General Terms and Conditions of Sale and Delivery of Kratiste BV

Version 21 December 2022

Article 1: Definitions

In these general terms and conditions of sale and delivery, the following shall be understood as:

1. Kratiste BV: the private limited company Kratiste BV.
2. Client: the natural or legal person who buys and/or is supplied with goods from Kratiste BV
   Kratiste BV has commissioned the delivery of goods or services.
3. Agreement or contract: any agreement between the Client and Kratiste BV, concerning the purchase and sale of items and goods or the provision of services.
4. The general terms and conditions: the present general terms and conditions of sale and
   Delivery terms.

Article 2 Applicability

1. The general terms and conditions apply to all requests for quotations, offers, price quotations, agreements and deliveries concerning the sale of items, goods and services by Kratiste BV, unless the parties explicitly agree otherwise in writing.
2. Kratiste BV rejects the applicability of any General Terms and Conditions of the Client
   expressly declined.

Article 3 Offers, tenders, quotations

1. All quotations, offers and price estimates from Kratiste BV are entirely without obligation.
2. Unless a deviating acceptance period is mentioned, quotations, offers and price quotations expire after 30 days.
3. Unless otherwise agreed, the prices stated are:

– based on the factual data relevant to the performance of the agreement, as per the order confirmation;

– based on timely provision of the required information by the Client to Kratiste BV;

– based on the level of purchase prices, wages, labour costs, social and government charges, packaging and other costs applicable at the time of the order confirmation;

– including the costs of unloading and assembly on site and insurance;

– excluding VAT, import duties and other taxes, levies and charges, and any costs incurred under the agreement, including transport, travel and accommodation, shipping, and administrative costs;

– amounts in Euros, any currency fluctuations will be passed on;

Excluding packaging.

4. Quotes, offers and price estimates do not automatically apply to future orders.
5. A composite quotation does not oblige Kratiste BV to perform part of the assignment for a corresponding part of the stated price.
6. If acceptance (whether on subordinate points or not) deviates from the offer as included in the quotation, tender or price estimate, Kratiste BV shall not be bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless Kratiste BV indicates otherwise.
7. An agreement is only concluded once Kratiste BV has confirmed its offer in writing and the Client accepts it without the acceptance differing from the offer. If the offer was not made in writing, then the agreement with the Client is only concluded at the moment Kratiste BV confirms the establishment and content of the agreement to the Client in writing by means of an order confirmation, unless the Client objects to this in writing without delay.
8. Kratiste BV shall only be bound by documentation provided by the Client if and to the extent that data from this documentation is explicitly referred to in its offer.
9. All costs arising from additions and/or alterations to an order by or on behalf of the Client shall be borne entirely by the Client.

Article 4 Performance periods, execution and amendment of agreement, price increase

1. Stated and agreed delivery times and other times are determined by Kratiste BV by approximation and never count as a definitive deadline.
2. The Client irrevocably agrees that Kratiste BV has engaged and may engage third parties, for its own account or – in consultation – for the Client’s account and in its own name or in the Client’s name, to deliver products or services under the terms and conditions of that third party. Kratiste BV is not liable for any act or omission of a third party.
3. The applicability of Article 7:404, Article 7:407(2), and Article 7:409 of the Dutch Civil Code is expressly excluded.
4. If Kratiste BV or third parties engaged by Kratiste BV perform work under the assignment at the Client's premises or a location designated by the Client, the Client shall, free of charge, provide the facilities reasonably required by those employees.
5. Kratiste BV is entitled to carry out the agreement in several phases and to invoice the parts executed as such separately.
6. If the agreement is executed in phases, Kratiste BV may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing and has paid the invoice relating to that preceding phase.
7. The Client shall ensure that all data which Kratiste BV indicates as necessary, or which the Client reasonably ought to understand as necessary for the performance of the agreement, are provided to Kratiste BV in a timely manner. If such data are not provided to Kratiste BV in a timely manner, Kratiste BV shall have the right to suspend the performance of the agreement and/or to charge the Client the additional costs resulting from the delay at the then-usual rates. The performance period shall not commence before the Client has made the data available to Kratiste BV. Kratiste BV shall not be liable for any damage whatsoever caused by Kratiste BV acting on incorrect and/or incomplete data provided by the Client.
8. Any amendment to the agreement may only be agreed in writing. If parties have reached an agreement on a specific amendment to the agreement, Kratiste BV shall confirm the amendment in writing. This confirmation shall in any event state the substantive, financial, and temporal consequences of the amendment.
9. If the parties are in agreement on the desired amendment to the agreement, but the written requirement in the previous paragraph has not been met, and Kratiste BV, with the knowledge of the Client, performs the agreement in its amended form, then, unless the Client provides evidence to the contrary, the invoice or invoices to be received from Kratiste BV shall be deemed to reflect the correct content and scope of the amended agreement.
10. If an amendment to the agreement has been agreed upon, the Client shall reimburse Kratiste BV for the costs associated with the amendment, to be reasonably determined by Kratiste BV. This may include, but is not limited to, the cost price of already purchased materials or labour, price changes of supplies, or cancellation costs arising from the cancellation of supplies that were initially necessary for the performance of the unaltered agreement.
11. If the Client fails to fulfil its obligations to Kratiste BV, the Client shall be liable for all direct and indirect damage incurred by Kratiste BV as a result.
12. If Kratiste BV has agreed on a fixed fee or price with the Client, Kratiste BV is nevertheless at all times entitled to increase this fee or price without the Client being entitled to dissolve the agreement for that reason, if the increase in price arises from a power or obligation under law or regulation or is caused by an increase in the price of raw materials, wages, etc., or for other reasons that could not reasonably have been foreseen at the time of entering into the agreement.
13. If the price increase, other than as a result of an amendment to the contract, exceeds 10% and occurs within three months of the conclusion of the contract, only the Client shall be entitled to terminate the contract by means of a written notice, unless Kratiste BV is then still prepared to perform the contract on the basis of the originally agreed amount.

Article 5 Transport, transfer of risk and delivery

1. Kratiste BV is entitled to choose the method of transport, whereby hindrances or temporary inability to use the chosen method of transport do not oblige Kratiste BV to choose another method, unless the parties have agreed otherwise in writing.
2. Kratiste BV is entitled to deliver in parts (partial deliveries), which Kratiste BV may invoice to the Client separately.
3. Unless otherwise agreed, the costs of transport and insurance shall be borne by the Client for deliveries within the Netherlands.
4. Upon delivery outside of the Netherlands, unless otherwise agreed, delivery shall take place ex-works Kratiste BV.
5. When shipping within the Netherlands, the risk concerning the delivered goods transfers to the Client at the moment they are made available to the Client.
6. Upon delivery outside the Netherlands, the risk relating to the delivered goods shall be regulated in accordance with the Incoterms provisions agreed upon by the parties.
7. If Kratiste BV has set aside items for the Client from its other stock items but has not yet delivered them for whatever reason, or if Kratiste BV holds items for the Client and on behalf of the Client, the risk of loss, theft, damage, destruction, or deterioration shall be borne by the Client unless the risk in question has occurred as a result of intent or gross negligence on the part of Kratiste BV.
8. The moment of delivery, for deliveries within the Netherlands, is the moment when the goods to be delivered are unloaded or discharged at the agreed-upon location. The moment of delivery, for deliveries outside the Netherlands, is the moment when Kratiste BV has fulfilled all obligations in accordance with the Incoterms provisions agreed upon by the parties.
9. The client must report any shortages, defects, and damage in writing directly to Kratiste BV within 24 hours of delivery, failing which the goods shall be deemed to have been received by the client in good order, complete, and without damage or defects.
10. In the event that the Client does not accept or has indicated they will not accept a delivery offered by Kratiste BV, Kratiste BV is nevertheless entitled to store the relevant goods, without notice of default, at the expense and risk of the Client, either within Kratiste BV or at third parties, and to demand payment.
    The carrier's report, containing the Client's refusal to accept, shall serve as full proof of offer and delivery. At the moment of offer, all risks shall pass to the Client.
11. In the event that the Client fails to accept the goods after the reasonable period specified in a notice of default, Kratiste BV shall be entitled to sell the goods to third parties, in which case the net proceeds shall be deducted from any amount owed by the Client to Kratiste BV.

Article 6 Suspension, termination and interim termination of the agreement

1. Kratiste BV is authorised to suspend the performance of its obligations or to dissolve the agreement in whole or in part, if the Client does not, does not fully or does not timely fulfil its obligations under the agreement with it.
2. Furthermore, Kratiste BV is entitled to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that unchanged continuation of the agreement cannot reasonably be expected of Kratiste BV.
3. Should the agreement be terminated, the claims of Kratiste BV against the Client will be immediately due and payable.
4. If Kratiste BV proceeds to suspension or dissolution, it shall not be liable in any way for damages and costs incurred as a result thereof.
5. If the dissolution is attributable to the Client, the Client shall compensate Kratiste BV for the damage that has arisen or will arise directly and indirectly from it.
6. If the Client fails to fulfil its obligations arising from the agreement for the Client and this justifies dissolution of the agreement, Kratiste BV shall be entitled to dissolve the agreement immediately and with immediate effect, without any obligation on its part to pay any damages or compensation, while the Client shall be obliged to pay damages or compensation.
7. In the event of liquidation, suspension of payment or bankruptcy proceedings, of attachment – if and to the extent that the attachment is not lifted within three months –, of debt restructuring, or any other circumstance under which the Client can no longer freely dispose of its assets, Kratiste BV shall be entitled to terminate the agreement immediately and with immediate effect, without any obligation on its part to pay any compensation or damages. Kratiste BV’s claims against the Client shall be immediately due and payable in that case.
8. If the Client is entitled to terminate the agreement, then the work already carried out by or for Kratiste BV and the materials ordered or prepared for such work, increased by any transport, delivery and shipping costs thereof and the labour reserved for the execution of the agreement, shall be borne in full by the Client.
9. If the agreement concerns the supply of goods, the Client is not entitled to cancellation. However, if Kratiste BV agrees to cancellation, the Client shall pay the full agreed price plus any additional costs incurred by Kratiste BV. In no event is the Client entitled to a refund of part of the price, whether due to cost savings by Kratiste BV, mitigation of damages by Kratiste BV through sale of the goods to a third party, or otherwise.
10. In the event of a contract of mandate, for example, but not exclusively, for the performance of work, consultancy, or the preparation of plans, the Client, in cases where the mandate is terminated by the Client before it has been fully completed by Kratiste BV, or before the agreed term has expired, shall, notwithstanding the provisions of Article 7:411 of the Dutch Civil Code (BW) paragraphs 1 and 2, at all times owe the full fee, as if the mandate had been completed or the agreed term had expired. The full fee shall in such a case never be reduced by savings.

Article 7 Force Majeure

1. Kratiste BV is not obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of force majeure.
2. In the context of this article, force majeure means circumstances that prevent Kratiste BV from fulfilling the agreement and which cannot be attributed to Kratiste BV, including but not limited to: (i) measures taken by any domestic, foreign, supranational, or international government, (ii) disruptions in the electricity supply, communication links, or other equipment or software of Kratiste BV, (iii) disruption of internet, service providers, computer network, or telecommunication facilities, (iv) war, international conflicts, violent or armed conflicts, (v) work occupancy, strikes, labour unrest, and incapacity for work among third parties or its own personnel, (vi) boycotts, (vii) general transport problems, (viii) the unavailability of one or more staff members whose personal efforts are necessary for the fulfilment of the agreement, (ix) force majeure on the part of Kratiste BV's suppliers, (ii) the failure to properly fulfil the obligations of suppliers prescribed by the Client to Kratiste BV, (x) defects in goods, equipment, software, or materials from third parties whose use is prescribed by the Client to Kratiste BV, (xi) terrorist attacks or occupations, (xii) epidemics and pandemics, (xiii) financial crises, (xiv) the malfunctioning of the payment network of the relevant banks. If such a circumstance occurs, Kratiste BV shall take such measures as can reasonably be expected of it to limit the damage to the Client.
3. During force majeure, Kratiste BV's delivery obligations and other obligations are suspended. If this period lasts longer than 2 months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
4. Insofar as Kratiste BV has partially fulfilled its obligations under the agreement at the time force majeure occurs, or will be able to fulfil them, and the fulfilled or to be fulfilled part has independent value, Kratiste BV is entitled to invoice the already fulfilled or to be fulfilled part separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 8 Payment, collection costs and security

1. The client must pay the invoices from Kratiste BV within 30 days of the invoice date by deposit or transfer to the bank or giro account stated on the invoice, unless the parties have agreed otherwise. The value date indicated on the bank or giro statements of Kratiste BV shall be considered the date of payment. Kratiste BV is entitled to invoice periodically.
2. The client must pay the invoices from Kratiste BV in accordance with the first paragraph, without invoking any right of suspension and without invoking set-off or discount.
3. If the agreed payment term is exceeded, the Client shall be in default from the day that term has expired, without any further notice of default from Kratiste BV being required.
4. Payments made by the Client shall always first be applied to settle all outstanding costs and then to settle all outstanding interest, in order of the invoices that have been open the longest. This also applies if the Client indicates with their payment that the settlement relates to a later dated invoice.
5. In the event of non-compliance or untimely compliance with any obligation owed by the Client to Kratiste BV; death; permanent disability; if the Client is placed under guardianship, administration or curatorship; (an application for) suspension of payment, bankruptcy and/or debt restructuring; an out-of-court settlement; seizure of assets belonging to the Client; full or partial transfer and/or cessation of the Client's business; merger, demerger and dissolution of the Client; change of control over the Client, their
   In the event of the Client's insolvency and/or demonstrably reduced creditworthiness, Kratiste BV shall be entitled to dissolve all ongoing agreements or parts thereof that have not yet been performed at that time, by means of an extrajudicial declaration, without any judicial intervention being required and without prejudice to its right to claim damages.
6. In the situations referred to in the previous article, any claim that Kratiste BV may have against the Client is immediately and fully due and payable. Any rights of use granted to the Client, for example in cases where Kratiste BV has reserved intellectual property rights to advice, plans, drawings or models under these conditions or otherwise, will immediately and by operation of law terminate.
7. All legal and extrajudicial costs incurred by Kratiste BV in connection with the recovery of amounts owed to Kratiste BV and not paid on time shall be borne by the Client. The legal costs shall be set at the actual legal costs incurred by Kratiste BV. To compensate for the extrajudicial costs, the Client shall be obliged to pay a penalty set at 15% of the amount due, with a minimum of EUR 250, even if only one or a few reminders are sent to obtain payment
   outside of court, unless the actual out-of-court costs amount to a higher sum, in which case such actual costs shall be due.
8. Kratiste BV is entitled, upon or after entering into the agreement with the Client, before (further) performance, to demand an advance payment from the Client and/or to demand security that both payment obligations and other obligations will be met.

Article 9 Retention of Title

1. Ownership of all goods delivered or to be delivered remains with Kratiste BV and will only transfer when the Client has paid the price due, and any applicable costs, penalties, interest, and damages, as well as the price due and any applicable costs, penalties, interest, and damages pursuant to other agreements between Kratiste BV and the Client. Until that time, Kratiste BV may sell the goods to third parties, in which case the net proceeds will be deducted from the total amount due to Kratiste BV.
2. The Client is entitled to sell or use the delivered goods in the normal course of business; however, no security interest may be created over these goods, and the Client may not perform any actions (or cause any actions to be performed) in relation to these goods that would make them a component or integral part of one or more other goods. If goods are resold concerning which title retention in favour of Kratiste BV still applies, the Client shall be obliged to retain title to them themselves and, at the first request of Kratiste BV, to assign all claims against its debtor to Kratiste BV, up to the amount owed to Kratiste BV.
3. If the goods subject to retention of title are stored not with the Client, but with a third party, the Client shall inform this third party of the retention of title, and notify that third party that they are holding the goods for Kratiste BV to this extent, without this resulting in any obligation for Kratiste BV to pay storage fees or other costs.
4. The client shall at all times do everything that can reasonably be expected of them to safeguard the property rights of Kratiste BV. If third parties seize goods delivered under retention of title or wish to establish or enforce rights thereon, the client is obliged to notify Kratiste BV thereof immediately. Furthermore, the client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion, and water damage as well as against theft, and to provide the policy of this insurance for inspection by Kratiste BV upon first request. In the event of an insurance payout, Kratiste BV is entitled to these funds. To the extent necessary, the client hereby agrees in advance to cooperate with Kratiste BV in all matters that may (prove to) be necessary or desirable in that context.
5. If the Client defaults on their payment obligations to Kratiste BV or if Kratiste BV has good reason to fear that the Client will default on these obligations, Kratiste BV is entitled to repossess the goods delivered under retention of title without prior notice of default. The Client hereby authorises Kratiste BV to enter the premises where these goods are located and to actually repossess these goods. After repossession, the Client will be credited for the market value, which in no case may exceed the original purchase price, less the costs related to the repossession.

Article 10 Warranties, inspection and complaints, limitation period

1. The warranty mentioned in this article applies to items intended for use within the Netherlands. For use outside of the Netherlands, the Client must verify whether the items are suitable for use in that location and comply with the relevant conditions. In such cases, Kratiste BV may impose different warranty and other conditions concerning the items to be supplied or the work to be carried out.
2. Subject to the other provisions of these terms and conditions, Kratiste BV exclusively guarantees that the delivered goods, with the exception of consumables, will meet the product specifications at the time of delivery and will possess the properties that have been confirmed in writing by Kratiste BV to the Client before or at the conclusion of the agreement.
3. The guarantee referred to in Article 2(1) applies for a period of [period] after delivery, unless the nature of the delivered item implies otherwise or the parties have agreed otherwise. If the guarantee provided by Kratiste BV concerns an item produced by a third party, then the guarantee is limited to that provided by the producer of the item, unless stated otherwise. The guarantee of Kratiste BV shall never extend beyond the guarantee provided to Kratiste BV by the supplier, manufacturer, or importer.
4. All forms of guarantee shall become void if a defect has arisen as a result of or stems from improper or incorrect use, incorrect storage or maintenance by the Client and/or by third parties, or when, without the written consent of Kratiste BV, the Client or third parties have made or attempted to make modifications to the item, to which other items have been attached that should not be attached to it, or if it has been processed or worked on in a manner other than prescribed. The Client shall also not be entitled to any warranty if the defect has arisen or is the result of circumstances over which Kratiste BV can exercise no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etcetera, unless resistance to these is an agreed specification and/or requirement. The Client will not be able to submit any complaints with regard to goods that they have processed or worked on.
5. The client must, within 24 hours of receipt or completion, check that each delivery or performance of work complies with the agreement. Any visible defects must be reported in writing to Kratiste BV within two weeks of delivery. Any non-visible defects must be reported in writing to Kratiste BV immediately, and in any event no later than fourteen days after such a defect became apparent or reasonably should have become apparent, stating as much detail as possible. The client must also state when and how the defect was identified. The client must provide Kratiste BV with the opportunity to investigate a complaint. Failure to submit a complaint on time or in a proper manner will result in the client forfeiting their right to complain.
6. If the Client complains in a timely manner, this does not suspend their payment obligation to Kratiste BV. In that case, the Client shall also remain obliged to accept and pay for the other ordered goods and matters that the Client has agreed with Kratiste BV.
7. If notification of a defect is made too late, the Client will no longer be entitled to repair, replacement or compensation.
8. If it is established that a product is defective and the Client has complained in a timely manner regarding this, Kratiste BV shall, within a reasonable period after receipt of return, or if that is not possible, after written notification of the defect by the Client, at Kratiste BV's discretion, replace the defective product, arrange for its repair, or pay the Client compensation. In the event of replacement, repair, or compensation, the Client is obliged to return the product to be replaced or repaired to Kratiste BV at their own expense and risk, unless Kratiste BV indicates otherwise. The repaired or replacement product can be collected by the Client from Kratiste BV's address in the Netherlands.
9. If it is established that a complaint about a defect is unfounded, then the costs of establishing this, including investigation costs, will be entirely borne by the Client.
10. After the warranty period has expired, all costs for repair or replacement, including administration, shipping, and call-out charges, shall be borne by the Client.
11. Notwithstanding the statutory limitation periods, the limitation period for all claims and defences against Kratiste BV and third parties involved by Kratiste BV in the performance of an agreement shall be 12 months.

Article 11 Liability

1. Kratiste BV shall not be liable for any damage, of whatever nature, arising from Kratiste BV acting on incorrect and/or incomplete data provided by or on behalf of the Client.
2. In any event, Kratiste BV's liability is always limited to the amount of its insurer's payout, if applicable.
3. In no event shall the liability insurance provide any cover
   If this occurs, the liability of Kratiste BV, to the extent Kratiste BV may be liable for any damage, shall be limited to a maximum of once the invoice value of the order excluding VAT, or at least to that part of the order to which the liability relates, and in total limited to a maximum of €25,000.
4. Kratiste BV is solely liable for direct damage, which is a direct and immediate consequence of the actions or omissions of Kratiste BV. Direct damage is understood exclusively as the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to bring the defective performance of Kratiste BV into conformity with the agreement, to the extent that these can be attributed to Kratiste BV and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. Kratiste BV is never liable for indirect damage, including consequential loss, loss of profit, missed savings and damage due to business stagnation, damage resulting from claims by third parties against the Client.
5. The client must indemnify Kratiste BV against third-party claims. All costs and damages incurred by Kratiste B.V. and third parties as a result shall be entirely borne by and at the risk of the client.
6. The limitations of liability included in this article do not apply if the damage is attributable to intent or gross negligence on the part of Kratiste BV or its managerial staff.
7. Kratiste BV is not liable for damage to third parties caused by a breach of
   patents, copyrights and/or other industrial and intellectual property rights through the use of drawings, materials or parts, or through the application of methods, which have been supplied or prescribed to Kratiste BV by or on behalf of the Client. The Client shall unconditionally indemnify Kratiste BV against these claims.

Artikel 12 Intellectuele eigendom

1. All intellectual property rights (‘IP’), relating to that which Kratiste BV supplies, develops or makes available to the Client – including documentation, inventions, ideas, software, ICs, data files, diagrams, equipment, samples, circuits, methods, arrangements, installations, solutions, analyses, designs, reports, quotations – shall vest exclusively in Kratiste BV or its licensor(s) or supplier(s).
2. Unless otherwise agreed in writing, the Client shall, in connection with the agreed deliveries, obtain the perpetual, non-exclusive, and non-transferable rights of use, where applicable, solely for the specific application for which the delivery was intended and solely for use in the country where the delivery was to take place according to the agreement.
3. The usage rights mentioned in the previous paragraph shall only be transferred to the Client upon the Client having fulfilled all its obligations under the agreement with Kratiste BV.

Article 13 Governing Law and Disputes

1. Dutch law shall apply exclusively to all quotations, offers and price statements, agreements and their execution, or all other legal relationships in which Kratiste BV is a party and to which these terms and conditions apply, in whole or in part, even if they are fully or partially executed abroad or if the party involved in the legal relationship resides there. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
2. In the event of disputes, each party shall be entitled to submit them to the competent court in the district of Utrecht, unless mandatory law prescribes otherwise.

Article 14 Amendment of general terms and conditions

1. Kratiste BV reserves the right to amend these terms and conditions at any time and without prior notice. The amended terms and conditions will apply to all subsequent legal relationships with the Client. The amended terms and conditions shall be deemed to have been accepted if the Client has not objected to the amended terms and conditions within 14 days of them being sent to or made known to the Client.
2. If Kratiste BV does not rely on any provision of the general terms and conditions in any case
   The fact that they refer to or deviate from this does not mean that they cannot invoke these general terms and conditions in the following cases.
3. The Dutch text of the terms and conditions shall always determine their interpretation.