Terms & Conditions

1. GENERAL

1.1 These General Terms and Conditions of Sale ("T&C") govern all agreements, offers, and transactions for the sale and/or delivery of goods ("Goods") and/or the provision of services ("Services", and together with Goods, "Products") by ADMA Nord B.V. ("Seller") to any purchaser ("Buyer"). Seller and Buyer are hereinafter referred to individually as "Party" and collectively as "Parties".

1.2 These T&C apply exclusively to all commercial transactions (B2B) between Seller and Buyer. These T&C also apply to sales to government entities, public bodies, and institutional customers. These T&C do not apply to consumer sales.

1.3 Any deviations from, additions to, or conflicting terms and conditions of Buyer shall not apply unless Seller has expressly accepted them in writing. These T&C shall apply even if Seller delivers Products without reservation in the knowledge of conflicting or deviating terms of Buyer.

1.4 These T&C shall also apply to all future transactions between Seller and Buyer, unless otherwise agreed in writing.

1.5 Seller reserves the right to update these T&C. The version in effect at the time of the applicable Order Confirmation shall govern the specific transaction.

2. OFFERS AND ORDERS

2.1 All offers, quotations, and sales documents issued by Seller are non-binding and subject to change, unless expressly stated otherwise in writing.

2.2 A binding agreement between the Parties is only concluded upon Seller's written Order Confirmation. Seller is under no obligation to accept any purchase order.

2.3 Any purchase order submitted by Buyer constitutes an offer to purchase on the terms of these T&C. The content of a binding agreement is exclusively determined by Seller's Order Confirmation and these T&C. Any terms in Buyer's purchase order that differ from, add to, or are inconsistent with these T&C shall not apply.

2.4 Seller reserves the right, upon written notice, to make reasonable modifications to Product specifications that do not materially affect performance, function, or price.

2.5 Verbal agreements, representations, or undertakings are not binding unless confirmed in writing by an authorised representative of Seller.

3. PRICES

3.1 Prices are as stated in the applicable Sales Quotation or Order Confirmation. In the absence thereof, Seller's current standard price list at the time of dispatch shall apply.

3.2 All prices are in Euros (EUR) unless otherwise specified in writing. Prices are exclusive of value-added tax (VAT), customs duties, import/export charges, and any other applicable taxes or levies, which shall be borne by Buyer.

3.3 Unless otherwise agreed in writing, prices are quoted EXW (Ex Works) Seller's facility (Incoterms 2020) and do not include packaging, freight, insurance, or delivery costs. If Seller arranges delivery, it shall be made according to DAP (Delivered at Place) at Buyer's address (Incoterms 2020) and the freight charge shall be separately invoiced.

3.4 For multi-year agreements, prices are fixed only for the initial twelve (12) months. Thereafter, Seller may adjust prices by providing Buyer with at least sixty (60) days' written notice. If Buyer objects to a price adjustment, either Party may terminate the agreement with thirty (30) days' notice, without penalty, for orders not yet confirmed at the time of the objection.

3.5 Expedited or special delivery requested by Buyer will incur additional charges, which shall be invoiced to Buyer.

4. PAYMENT TERMS

4.1 Unless otherwise agreed in the applicable Sales Quotation or Order Confirmation, payment shall be made in full by Buyer in advance (prepayment) prior to dispatch of the Goods or commencement of Services. Alternative payment terms (including deferred payment or payment on credit) may be agreed upon in writing in the Sales Quotation or Order Confirmation.

4.2 All payments shall be made in the currency stated in the Sales Quotation or Order Confirmation, without any set-off, deduction, counterclaim, or withholding of any kind, unless required by applicable law.

4.3 In the event of late payment, Seller reserves the right to:

(a) suspend all deliveries or Services or cancel any outstanding obligations under the agreement;

(b) charge interest on overdue amounts at a rate of eight percent (8%) per annum above the applicable European Central Bank base rate, calculated on a day-to-day basis from the due date until actual payment, in accordance with the EU Late Payment Directive 2011/7/EU;

4.4 Seller reserves the right to demand advance payment or a security deposit if, after conclusion of the agreement, circumstances arise that put Seller's payment claims at risk, or if delivery of Goods and final completion of a project are more than fourteen (14) days apart.

4.5 Buyer shall be entitled to withhold payment or set off against counterclaims only if such counterclaims are undisputed or have been confirmed by a final and binding court judgment.

4.6 Any partial payment by Buyer will be applied first to accrued interest, then to fees, and then to outstanding invoices in chronological order.

5. DELIVERY, RISK OF LOSS, AND TITLE

5.1 Delivery terms are as stated in the Sales Quotation or Order Confirmation. Unless otherwise agreed, delivery is EXW Seller's facility (Incoterms 2020). Risk of loss and damage to Goods shall pass to Buyer upon delivery in accordance with the agreed Incoterms.

5.2 Stated delivery dates are estimates only. Seller shall make reasonable efforts to meet quoted delivery dates but shall not be liable for delays, unless such delay is directly and solely caused by Seller's gross negligence or wilful misconduct.

5.3 Seller may make partial deliveries, provided this is reasonably acceptable to Buyer. Each partial delivery may be separately invoiced.

5.4 Compliance with delivery deadlines requires that all commercial and technical matters have been resolved and that Buyer has fulfilled all obligations, including providing required documents, permits, and payments. Failure by Buyer to do so will result in a reasonable extension of the delivery period.

5.5 Buyer shall ensure that the delivery location is accessible, prepared, and compliant with all applicable regulations. Buyer shall provide Seller or its subcontractors with safe access to the installation site and, if required, adequate storage space for Goods and equipment.

5.6 If Goods cannot be shipped without fault on Seller's part, risk shall pass to Buyer upon notification that the Goods are ready for shipment.

6. RETENTION OF TITLE

6.1 Title to all Goods shall remain with Seller until full and unconditional payment of the purchase price and all other amounts owed by Buyer to Seller have been received.

6.2 Until title passes, Buyer shall: (a) store the Goods separately and clearly identified as Seller's property; (b) not pledge, charge, encumber, or dispose of the Goods; (c) inform Seller immediately of any third-party action against the Goods.

6.3 If Buyer fails to pay and title has not yet passed, Seller is entitled to demand the return of the Goods and Buyer shall promptly return them. The exercise of this right shall not constitute termination of the agreement unless Seller expressly so states.

6.4 Buyer shall cooperate with Seller to register or protect Seller's retention of title under any applicable local law.

7. ACCEPTANCE AND INSPECTION

7.1 Buyer shall inspect all Goods promptly upon receipt, without undue delay, to detect any quantitative discrepancies, transport damage, or apparent non-conformities. In the event of transport damage, Buyer shall prepare a damage report to preserve any claims against the carrier and notify Seller without delay.

7.2 Latent defects or service deficiencies shall be notified to Seller in writing without undue delay following their discovery, and in any event no later than the limitation periods set out in Article 10.

7.3 Goods shall be deemed accepted by Buyer on the earlier of: (a) fifteen (15) calendar days from the date of delivery; or (b) the first day Buyer puts the Goods into use; or (c) five (5) days after installation (for Goods requiring installation) or thirty (30) days from delivery, whichever is earlier.

7.4 For the purposes of these T&C, "Nonconforming Goods" means Goods that materially differ from those described in the Order Confirmation or bear incorrect labelling or packaging. Seller shall, at its sole discretion, replace Nonconforming Goods or credit/refund the purchase price. Such remedy is exclusive.

8. CHANGES AND CANCELLATIONS

8.1 Once a purchase order has been confirmed by Seller, it may not be changed or cancelled by Buyer without Seller's prior written consent.

8.2 Goods may only be returned with Seller's prior written authorisation. Returned Goods must be in their original condition, undamaged, and in original packaging. Unless the return is due to a warranty claim or Nonconforming Goods, restocking fees of up to twenty-five percent (25%) of the invoice value may apply.

9. FORCE MAJEURE

9.1 Neither Party shall be in breach or liable for any delay or failure in performance of its obligations (other than payment obligations) where such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, epidemic, pandemic, war, armed conflict, terrorism, civil unrest, acts of government or public authority, changes in law or regulation, strike, labour dispute, transportation disruptions, or inability to obtain raw materials, components, or energy.

9.2 The affected Party shall notify the other Party in writing without undue delay. If a force majeure event persists for more than sixty (60) calendar days, either Party may terminate the affected part of the agreement by written notice, without liability.

10. WARRANTY AND LIABILITY FOR DEFECTS

10.1 Goods. Seller warrants that, under normal use and with prescribed maintenance, storage, and care, the Goods shall be free from defects in material and workmanship for the applicable warranty period. Warranty periods are as follows:

(a) Capital equipment and durable goods: twelve (12) months from the date of delivery or, if agreed, from commissioning/acceptance;

(b) Consumable and disposable goods (including sensors, single-use items): warranted at time of delivery only;

(d) For all other Goods not covered above: twelve (12) months from delivery, unless otherwise agreed in writing.

10.2 The warranty is conditional upon: (a) Buyer providing prompt written notice of any warranty claim; (b) no unauthorised repairs, modifications, or alterations being made to the Goods; (c) Buyer handling, storing, installing, operating, and maintaining the Goods in compliance with Seller's instructions and applicable specifications; (d) the defect not resulting from normal wear and tear, improper use, misuse, accident, or external causes; (e) full payment having been made by Buyer.

10.3 Services. Seller warrants that Services shall be performed in a professional manner consistent with generally recognised industry standards. Claims for breach of the Services warranty must be submitted in writing within ninety (90) days of completion of the relevant Service.

10.4 Third-Party Products. Where Seller supplies third-party products or components not manufactured by Seller, such products are provided at Buyer's request. Seller passes on to Buyer, to the extent permissible, any warranty provided by the original manufacturer. Seller makes no additional warranty with respect to third-party products.

10.5 Remedies. Seller's sole liability for breach of warranty shall be, at Seller's discretion: (a) repair or replacement of the defective Goods; (b) re-performance of the relevant Services; or (c) credit or refund of the purchase price paid for the defective Goods or Services. Repairs or replacements shall not extend the original warranty period.

10.6 No Other Warranties. THE WARRANTIES IN THIS ARTICLE 10 ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY SELLER. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SELLER DOES NOT WARRANT THAT PRODUCTS WILL BE SECURE FROM CYBER THREATS OR MALICIOUS ACTIVITY.

10.7 Defect-related claims shall become time-barred twelve (12) months following delivery (or commissioning, if agreed), except where mandatory applicable law provides for longer periods.

11. SOFTWARE

11.1 To the extent software is embedded in or delivered with any Goods, the sale of such Goods does not constitute a transfer of ownership of the software. All intellectual property rights in the software remain with Seller or its licensors.

11.2 Seller grants Buyer a non-exclusive, non-transferable, revocable licence to use the software solely for the purpose for which it was designed, on the hardware delivered with or specified for the software. Buyer shall not: (a) reverse engineer, decompile, disassemble, or create derivative works; (b) sublicence, sell, transfer, or otherwise dispose of the software without Seller's prior written consent; (c) remove or alter any proprietary notices.

11.3 Third-party or open-source software included in a delivery shall be subject to the relevant third-party licence terms, which Seller shall provide to Buyer upon request and which shall take precedence over this Article 11 to the extent of any conflict.

11.4 Seller is not obligated to provide software maintenance, updates, or support unless agreed separately in writing.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 Seller retains all ownership rights, copyrights, patents, trademarks, trade secrets, and other intellectual property rights in drawings, technical documents, designs, software, and documentation. These materials may not be disclosed to third parties without Seller's prior written consent.

12.2 If a third party asserts a legitimate claim against Buyer alleging that Seller-manufactured Goods infringe any patent, trademark, or copyright, and Buyer notifies Seller in writing within five (5) business days of learning of such claim, Seller shall, at its option and expense: (a) defend the claim; (b) modify the Goods to avoid infringement; (c) procure the right for Buyer to continue using the Goods; or (d) accept return of the Goods and refund the purchase price, less reasonable depreciation. Buyer shall provide Seller with full authority to conduct the defence and settlement.

12.3 The foregoing indemnity shall not apply if the alleged infringement is caused by: (a) Buyer's modifications to the Goods; (b) use of the Goods in combination with products not supplied by Seller; or (c) compliance with Buyer's specific instructions or designs.

13. LIMITATION OF LIABILITY

13.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, OR BUSINESS INTERRUPTION, HOWSOEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Seller's total aggregate liability under or in connection with any agreement governed by these T&C, whether in contract, tort, or otherwise, shall not exceed the total purchase price actually paid by Buyer for the specific Products giving rise to the claim, in the twelve (12) months preceding the event giving rise to the claim.

13.3 The limitations in this Article 13 shall not apply to: (a) liability for death or personal injury caused by Seller's negligence; (b) liability for fraud or fraudulent misrepresentation; (c) liability under mandatory applicable product liability legislation; or (d) wilful misconduct or gross negligence of Seller.

13.4 Buyer shall take all reasonable steps to prevent and mitigate any damage or loss.

14. INDEMNIFICATION

14.1 To the extent permitted by applicable law, each Party (as "Indemnitor") shall indemnify the other Party and its affiliates (collectively "Indemnitee") from and against all third-party claims, losses, damages, costs (including reasonable legal fees), fines, and penalties arising out of or related to the Indemnitor's negligence or wilful misconduct.

14.2 Buyer shall indemnify and hold Seller harmless from any claims arising from: (a) Buyer's use, storage, handling, operation, maintenance, or disposal of the Goods in violation of applicable law or Seller's instructions; (b) modification of Goods by Buyer or third parties without Seller's written consent; (c) Buyer's non-compliance with safety regulations.

14.3 The Party seeking indemnification shall: (a) promptly notify the Indemnitor in writing; (b) grant the Indemnitor sole control over the defence and settlement; (c) provide reasonable cooperation and assistance at Indemnitor's expense.

15. DATA PROTECTION

15.1 Both Parties shall comply with all applicable data protection and privacy laws, including in particular Regulation (EU) 2016/679 (the "GDPR") and the Dutch Implementation Act (Uitvoeringswet AVG), as well as any national data protection laws of the relevant country.

15.2 To the extent that Seller processes personal data on behalf of Buyer in connection with the Products, the Parties shall enter into a separate Data Processing Agreement ("DPA") in accordance with Article 28 GDPR. The DPA shall be incorporated herein by reference.

15.3 Seller's Privacy Policy, available on Seller's website, describes how Seller processes personal data in connection with the performance of its agreements.

16. EXPORT CONTROLS, SANCTIONS, AND RE-EXPORT RESTRICTIONS

16.1 Both Parties shall comply with all applicable export control laws and regulations, including EU, Dutch, and any other relevant national or international export control regulations, sanctions lists, and embargoes.

16.2 No Re-export to Sanctioned Countries. Buyer shall not sell, re-export, transfer, or otherwise make available the Goods and/or Services to or for use in any country, territory, or entity subject to comprehensive trade sanctions under EU, UN, or other applicable law, including in particular Russia and Belarus, in violation of Council Regulation (EU) 833/2014 and related regulations as amended from time to time.

16.3 If Buyer violates Article 16.2, Seller is required by law to immediately review the business relationship, take appropriate measures, and report the violation to the competent authority within the European Union. Such violation may result in immediate termination of the agreement and severe sanctions, including blacklisting under EU law.

16.4 Upon Seller's request, Buyer shall provide written information about the final destination and further delivery route of the Products.

16.5 Buyer shall be solely responsible for obtaining any required export or import licences, permits, or authorisations in its jurisdiction.

17. SAFETY PROVISIONS AND REGULATORY COMPLIANCE

17.1 Buyer is solely responsible for compliance with all applicable domestic and international statutes, regulations, and safety provisions governing the admission, installation, commissioning, operation, maintenance, repair, and disposal of the Goods, including relevant CE marking requirements, local safety certifications, and environmental disposal obligations.

17.2 Buyer shall indemnify Seller against any and all claims, penalties, or losses arising from Buyer's non-compliance with such requirements.

18. TERMINATION

18.1 Seller may terminate any agreement or any part thereof with immediate effect by written notice to Buyer if Buyer:

(a) fails to make any payment when due and does not remedy such failure within fifteen (15) calendar days of written notice;

(b) materially breaches any other obligation under the agreement and does not remedy such breach within thirty (30) calendar days of written notice;

(c) becomes insolvent, files for bankruptcy, enters into liquidation, administration, receivership, or any analogous proceeding;

(d) undergoes a change of control or ownership without Seller's prior written consent;

(e) violates any applicable sanctions, export control, or anti-corruption law.

18.2 Upon termination, Buyer shall immediately pay all outstanding amounts, and all licences granted to Buyer under these T&C shall immediately terminate.

19. CONFIDENTIALITY

19.1 Each Party shall keep confidential all non-public, proprietary, or commercially sensitive information of the other Party disclosed in connection with these T&C or any agreement, whether marked "confidential" or not ("Confidential Information"). Each Party shall use Confidential Information solely for the purpose of performing its obligations and shall not disclose it to any third party without prior written consent.

19.2 This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party at the time of disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the disclosing Party gives prompt notice.

19.3 This confidentiality obligation shall survive termination or expiry of any agreement for a period of five (5) years.

20. GENERAL PROVISIONS

20.1 Governing Law. These T&C and any agreement between the Parties shall be governed by and construed in accordance with the laws of the Netherlands. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG/Vienna Convention) is expressly excluded.

20.2 Jurisdiction. Any dispute arising out of or in connection with these T&C or any agreement shall be submitted to the exclusive jurisdiction of the competent courts in Rotterdam, the Netherlands. Notwithstanding the foregoing, Seller may, at its discretion, bring proceedings in the courts of the country where Buyer is domiciled.

20.3 Assignment. Buyer may not assign, transfer, or otherwise dispose of any rights or obligations under any agreement without Seller's prior written consent. Seller may assign its rights and obligations to any affiliate or in connection with a merger, acquisition, or transfer of assets without Buyer's consent.

20.4 Modification. No amendment or modification of these T&C or any agreement shall be binding unless made in writing and signed by authorised representatives of both Parties.

20.5 Entire Agreement. These T&C, together with any Sales Quotation and Order Confirmation, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior negotiations, representations, and understandings.

20.6 Severability. If any provision of these T&C is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely approximates the intent of the original.

20.7 Waiver. Failure or delay by either Party to exercise any right under these T&C shall not constitute a waiver of that right. No waiver is effective unless made in writing and signed by the waiving Party.

20.8 Relationship of the Parties. The Parties are independent contractors. Nothing in these T&C creates any agency, partnership, joint venture, employment, or fiduciary relationship.

20.9 Notices. All notices and communications shall be in writing and shall be deemed served upon receipt. Notices shall be delivered by registered mail, internationally recognised courier, or email (with confirmed delivery receipt) to the addresses stated in the applicable Order Confirmation or as otherwise notified in writing.

20.10 Limitation of Actions. Any legal action by Buyer against Seller arising out of or in connection with an agreement shall be commenced within one (1) year from the date on which the cause of action accrued, subject to any mandatory applicable statutory limitation periods.

20.11 Language. These T&C are drawn up in English. In case of any discrepancy between language versions, the English version shall prevail.

20.12 Survival. Provisions of these T&C which by their nature should survive termination or expiry (including confidentiality, limitation of liability, governing law, and indemnification) shall remain in full force and effect.

ADMA Nord B.V.
Posthoornstraat 11, 3011WD Rotterdam, Netherlands
KVK no. 97131601
VAT NL867922904B01