Terms and Conditions For Purchasing

Article I General

1. Unless otherwise expressly agreed to in writing, these general terms and conditions for purchasing are applicable to all contracts entered into with Hatenboer-Water B.V. (hereafter: Hatenboer) for the supply of goods and/or services to them, and to quotations and supplies provided to Hatenboer.
2. Hatenboer shall not accept any terms and conditions for supply laid down by supplier. Quotations submitted by supplier shall be valid for at least six months.

Article II Orders
Orders for the supply of goods and/or services, alterations thereto and/or verbal agreements are binding subject to written confirmation by purchaser.

Article III Prices
All prices are fixed, and in the event of the supply of goods, carriage shall be paid to the specified point of delivery, exclusive of value added tax and inclusive of appropriate packaging. Any increases in price after the contract has been entered into shall be for the account of supplier. Prices shall be quoted in euros (€).

Article IV Delivery period and penalties

1. Supplier is obliged to adhere strictly to the delivery date stated in the order. Supplier shall inform Hatenboer immediately of any (risk of) late delivery. Supplier is responsible for any financial or material damages suffered as the consequence of late delivery attributable to him or as the consequence of late reporting of the probability of late delivery.
2. The provisions of Article IV paragraph 1 shall also apply in the event of the provision of a service or services.
3. In the event of the agreed delivery period being exceeded as referred to in paragraphs 1 and 2, a penalty for immediate payment of 10% of the agreed price can be imposed upon supplier for each day’s delay, with a maximum of €2,500, all this being without prejudice to the right of Hatenboer to full compensation.
4. The amount of the penalty can be deducted from supplier’s invoice, even if the claim has been transferred by assignment or otherwise to a party other than supplier.
5. Moreover, after serving of written notice of default, Hatenboer retains the right to consider the contract wholly or partly annulled.
6. In the event that Hatenboer resorts to annulment in accordance with the above-mentioned, supplier shall be obliged either to make payment of an administrative reimbursement of 15% of the agreed purchase price, or to reimburse the actual costs of losses suffered, all this being at the discretion of Hatenboer.
7. All Hatenboer’s obligations to payment shall be suspended until such time that it is established what amount of damages and/or costs Hatenboer is entitled to claim from supplier.

Article V Point of delivery
Delivery shall be made carriage paid. The point of delivery shall be indicated in the purchase order. In the event that the terms and price agreed upon are “ex works”, deliveries must nonetheless be made carriage paid to the specified point of delivery, in which event the costs of carriage can be charged. In the event that the goods are collected at supplier’s premises by or on behalf of Hatenboer, supplier will assist in loading without charging for the costs thereof.

Article VI Insurance in transit
In the event of goods being supplied carriage paid to the point of delivery, any damage that may occur is the responsibility of supplier. Any damage occurring as the result of or during transport or in any way connected hereto is the responsibility of supplier.

Article VII Inspection

1. Neither the receipt of nor payment for goods implies the approval thereof.
2. After it has been established that the goods satisfy the requirements described in the order and/or the specification, the goods can be accepted. Until the moment of inspection, the goods remain at the risk of and for the account of supplier. Customarily, visual inspection shall take place within 14 days after delivery.
3. In the event that the goods are rejected, Hatenboer retains the right either to request repair or rectification of the defective goods, or, if repair or rectification is not possible or not reasonable in view of time and costs, to return the goods at the risk and expense of supplier and demand replacement at no extra cost (including carriage), or after consultation to undertake the repair itself or have it carried out by third parties at supplier’s expense, or to wholly or partly annul the contract with immediate effect and without recourse to law.
4. All this is without prejudice to Hatenboer’s right to damages.
5. If Hatenboer selects repair or replacement, supplier must undertake this immediately.
6. Hatenboer accepts no liability whatsoever for losses incurred by supplier as a result of rejection.
7. Hatenboer’s quality controller is empowered to verify quality control at supplier’s premises and to review related documentation.

Article VIII Resources made available for the execution of orders

1. All resources and know-how made available by Hatenboer, or manufactured at its expense, remain the property of Hatenboer and shall be returned carriage paid.
2. Supplier must clearly mark these as Hatenboer property.
3. Supplier is liable for any damage to or caused by these resources.
4. Supplier must maintain and insure them at its own expense.
5. They must be returned immediately upon request or after final delivery.
6. Supplier shall not use them for any purpose other than execution of Hatenboer orders.

Article IX Guarantee

1. Supplier guarantees the product for 12 months after commissioning.
2. The guarantee entails free repair, replacement, or reimbursement of urgent repairs carried out by or on behalf of Hatenboer.
3. All transport and travel costs are for supplier’s account and the guarantee period restarts after acceptance of the repair or replacement.
4. Latent defects extend the guarantee by 6 months.

Article X Liability
Supplier indemnifies Hatenboer against all damages arising from imputable acts or omissions by supplier, including third‑party claims.

Article XI Intellectual property
Supplier guarantees non-infringement of third-party rights. Any IP created in execution of the contract shall vest in Hatenboer or be licensed if assignment is not possible.

Article XII Secrecy
Supplier shall maintain strict confidentiality regarding all information obtained in execution of the order.

Article XIII Payment
Payment shall be made within 60 days unless otherwise agreed. Hatenboer may require security and retains set‑off rights.

Article XIV Identification of the goods
Supplier shall strictly comply with identification instructions.

Article XV Annulment
Hatenboer may annul orders in the events described, with immediate enforceability of claims.

Article XVI Disputes
Dutch law applies. Disputes shall be submitted to the competent court in Hatenboer’s place of business, after attempting amicable settlement.

Article XVII Information Security & Privacy
Supplier processes personal data in accordance with GDPR and Hatenboer instructions, applies appropriate security measures, reports incidents within 24 hours, supports audits, manages sub‑processors appropriately, and returns or destroys data within 30 days after termination.

This document is a translation of the Dutch document entitled “Inkoopvoorwaarden” of Hatenboer‑Water B.V. dated January 2011. The Dutch language version is the legally binding document.

Rotterdam, January 2011 (final)