GENERAL TERMS AND CONDITIONS OF SALE AND MAINTENANCE

These general maintenance conditions apply to all agreements between Carmen B.V., established in Purmerend, hereinafter referred to as Carmen, and the buyer, and have been filed with the Chamber of Commerce in Alkmaar under number 37102100.

These general terms and conditions also apply to all agreements between Espresso Service Dienst B.V., established in Purmerend, hereinafter referred to as ESD, and the buyer, and have been filed with the Chamber of Commerce in Alkmaar under number 33247306.

General

1.1
Other or deviating conditions shall only form part of the agreement if such conditions have been expressly agreed upon in writing. The buyer’s general terms and conditions shall not be binding on ESD/Carmen.

1.2
All offers made by ESD/Carmen are without obligation, unless otherwise agreed in writing.

1.3
An agreement between ESD/Carmen and the buyer shall only come into effect after ESD/Carmen has confirmed it in writing or when the execution of the agreement has already commenced. The contracting party may only derive rights from the agreement once a written agreement has been signed.

Prices

2.1
All prices are exclusive of VAT unless expressly agreed otherwise.

2.2
If, after an offer has been made or an agreement has been concluded, there is a change in cost-determining factors such as raw materials, goods purchased from third parties, wages, exchange rates, government charges and/or transport costs, ESD/Carmen shall be entitled to adjust its prices accordingly. ESD/Carmen shall inform the buyer as soon as possible.

2.3
If a maintenance contract applies, ESD/Carmen shall inform the contracting party each year of the new annual fee by means of the invoice sent two months before the start of the new period. If the price increase in a given year exceeds 10% compared to the previous year’s fee, the contracting party shall be entitled to terminate the maintenance contract, provided that the contracting party first gives ESD/Carmen the opportunity in writing to reconsider the increase and grants ESD a period of 14 working days to revise the price increase.

2.4
If ESD/Carmen maintains a price increase of more than 10%, the maintenance contract may be terminated. In such case, the loan agreement or hire-purchase agreement shall remain fully in force, excluding the maintenance contract.

2.5
If the contracting party does not notify ESD/Carmen of its objections to the price increase in writing within eight working days of receipt, it shall be deemed to have accepted the price increase and the annual fee shall be payable in advance.

Delivery

3.1
Acceptance of goods by the buyer from the carrier of ESD/Carmen without any remarks on the delivery note or receipt shall constitute acknowledgement that the goods were delivered in good condition.

3.2
ESD/Carmen has the right to determine minimum quantities of goods to be delivered and to execute an order in parts. If demand for certain goods increases at any time, regardless of the cause, ESD/Carmen has the right to postpone delivery wholly or partly and/or dissolve the agreement without being liable for any compensation.

3.3
Exceeding the agreed delivery period does not automatically constitute default by ESD/Carmen. In the event of late delivery, the buyer must place ESD/Carmen in default by registered letter or bailiff’s notice and grant a period of at least 8 working days to fulfil its obligations. Only if ESD/Carmen remains in default after this period shall the buyer be entitled to terminate the agreement without entitlement to compensation.

3.4
ESD/Carmen has the right to require payment on delivery (COD) or request advance payment or security for payment.

3.5
Returns are only permitted if ESD/Carmen has given prior written approval.

Right of Complaint and Claims

4.1
If goods delivered by ESD/Carmen visibly do not comply with the agreement, the buyer must immediately lodge a complaint upon delivery, failing which it will be assumed that no visible defects exist. All other complaints must be submitted to ESD/Carmen in writing within 8 days after delivery, failing which the goods shall be deemed to have been delivered properly and without defects.

4.2
If the buyer submits a complaint in time and proves that the defect existed at the time of delivery, ESD/Carmen shall only be obliged to deliver a replacement batch without being liable for any damages.

Payment

5.1
Payment must be made within 14 days after the invoice date, without any discount or set-off. If the buyer fails to pay within this period, the buyer shall be in default by operation of law and owe ESD/Carmen contractual interest of 2% per month or part thereof until full payment has been made. In addition, ESD/Carmen shall be entitled to terminate the agreement wholly or partly without judicial intervention, reclaim delivered goods and/or claim damages. All claims of ESD/Carmen against the buyer shall then become immediately due and payable.

5.2
If the buyer is in default, the buyer shall owe ESD/Carmen extrajudicial collection costs amounting to 15% of the principal amount with a minimum of €250. In addition, the buyer shall be liable for all judicial costs including bailiff costs, legal fees, court fees and other related costs.

5.3
If a maintenance contract with ESD applies, the annual maintenance fee must be paid in advance.

5.4
All payments shall be made by automatic debit, which must be provided by the contracting party.

Hire Purchase

6.1
The hirer-purchaser is obliged to use the equipment responsibly and with due care. The hirer-purchaser is not entitled to allow third parties to use the equipment, transfer it, pledge it, or make modifications to it.

6.2
Daily maintenance of the equipment is the responsibility of the hirer-purchaser. For other maintenance, the parties will simultaneously conclude a maintenance contract which is inseparably linked to the hire-purchase agreement.

6.3
After signing the hire-purchase agreement, the equipment shall be entirely at the risk and expense of the hirer-purchaser.

6.4
The hirer-purchaser must adequately insure the equipment and keep it insured against theft, fire, or other damage.

6.5
During the term of the hire-purchase agreement, ESD B.V. is always entitled to check whether the hirer-purchaser complies with their obligations and to inspect the condition and functioning of the equipment. The hirer-purchaser must fully cooperate.

6.6
Once the hirer-purchaser has paid everything due under the agreement, ownership of the equipment shall automatically transfer without the need for further declaration or delivery.

6.7
ESD may immediately reclaim the equipment or demand full payment of the outstanding amount in cases such as:

• Bankruptcy, suspension of payments or debt restructuring of the hirer-purchaser

• Seizure of the equipment

• Death of the hirer-purchaser

• Liquidation or transfer of the company

• Non-compliance with legal or contractual obligations

• Use of the equipment for purposes other than intended

• Failure to pay one or more hire-purchase instalments

6.8
If ESD opts to reclaim the equipment, all paid instalments shall be considered compensation for use and the hirer-purchaser shall have no claim to reimbursement.

6.9
All costs related to notices of default, writs or reminders shall be borne by the hirer-purchaser.

Service and Maintenance

(Only applicable if coffee machines have been supplied through ESD)

7.1
The maintenance fee entitles the contracting party to one annual maintenance service for the equipment covered by the contract. This includes labour costs, call-out charges and wear parts.

7.2
Labour and call-out charges are included in the maintenance fee provided that the issue is not caused by improper use or insufficient cleaning.

7.3
The timing of the annual maintenance service shall be agreed upon between the parties.

7.4
Maintenance is performed during office hours at the contracting party’s location.

7.5
If the technician is prevented from performing their work by the contracting party, the visit will still be considered as a completed maintenance service.

7.6
If the contracting party requests maintenance to be performed at ESD, all related costs will be charged according to the applicable rates.

7.7
If repairs cannot be performed on-site, ESD will, where possible, provide a temporary loan machine within a reasonable period.

7.8
The agreement will automatically be renewed for the same period unless terminated.

7.9
The notice period for termination is three months before the start of the new contract period and must be submitted in writing.

7.10
If the maintenance contract is linked to a loan, hire-purchase or rental agreement, it can only be terminated after the term of those agreements has ended.

7.11
If the contract is terminated prematurely, no refund will be granted for fees already paid.

7.12
If the contract is not terminated in time, the contracting party must pay the full fee for the new period.

7.13
The maximum term of the all-in maintenance contract is 5 years.

7.14
Parts supplied by ESD are covered by a 12-month warranty.

7.15
The warranty only covers construction defects or malfunctions in normal operation and does not apply in cases of wear, misuse, improper maintenance, excessive use or external electrical influences.

7.16
The warranty is void if the machine or parts have been repaired by the contracting party or third parties.

Transfer of Risk and Retention of Title

8.1
All risks, including damage or loss of delivered goods, transfer to the buyer immediately after delivery.

8.2
All goods supplied by ESD/Carmen remain the property of ESD/Carmen until the buyer has fully paid the purchase price and any related claims as referred to in Article 3:92 paragraph 2 of the Dutch Civil Code.

8.3
If the payment term is exceeded, ESD/Carmen is entitled to reclaim goods delivered under retention of title without prior notice of default.

8.4
If the contracting party fails to meet its obligations under a maintenance agreement, ESD may suspend its obligations or terminate the maintenance contract.

Liability

9.1
ESD/Carmen shall only be liable for direct damage resulting from attributable failure or unlawful act. Indirect damage such as loss of profit, business interruption or third-party damages are excluded. Liability is limited to the amount paid by ESD/Carmen’s insurer.

9.2
ESD is never liable for damage caused by water pressure exceeding 7 bar.

9.3
Liability is in any case limited to the value of the delivered equipment.

9.4
ESD shall never be liable for consequential damages.

9.5
ESD shall not be liable for loss of profit or other consequences resulting from the unavailability or malfunction of equipment due to service or repairs.

9.6
The contracting party indemnifies ESD against all third-party claims.

9.7
Any right of the contracting party under this article lapses if the contracting party fails to fulfil its obligations or does not report the damage in writing within two days.

9.8
ESD is not liable for damage of any kind except in cases of intent or gross negligence.

Force Majeure

10.1
In the event of force majeure, ESD shall never be liable. Force majeure suspends the obligations of the parties. If it lasts longer than two weeks, either party may terminate the agreement in writing without judicial intervention.

10.2
Force majeure means a failure that cannot be attributed to ESD because it is not due to its fault nor for its account under law or accepted standards.

Disputes

11.1
All agreements are governed by Dutch law.

11.2
All disputes shall be settled by the District Court of Amsterdam, unless the dispute must be submitted to the competent subdistrict court.