B Industries B.V.
De Noord 27
6001 DA Weert, Netherlands

Article 1: Applicability

All legal relationships between B Industries B.V., hereinafter referred to as the supplier, and the counterparty are exclusively governed by these terms and conditions.
The customer agrees that their data will be processed by B Industries B.V. This data is used for executing the agreement between the parties and for internal commercial purposes (new products, customer satisfaction surveys, newsletters, etc.).
These general terms and conditions apply to all offers, quotations, agreements, and deliveries of B Industries unless expressly agreed otherwise in writing. The applicability of general terms and conditions of the buyer is explicitly rejected.

Article 2: Agreements and Offers

Agreements and any additions thereto are binding on the seller only after written confirmation or upon commencement of execution by the seller.
All offers are non-binding unless expressly stated otherwise and are based on information provided by or on behalf of the counterparty. Deviations are explicitly mentioned in the offer by the seller.
Drawings, specifications, and other documents related to an offer, order, or purchase agreement remain the property of B Industries. The associated intellectual property rights remain with the seller. These documents may not be disclosed, copied, used, imitated in whole or in part, or handed over to third parties without prior written consent from the seller. Likewise, any displayed technology may not be used to improve the counterparty’s own products. The counterparty is liable for damages incurred by the seller due to violations of this prohibition. These documents must be returned upon the seller’s first request.

Article 3: Prices

Prices provided by B Industries are based on cost-determining factors and are exclusively intended for Bentlon partners or distributors. These are export prices and may not be disclosed.
B Industries reserves the right to pass on any changes in cost-determining factors occurring after the offer or order confirmation, even if such cost-increasing circumstances were foreseeable at the time of the offer or order confirmation.
All prices are exclusive of VAT, import duties, transport costs, and other additional expenses unless otherwise agreed in writing.
Payments must always be made in advance unless otherwise agreed in writing. In case of late payment, the buyer is liable for statutory interest, and collection costs will be borne by the buyer.

Article 4: Delivery

The delivery term is stated in the order confirmation and is indicative unless otherwise agreed in writing. B Industries is not liable for delays due to force majeure or circumstances beyond its control. The risk of loss or damage transfers to the buyer once the goods leave the production facility in Weert.
The delivery period starts once the seller has confirmed acceptance of the order in writing, has received all necessary information and documents for execution, and the first advance payment (if applicable) has been received.
The delivery times provided by B Industries are always non-binding; reasonable delays do not entitle the counterparty to compensation, suspension, or dissolution of the agreement.
Delivery refers to the physical shipment of sold goods to the counterparty’s address. Placement within the counterparty’s premises is at their expense and risk.

Article 5: Cancellation

The counterparty must notify B Industries in writing of any cancellation. In case of cancellation, both parties will seek an appropriate alternative. If no suitable alternative is possible, as determined by B Industries, cancellation costs apply, set at 30% of the sale agreement or estimated based on actual losses incurred.
B Industries may also charge cancellation fees if it has reasons to believe that the counterparty cannot fulfill its obligations.

Article 6: Termination

B Industries may suspend its obligations or terminate the agreement if:
The counterparty fails to meet its obligations;
B Industries has reasonable grounds to believe that the counterparty cannot properly fulfill its obligations;
The agreed advance payment has not been made.
In case of termination, all claims of B Industries become immediately due. If the seller suspends its obligations, it retains all legal and contractual rights.
All legal and extrajudicial costs incurred by B Industries due to the counterparty’s non-compliance are borne by the counterparty.
If payment is not made within the agreed term, the counterparty owes 1% interest per month on the outstanding amount, plus a compensation of 10% on the overdue amount, with a minimum of €250.

Article 7: Force Majeure

Force majeure refers to any circumstance beyond B Industries’ control that prevents compliance with the agreement. In such cases, B Industries may suspend delivery or terminate the agreement without liability for damages.

Article 8: Retention of Ownership

B Industries retains ownership of goods until the counterparty has paid the full amount, including additional costs and any damages.
All intellectual property rights related to the goods remain the property of B Industries. The buyer may not reproduce or sell the goods under a different brand without written permission.

Article 9: Resale, Penalty Clause, and Audits

Until full payment is received, the counterparty may not resell, deliver, pledge, or transfer the goods.
Violation of this clause results in a penalty of twice the invoice amount, with a minimum of €2,500 per violation, without prejudice to B Industries’ right to claim further damages.
B Industries may conduct audits through an independent accountant to verify compliance with this clause.

Article 10: Liability

B Industries is only liable for direct damages caused by intent or gross negligence. The supplier is not liable for indirect damages, including lost profits, consequential damages, business interruption, personal injury, depreciation of goods, or any other damage resulting from its products, advice, services, or delays.
Total liability is limited to the amount paid by the insurance.

Article 11: Warranty

B Industries provides a 36-month warranty on delivered goods, excluding accessories. Defective goods within this period will be repaired, replaced, or reconstructed at B Industries’ discretion.
The warranty is void if repairs are made elsewhere or if goods are misused. Warranty claims require the purchase invoice and must be returned to Weert at the buyer’s expense.
The warranty never exceeds that provided by B Industries’ suppliers.

Article 12: Complaints

Complaints must be submitted in writing within 24 hours of receiving the shipment. Late complaints will not be processed.
Goods cannot be returned without prior approval from B Industries. Approval does not imply acknowledgment of the complaint. Returned items must be in their original packaging and are at the counterparty’s expense and risk.
If a complaint is justified, B Industries may replace, repair, or refund the product at its discretion.

Article 13: Governing Law – Disputes

All agreements are exclusively governed by Dutch law. The applicability of international sales laws is explicitly excluded.
Disputes will be settled by the competent court in Roermond unless the counterparty requests a legally competent alternative court within one month.

Article 14: Final Provisions

These terms are filed with the Chamber of Commerce in Roermond and take effect on January 16, 2025, replacing all previous terms.
These general terms can be reviewed with any offer or on our website www.bentlon.com.
If any provision is deemed invalid, the remaining provisions remain in force.
Date: 16-01-2025
Location: De Noord 27, 6001 DA Weert, Netherlands