P&E Lowlands

Article 1: Applicability

1.1. These terms and conditions apply to all offers made by P&E Lowlands BV, all agreements concluded by P&E Lowlands BV, all obligations arising from them, and all agreements subsequently concluded between the parties.

1.2. P&E Lowlands BV is referred to in these terms as P&E Lowlands BV. The other party is referred to as the client.

1.3. The general terms and conditions invoked by the client are explicitly rejected.

1.4. The term "work" in these terms refers to the agreed-upon work, including any design or deliverables.

Article 2: Offers

2.1. All offers are non-binding, including those on our website/webshop.

2.2. Unless otherwise stated in writing or by the price on the website/webshop, the prices mentioned in the offer are based on delivery ex works, at P&E Lowlands BV’s location, in accordance with Incoterms 2010. The prices are exclusive of VAT and packaging.

2.3. All materials provided by P&E Lowlands BV in the offer or during the work, such as demo software, hardware, samples, machines, machine parts, etc., remain the property of P&E Lowlands BV and must be returned to P&E Lowlands BV at the first request of the client.

Article 3: Intellectual Property Rights

3.1. Unless otherwise agreed in writing, P&E Lowlands BV retains the copyrights and all industrial property rights to the offers made, designs provided, illustrations, drawings, (prototype) models, software, and similar.

3.2. The rights to the materials mentioned in section 1 of this article remain the property of P&E Lowlands BV, regardless of whether costs have been charged to the client for their production. These materials may not be copied, used, or shown to third parties without prior express written permission from P&E Lowlands BV. The client is liable to pay P&E Lowlands BV a penalty of €25,000 for each violation of this provision, which may be claimed in addition to compensation under the law.

3.3. The client must return the materials provided to him as mentioned in section 1 of this article within the period set by P&E Lowlands BV upon first request. In case of violation, the client is liable to pay P&E Lowlands BV a penalty of €1,000 per day. This penalty may be claimed in addition to compensation under the law.

Article 4: Advice and Provided Information

4.1. The client may not derive any rights from advice and information received from P&E Lowlands BV that do not relate to the assignment.

4.2. If the client provides P&E Lowlands BV with data, drawings, and similar materials, P&E Lowlands BV may rely on their accuracy and completeness when executing the agreement.

4.3. The client indemnifies P&E Lowlands BV against any claims from third parties concerning the use of advice, drawings, calculations, designs, materials, samples, models, and similar provided by or on behalf of the client.

Article 5: Formation of the Agreement

The agreement with P&E Lowlands BV is only concluded when:

P&E Lowlands BV confirms the order within a reasonable period,

P&E Lowlands BV starts executing the assignment.

P&E Lowlands BV is not obligated to start the work until all agreed terms have been fulfilled by the client.

Article 6: Delivery/Execution Period

6.1. The delivery and/or execution period is approximated by P&E Lowlands BV.

6.2. When determining the delivery and/or execution period, P&E Lowlands BV assumes that it can perform the assignment under the circumstances known at the time.

6.3. The delivery and/or execution period will only start once all commercial and technical details have been agreed upon, all necessary data, definitive and approved drawings, etc., are in possession of P&E Lowlands BV, the agreed (term) payment has been received, and the necessary conditions for executing the assignment have been met.

6.4. a. If there are circumstances unknown to P&E Lowlands BV at the time the delivery and/or execution period was set, the delivery and/or execution period may be extended by the time needed to complete the assignment under those new circumstances. If the work cannot be integrated into P&E Lowlands BV's schedule, it will be performed as soon as the schedule allows.

b. If additional work is required, the delivery and/or execution period will be extended by the time P&E Lowlands BV needs to deliver the materials and parts and to perform the additional work. If the additional work cannot be incorporated into P&E Lowlands BV’s schedule, it will be completed as soon as the schedule allows.

c. If obligations are suspended by P&E Lowlands BV, the delivery and/or execution period will be extended by the duration of the suspension. If the continuation of work cannot be integrated into P&E Lowlands BV's schedule, it will be completed as soon as the schedule allows.

d. If there is unworkable weather, the delivery and/or execution period will be extended by the delay caused.

6.5. The client is obligated to pay all costs incurred by P&E Lowlands BV due to a delay in the delivery and/or execution period as mentioned in paragraph 4 of this article.

6.6. Exceeding the delivery and/or execution period does not, under any circumstances, give the right to compensation or termination.

Article 7: Transfer of Risk

7.1. Delivery takes place ex works, "ex works," at the premises of P&E Lowlands BV or the address stated in the order confirmation, in accordance with Incoterms 2010. The risk of the goods transfers when P&E Lowlands BV makes them available to the client.

7.2. Notwithstanding the provisions of paragraph 1 of this article, the client and P&E Lowlands BV may agree that P&E Lowlands BV will arrange for transport. In this case, the risk of storage, loading, transport, and unloading lies with the client. The client may insure against these risks.

7.3. If there is a trade-in and the client keeps the item to be traded in pending the delivery of the new item, the risk of the item to be traded in remains with the client until it has been made available to P&E Lowlands BV. If the client cannot deliver the trade-in item in the condition it was in when the agreement was made, P&E Lowlands BV may dissolve the agreement.

Article 8: Force Majeure

8.1. P&E Lowlands BV has the right to suspend the fulfillment of its obligations if it is temporarily prevented from fulfilling its contractual obligations to the client due to force majeure.

8.2. Force majeure includes, among other things, the circumstance that suppliers, subcontractors of P&E Lowlands BV, or carriers engaged by P&E Lowlands BV fail to fulfill their obligations or do not do so on time, weather conditions, earthquakes, fires, power outages, loss, theft, or loss of tools or materials, roadblocks, strikes, or work stoppages, and import or trade restrictions.

8.3. P&E Lowlands BV is no longer entitled to suspend if the temporary impossibility of performance has lasted more than six months. The client and P&E Lowlands BV may terminate the agreement with immediate effect after the expiry of this period, but only for that part of the obligations that have not been fulfilled.

8.4. If force majeure occurs and performance becomes permanently impossible, both parties are entitled to terminate the agreement with immediate effect for the part of the obligations that has not been fulfilled.

8.5. The parties are not entitled to compensation for any damage suffered or to be suffered due to the suspension or termination under this article.

Article 9: Execution of the Work

9.1. The client ensures that P&E Lowlands BV can perform its work without disturbance and within the agreed timeframe, and that it has access to the necessary provisions for carrying out the work, such as: a. gas, water, and electricity; b. heating; c. lockable dry storage space; d. provisions prescribed by the Occupational Health and Safety Act and regulations.

9.2. The client assumes the risk and is liable for damage related to the loss, theft, burning, and damage of property belonging to P&E Lowlands BV, the client, or third parties, such as tools, materials intended for the work, or equipment used in the work, located at the place where the work is being carried out or at any other agreed location.

9.3. The client is required to adequately insure against the risks mentioned in paragraph 2 of this article. Additionally, the client must ensure insurance for the work-related risks of the equipment used. The client must provide P&E Lowlands BV with a copy of the relevant insurance policies and proof of premium payment upon request. In the event of damage, the client must immediately report it to their insurer for further handling and settlement.

9.4. If the client fails to meet the obligations described in the previous paragraphs of this article, causing delays in the execution of the work, the work will be carried out once the client has fulfilled all obligations, and P&E Lowlands BV’s schedule allows. The client is liable for all damage caused to P&E Lowlands BV due to the delay.

9.5. P&E Lowlands BV adheres to the applicable regulations during the execution of the work.

9.6. In the appropriate cases, P&E Lowlands BV will instruct the persons designated by the client regarding the commissioning and maintaining of the delivered work in operational condition.

9.7. The client is required to make the execution of the work possible within P&E Lowlands BV’s normal working hours and under conditions that meet safety requirements and other government regulations.

9.8. The client ensures that P&E Lowlands BV has timely access to the required permits and exemptions for the work and the information that the client must provide for the work.

9.9. The client must ensure that preparatory work, which is not part of P&E Lowlands BV’s work, is completed on time so that there is no delay. Any resulting damage will be compensated by the client to P&E Lowlands BV.

9.10. The client is responsible for monitoring safety during the execution of the work and the safety of all workers.

9.11. The client assumes the risk for damage caused by errors or defects in the instructions provided by them, such as: drawings, calculations, specifications, regulations, etc.

9.12. The client assumes the risk for damage caused by unlawful acts of their own employees or third parties.

9.13. The client indemnifies P&E Lowlands BV against any claims from third parties concerning damage that, according to these terms, is the responsibility of the client, including damage resulting from violations of intellectual and industrial property rights.

9.14. The client permits P&E Lowlands BV to place name markings and advertising on the work site or on the work itself.

Article 10: Changes in the Work

10.1. Changes in the work will result in additional or reduced work if: a. There is a change in the design, specifications, or the scope of work; b. The information provided by the client does not match the reality; c. Unforeseen performances (waiting, extra transport, storage, performances outside normal working hours, etc.).

10.2. Additional work will be calculated based on the price-determining factors applicable at the time the additional work is performed. Reduced work will be settled based on the price-determining factors applicable at the time of concluding the agreement.

10.3. The client is required to pay for the additional work as referred to in paragraph 1 of this article, at the discretion of P&E Lowlands BV, at one of the following times: a. When the additional work occurs; b. Simultaneously with the payment of the principal amount; c. At the next agreed payment term.

10.4. If the sum of the reduced work exceeds the additional work, P&E Lowlands BV may charge the client 10% of the difference in the final settlement. This provision does not apply to reduced work that is the result of a request from P&E Lowlands BV.

Article 12: Non-Included Work

12.1. The work does not include, and the price of the work does not include: Performances outside normal working hours or on non-working days. These performances will be settled at the applicable hourly rates multiplied by 150% for work outside normal working hours on weekdays and up to 200% for work on Sundays and public holidays.

Article 12: Completion of the Work

12.1. The work is considered completed in the following cases: a. When the client has approved the work; b. When the client has taken the work into use. If the client takes part of the work into use, that portion is considered completed.

12.1. The work is considered completed in the following cases: c. If P&E Lowlands BV has informed the client in writing that the work is completed, and the client does not notify in writing within 14 days of the notification whether the work is approved or not; d. If the client does not approve the work due to minor defects or missing components that can be repaired or delivered during the warranty period and do not prevent the work from being used.

12.2. If the client does not approve the work, they must notify P&E Lowlands BV in writing, providing reasons. The client must allow P&E Lowlands BV the opportunity to complete the work.

12.3. The client indemnifies P&E Lowlands BV against any claims from third parties for damage to parts of the work that have not been delivered, caused by the use of parts of the work that have already been delivered.

Article 13: Liability

13.1. In the case of an attributable failure, P&E Lowlands BV is obligated to fulfill its contractual obligations.

13.2. P&E Lowlands BV's obligation to compensate for damages, for any legal grounds, is limited to the damages for which P&E Lowlands BV is insured under a policy contracted for or on its behalf. However, the compensation is limited to the maximum insured sum. This business liability insurance is limited to €2,500,000, and a copy of the relevant policy can be provided upon request. All other damages are at the client’s risk.

13.3. If P&E Lowlands BV cannot rely on the limitation in paragraph 2 of this article for any reason, the obligation to compensate for damages is limited to a maximum of 15% of the total contract sum (excluding VAT). If the contract consists of parts or partial deliveries, the obligation to compensate for damages is limited to a maximum of 15% (excluding VAT) of the contract sum for that part or partial delivery.

13.4. Not eligible for compensation: a. Consequential damages. Consequential damages include, but are not limited to, stagnation damage, production loss, lost profit, transport costs, and travel and accommodation expenses. The client can, if possible, insure against these damages; b. Inspection damage. Inspection damage includes damage caused during the execution of the work to items being worked on or items located near the work site. The client can, if desired, insure against this damage; c. Damage caused by intent or deliberate recklessness of assistants or non-supervisory subordinates of P&E Lowlands BV.

13.5. P&E Lowlands BV is not liable for damage to materials supplied by or on behalf of the client due to faulty processing.

13.6. The client indemnifies P&E Lowlands BV against all third-party claims due to product liability arising from a defect in a product supplied by the client to a third party, which (partly) consisted of products and/or materials provided by P&E Lowlands BV. The client is obliged to compensate all damages incurred by P&E Lowlands BV in this context, including the (full) costs of defense.

Article 14: Warranty, Other Claims, and Safety

14.1. Unless otherwise agreed in writing, P&E Lowlands BV guarantees the proper performance of the agreed service for a period of six months after delivery (or completion). If a different warranty period is agreed, the other provisions of this article also apply.

14.2. If the agreed service is found to be defective, P&E Lowlands BV will decide whether to carry out the service properly or credit the client with a proportionate part of the invoice. If P&E Lowlands BV chooses to properly perform the service, it will determine the method and timeline for execution. If the agreed service included the processing of materials provided by the client, the client must provide new materials at their own expense and risk.

14.3. Parts or materials repaired or replaced by P&E Lowlands BV must be sent back to P&E Lowlands BV by the client.

14.4. The client shall bear the costs of: a. All transport or shipping costs; b. Demolition and assembly costs; c. Travel and accommodation expenses.

14.5. In all cases, the client must provide P&E Lowlands BV the opportunity to repair any defects or re-execute the work.

14.6. The client can only invoke the warranty after fulfilling all their obligations to P&E Lowlands BV.

14.7. a. No warranty is provided if the defects are due to:

– Normal wear and tear;

– Improper use;

– Maintenance not performed or performed incorrectly;

– Installation, assembly, modification, or repair by the client or third parties;

– Defects or unsuitability of items ordered or specified by the client;

– Defects or unsuitability of materials or tools used by the client.

b. No warranty is provided for:

– Delivered items that were not new at the time of delivery;

– The inspection and repair of client’s items;

– Parts for which a manufacturer’s warranty has been granted.

14.8. The provisions in paragraphs 2 to 7 of this article also apply to any claims by the client based on non-performance, non-conformity, or any other legal grounds.

14.9. The client may not transfer any rights under this article.

Article 15: Obligation to Complain

15.1. The client can no longer rely on a defect in the performance if they have not complained about it in writing to P&E Lowlands BV within fourteen days after discovering the defect or after they reasonably should have discovered it.

15.2. The client must submit complaints regarding the invoice amount in writing to P&E Lowlands BV within the payment term, under penalty of forfeiture of all rights. If the payment term exceeds thirty days, the client must complain in writing no later than thirty days after the invoice date.

Article 16: Non-Accepted Goods

16.1. After the delivery and/or execution period, the client is obliged to accept the goods or items that are the subject of the agreement at the agreed location.

16.2. The client must cooperate in all reasonable ways to enable P&E Lowlands BV to complete the delivery.

16.3. Goods that are not accepted will be stored at the client's expense and risk.

16.4. If the provisions in paragraphs 1 and/or 2 of this article are violated, the client will owe a fine of €250 per day to P&E Lowlands BV, with a maximum of €25,000. This fine can be claimed in addition to damages under the law.

Article 17: Payment

17.1. Payment will be made at the location of P&E Lowlands BV or to an account designated by P&E Lowlands BV.

17.2. Unless otherwise agreed, payment will be made as follows:

a. For counter sales: cash or upon making the goods available for delivery;

b. For installment payments:

– 40% of the total price upon order;

– 50% of the total price after material delivery or, if the delivery of materials is not included in the order, after the start of work;

– 10% of the total price upon completion;

c. In all other cases, within thirty days after the invoice date.

17.3. If the client does not fulfill their payment obligation, they are required to comply with P&E Lowlands BV’s request for settlement in kind, instead of paying the agreed amount.

17.4. The client's right to offset their claims against P&E Lowlands BV or to suspend payments is excluded unless P&E Lowlands BV is bankrupt or is subject to applicable debt restructuring.

17.5. Regardless of whether P&E Lowlands BV has fully executed the agreed performance, everything that the client owes or will owe under the agreement becomes immediately due if:

a. a payment term has been exceeded;

b. the client's bankruptcy or suspension of payment has been requested;

c. a seizure of the client's assets or claims has been made;

d. the client (company) is dissolved or liquidated;

e. the client (natural person) requests to be admitted to debt restructuring, is placed under guardianship, or has passed away.

17.6. If payment has not been made within the agreed payment term, the client will immediately owe interest to P&E Lowlands BV. The interest rate is 12% per year, but is equal to the legal interest if that is higher. In calculating the interest, a part of the month is considered a full month.

17.7. P&E Lowlands BV is entitled to offset its debts to the client with claims of companies affiliated with P&E Lowlands BV against the client. Additionally, P&E Lowlands BV is entitled to offset its claims against the client with debts of companies affiliated with P&E Lowlands BV to the client. Furthermore, P&E Lowlands BV is entitled to offset its debts to the client with claims against companies affiliated with the client. Affiliated companies are those belonging to the same group as defined in article 2:24b of the Dutch Civil Code (BW) and a participation as defined in article 2:24c BW.

17.8. If payment has not been made within the agreed payment term, the client owes all extrajudicial costs to P&E Lowlands BV, with a minimum of €75. These costs are calculated based on the following table (principal amount including interest):

Over the first €3,000: 15%

Over the amount from €3,000 to €6,000: 10%

Over the amount from €6,000 to €15,000: 8%

Over the amount from €15,000 to €60,000: 5%

Over the amount from €60,000: 3%

The actual extrajudicial costs are due if they exceed the calculation above.

17.9. If P&E Lowlands BV is awarded in a legal procedure, all costs incurred in connection with the procedure will be borne by the client.

Article 18: Security

18.1. Regardless of the agreed payment conditions, the client is obliged to provide adequate security for payment upon the first request of P&E Lowlands BV. If the client fails to do so within the specified term, they will immediately be in default. In this case, P&E Lowlands BV has the right to terminate the agreement and claim damages from the client.

18.2. P&E Lowlands BV remains the owner of the delivered goods as long as the client:

a. fails or will fail to fulfill their obligations under this or other agreements;

b. has not fulfilled claims arising from the non-performance of the above agreements, such as damages, penalties, interest, and costs.

18.3. As long as the delivered goods are subject to a retention of title, the client may not encumber or alienate them outside the normal course of business.

18.4. After P&E Lowlands BV has invoked its retention of title, it may retrieve the delivered goods. The client must cooperate in this process.

18.5. P&E Lowlands BV has a pledge and right of retention on all goods it has or will have in its possession for any reason and on all claims it has or may have against the client with respect to anyone who demands it.

18.6. If the client has fulfilled its obligations after the goods have been delivered in accordance with the agreement, the retention of title with respect to these goods is reinstated if the client fails to meet its obligations under a later agreement.

Article 19: Termination of the Agreement

If the client wants to terminate the agreement without any fault from P&E Lowlands BV and P&E Lowlands BV agrees to this, the agreement will be terminated by mutual consent. In this case, P&E Lowlands BV is entitled to compensation for all financial damages, such as incurred losses, lost profits, and costs.

Article 20: Applicable Law and Competent Court

20.1. Dutch law is applicable.

20.3. Only the Dutch civil court competent in the place of establishment of P&E Lowlands BV will handle disputes, unless this conflicts with mandatory law. P&E Lowlands BV may deviate from this jurisdictional rule and apply the appropriate jurisdictional rules.