General Terms and Conditions

Article 1 - General

1.1 These general terms and conditions apply to all offers, written quotations, proposals, work in the broadest sense of the word, and to all (supplementary) agreements of GD Automation (hereinafter: Contractor), as well as to assignments and agreements related to or resulting from previously concluded agreements between Contractor and a Client. In these terms and conditions, the following definitions apply:

• a) GD Automation: the user of these general terms and conditions.
• b) Client: any natural person or legal entity who enters into an agreement with Contractor.
• c) Agreement: any arrangement between Contractor and Client concerning the provision of services, such as programming, testing, and implementing welding robot software, as well as related deliveries, consultancy, and maintenance.
• d) Quotation: any written offer from Contractor to enter into an agreement.
• e) Services: all work provided by Contractor, such as programming, testing, installation, commissioning, modification, maintenance, and support of software for industrial robotic systems.
• f) Documentation: all written or digital information related to the use, management, or maintenance of the delivered software.

1.2 Additional and/or deviating terms and conditions—including purchase terms—of the Client do not form part of the agreement, are explicitly rejected, and are not binding on the Contractor, unless Contractor has explicitly accepted such terms in writing, in whole or in part.

1.3 Deviations from these general terms and conditions are only binding if and insofar as they have been expressly agreed in writing and solely for the offers, quotations, work, and (supplementary) agreements to which they apply. Such written arrangements then take precedence over the relevant provisions of these general terms and conditions. For all other provisions, as well as offers, quotations, work, and (supplementary) agreements, these general terms and conditions remain fully in effect.

Article 2 - Formation, amendment, and execution

2.1 All offers and/or written quotations from Contractor are non-binding and may be revoked at any time by Contractor, unless expressly agreed otherwise in writing. Offers and/or written quotations are never valid for more than 30 days from the date of issue.

2.2 The agreement is concluded as soon as the Client has accepted the quotation in writing or by email. The order confirmation is deemed to represent the agreement correctly and completely. Additional arrangements and/or changes are only binding if confirmed in writing by Contractor. Agreements for which no quotation or order confirmation is issued are deemed concluded when Contractor has started executing the work. In such cases, the invoice sent by Contractor is deemed to represent the agreement correctly and completely.

2.3 Cancellation of an assignment by the Client is generally not possible. If the Client nevertheless cancels an assignment wholly or partly, the Client is obliged to compensate Contractor for all reasonably incurred costs (including preparation, storage, commission, etc.), without prejudice to Contractor's right to compensation for loss of profit and other damages.

2.4 Amendments at the request of the Client are only allowed up to twelve working days before the agreed delivery date. If such amendments result in additional costs, these are borne by the Client without prior approval being required.

2.5 If circumstances arise after the conclusion of the agreement that make fulfillment more difficult or costly than expected, Contractor is entitled to suspend performance or terminate the agreement without being liable for damages. If Contractor terminates the agreement, the Client must compensate for the work already performed.

2.6 If the Client is declared bankrupt, applies for suspension of payments, or liquidates the business, Contractor has the right to terminate the agreement immediately without notice, unless the Client has provided sufficient security for payment.

2.7 The risk of delivered goods passes to the Client at the time of delivery.

2.8 The delivery period starts on the day the agreement is concluded, provided Contractor has received all necessary information. Delivery periods are never final deadlines unless expressly agreed otherwise. If delivery is delayed, the Client must notify Contractor in writing and grant a reasonable period for performance. Contractor is not liable for damages arising from exceeding the delivery period.

Article 3 - Work, additional work, and Client cooperation

3.1 The work shall be deemed to be carried out under normal working conditions and during the normal working hours of the Contractor. If the work must be performed wholly or partly outside the normal working hours, the Client shall be obliged to pay the surcharge previously communicated by the Contractor, unless expressly agreed otherwise in writing.

3.2 The Client is responsible for timely and proper provision of all data and documents needed for proper and timely execution of the assignment.

3.3 The Client must promptly inform Contractor of all facts and circumstances relevant to proper execution of the assignment.

3.4 Unless the nature of the assignment indicates otherwise, the Client is responsible for the accuracy, completeness, and reliability of the data and documents provided, even if originating from third parties.

3.5 Additional costs and fees resulting from delays caused by missing, late, or incorrect data, documents, or facilities are for the Client's account and will be fully charged by Contractor.

3.6 Contractor may perform and charge for additional work, provided the Client has given prior consent. However, if Contractor is obliged by law or duty of care to perform additional work, Contractor may charge the Client even without prior explicit consent.

3.7 Contractor keeps a work file for each assignment, containing copies of relevant documents. This file remains the property of Contractor.

Article 4 - Payment

4.1 The Client must pay Contractor's invoices within 14 days of the invoice date, without deduction, discount, or setoff, in the currency stated on the invoice. Payment must be made by transfer to a bank account designated by Contractor. Objections to invoice amounts do not suspend the payment obligation.

4.2 If the Client exceeds the payment period, the Client is in default by operation of law after Contractor has sent a reminder allowing a reasonable period for payment. From the due date until full payment, statutory commercial interest is owed. All collection costs, judicial and extrajudicial, are borne by the Client. Extrajudicial costs are at least 15% of the principal and interest, without prejudice to Contractor's right to claim higher actual costs. Judicial costs include all actual legal costs incurred by Contractor, including attorney's fees, even if exceeding statutory scales.

4.3 If Contractor believes the Client's financial position and/or payment behavior warrants it, Contractor may require (additional) security or advance payment. If the Client fails to provide this, Contractor may suspend or terminate the assignment, without prejudice to Contractor's other rights. All amounts owed by the Client to Contractor become immediately due.

4.4 For joint assignments, all Clients are jointly and severally liable for payment of the full invoice amount. Contractor reserves the right to claim the full invoice from any one of them.

Article 5 - Complaints and Warranty

5.1 The Client must submit any complaints in writing within 30 days of the dispatch date of the documents or information to which the complaint relates, it being understood that a complaint can under no circumstances be submitted later than 30 days after the date of delivery (warranty period).

5.2 Complaints do not suspend the Client's payment obligation. Complaints regarding one service do not entitle the Client to withhold payment for other services.

5.3 In the case of a justified complaint, the Client may choose between an adjustment of the invoiced fee, free correction or re-performance, or partial termination of the assignment with proportional refund.

5.4 Contractor guarantees the soundness of delivered products and quality of materials used under normal use during the warranty period, excluding visible defects.

5.5 Defects caused by failure to observe instructions, normal wear, third-party installation/alteration, government regulations, or Client-supplied materials are excluded from warranty.

5.6 If the Client fails to meet obligations, Contractor is not bound by any warranty. If the Client carries out disassembly, repairs, or other work without Contractor's written consent, any warranty claim is void.

5.7 Returns are only possible with prior written consent of Contractor under conditions determined by Contractor.

Article 6 - Liability

6.1 Contractor is only liable for fulfilling the warranty obligations specified in Article 5.

6.2 Contractor is not liable except in cases of intent or gross negligence, or where invoking exclusion of liability would be unacceptable.

6.3 If Contractor is liable, liability is limited to direct damage and a maximum of €15,000, unless the insurer pays more. A series of related events is considered a single event.

6.4 Contractor is not liable for indirect damage and other cases listed in this article. Notification of damage to Contractor is a condition for any right to compensation.

6.5 Contractor will perform work to the best of its ability. Contractor is not liable for damage caused by incorrect or incomplete information from the Client. In cases of gross negligence or intent, liability is limited to what is stated in Article 5.

6.6 For consultancy assignments, Contractor's liability is limited to the received fee, and for assignments longer than 6 months, to the fees received over the last 6 months.

6.7 Client indemnifies Contractor against claims from third parties for damage caused by incorrect or incomplete information from the Client, unless Client proves otherwise or unless caused by Contractor's intent/gross negligence.

Article 7 - Retention of Title

7.1 Contractor retains ownership of all delivered goods, including drawings and advice, until the Client has fully met all payment obligations under the agreement. At Contractor's request, Client must establish a non-possessory pledge on delivered goods as security for all existing and future claims. Until full payment, Client may not pledge or transfer the goods without Contractor's written consent.

7.2 By deviation, all intellectual property rights on software developed or supplied by Contractor, including but not limited to source code, object code, documentation, designs, and other materials, remain with Contractor unless explicitly agreed otherwise in writing. These rights are never transferred to Client, regardless of payment obligations.

7.3 The Client may use or sell goods in the normal course of business, but until fully paid, all rights vis-à-vis its customers are transferred to Contractor. The Client assigns these rights to Contractor in advance, and Contractor accepts such transfer. The Client must cooperate with any further acts required for this transfer.

7.4 Contractor has the right to access delivered goods if necessary. The Client must allow Contractor to exercise retention of title and repossess the goods, including disassembly if necessary, at the Client's expense, without summons or judicial intervention.

Article 8 - Delivery Period

8.1 If the Client owes an advance payment or must supply information/materials, the period for completion only starts after full payment has been received or materials/information provided.

8.2 Deadlines for completion are only final deadlines if expressly agreed in writing. The duration depends on factors such as quality of information provided and cooperation by the Client.

8.3 Unless performance is permanently impossible, the Client may not terminate due to delay unless Contractor also fails to perform within a reasonable period after being given written notice. Termination is then possible under Article 6:265 of the Dutch Civil Code.

Article 9 - Termination

9.1 Both Client and Contractor may terminate the agreement (including interim termination) with reasonable notice, unless unreasonable.

9.2 Either party may terminate by registered letter without notice period if the other party is insolvent, a curator or administrator is appointed, debt restructuring is applied, business is ceased, or if immediate termination is justified.

9.3 If the Client goes bankrupt, applies for suspension of payment, ceases business, applies for debt restructuring, offers a settlement to creditors, or if assets are seized, Contractor may terminate without notice.

9.4 Upon termination, both parties must immediately return all goods, items, and documents belonging to the other party.

Article 10 - Force Majeure

10.1 During force majeure, Contractor's obligations are suspended. If force majeure lasts longer than two months, Contractor may terminate without judicial intervention. No damages are due in that case.

10.2 Force majeure includes all circumstances beyond Contractor's control preventing (timely) performance, not attributable to Contractor under law or common practice.

10.3 If Contractor has already partly fulfilled obligations at the time force majeure occurs, the Client must pay proportionally for the completed part.

10.4 Contractor may also invoke force majeure if the non-attributable failure occurs after Contractor should have performed.

Article 11 - Applicable Law and Jurisdiction

11.1 All agreements between Client and Contractor are governed by Dutch law.

11.2 Unless expressly agreed otherwise in writing, all disputes related to agreements between Client and Contractor will be settled by the competent court in the district where GD Automation is established. This applies to both domestic and foreign parties.