All intellectual property rights. These include, inter alia, copyrights and neighboring rights, portrait rights, database rights, trademark rights, rights to models whether registered or not, rights to inventions whether patented or not, trade name rights, rights to the use of a domain name, trade secrets and knowhow;

Items

All items delivered or to be delivered by MuTech to the Purchaser under an Agreement;

Offer

Every written offer to conclude an Agreement made by MuTech to the Purchaser;

Order

Any order placed by the Purchaser for the delivery of Items, either oral, per email, per (mobile) telephone (service), fax or letter;

MuTech

The private limited company with its statutory seat in Delft, the Netherlands, with the Dutch Chamber of Commerce under number 85400912;

Party

MuTech and the Purchaser individually;

the Purchaser

The (legal) entity or other person with which MuTech enters into an Agreement with, or intends to enter into an Agreement with.

1. Applicable General Terms and Conditions

1.1 These General Terms and Conditions apply to all Agreements, their realization and any further Orders submitted to MuTech.

1.2 Deviation from these General Terms and Conditions will only be valid to the extent to which this is expressly agreed on by MuTech and the Purchaser in writing.

1.3 The applicability of any (general) terms and conditions at the side of the Purchaser is explicitly rejected. To avoid misunderstanding, the Purchaser’s terms and conditions also do not apply if they are referred to or printed on any Order or other document issued in respect of a MuTech quotation, or otherwise issued in connection with (the conclusion of) an Agreement, unless and in as far as MuTech unambiguously and explicitly agrees to the applicability of such terms and conditions or specific clauses contained therein in writing. To avoid misunderstanding: the mere signing or confirming such an Order or other document does not constitute such agreeing on the terms and conditions contained therein or referred to therein.

1.4 Should MuTech not require strict observance of these General Terms and Conditions, this does not entail that its provisions are in any way not applicable, or that MuTech in any way forfeits its right to demand strict observance of the provisions in these General Terms and Conditions in any other situation.

1.5 Should MuTech deviate from these General Terms and Conditions in one or more Agreements with the Purchaser, this deviation does not apply to any previous or future Agreements between MuTech and the Purchaser.

2. Offer / Agreement

2.1 All Offers are without obligation and may be withdrawn at any time before being accepted, unless they contain a period for acceptance. Should the Offer not contain a period for acceptance, the Offer automatically lapses after 8 days. A non-written Order is not binding in any way.

2.2 An Agreement will be considered effective when MuTech confirms the Order in writing, or when MuTech commences the performance of the Order. MuTech is entitled to refuse an Order at all times.

2.3 Without prejudice to the provisions in article 4.3, any alterations to the Agreement are only valid after they were agreed on by MuTech and the Purchaser in writing.

2.4 The Purchaser cannot terminate an Agreement.

2.5 MuTech cannot be held to its Offer in case the Purchaser can reasonably assume that the Offer, or part thereof, includes an obvious error or typo.

3. Delivery

3.1 Any delivery periods stated by MuTech are target dates, have an indicative nature and shall never be considered final deadlines, unless otherwise explicitly agreed on in writing. MuTech shall endeavor to observe the delivery times where possible, but the mere exceeding of the delivery time shall not constitute a failure in the performance. The Purchaser may not terminate the Agreement with MuTech because of the lapse of this period.

3.2 In case of late delivery, the Purchaser will give notice of default to MuTech in writing whereupon MuTech is granted a period of at least 14 (fourteen) calendar days in which it must fulfill its obligation to deliver unless reasonableness and fairness justify a longer term under the circumstances.

3.3 Unless otherwise agreed on in writing, any transaction between the Purchaser and MuTech with an invoice amount of at least EUR 1,000, excluding VAT, will include delivery carriage to the delivery address of the Purchaser. MuTech reserves the right to charge a contribution to the delivery fees to be determined by MuTech for transactions with an invoice amount of less than EUR 1,000, excluding VAT. Furthermore, MuTech reserves the right to charge freight charges to the Purchaser should the Items be shipped with urgent dispatch at the request of the Purchaser.

3.4 Unless otherwise agreed on in writing, the Items shall be delivered in accordance with the Incoterm EXW (Ex Works).

3.5 MuTech is authorized to make partial deliveries. Each partial delivery shall be considered a separate delivery and all applicable legal effects shall apply.

3.6 Should, for whatever reason, the Purchaser not be able to take possession of the Items ready for shipping at the agreed-on time, MuTech shall – provided that its storage capacity allows this – store the Items for the Purchaser at the Purchaser’s request. The storage costs are at the expense of the Purchaser and will be calculated from the time that the Items are ready for shipping, or, at the delivery time agreed on between Parties, whichever is later.

3.7 All designs, tangible items such as molds, prototypes, models etc. as well as all non-tangible items such as software, databases etc., developed, produced and/or used in connection with the development, production, alterations or deliverance of an Item, made at the request of the Purchaser or on the instruction of MuTech or otherwise, as well as all Intellectual Property rights thereto, even when any of these items have been fully or partially charged to the Purchaser, shall be and remain the sole property of MuTech.

3.8 Should the Purchaser refuse to take possession of the Items, the Purchaser will be in default immediately and all claims MuTech has on the Purchaser become immediately due and payable and MuTech shall be entitled to deliver the Items by means of a written notification, in which case MuTech is entitled to store the Items with a third party from the moment of written notification, such at the expense and risk, which include the risk of loss of quality of the Items, of the Purchaser.

3.9 Should MuTech in which way suffer damages or incur costs resulting from the fact that the Purchaser refuses to take possession of the Items, the Purchaser shall be liable for these damages and/or costs.

4. Prices and Payment

4.1 All prices listed by MuTech in Offers and Agreements are exclusive of VAT, import duties, freight fees and other government levies and also exclusive of any other costs pertaining to the Agreement, unless otherwise agreed explicitly and in writing. These levies and costs may be charged to the Purchaser by MuTech separately. All prices listed by MuTech are based on pricing factors relevant at the time of the Offer.

4.2 The prices listed by MuTech are based on the cost price factors as they were on the date of the Offer as sent by MuTech and in the absence thereof the date of the Order of the Purchaser.

4.3 In respect of the prices in an Agreement, MuTech shall be entitled to adjust such prices once per calendar year in accordance with the Consumer Price Index for as published by the Dutch Bureau of Statistics in respect of all deliveries following 1 January of the respective year. MuTech shall further be entitled to raise the agreed prices for items still to be delivered, following a material and demonstrable rise in its out-of-pocket costs such as, without limitations, costs of materials or energy costs.

4.4 When making Offers, MuTech assumes that it will be able to carry out its duties under normal and usual circumstances. In the event that special circumstances arise as a result of which MuTech incurs subsequent costs, MuTech shall notify the Purchaser and MuTech shall be entitled to charge these subsequent costs to the Purchaser.

4.5 Unless otherwise agreed on in writing, payment should be made by the Purchaser ultimately the earlier of within 30 (thirty) calendar days upon the invoice date and the agreed date.

4.6 In the event that the Purchaser is in default with any payment obligation or should MuTech have reasonable grounds to presume that the Purchase might become in default, MuTech shall be entitled, in derogation of the agreed on a payment arrangement, to demand full or partial payment in advance or a security for the payment obligations from the Purchaser after the Agreement was concluded. the Purchaser shall adhere to MuTech’s request immediately.

4.7 Should the Purchaser have objections to the invoice it receives, the Purchaser should make these objections known to MuTech in writing no later than within one month after the invoice date. In the absence of such an objection the invoice shall be considered correct.

4.8 Should the Purchaser be in default, it owes a contractual interest of 1% per month, or part of a month, on the amount it owes, unless the statutory (commercial) interest rate is higher, in which case the statutory (commercial) interest rate applies.

4.9 the Purchaser shall, in derogation of article 6:96 paragraph 5 of the Dutch Civil Code and also in derogation of the Extrajudicial Collection Costs (Fees) Decree, also pay any extrajudicial collection costs, which are fixed at an amount of 15% of the total principal due with a minimum of € 400, for any invoice not paid in full. Should the actual costs exceed this, and MuTech prove that exceeding extrajudicial costs are fair, the full actual costs incurred shall be at the expense of the Purchaser.

4.10 Payments by the Purchaser apply firstly to settle the (extrajudicial collection) costs, then the interest that has fallen due and finally the principal of the oldest invoices, even when the Purchaser indicates that a payment applies to a later invoice.

5. Retention of Title

5.1 The title of the Items delivered by MuTech to the Purchaser only transfers to the Purchaser upon complete fulfillment of all the Purchaser’s obligations towards MuTech under the Agreements and all else required pursuant to the delivered Items, such within the limits of article 3:92 Dutch Civil Code.

5.2 Should the Purchaser fail in the performance of its obligations pursuant to its Agreement(s) with MuTech or should MuTech have good grounds to fear that the Purchaser shall fail in the performance of its obligations, MuTech shall be authorized to take repossession of the Items delivered to the Purchaser subject to the retention of title. This right applies especially - although not exclusively - in the event that attachment is made against the Purchaser when the Purchaser is granted moratorium, when the Purchaser applies for or is granted bankruptcy, or when the Purchaser enters into a payment arrangement with any of its creditors. the Purchaser is obligated to provide full cooperation on penalty of a fine of 10% of the full amount it owes to MuTech for each day or half day that the Purchaser remains in default, such immediately due and payable, without prejudice to MuTech’s right to claim performance of the obligations in the previous sentence and/or claim damages.

5.3 In each case of repossession of Items as referred to in article 5.2, the Purchaser shall be credited by MuTech for the market value of the Items, less all costs incurred by MuTech in connection with the repossession as well as any damages on MuTech’ part. Such without prejudice to MuTech’s right to recover its damages from the Purchaser (in any other way).

5.4 The Purchaser is liable towards MuTech for any damage to the Items during the retention of title.

6. Suspension and Termination

6.1 In case of the Purchaser’s failure of the performance, MuTech is, without prejudice to MuTech’s other rights and remedies under the applicable law and the Agreement, entitled to damages payable by the Purchaser which shall include, but not be limited to, lost profit, costs, and interest.

6.2 A Party may terminate an Agreement early and with immediate effect through a written notification and without judicial intervention, without the terminating Party being obligated to pay any damages and while retaining any of the termination Party’s rights, in any of the following circumstances on the other Party’s side:

6.3 When a petition for bankruptcy is lodged against a Party or when a Party is declared bankrupt or when a request for suspension of payment is lodged, or a Party is granted a suspension of payment; or

6.4 When a Party offers its creditors a voluntary payment arrangement; or

6.5 When a Party’s company ceases its business or is at the risk of ceasing its business; or

6.6 When a Party fails in the performance of any of its obligations pursuant to the Agreement in such a way that remediation of said failure is not possible; or

6.7 When a Party fails in the performance of any of its obligations pursuant to the Agreement and remediation of said failure is not made within fourteen (14) days of the written notice of default sent to that effect by the other Party; or

6.8 In case of termination of the Agreement based on the preceding clause, all claims the terminating Party has on the other Party become immediately due and payable and if MuTech shall be the terminating Party MuTech shall be entitled to payment of any activities it has performed and costs it has incurred.

7. Force majeure

7.1 In these General Terms And Conditions, force majeure will mean any unforeseen circumstances beyond a Party’s control, which render the performance of the Agreement wholly or partly impossible, whether temporarily or indefinitely, including war, danger of war, civil war, riots, work strikes, boycott, blockade, sabotage, fire, lightning strike, extreme weather conditions, measures of the national or foreign government, machinery breakdown, production disruption, interruptions in the delivery by public utility companies, blocking of transportation, and general transportation problems, as well as such force majeure on the part of any suppliers, persons and/or companies involved by a Party for performance of the Agreement.

7.2 In the event of an impediment to the performance of the Agreement as a result of force majeure, a Party is entitled to suspend the performance of the Agreement without judicial intervention for a maximum of three (3) months and thereafter each Party shall be entitled to fully or partially terminate the Agreement, without the terminating Party being liable to pay any damages.

7.3 MuTech is entitled to claim payment for all that has been provided to the Customer prior to the force majeure by or on behalf of MuTech under the Agreement with the Purchaser.

8. Complaints

8.1 the Purchaser must inspect whether the quality and the quantity of the Items delivered to it is adequate and meets the obligations of the Agreement. Any complaints in regard to the quantity and quality of the delivered Items must be lodged with MuTech in writing promptly after discovery, but no later than 10 (ten) working days after delivery of the Items. The written notification should include a description of the defect with as many details as reasonably necessary to adequately determine the defect.

8.2 Should the delivered Items be in accordance with the Agreement, yet turn out to be unsuitable for the aim of the Customer, this is at the Purchaser’s risk. This does not constitute failure on the part of MuTech.

9. Real-World Performance vs. Theoretical Performance

9.1 The Purchaser acknowledges and agrees that the actual performance of the Products in real-world conditions may differ from their theoretical performance due to various factors, including, but not limited to, environmental conditions, manufacturing tolerances, and installation factors.

9.2 MuTech provides no warranty, representation, or guarantee, either express or implied, that the actual performance of the Products will precisely match their theoretical performance as described in product specifications, marketing materials, or other documentation.

9.3 MuTech’s liability for any claim related to the discrepancy between the actual and theoretical performance of the Products shall be limited to 20% of the maximum amount provided in article 10.1.5 of this Agreement, and MuTech shall not be liable for any indirect or consequential damages, including but not limited to loss of profit or production, resulting from such discrepancy.

10. Liability

10.1 Should MuTech be established by law to be liable towards the Purchaser for damages suffered in connection with the Agreement, or arising from a wrongful act, or on any other basis, this liability, including any payment obligation pursuant to article 6:230 Dutch Civil Code and/or article 6:271 Dutch Civil Code, shall be limited to a total as regulated in these provisions:

10.2 MuTech shall never be liable for damages arising from MuTech’ use of any incorrect details, files, materials, devices or information provided by or on behalf of the Purchaser;

10.3 MuTech shall never be liable for the Purchaser suffering any lost profit, lost income, lost turnover, lost savings, loss due to business or other interruption, consequential damages, damages resulting from the Purchaser’s liability towards third parties and damages of third parties;

10.4 MuTech’ liability, including any payment obligation under an obligation to undo and any payment obligation under article 6:230 Dutch Civil Code, toward the Purchaser is at all times limited to the amount covered by MuTech’ liability insurance;

10.5 In the event that MuTech’ liability insurance does not – for whatever reason – cover a claim or does not actually pay out, MuTech’ liability, including any payment obligation under article 6:230 Dutch Civil Code and/or article 6:271 Dutch Civil Code, is limited to the invoice amount paid by the Purchaser relating to the item which would have led to the liability;

10.6 Without prejudice to the preceding subclause, the liability of MuTech is at all times limited to a maximum amount of EUR 500,000, per year, irrespective of the number of events giving rise to the damage.

10.7 For Items or components of delivered or deliverable Items which are not manufactured by MuTech itself, MuTech’s liability does not extend beyond the amounts its supplier is liable for to MuTech and MuTech is able to actually recover from its supplier.

10.8 Any form of liability shall lapse when defect/defects occur(s) as a result of, or arises from:

10.9 Nonobservance of transportation, storage, and processing instructions;

10.10 Nonobservance of storage and/or storage term instructions;

10.11 The application of any government regulations regarding the nature of the quality of the materials applied;

10.12 Materials or items which were issued to MuTech by the Purchaser to MuTech for the purpose of processing;

10.13 Materials, items, procedures, and constructions to the extent that they were applied at the explicit instruction of the Purchaser;

10.14 Any items, components, or elements MuTech obtained from third parties to the extent that these third parties have not issued any guarantee to MuTech;

10.15 Inexpert, improper, or spurious installation, integration or use of the delivered Items, or installation, integration or use for any purpose other than common practice by the Purchaser or third parties;

10.16 Any changes made by the Purchaser or third parties to the Items or elements without permission from MuTech in writing, or when the Items or their elements were in any other way modified or processed for their appropriate use.

10.17 Damages for which MuTech can be held liable should be reported to MuTech without delay but always within 30 (thirty) calendar days after the Purchaser becomes aware or should reasonably have become aware of said damage, at the risk of such a claim lapsing.

10.18 Without prejudice to the preceding subclause, a liability claim towards MuTech lapses if the Purchases has not commenced court proceedings within 12 (twelve) months upon the Purchaser becoming aware of the fact from which the damages arise or may reasonably be assumed to have been aware of this fact.

11. Intellectual and Industrial property

11.1 All intellectual and industrial property rights, including – but not limited to – trademark-, copyright, design and database rights, trade name rights, patent rights which originate from or were used for the purpose of the performance of the Agreement or which were included in the Items, including – but not limited to – products, production processes, applicability, concepts, designs, drawings, discoveries, models, techniques, works, procedures, outcomes, creations, presentations, computer programs, knowhow, data collection and other knowledge gained, are exclusively vested in MuTech or its suppliers, unless otherwise explicitly agreed in writing.

11.2 Furthermore, the Purchaser is not permitted to remove or change any indication with regard to copyrights, brands, trade names or other rights from the Items delivered by MuTech or to remove or alter any of their accompanying materials.

12. Other provisions

12.1 A Party is not entitled to sell or transfer the rights and/or obligations arising from the Agreement to a third party. MuTech shall be entitled to provide part all of its services and deliverables through a third party, however MuTech shall always be responsible and liable for the correct provision thereof as set out and limited in these General Terms and Conditions.

12.2 Should one of the provisions or part of these General Terms and Conditions or any part of the underlying Agreement be void or subject to annulment, this will not affect the remaining contents of said provision and leave the other provisions of these General Terms and Conditions unimpaired and the underlying Agreement effective. The provision which was declared void or nullified shall be replaced with a valid provision which reflects as near as possible the intention of the provision thus replaced.

13. Competent Court and Applicable Law

13.1 Dutch law exclusively governs all legal relationships between MuTech and the Purchaser, including the Agreement, even when the performance of the engagement is executed fully or partially abroad or when the Purchaser resides abroad. The applicability of the Vienna Sales Convention 1980 (CISG) is explicitly excluded.

13.2 The Amsterdam court has exclusive competence over any disputes that may arise in connection with an Agreement (including disputes in regard to the existence and validity of an Agreement).