terms & conditions

A.     definitions

Supplier: Aalberts N.V. or one of its group companies, specified as the Supplier in the Order Form.

Customer: the party that concludes an

Agreement with Supplier and that is specified as the Customer in the Order Form.

Parties: (both) Supplier and Customer. Agreement: these GTC in connection with the Order Form, in which these GTC are embedded. Order Form: the binding (electronic) document describing the Products and/or Services to be provided by Supplier to Customer and stipulating further commercial terms.

Products: the product(s) to be delivered by Supplier to Customer subject to the Agreement. Services: the service(s) or contracted work to be performed by Supplier for Customer subject to the Agreement.

Serviced Products: those products delivered by Customer to Supplier on which Supplier performed Services described in Order Form.

GTC: these general terms and conditions of sale.

B.     commercial terms and conditions

1. offers and formation of an agreement
   • Information provided by Supplier in catalogues, pictures, drawings, weights, tests (samples), dimensions, technica! specifications, or shipping documents is for informational purposes only and does not form part of the Agreement unless expressly agreed in writing.
   • Customer shall provide Supplier with any information of which Supplier indicates that it is required, or of which Customer in fairness should understand that it is required for the delivery of Products or performance of Services. Customer guarantees the accuracy and completeness of the provided information. lf the required information is not provided (timely), Supplier may suspend performance and/or charge extra costs caused by the del
   • Supplier may alter the (construction) design of Products or Services without prior notice, provided such changes do not affect the agreed function or quality.
   • For Services performed at Customer’s location, Customer ensures all necessary conditions for safe performance.
2. payment
   • Supplier may invoice from the Agreement’s formation. Payment is due within fourteen (14) calendar days from the invoice date by bank transfer in the agreed currency, without set-off, discount, or suspension.
   • Late payments incur statutory commercial interest plus 2% per calendar month on the invoice amount from the due date until full payment, including outstanding interest.

3. delivery of products, completion of services
   • Delivery of (Serviced) Products will be ‘Ex Works’ per the latest lncoterms.
   • The agreed delivery date is an estimate only and nota final deadline. Supplier is not liable for delays not directly caused by
   • lf Customer refuses delivery or fails to (timely) provide information or instructions required for delivery, the (Serviced) Products will be stored at Customer’s risk and expense.
   • Customer, on penalty of forfeiture of all rights, must inspect delivered (Serviced) Products and notify Supplier in writing of any shortages or damages (specifying the nature and the basis of complaint) within ten (10) calendar days from the date of notification of (Serviced) Products’ readiness for collection or completion of Services. After this period, Customer is deemed to have accepted the delivery, and complaints will not be addressed.
   • Services are considered complete when:
     1. Customer approves or accepts the results of the Services or Serviced Products in writing;
     2. the Serviced Products have been put into use by Customer;
     3. Customer is informed in writing of completion of Services, but fails to approve or reject in writing within fourteen

(14) calendar days, or fails to reject the Services after an agreed acceptance test within fourteen (14) calendar days of Supplier’s notification that the acceptance test could be carried out; or

1. Customer rejects the results due to minor defects or missing parts that can be remedied within thirty (30) calendar days and do not prevent operational use. Supplier will remedy such issues as soon as reasonably possible.

• lf an acceptance test is agreed, Customer cannot withhold acceptance for reasons unrelated to the agreed specifications.
• Upon rejection, Customer must allow Supplier to re-deliver the Services.
• Customer indemnifies Supplier against all third-party claims related to damage caused by the Serviced

4. retention of title
   • Until all claims Supplier has against Customer, for whatever reason, have been paid in full, including interest, costs, and any other charges, Customer has no right to process, (re)sell, or otherwise use the (Serviced) Products. Customer shall store those (Serviced) Products separately, clearly identifiable, with the utmost care, and Customer shall insure them against the usual risks. Until full payment of all invoices due for the Products, Supplier remains the sole and exclusive owner of Products delivered to Customer.
5. product safety and recall
   • Customer shall comply with all safety, installation, maintenance, and other guidelines provided with the (Serviced)
   • Customer shall not undertake any product safety measures, including public warnings, recalls, or notifications to authorities, without Supplier’s prior written consent.
   • Customer shall cooperate, as required by Supplier, on any safety measures required by European or local
   • In order to enable any public warning or product recall, Customer shall maintain records of the quantities and recipients of (Serviced) Products, including delivery dates and provide these to Supplier upon

C.      legal terms and conditions

6. warranty
   • Unless otherwise determined by mandatory law or the Order Form, Supplier warrants that the (Serviced) Products and materials used meet the specifications in the Order Form (if any) for twelve (12) months from the date Supplier informed Customer that the (Serviced) Product(s) are ready for collection, or the Services are completed.

• lf Customer invokes a valid warranty claim, Supplier may, at its discretion, either (i) replace the Products or Services, or (ii) terminate the Agreement in whole or in part with a pro-rata refund, excluding costs of materials, call-out charges, and installation
• Warranty obligations lapse if:
  1. defects should have been discovered by Customer during the inspection referred to in the ‘delivery of Products, completion of Services’ section of these GTC;
  2. Products / Services have been put into operation by an unqualified installer or not in accordance with installation conditions and/or applicable laws;
  3. Products / Services are used for purposes other than their designated use;
  4. Products / Services are handled, used, or maintained improperly by Customer;
  5. defects are due to normal wear and tear;
  6. defects result from government regulations on materials used;
  7. Customer fails to fulfil its obligations to Supplier;
  8. Customer makes unauthorized changes or repairs;
  9. defects result from materials, products, working methods, or constructions applied on Customer’s instruction or consultation;
  10. defects are otherwise attributable to Customer.

• Costs exceeding Supplier’s obligation to replace the Product or reperform the Services will be borne by Non-defective returned Products will be sent back to Customer at Customer’s expense.
• Damaged or incomplete Products will only be replaced and Services reperformed if returned in original or equivalent packaging.
• Ownership of replaced parts or Products transfers to Supplier.
• A warranty claim does not entitle Customer to suspend any obligations to
• For resale of finished Products purchased by Supplier and delivered unprocessed to Customer, no warranty or liability is provided unless agreed in writing by the original manufacturer.
• Supplier may enforce stricter conditions for outsourced parts of the Agreement.

7. liability
   • Supplier’s liability is limited in time and scope to the warranty obligations in these
   • To the extent permitted by applicable law, Supplier is not liable for wrongful acts, omissions, or damages other than Direct
   • “Direct Damages” include: (i) reasonable costs to make Supplier’s delivery conform to the Agreement; (ii) reasonable costs to determine the cause and extent of the loss referred to under (i); and(iii) reasonable costs to prevent or limit the loss referred to under (i) in so far as these costs have actually resulted in prevention or limitation thereof. Consequential damages, loss of profit, and loss of income are excluded.
   • Supplier’s liability for Direct Damages is limited to damages resulting from Supplier’s

     failure to fulfil its obligations, proven to be directly caused by Supplier’s attributable failure. This liability is capped per event or series of related events with a common cause, to the value agreed (excluding VAT) for the failed obligation(s), up to a maximum of 100,000 EUR per calendar year, unless further limited by other paragraphs of this article.

   • lf installation of (Serviced) Products is not part of the Agreement but Supplier assists, it is at Customer’s risk.

   • Any claim against Supplier lapses one (1) year from the damage date unless legal action is instituted by Customer. Supplier may invoke liability limitations applicable to third parties.

   • These liability limitations do not apply to damages caused by Supplier’s intent or wilful recklessness.
8. indemnification

• Customer shall indemnify Supplier, its personnel, and contractors against third-party claims for damages related to Supplier’s performance of the Agreement. Customer shall cover all costs incurred by Supplier resulting from such claims and, at Supplier’s request, defend or settle the claim at no expense to Supplier.

9. intellectual property rights 

• All intellectual property rights (including, but not limited to, copyrights and design rights, registered and unregistered) to materials provided by Supplier (drawings, photographs, catalogues, models, designs, technica! documents, calculations, etc.) remain vested in Supplier. Customer is granted a non-exclusive, non-transferable and revocable right to use these materials in an unaltered form and for its own use, within the agreed scope and/or the use that is reasonably required within the context of the Agreement.

• lf any intellectual property rights are vested in or transferred to Customer, Customer shall, upon Supplier’s first request, transfer these rights back to Supplier free of charge.

• Customer may not copy or edit Supplier’s catalogues (incl. photographs) or use (digital) photographs provided by Supplier for any purpose other than specified by Supplier. Website use of these photographs requires Supplier’s prior written consent.

  Supplier may withdraw permission to use Supplier’s materials at any time, with immediate effect, without becoming liable towards Customer and Customer must immediately return all materials.

• Customer is prohibited from placing its own photographs or drawings of Products or Services originating from Supplier on the internet.

• lf Products are found to infringe third-party copyrights or design rights in Supplier’s country of registration, Supplier will take back the Products and reimburse the purchase price. This is customer’s sole remedy.

• Upon termination or expiration of the Agreement, Customer must, at Supplier’s option, destroy or return all information referred to in this article, except for information needed for further use of the Products or the Services.

10. suspension and termination

• Without prejudice to the statutory possibilities of dissolution or termination, Supplier has the right to terminate the Agreement, without any obligation to pay damages, if:
• 1. Customer is declared to be in liquidation, files fora winding-up petition, or if a winding-up petition is filed for;
• 2. Customer applies fora (provisional) moratorium, if a moratorium is granted, or if Customer goes into liquidation;
• 3. attachment is made of the assets of Customer or a part thereof;
• 4. a party obtains (indirect) control of Customer other than the party at the time of conclusion of the Agreement;
• 5. Supplier, due to force majeure, is unable to fulfil its obligations towards Customer and the force majeure situation lasts for at least twenty (20) calendar days;
• 6. Customer fails to fulfil its obligations arising from the Agreement; or
• 7. circumstances occur that, according to Supplier, are of such a nature that (partial) performance or maintaining the Agreement, in whole or in part, is impossible or can no longer be expected from Supplier in accordance with the requirements of reasonableness and fairness.

• In the aforementioned events, all payment obligations of Customer will immediately become due and payable without Supplier being obliged to send any notice of This is without prejudice to the other rights accruing to Supplier.
• Supplier has the right to terminate the Agreement for convenience with a notice period of three (3) months. Orders placed within the term of the Agreement will be
• Customer is not entitled to early termination. lf Customer nevertheless terminates the Agreement early, the full agreed price will remain Customer is not entitled to dissolve the Agreement.
• Customer is not authorized to suspend its obligations arising from the Agreement, nor is it entitled to set off any payment (i.a. fee or damages claims) under the Agreement with any (alleged) claim.
• lf Parties have agreed that the Agreement is to be implemented in phases, Supplier may suspend the implementation of a subsequent phase until Customer, at the request of Supplier, has approved the performance of the preceding phase in
• lf the Agreement comes to an end before the Products are delivered to Customer or the Services are completed, Supplier has the right to immediately demand payment of the raw materials, materials, parts, and other items purchased, reserved, processed, and manufactured for the performance of the Agreement and of the part of the obligations already fulfilled by Supplier, without prejudice to Supplier’s other rights.

11. no assignment clause

• Customer may not assign or transfer any rights or obligations under the Agreement without the prior written consent of Supplier.

12. confidentiality

• Customer shall treat as strictly confidential and not disclose or use, directly or indirectly, for any purpose other than the performance of this Agreement, any data, information, know-how, trade secrets, or other proprietary or confidential material of or relating to Supplier, its organization, customers, procedures, files, Products and Services, or any other aspect of its business, that Customer obtains or learns in connection with this Agreement, whether in oral, written, electronic, or any other form or medium (“Confidential Information”).

  Customer shall protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. Customer shall limit access to the Confidential Information to its employees, agents, contractors, or representatives who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. This obligation shall survive the termination or expiration of the Agreement for as long as the Confidential Information remains confidential or proprietary. Customer shall not disclose any substantive information or use Supplier’s name or logo for publicity, marketing, or endorsement purposes without Supplier’s prior written consent.

13. force majeure

• Force majeure includes, but is not limited to: unavailability or unsuitability of materials, products, or services required for delivery, including shortages due to price increases by Supplier’s suppliers, transport impediments, non-performance by Supplier’s suppliers, inability to obtain necessary licenses or consents, work strikes, illness or lack of personnel, war, extreme weather, natural disasters, energy shortages, power failures, internet or telecommunication failures, cybercrime, hacks, pandemics, epidemics, import or trade restrictions, or other government measures hindering Supplier’s work.
• During force majeure, Supplier’s obligations are lf force majeure exceeds six (6) months, either Party may terminate the Agreement, in whole or in part, without liability for damages. Supplier may claim immediate payment for work already performed.

14. miscellaneous

• These GTC apply to the Agreement and related legal
• Supplier may amend these GTC, effective thirty (30) days after sending the amended conditions to Customer.
• This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, negotiations, and understandings, whether written or oral.
• In case of conflict between these GTC and the Order Form, the Order Form prevails.
• Customer’s general terms and conditions, if any, are explicitly rejected.
• The Supplier’s failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
• Provisions relating to confidentiality, indemnification, and limitation of liability shall survive the termination or expiration of this Agreement.
• Customer shall comply with all relevant laws and regulations, including but not limited to those on unfair competition, export control, sanctions, bribery, privacy, environment and safety.
• Claims or disputes arising from the Agreement are governed by the laws of Supplier’s registration country and settled exclusively by the district court in its capital city. The Vienna Sales Convention (CISG) is elusively by the district court in its capital city. The Vienna Sales Convention (CISG) is excluded.