General Terms and Conditions FAVMachines B.V. (2026 – version 2.1)

1. Applicability

1.1 These general terms and conditions apply to all offers, quotations, agreements, deliveries, services, rental, lease and maintenance agreements of FAVMachines B.V. (“FAVMachines”).
1.2 FAVMachines reserves the right to amend these terms and conditions. Amendments will be communicated to the customer in writing or by e-mail and shall be binding from the date specified.
1.3 Deviations from these terms are only valid if explicitly confirmed in writing by FAVMachines.
1.4 The general terms and conditions of the customer are excluded, unless explicitly accepted in writing by FAVMachines.

2. Offers and Agreements

2.1 All offers and quotations of FAVMachines are without obligation, unless explicitly stated otherwise.
2.2 Quotations are valid for 30 days. If the quotation is not signed and returned by e-mail within this period, it will automatically expire.
2.3 An agreement is only concluded after it has been confirmed in writing by FAVMachines, or by actual delivery by FAVMachines.
2.4 Quotations are prepared including prices for installation, training sessions, IDS configuration, the first subscription period for IDS software, the costs of delivery of the ordered goods, and travel and accommodation expenses to the installation site, unless otherwise agreed.

3. Delivery and Risk

3.1 Delivery takes place ex-warehouse of FAVMachines, unless otherwise agreed in writing.
3.2 The risk of the delivered goods transfers to the customer from the moment of delivery.
3.3 Delivery periods are indicative. Exceeding these periods does not entitle the customer to compensation or termination, unless caused by gross negligence of FAVMachines.
3.4 If delivery of the ordered goods is not possible due to reasons attributable to the customer, the goods will be placed in storage and the resulting storage and transport costs will be charged to the customer.

4. Payment

4.1 Payment must be made within 30 days of the invoice date, unless otherwise agreed in writing.
4.2 A down payment of 50% of the total order value is required for all orders. The remaining amount will be invoiced upon delivery.
4.3 The down payment is a condition for the start of production of ordered products. Delay in payment of the down payment will result in a corresponding delay in production and delivery.
4.4 In case of late payment, the customer shall be in default by operation of law and interest of 1.5% per month shall be due.
4.5 All judicial and extrajudicial collection costs shall be borne by the customer.
4.6 FAVMachines is at all times entitled to require security from the customer for the fulfilment of its payment obligations and to suspend its performance if such security is not provided.

5. Retention of Title

5.1 All goods delivered by FAVMachines remain the property of FAVMachines until the customer has fully met all its payment obligations.
5.2 The retention of title also extends to claims of FAVMachines against the customer arising from other agreements.
5.3 If the customer is in default, FAVMachines is entitled to reclaim the delivered goods. The customer shall provide full cooperation for this purpose.
5.4 The customer is not entitled to pledge or otherwise encumber goods delivered under retention of title.

6. Sale, Rental and Lease

6.1 Sale: Ownership is only transferred after full payment. Installation and training sessions are invoiced separately and added to the order invoice. The machines configured and delivered by FAVMachines are customised products and are not subject to any right of return or cancellation.
6.2 Rental:

• The machine remains the property of FAVMachines.

• The customer is obliged to insure the machine against damage and theft.

• FAVMachines may require a security deposit.
  6.3 Lease:

• The machine remains the property of FAVMachines until the end of the lease agreement and full payment.

• In case of non-payment, FAVMachines may immediately terminate the lease agreement and reclaim the machine.

• An option to purchase at the end of the lease may be agreed separately.
  6.4 In case of rental or lease, the customer is liable for loss, theft or damage to the machines during the term of the agreement.
  6.5 The customer is liable for the use of the machine, even if operated by third parties.

7. Warranty and Service

7.1 FAVMachines guarantees that the delivered machines comply with the agreed specifications.
7.2 Warranty applies for a period of 12 months after delivery, unless otherwise agreed in writing.
7.3 Warranty only applies to parts and not to normal wear and tear (such as hinges, lamps, belts).
7.4 Installation and travel costs are charged separately, unless otherwise agreed.
7.5 Warranty lapses if:

• the customer carries out modifications or repairs without the consent of FAVMachines,

• there is improper use,

• regular maintenance has not been performed.
  7.6 Service and maintenance can be agreed separately via a Service Level Agreement (SLA).

8. Installation

8.1 The customer is obliged to provide an installation site in accordance with the guidelines and technical requirements of FAVMachines, including the electricity and network requirements specified in the technical documentation of ASD Systems.
8.2 The installation price stated in the quotation is calculated on the basis of a standard installation lasting a maximum of one working day. If the installation takes longer due to circumstances attributable to the customer, the additional installation hours or days will be invoiced to the customer according to the hourly rate in the applicable FAVMachines price list, plus any travel and accommodation expenses.
8.3 The customer is responsible for timely implementing all necessary changes to its internal network infrastructure (including firewall, proxy and router settings) and must ensure the required access to external servers (IDS, VPN, NTP and DNS servers), as specified in the technical requirements of ASD Systems.
8.4 If LAN connectivity or network access is not available due to reasons attributable to the customer, and this results in an installation period exceeding one working day, the additional costs will be charged to the customer in accordance with article 8.2.
8.5 During installation, it is prohibited for the customer and the customer’s employees to operate or carry out any work on the machines until installation by FAVMachines has been fully completed. Non-compliance with this provision will result in loss of warranty.
8.6 If the customer fails to comply with the installation requirements and this leads to delays, additional costs or damage, FAVMachines is entitled to charge these costs in full to the customer.

8.7As confirmed during handover, the machines may only be put into operation after installation has been fully completed by FAVMachines and the acceptance report has been signed by the customer. Signing this report constitutes proof that the installation has been properly completed and that use by the customer and its employees is permitted from that moment.

9. Liability

9.1 The liability of FAVMachines is limited to repair or replacement of the delivered product or, at the discretion of FAVMachines, refund of the invoice value.
9.2 FAVMachines is not liable for consequential damage, lost profit, production loss or any other indirect damage.
9.3 FAVMachines is not liable for damage caused by improper use, installation by third parties or insufficient maintenance.
9.4 The total liability of FAVMachines is at all times limited to the invoice amount of the relevant delivery, unless FAVMachines’ insurer pays out a higher amount.
9.5 The customer indemnifies FAVMachines against any claim by third parties arising from or related to products or services delivered by FAVMachines.

10. Force Majeure

10.1 Force majeure means any circumstance beyond the control of FAVMachines as a result of which performance cannot reasonably be required, including but not limited to strikes, transport disruptions, shortages of raw materials or parts, pandemics and government measures.
10.2 In the event of force majeure, the obligations of FAVMachines are suspended for as long as the force majeure continues.
10.3 In the event of prolonged or permanent force majeure, FAVMachines is entitled to cancel the agreement in whole or in part without the customer being entitled to compensation.

11. Termination and Default

11.1 FAVMachines may terminate the agreement with immediate effect if the customer is in default of payment, is declared bankrupt, applies for suspension of payment, goes into liquidation, if assets of the customer are seized, or otherwise fails to fulfil its obligations.
11.2 In case of a change in control or shareholder structure of the customer that, in the opinion of FAVMachines, materially increases its risk, FAVMachines is also entitled to terminate the agreement.
11.3 In the case of rental or lease, FAVMachines is entitled to immediately reclaim the machine. The customer is obliged to provide full cooperation.
11.4 In the event of termination, FAVMachines reserves the right to claim damages.

12. Governing Law and Jurisdiction

12.1 All agreements are governed by Dutch law.
12.2 Disputes will be submitted exclusively to the competent court in Utrecht.

13. Subscriptions and IDS Software

13.1 The customer is obliged to pay subscription fees for IDS software in accordance with the current FAVMachines price list.
13.2 FAVMachines is entitled to adjust subscription fees due to increasing supplier licence costs, inflation, or changing market conditions.
13.3 Termination of a subscription must be made in writing only.
13.4 Termination implies that the customer’s IDS account and all data stored in the application will be permanently deleted.
13.5 The customer is prohibited from installing or using the delivered machines with any software other than IDS from ASD Systems, due to copyright protection and licence terms.
13.6 Reselling or providing machines to third parties for the purpose of connecting them to other software is strictly prohibited. In case of violation, FAVMachines reserves the right to take legal action and claim damages.

14. Right of Pledge and Right of Retention

14.1 On all goods which FAVMachines has or will obtain from the customer, a right of pledge is established in favour of FAVMachines, and FAVMachines shall have a right of retention pursuant to Article 3:290 Dutch Civil Code, as security for all claims which FAVMachines has or will obtain against the customer.

15. Services

15.1 In the event FAVMachines undertakes to perform services of a non-material nature (such as software configuration, consultancy or training), FAVMachines shall only be bound by an obligation of best efforts and not by an obligation of result.
15.2 FAVMachines therefore does not guarantee any specific result from such services and is not liable if the intended result is not achieved by the customer.

16. Assignment of Rights

16.1 The customer is not entitled to transfer its rights and/or obligations under an agreement with FAVMachines to a third party without the prior written consent of FAVMachines.

17. Validity

17.1 If any provision of these general terms and conditions proves to be null and void or unenforceable, the other provisions shall remain in full force and effect.

18. Governing Law

18.1 All agreements are governed by Dutch law.
18.2 Disputes will be submitted exclusively to the competent court in Utrecht.

19. Translations

19.1 These terms and conditions are also made available in the English language. In the event of any inconsistency between the Dutch and the English version, the Dutch version shall prevail.

20. Rental and Lease (Additional Provisions)

20.1 A rental or lease agreement has a fixed term, unless otherwise agreed in writing. Early termination is not possible, except with the written consent of FAVMachines and subject to a buyout arrangement.
20.2 At the end of the agreement, the equipment must be returned to FAVMachines in good condition and complete, unless a purchase option has been contractually agreed. Costs for transport, repair or missing parts will be charged to the customer.
20.3 In the event of late payment, FAVMachines is entitled to suspend services and reclaim the equipment without this giving rise to any refund or compensation.