Conditions of Sales Schmalz BV

General

1. These terms and conditions apply to all deliveries, sales, services and other legal relationships entered into by Schmalz BV, Hengelo, hereinafter referred to as ‘Seller’, to or with a third party, hereinafter referred to as ‘Buyer’.

2. A general reference by the Buyer to other general terms and conditions does not result in their applicability. The applicability of any general terms and conditions of the Buyer is expressly rejected by the Seller.

3. Agreements that conflict with or supplement these terms and conditions are only valid if they have been confirmed in writing by the Seller and then only for the transaction in question.

Proposition

1. General offers or quotations (including prices) made by the Seller in catalogues, brochures, etc. are not binding and serve only as an invitation to the Buyer to place an order. An individual quotation to the Buyer is only binding on the Seller if it is made in writing and if the Buyer accepts it in writing before the expiry date.

2. An agreement between the Buyer and the Seller shall only be concluded if and insofar as the Seller accepts an order from the Buyer in writing or if the Seller executes an order, unless the Buyer proves by other means that the Seller has accepted the order in full and unconditionally. The Seller has the right not to accept orders or to accept them only on condition that the shipment is made cash on delivery or after advance payment.

Prices

1. The agreed prices are exclusive of sales tax and packaging, insurance and shipping costs, unless otherwise agreed in writing.

2. The agreed prices are ex works, D-72293 Glatten, Germany, unless otherwise specified by the Seller.

3. For orders of components below 250.00 Euro net, a handling fee of 19.50 Euro will be charged, unless otherwise specified by the Seller.

4. For repair, in-house and assembly work other than that referred to in the ‘warranty’ section, the repair and assembly rates (for labour and materials) applicable at the time of delivery of the goods shall be payable. If repair is not possible or is not carried out at the Buyer's request, investigation and administration costs shall be payable.

5. In the event of delivery, repair or assembly outside normal working hours, a surcharge will be added to the normal hourly rate. Rates will be provided by us on request.

6. The Seller reserves the right to charge the Buyer for the costs of special packaging or packaging specified by the Buyer.

7. If the Seller's suppliers increase their prices, the Seller is entitled to increase the price agreed with the Buyer accordingly.

8. If the Buyer is an entrepreneur established outside the Netherlands and the goods have to be exported from the Netherlands (in the context of an intra-Community supply or otherwise), the Buyer guarantees that it is properly registered for the applicable sales tax in the country concerned. Unless otherwise agreed in writing, the Buyer indemnifies the Seller against any damage resulting from invoices that are incorrectly based on a zero rate.

Delivery/Performance

1. Unless otherwise agreed in writing, delivery will take place behind the first door on the ground floor. This assumes an address that can be reached by a normal lorry. Additional costs related to difficult accessibility or delivery to a location other than the one mentioned above will be borne by the buyer. The risk of the goods shall pass to the buyer at the moment the goods are dispatched from the factory or when notification is given that they are ready for dispatch.

2. The seller shall deliver equipment disassembled insofar as the method of dispatch and the transport risk so require.

3. Transport insurance shall only be taken out upon written request.

4. The Seller reserves the right to deliver and invoice ordered goods in partial shipments.

5. Agreed or specified delivery times shall never be regarded as definitive, unless expressly agreed otherwise. In the event of late delivery, the Buyer shall therefore give the Seller written notice of default. Delivery times shall commence after the Seller has provided written confirmation of this to the Buyer.

6. Repair and assembly orders will be carried out as soon as possible after receipt of a written order from the Buyer.

7. The Buyer is obliged to take delivery of the goods upon delivery. If the Buyer does not take delivery of the goods to be delivered by the Seller, the goods will be stored at the Buyer's expense and risk. The original Buyer is at all times obliged to reimburse the costs of the aforementioned storage and the (additional) shipping and administration costs incurred by the Seller.

8. If, at the Buyer's request, delivery is postponed or expedited, the Buyer is obliged to reimburse the associated costs.

9. The Seller is entitled to charge extra working hours if delivery is delayed due to circumstances beyond its control.

Customer's obligations to cooperate

1. The Customer has the option of configuring individually customized products using the product configurator provided on the website. The product configurator serves solely as a technical aid; the selection and composition of the individual components is the sole responsibility of the Customer.

The Customer is obliged to carefully check the settings made during the configuration process and the final configuration before placing the order. The Customer is solely responsible for the accuracy, completeness, and suitability of the selected configuration for the intended purpose.

2. The Customer is solely responsible for the accuracy and completeness of the information contained in his order, in particular with regard to the type, quantity, and specification of the products ordered.

A challenge pursuant is excluded if the error asserted is based on circumstances that are within the buyer's sphere of risk and could have been avoided by carefully checking the order. This applies in particular to input, transmission, or transfer errors, quantity, price, or confusion with other products, as well as other operating or selection errors.

Scope of Delivery

1. The written order confirmation issued by the Seller is authoritative as regards the scope of delivery. Changes to the specifications or scope of delivery by the Customer require the written confirmation of the Seller in order to be effective. The Seller reserves the right to modify the design and form of the products, provided such modifications are customary in the industry or where the deviations are within DIN tolerance thresholds or if the modifications are not substantial and are reasonable for the Customer. This applies in the same way to the selection of materials, the specifications and the construction method.

2. Delivery in parts is permissible unless this is not reasonable for the Customer, giving due consideration to the Seller’s interests.

3. Unless explicitly stated in these General Terms and Conditions of Sale, ordered products, in particular individually configured or customized products, may only be returned on the basis of a prior express written agreement with Seller. There is no legal entitlement to the conclusion of such an agreement.

Unless otherwise stipulated in such an agreement, the Customer shall bear all costs associated with the return shipment, in particular transport, packaging, and insurance costs, as well as any customs duties or other ancillary costs; the return shipment shall be at the risk and expense of the Customer.

Data upload by the Customer

1. The Customer grants the Seller a non-exclusive, royalty-free, worldwide and transferable right of use, copying, distribution and display of all data uploaded by the Customer, including CAD data (hereinafter “Customer Data”). The right to use this Customer Data is granted for the purpose of providing the agreed services for training and analysis activities carried out by the Seller.

2. The Customer retains exclusive ownership of the copyrights or other intellectual proper-ty rights to the Customer Data provided by him.

3. The Customer represents and warrants that he has all rights and authorities to provide all Customer Data, that all Customer Data provided is accurate and correct and that he is authorized to grant the license referred to in clause 1. Furthermore, the Customer shall not upload any data that violates applicable law or the rights of third parties. In the event of such an infringement, the Customer shall indemnify the Seller against the claims of third parties.

4. The Seller is entitled to change the Customer Data as well as technical details of the transmitted Customer Data, insofar as it is necessary for the manufacturing of the desired product in the context of the agreed service.

5. The Seller shall not pass on the Customer Data to unauthorized third parties and shall only make it accessible to a necessarily limited circle of employees. Information from and about the Customer will not be evaluated by the Seller and will not be passed on to third parties.

6. If the Customer transmits personal data to the Seller in a non-anonymized form as part of the upload of Customer Data in accordance with Section 7, this data will also be processed by the Seller. In this case, the Customer is solely responsible for the legality of the transmission under data protection law and for the collection, processing, or use of the data in accordance with the agreement. Furthermore, the provisions of the privacy policy of the Seller apply.

Repair/Inhouse/Installation

1. Repair, in-house and/or assembly work shall be carried out on the basis of an explicit written order to that effect by the Buyer.

2. All work shall be carried out by the Seller on the basis of information (drawings, etc.) sent to the Seller in advance, the accuracy of which shall be guaranteed by the Buyer.

3. If the Buyer wishes to make additions or changes to the agreed repair, in-house and/or assembly work, this will constitute additional work that may be charged to the Buyer separately.

Retention of title

1. The Seller retains ownership of all goods delivered or to be delivered to the Buyer under the agreement until the Buyer has paid the Seller in full for the goods in question or for any work performed or to be performed under such agreement, as well as until any claims for failure to comply with such agreements have been settled in full.

2. The goods delivered may be resold or used by the Buyer in the course of its normal business operations, but may not be used as security, in any form whatsoever (including pledging), for claims by third parties.

3. At the Seller's first request, the Buyer undertakes to establish a silent pledge on all claims against third parties resulting from the delivery to those third parties of goods subject to the retention of title referred to in point 1 of this chapter, to insure it against all possible damage and to perform all actions required for this purpose. Any costs associated with this shall be borne by the Buyer.

Payment

1. Unless otherwise agreed in writing, payment for goods and/or services delivered must be made to the Seller's bank account as stated on the invoice, or in any other manner communicated by the Seller to the Buyer.

2. The Buyer is not entitled to any set-off other than that to which it is entitled under the law.

3. Unless otherwise agreed, the Buyer shall pay the Seller the invoice amount for goods and/or services delivered within 30 days of the invoice date if this amount is €15,000 (excluding sales tax) or less, and - 30% of the invoice amount within 8 days of the order confirmation date - 50% for shipment of the goods or within 8 days of notification that the goods are ready for shipment (the Seller shall inform the Buyer in advance) - 20% within 30 days of (the first) delivery or after services have been provided if the invoice amount exceeds £15,000 (excluding sales tax).

4. If the Seller has granted discounts to the Buyer, the Buyer is entitled to deduct these discount amounts from the price, unless payments are not made on time and/or invoice amounts are outstanding.

5. If the payment term is exceeded, the Buyer will be in default without notice of default being required and will owe statutory interest from the due date. In that case, the Seller shall also be entitled to charge the Buyer any extrajudicial and judicial (collection costs) incurred by the Seller, without prejudice to the Seller's other claims for reimbursement of costs and compensation.

6. Payments made by the Buyer shall first be used to settle any claims that the Seller may have against the Buyer in respect of which the Seller has not retained title, then to settle all interest and costs due, and finally to settle the longest outstanding invoices, even if the Buyer states that the payment relates to a specific claim or invoice.

7. If the Buyer exceeds a payment term, the Seller shall be entitled to deliver subsequent deliveries cash on delivery or against payment in advance.

8. If the Seller grants the Buyer a postponement of the performance of any obligation, the new term shall always be definitive in nature.

Reclamation

1. Complaints by the buyer may only be made in respect of missing or undelivered items and in respect of externally visible defects in items or services. The buyer is obliged to report any missing items, items not ordered or externally visible damage in writing to the seller upon delivery and receipt. Complaints to the seller must be made in writing and must be enclosed with the above-mentioned complaint within 5 working days of receipt of the items by the buyer or after the day on which the shortcomings were reported. In the event of externally visible defects in goods, the Seller has the choice of replacing, repairing or taking back the goods in question against crediting the Buyer. If the aforementioned period is exceeded, the Buyer shall lose all rights to make a complaint. The Seller shall only accept returned goods if and insofar as it has agreed to the return in advance and if the goods are delivered to the address specified by the Seller in their original packaging and in the condition in which the Seller delivered them to the Buyer. The return shipment must be accompanied by the Seller's order confirmation number. The costs of (dis)assembly shall be borne by the Buyer.

2. Complaints about items belonging to a partial shipment shall not affect previous and subsequent partial shipments that are part of the same order.

3. Minor deviations in quality, colour, size or finish that are customary in the trade or technically unavoidable cannot constitute grounds for complaint.

4. Complaints by the Buyer on the basis of this article do not affect his payment obligations towards the Seller.

5. Credits for return shipments, returns and order cancellations by the Buyer shall be based on the purchase price charged to the Buyer.

Returns

1. Goods may be returned under certain conditions. The standard conditions applicable to this are:

A) Only after prior consultation.

B) Returns must in principle be made within 3 months of delivery. Any longer period is only possible after prior agreement.

C) The goods must not be custom-made.

D) The goods must be unused/undamaged/free of signs of use and therefore “resalable”.

E) The goods must be delivered to us (Schmalz Netherlands) carriage paid. Schmalz B.V. Attn: Contact person Generatorstraat 34 7556 RC HENGELO THE NETHERLANDS The Schmalz Benelux order number must be noted somewhere as a reference.

F) 20% of the net invoiced value will be deducted from the credit note as return costs (for handling, administration, return shipment to Germany, inspection of goods prior to adding the item back to the warehouse in Germany, repackaging if necessary, etc.).

Warranty

1. Subject to the provisions of this article, the Seller shall ensure that the goods or services supplied by it are free from manufacturing or material defects. The Seller shall have the option of replacing, repairing or taking back defective goods against crediting the Buyer.

2. The warranty period is 12 months, commencing on delivery to the Buyer, excluding wear parts, warranty based on single-shift use, i.e. 8 consecutive hours per day. Replacement parts have a warranty period of 3 months, but at least as long as the period of the original delivery.

3. The Seller guarantees that any repair and assembly work to be carried out by the Seller will be performed to the best of its ability.

4. Claims by the Buyer under this article do not affect its payment obligations to the Seller.

5. The shipment of goods from the Buyer to the Seller in respect of which a claim under the warranty is made shall be at the expense and risk of the Buyer, and after prior consultation with the Seller.

6. The Seller shall not be bound by the warranty if the Buyer fails to fulfil any obligation arising from the agreement(s) concluded with the Seller, or fails to do so properly or in a timely manner.

7. The warranty does not cover defects that occur or are wholly or partly the result of: - failure to observe the instructions for use and installation or careless use, and normal wear and tear, colour change or discolouration, - repairs or other work carried out on the items by third parties, including the Buyer, - use for purposes other than normal purposes and use in aggressive environments, - any external damage, etc., and damage to the exterior.

Exclusion

1. Without prejudice to the provisions of this article, the Seller shall only be liable for damage to or caused by goods delivered by the Seller to the Buyer or services performed on behalf of the Buyer or by shortcomings in the performance of the agreements concluded with the Buyer up to a maximum of the purchase price of the goods in question.

2. The Seller shall not ever be liable for any consequential damage.

Unforeseeable circumstances

1. Without prejudice to the statutory provisions, the following shall be deemed to be non-attributable shortcomings on the part of the Seller: strikes, fire, loss of goods in transit, water damage, government measures, delays in shipping abroad, war, terrorism, mobilisation, transport impediments, import impediments, failure of suppliers, as well as all circumstances that impede the Seller in the normal course of its business.

2. In the event of a non-attributable failure, the Seller shall be entitled to suspend the performance of the agreement for as long as the situation in which it is failing to perform is attributable to circumstances beyond its control, or, if the non-attributable failure has lasted for one month, to dissolve the agreement in whole or in part without judicial intervention, without being liable for compensation.

Intellectual property

1. All intellectual property rights relating to goods delivered and work performed by the Seller, including the drawings and calculations produced and the related information, data and know-how, shall remain vested in the Seller. Without the Seller's express prior written consent, the Buyer is not entitled to disclose, reproduce, edit or otherwise use this information.

2. Without prejudice to the provisions of this article, the Buyer is not entitled to remove, damage and/or alter the trademarks, type or identification numbers or marks affixed to the goods delivered by the Seller, including the packaging.

Termination

1. In the event of (provisional) suspension of payments, bankruptcy, cessation or liquidation of the Buyer's business, legal merger of the Buyer, or in the event of a substantial change in control of the Buyer, all agreements with the Buyer shall be dissolved by operation of law, unless the Seller informs the Buyer within a reasonable period of time that it requires performance of (part of) the agreement(s) in question, in which case the Seller shall be authorised, without notice of default, to: - suspend the performance of the agreement(s) in question until payment has been sufficiently secured, and/or - suspend all its obligations towards the Buyer; All this without prejudice to the Seller's other rights under any agreement with the Buyer and without the Seller being liable for any compensation.

2. If the Buyer fails to fulfil any obligation arising from any agreement properly or within a set period or otherwise fails to fulfil such obligation in a timely manner, the Buyer shall be in default and the Seller shall be entitled, without notice of default, to: - immediately suspend the performance of that agreement and any agreements directly related thereto until payment has been sufficiently secured; - terminate that agreement and any agreements directly related to it in whole or in part, without prejudice to the Seller's other rights under any agreement with the Buyer and without the Seller being liable for any compensation.

3. In the event of an occurrence as referred to in Paragraph 1 or Paragraph 2, all claims of the Seller against the Buyer and the claims referred to under the relevant agreement(s) shall become immediately and fully due and payable, and the Seller shall be entitled to take back the goods in question. In that case, the Seller and its authorised representative(s) shall be entitled to enter the Buyer's premises and buildings in order to take possession of the goods.

4. The applicability of Section 6:278 of the Dutch Civil Code is expressly excluded if the Seller terminates any agreement with the Buyer or otherwise gives notice of rescission as referred to in Section 6:278 of the Dutch Civil Code.

Applicable law

1. All agreements between the Seller and the Buyer to which these terms and conditions apply, and all disputes arising from or related to them, shall be governed by Dutch law.

2. Disputes relating to these terms and conditions or agreements to which these terms and conditions apply shall be settled by the Dutch court, namely the District Court of Almelo.

Partial invalidity

1. If one or more provisions of these terms and conditions are or become invalid or void, this shall not affect the validity of the remaining provisions. In the event of a provision being invalid, the Buyer and Seller shall be bound by a provision with as similar a meaning as possible that is not subject to invalidity. Schmalz BV, Generatorstraat 34, 7556 RC Hengelo, 01-12-2023 filed with the Chamber of Commerce Veluwe and Twente.