1. GENERAL

1.1 All agreements for the purchase, sale, and rental in the broadest sense, including all agreements or clauses within agreements concerning the transfer of ownership, are exclusively governed by the following terms and conditions.

1.2 These terms and conditions also apply, as necessary and with appropriate modifications, to all (agreements or provisions within agreements related to) maintenance, installation, and repair work, as well as other services in the broadest sense, including the supervision of (individuals performing) such work.

1.3 Deviating provisions are only valid if the buyer and seller have agreed to them in writing, and even then, only for the specific agreement for which they were made. For all other matters, the following terms and conditions remain in effect.

1.4 Where applicable, the term "products" in these sales terms also includes delivered installations, devices, components, accessories, tools, related goods, and other products in the broadest sense.

2. OFFERS

2.1 All our offers or quotations are non-binding unless expressly stated otherwise in writing. Each offer or quotation is based on the assumption that we can carry out the order under normal conditions and during regular working hours. An agreement is only established if and when we accept an order from the customer in writing or when we execute the order. The date of the agreement is the date of dispatch of our written order confirmation or the first day of actual execution of the order by us.

2.2 If no prior written acceptance of an order has occurred, such as in the case of sales from stock, the purchase agreement is established when the seller fulfills a request for delivery, either fully or partially, or when the seller sends an invoice to the buyer requesting delivery.

2.3 The seller is not liable for errors or deviations in images, drawings, dimensions, weights, or any other specifications in price lists, promotional materials, offers, or order confirmations unless these significantly affect the capacity or proper functioning of the products.

2.4 Images, drawings, and similar materials provided by the seller remain the seller’s property and may not be copied, reproduced, or made available to third parties without explicit permission.

2.5 If no order is placed, Van den Borne B.V. reserves the right to charge the costs of design, drawings, calculations, and/or demonstrations, or a portion thereof, in consultation with the applicant and calculated reasonably and fairly.

3. CLAIMS

3.1 Warranty is limited to material and manufacturing defects and entitles the buyer to repair these defects or replacement of the product within the applicable warranty period. Consumable items or components subject to wear and tear, such as UV lamps, quartz glass, bearings, membranes, and seals, are excluded from warranty.

3.2 The warranty is granted to the original purchaser and is not transferable to third parties. Claims can therefore only be submitted by the original purchaser.

3.3 Warranty cannot be invoked after the expiration of the warranty period unless it concerns a defect reported within a reasonable time, but in any case, no later than two months after the warranty period has ended.

3.4 To process a warranty claim, a copy of the invoice must be uploaded, and the online warranty form must be fully completed. Once these documents are received, the buyer will be provided with a reference number to send the product to us.

3.5 Products returned for inspection or repair must be adequately packaged to ensure they are delivered undamaged. The sender is responsible for proper packaging.

3.6 Upon receipt and assessment of the defective product, Van den Borne will inform the buyer about the next steps.

3.7 After repair or replacement of a product, the warranty period does not reset.

Please note that our warranty becomes void in cases of improper or unskilled use of the product, non-compliance with applicable safety regulations, rough handling of the product, negligent maintenance, or unauthorized repairs or modifications performed by parties other than our service company.

Defects not (or no longer) covered by warranty will only be addressed by our service company at the buyer’s expense. If you wish to proceed with such repairs, please contact our service company.

4. INSPECTION

4.1 If it has been agreed that the buyer will inspect the goods either at the seller’s location or elsewhere at the buyer’s location, and the buyer does not exercise this right within ten working days after being informed or provided with the opportunity to do so, the goods shall be deemed to have been definitively and unconditionally accepted by the buyer.

4.2 The costs of inspection or testing are the responsibility of the buyer.

5. INSTALLATION AND COMMISSIONING

5.1 Installation and commissioning costs are not included in the purchase price.

5.2 If the seller has agreed to carry out the installation and commissioning of the sold and delivered products, they accept liability for the functionality of these products only if:

A. Installation and commissioning are carried out according to the seller’s instructions, with the seller retaining the right to assign a technician to oversee the work. Travel expenses, lodging, meals, and similar costs for the technician are the buyer’s responsibility.

B. The circumstances (in the broadest sense) at the location where installation and commissioning are to take place do not adversely affect the work. Foundations, walls, and other necessary structures, where or on which the products are to be installed, must be correctly built, executed, and/or prepared before the work begins. The buyer is responsible for all ancillary work and must provide the necessary manpower and materials at their expense.

5.3 If the technician is unable to proceed regularly with installation and commissioning due to circumstances beyond the seller’s control, the resulting costs will be borne by the buyer.

5.4 Article 6 applies correspondingly.

6. WARRANTY AND LIABILITY

6.1 The seller warrants the delivered new products for a period of one year after delivery or shipment. This warranty entails that any components found defective due to poor construction during this period will be repaired free of charge or replaced (at the seller's discretion), provided the defect is reported immediately upon discovery and, in any case, within the timeframes specified in Article 3. If required by the seller, the defective component must be sent freight-free. The warranty period is reduced if the products are used for more than 40 hours per week.

6.2 The above warranty regarding repair or the free supply of a new component does not include any statutory levies on the component, import duties, or VAT; these costs are borne by the buyer. If a technician is required to replace or repair the defective component, the usual costs will be charged.

6.3 If the buyer performs or allows repairs or alterations during the warranty period without prior consent from the seller, or if the buyer fails to meet payment obligations, the seller's warranty obligations will immediately cease. The buyer cannot refuse payment on the grounds that the seller has not yet fulfilled their warranty obligations fully.

6.4 The warranty replaces all other liabilities for non-performance, inadequate performance, or delayed performance by the seller, which are expressly excluded. The seller's liability for failure to meet warranty obligations is limited to the costs of repair or replacement by third parties. However, the buyer must first formally notify the seller of default and provide a reasonable period for the seller to fulfill warranty obligations.

6.5 Without prejudice to paragraph 6.4, the seller will not be liable for indirect damages, such as business interruption, delays, disruptions, or any other business-related losses of any kind. Additionally, the seller will not be liable for direct or indirect damages caused by the operation, non-operation, or improper operation of the delivered or processed goods, or damages caused directly or indirectly by personnel employed by the seller.

6.6 Without prejudice to paragraphs 6.4 and 6.5, the seller’s total liability, regardless of its basis, including liability under these terms and conditions, is always limited to the maximum purchase price of the specific individual product paid by the buyer.

6.7 In the event of third-party claims against the seller arising from or related to the (untimely, defective, or incorrect) delivery or operation of a product, the seller's liability is similarly limited, as described in paragraphs 6.5 and 6.6. The buyer indemnifies the seller against any further liability toward third parties.

6.8 Upon delivery of products, the seller will, if necessary or required, provide the buyer with instructions, guidelines, and/or user manuals regarding their use and intended purposes. The buyer is obligated to adhere to these. Unless otherwise explicitly communicated in writing, the seller assumes that the buyer and their personnel—or any individuals the buyer directly or indirectly involves in the use of the product—possess sufficient understanding of the language in which these instructions are provided (Dutch) to comprehend and follow them. Upon written request, the seller is willing to provide these instructions and guidelines in other languages, if possible. The costs for this service will be borne by the buyer.

7. CHANGES

7.1 Any modification or cancellation of a purchase agreement requires the seller's written consent. If the buyer wishes to modify or cancel the agreement, they are obligated to compensate the seller for all damages incurred, including lost profits and any costs arising from the modification or cancellation.

8. TRANSPORT TERMS

8.1 All goods, including those sold on a delivered (franco) basis, travel at the buyer's risk. Agreements made with third parties do not alter this and are deemed to be accepted in the interest and at the expense of the buyer.

8.2 The seller has the right to store or arrange for the storage of goods that are ready for shipment but cannot be transported to their destination due to causes beyond the seller's control, at the buyer's expense and risk, and to demand payment as if delivery had occurred.

8.3 The choice of the transport method is at the seller’s discretion, even for non-franco shipments where the buyer has not provided specific shipping instructions. Obstacles or temporary disruptions with the chosen transport method do not oblige the seller to select an alternative. The seller is not responsible if, for any reason, the chosen transport fails.

8.4 For goods manufactured abroad, the seller reserves the right to handle customs clearance to the exclusion of the buyer.

8.5 Unless the buyer explicitly requests that the seller insure the goods during transport at the buyer’s expense, the goods are shipped uninsured.

8.6 Unless otherwise agreed, import and export duties, stamp duties, station and clearance costs, taxes, and similar charges are borne by the buyer.

9. DELIVERY TIMES

9.1 The agreed delivery times are only approximate. If the agreed delivery time is exceeded, the buyer is entitled to set the seller a reasonable additional delivery period by registered letter. The seller can only be held liable for exceeding the delivery time after this additional period has been exceeded.

9.2 Such an exceedance does not entitle the buyer to cancel the order, refuse receipt or payment of the goods, nor does it obligate the seller to compensate the buyer in any way or to deliver from stock if the goods were purchased on a made-to-order basis.

10. DELIVERY

Once the relevant products have left our factory or when we have notified the client in writing that the products are ready for shipment, they are considered delivered, notwithstanding the provisions of Article 11 and regardless of any obligations on our part to perform installation or assembly. The place of delivery is therefore our factory, even if delivery on a delivered (franco) basis and/or transport by us has been agreed. If delivery occurs in parts, each individual batch is considered delivered independently.

11. RISK

The risk transfers to the client at the time of delivery, as defined in Article 9. This applies even in cases of damage to the products caused by the destruction of the packaging.

12. FORCE MAJEURE

Force majeure includes all circumstances that can reasonably be deemed to impede the delivery or timely delivery of the sold goods. This includes, but is not limited to, the failure or delay of delivery to the seller by their supplier, as well as instances where the seller does not receive or does not receive timely delivery of goods sold to them by their supplier. In such cases, the seller has the right to postpone the delivery or cancel the purchase agreement.

13. PRICE

13.1 The selling price stated by the seller is based on their purchase price and other cost factors. If any of these cost components increase after the order confirmation but before the delivery of the goods, the seller has the right to pass this increase on to the buyer.

13.2 Without prejudice to the general applicability of this clause, it is particularly relevant to changes in import or export duties, other levies, or taxes occurring after the order confirmation has been sent, as well as changes in the exchange rate of the euro relative to the foreign currency in which the seller purchased the goods.

14. PAYMENT TERMS

14.1 Each agreement is entered into by the seller under the suspensive condition that the buyer is found to be sufficiently creditworthy based on information obtained by the seller.

14.2 During the execution of an agreement, the seller is entitled to suspend the fulfillment of their obligations until the buyer, upon request and to the satisfaction of the seller, provides security for the fulfillment of all their obligations under the agreement.

14.3 Payment of invoices issued or provided by the seller must be made within the term specified on the invoice, either in cash or to a bank account designated by the seller. The buyer has no right to offset amounts.

14.4 As long as the buyer has not paid the due purchase price, to the extent payable, the seller is entitled to suspend the fulfillment of their obligations.

14.5 Notwithstanding any other provisions in this agreement, until all claims by the seller against the buyer, as defined under Article 3:92 of the Dutch Civil Code, have been paid—including interest and costs—all goods delivered by the seller remain the property of the seller. The buyer is not authorized to pledge or transfer the goods to third parties until full payment or settlement, except for non-fiduciary transfer in accordance with the normal use of the goods. In the event of non-compliance with this, or in cases where Article 13(1) applies in whole or in part, the seller has the right to reclaim all delivered goods from wherever they are located without requiring authorization from the buyer or the court. At this point, all claims by the seller against the buyer will become immediately due.

14.6 In the event of late payment, the buyer is in default by operation of law without the need for further notice of default. Interest of 1% per month will be charged on the outstanding amount from the due date until the date of full payment. Partial months will be counted as full months.

14.7 All costs, both judicial and extrajudicial, incurred by the seller to protect or exercise their rights against the buyer, will be borne by the buyer. In the event of late payment of outstanding invoices, extrajudicial collection costs will amount to 15% of the outstanding invoice amount, with a minimum charge of €50.

14.8 Our invoices have been assigned and can only be validly paid to BNP PARIBAS FORTIS FACTOR NV, BE 0414.392.710, Tel: +32 (0) 14 405 411. Please report complaints within 5 days to this email address: info@bnpparibasfortisfactor.com. Account details: IBAN NL73 RABO 0152 9101 223, BIC: RABONL2U.

15. DEFAULT BY THE BUYER

15.1 If the buyer fails, fails timely, or fails properly to fulfill any obligation arising from this or any other agreement concluded with them, or if the buyer is declared bankrupt, files for bankruptcy, applies for a moratorium on payments, or decides to partially or completely cease or liquidate their business, or if any executive attachment is placed on the buyer's assets, the buyer shall be deemed to be in default by operation of law. In such cases, the seller has the right, without notice of default or judicial intervention, to take one or more of the following actions at their discretion and optionally in combination:

• Suspend the execution of any, multiple, or all obligations to the buyer, regardless of their origin;
• Demand immediate cash payment for any obligations on the seller’s part, even if otherwise agreed;
• Fully or partially terminate or declare the termination of the agreement(s), without being obligated to any compensation, guarantee, or other liability.

All of the above is without prejudice to the seller’s right to claim damages, including lost profits, costs, and interest.

15.2 A complaint does not suspend any payment obligations.

16. DISPUTES

All disputes arising from or related to a purchase agreement or subsequent agreements connected to it shall be exclusively settled by the competent court in the seller's place of business, unless the buyer and seller agree to submit the dispute to arbitration.

17. APPLICABLE LAW

All purchase and sale agreements, as well as related agreements, are exclusively governed by Dutch law, unless the parties have explicitly agreed in writing to the applicability of another jurisdiction’s law.