1. Applicability

These general purchasing terms apply to all requests, quotations, orders, agreements, and deliveries of goods and services to Bextral B.V., unless explicitly agreed otherwise in writing. Any general terms and conditions of the supplier are expressly rejected.

2. Delivery and Performance

Deliveries must be complete, sound, and made at the agreed time. In the event of late or incomplete delivery, Bextral shall be entitled to terminate the agreement without prior notice and claim compensation for damages. Delivery shall be DDP (Delivered Duty Paid) to the location designated by Bextral, unless otherwise agreed in writing.

3. Prices and Payment

All prices are fixed and exclusive of VAT, and include all additional costs (such as packaging, transport, import duties, etc.). The payment term is 30 days net after receipt of a correct invoice and approval of the delivery by Bextral. Payment does not imply acceptance of the
delivery.

4. Inspection and Rejection

Bextral reserves the right to inspect and reject delivered goods and/or services within a reasonable period. Rejected goods shall be deemed not to have been delivered. Bextral is not obligated to report hidden defects within any specific timeframe.

5. Warranty and Liability

The supplier guarantees that the delivered goods and/or services conform to the agreement, are free from defects, suitable for their intended purpose, and comply with all applicable legal requirements. The supplier shall be fully liable for any direct and indirect damages resulting from defective delivery. The minimum warranty period is 24 months from the date of delivery.

6. Penalty for Late Delivery

In case of exceeding the agreed delivery period, the supplier shall automatically owe a penalty of 2% of the order amount per calendar week, up to a maximum of 20%, without prejudice to Bextral’s right to claim full compensation for damages.

7. Assignment and Subcontracting

The supplier may not assign or subcontract the agreement, in whole or in part, to third parties without the prior written consent of Bextral.

8. Confidentiality

All information from or regarding Bextral is strictly confidential and may not be disclosed to third parties without prior written consent.

9. Governing Law and Jurisdiction

This agreement is governed exclusively by Dutch law. Any disputes shall be submitted exclusively to the competent court in ’s-Hertogenbosch, the Netherlands.