Terms & Conditions Lugarde B.V.

Article 1 Definitions

In these General Terms and Conditions, the following terms shall have the following meanings:

Lugarde: Lugarde B.V., a company incorporated under the laws of the Netherlands, having its registered office at Deventerweg 67, 7245 AW Laren, the Netherlands;

Customer: any legal entity or natural person acting in the course of a business or profession that enters into an Agreement with Lugarde;

Agreement: any agreement between Lugarde and the Customer, including any amendment or supplement thereto.

Article 2 Applicability

These General Terms and Conditions shall apply to all quotations, offers, agreements, deliveries and other legal relationships between Lugarde and the Customer.

Any terms and conditions of purchase or other terms and conditions of the Customer are expressly excluded and shall not apply, regardless of any reference thereto by the Customer.

No variation of these General Terms and Conditions shall be valid unless agreed in writing or by email and confirmed by Lugarde.

If any provision of these General Terms and Conditions is found to be invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the affected provision with a valid provision that reflects, as closely as possible, the purpose and intent of the original provision.

Article 3 Quotations and Offers

All quotations and offers issued by Lugarde are non-binding unless expressly stated otherwise.

Obvious errors, clerical mistakes, typographical errors or omissions in quotations, price lists, brochures, technical documentation, drawings, images, websites or other materials shall not be binding upon Lugarde.

Any drawings, illustrations, specifications, dimensions, weights, samples, models or other product information are provided for guidance only and shall not form part of the Agreement unless expressly agreed otherwise.

Where products are manufactured from natural materials, including timber, variations in colour, grain, texture, knots, resin formation and other natural characteristics shall be deemed acceptable and shall not constitute defects.

Lugarde reserves the right to modify its products, specifications, materials and construction methods without prior notice.

Article 4 Prices

Unless otherwise agreed in writing, all prices are based on collection from Lugarde’s premises, warehouse or other storage facility and are exclusive of VAT, customs duties, taxes, levies, transport costs, insurance costs and any other applicable charges.

Lugarde reserves the right to amend its prices where increases occur in raw material costs, transport costs, labour costs, energy costs, taxes, exchange rates or other factors beyond its reasonable control.

Where the Customer requests changes to an order after acceptance, Lugarde shall be entitled to charge any additional costs arising from such changes. No amendment shall become effective until accepted by both parties.

Any costs incurred by Lugarde as a result of the Customer’s failure to comply with its obligations shall be borne by the Customer.

Article 5 Cancellation

If the Customer cancels an order in whole or in part, the Customer shall reimburse Lugarde for all costs reasonably incurred in connection with the performance of the Agreement, including but not limited to design costs, production costs, storage costs, transport costs and commitments entered into with suppliers or third parties.

This shall be without prejudice to Lugarde’s right to recover any losses suffered, including loss of profit.

Cancellation must be made in writing or by email.

Upon receipt of a cancellation request, Lugarde shall notify the Customer of the applicable cancellation charges as soon as reasonably practicable. If the Customer does not accept such charges, the original Agreement shall remain in full force and effect.

Article 6 Delivery

Any delivery dates or lead times provided by Lugarde are estimates only and shall not be of the essence.

Failure to meet an estimated delivery date shall not entitle the Customer to cancel the Agreement, withhold payment, claim compensation or seek any other remedy.

Delivery shall be Ex Works (EXW) in accordance with Incoterms® 2020 unless otherwise agreed in writing.

Risk in the goods shall pass to the Customer when the goods are made available for collection by the Customer or its nominated carrier.

Where Lugarde arranges transport on behalf of the Customer, such transport shall be undertaken at the Customer’s risk. The Customer shall be responsible for arranging any insurance it considers necessary in respect of storage, loading, transport and unloading.

The Customer shall ensure that the delivery location is accessible and suitable for the agreed means of transport. If access is restricted, the goods may be delivered to the nearest reasonably accessible location.

The Customer is obliged to accept delivery of the goods. Any goods not accepted shall be stored at the Customer’s expense and risk.

Article 7 Assembly

Unless expressly agreed otherwise in writing, assembly of the goods shall be the responsibility of the Customer.

The Customer shall ensure that assembly is carried out in accordance with Lugarde’s installation instructions and technical guidance.

The Customer shall ensure that adequate foundations, site preparation and all other necessary preparatory works have been completed before installation.

Any consequences arising from inadequate foundations, improper installation or insufficient preparation shall be entirely at the Customer’s risk.

Article 8 Inspection and Warranty

The Customer shall inspect the goods immediately upon delivery.

Any visible defects, transport damage or missing parts must be notified to Lugarde in writing within eight (8) days of delivery.

Lugarde provides a five-year warranty against demonstrable defects in materials or workmanship.

Where a valid warranty claim is accepted, Lugarde shall, at its sole discretion, repair the defective parts, replace the defective parts or credit the net invoice value of the defective parts.

No further liability or obligation to compensate the Customer shall arise under the warranty.

The warranty shall not apply where defects result from improper storage, installation, maintenance, use contrary to instructions, inadequate foundations, unauthorised modifications, the use of third-party components, or damage caused by persons, animals, weather conditions or other natural events.

The Customer shall provide Lugarde with a reasonable opportunity to inspect and investigate any warranty claim before any remedial work is carried out by third parties.

Article 9 Payment

Payment shall be made within the payment term stated on the relevant invoice.

Lugarde reserves the right to require full or partial payment in advance, or a deposit, prior to commencing production or delivery.

If the Customer fails to make an advance payment when due, Lugarde shall be entitled to suspend performance of its obligations, including delivery of the goods, until full payment has been received. Lugarde shall not be liable for any loss or damage suffered by the Customer as a result of such suspension.

If payment is not received by the due date, the Customer shall automatically be in default without the need for any notice of default or further demand.

From the due date until full payment has been received, interest shall accrue on the outstanding amount at the rate of one per cent (1%) per month, whereby any part of a month shall be deemed to constitute a full month.

The Customer shall reimburse all judicial and extrajudicial costs incurred by Lugarde in recovering any outstanding amounts. Extrajudicial collection costs shall be calculated at fifteen per cent (15%) of the outstanding principal amount, subject to a minimum of €100.

Any payments made by the Customer shall first be applied to costs, then to accrued interest and finally to the oldest outstanding invoices.

Article 10 Retention of Title

All goods supplied by Lugarde shall remain the property of Lugarde until all amounts owed by the Customer to Lugarde, whether arising under the relevant Agreement or otherwise, have been paid in full.

Until title to the goods has passed to the Customer, the Customer shall not pledge, charge, assign, transfer or otherwise encumber the goods, nor dispose of them other than in the ordinary course of its business.

The Customer shall take all reasonable measures necessary to protect Lugarde’s ownership rights in the goods.

If any third party seeks to attach, seize or establish rights over goods that remain the property of Lugarde, the Customer shall immediately notify Lugarde in writing.

If the Customer fails to fulfil its obligations under the Agreement, Lugarde shall be entitled to recover the goods without prior notice or court intervention, without prejudice to any other rights or remedies available to Lugarde, including the right to recover damages.

The Customer shall provide Lugarde with access to any premises where the goods are located in order to enable recovery of the goods.

Until title passes, the Customer shall keep the goods properly stored, protected and clearly identifiable as the property of Lugarde.

Article 11 Termination and Suspension

Lugarde shall be entitled, without prejudice to any other rights or remedies, to suspend performance of the Agreement or terminate the Agreement in whole or in part with immediate effect if:

• the Customer fails to comply with any of its obligations under the Agreement;

• the Customer applies for, or becomes subject to, administration, liquidation, bankruptcy, a voluntary arrangement with creditors or any similar insolvency proceedings;

• an attachment, execution or similar measure is levied against the Customer’s assets;

• the Customer ceases or threatens to cease carrying on its business; or

• Lugarde reasonably believes that the Customer will be unable to fulfil its obligations and the Customer fails to provide adequate security upon request.

In the circumstances described above, all amounts owed by the Customer to Lugarde shall become immediately due and payable.

Any suspension or termination under this Article shall not affect Lugarde’s right to claim damages or enforce any other rights available under the Agreement or at law.

Article 12 Liability

Lugarde shall not be liable for any loss, damage or expense resulting directly or indirectly from Force Majeure or from any act, omission or default of the Customer.

Lugarde shall not be liable for any loss arising from inaccurate, incomplete or misleading information supplied by the Customer.

Lugarde shall not be liable for any loss or damage resulting from improper storage, handling, transport, installation, maintenance or use of the goods by the Customer or any third party.

Lugarde shall not be liable for any damage arising from improper installation, failure to follow Lugarde’s instructions or use of the goods in a manner for which they were not intended.

To the fullest extent permitted by law, Lugarde shall not be liable for any indirect, consequential or economic loss, including but not limited to loss of profit, loss of revenue, loss of anticipated savings, loss of production, business interruption, reputational damage or delay-related losses.

Where Lugarde is found liable for any loss or damage, its total liability shall be limited to the amount paid out under Lugarde’s applicable liability insurance policy.

If, for any reason, no insurance payment is made, Lugarde’s liability shall be limited to the net invoice value of the goods or services giving rise to the claim.

Any claim against Lugarde must be submitted in writing within one (1) year of the event giving rise to the claim, failing which the claim shall lapse.

Nothing in these General Terms and Conditions shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law.

Article 13 Force Majeure

Lugarde shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.

Force Majeure includes, but is not limited to, extreme weather conditions, flooding, natural disasters, fire, war, threat of war, terrorism, civil unrest, strikes, labour disputes, transport disruptions, shortages of raw materials, interruptions in utilities or communication networks, government measures, import or export restrictions, and failures or delays by suppliers or subcontractors.

During a Force Majeure event, Lugarde’s obligations shall be suspended for the duration of the event.

If the Force Majeure event continues for more than three months, Lugarde shall be entitled to terminate the Agreement in whole or in part without liability for any compensation or damages.

Where performance becomes possible again, both parties shall use reasonable efforts to resume performance of the Agreement.

Article 14 Governing Law and Jurisdiction

These General Terms and Conditions, and all Agreements between Lugarde and the Customer, shall be governed exclusively by the laws of the Netherlands.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Any dispute arising out of or in connection with an Agreement between Lugarde and the Customer shall be submitted exclusively to the competent court in the district of Gelderland, the Netherlands.

Article 15 Final Provisions

In the event of any discrepancy between the Dutch version of these General Terms and Conditions and any translation thereof, the Dutch version shall prevail.

If any provision of these General Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

These General Terms and Conditions have been filed with the Dutch Chamber of Commerce under filing number 717.