General Terms and Conditions – FAVMachines B.V. (2026)

1. Applicability

1.1 These General Terms and Conditions apply to all quotations, offers, agreements, deliveries, installations, services, software subscriptions, rental agreements, lease agreements, maintenance agreements and other transactions entered into by FAVMachines B.V. (“FAVMachines”).

1.2 Deviations from these Terms and Conditions shall only be valid if expressly agreed in writing by FAVMachines.

1.3 Any general terms and conditions of the Customer are expressly excluded unless accepted in writing by FAVMachines.

1.4 FAVMachines reserves the right to amend these Terms and Conditions. Amendments shall take effect from the communicated effective date.

2. Quotations and Agreements

2.1 All quotations and offers issued by FAVMachines are non-binding unless explicitly stated otherwise in writing.

2.2 Quotations remain valid for the period stated therein. If no period is stated, a quotation is valid for 14 calendar days.

2.3 An agreement is concluded once confirmed in writing by FAVMachines or once FAVMachines has commenced performance.

2.4 Obvious clerical errors, mistakes or omissions in quotations, price lists or communications are not binding upon FAVMachines.

3. Prices and Price Adjustments

3.1 All prices are exclusive of VAT, transport, installation, software subscriptions and service costs unless otherwise agreed in writing.

3.2 FAVMachines reserves the right to adjust prices if cost price factors increase after conclusion of the agreement, including but not limited to raw materials, freight, exchange rates, import duties, taxes or supplier price increases.

4. Delivery, Installation and Acceptance

4.1 Delivery shall be Ex Works (EXW) from the warehouse of FAVMachines unless otherwise agreed in writing.

4.2 Delivery times are estimates only and do not constitute strict deadlines.

4.3 Delay in delivery shall not entitle the Customer to compensation, suspension of payment or termination of the agreement.

4.4 The Customer shall ensure timely access to the installation site and provide suitable conditions including sufficient space, power supply, internet connection where required, and a safe working environment.

4.5 Additional work or waiting time caused by circumstances on the Customer’s side may be charged separately.

4.6 Delivery or installation shall be deemed accepted once the machine or system has been delivered, installed, tested or otherwise made available for operational use.

5. Force Majeure

5.1 FAVMachines shall not be liable for any delay or failure caused by circumstances beyond its reasonable control, including but not limited to transport disruption, supplier delay, shortage of materials, strikes, war, fire, illness, governmental restrictions or network outages.

6. Transfer of Risk

6.1 Risk of loss of or damage to goods passes to the Customer upon delivery.

6.2 In case of rental or lease, risk regarding loss, theft, misuse or damage passes to the Customer from the moment of delivery until return and collection by FAVMachines.

7. Retention of Title

7.1 All goods delivered by FAVMachines remain the property of FAVMachines until full payment has been received.

7.2 In rental and lease arrangements, all equipment remains the exclusive property of FAVMachines at all times.

7.3 The Customer may not sell, pledge, relocate, dismantle or otherwise dispose of equipment without prior written consent of FAVMachines.

8. Installation and Use

8.1 The Customer shall use the equipment in accordance with the provided instructions and intended purpose.

8.2 The Customer is responsible for daily use by employees, contractors or third parties using the equipment on its premises.

8.3 If installation, electrical connection, configuration, relocation, commissioning, recommissioning or any related setup work is not carried out by FAVMachines or by a third party expressly appointed or approved in writing by FAVMachines, such work shall be performed entirely at the Customer’s own risk and responsibility.

FAVMachines shall not be liable for any malfunction, defect, operational failure, safety issue, damage or loss arising directly or indirectly from such installation, connection, configuration, relocation, commissioning or recommissioning.

Any warranty provided by FAVMachines shall be deemed void to the extent that the defect, malfunction or damage is related to or caused by installation, connection, configuration, relocation, commissioning or other work not performed by FAVMachines or by a party authorised in writing by FAVMachines.

9. Payment

9.1 Invoices are payable within 14 days from invoice date unless otherwise agreed in writing.

9.2 FAVMachines may require advance payment in whole or in part.

9.3 FAVMachines may suspend deliveries, software access or services in case of overdue payment.

9.4 Complaints regarding invoices do not suspend payment obligations.

9.5 The Customer is not entitled to set off any claim against invoices issued by FAVMachines.

9.6 In case of late payment, statutory commercial interest and collection costs shall be payable by the Customer.

10. Sale, Rental and Lease

10.1 In case of sale, ownership transfers only after full payment.

10.2 In case of rental or lease, equipment remains property of FAVMachines.

10.3 The Customer remains liable for the equipment during the full rental or lease term.

10.4 Early termination may result in additional charges or settlement of remaining contractual obligations.

11. Software, Cloud Platform and Data

11.1 Software, cloud platforms, interfaces and related systems supplied by FAVMachines remain the intellectual property of FAVMachines or its technology partners.

11.2 The Customer receives a non-transferable right of use during the contractual term only.

11.3 Customer operational data remains property of the Customer.

11.4 FAVMachines may use system and usage data for support, diagnostics, maintenance and service improvement purposes.

12. Service, Maintenance and Support

12.1 Support may be provided remotely or on-site.

12.2 Response times are indicative unless explicitly agreed in a separate Service Level Agreement.

12.3 FAVMachines does not guarantee uninterrupted operation of hardware, software or online services.

12.4 Temporary downtime or malfunction does not entitle the Customer to compensation, termination or suspension of payment.

13. Warranty

13.1 Unless agreed otherwise in writing, FAVMachines provides a standard warranty period of 12 months from delivery.

13.2 Warranty applies only to demonstrable manufacturing or material defects.

13.3 Warranty excludes normal wear and tear, cosmetic damage, misuse, incorrect operation, damage caused by third parties, network issues, power disturbances, vandalism, fire and water damage.

13.4 FAVMachines may choose, at its sole discretion, repair, replacement or credit.

14. Liability

14.1 FAVMachines shall only be liable for direct damage resulting from proven gross negligence or wilful misconduct.

14.2 FAVMachines shall not be liable for indirect damage or consequential damage, including loss of production, downtime, loss of profit, loss of turnover, business interruption or personnel costs.

14.3 Total liability shall in all cases be limited to the invoice value of the relevant delivery or service.

15. Damage, Theft and Insurance

15.1 During rental or lease the Customer is responsible for protecting the equipment against theft, vandalism, misuse, fire and water damage.

15.2 The Customer shall insure the equipment adequately where reasonably required.

15.3 Damage beyond normal wear may be charged at repair or replacement cost.

16. Suspension and Termination

16.1 FAVMachines may suspend or terminate the agreement with immediate effect in case of non-payment, insolvency, misuse of equipment or refusal to provide access required for service or collection.

17. Return, Removal and End of Agreement

17.1 At the end of a rental or lease period the Customer shall immediately make the equipment available for collection.

17.2 Dismantling, transport and removal costs may be charged separately.

17.3 Equipment shall be returned in proper condition, allowing for normal wear and tear only.

18. Intellectual Property

18.1 All intellectual property rights relating to software, designs, documentation, configurations, reports and technical solutions remain vested in FAVMachines or its licensors.

19. Applicable Law and Disputes

19.1 All legal relationships with FAVMachines are governed exclusively by Dutch law.

19.2 Any disputes shall be submitted exclusively to the competent court in the Netherlands.

20. Final Provisions

20.1 If any provision of these Terms and Conditions is held invalid or unenforceable, the remaining provisions remain fully valid.

20.2 Failure by FAVMachines to enforce any right shall not constitute waiver of that right.

20.3 These General Terms and Conditions may be provided in multiple languages. In the event of any discrepancy or interpretation difference, the Dutch version shall prevail.