General Terms and Conditions

General Terms and Conditions of Integer Technologies B.V., version 1 dated 25 November 2023.

This is an English translation of the Dutch “Algemene Voorwaarden Integer Technologies B.V.”. In the event of any difference between the two, the Dutch text prevails.

Article 1. Applicability

1.1 All quotations are made subject to the applicability of these General Terms and Conditions of Delivery, both to the quotation and its acceptance and to the agreement thus concluded.

1.2 All quotations remain valid for one month, unless the quotation states otherwise.

1.3 The agreement is concluded as soon as the acceptance of the offer has reached the seller; this acceptance must show that the buyer agrees to the applicability of these General Terms and Conditions of Delivery and that, where necessary, the buyer waives the applicability of its own purchasing conditions.

1.4 If the acceptance contains reservations or changes compared to the quotation, the agreement is only concluded once the seller has notified the buyer that it agrees to these deviations from the quotation.

1.5 These General Terms and Conditions of Delivery apply only to the delivery of goods by the seller to buyers. They do not apply to work to be performed by the seller, such as giving advice or making designs, regardless of the nature of this work.

1.6 These General Terms and Conditions of Delivery do not apply to deliveries to consumers as referred to in Article 6:236 of the Dutch Civil Code.

Article 2. Changes

2.1 Changes to the purchase agreement and deviations from these General Terms and Conditions of Delivery shall only take effect if they have been agreed in writing between buyer and seller.

2.2 If changes lead to an increase or decrease in costs, any resulting change in the purchase price must be agreed in writing between the parties.

2.3 In the absence of agreement on the change in the purchase price, there is a dispute between the parties to which Article 21 applies.

Article 3. Quality and description

3.1 The seller undertakes to the buyer to deliver the goods in the description, quality and quantity as further described in the (possibly later amended) quotation.

3.2 The seller undertakes to the buyer to deliver goods that:

1. a.are made of sound materials and are of sound workmanship;
2. b.are in all respects equal to any samples or models made available or provided by the seller and/or the buyer, unless the seller has informed the buyer orally or in writing of any deviations before acceptance of the quotation by the buyer;
3. c.deliver the performance (capacity, efficiency, speed, finish, etc.) as described in the quotation.

3.3 The seller does not guarantee that the goods are suitable for the purpose for which the buyer intends to use them, even if this purpose has been made known to the seller, unless the parties have agreed otherwise.

Article 4. Packaging and shipping

4.1 The seller undertakes to the buyer to package the goods properly (unless the nature of the goods precludes this) and to secure them in such a way that, under normal transport, they reach their destination in good condition.

4.2 The goods will be delivered by the seller under the Incoterms® EXW conditions as defined in Incoterms® 2020 or a later version thereof, unless otherwise agreed in writing between the seller and the buyer. The place of delivery will be the address of the seller’s principal place of business, unless otherwise agreed in writing between the seller and the buyer.

4.3 If the seller has made pallets, packing cases, crates, containers etc. available for packaging and transport, or has had them made available by a third party, whether or not against payment of a deposit or security, the buyer is obliged (unless it concerns one-way packaging) to return these pallets etc. to the address specified by the seller, failing which the buyer owes the seller compensation.

Article 5. Storage

5.1 If, for whatever reason, the buyer is unable to take receipt of the goods at the agreed time and the goods are ready for shipment, the seller will, if its storage facilities permit, at the buyer’s request store and secure the goods and take all reasonable measures to prevent deterioration in quality until they have been delivered to the buyer.

5.2 The buyer is obliged to reimburse the seller for the storage costs at the seller’s usual rate or, failing that, at the rate customary in the industry, from the time the goods are ready for shipment or, if that is later, from the delivery date agreed in the purchase agreement.

Article 6. Transfer of ownership and risk

6.1 Subject to the provisions of paragraphs 2 and 4 of this article, ownership of and risk for the goods shall pass to the buyer upon delivery.

6.2 As long as the buyer has not paid the full amount of the purchase price plus any additional costs, or provided security for it, the seller retains ownership of the goods. In that case, ownership passes to the buyer as soon as the buyer has fulfilled all its obligations towards the seller.

6.3 If the seller has reasonable doubt about the buyer’s ability to pay, the seller is entitled to postpone delivery of goods pursuant to Article 4 paragraph 2 until the buyer has provided security for payment. The buyer is liable for the damage suffered by the seller as a result of this delayed delivery, including, but not limited to, the storage costs referred to in Article 5 paragraph 2.

6.4 If, at the buyer’s request, the seller postpones shipment in accordance with Article 5, the goods remain the property of the seller and at its risk until the goods have been delivered to the buyer in accordance with the conditions referred to in Article 4 paragraph 2.

Article 7. Time of delivery

7.1 The seller will deliver the goods at the time, or immediately after the end of the delivery period, specified in the order. If a delivery period has been agreed, it commences on the date on which the seller has confirmed the order.

Article 8. Force majeure

8.1 The delivery period referred to in Article 7 is extended by the period during which the seller is prevented by force majeure from fulfilling its obligations.

8.2 Force majeure on the part of the seller exists if, after the purchase agreement has been concluded, the seller is prevented from fulfilling its obligations under this agreement, or from preparing to do so, as a result of war, threat of war, civil war, terrorism, riot, acts of hostility, a pandemic or epidemic, fire, water damage, flooding, strikes, occupation of premises, lockout, import and export restrictions, government measures, machinery breakdowns, disruptions in the supply of energy, all of these both in the seller’s business and at third parties from whom the seller must obtain the necessary materials or raw materials in whole or in part, as well as during storage or transport, whether or not under its own management, and furthermore by all other causes arising through no fault of the seller and outside its sphere of risk.

8.3 If delivery is delayed by more than two months due to force majeure, both the seller and the buyer are entitled to regard the agreement as terminated. In that case, the seller is only entitled to reimbursement of the costs it has incurred.

8.4 If force majeure occurs when the agreement has already been partly performed and the remaining delivery is delayed by more than two months due to force majeure, the buyer is entitled either to keep the part of the goods already delivered and pay the purchase price owed for it, or to regard the agreement as terminated also for the part already performed, subject to the obligation to return what had already been delivered to the seller at the buyer’s expense and risk, if the buyer can demonstrate that the part of the goods already delivered can no longer be used effectively by the buyer as a result of the non-delivery of the remaining goods.

Article 9. Resale

9.1 In the event of resale, the buyer is obliged to observe all relevant laws and regulations relating to the resale and/or export of the goods, including, but not limited to, all laws and regulations relating to sanctions and export restrictions.

9.2 Insofar as this is necessary for the seller to comply with its legal obligations or to defend itself in proceedings related to the resale, the buyer will provide the seller with all relevant information regarding a resale. This includes at least the data necessary to unambiguously identify the buyer’s customer, the agreement or agreements applicable to the resale, and all information that the buyer has collected regarding its customer and that shows the status of this customer with regard to export and sales restrictions. In the context of this paragraph 2, proceedings also include: any relevant liability claim against the seller by a third party, any judicial or police investigation into possible violations of relevant laws and regulations, all related court proceedings and all related arbitration proceedings.

9.3 The buyer indemnifies the seller against all claims, fines etc. connected with a breach by the buyer of its obligations under this Article 9, and for all costs reasonably incurred by the seller in this connection.

9.4 In the event of resale, the buyer is obliged to cooperate with and participate in sales promotion measures taken by the seller, of which the seller will in each case inform the buyer in good time in advance. These sales promotion measures may relate, among other things, to advertising, special offers, premiums and competitions, maintaining certain consumer prices, a certain ‘display’ in the buyer’s sales premises, trade-in campaigns, etc.

9.5 The buyer is entitled to apply its own trademark to the packaging of the goods, but is not permitted to do so in such a way that the seller’s manufacturer’s mark is no longer visible.

Article 10. Warranty and liability

10.1 The seller accepts liability towards both the buyer and the buyer’s customers for damage to and caused by the goods occurring during the warranty period stated in the order confirmation, unless the damage is the result of the fact that

1. a.the buyer or one of its customers uses the goods contrary to the instructions for use provided with them or otherwise makes an error in their use. This includes, but is not limited to, installation of the goods contrary to the seller’s instructions and/or relevant laws and regulations and/or installation requirements arising from the state of the art.

10.2 The seller’s liability under the warranty set out in paragraph 1 is limited to free repair of a defective item or replacement of that item or a part thereof, at the seller’s discretion.

10.3 If no warranty period has been agreed between the seller and the buyer, a warranty period of 15 days applies from the moment the goods came into the buyer’s possession.

10.4 If no warranty period has been agreed between the seller and the buyer, a warranty period of 8 days applies to hidden defects after the buyer has reported the defect to the seller. This report must be made within 1 year from the moment the goods came into the buyer’s possession.

10.5 For the purposes of this Article 10, the seller’s instructions are understood to mean only those documents marked as such by the seller. This in any case includes the user and installation manuals delivered or otherwise made available by the seller to the buyer that have been explicitly declared applicable to the goods delivered. This in any case does not include any form of advice given by, any comments made by and any approvals, whether alleged or not, given by the seller, its employees and all other persons whom the seller is authorised to instruct.

10.6 In the event of unclarities or ambiguities in the manuals referred to in paragraph 5, the buyer is obliged to request clarification from the seller. All consequences of failing to comply with this obligation are for the buyer’s account.

10.7 The buyer and the seller may agree to deviate from the provisions of paragraph 5 regarding advice given. The buyer and the seller will set out the applicable obligations regarding warranty and liability in a separate agreement.

10.8 The seller has the right to refuse any form of warranty under one or more of the following conditions:

1. a.The buyer or its customer installs unauthorised software or firmware in one or more of the goods delivered;
2. b.The buyer or its customer controls one or more of the goods delivered outside the specifications applicable to those goods;
3. c.The buyer or its customer modifies the hardware of one or more of the goods delivered; or
4. d.The buyer or its customer uses one or more of the goods delivered outside the specifications applicable to those goods.

10.9 By way of derogation from paragraphs 1 to 4 inclusive, the warranty provisions as determined by the manufacturer of these goods apply to the resale by the seller of goods of third parties and/or other products. The seller may invoke all exceptions, limitations and remedies that apply to this manufacturer.

Article 11. Liability

11.1 The seller’s liability for all claims of the buyer, other than those referred to in Article 10, is in all cases limited to the amount paid out under an applicable liability insurance, increased by the deductible applicable to this insurance.

11.2 If no insurance applies to the seller’s liabilities referred to in paragraph 1, the amount of the seller’s liability is limited to the amount invoiced by the seller to the buyer within a period of three months immediately preceding the event giving rise to liability. In determining this amount, only those invoices are taken into account that relate to the delivery of goods involved in or underlying the event giving rise to liability.

11.3 The seller has the right to reject any liability arising from the use of the goods delivered outside the scope of application for which these goods are intended. Unless otherwise agreed between the buyer and the seller, this scope of application is limited to applications in and for the benefit of dwellings.

11.4 By way of derogation from the preceding paragraphs, the seller’s liability for infringements of third-party Intellectual Property Rights by the goods delivered by the seller is limited as follows:

1. a.The seller’s obligations are limited to providing a replacement solution that does not infringe third-party Intellectual Property Rights. This replacement solution may consist of modified hardware, firmware or software, at the seller’s choice.
2. b.The seller indemnifies the buyer, its customer, employees of the buyer and employees of the buyer’s customer against all claims of the third parties whose Intellectual Property Rights are infringed. This indemnity also covers the costs of conducting judicial or extrajudicial proceedings to defend against these claims. This indemnity only applies if the buyer and/or its customer inform the seller immediately, but in any case within one working day, of any related liability claim, and give the seller and its legal advisers and lawyers all cooperation and information reasonably necessary to defend against these liability claims. The seller will reimburse the buyer for the costs reasonably incurred for this.

Article 12. Price and payment

12.1 In addition to the price for the goods, the purchase price includes the costs of packaging, transport and delivery at the location within the Netherlands designated by the buyer. The purchase price does not include any applicable VAT.

12.2 Unless otherwise agreed between the buyer and the seller, the buyer is obliged to pay the purchase price within 30 days of delivery. The buyer is not entitled to deduct any amount from this purchase price on account of a counterclaim asserted by it.

12.3 If the buyer fails to meet its payment obligations on time and also fails to comply with a notice of default setting a term of one week, the seller is entitled to regard the purchase agreement as dissolved without judicial intervention. In that case, the buyer is liable for the damage suffered by the seller, including loss of profit, transport costs and the costs of the notice of default.

12.4 If, in the event of non-performance by the buyer, the seller takes extrajudicial measures, the costs thereof are for the buyer’s account. These costs are determined in accordance with the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten) of 1 July 2012, or a subsequent Decree.

12.5 A buyer who makes use of its right to storage as referred to in Article 5 remains obliged to pay the purchase price at the time stated in paragraph 2.

Article 13. Statutory requirements

13.1 The seller warrants that the design, composition and quality of the goods to be delivered under the order comply in all respects with all applicable requirements set by laws and/or other government regulations in force at the time the purchase agreement is concluded.

13.2 The provisions of paragraph 1 also apply to the normal use of the goods.

13.3 This Article 13 is without prejudice to the provisions of Article 3 paragraph 3.

Article 14. Dissolution

14.1 Without prejudice to the provisions of Article 12, the purchase agreement is dissolved without judicial intervention, after a written statement, at the moment at which the buyer is declared bankrupt, applies for a provisional suspension of payments, or a request by the seller, being a natural person, for the debt rescheduling scheme to be declared applicable is granted by the court, or loses the power to dispose of its assets or parts thereof through attachment, placement under guardianship or otherwise, unless the trustee or administrator acknowledges the obligations arising from this purchase agreement as an estate debt. The foregoing applies mutatis mutandis if and at the moment that a situation comparable to bankruptcy, suspension of payments or debt rescheduling is initiated outside the Netherlands.

14.2 As a result of the dissolution, mutual claims become immediately due and payable. The buyer is liable for the damage suffered by the seller, including loss of profit and transport costs.

Article 15. Damages and audit in the event of resale

15.1 A buyer who acts in breach of any provision of Article 9 forfeits damages to the seller for each transaction that falls under one of the prohibitions stated there. The parties fix the amount of the damage in advance at €10,000 per transaction, notwithstanding the seller’s right to claim the damage actually suffered instead of these fixed damages.

15.2 The seller is entitled to have an independent accountant audit the buyer’s books, in order to monitor compliance with the provisions of Article 9. This is without prejudice to the provisions of Article 9 paragraph 2.

Article 16. Intellectual Property

16.1 Nothing in these General Terms and Conditions of Delivery and/or in the agreements between the seller and the buyer that refer to them may be construed as an obligation to transfer Intellectual Property Rights of the seller to the buyer, or as a right of the buyer to demand such a transfer.

16.2 Unless otherwise agreed between the seller and the buyer, upon delivery the buyer obtains a perpetual licence to the Intellectual Property applicable to the goods delivered, for all acts necessary for lawful use in accordance with these General Terms and Conditions of Delivery and the agreements in force between the seller and the buyer. This licence is only transferable together with a simultaneous transfer of the goods to which the licensed Intellectual Property applies. The fee for this licence is deemed to be included in the purchase price.

16.3 The seller reserves the right to protect its Intellectual Property with appropriate technical measures. Within the limits of applicable law, the buyer and its customer are prohibited from circumventing these protective measures.

Article 17. Change of circumstances

17.1 In the event of a change of circumstances that makes it unacceptable for the seller to perform an agreement with the buyer based on these General Terms and Conditions of Delivery, the parties will negotiate in good faith in order to find a solution that the

17.2 Paragraph 1 does not apply if the change of circumstances is largely or entirely due to acts or omissions of the seller.

17.3 A price increase that was unforeseen at the time the agreement was concluded, and that makes it impossible for the seller to perform the agreement without such a financial loss that the continued existence of its business is jeopardised, is in any case regarded as a change of circumstances as referred to in paragraph 1. This provision cannot be interpreted as a limitation of the seller’s right to reasonably invoke other changed circumstances.

Article 18. Applicable law

18.1 These General Terms and Conditions of Delivery are governed by Dutch law. The Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, Vienna, 11 April 1980, Trb. 1981, 184 and 1986, 61) does not apply to these General Terms and Conditions of Delivery or to any agreements that refer to them.

Article 19. Applicability of these General Terms and Conditions of Delivery

19.1 These General Terms and Conditions of Delivery apply to all offers and acceptances on the part of the seller. Insofar as the buyer refers to other conditions in its offer or acceptance, their applicability is expressly rejected.

Article 20. Severability

20.1 If one or more provisions of these General Terms and Conditions of Delivery prove not to be legally valid, these General Terms and Conditions of Delivery and the agreements between the buyer and the seller that refer to them shall otherwise remain in force. The buyer and the seller will consult on the provisions that are not legally valid in order to agree on a replacement arrangement that is legally valid and that corresponds as closely as possible to the purport of the provision being replaced.

Article 21. Disputes

21.1 All disputes that may arise between the parties in connection with their agreement, or with further agreements and other acts related to this agreement, such as, but not exclusively, unlawful acts, undue payments and unjust enrichment, shall be settled by arbitration, except insofar as mandatory rules of jurisdiction would preclude this choice. The disputes will be settled in accordance with the Arbitration Rules of the Technology Arbitration and Mediation Institute. The arbitral tribunal shall consist of one arbitrator.

21.2 A dispute is deemed to exist as soon as one of the parties declares so.

21.3 A dispute concerning a particular legal claim must be brought within one year after the legal claim has arisen and has become known to the claiming party, without prejudice to the possibility of earlier lapse or limitation in accordance with the law.