GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT OF SKB Europe B.V.

Version: 2025
SKB Europe BV Chamber of Commerce Eindhoven : 17239118
Hamelendijk 2 Netherlands VAT (BTW) : NL8203.08.468.B01
5541 RA Reusel
Telephone number : +31 (0)497 339836
The Netherlands

Article 1: DEFINITIONS
The following terms shall have the following meaning in these general terms and conditions, unless denoted explicitly otherwise:
Agreement: the agreement concluded between SKB Europe and The opposite party concluded through the Dealer Portal or otherwise.
SKB Europe: SKB Europe, the user of the general terms and conditions being the seller and/or the producer and/or the contractor;
The opposite party: The opposite party of SKB Europe, being the purchaser and/or the client.
Dealer Portal: the secure, access-restricted online ordering environment made available by SKB Europe B.V. to its business customers, through which The opposite party may submit orders for SKB Europe’s products, access customer-specific pricing, and view order history and account details.

Article 2: GENERAL
1. These general terms and conditions shall apply to any and each bid, offer, order, and agreement between SKB Europe and The opposite party. By submitting an order, accepting an offer, or entering into an agreement, The opposite party acknowledges and agrees to be bound by these general terms and conditions.
2. Derogations from these general terms and conditions are effective only if they have been expressly agreed between parties in writing. In that event, the expressly agreed on derogations shall prevail. Should SKB Europe deviate from these general terms and conditions in one or more agreements with The opposite party, this deviation does not apply to any previous or future agreements between parties.
3. Should SKB Europe not require strict observance of these general terms and conditions at all times, this does not mean that the articles of the general terms and conditions are in any way not applicable, or that SKB Europe would in any way forfeit its right to demand strict observance of the articles in the future and/or with respect to any other situation and/or third parties.
4. The current terms and conditions shall also apply to all agreements entered into with SKB Europe, for the performance of which SKB Europe engages the services of third parties.
5. The applicability of possible terms and conditions of The opposite party are explicitly excluded.
6. In the event that one or more of the provisions included in these terms and conditions shall be or become null and void, then the remaining provisions of these terms and conditions shall remain applicable.
7. SKB Europe has the right to unilaterally amend the general terms and conditions from time to time. These amendments will take effect at the announced time. SKB Europe will send the amended general terms and conditions to The opposite party in a timely manner. If no time of entry into force has been announced, the changes will enter into force with regard to The opposite party as soon as the amended general terms and conditions have been sent to The opposite party.
8. Access to the Dealer Portal is granted exclusively to authorized users. Orders placed through the Dealer Portal are only valid if they are placed via an authorized account.

Article 3: OFFERS, ORDERS AND AGREEMENTS
1. All offers made by SKB Europe are without obligation and may be withdrawn at any time also when the offer contains a period for acceptance. Should the offer not contain a period for acceptance, the offer automatically lapses after 8 (eight) calendar days and The opposite party can no longer appeal to it. An offer accepted by opposite party can always be withdrawn by SKB Europe within 5 business days after acceptance by opposite party by sending a notice to that end in writing to opposite party.
2. SKB Europe cannot be held to its offer in case The opposite party may reasonably assume that the offer, or part thereof, includes an obvious mistake or typo.
3. SKB Europe may refuse any order prior to confirmation at its sole discretion, including (but not limited to) in the event of technical errors, pricing mistakes or credit concerns.
4. Agreements will not become effective until:
a. the order placed by The opposite party (through the Dealer Portal or otherwise) is confirmed in writing by SKB Europe; or
b. the moment The opposite party unconditionally and fully accepts the offer; or
c. an agreement signed by both parties is concluded;
c. the moment SKB Europe commences performance under the agreement.
5. An agreement shall be considered an individual agreement that shall never be considered a continuing performance contract.
6. In case of oral agreements the order confirmation of SKB Europe or (in the absence of an order confirmation) the invoice is considered to represent the agreement correctly and completely, except for complaints made within 30 days from the invoice date.
7. In the event that a natural person concludes an agreement on behalf of, or for the account of another natural party, he shall declare – by signing the agreement – to be empowered thereto. Such person shall be mutually and severally liable with regard to any and all obligations arising from the agreement and this in addition to such other natural person.
8. SKB Europe shall reserve the right to refuse an order without stating reasons.
9. Orders placed through the Dealer Portal shall be deemed binding orders to purchase the products specified therein. These general terms and conditions apply to the registration, access and use of the Dealer Portal, as well as to all orders and transactions performed through it.10. In the event that the acceptance by The opposite party deviates from the offer made then SKB Europe shall not be bound. The agreement shall then not become effective.
11. Prices mentioned in the offers are in Euros, exclusive of VAT and any other government charges such as duties and taxes, as well as exclusive of storage, export, shipment and possible transport costs, unless explicitly agreed upon otherwise.
12. In the event that SKB Europe takes care of shipment/transport of the goods bought, then this shall be done at the risk and for the account of The opposite party, unless agreed otherwise in writing.
13. In the event that delivery is made cash on delivery, SKB Europe shall always charge The opposite party with cash on delivery costs.
14. A composite quotation does not oblige SKB Europe to carry out part of the order against a corresponding part of the quotation.
15. Offers do not apply to follow up orders.
16. Any additions or changes to the order, after the conclusion of the agreement, shall only bind SKB Europe after and to the extent in which they are accepted by SKB Europe and confirmed In writing. Should The opposite party request to change the order and these changes would result in higher costs than those taken into account in the quotation of the original offer, SKB Europe will charge these extra costs to The opposite party. Should opposite party not be willing to pay these extra costs, SKB Europe may, at its discretion, suspend the delivery or terminate the agreement.
17. Additions and/or changes to the order may result in an exceeding of the previously agreed on delivery time. Such an exceeding of the delivery time shall never entitle The opposite party to compensation (damages) and/or termination of the agreement.

Article 4: MODELS/PICTURES (REPRESENTATIONS)
1. Models, pictures, representations, specifications, numbers, measurements, weights or descriptions included in the catalogues/price lists/bid/advertisements were made with the utmost care but are without obligation and are only included as indication.

Article 5: PRICE AND COSTS
1. SKB Europe shall be allowed to charge price increases after three (3) months, in the event that price changes, such as social security contributions, turnover tax, exchange rates, wages, raw materials, semi-finished products, and/or packaging, exceeding 5%, occur between the moment the offer was made and the performance of the agreement/execution of the delivery.
2. SKB Europe shall inform The opposite party of its intention to increase the price or rate in writing. In doing so SKB Europe shall mention the extent of the increase and effective date.
3. Should the delivery of (a part of) the products fail to occur or be delayed at the request The opposite party, or due to a lack of details/instructions provided or other causes at the side of opposite party, any subsequent costs arising from this delay shall be at the expense of The opposite party.
4. When making offers, SKB Europe assumes that it will be able to carry out its obligations under normal and usual circumstances. In the event that special circumstances arise as a result of which SKB Europe incurs subsequent costs, SKB Europe shall notify The opposite party of this and SKB Europe shall be entitled to charge these subsequent costs to The opposite party.

Article 6: SUSPENSION AND DISSOLUTION
1. SKB Europe shall be authorized to suspend fulfilment of the obligations or – at its sole discretion – to dissolve (“ontbinden”) the agreement with immediate effect through a notification In writing, without SKB Europe being obligated to pay any (financial) damages and without prejudice to SKB Europe’s other rights, in any of the following circumstances:
a. The opposite party does not (not in time or not completely) fulfil the obligations arising from the agreement or fails in any of its obligations by law, and is therefore in default; or;
b. SKB Europe has become aware of circumstances that reasonably give rise to the fear that The opposite party shall not (not in time or not completely) fulfil the obligations – in case there is good reason for fear that The opposite party shall only perform partly or not properly, then the suspension shall only be allowed in so far as the shortcoming justifies this;
c. The opposite party is requested at the conclusion of the agreement to grant security with regard to the fulfilment of its obligations arising from the agreement and such security is not provided or is insufficient;
d. The opposite party is declared bankrupt or when suspension of payment is granted; or
e. when a petition for bankruptcy is lodged against The opposite party or when a request for suspension of payment is lodged; or
f. when opposite party offers its creditors a voluntary arrangement; or
2. Furthermore SKB Europe shall be authorized to dissolve the agreement (have it dissolved), in the event that:
a. circumstances occur of such nature that performance of the agreement is impossible or according to standards of reasonableness and fairness can no longer be required or in the event that circumstances occur in any other way of such nature that unadjusted maintenance of the agreement cannot be expected in all reasonableness;
b. when delays on the part of The opposite party make it unreasonable to expect SKB Europe to fulfill the agreement under the original conditions.
3. In the event that the agreement is dissolved, the claims of SKB Europe on The opposite party shall become immediately due and payable. In the event that SKB Europe suspends the fulfilment of the obligations, it shall retain its claims on the basis of the law and the current agreement. SKB Europe shall always retain the right to claim compensation of damage.
4. Should the suspension/dissolution be attributable to The opposite party, SKB Europe shall be entitled to compensation of the damages SKB Europe suffers as a result of the suspension/termination/rescission, including, but not limited to, any costs arising directly and indirectly from the occurrence.

Article 7: PERFORMANCE OF THE AGREEMENT
1. SKB Europe shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, based on the specifications agreed upon by the parties.
2. SKB Europe shall determine the manner of execution of the agreement in so far as the parties have not explicitly agreed differently in writing.
3. The opposite party is obligated to provide SKB Europe with any relevant information SKB Europe requires for the correct and timely delivery of the products at the time of the conclusion of the agreement and always before SKB Europe effects the delivery of the products.
4. SKB Europe shall not be liable for damage or loss of any nature whatsoever resulting from its reliance on incorrect and/or incomplete data and specifications provided by The opposite party.
5. The opposite party must always inform SKB Europe of the objective for which the product is purchased, failing which SKB Europe cannot be held liable for any damage or loss arising from the uselessness of such product nor can the agreement be terminated because of an alleged non-conformity.
6. In the event that and in so far as good performance requires this, SKB Europe shall have the right to have activities carried out by third parties.
7. In the event that The opposite party has reserved for itself the execution of certain part of the work, then The opposite party shall be liable for late supply or late execution thereof.
8. The opposite party shall ensure that any and all data and consents in relation with which SKB Europe states that these are necessary or of which The opposite party in all reasonableness must understand that these are necessary for the performance of the agreement, shall be provided to SKB Europe in time. In the event that the data and consents necessary for the performance of the agreement have not been provided to SKB Europe in time, then SKB Europe shall have the right to suspend the agreement and/or to charge The opposite party with any and all additional costs arising from the delay and this against the standard rates. Any delay on this ground shall not constitute a default on the part of SKB Europe.
9. In the event that the commencement or progress of the work is delayed due to factors for which The opposite party is responsible or which fall within its sphere of influence, any resulting losses or costs incurred by SKB Europe shall be compensated by The opposite party. The agreement cannot be terminated on that ground either.
10. The opposite party shall indemnify SKB Europe against any possible claims of third parties who suffer loss or damage in connection with the performance of the agreement when such damage and/or its cause is attributable to The opposite party.
11. In the event that it has been agreed that the agreement shall be executed in phases then SKB Europe shall be allowed to suspend the execution of such parts to the next phase until The opposite party has approved the results of the preceding phase in writing.

Article 8: DELIVERY
1. Delivery of products shall take place in accordance with the delivery option agreed between SKB Europe and The opposite party, being either:
a. Collection by The opposite party at the warehouse of SKB Europe, or another location designated by SKB Europe. Delivery shall be governed by Incoterm FCA (Free Carrier); or
b. Delivery by SKB Europe to the address specified by The opposite party – delivery shall be governed by Incoterm DAP (Delivered at Place), unless otherwise agreed in writing.
2. In the event that SKB Europe delivers the products, these products shall always be delivered at the most recent delivery address provided to SKB Europe by The opposite party.
3. The opposite party shall be obliged to take delivery of respectively accept the products directly after completion unless differently agreed. When the products are available for The opposite party or have been presented for delivery to The opposite party but are not taken off by The opposite party for whatever reason, then delivery shall take place by notification to that effect in writing from SKB Europe to The opposite party.
4. In the event that The opposite party refuses or fails to provide information or instructions necessary for delivering the products, then SKB Europe shall be entitled to store the products for the account and risk of The opposite party. In the event that The opposite party does not take delivery of the products within two months, SKB Europe shall be entitled to dissolve (“ontbinden” ) (part of) the agreement and sell the product to someone else. In case the product(s) is (are) considered unsuitable for sale, SKB Europe shall be entitled to destroy the product(s). Any and all damage or loss arising from sale or destruction shall be payable by The opposite party.
5. Contract orders must be taken delivery of within the agreed terms, failing which SKB Europe shall be entitled to deliver the undelivered part of the order in one batch and to charge The opposite party with regard to any price increases.
6. In the event that The opposite party refuses to take delivery of the products, the claims of SKB Europe, inclusive of costs of transport and storage, on The opposite party shall be immediately due and payable.
7. In the event that SKB Europe needs any data of The opposite party within the scope of the performance of the agreement, the term of delivery shall commence after The opposite party has put these at the disposal of SKB Europe.
8. Any delivery dates given (verbally or In writing) are based on information and circumstances known to SKB Europe at the conclusion of the agreement. Those delivery dates are always target dates. These dates do therefore not bind SKB Europe, have an indicative nature, are in no event of the essence (‘niet wezenlijk’), and are never considered final deadlines, unless parties explicitly agree otherwise in writing. SKB Europe shall endeavour to observe the delivery date where possible, but the mere exceeding of a delivery date shall not constitute a failure in the performance at the side of SKB Europe. Delays shall never entitle The opposite party to terminate or rescind (‘ontbinden’) the agreement nor to any damages.
9. SKB Europe shall be entitled to charge an advance payment. After settling the advance payment, delivery or performance shall take place by SKB Europe unless parties agree differently.

Article 9: DELIVERY, INSPECTION AND COMPLAINTS
1. The opposite party shall be held to inspect the purchased products or the executed order at the time of delivery (have such inspected). Complaints on the delivered products must be made to SKB Europe by The opposite party in writing within seven (7) days upon delivery. The notice of default must describe the shortcoming as detailed as possible to enable SKB Europe to react adequately.
2. Damage to packaging or the product must be noted on the packing note/road waybill/air bill and SKB Europe must be informed in writing immediately. After having been informed of the complaint, SKB Europe will deal with it forthwith.
3. In the event that The opposite party wishes to return inferior products, then this can only be done after prior consent of SKB Europe in writing and in the manner as indicated by SKB Europe. Return shipments must be sent carriage/postage paid, undamaged and in their original packaging.
4. Any composed type, print or writing error in catalogues, on the internet site, or in the bid / offer can never give rise to any complaint.
5. In the event that a complaint is well-founded, SKB Europe shall – at its sole discretion – replace or adapt the delivered product(s) unless in the meantime this has become demonstrably pointless for The opposite party. The opposite party must make the latter clear in writing. However, SKB Europe shall only be liable for damages within the limits denoted by the provisions included in the articles “Warranty” and “Liability”.
6. Handling complaints shall not affect the ordering and payment obligations of The opposite party.
7. Warranty claims will not be accepted if The opposite party has processed, modified or otherwise altered the products after delivery in such a manner that the alleged defect cannot be examined or traced back to the condition at the time of delivery, or if the damage results from such processing

Article 10: TRANSFER OF RISK
1. The risk of loss or damage to the products that are the object of the agreement, shall pass on to The opposite party at the time at which these products are legal and/or actually delivered to The opposite party and with that into the powers of The opposite party or of a third party to be designated by The opposite party or at the moment that the products are ready for delivery, provided that The opposite party has been informed of this in writing.
2. In the event that SKB Europe secures transport of the products that are the object of the agreement, this will be fully done for the account and at the risk of The opposite party. The opposite party itself shall take out a appropriate transport insurance.

Article 11: CICUMSTANCES BEYOND ONE’S CONTROL (FORCE MAJEURE)
1. SKB Europe is not obligated to fulfil any obligations should it be hindered in doing so by circumstances beyond its control which are not attributable to SKB Europe by virtue of the law, legal act or according to generally accepted standards, as stated in article 6:75 of the Dutch Civil Code.
2. SKB Europe is also entitled to invoke force majeure if the circumstances which prevent (further) fulfilment occur after SKB Europe should have fulfilled its obligations.
3. SKB Europe may suspend its obligations arising from the agreement during the period that the force majeure continues. Should the force majeure exceed a period of 2 months, both parties will be entitled to terminate (‘opzeggen’) the agreement, without obligation to pay damages to the other party. It is expressly provided that rescission (‘ontbinding’) of the agreement either in full or partially by The opposite party is precluded.
4. Circumstances beyond one’s control (force majeure) shall mean in these terms and conditions, in addition to all that is included in the law and in case law in this respect, any and all extraneous causes, foreseen or unforeseen, that SKB Europe does not have any influence upon, but owing to which SKB Europe is not in a position to fulfil the obligations or in which fulfillment is burdensome, including (but not limited to): stoppages of work or strikes in the enterprise of SKB Europe, computer and electricity breakdowns, fire, theft, traffic blocks, export impediments, non-delivery by SKB Europe’s suppliers and stagnation in the delivery of raw materials/parts by subcontractors are included.
5. Insofar as SKB Europe at the time of the commencement of such circumstances has already partly fulfilled its obligations arising from the agreement or will be able to fulfil these, and the fulfilled respectively to be fulfilled part has a value of its own, then SKB Europe shall be entitled to invoice the already fulfilled or to be fulfilled part separately.

Article 12: WARRANTY
1. Products produced by SKB Europe shall meet the technical demands and specifications stated by SKB Europe.
2. SKB Europe shall grant a warranty to the direct opposite party in relation with the quality of the products delivered by SKB Europe for a period of one (1) year after delivery, unless parties have agreed a different term in writing.
3. Warranties are not granted in connection with rendered services, unless parties have agreed differently in writing.
4. Warranties can only be invoked after submission of the purchase invoice.
5. The opposite party itself must check in advance whether the product to be delivered is suitable for the purpose stated.
6. This warranty is limited to: manufacturing faults and so does not include damage arising from improper, negligent or inexpert use, assembly or maintenance by The opposite party or a third party;
7. If the warranty is granted, SKB Europe will – at its sole discretion repair or replace the purchased product.
8. This warranty shall become null and void: on the resale of the delivered products, unless parties have explicitly agreed differently; in case of processing, changes, adjustments or repairs by opposite party or a third party to or of the delivered product(s); in case of exposure to hazardous substances and too high or too low temperatures; in case of overcharging of pulling and pushing force; by not using and maintaining the delivered product(s) in conformity with the instructions for use; when using the delivered product(s) for a different purpose than the one The opposite party stated to SKB Europe or for which it is suitable.
9. As long as The opposite party does not fulfil its obligations arising from the agreements concluded by the parties, it cannot invoke this warranty provision.

Article 13: LIABILITY AND INDEMNITY
1. Should it be established that SKB Europe is liable to The opposite party for damages suffered in connection with the agreement, or arising from a wrongful act, or on any other basis, the total liability, including any payment obligation pursuant to article 6:230 Dutch Civil Code and/or article 6:271 Dutch Civil Code, shall be limited as stated in these provisions.
SKB Europe shall never be liable for:
a. damages arising from SKB Europe’s use of any incorrect details/files/materials/devices and information provided by or on behalf of opposite party;
b. any lost profits, lost income, lost turnover, lost savings, consequential loss, stagnation of commercial activities and reputational damages caused to The opposite party or third parties;
c. any direct or indirect damages or any disadvantage arising from or in connection with the delivery of the products or the method of delivery;
d. damages arising from incorrect use of the product(s), usage not in accordance with the user manual, instructions or applicable law and regulations or usage in any way other than the intended use;
e. damages arising from advice given, unless agreed otherwise. Advice shall always be provided on the basis of the facts and circumstances known to SKB Europe and in mutual consultation, for which the intention of The opposite party shall always serve as a starting point;
f. any deviations, damages, errors or defects in products manufactured by SKB Europe in accordance with the specifications provided by or on behalf of The opposite party, insofar as such deviations, damages, errors or defects are connected therewith;
g. alleged defects, damage and/or loss resulting from or connected with changes in environmental or other legislation introduced after the conclusion of the agreement.
2. The liability of SKB Europe is at all times limited to the amount that is paid out under SKB Europe’s liability insurance in the applicable case. If the liability insurance, for whatever reason, does not provide coverage, SKB Europe’s liability shall in all circumstances be limited to the agreed price of the delivered products to which the event that caused the damage relates.
3. The limitation of liability of this article does not apply in case of intent or deliberate recklessness of SKB Europe and/or its (statutory) director(s).
4. Any possible claim for damages must be submitted in writing to SKB Europe forthwith after the damage or loss arose failing which the right shall lapse.
5. The opposite party shall be obliged to inform its purchaser in conformity with the instruction for use and product information. The opposite party shall indemnify SKB Europe against claims of third parties in the event that SKB Europe is held liable for which SKB Europe is liable because The opposite party has failed in its performance.
6. Unless differently agreed, The opposite party itself must examine in advance whether the purchased product(s) will be suitable for the purpose for which it is going to use the purchased product(s). In the event that afterwards it appears that the purchased product(s) is/are not suitable for the purpose, The opposite party cannot hold SKB Europe liable for any damage or loss arising there from.
7. The opposite party shall be held to ensure that – prior to the delivery of data, documents, material and/or products /products– the information carriers concerned are copied or duplicate files are made. SKB Europe is not responsible nor liable in case of loss or damage.
8. In the event that The opposite party provides information carriers, electronic files or software etc. to SKB Europe, then the former shall guarantee that such information carriers, electronic files or software etc., are free of viruses and show no defects.
9. Without prejudice to the foregoing, any claim for liability against SKB Europe will lapse within 12 months after The opposite party became aware of the event that caused the damage or loss, or could reasonably have become aware of it.

Article 13a: LIABILITY DEALER PORTAL

1. SKB Europe BV is not liable for damage resulting from technical malfunctions, inaccessibility or errors in the Dealer Portal, unless there is intent or gross negligence.

Article 14: INTELLECTUAL PROPERTY AND COPY RIGHTS
1. Notwithstanding the provisions included in these general terms and conditions, SKB Europe shall retain the rights and powers that are vested in SKB Europe. These rights include, but are not limited to, worldwide copyrights, design rights, trademarks, patents, database rights, and any other rights of intellectual or industrial ownership, regardless of registration or jurisdiction.
2. Any and all products sold and/or produced, including designs, sketches, calculations, drawings, models and brochures submitted by SKB Europe, shall be exclusively intended for use by The opposite party and may not, without prior written consent of SKB Europe, be reproduced, sold on, processed, altered, copied, made public, or disclosed to third parties, except where strictly necessary for the performance of the agreement and in accordance with its terms, regardless of whether separate costs have been charged for their creation or provision.
3. Templates produced by SKB Europe, regardless of whether these were specifically created for The opposite party or paid for in whole or in part by The opposite party, shall remain the property of SKB Europe and shall not be returned to The opposite party. SKB Europe shall be entitled to use such templates for other clients or orders, without any obligation to inform or compensate The opposite party.
4. The opposite party shall not be entitled to remove, alter, conceal or otherwise modify any trademarks, trade names, logos, product codes, origin markings or other identifiers placed on the delivered product(s), packaging or accompanying materials by SKB Europe. Nor shall The opposite party use such identifiers in a misleading manner or in a way that could dilute or damage the reputation of SKB Europe.
5. SKB Europe shall be entitled to use any know-how, technical insights, methods or experience gained during the execution of the agreement for its own purposes or in the context of other projects or client relationships, provided that no confidential information of The opposite party is disclosed to third parties.

Article 15: RETENTION OF TITLE
1. Any and all products delivered by SKB Europe, whether or not manufactured or processed, shall remain the property of SKB Europe until The opposite party has fulfilled all obligations arising from all agreements concluded with SKB Europe.
2. In the event The opposite party fails to comply with its obligations SKB Europe will have the right to take back the products delivered, subject to retention of title and at the cost of The opposite party at its discretion and irrespective of where these products may be located. The opposite party is required to render all cooperation in this regard.
3. The opposite party shall not be authorized to pledge the products covered by retention of title or encumber such in any other manner;
4. The opposite party shall be obliged to insure the products covered by retention of title against value when new. Any damages paid out by the insurer shall take the place of the products mentioned above and shall accrue to SKB Europe.
5. The opposite party shall be obliged to inform SKB Europe as quickly as reasonably can be expected in case third parties attach the products covered by retention of title or establish or assert rights on such products.
6. Should SKB Europe wish to exercise its property rights laid down in this article, The opposite party shall, unconditionally and irrevocably, grant permission to SKB Europe or to third parties to be designated by SKB Europe to access all places where the property is held and to retrieve such products.
7. After products have been taken back as referred to in this article, The opposite party will be credited for the market value of the products taken back, which amount will never exceed the invoice value excluding turnover tax.

Article 16: EXPORT
1. Payment of export transactions must be effected by means of an irrevocable letter of credit issued and confirmed by a Netherlands bank unless agreed differently in writing. Both trans-shipment and partial shipments shall be possible on the basis of such letter of credit. The letter of credit can be transferred by SKB Europe.
2. The opposite party guarantees that in the event that import of products into a particular country or for a particular destination requires an import certification or permit, such import certification of import permit has been acquired or will be acquired before shipment, failing which The opposite party shall be liable for any loss or damage arising here from.
3. The opposite party is responsible for Export compliance and fulfilling export control regulations which are applicable in all countries in and outside the European Union.

Article 17: PAYMENT
1. The opposite party may choose the payment method agreed between SKB Europe and The opposite party, including:
a. Immediate payment (applicable to agreements concluded through the Dealer Portal), or
b. Deferred payment / payment on invoice, to be paid within the term specified in the invoice.
2. In the event that The opposite party remains in default as regards payment within the term agreed, then The opposite party shall be in default by operation of law. The opposite party shall then owe an interest of 1.5% per month or part thereof unless the statutory interest or the statutory commercial interest is higher, in which case the highest interest shall apply. The interest on the amount due will be calculated as of the moment that The opposite party is in default until the time the full amount is paid.
3. In case of liquidation, (application for) bankruptcy, admission of The opposite party to the statutory debt repayment schedule on the basis of the Netherlands Debt Repayment (Natural Persons) Act (Wet Schuldsanering Natuurlijke Personen), tutelage order, attachment or (provisional) suspension of payment of The opposite party, any claims of SKB Europe on The opposite party shall be forthwith due.
4. Payments shall be deducted in the first place from costs due, then from interest due and finally deducted from the principal sum and accrued interest.

Article 18: COLLECTION COSTS
1. In the event that The opposite party is in default as regards the (timely) fulfilment of its obligations, any and all reasonable costs to obtain payment outside court shall be payable by The opposite party. In any case, The opposite party shall owe extrajudicial collection costs in case of a monetary claim. In deviation of the statutory regulations on this subject, the extrajudicial costs are determined at 15% of the relevant amount with a minimum of € 350,- (in words: three hundred fifty euro) excluding VAT. The opposite party also owes interest on the collection charges.
2. Collection costs shall be calculated in conformity with the collection rates as advised by the Netherlands association of Attorneys at Law in collection cases with a minimum of € 350.
3. In the event that SKB Europe has incurred higher costs which were reasonably necessary, such shall also be eligible for compensation. Legal costs and costs resulting from enforcing a court order shall also be payable by The opposite party.

Article 19: STAFF
1. The opposite party shall not be authorized, without written consent of SKB Europe, to enter into an employment relationship with an employee of SKB Europe, and this during and within one year from the performance of the agreement.
2. In the event that The opposite party, without the consent of SKB Europe, enters into an employment relationship with an employee (directly or not), The opposite party shall owe SKB Europe without prior notice of default per employment relationship a compensation of at least six (6) times the gross monthly salary of the employee on the basis of forty (40) working hours per week, without prejudice to SKB Europe’s other rights including (but not limited to) the right to claim full damages. In addition The opposite party shall be obliged to fulfil completely its obligations arising from the agreement existing between the parties.

Article 20: DISPUTES
Any and all disputes in connection with the agreement concluded between the parties will be decided in the first instance by the competent Netherlands court in the place where the registered office of SKB Europe is established.

Article 21: APPLICABLE LAW
Dutch law applies to each bid, offer, order and agreement concluded between SKB Europe and The opposite party. The Vienna Sales Convention shall be explicitly excluded.

Article 22: FILING
These terms and conditions have been filed at the office of the Chamber of Commerce and Industry for
Oost-Brabant under number xxxx.