1. Acceptance of Terms
All sales made by [Company Name] (“Seller”) are governed exclusively by these Terms and Conditions. Any differing or additional terms proposed by the Buyer shall be deemed objected to and rejected unless expressly agreed in writing by Seller. By placing an order or accepting delivery, Buyer agrees to these Terms. These Terms prevail over any of Buyer's general terms and conditions.

2. Warranty and Liability
Except where expressly agreed in writing or required by mandatory EU law, Seller provides no warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. The Buyer accepts the products “as is.”
Seller does not adopt any warranty provided by third-party manufacturers.
To the extent permitted by law, Seller shall not be liable for any indirect, incidental, or consequential damages. Seller’s total liability shall not exceed the purchase price of the goods concerned.

3. Return Policy
All sales are final. Special-order, customized, or non-stock items are non-cancelable and non-returnable. Stock items may be returned within 30 calendar days of receipt, provided they are unused, in resalable condition, and in their original packaging. All returns require a prior written Return Merchandise Authorization (RMA), proof of purchase, and are subject to a 15% restocking fee.
Nothing in this section affects a Buyer’s statutory rights where applicable under EU consumer protection laws (if the Buyer is a natural person acting for purposes outside their trade, business, or profession).

4. Delivery and Risk Transfer
All deliveries are made EXW (Ex Works) Seller’s warehouse, unless otherwise agreed in writing. Risk of loss passes to Buyer upon delivery to the carrier or Buyer, whichever is earlier.
Delays due to force majeure events (e.g., strikes, natural disasters, regulatory changes, or supply shortages) shall not constitute grounds for cancellation or damages.

5. Prices and Taxes
All prices are subject to change without prior notice. Prices exclude VAT, import duties, and other applicable levies unless explicitly stated. Buyer is responsible for payment of all applicable taxes and customs duties. Valid VAT exemption certificates must be on file before shipment, if applicable.

6. Orders and Modifications
All orders must be submitted in writing (including email). Seller reserves the right to reject any order due to errors in pricing or availability. Order modifications or cancellations require prior written approval. Seller disclaims all indemnity or hold-harmless obligations unless explicitly agreed.

7. Rebate Application Support
Seller may offer assistance in preparing public incentive or rebate applications but makes no guarantee regarding the accuracy or outcome. The Buyer remains fully responsible for all filings and acknowledges that Seller shall have no liability for results or errors, even if due to Seller’s negligence.

8. Delivery Instructions
Unless otherwise instructed in writing, Seller may deliver without requiring a signature. Buyer is responsible for any costs incurred due to re-delivery. Delivery dates are non-binding unless expressly confirmed in writing.

9. Collection and Legal Costs
In case of default or non-payment, Seller may assign third parties (including legal counsel or collection agencies) to recover outstanding amounts. Buyer agrees to reimburse all costs incurred, including reasonable attorney’s fees and collection costs.

10. Governing Law and Jurisdiction
These Terms are governed by the laws of the Netherlands.
The parties agree that any disputes shall be submitted to the competent court in Amsterdam, the Netherlands, unless mandatory EU consumer law requires otherwise.

11. Personal Guarantee (if applicable)
If the Buyer is a company, an authorized representative signing this agreement may be personally liable for payment unless otherwise agreed. By signing, the undersigned affirms they are authorized and personally guarantee full payment of the account, where applicable under Dutch law.

12. Solvency Declaration
By placing an order, Buyer affirms it is solvent and capable of paying its debts in accordance with applicable Dutch insolvency laws. Buyer agrees to notify Seller immediately if this status changes.

13. Claims and Notices
All claims for missing or damaged goods must be made in writing on the day of delivery. Materials used in the improvement of real property may be subject to Dutch lien or construction laws.

1. No order shall be considered valid unless it is signed by an authorized representative of the Buyer. This order is expressly conditioned upon acceptance of its terms, including those specified herein and on the face of the Purchase Order. Any additional or differing terms are deemed to be material alterations and are hereby expressly rejected and objected to.

2. The Buyer reserves the right to deduct from the invoice any excess costs resulting from the Seller's failure to comply with the Buyer's shipping instructions, if provided. The Seller shall be responsible for any costs or expenses incurred by the Buyer in connection with the inspection, receipt, transportation, and care and custody of defective goods supplied under this order.

3. The Seller represents and warrants that the merchandise covered by this order has not been manufactured, sold, or priced in violation of any applicable laws, including but not limited to European Union regulations and directives. By accepting this order, the Seller certifies that the goods furnished hereunder were or will be produced in compliance with all relevant laws, including but not limited to labour standards, environmental regulations, and product safety requirements. The Seller agrees to comply with all applicable laws and regulations where the goods are manufactured or delivered, including but not limited to REACH (Registration, Evaluation, Authorisation, and Restriction of Chemicals), RoHS (Restriction of Hazardous Substances), and GDPR (General Data Protection Regulation). The Seller agrees to indemnify, defend, and hold harmless the Buyer from any claims arising from the Seller’s non-compliance with such laws and regulations.

4. This order is placed on the condition that the Seller shall not assign or transfer it, or any interest therein, including any payment due or to become due, without the prior written consent of the Buyer.

5. The Buyer shall have the right to set-off any amount owing from the Seller to the Buyer or any of its affiliated companies against any amount due or owing to the Seller under this order.

6. The Seller expressly warrants that all materials and articles supplied under this order shall conform exactly to the specifications, descriptions, and requirements set forth by the Buyer, shall be merchantable, and shall be free from defects in material, workmanship, and design. These warranties shall survive delivery and shall not be deemed waived by the Buyer’s acceptance or payment for such materials or articles. Any deviations from this order or the specifications furnished hereunder, or any other exceptions or alterations, must be approved in writing by an authorized representative of the Buyer.

7. The Seller agrees to indemnify, defend, and hold harmless the Buyer from any claims or demands arising from any alleged infringement of patents, trademarks, or copyrights due to the sale or use of the merchandise sold hereunder. The Seller further agrees to indemnify, defend at its own expense, and hold harmless the Buyer from all claims and suits arising out of goods or services supplied under this order, including any alleged defects in material, workmanship, or design.

8. If the government or public authority of an EU member state is the ultimate recipient of the goods, this purchase order is subject to all applicable procurement regulations, including but not limited to Directive 2014/24/EU on public procurement, as amended. The Seller shall comply with all anti-discrimination and equal treatment laws applicable within the EU, including but not limited to the provisions of the EU Charter of Fundamental Rights.

9. Shipments shall be made DDP (Delivered Duty Paid) to the Buyer’s designated destination or as specified on the Purchase Order, in accordance with Incoterms 2020. The Buyer reserves the right to cancel all or any part of the undelivered portion of this order if the Seller fails to make deliveries as specified, or if the Seller breaches any terms of this order, including warranties. The waiver or acceptance by the Buyer of any breach by the Seller shall not operate to relieve the Seller of any responsibility for prior or subsequent breaches.

10. The prices shown on this purchase order are firm and not subject to escalation without the Buyer’s written consent. No additional charges (e.g., tariffs, boxing, fuel surcharges, packaging, drayage, or cartage) will be allowed. If there are any issues regarding pricing, the Buyer must be notified prior to shipment, and any adjustments must be confirmed in writing by the Buyer.

11. The Seller agrees to provide the Buyer with a certificate of insurance coverage prior to the shipment of goods or performance of services, evidencing that the Seller has Commercial General Liability coverage, including products and completed operations. The Seller also agrees to have its insurance carrier name the Buyer as an additional insured on the Seller’s policy and to provide an endorsement confirming the Buyer’s additional insured status.

12. The Seller agrees to provide the country of origin for each item sold to the Buyer upon request and to immediately notify the Buyer if such information is updated.