GENERAL DELIVERY TERMS AND CONDITIONS DR GRAPHICS B.V.

DR Graphics B.V. is an independent manufacturer and supplier of products and services for the printing industry. The product range includes (pressure) water treatment, air humidification, mixing and dosing equipment for printing inks, and a wide range of materials and parts/supplies for printing press and finishing.

Article 1. Definitions

In these general terms and conditions ("Terms and Conditions"), the following definitions shall apply:

DR Graphics: DR Graphics bv, its legal successors under general title and all companies and enterprises affiliated with it or with these legal successors, hereinafter referred to as 'DR Graphics';

Order: any order from Client, in whatever form;

Client: any natural or legal person who negotiates the conclusion of an agreement with DR Graphics or with whom DR Graphics concludes an agreement;

Agreement: any Agreement that is concluded between DR Graphics and Client, any amendment or addition thereto, as well as all (legal) acts in preparation for and for the implementation of that Agreement;

Products: all items that are the subject of an Agreement;

Services: all services performed by DR Graphics for Client.

Article 2. Applicability

2.1. These Terms and Conditions form part of every Agreement between DR Graphics and Client and apply to all related acts and legal acts of DR Graphics and Client.
2.2. The applicability of any general or specific terms and conditions or stipulations of Client is expressly rejected by DR Graphics.
2.3. Deviations from or additions to the Terms and Conditions only apply if DR Graphics has agreed to them in writing, and only relate to the relevant Agreement.
2.4 If any provision of these Terms and Conditions would be null and void, annulled or non-binding, the other provisions of these Terms and Conditions shall nevertheless remain in force. In that case, Parties will agree on what is effective for that specific case to which the disputed provision relates, whereby the same scope as the former provision will be used as much as possible.

Article 3. Price

3.1. Unless otherwise agreed, all prices quoted are expressed in Euros excluding turnover tax (VAT) and other levies and/or taxes. Also excluded are the costs of packaging and shipping, import and export duties and excise duties, as well as any related levies and taxes. These are therefore borne by Client.
3.2. The prices are based on the circumstances applicable to DR Graphics at the time of the conclusion of the Agreement, such as exchange rates, purchase prices, freight rates, import and export duties, excise duties, levies and taxes that are levied directly or indirectly on Client or
charged to Client by third parties. If these circumstances change after the conclusion of the Agreement but before delivery, DR Graphics has the right to pass on the resulting costs to Client from 3 months after the conclusion of the agreement.
3.3 A separate breakdown service rate is charged for repair/assembly work that falls outside the warranty provided by DR Graphics. This rate will be announced before the work begins.

Article 4. Offer and conclusion of the Agreement

4.1. A quote or (price) statement is not binding on DR Graphics and only serves as an invitation to place an Order.
4.2. An Agreement is only concluded if and insofar as DR Graphics accepts an Order in writing or by e-mail or if DR Graphics carries out an Order.
4.3. All statements by DR Graphics of dimensions, colour and/or other indications of the Products have been made with due care. However, DR Graphics cannot guarantee that no deviations will occur in this regard. Samples, drawings, calculations or models shown or provided are only indications of the Products concerned.

Article 5. Changes to the Order

5.1. If changes are made to the original Order at the request of Client, the additional costs associated with this will be borne by Client.
5.2. If the changes referred to in paragraph 1 of this article result in the originally agreed delivery term being exceeded, this exceeding will be at the expense and risk of Client.

Article 6. Payment

6.1. Client will pay the amounts charged to DR Graphics within 30 days of the invoice date. Delivery takes place after full payment, unless otherwise agreed.
6.2. Client is not entitled to set off. Furthermore, Client does not have the right to suspend any payment obligation towards DR Graphics, other than agreed in Article 10 of these terms and conditions.
6.3. Payments must be made in euros by transfer to the bank account indicated by DR Graphics.
6.4. Client is in default by the mere expiry of a payment term. In that case, all claims, for whatever reason, of DR Graphics against Client are immediately due and payable.
6.5. Without further notice of default, Client owes interest from that day on all amounts that have not been paid at the latest on the last day of the payment term, equal to the statutory commercial interest applicable in the Netherlands at that time. The interest on the amount due and payable will be calculated from the moment that Client is in default until the moment of payment of the full amount owed.
6.6. In the event of late payment as referred to in paragraph 1 of this article, in addition to the amount owed and the interest owed thereon, Client is obliged to pay all extrajudicial collection costs, which costs are hereby determined in advance by Parties at 15% of the outstanding claim with a minimum of € 150. DR Graphics reserves the right to claim the actual extrajudicial costs if they exceed 15% of the outstanding claim or € 150.
6.7. If Client is in default with the payment of any invoice, all other outstanding invoices are also immediately due and payable, without further notice of default being required.

Article 7. Retention of title

7.1. All Products delivered remain the property of DR Graphics until such time as Client has fulfilled all obligations arising from or in connection with an Order(s), including claims in respect of fines, interest and costs. Until that time, Client is obliged to keep the Products
delivered by DR Graphics separate from other items and clearly identified as DR Graphics property and to properly insure them and keep them insured.
7.2. Before the ownership of the Products has been transferred to Client, Client is not entitled to rent out or give the Products for use to third parties, to pledge or otherwise encumber them.
7.3. If and as long as DR Graphics is the owner of the Products, Client will immediately inform DR Graphics if the Products are (threatened to be) seized or if any other claim is made on (any part of) the Products. In addition, Client will inform DR Graphics at the first request of DR Graphics where the Products owned by DR Graphics are located.
7.4. In the event of seizure, (provisional) suspension of payments or bankruptcy, Client will immediately point out the (property) rights of DR Graphics to the seizing bailiff, the administrator or the trustee. Client must do everything in its power to ensure that a seizure of the Products is lifted as soon as possible and to compensate DR Graphics bv for the damage resulting therefrom.
7.5 In the event that DR Graphics wishes to exercise its property rights referred to in this article, Client gives unconditional and irrevocable permission in advance to DR Graphics and third parties to be designated by DR Graphics to enter all those places where the property of DR Graphics is located and to repossess those goods.

Article 8. Delivery and risk

8.1. If transport by DR Graphics of the Products to be delivered has been agreed, this will be at the expense of Client, unless carriage-paid delivery has been agreed. Client always bears the risk during transport.
8.2. If the conditions referred to in the previous paragraph have not been agreed, the delivery and the transfer of risk of the Products will always take place at the place and time at which the Products are ready for collection by Client.
8.3. DR Graphics will inform Client of the time and place where the Products can be collected or delivered.
8.4. Client is in default without notice of default if it does not collect the Products or Services to be delivered at the agreed time or, if delivery to its address has been agreed, refuses to take receipt of the Products or Services. In that case, DR Graphics is entitled to store the Products at the expense and risk of Client or to sell them to a third party. Client will continue to owe the purchase price, plus interest and costs (by way of compensation), however, where appropriate, this amount is reduced by the net proceeds of the sale to that third party.
8.5. In principle, the risk of loss, damage or depreciation transfers to Client at the moment when the Products come under the control of Client, subject to the provisions of Article 8.1.
8.6. DR Graphics is entitled to execute the Order in different phases, to deliver the Products in different parts at different times and to invoice the part thus executed separately.

Article 9. Delivery period

9.1. A delivery term specified by DR Graphics is based on the circumstances applicable to DR Graphics at the time of the conclusion of the Agreement and, insofar as dependent on the performance of third parties, on the data provided by those third parties to DR Graphics. This delivery term will be observed by DR Graphics as much as possible.
9.2. In the performance of the Agreement, Client is obliged by DR Graphics to do all that is reasonably necessary or desirable to enable timely delivery.
9.3. In the event of non-compliance by Client with the provisions of the previous paragraph, DR Graphics cannot be held to the agreed delivery period and Client will be in default, without prior notice of default. DR Graphics then has the powers described in Article 8.4.
9.4. If the delivery term is exceeded, Client is not entitled to any compensation in this regard. Nor does Client, in that case, have the right to dissolve the Agreement, unless the exceeding is such that Client cannot reasonably be required to maintain the relevant part of the Agreement.
9.5 The delivery time specified by DR Graphics in the context of an Order is always an indication and therefore never counts as a strict deadline. Exceeding the agreed delivery time does not give any right to compensation under any circumstances.
9.6 The delivery time specified by DR Graphics commences when an agreement has been reached on all (technical) details, all data and information necessary for the performance of the obligations are in the possession of DR Graphics and all necessary conditions for the implementation of the Order have been fulfilled.
9.7 When determining the delivery time, DR Graphics may assume that it can perform its obligations arising from the Order under the circumstances as they were at the time of the conclusion of the Order.
9.8 In the event of circumstances other than those known to DR Graphics at the time of concluding the Order, DR Graphics may extend the delivery time by the time necessary to carry out the Order under the changed circumstances.

Article 10. Inspection and Claims

10.1. Client is obliged to inspect the Products carefully or have them inspected immediately after delivery in accordance with Article 8 of these terms and conditions or by a third party acting on its behalf. Complaints must be reported to DR Graphics in writing no later than 14 days after the arrival of the Products. Any non-visible defects must be reported to DR Graphics in writing immediately, but in any case no later than fourteen days after discovery. If a defect is reported later, Client is no longer entitled to repair, replacement or compensation.
10.2. After the discovery of any defect, Client is obliged to immediately discontinue the use, adjustment, processing and/or installation of the Products concerned and furthermore to do everything reasonably possible to prevent (further) damage.
10.3. Client will provide all necessary cooperation for the investigation of the complaint, including by giving DR Graphics the opportunity to conduct an investigation into the circumstances of the use, processing, processing and/or installation.
10.4. If Client does not cooperate or if an investigation is not (or no longer) possible in any other way, the complaint will not be processed. In that case, Client is not entitled to any compensation for damage.
10.5. If Client makes a timely, correct and justified complaint about defects in a Product, the liability arising from this for DR Graphics is limited to the liability referred to in Article 11.3. described obligations, with due observance of the other provisions in Article 11. If Client makes a timely complaint, this does not suspend its payment obligation. In that case, Client also remains obliged to purchase and pay for the ordered goods.
10.6. Client is not free to return the Products before DR Graphics has agreed to this. Only if a timely, correct and justified claim has been made will DR Graphics bear the reasonable costs of return.
10.7. In the event that Client files an unjust complaint, the costs incurred as a result of this complaint, including the investigation costs, will be borne by Client.

Article 11. Regulations, instructions and guarantees

11.1. The products delivered by DR Graphics comply with the Agreement and the usual requirements and standards that can reasonably be set and for which they are intended during normal use. In any case, normal use is understood to mean: use in accordance with all instructions given for the use of the Products, regular maintenance and warranty regulations
included in the Agreement, the Terms and Conditions, as well as in the warranty certificate and the user manual of the Producer and/or of DR Graphics. Failure to comply with these instructions and regulations will void all warranties given by DR Graphics. DR Graphics is then also not obliged to do what is described in Article 11.3, or to any other performance.
11.2. If DR Graphics delivers Products to Client, which DR Graphics has obtained from its supplier, DR Graphics is never obliged to provide a more extensive guarantee vis-à-vis Client than that which DR Graphics can claim from its suppliers/manufacturers. Furthermore, in addition to the instructions and regulations of DR Graphics, Clients must also adhere to the instructions and regulations of the supplier/manufacturer, insofar as these have been made known to Client. The products to be delivered by DR Graphics meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands.
11.3. Provided that a complaint has been submitted in time, correctly and in accordance with the provisions of Article 10, and it has been sufficiently demonstrated that the Products do not satisfy the requirements set out in Article 11.1, with due observance of the provisions therein regarding compliance with instructions and regulations, DR Graphics may choose either to supply new Products free of charge in exchange for the return of the Products which proved to be defective, or to repair the Products in question properly, or to grant Client a discount on the purchase price, to be determined by mutual agreement. By fulfilling one of the aforementioned performances, DR Graphics is fully discharged of its obligations.
11.4. When used outside the Netherlands, Client is obliged to verify whether the Products are suitable for use there and whether they meet the conditions, standards and requirements applicable there. DR Graphics is neither responsible nor liable for this.
11.5 Any form of warranty will lapse if a defect has arisen as a result of or arises from injudicious or improper use thereof, incorrect storage or maintenance thereof by Client and/or by third parties when, without the written permission of DR Graphics, Client or third parties have made changes or have attempted to make changes to the item, other items have been attached to it that should not be attached thereto, or if they have been processed or processed in a manner other than the prescribed one. Client is also not entitled to a warranty if the defect is caused by or is the result of circumstances beyond DR Graphics' control, including weather conditions (such as, but not limited to, extreme temperatures) et cetera.

Article 12. Intellectual property

12.1. DR Graphics reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. DR Graphics has the right to use the knowledge gained by the execution of an agreement for other purposes, unless otherwise agreed in writing with Client.
12.2. Client is not permitted to change or remove any brand or identification marks applied to the Products or their packaging, or to change or imitate the Products or any part thereof.
12.3. DR Graphics declares that to the best of its knowledge the Products do not infringe any applicable intellectual property rights of third parties. In the event of claims from third parties in respect of an infringement of such rights, DR Graphics may replace or change the relevant Product if necessary, or dissolve the Agreement in whole or in part. Client only has the right to dissolve the Agreement insofar as it cannot reasonably be expected to maintain the Agreement.
12.4. Client will immediately notify DR Graphics of any claim by a third party with regard to an infringement of intellectual property rights with regard to the Products. In the event of such a claim, only DR Graphics is authorised to put forward a defence (also on behalf of Client). Client will refrain from all such measures, insofar as this can reasonably be expected of him. In all cases, Client will cooperate with DR Graphics.

Article 13. Liability

13.1 The liability of DR Graphics, for whatever reason, will be limited to what is regulated in this article. DR Graphics is only liable for damage suffered by Client if this is the result of a shortcoming attributable to DR Graphics in the fulfilment of the Agreement or if the Product does not comply with the Agreement.
13.2 DR Graphics is not liable for damage caused by DR Graphics relying on incorrect and/or incomplete information provided by or on behalf of Client.
13.3 DR Graphics is furthermore never liable for any damage whatsoever if Client, or his subordinate, or any auxiliary person, or any third party, fails to observe or violates the instructions and guarantee regulations set out in the Agreement, the Terms and Conditions, or in the guarantee certificate and user manual.
13.4 In the event that DR Graphics should be liable for damage, this liability is limited to a maximum of the (invoice) value of the relevant Agreement. If the damage relates to a part of the Agreement, the damage is limited to a maximum of the (invoice) value of that part.
13.5. DR Graphics is never liable for a higher amount than the payment of its insurer and the damage is expressly limited to that amount.
13.6 DR Graphics is not liable for:
- financial loss, such as – but not limited to – trading loss, consequential loss, damage due to delay and loss of profit; and
- supervision damage, which includes, among other things, damage caused by or during the execution of the work to items that are being worked on or to items that are located in the vicinity of the place where the work is being carried out (Client must, if desired, properly act against this damage to ensure).
13.7 DR Graphics is only liable for direct damage. This includes the costs incurred to determine the cause and extent of the damage, as well as to repair it. Reasonable costs incurred to actually prevent direct damage are also eligible for compensation. All this with due observance of the other provisions of these general terms and conditions, including Article 13.3.
13.8. DR Graphics is not liable if the damage is due to intent or gross negligence on the part of Client or its managerial subordinates.
13.9. Client indemnifies DR Graphics against any claims from third parties who suffer damage in connection with the execution of the Agreement and the cause of which is attributable to others than DR Graphics.

Article 14. Force majeure

14.1. If DR Graphics cannot fulfil its obligations towards Client due to a non-attributable shortcoming (force majeure), the fulfilment of that obligation will be suspended for the duration of the force majeure situation.
14.2. Force majeure is understood to mean any external circumstance, foreseen or unforeseen, which DR Graphics cannot influence, as a result of which the performance of its obligations vis-à-vis Client is prevented in whole or in part or as a result of which the performance of its obligations cannot reasonably be required of DR Graphics. In addition to what is included in the law and jurisprudence, force majeure as referred to in Article 14.1 in any case – but not exclusively – includes a shortcoming as a result of:
(a) problems with and/or serious disruptions of the production process at suppliers, including utility companies, (b) non-delivery of necessary materials by third parties, (c) intent or gross negligence of auxiliary persons, (d) strike, (e) excessive absenteeism of staff, (f) fire, (g) exceptional weather conditions (such as flooding), (h) government measures (both national and international), including but not limited to import and export bans and import and export
restrictions, (i) war, mobilisation, riots, insurrection, martial law, (j) sabotage, (k) transport blockages, (l) machine breakdown, (m) hacks, (n) a pandemic or epidemic and/or (o) transport delays.
14.3. DR Graphics will inform Client as soon as possible of an (imminent) force majeure situation.
14.4. Non-compliance by DR Graphics, as a result of a force majeure situation as described in this article, does not affect the possibility to invoice already completed, or delivered, parts of the Agreement.

Article 15. Default/dissolution

15.1. In the event of default of Client or in the event of bankruptcy, (provisional) suspension of payments, shutdown or liquidation of Client's company, all claims of DR Graphics on Client, for whatever reason, are immediately due and payable in full and DR Graphics is authorised to suspend of the execution of each Agreement and/or the full or partial dissolution of any Agreement. The foregoing does not affect the other rights of DR Graphics under the law or the Agreement.
15.2. In the event of violation of these general terms and conditions by Client, DR Graphics is entitled to dissolve the agreement with immediate effect.

Article 16. Transfer of rights and obligations

DR Graphics is entitled to transfer rights arising from the Agreement to third parties, insofar as the nature of the relevant obligation does not preclude this. Client agrees in advance to this possibility. Client is only authorised to transfer rights arising from the Agreement with the prior written consent of DR Graphics.

Article 17. Applicable law, competent court

17.1. Dutch law applies to these terms and conditions, as well as to the Agreement, as well as to all legal relationships to which DR Graphics is a party, regardless of whether the Agreement must be partially performed abroad or whether Client or any other party involved is domiciled abroad.
17.2. The applicability of the Vienna Sales Convention 1980 (CISG) is excluded.
17.3. The court in the place of business of DR Graphics has exclusive jurisdiction to hear disputes, insofar as not otherwise prescribed by law, are subject to the judgement of the competent court of the District Court of Overijssel