Terms and Conditions

General Terms and Conditions of Purchase of BenBits B.V. and its subsidiaries, each individually referred to as "BenBits" in these terms and conditions:

General

Formation of the agreement

1.1 No agreement shall be deemed to have been formed until and insofar as BenBits accepts an offer by placing a written order.

1.2 All costs incurred by the other party in connection with an offer shall be borne by the other party.

Price, payment, and security prior to payment

2.1 Unless expressly agreed otherwise in writing prior to the agreement, the agreed price is all-inclusive and therefore includes (i) all costs and duties, adequate packaging, inspections, tests, certificates, import duties, levies, transport, and the like, but excluding VAT and for the provision of services, and (ii) travel and accommodation expenses, travel time, transport, office, meal, administration costs, and other overhead costs, the costs of third parties engaged by the other party with the written consent of BenBits.

2.2 Unless otherwise agreed in writing and provided that the other party fulfills its contractual obligations, BenBits will initiate payment of invoices within the maximum legal term applicable at any given time, depending on the nature of the goods or services in question. Invoices shall only be considered payable if they are correctly specified, bear the relevant and correct reference or purchase order number, state the date of BenBits' order, and are sent to the correct Accounts Payable department. Incorrectly specified invoices will be returned to the other party and may result in a delay in payment.

2.3 Payment by BenBits does not in any way imply a waiver of any rights under the agreement and these terms and conditions or the law. Payment cannot be regarded as any acknowledgment by BenBits of the soundness of the goods delivered and/or the services provided and does not release the other party from any liability in this regard.

2.4 Payment releases BenBits from all obligations arising from the relevant agreement and cannot be regarded by the other party as payment of any other alleged claim of the other party against BenBits.

2.5 The other party may not increase the agreed prices during the term of the contract. If the other party is obliged to increase the prices on the basis of a statutory provision, BenBits has the right to terminate the contract with immediate effect.

Procurement of goods

3 General Articles 4 to 9 apply, in addition to the general provisions above and below, insofar as the contract between BenBits and the other party relates to goods purchased or to be purchased by BenBits from or through the other party. In the event of any conflict between Articles 4 to 9 and other articles of these terms and conditions, Articles 4 to 9 shall prevail.

Delivery, packaging

4.1 Unless otherwise agreed in writing, deliveries shall be made "Delivered at Place" (in accordance with the relevant provisions of the most recent version of Incoterms) at the location specified by BenBits, accompanied by a consignment note. The delivery period shall commence as soon as the contract has been formed and shall be a strict deadline, failing which rights shall be forfeited. Exceeding the delivery period will place the other party in default without notice of default. The other party is obliged to notify BenBits in a timely and adequate manner in advance of the delivery and the possibility of late delivery.

4.2 The goods and/or materials must be packaged and preserved in such a way as to ensure protection against external influences. The other party is obliged to follow any instructions from BenBits in this regard.

Transfer of risk and ownership

5.1 The other party guarantees that the goods are delivered with full and unencumbered ownership.

5.2 The goods and/or materials remain at the expense and risk of the other party until they have been delivered in accordance with the applicable Incoterms.

5.3 Ownership of the goods shall transfer from the other party to BenBits at the time of delivery, unless (i) otherwise agreed between the parties, or (ii) if the goods are rejected by BenBits in accordance with the provisions of Article 7.

Documentation, parts, and tools

All drawings, manuals, computer programs, plans, tools, and rights of use necessary for the maintenance, repair, use, and/or further delivery of the goods shall be delivered jointly to BenBits and, if specifically made in connection with the order placed by BenBits, transferred in ownership to BenBits in accordance with the provisions of Article 13 of these terms and conditions.

Inspection and quality control

7.1 Without prejudice to further rights, including rejection of goods, BenBits reserves the right to inspect, check, and/or test the goods delivered or to be delivered, as well as the facilities of the other party, both for itself and through another party, regardless of where the goods or the facilities in question are located, provided that reasonable notice has been given. The other party shall cooperate with the above. BenBits may further require a production or confirmation sample, free of charge. The costs of inspection shall be borne by the other party if the inspected goods and/or materials do not meet the specifications or general requirements as set out in Article 8.

7.2 The other party acknowledges that BenBits does not perform comprehensive access controls.

7.3 If any goods (or part of a shipment or production batch) do not comply with the representations and warranties set out in Article 9 and the specifications, BenBits may, at its discretion, reject the entire shipment or production.