General Conditions of Sale

GENERAL CONDITIONS OF SALE OF NÉOLOK
Version: 6 August 2025

Article 1 – General
1.1 For the purpose of these general terms and conditions, “the buyer” is defined as any (legal) person that enters into negotiation and/or concludes contracts with NÉOLOK in relation to products and services to be supplied by NÉOLOK. These general terms and conditions apply exclusively to commercial customers in Europe. NÉOLOK does not enter into any contracts or obligations with private customers.

1.2 These general conditions are applicable to all of our offers and quotations and orders and contracts that have been or are to be implemented. NÉOLOK expressly rejects the applicability of the buyer’s own general conditions or other general conditions.

1.3 Deviations from these general terms and conditions shall only be binding to NÉOLOK if NÉOLOK and the buyer have expressly agreed upon those deviations in writing.

Article 2 – Contract
2.1 All offers and/or quotations are subject to contract. A contract shall be deemed to have been formulated once an offer and/or quotation made by the buyer is accepted by NÉOLOK in writing. An order placed by a buyer with NÉOLOK shall not be binding to NÉOLOK until NÉOLOK has confirmed that order to the buyer in writing.

2.2 In the event of the buyer requiring changes to a contract’s implementation after it has been formulated, NÉOLOK shall be free to decide at its own discretion whether and, if so, under which (further) conditions those changes can still be accepted within the framework of the contract.

2.3 Amendments to the contract of any nature whatsoever shall not come into force until they have been agreed in writing between NÉOLOK and the buyer.

2.4 NÉOLOK shall be authorised to charge to the buyer the additional costs that those amendments entail in the event of amendments of any nature whatsoever being made to the contract.

2.5 NÉOLOK reserves the right in all cases to alter the structure and the composition of the products it supplies if and insofar as that does not essentially detract from the agreed quality of the ordered products.

Article 3 – Prices
3.1 The quoted and agreed prices are given in euros other than and in cases in which NÉOLOK has made an exception in American dollars, and do not include VAT. Other statutory payable taxes, levies and duties are not included in the price.

Article 4 – Payment
4.1 Unless a different payment term has been agreed in writing, the buyer shall pay the entire invoiced amount in advance before shipping of the goods by transferring it to NÉOLOK’s bank account. Bank costs, if any, are for the account of the buyer.

4.2 In the event of the buyer failing to remit any payable amount within the set payment term, the buyer shall be held legally in default without any notice of default being required. From the due date of the invoice onwards, the buyer shall be liable for the payment of statutory interest plus 3%, to be calculated from the (part of the) month over the outstanding amount.

4.3 Any costs, either judicial or extrajudicial, that are incurred by NÉOLOK in order to enforce compliance with the buyer’s (payment) obligations shall be charged in full to the buyer. The extrajudicial costs are set at 15% of the invoice amount, with a minimum of EUR 250, without any evidence of that being required.

4.4 The buyer is not authorised to deduct any amount from the invoiced amount or to set off any payable amount against any counterclaim that he has or alleges he has against NÉOLOK, or to suspend his payment obligation.

Article 5 – Delivery Time
5.1 NÉOLOK shall inform the buyer if the products are available in the Dutch office or not. If yes, the products shall be delivered from the Dutch office, otherwise the products will be delivered ex works China. In case of ex works China deliveries, the buyer shall cover all applying import duties, fees and taxes. NÉOLOK reserves the right to ship the goods from either location.

5.2 NÉOLOK shall make every effort to meet the agreed delivery times. Exceeding the delivery time shall not entitle the buyer to claim any compensation for any damages other than in the case of intentional act or omission or gross negligence on the part of NÉOLOK.

5.3 Should it become clear that it will not be possible to deliver by the agreed time, NÉOLOK shall inform the buyer of that without delay and shall also indicate the anticipated delay.

Article 6 – Transport
6.1 All payable transport and insurance costs shall be for the buyer’s account, unless expressly agreed otherwise.

6.2 The transportation of all products, including those transported in the name of NÉOLOK, shall take place at the buyer’s expense and risk.

Article 7 – Retention of Title
7.1 All products delivered shall remain the exclusive property of NÉOLOK until all claims on the buyer have been met in full.

7.2 NÉOLOK shall be entitled to repossess the products if payment has not been made. The buyer grants permission to NÉOLOK to access business premises for this purpose.

7.3 If the destination country's law provides for further-reaching legal remedies for retention of title, those shall be deemed to have been stipulated in favor of NÉOLOK.

Article 8 – Guarantee
8.1 NÉOLOK guarantees the soundness and quality of its products for 18 months from the production date, not exceeding the original manufacturer's guarantee.

8.2 NÉOLOK guarantees the quality of services rendered for 18 months after completion.

8.3 Minor deviations or normal wear and tear are not grounds for claims.

8.4 Claims are valid only with proof of purchase and in accordance with Article 9.

8.5 Guarantees are void if damage is due to misuse, incorrect installation, or outside causes.

Article 9 – Claims
9.1 The buyer must check goods/services upon receipt.

9.2 Claims must be submitted in writing within 1 week of delivery or discovery of concealed defects.

9.3 The buyer must allow NÉOLOK to inspect claimed goods in their original condition.

Article 10 – Settlement of Claims
10.1 NÉOLOK may request return of products or inspect them on-site.

10.2 If deemed faulty, NÉOLOK will repair or replace the products.

10.3 Inspection costs are borne by NÉOLOK if the claim is valid.

Article 11 – Liability
11.1 Liability is limited to the invoice value of the products/services involved.

11.2 NÉOLOK is not liable for consequential damages.

Article 12 – Dissolution
12.1 Either party may dissolve the contract in cases of bankruptcy or loss of asset control.

12.2 NÉOLOK may claim additional compensation.

Article 13 – Force Majeure
13.1 NÉOLOK is not liable for non-fulfillment due to force majeure.

13.2 Contracts may be dissolved after 2 months of force majeure.

Article 14 – Intellectual Property Rights
14.1 All IP rights remain with NÉOLOK or its licensors.

14.2 Transfer of rights must be expressly agreed in writing.

14.3 The buyer only receives limited user rights.

14.4 The buyer may not remove IP-related markings.

Article 15 – Conversion
15.1 Invalid clauses shall be replaced with legally valid ones closest in meaning.

Article 16 – Jurisdiction
16.1 All dealings shall be governed by Dutch law.

16.2 Disputes shall be resolved by a court in the Netherlands or, at NÉOLOK's discretion, by arbitration.

16.3 Alternative dispute resolution methods may be agreed upon.

Article 17 – Translations
These terms are available in Dutch, German, and English. The Dutch version prevails in case of discrepancies.