GENERAL TERMS AND CONDITIONS OF RE-LOCK b.v.

Located at Terborgseweg 156, Doetinchem, the Netherlands

I. GENERAL PROVISIONS

  1. Agreements with RE-LOCK b.v. (hereinafter referred to as "RE-LOCK") are established through our order confirmation, written or verbal acceptance of our offers, or through the execution of a concluded agreement.
  2. All agreements are subject to the following terms in this order of precedence:
    a. Provisions specific to the agreement;
    b. Part II or III of these general terms, depending on the nature of the agreement;
    c. The general provisions in these terms and conditions.
    In case of conflicting provisions, the one listed first in the previous paragraph prevails.
  3. If the counterparty fails to fulfill its obligations, RE-LOCK may suspend its performance until the counterparty complies.
  4. RE-LOCK may always offset claims against the counterparty or its affiliates.
  5. The counterparty and its affiliates are not entitled to offset claims against RE-LOCK.
  6. All disputes will be exclusively resolved by the District Court of Arnhem unless within the jurisdiction of the subdistrict court. RE-LOCK may alternatively bring the case to a court with standard jurisdiction.
  7. All agreements are governed by Dutch law as applicable to the European Netherlands.
  8. Both parties establish their domicile at their principal place of business until notified otherwise in writing.
  9. In cases involving multiple counterparties, each is jointly and severally liable for all obligations under the agreement.

II. GENERAL PURCHASING CONDITIONS

  1. These purchase terms take precedence over the seller’s terms unless otherwise agreed upon in writing.
    B. If delivered goods/services do not match agreed quantities, RE-LOCK may adjust the invoice, return items, or dissolve the agreement at the supplier’s cost.
    C. Over-deliveries are not accepted.
    D. Delivered goods/services must meet RE-LOCK specifications. Non-conforming items must be replaced or refunded within 8 days.
    E. Goods/services must be delivered by the specified date. Late delivery places the supplier in default without notice.
    F. RE-LOCK may dissolve the agreement if the supplier fails to meet obligations, becomes insolvent, or transfers the business.
    G. Faulty goods/services under warranty must be repaired or replaced at the supplier’s cost. The warranty restarts after repairs.
    H. The supplier indemnifies RE-LOCK against third-party claims related to defects, non-compliance, or IP infringements.
    I. Models, molds, and materials provided by RE-LOCK or created for RE-LOCK remain its property and must not be shared without permission.
    J. Agreements with RE-LOCK are confidential and may not be used for publicity.
    K. Late payment does not entitle the supplier to dissolve the agreement.

III. GENERAL SALES AND DELIVERY TERMS

  1. RE-LOCK’s offers are non-binding. Accepted offers may be withdrawn within 8 days.
  2. Delivery times are indicative and not binding.
  3. Deliveries are made "ex-works" per Incoterms 2000 unless agreed otherwise. Risk transfers upon delivery.
  4. Documents provided with quotes or offers remain RE-LOCK’s property and must not be used by third parties without permission.
  5. Force majeure suspends obligations without liability for damages. Temporary force majeure does not allow the counterparty to terminate the agreement.
  6. Force majeure includes events such as war, natural disasters, and supplier delays.
  7. RE-LOCK guarantees delivered goods/services for one year. Complaints about visible defects must be reported within 8 days. RE-LOCK may choose to repair, replace, or refund the defective item.
  8. Liability is limited to warranty obligations. Consequential damages and third-party claims are excluded unless due to gross negligence or intent.
  9. Ownership remains with RE-LOCK until full payment is made. The counterparty may not encumber or transfer goods until obligations are met.
  10. Payments are due within 14 days of invoice. Late payments incur interest at the statutory rate plus 3%.
  11. Legal and extrajudicial costs for collecting payments are charged to the counterparty at a minimum of €250 or 15% of the owed amount.
  12. RE-LOCK may require advance payment or security at any time.
  13. Complaints about invoices must be made in writing within 8 days.
  14. If the counterparty cancels an agreement, a penalty of 25% of the contract amount applies, without prejudice to RE-LOCK’s right to claim damages.