GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF VERPAS B.V.

Table of Contents

Article 1: General

  1. The provisions of these general terms and conditions apply to every agreement and every offer between Verpas B.V. and the Buyer, to which Verpas B.V. has declared these general terms and conditions applicable. These general terms and conditions also apply to all agreements with Verpas B.V., for the execution of which third parties must be involved.
  2. Deviations from these general terms and conditions can only be agreed upon in writing and shall only be valid after express written confirmation thereof by Verpas B.V.
  3. The general terms and conditions of the Buyer shall only apply if it has been expressly agreed in writing that these shall apply to the Agreement to the exclusion of these general terms and conditions. In that case, any conflicting provisions in the general terms and conditions of Verpas B.V. and the Buyer shall only apply between the parties if and insofar as they form part of these general terms and conditions.
  4. If one or more provisions in these general terms and conditions are void or should be annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. The parties shall then consult in order to agree on new provisions to replace the void or annulled provisions, taking into account, if and as far as possible, the purpose and intent of the original provision.

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Article 2: Definitions

  1. In these general terms and conditions, the following words, concepts, and expressions have the following meaning, unless expressly indicated otherwise:
  2. Verpas B.V.: The private limited company Verpas B.V., with its statutory seat and office in (5751PW) Deurne (The Netherlands) at Dukaat 10, registered in the trade register of the Chamber of Commerce under number 17227692, VAT identification number NL819535722B01;
  3. Buyer: the counterparty of Verpas B.V., acting in the exercise of a profession or business;
  4. Agreement: the agreement (for services) between Verpas B.V. and the Buyer, including appendices, conditions, specifications, drawings and models, planning lists, offers, and other documents;
  5. Parties: Verpas B.V. and the Buyer together.

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Article 3: Offers and Quotations

  1. Offers and/or quotations made by Verpas B.V. are without obligation and valid for thirty days, unless otherwise indicated.
  2. Verpas B.V. is only bound by offers or quotations if the acceptance thereof is confirmed in writing by the Buyer within thirty days.
  3. A quotation already confirmed by the Buyer can only be cancelled, changed, or modified after prior written consent from Verpas B.V.
  4. Delivery times in quotations from Verpas B.V. are indicative and do not entitle the Buyer to dissolution or compensation if exceeded, unless expressly agreed otherwise.
  5. The prices in the mentioned offers and quotations are exclusive of VAT and other government levies, as well as shipping and any transport and packaging costs, unless expressly stated otherwise.
  6. If the acceptance deviates (on minor points) from the offer included in the quotation, Verpas B.V. shall not be bound by it. The Agreement shall then not be concluded in accordance with this deviating acceptance, unless Verpas B.V. indicates otherwise.
  7. A composite quotation does not obligate Verpas B.V. to deliver part of the items included in the offer or quotation at a corresponding part of the stated price.
  8. Offers or quotations do not automatically apply to repeat orders.

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Article 4: Samples and Models

  1. If a sample or model has been shown or provided to the Buyer, it is presumed to have been provided as an indication only, without the item having to correspond to it, unless it is expressly agreed that the item will correspond with it.
  2. Verpas B.V. is not liable for errors in and deviations from images, drawings, samples, and/or other specifications occurring in offers, quotations, and/or order confirmations or the Agreement, as these are provided as an indication only.

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Article 5: Formation and Execution of the Agreement

  1. An order is only binding for Verpas B.V. either at the moment it has confirmed the order in writing to the Buyer, or at the moment Verpas B.V. has commenced the execution of the order.
  2. For proof of the content of the order, the order confirmation and/or the administrative data of Verpas B.V., including the invoice related to the order, are deemed to represent the Agreement fully and correctly.
  3. Verpas B.V. will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship, based on the state of science known at that time.
  4. If and insofar as proper execution of the Agreement requires this, Verpas B.V. has the right to have certain activities performed by third parties.
  5. The Buyer shall ensure that all data, which Verpas B.V. indicates are necessary or which the Buyer should reasonably understand to be necessary for the execution of the Agreement, are provided to Verpas B.V. in a timely manner. If the data required for the execution of the Agreement have not been provided to Verpas B.V. in time, Verpas B.V. has the right to suspend the execution of the Agreement and/or to charge the Buyer for the extra costs resulting from the delay according to the usual rates.
  6. Verpas B.V. is not liable for damage, of whatever nature, caused by Verpas B.V. having relied on incorrect and/or incomplete data provided by the Buyer, unless this inaccuracy or incompleteness should have been apparent to Verpas B.V.
  7. If it has been agreed that the Agreement will be executed in phases, Verpas B.V. may suspend the execution of those parts belonging to a subsequent phase until the Buyer has approved the results of the preceding phase in writing.
  8. If work is carried out by Verpas B.V. or third parties engaged by Verpas B.V. in the context of the Agreement at the location of the Buyer or a location designated by the Buyer, the Buyer shall provide the facilities reasonably desired by those employees free of charge.

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Article 6: Amendment of the Agreement

  1. If it appears during the execution of the Agreement that for proper execution it is necessary to change and/or supplement the work to be performed, the Parties will adjust the Agreement accordingly in a timely manner and in mutual consultation.
  2. If the Parties agree that the Agreement is changed and/or supplemented, the time of completion of the execution may be affected. Verpas B.V. will inform the Buyer of this as soon as possible.
  3. If the change and/or supplement to the Agreement has financial and/or qualitative consequences, Verpas B.V. will inform the Buyer about this in advance.
  4. If a fixed rate has been agreed upon, Verpas B.V. will indicate to what extent the change or supplement to the Agreement results in an exceeding of this fixed rate.

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Article 7: Prices

  1. The prices used by Verpas B.V. are exclusive of VAT, exclusive of any other levies or costs to be incurred in the context of the Agreement, including shipping and administrative costs (with the exception of packaging costs), unless otherwise indicated.
  2. If Verpas B.V. has agreed on a fixed sales price with the Buyer, Verpas B.V. is nevertheless entitled to increase the price in the cases mentioned below.
  3. Verpas B.V. may pass on price increases if Verpas B.V. can demonstrate that significant price changes occurred between the time of offer/quotation and execution of the Agreement regarding, for example, exchange rates, wages, raw materials, semi-finished products, or packaging material. Such a change in price does not entitle the Buyer to dissolve the Agreement. Every invoice issued by Verpas B.V. will be prepared based on the changed prices.
  4. If the price increase exceeds 10%, the Buyer is however entitled to dissolve the Agreement, unless this price increase is the result of a change in the Agreement or arises from a power thereto under the Law.

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Article 8: Payment

  1. Payment must be made within 30 days after the invoice date, in a manner to be indicated by Verpas B.V. in the currency in which the invoice was made. Objections to the amount of the invoices do not suspend the payment obligation. Furthermore, the Buyer is not entitled to any discount or compensation, by whatever name, unless this is permitted in writing by Verpas B.V. All costs associated with the payment, including bank charges and exchange costs, shall be borne entirely by the Buyer.
  2. If the Buyer remains in default of payment within the period of 30 days after the invoice date, the Buyer is in default by operation of law. The Buyer is then liable for interest equal to the statutory interest increased by 2%. The interest on the due amount will be calculated from the moment the Buyer is in default until the moment of payment of the full amount.
  3. In case of liquidation, bankruptcy, seizure, or suspension of payment of the Buyer, the claims of Verpas B.V. on the Buyer are immediately due and payable.
  4. Verpas B.V. has the right to let the payments made by the Buyer serve in the first place to reduce the costs, then to reduce the interest due, and finally to reduce the principal sum and the current interest. Verpas B.V. can, without thereby coming into default, refuse an offer for payment if the Buyer designates a different order for the allocation. Verpas B.V. can furthermore refuse full payment of the principal sum if the interest due and current interest as well as the costs are not also paid.
  5. If the Buyer is in default or omission in the (timely) fulfillment of his/her obligations, then all reasonable costs to obtain fulfillment out of court shall be borne by the Buyer. In any case, in the event of a monetary claim, the Buyer is liable for collection costs. The collection costs are calculated in accordance with the collection rate as advised by the Dutch Bar Association in collection cases.
  6. If Verpas B.V. has incurred higher costs, which were reasonably necessary, these also qualify for compensation. Any reasonable judicial and execution costs incurred shall also be borne by the Buyer.

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Article 9: Delivery

  1. Delivery is made 'Ex Works' (Incoterms 2020) from the warehouse of Verpas B.V. unless otherwise agreed in writing
  2. The risk of loss or damage to the products that are the subject of the Agreement passes to the Buyer at the moment they are legally and/or factually delivered to the Buyer and thereby brought under the control of the Buyer or a third party designated by the Buyer.
  3. Verpas B.V. will ensure such packaging and security of the items to be delivered that they reach their destination in good condition during normal transport.
  4. The Buyer is obliged to take delivery of the items at the moment Verpas B.V. delivers them or has them delivered to the Buyer, or at the moment they are made available to the Buyer according to the Agreement.
  5. If the Buyer refuses delivery or is negligent in providing information or instructions necessary for delivery, Verpas B.V. is entitled to store the items at the expense and risk of the Buyer.
  6. If the items are delivered, Verpas B.V. is entitled to charge any delivery costs. These will then be invoiced separately.
  7. When Verpas B.V. has made pallets, packing cases, crates, containers, etc. available to the Buyer for the packaging and/or transport of the items, or has had them made available by a third party — whether or not against payment of a deposit or guarantee — the Buyer is obliged (unless it concerns one-way packaging) to return these packaging and/or loading materials at his own expense to the address specified by Verpas B.V.
  8. If Verpas B.V. requires data from the Buyer in the context of the execution of the Agreement, the delivery time starts after the Buyer has made these available to Verpas B.V.
  9. If Verpas B.V. has specified a term for delivery, this is indicative. A stated delivery time is therefore never a strict deadline. If a term is exceeded, the Buyer must give Verpas B.V. a written notice of default.
  10. Verpas B.V. is entitled to deliver the items in parts, unless this has been deviated from by Agreement or the partial delivery has no independent value. Verpas B.V. is entitled to invoice the items delivered in this way separately.
  11. If it has been agreed that the Agreement will be executed in phases, Verpas B.V. may suspend the execution of those parts belonging to a subsequent phase until the Buyer has approved the results of the preceding phase in writing.

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Article 10: Inspection and Complaints

  1. The Buyer is held to examine the delivered items at the moment of delivery, but in any case within the shortest possible term. In doing so, the Buyer should examine whether the quality and quantity of the delivered items correspond with what was agreed, or at least meet the requirements that apply in normal (trade) traffic.
  2. Any visible defects should be reported in writing to Verpas B.V. within 10 days after delivery. Non-visible defects should be reported within 3 weeks after discovery, but at the latest within 2 months after delivery.
  3. If a complaint is made in a timely manner according to the previous paragraph of this article, the Buyer remains obliged to take delivery of and pay for the purchased items. If the Buyer wishes to return defective items, this shall be done with the prior written consent of Verpas B.V. in the manner indicated by Verpas B.V.

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Article 11: Warranty

  1. Verpas B.V. guarantees that the items to be delivered meet the usual requirements and standards that can be set for them and are free of any defects whatsoever.
  2. The warranty mentioned in the previous paragraph of this article also applies if the items to be delivered are intended for use abroad and the Buyer has expressly reported this use in writing to Verpas B.V. at the time of entering into the Agreement.
  3. The warranty mentioned under 1. of this article applies for a period of 2 months after delivery of the items.
  4. If the items to be delivered do not comply with these warranties, Verpas B.V. will, at the choice of Verpas B.V., replace the item or ensure repair within a reasonable term after receipt thereof or, if returning is reasonably not possible, after written notification regarding the defect by the Buyer. In case of replacement, the Buyer already now undertakes to return the replaced item to Verpas B.V. and to provide the ownership to Verpas B.V.
  5. If the warranty provided by Verpas B.V. concerns an item produced by a third party, the warranty is limited to that provided by the producer of the item.
  6. The warranty mentioned in this article does not apply if:
    1. the defect arose as a result of incompetent or improper use, or
    2. the Buyer or third parties have made or tried to make changes to the item without the written consent of Verpas B.V., or have used it for purposes for which the item is not intended;
    3. the Buyer does not or has not strictly fulfilled his/her payment obligations towards Verpas B.V., but the warranty revives after full payment;
    4. the Buyer uses the items in violation of the provided instructions for use or otherwise makes an error during use, such as not using the items according to the purpose given to them by Verpas B.V.

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Article 12: Liability

  1. If items delivered by Verpas B.V. are defective, the liability of Verpas B.V. towards the Buyer is limited to what is regulated in these general terms and conditions in Article 11 under "Warranty".
  2. If Verpas B.V. is liable for direct damage, then that liability is limited to a maximum of the amount of the payment to be provided by the insurer of Verpas B.V., at least to a maximum of the invoice amount (excluding VAT), or that part of the Agreement to which the liability relates.
  3. Direct damage is exclusively understood as:
    1. the reasonable costs to determine the cause and scope of the damage, insofar as the determination relates to damage in the sense of these general terms and conditions;
    2. reasonable costs incurred to prevent or limit damage, insofar as the Buyer demonstrates that these costs led to the limitation of direct damage as referred to in these general terms and conditions.
  4. Verpas B.V. is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation.
  5. The limitations of liability for direct damage included in these general terms and conditions do not apply if the damage is due to intent or gross negligence of Verpas B.V. or its subordinates.

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Article 13: Suspension or Dissolution

  1. Verpas B.V. is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if:
    1. the Buyer does not (timely) or not fully fulfill the obligations from the Agreement, or
    2. after concluding the Agreement, circumstances come to the knowledge of Verpas B.V. that give good reason to fear that the Buyer will not fulfill the obligations. In case there is good reason to fear that the Buyer will only partially or not properly fulfill the obligations, the suspension is only permitted insofar as the shortcoming justifies it, or
    3. the Buyer was requested at the conclusion of the Agreement to provide security for the fulfillment of his/her obligations from the Agreement and this security is not provided or is insufficient. As soon as security has been provided, the power to suspend lapses, unless this fulfillment has been unreasonably delayed as a result, or
    4. the Buyer is declared bankrupt, or a request thereto has been submitted, applies for or has applied for suspension of payment, or when the Buyer is in — provisional — suspension of payment, or
    5. a seizure is placed on the whole or part of the property of the Buyer, or
    6. the Buyer is dissolved or liquidated, or
    7. the Buyer proceeds to strike or has already done so, or
    8. the company or an important part thereof of the Buyer is transferred, including the contribution of its/his company into a company to be established or an existing company.
  2. Furthermore, Verpas B.V. is authorized to (have) dissolve(d) the Agreement if circumstances occur which are of such a nature that fulfillment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances occur which are of such a nature that unchanged maintenance of the Agreement cannot reasonably be expected.
  3. If the Agreement is dissolved, the claims of Verpas B.V. on the Buyer are immediately due and payable. If Verpas B.V. suspends the fulfillment of the obligations, it retains its claims from the Law and/or the Agreement.
  4. Verpas B.V. always retains the right to claim compensation for damages.

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Article 14: Indemnifications

  1. The Buyer indemnifies Verpas B.V. against any claims from third parties who suffer damage in connection with the execution of the Agreement and which is attributable to the Buyer.
  2. The Buyer indemnifies Verpas B.V. against claims from third parties regarding intellectual property rights on materials or data provided by the Buyer, which are used in the execution of the Agreement.
  3. If a third party, on the grounds of any alleged right as referred to in the previous paragraph of this article, objects to the manufacture and/or delivery, Verpas B.V. is entitled without further ado to immediately cease the manufacture and/or delivery and to demand compensation for costs incurred, without prejudice to the claims of Verpas B.V. for any further compensation for damages against the Buyer, without Verpas B.V. itself being held to any compensation for damages towards the Buyer.
  4. If the Buyer provides information carriers, electronic files, or software, etc., to Verpas B.V., the Buyer guarantees that these information carriers, electronic files, or software, etc., are free of viruses and defects.

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Article 15: Force Majeure

  1. Parties are not held to fulfill any obligation if they are hindered from doing so as a result of a circumstance that is not due to fault, and which is not for their account under the law, a legal act, or prevailing views in society.
  2. Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which Verpas B.V. cannot exercise influence, but which prevent Verpas B.V. from fulfilling its obligations. Strikes in the company of Verpas B.V. are included therein.
  3. Verpas B.V. also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Verpas B.V. should have fulfilled its obligation.
  4. Parties can suspend the obligations from the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the Parties is entitled to dissolve the Agreement, without obligation to compensate damage to the other party.
  5. Insofar as Verpas B.V. has already partially fulfilled its obligations from the Agreement at the time of the occurrence of force majeure or will be able to fulfill them, and independent value is attributed to the fulfilled or to be fulfilled part, Verpas B.V. is entitled to invoice the already fulfilled or to be fulfilled part separately. The Buyer is held to pay this invoice as if it were a separate Agreement.

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Article 16: Retention of Title and Transfer

  1. All items to be delivered and delivered by Verpas B.V. to the Buyer remain the property of Verpas B.V. until the Buyer has fulfilled all its obligations towards Verpas B.V. regarding the respective, the previous, and subsequent similar deliveries, regarding additional work performed or to be performed by Verpas B.V., as well as regarding the claims of Verpas B.V. on the Buyer due to failure by the Buyer in the fulfillment of its obligations towards Verpas B.V.
  2. The Buyer is obliged to immediately notify Verpas B.V. of claims or attempts by third parties to obtain control over the items that are the property of Verpas B.V. or to seek recovery therefrom. The Buyer is held to do everything on its part to protect the property rights of Verpas B.V.
  3. In case of non-fulfillment by the Buyer of its obligations mentioned in this article, Verpas B.V. is entitled, after notice of default but without judicial intervention being required, to take back the items which are still the property of Verpas B.V. based on the retention of title or otherwise.
  4. The Buyer is held to point out to Verpas B.V. the place where the items are located, to identify the items as property of Verpas B.V., and already now grants Verpas B.V. permission to have the respective grounds and buildings entered in order to take back the items.
  5. If the delivered items are located outside the Netherlands and the laws of the respective country offer more extensive possibilities for retention of title or similar security rights than stipulated above, these more extensive possibilities shall be deemed to have been agreed between the parties.

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Article 17: Intellectual and/or Industrial Property Rights

  1. Notwithstanding the other provisions in these general terms and conditions, Verpas B.V. reserves all intellectual and/or industrial property rights (including copyrights) and powers that Verpas B.V. is entitled to based on the Law.
  2. The Buyer is not allowed to make changes to the items, unless it follows from the nature of the delivered items otherwise or it has been agreed otherwise in writing.
  3. The designs, sketches, drawings, films, software, and other materials or (electronic) files potentially created by Verpas B.V. in the context of the agreement remain the property of Verpas B.V., regardless of whether these have been handed over to the Buyer or to third parties, unless otherwise agreed.
  4. All documents potentially provided by Verpas B.V., such as designs, sketches, drawings, films, software, (electronic) files, etc., are exclusively intended to be used by the Buyer and may not be reproduced, made public, or brought to the knowledge of third parties without the prior consent of Verpas B.V., unless it follows otherwise from the nature of the provided documents.
  5. Verpas B.V. retains the right to use any knowledge increased by the execution of the work for other purposes, insofar as no confidential information is brought to the knowledge of third parties.

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Article 18: Return of Provided Items

  1. If Verpas B.V. has made items available to the Buyer during the execution of the Agreement, the Buyer is held to return the items delivered in this way in their original state, free of defects, and complete within 14 days. If the Buyer does not fulfill this obligation, all resulting costs shall be for his/her account.
  2. If the Buyer, for whatever reason, after a demand to that effect, still remains in default with the obligation mentioned under 1. of this article, Verpas B.V. has the right to recover the resulting damage and costs, including the costs of replacement, from the Buyer.

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Article 19: Trade Economic Sanctions

  1. It may be prohibited for Verpas B.V. to conclude a trade or purchase agreement with the Buyer. There are national and international (sanction) rules from which this follows. The agreement is not concluded if the Buyer or another interested party appears on a national or international sanction list. If Verpas B.V. concludes that it is prohibited to enter into an agreement with the Buyer or other interested party, the 'suspensive condition' mentioned below is in effect.
  2. The agreement is only concluded if it appears that it is permitted under the Sanctions Act 1977, financial services regulations, and the Money Laundering and Terrorist Financing Prevention Act (Wwft) for or on behalf of:
    1. The Buyer
    2. Third parties who could have an interest or benefit from the existence of the agreement
    3. Representatives and proxies of the Buyer's company
    4. Ultimate Beneficial Owners (UBO) of the Buyer's company
  3. If it appears after the conclusion of the agreement that the Buyer, other interested parties, or the goods included in the agreement (nonetheless) appear on a national or international sanction list, the following applies:
    1. Verpas B.V. will not proceed with the execution of the agreement and will not deliver goods in which trading is prohibited based on national and international regulations
    2. Verpas B.V. will unilaterally dissolve the agreement
  4. The Buyer is expressly forbidden to deliver the goods provided from the agreement through to sanctioned parties or countries.
  5. Payments by the Buyer to Verpas must take place from the Buyer's bank account, whereby the bank account, the account holder, and/or bank is not in violation of the Sanctions Act 1977, financial services regulations, and the Money Laundering and Terrorist Financing Prevention Act (Wwft).

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Article 20: Applicable Law and Competent Judge

  1. Exclusive Dutch law applies to these general terms and conditions and to all agreements and obligations to which they apply. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
  2. All disputes concerning the formation and/or execution of the general terms and conditions and agreements mentioned in paragraph 1 will, insofar as the legal provisions allow, at the choice of Verpas B.V., be decided by either the competent judge in 's-Hertogenbosch or the subdistrict court judge in Eindhoven.
  3. Parties will only appeal to the judge after they have made every effort to settle a dispute in mutual consultation.
  4. The text of the general terms and conditions is available in the Dutch, English, German, and French languages. Should any discrepancy exist between the different language versions, the Dutch version of the general terms and conditions shall prevail at all times, with the exception of the provisions in Article 16 insofar as they relate to items located outside the Netherlands.

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Article 21: Moulds

  1. Injection moulds are charged to the Buyer at 80% of the cost price. The injection moulds remain the property of Verpas B.V.. The Buyer has the exclusive right to the products manufactured with the respective moulds. Only with the express permission of the Buyer is Verpas B.V. allowed to produce products with the respective mould for third parties and deliver them to them. The Buyer is entitled to acquire ownership of the injection mould against payment of the full cost price. The Buyer is held to pay the amount owed to Verpas B.V. regarding the injection mould by paying 50% thereof upon giving the order to manufacture the mould and 50% upon approval of the manufactured sample, but at the latest within 3 months after delivery of that first sample. Article 8 paragraph 1 does not apply. If the Buyer wishes to acquire ownership of the injection mould according to the provisions in this paragraph, the ownership first passes to it at the moment it has fulfilled all that is owed to Verpas B.V. regarding the injection mould.
  2. The cost price of rotational moulds is fully charged to the Buyer. The rotational moulds nevertheless remain the property of Verpas B.V., and Verpas B.V. has the right to deliver products manufactured with the help of this mould to third parties. The amount owed by the Buyer to Verpas B.V. regarding the mould must be paid by the Buyer upon delivery of the first products or samples from that mould.

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These general terms and conditions were last amended on February 24, 2026. In the event of any discrepancy, the Dutch version shall prevail.