General terms and conditions of sale and delivery of Tallgroup BV and its group companies

1. General

• In these terms and conditions, “Tallgroup” shall mean: the private limited company Tallgroup BV, established in Geldermalsen and registered in the trade register under number 11054369, as well as the legal entities and companies with which the aforementioned Tallgroup BV is affiliated in a group as referred to in article 2:24b of the Dutch Civil Code.
• All existing and future obligations of a legal entity or company belonging to the Tallgroup as a supplier or provider of goods (hereinafter referred to as the “Contractor”) to a counterparty (hereinafter referred to as a “Client”) shall be exclusively subject to these terms and conditions. If a Client concludes an agreement with the Contractor, the Client agrees to the applicability and content of these terms and conditions.
• Terms and conditions (such as purchasing conditions) of the Client are expressly rejected by the Contractor. The Client agrees to this.
• Amendments and additions to these terms and conditions shall enter into force three months after the Client has been informed of the content of these amendments and additions. These conditions may only be deviated from by means of a document signed by the Contractor and the
• The other party to the Client is exclusively the Contractor and not any person affiliated with the Contractor, such as a director or an employee.
• The parties waive – to the extent legally permissible – the right to dissolve, annul or amend these conditions, except if the conditions provide for this.
• Obligations with the Contractor, including claims on the Contractor, are not transferable unless otherwise provided in these This provision qualifies as a provision within the meaning of Article 3:83 paragraph 2 of the Dutch Civil Code.

2. Establishment of prices, agreements and conditions.

• Unless expressly stated otherwise in a quotation or other offer, offers from the Contractor are without The Contractor may revoke such offers within five working days after receipt of an acceptance.
• An offer is valid for 60 calendar days after dispatch, unless stated otherwise in the offer and subject to earlier withdrawal of the offer by the Contractor.
• The prices stated in an offer are always based on cost prices known to the Contractor at the time of the offer, based on delivery ex works or ex Contractor’s place of business (“EXW”, in accordance with Incoterms 2010) and excluding VAT, unless stated otherwise in the offer.
• The conditions of third parties and agreements with third parties stated in an offer are always based on the text thereof known to the Contractor at the time of the offer and are subject to changes imposed on the Contractor by these third parties.
• The Contractor is entitled to pass on to the Client any price increases or levies imposed by suppliers, carriers or government bodies or other persons or institutions after an offer has been
• If the Contractor has not made a written quotation or other offer, an order for delivery will only be binding after the Contractor has commenced its execution and a price will apply in accordance with the standard pricing of the Contractor.

3. Delivery period

• The delivery period in an offer is determined by the Contractor approximately and is not a fatal term unless expressly agreed otherwise in writing.
• A delivery period does not commence before all parts of the agreement have been agreed between the parties.
• The delivery period, even if it is a fatal term, is based on the assumption of the Contractor that he can carry out the assignment in the manner and under the circumstances known to him at that time, on the timely receipt of agreed (instalment) payments and the timely provision of required
• Circumstances that extend the delivery period are in any case the order for a modified execution, including an order for additional work, the late receipt of information and/or materials to be made available by the Client, unworkable weather insofar as work is carried out outdoors and the justified use of a right of suspension by the Contractor.
• The costs of the Contractor resulting from the extension of the delivery period as a result of the costs associated with Article 3.4 shall be borne by the Client.
• If there is a circumstance that extends the delivery period by law or by virtue of these conditions, the Contractor may extend the delivery period by the time he needs to fit the order into his planning and execute it, taking into account this circumstance.
• If the Client appears to be negligent in performing an action with which he must cooperate in the delivery of goods, the goods shall be at the Client’s risk from the moment they are ready for shipment, regardless of where they are located at that time. In that case, the Client shall owe compensation for storage costs in addition to the purchase price.
• Exceeding an agreed delivery period, for whatever reason, does not entitle the Client to terminate or suspend his obligations towards the In such a case, the Client cannot claim compensation, unless the Contractor also fails to perform the agreement or fails to perform it in full within a reasonable period notified to the Contractor in writing after the agreed delivery period has expired. Termination is then only permitted to the extent that the Client cannot reasonably be expected to maintain the agreement.

4. Delivery, transport and transfer of risk

• Unless otherwise agreed, delivery will take place “ex works” in accordance with Incoterms 2010, place of business of the Contractor or place of business of the manufacturer.
• If the parties have agreed that the Contractor will organise the transport of the goods, the choice of the carrier and the means of transport is up to the The risk of storage, loading, unloading, delay, loss, damage and destruction of the goods to be delivered shall pass to the Client as soon as the transport of the goods commences, even if no delivery ex works has been agreed. The Client must insure this risk under its own transport insurance. The transfer of risk shall also take place at the time that the Contractor offers goods for delivery in accordance with the agreement, but the Client does not accept them for whatever reason.
• The Contractor is entitled to make partial deliveries and to demand payment for each partial

5. Trial purchase

• A trial purchase occurs if the Contractor and the Client agree that the purchase will be concluded on the condition that the Client actually wishes to purchase the item or items delivered to him on trial. If such a trial delivery has been agreed, the Client is obliged to insure the item delivered on trial at his own expense for the duration of the trial placement against risks of damage, loss or theft.
• The Client must inform the Contractor within ten calendar days after delivery of the item or items delivered on trial whether he wishes to purchase the item or items. If the Client has not returned the item or items delivered on trial within fifteen calendar days, he is deemed to have purchased the item or items, effective from the day of delivery of the item or items.
• The costs and risks listed in Article 2 of the transport of the item or items delivered on trial are at all times for the account of the Client.

6. Payment

• Unless otherwise agreed and without prejudice to the right to request advance payment or payment upon delivery if the Contractor sees reason to do so, payment shall be made within fourteen days after the date of the relevant invoice to a bank account to be specified by the Contractor. The Contractor is entitled to invoice partial deliveries separately.
• The Client is not authorized to suspend a discount on any Settlement by the Client with a counterclaim is only permitted to the extent that the counterclaim has been expressly acknowledged by the Contractor or has been irrevocably established in court.
• In the event of late payment, the Client shall be in default without the need for a notice of default or reminder and shall, in addition to the amount due, also owe, immediately due and payable, an amount equal to the statutory commercial interest, with a minimum of 10% per year if the statutory commercial interest is lower than 10%, calculated on the entire amount due. In this context, part of a month shall be considered a full month. Furthermore, the Contractor may, insofar as delivery under any agreement concluded with the Client has not yet taken place, suspend this delivery in its entirety until full payment of the amount has been received. If payment is not made within a specified additional period even after a reminder, the Contractor is entitled to terminate the agreement in whole or in part by means of a written statement at its discretion, without prejudice to its right to compensation and without prejudice to its right to complain in those cases in which the agreed performance has been performed in whole or in part by the Contractor.
• If the Contractor incurs extrajudicial collection costs as referred to in Article 6:96 paragraph 2 sub c of the Dutch Civil Code, these will be estimated on the basis of the Extrajudicial Collection Costs Standards Act and the associated Decree and these costs are owed by the Client to the Contractor in addition to the principal sum and the interest.
• Regardless of the stage of execution of the service to be provided by the Contractor, everything that the Client owes or will owe to the Contractor under the agreement is immediately due and payable as soon as a payment term has been exceeded, a required security is not provided, the bankruptcy or suspension of payments of the Client is requested, the goods of the Client are seized, a Client – legal entity is dissolved, liquidated or becomes a party to a legal merger or demerger and in the event that a Client – natural person requests to be admitted to statutory debt restructuring, is placed under guardianship or dies.

7. Retention of title and lien

• Notwithstanding the actual delivery thereof by the Contractor, the Client shall only become the owner of the goods delivered or yet to be delivered by the Contractor under the suspensive condition that everything that the Client owes the Contractor in respect of the sale and delivery of those goods, including the claims of the Contractor due to a failure to comply with the agreement, has been paid to the Contractor.
• The Client may not transfer ownership of the goods referred to in Article 7.1 to third parties or encumber them with a limited right as long as the suspensive condition stated in that article has not been met. This condition qualifies as a condition as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.
• If the Client fails to fulfil any obligation under the agreement with respect to the goods sold or work to be carried out towards the Contractor, the Contractor shall be entitled to take back the goods without notice of default. The Client now gives unconditional and irrevocable permission to the Contractor or to a third party to be designated by the Contractor to enter all places where the Contractor’s property is located in all cases in which the Contractor wishes to exercise its ownership rights and to take such items with it.
• If third parties seize the items delivered under retention of title or wish to establish or assert rights thereto, the Client is obliged to inform the Contractor thereof as soon as reasonably
• If the items are delivered in Germany, in addition to the ”normal” retention of title, the ”extended” and ”extended” retention of title under German law also apply to these items. This means that all deliveries and future deliveries are subject to retention of title (extended retention of title). In addition, the Contractor’s retention of title continues to apply to items that are processed, edited, mixed, traced and resold by the Client (extended retention of title). This provision, in contrast to all other provisions in these general terms and conditions, is governed by German law.
• Without prejudice to the provisions of this article 7 regarding the Contractor’s retention of title, the Contractor reserves a right of pledge on all goods delivered to the Client (“the Reserved Pledge”).
• The Reserved Pledge also extends to the goods that are obtained after processing, editing, accession, mixing, formation or separation of components, all in the broadest sense, of the goods for which the Reserved Pledge applies or to supplement, replace or extend them, as well as for all claims for compensation that take the place of these goods and all securities and other evidence relating to these goods. To the extent necessary, the Client pledges these processed, edited, accessioned, mixed, formed, separated, supplemented, replaced or extended goods and the claims that take the place of the goods to which the Reserved Pledge applies in advance to the Contractor, who accepts this pledge.
• The Reserved Pledge serves as security for the Contractor for the payment of all that the Client owes to the Contractor now or in the future, for whatever reason.
• The provisions of Article 7 shall not affect the right of the Contractor at any time, before or after delivery, to require the Client to provide security to the satisfaction of the Contractor for the fulfilment of its obligations.
• If the Client does not provide the required security, the Contractor shall be entitled to suspend the performance of the agreement and to terminate the agreement in whole or in part, subject to the Client’s obligation to fully compensate the Contractor for any damage suffered, including loss of profit, assembly and transport costs.

8. Complaint obligation

• The Client is obliged to carefully examine the goods delivered by the Contractor for any shortcomings in the delivery within eight days after delivery.
• The Client can no longer invoke a defect in the performance of the Contractor if the Client has not complained to the Contractor within eight days after such a defect has been discovered or should reasonably have been discovered, for example during an investigation as referred to in article 8.1, (“the Complaint”) or, after submitting a Complaint, if the Client does not give the Contractor the opportunity to examine the goods delivered in their original packaging or in their original condition.
• A Complaint must be made in writing and contain at least: the date of the invoice and the invoice number, the nature of the defect, the time at which it was discovered, the circumstances under which the defect manifested itself and the manner in which the defect was discovered.
• If a Complaint proves to be unfounded after investigation by or on behalf of the Contractor, the Client is obliged to reimburse the Contractor for the costs associated with this investigation.
• A Complaint does not give the Client the right to suspend its obligations towards the
• Returning delivered items to which the Complaint relates may only take place after prior permission from the Contractor and must take place in accordance with the (transport) instructions to be given by the Contractor. Returns without prior written permission from the Contractor need not be accepted by it. If the Contractor nevertheless accepts returned items in such a case, the returned items will be stored at the expense and risk of the Client and kept at its disposal. Permission to return or acceptance of the items by the Contractor does not imply the Contractor’s acknowledgement that the Complaint submitted by the Client is well-founded.

9. Warranty

• During the agreed warranty period, the Contractor guarantees the proper execution of the agreed performance in accordance with the provisions of this article 9 (“the Warranty”). Unless otherwise agreed, the warranty period is six months after the first delivery of the
• The Warranty includes, at the Contractor’s discretion, the proper execution of the agreed performance or the crediting of the invoice sent for this If the performance has only been found to be partially defective, the Contractor may suffice with a crediting of the part of the invoice that relates to the defective part of the performance.
• If the Warranty is fulfilled by the Contractor by repairing or replacing delivered items, the Client is obliged, under penalty of forfeiture of the Warranty, to return these items to the Contractor or, at the Contractor’s discretion, to give the Contractor the opportunity to repair these items and test them at the Client’s location after repair.
• Unless otherwise agreed, the Warranty does not include transport and shipping costs, costs of disassembly and assembly or travel and accommodation expenses.
• The Warranty can only be invoked if the Client has fulfilled all its obligations towards the Contractor or has provided sufficient security for this.
• The Warranty excludes defects caused by normal wear and tear, improper installation, treatment or use, including use with packaging materials not mentioned in the agreement, improper maintenance, incorrect maintenance, including maintenance using maintenance products not prescribed by the Contractor, defects that occur after modification or repair by or on behalf of the Client itself or by third parties without the prior written consent of the Contractor, defects in second-hand items and defects in respect of which a warranty claim can be made against third parties, such as factory warranties.
• The Warranty cannot be transferred to third This provision qualifies as a provision as referred to in article 3:83 paragraph 2 of the Dutch Civil Code.

10. Force Majeure

• Force majeure exists if a failure to perform cannot be attributed to a party because this failure is not due to its fault, or is for its account by law, legal act or generally accepted views. The parties consider force majeure to include, among other things, the prevention of the performance of the agreement by the Contractor as a result of war, terror, riot, molestation, fire, water damage, strikes, occupation of premises, theft or disruptions in the supply of energy, all in the Contractor’s company as well as with third parties from whom the Contractor must obtain the necessary materials or goods 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 that arise beyond the Contractor’s fault or sphere of risk.
• In the event of force majeure that temporarily prevents performance, the Contractor has the right to suspend the performance of its obligations.
• In the event of force majeure that prevents compliance permanently or for more than six months, both parties are entitled to terminate the agreement with immediate effect, but only for the part of the agreement that has not been fulfilled.
• A termination based on the provisions of Article 3 does not entitle either party to compensation.

11. Work at the Client’s location

• If it has been agreed that the Contractor will perform work at a location designated by the Contractor or the Client other than the Contractor’s business address, the Client will ensure that the Contractor can perform his work undisturbed and at the agreed time and that he will have access to the necessary facilities such as gas, water and electricity, heating, if necessary lockable dry storage space and other facilities prescribed under the Working Conditions Act and Working Conditions regulations when performing his work.
• The risk and liability for damage in connection with loss, theft and damage to property of the Contractor, the Client and third parties located at the location referred to in Article 1 rests with the Client and the Client is obliged to take out adequate insurance for this and to provide the Contractor with proof thereof without delay upon request.
• Any failure to comply with the provisions contained in this Article 11 shall entitle the Contractor to suspend the performance of the agreed service until these provisions have been met and until the Contractor’s planning permits the performance to be resumed, without prejudice to the Contractor’s right to compensation, if there is reason to do so.

12. Safety, product liability

• Client must comply with and observe the instructions for use, warnings and safety regulations provided by Contractor and inform and instruct third parties who use the goods about these instructions, warnings and regulations. Client will ensure that the texts are translated into a language other than Dutch if the persons concerned do not have a good command of the Dutch language. Client must also comply with the regulations set by the competent authorities in this regard and ensure compliance with them.
• In the event of repair or replacement of parts of a machine or device supplied by Contractor, Client must only use parts that have been recommended to him by Contractor in the parts drawings and parts lists provided as suitable for the machine or device in question. Furthermore, Client must observe the instructions for use, warnings and safety regulations referred to in Article 12.1 in the event of such work.
• If the Client resells parts or goods supplied by the Contractor, the Client must agree with its customer that this customer will observe the obligations described in Articles 1 and 12.2 and the Client must ensure that the instructions for use, warnings and safety regulations provided by the Contractor are also provided to this customer.
• If the Contractor is held liable for damage caused by a defect in a product supplied by the Contractor and this damage or this claim for liability could have been prevented by compliance with the provisions of Articles 12.1, 12.2 or 12.3, the Client shall indemnify the Contractor against this damage. The burden of proof that the provisions of 12.1, 12.2 and 12.3 have been complied with rests with the Client. The Client shall also indemnify the Contractor against claims from third parties for product liability as a result of a defect in a product that the Client has supplied to a third party and that (partly) consisted of products and/or materials supplied by the The indemnities in this article 12.4 include the obligation of the Client to compensate all damage suffered by the Contractor in this regard, including the costs of defence.
• The provisions of this article 12 shall not affect the provisions of article

13. Liability

• The Client shall have – to the extent legally permissible – no other legal claims against the Contractor than the legal claim for (replacement) damages, as further specified in this article
• The Contractor shall not be liable for any damage other than damage that is the direct result of its breach of standards. Even if this is the direct result of the breach of standards, the Contractor shall not be liable for (a) consequential damage such as damage to reputation, stagnation damage, loss of production, loss of profit, transport costs and travel and accommodation costs, (b) supervisory damage, such as damage caused by or during the performance of the service to items being worked on or to items located in the vicinity of the place where the work is being carried out and (c) damage resulting from intent or deliberate recklessness of assistants or non-managerial subordinates of the Contractor.
• The extent of the damage for which the Contractor is liable is always limited to the highest of the following two amounts: the amount for which an insurer of the Contractor irrevocably provides cover or the amount that the Client has paid for the service that gave rise to the damage, being the gross invoice value minus VAT, any other government levies and costs of transport and insurance.
• The Contractor may not invoke a provision that limits its liability if the violation of standards occurred intentionally or through gross negligence on the part of its management.

14. Disputes, applicable law; competent court

• All agreements to which these general terms and conditions apply shall be subject to Dutch
• All disputes arising from agreements existing between the parties, insofar as they fall within the jurisdiction of the District Court, shall be settled exclusively by the competent court in the District within which the Contractor’s place of business falls, unless the Contractor prefers to submit the dispute to the judgment of another competent court, whether or not Dutch.
• The provisions of the Vienna Convention shall not apply, nor shall any future international regulation regarding the purchase of movable tangible property, the effect of which can be excluded by the parties.