General Terms and Conditions Telescopic Mast B.V.

Netherlands Chamber of Commerce: 68894163

Version September 2026

Article 1 Scope of these General Terms and Conditions

1.1. These General Terms and Conditions (the ‘Terms and Conditions’) apply to every offer from Telescopic Mast BV, referred to below as ‘Telescopic’, to the Buyer, and every contract between Telescopic and the Buyer.

1.2. Once the Buyer has contracted with Telescopic under these Terms and Conditions, or if the Buyer is otherwise familiar with these Terms and Conditions or can reasonably be expected to be familiar with them, then these Terms and Conditions shall also apply in full to subsequent contracts, even if a reference to these Terms and Conditions or a declaration of applicability thereof has not been expressly made at the time of the conclusion of the relevant contract.

1.3. In the event of any difference in meaning between different language versions of these Terms and Conditions, the Dutch text and explanation in accordance with Dutch law shall always prevail.

1.4. Telescopic expressly rejects the applicability of any other general terms and conditions (including purchasing conditions) or stipulations.

Article 2 Creation of a Contract

2.1. All offers made by Telescopic are subject to contract. Offers may therefore be revoked by Telescopic even immediately after the offer has been accepted by the Buyer.

2.2. There is no binding offer with the Buyer until Telescopic has accepted the Buyer’s order in writing or Telescopic executes the order placed.

Article 3 Prices, quantities and order documentation

3.1. The prices offered by Telescopic are in euros and exclude VAT, transport costs, import duties and other government levies, unless expressly agreed otherwise in writing.

3.2. The price offered shall be valid only for the specific order and the quantities offered therein.

3.3. Telescopic is not obliged to honour a contract at a stated price that is based on an apparent printing or typesetting error or is clearly not in line with the market.

3.4. Telescopic is entitled to increase prices, without the Buyer being entitled to terminate the contract, by the number of levies or increases in levies, such as excise duties and taxes, not yet known on the day the contract is concluded. These charges are to be paid by the Buyer as part of the price. Telescopic shall not be liable to pay compensation to the Buyer in the event of any increase.

3.5. Deviations from the agreed price up to a maximum of 10% of the price are considered reasonable, unless the Buyer demonstrates that it cannot reasonably be bound by such increase.

3.6. If an order stipulates a quantity different from the standard quantity used by Telescopic or a multiple thereof, Telescopic is free to supply the next higher quantity and the Buyer must pay for this.

3.7. The Buyer shall specify in writing at the time the order is placed, or at Telescopic’s first request, what data, specifications and documents are required by the regulations of the country in which delivery is to be made.

Article 4 Warranties

4.1. If goods are delivered by Telescopic with a warranty, the terms of the warranty and manufacturers and user instructions shall apply to the goods.

4.2. If the Buyer makes a valid claim under the warranty, Telescopic will at its own discretion choose either to repair or replace the goods.

4.3. A claim under a warranty cannot be made, inter alia:

1. until the Buyer has fulfilled all payment obligations;
2. if there is intent or gross negligence on the part of the Buyer or a third party;
3. if the manufacturers or user instructions have not been observed;
4. if changes have been made to the goods;
5. If there is normal wear and tear;
6. if the assembly or repair to the goods has been carried out by third parties without Telescopic’s written consent;
7. if the assembly or repair has been carried out on the goods by a third party and this does not comply with the applicable regulations, regardless of whether Telescopic has given written consent to the assembly or repair by a third party;
8. in the event of a negligible/small failure, as described in Article 8 of these Terms and Conditions;
9. if the cause of the defect is external to the goods.

4.4. The provisions of the preceding section shall be at the discretion of Telescopic or such expert as it engages (Notified Body).

Article 5 Delivery

5.1. Unless expressly agreed otherwise in writing, Telescopic will always deliver to the Buyer in accordance with Incoterm ex works (i.e. ‘from the factory’ / at Telescopic’s location) as referred to in the most recent version of Incoterms of the International Chamber of Commerce (ICC).

5.2. Unless expressly agreed otherwise in writing, the transport costs shall be borne by the Buyer. Delivery of the goods and the transfer of risk to the Buyer—including the risk of loss, theft, damage and other loss—shall take place when the goods are made available to the Buyer, ready for collection and not loaded onto the collecting vehicle, at Telescopic’s designated warehouse in the Netherlands, in accordance with the Incoterms® rule EXW (Ex Works).

5.3. Telescopic is entitled to make partial deliveries and invoice the Buyer for each partial delivery. To the exclusion of Article 73 of the Vienna Sales Convention, each delivery is to be regarded as a separate contract.

5.4. The delivery times indicated by the Telescopic are always approximate and are therefore not deadlines. Telescopic shall not be in default regarding delivery times until it has been given a legally valid notice of default and a further reasonable period in which to deliver.

5.5. Delay in delivery – for whatever reason – does not entitle the Buyer to suspend the performance of any of its obligations to Telescopic.

5.6. In the event of a delay in delivery due to a change of circumstances of whatever nature, the delivery period shall be extended by the duration of the delay. Delayed delivery shall not entitle the Buyer to rescind the contract or to claim compensation.

5.7. The Buyer must take delivery of the goods at the agreed times and place. If the Buyer does not take delivery at the agreed time or place or does not provide information or instructions necessary for delivery, the Buyer shall be in default, and the goods shall be deemed to have been delivered. Telescopic may then choose either:

1. to have the goods stored at the Buyer’s expense and risk and charge the Buyer for all costs incurred, including the full costs of the relevant insurance and (additional) transport costs, or alternatively charge the Buyer compensation of 15% of the invoice amount including VAT; or
2. to sell the goods at their market price – having regard to any decrease in value or decline in quality thereof – in which case the Buyer must pay Telescopic the outstanding amount of the purchase price, less any monies already received, plus storage costs, additional transport costs and costs of the relevant insurance.

Article 6 Force majeure

6.1. Force majeure on the part of Telescopic shall be deemed to exist where Telescopic is prevented from performing its obligations under the agreement due to a circumstance for which it cannot be held accountable within the meaning of Book 6 Article 75 of the Dutch Civil Code, and where such impediment is not attributable to Telescopic by virtue of the law, the contract or generally accepted standards. Force majeure includes, but is not limited to: war, threat of war, civil war, civil unrest, terrorism, natural disasters, fire, flooding, epidemics and pandemics, government measures, import and export restrictions, disruptions to energy or transport services, failure of essential equipment, strikes, illness or unavailability of employees essential to performance, and serious disruptions affecting suppliers or carriers, provided that, in the circumstances of the particular case, such events are reasonably beyond Telescopic’s control and their consequences could not have been prevented or mitigated despite reasonable measures. This list is not exhaustive.

6.2. Telescopic shall inform the Buyer in writing as soon as possible upon invoking force majeure, specifying the nature of the force majeure event, its expected duration and, insofar as reasonably possible, its consequences for the performance of the contract.

6.3. For the duration of the force majeure event, Telescopic’s delivery obligations and any other obligations directly affected thereby shall be suspended. If performance becomes permanently impossible, or if the force majeure event continues for more than three months, either Telescopic or the Buyer may, by written notice, terminate the contract in respect of the part not yet performed or rescind the contract in whole or in part, without any obligation to pay damages, except insofar as otherwise provided by Book 6 Article 277(1) in conjunction with Book 6 Article 75 of the Dutch Civil Code.

6.4. If Telescopic has already partially complied with its obligations prior to force majeure occurring or is able to partially comply with its obligations despite force majeure, it is entitled to separately invoice the part already delivered or the part that can be delivered and the Buyer must pay this invoice as if it were a separate contract. The Buyer must pay the relevant invoice as if it related to a separate contract, insofar as that part has independent value for the Buyer.

6.5. If and insofar as a force majeure event occurs, Telescopic shall not be liable for any loss arising solely from non-performance or delayed performance during the period of force majeure. This exclusion is without prejudice to the fact that reliance on this Article in any particular case is also subject to the limitations imposed by Book 6 Article 248(1) and Book 6 Article 2 of the Dutch Civil Code.

Article 7 Retention of title

7.1. The sale and delivery are subject to a comprehensive retention of title. Ownership of goods sold, delivered and to be delivered, including goods already paid for, is reserved until all claims – including interest and costs – of Telescopic against the Buyer under the purchase contracts and related services have been settled.

7.2. Until ownership of the delivered goods has passed to the Buyer, the Buyer may not pledge the goods, transfer ownership or grant third parties any other right of security for debts, loans or other financial arrangements. In the event of a breach of this provision, the purchase price becomes immediately payable in full.

7.3. The Buyer must:

1. properly store and secure the goods delivered under retention of title under the right conditions (such as but not limited to temperature, humidity, light, etc.) and insure and keep them insured against fire, explosion and water damage, and theft. make the said insurance policy and also the proof of payment of the premium thereof available for inspection by Telescopic on first request.
2. store the goods delivered under retention of title with due care and as recognisable property of Telescopic. In the event of a breach of this provision, the purchase price becomes immediately payable in full.
3. pledge all claims of the Buyer against the insurer in relation to the goods delivered under retention of title to Telescopic in accordance with Book 3 Article 239 of the Dutch Civil Code.
4. immediately inform Telescopic if third parties claim any rights in respect of the goods it has delivered to the Buyer and/or in the event Telescopic still has any amount to claim from the Buyer by virtue of the delivery of those goods. Telescopic shall in that case be entitled to immediately take possession of the relevant goods. In such a case, the Buyer shall be liable for all costs thereby incurred. Telescopic shall not be obliged to deliver these goods until it has been paid in full or adequate security has been provided in respect of its claim(s).

7.4. From the moment of delivery, the Buyer shall bear the risk of the goods being lost or damaged or their value reducing.

7.5. If the Buyer is late with payment or if there is good reason to believe that the Buyer will not pay or will pay late or is or is likely to be in payment difficulties, Telescopic is authorised to take possession of its property and sell it to third parties.

7.6. In the event that Telescopic claims the goods subject to retention of title as its property pursuant to section 1 of this article, the Buyer hereby unconditionally and irrevocably authorises Telescopic, or third parties to be appointed by Telescopic, to enter all those places where Telescopic’s property is located and to repossess those goods if the Buyer remains in default. If Telescopic is not granted access it may claim an immediately penalty of €1,000.00 for each day that the breach continues, without having to give the Buyer notice of default. The costs arising from exercising the retention of title by Telescopic are the liability of the Buyer.

7.7. If Telescopic claims goods as its property and recovers those goods, it will send the Buyer a credit note for those goods in the amount of the market value of the recovered goods at the time of recovery. The market value is in any case equal to the purchase price realised by private or public sale, as Telescopic may choose, and without prejudice to the right to other compensation.

7.8. If and insofar as the country of destination of the goods has more far-reaching options with regard to retention of title, those more far-reaching options shall apply.

Article 8 Monitoring, complaints, deficiencies

8.1. Upon delivery, the Buyer shall inspect the delivered goods for quantities, number of packages, weight, visible damage and any visible discrepancies compared with the order confirmation and the transport or delivery documents. Visible discrepancies shall, insofar as reasonably possible, be recorded on the delivery note or consignment note at the time of delivery and shall be reported to Telescopic in writing without delay.

8.2. The Buyer shall inspect the delivered goods within a reasonable period following delivery for both visible defects and defects that are not immediately apparent. The Buyer shall report defects that are not immediately apparent to Telescopic within a reasonable period after they have been discovered or reasonably ought to have been discovered, subject to the provisions of Book 7 Article 23(1) and Book 6 Article 89 of the Dutch Civil Code.

8.3. Any complaint shall be submitted in writing and in sufficient detail and shall include at least:

1. the item number or item description;
2. the invoice number or order number;
3. the nature of the alleged discrepancy or defect; and
4. insofar as reasonably available, supporting documentation, such as photographs, measurement data, transport documents or a quality report. The absence of one or more supporting documents shall not, in itself, result in the loss of any rights, provided that the complaint itself has been submitted in a timely manner and with sufficient clarity.

8.4. The Buyer must give Telescopic the opportunity to investigate the complaints on their merits. For the duration of such investigation, the Buyer shall, insofar as reasonably possible, keep the goods to which the complaint relates unaltered, identifiable and available for inspection. If, without reasonable grounds, the Buyer fails to provide sufficient cooperation with such investigation and Telescopic’s interests are thereby prejudiced, this may affect the assessment of the complaint.

8.5. The mere fact that the Buyer uses, modifies, processes, allows to mature, supplies onwards or resells the goods shall not automatically preclude the Buyer from relying on non-conformity. If, as a result thereof, it is no longer reasonably possible to investigate the nature, cause or extent of the complaint, the consequences thereof shall be for the Buyer’s account and risk.

8.6. Complaints concerning invoices shall be submitted to Telescopic in writing, stating the reasons for the complaint, within fourteen days of the invoice date. In the absence of a timely complaint, the invoice shall be deemed to have been approved, unless the Buyer demonstrates that the inaccuracy could not reasonably have been discovered earlier.

8.7. The delivered goods shall be deemed to conform to the contract if they comply with the specifications expressly agreed between the parties and with the statutory requirements applicable to the relevant goods at the time of delivery. Where relevant, such requirements may also include applicable product safety and conformity requirements under Regulation (EU) 2023/988, Regulation (EU) 2019/1020 and, where applicable, sector-specific European Union legislation such as Regulation (EU) 2024/3110 or Regulation (EU) 2011/1169..

8.8. If the Buyer imposes specific requirements on the goods to be delivered, including requirements relating to their use, processing, packaging, labelling, hygiene, operating environment or fitness for a particular purpose, such requirements shall apply only if the Buyer has communicated them to Telescopic in writing prior to or upon conclusion of the contract and Telescopic has expressly accepted them in writing. This corresponds to the particular purpose contemplated under the contract as referred to in Book 7 Article 17 of the Dutch Civil Code.

8.9. There shall be no deemed breach of performance where the deviation from the agreed performance is of minor significance and, taking into account the nature and intended purpose of the goods, the goods remain suitable for normal use and for the particular purpose expressly agreed upon. No fixed quantitative threshold shall apply as an independent criterion in this respect.

8.10. Goods may only be returned with Telescopic’s prior written consent. If Telescopic authorises the return of goods, such return shall be carried out in accordance with the reasonable instructions provided by Telescopic and shall, in principle, be at the Buyer’s expense and risk, unless the return results from a breach of performance acknowledged by Telescopic.

8.11. If the Buyer returns goods without prior written consent, Telescopic shall be entitled to refuse the returned goods, store them at the Buyer’s expense and risk, or return them to the Buyer. In such case, any reasonable costs of storage, handling and transport shall be paid by the Buyer.

8.12. If a complaint is justified, Telescopic shall be entitled, at its discretion and subject to Book 7 Article 21 of the Dutch Civil Code:

1. to deliver any missing goods or quantities;
2. to repair the delivered goods;
3. to replace the delivered goods; or
4. to apply a reasonable reduction in price. Insofar as rescission (ontbinding) or damages are concerned, the applicable statutory requirements and the liability provisions set out in these Terms and Conditions shall apply, including Book 6 Article 277 and book 6 Article 272 of the Dutch Civil Code.

8.13. Legal claims and defences supporting the assertion that the delivered goods do not conform to the contract shall become time-barred in twelve months (cross-reference article 10.10). Insofar as the parties, in a strictly B2B relationship, additionally wish to agree on a contractual time limit for bringing a legal claim, such time limit must afford the Buyer a genuine opportunity to exercise its rights and must not derogate from the requirement to act within a reasonable period or from the other circumstances of the case.

Article 9 Payment

9.1. The payment term is 30 days after the invoice date, unless expressly agreed otherwise in writing.

9.2. The term of payment (Article 9.1) is a deadline. If this is exceeded, the Buyer is immediately in default, without a demand or notice of default being required.

9.3. The Buyer is not permitted (even if it has a complaint):

1. to suspend payment in full or in part. Suspension by the Buyer is expressly excluded;
2. to set off. Set-off by the Buyer is expressly excluded.

9.4. From the moment of default, the Buyer shall owe:

1. interest of 1.5% per month on the total outstanding amount; a part of a calendar month is treated as a whole calendar month;
2. extrajudicial collection costs, which are set at a minimum of 15% of the amount due including VAT, or € 500.00 excluding VAT, whichever is more, without prejudice to Telescopic’s right to compensation for further loss;
3. all judicial costs incurred by Telescopic in order to enforce compliance with the Buyer’s obligations. This includes in any case all costs incurred by its legal representative, as an exception to the fixed-rate compensation system laid down by law. Judicial costs also include the costs of filing for bankruptcy as a means of collection.

9.5. Payments made by the Buyer after transfer to an external collection party by Telescopic shall always first be applied to reduce costs due, then interest falling due and then invoices. This is irrespective of the notification/ payment reference that stipulates with the payment.

9.6. All claims of Telescopic are immediately due and payable and the Buyer is immediately in default in the following cases:

1. the Buyer fails to comply, in time or properly, with any of the obligations under any contract with Telescopic, or any related, prior, or subsequent contract;
2. the Buyer has applied for or intends to apply for a moratorium or has been granted a moratorium;
3. a petition for bankruptcy is filed by the Buyer or against the Buyer, the Buyer or a third party intends to file a petition for bankruptcy or the Buyer is declared bankrupt;
4. Telescopic otherwise has reasonable doubts about the Buyer’s ability to pay, as a result of which the Buyer is unable to meet its obligations, at Telescopic’s discretion;
5. an application under the Natural Persons Debt Rescheduling Act (WSNP) has been filed by the Buyer or the WSNP is declared applicable to the Buyer;
6. an attachment order (pre-judgment or post judgment) is obtained by a third party against the Buyer;
7. a legal entity Buyer is dissolved and liquidated or in the case of a natural person the Buyer dies or is no longer able to conduct their business.

9.7. In any situation, including but not limited to, situations a to g, Telescopic shall be entitled to suspend delivery of the goods until the Buyer has provided payment in advance or adequate (additional) security for claims and/or payment for the goods to be delivered. The Buyer shall pay in advance or provide proper (additional) security at Telescopic’s first request.

9.8. Once the Buyer has fulfilled its obligations and/or provided sufficient security, Telescopic shall determine the new delivery time which, taking into account the possibilities then existing in Telescopic’s business and/or in the business of Telescopic’s suppliers, is required to deliver or process the goods.

9.9. If the Buyer fails to provide payment or (additional) security, Telescopic may store the goods in accordance with Article 5.7(a) or sell them in accordance with Article 5.7(b). Telescopic is not liable to compensate the Buyer as a result of this non-delivery.

Article 10 Liability

10.1 Telescopic shall only be liable for loss or damage that is the direct result of a breach of performance of the contract attributable to Telescopic. Any liability on the part of Telescopic for indirect loss, consequential loss and any other loss or damage referred to in section 10.4 is excluded, except in the event of wilful misconduct or deliberate recklessness on the part of Telescopic’s senior management or executives forming part of its board or management.

10.2 For the purposes of this article, “loss or damage” means any loss or damage for which Telescopic may be liable under Dutch law, whether on a contractual or non-contractual basis. This article shall also apply to claims based on breach of contract, tort or any other legal basis relating to the supply of goods by Telescopic.

10.3 Telescopic shall not be liable for any loss, damage or defects arising wholly or partly from:

1. deviations of a non-material nature, including minor deviations in weight, dimensions, colour, finish or appearance;
2. improper storage, handling, packaging, loading, repackaging or transport of the goods after the risk has passed to the Buyer;
3. damage to coatings, protective layers or other surfaces during transport, loading, repackaging or processing;
4. modification, processing, improper installation, incorrect or inadequate maintenance, improper use or use contrary to the applicable operating or maintenance instructions;
5. excessive storage periods of the goods by or on behalf of the Buyer;
6. intentional or improper use, negligence or misuse by the Buyer or third parties;
7. delays in transport or customs clearance;
8. complaints relating exclusively to a deviation of minor significance as referred to in Article 8 of these Terms and Conditions.

10.4 Telescopic is not liable for:

1. loss of profit, loss of revenue, loss of anticipated savings, loss of production, losses resulting from business interruption, loss of goodwill and other indirect or consequential loss;
2. labour costs, travel and accommodation expenses, internal costs, remediation costs, repair costs, transport costs, penalties and interest charges;
3. loss or damage suffered by the Buyer’s employees or by third parties engaged by or on behalf of the Buyer;
4. personal injury or loss resulting from death, unless and insofar as the exclusion thereof is legally unenforceable in the circumstances of the case.

10.5 If and insofar as Telescopic is liable notwithstanding the foregoing, its total liability per event or series of related events shall be limited to the lower of the following amounts:

1. the amount paid out under Telescopic’s liability insurance in the relevant case, increased by the applicable deductible; or
2. 50% of the net invoice value of the goods to which the liability relates, subject to a maximum of €25,000.

10.6 Telescopic shall at all times be entitled, at its discretion, to mitigate the loss or damage by repairing or replacing the goods to which the liability relates, or by issuing a credit up to the amount referred to in section 10.5. The Buyer shall provide Telescopic with a reasonable period within which to do so.

10.7 The Buyer shall notify Telescopic in writing without undue delay of any alleged loss, breach of performance or defect, stating the grounds thereof and providing all relevant information, documentation and, where appropriate, photographic evidence. The Buyer shall provide Telescopic with a reasonable opportunity to investigate the alleged loss, damage or defect.

10.8 Telescopic shall be entitled to appoint an independent expert to assess the alleged loss, damage or defect. The Buyer shall always provide all reasonable cooperation in a timely manner. The findings of such expert shall not constitute a binding determination, unless the parties expressly agree otherwise in writing.

10.9 Insofar as the loss or damage is covered by the carrier’s insurance or by a warranty provided by Telescopic, the Buyer shall expressly notify Telescopic thereof in writing at the same time as submitting its claim. Telescopic shall subsequently process such request with reasonable diligence. In the event of a warranty claim, the provisions of Articles 4 and 8 of these Terms and Conditions shall also apply.

10.10 No legal claim for damages shall become time-barred or lapse earlier than is permitted under mandatory law. Insofar as a contractual limitation of the applicable period is permitted, legal proceedings must be commenced no later than twelve months after the timely written complaint referred to in Article 8.13.

10.11 The Buyer shall indemnify Telescopic against any third-party claim arising from:

1. the use, processing, installation, modification or onward supply of the goods by or on behalf of the Buyer;
2. the Buyer’s failure to comply with applicable laws and regulations, operating instructions or instructions issued by Telescopic;
3. representations, warranties or commitments made by the Buyer to third parties that exceed the scope of the contract with Telescopic. This indemnity shall not apply insofar as the claim is the direct result of deliberate act or gross negligence on the part of Telescopic.

10.12 In the event of a warranty claim or an investigation into a defect, the Buyer shall, insofar as reasonably possible, return the relevant goods or parts thereof undamaged and in their original packaging, in accordance with the reasonable instructions provided by Telescopic.

Article 11 Intellectual property rights

11.1 The Buyer shall not infringe any copyright, database right, design right, trademark right, patent right, trade name right or any other intellectual, industrial or comparable proprietary right belonging to Telescopic or its licensors, nor infringe or use without authorisation any confidential business information and trade secrets, including trade secrets within the meaning of applicable legislation on the protection of trade secrets, relating to any goods, products, drawings, calculations, designs, models, moulds, forms, tools, samples, quotations, technical documentation, commercial information and any other materials or data supplied or made available by Telescopic to the Buyer in connection with the offer, the contract or the performance thereof.

11.2 All goods, materials, data and information referred to in Article 11.1 shall remain the exclusive property of Telescopic or its licensors, even where the Buyer has been charged costs in respect thereof, unless expressly agreed otherwise in writing.

11.3 Unless otherwise agreed in writing, the Buyer shall not, either directly or indirectly, whether itself or through third parties:

1. remove, obscure, alter or circumvent, or cause the removal, obscuring, alteration or circumvention of, any trademark, trade name, logo, serial number, confidentiality marking or other indication of origin or ownership appearing on or in the goods or any accompanying materials;
2. reproduce, disclose, distribute, copy, adapt, modify, translate or otherwise use, in whole or in part, the goods, materials, data or information referred to in Article 11.1, except insofar as strictly necessary for the normal and agreed use of the goods;
3. use the goods, materials, data or information referred to in Article 11.1 for the benefit of third parties or make them available to third parties without Telescopic’s prior written consent.
4. This restriction shall not prevent the Buyer from making available to an end user or bona fide reseller the goods, operating instructions, safety information, technical specifications and other materials strictly necessary for Authorized Resale and the lawful use, installation, maintenance or operation of the goods or the Platform, as permitted under Article 16.7.

11.4 If the Buyer becomes aware of any actual or threatened infringement, unauthorised use or other unauthorised exploitation by third parties of the rights or information referred to in this Article, the Buyer shall notify Telescopic thereof in writing without delay. At Telescopic’s first request, the Buyer shall provide all relevant information and render all reasonable assistance necessary for the protection or enforcement of Telescopic’s rights.

11.5 If Telescopic manufactures, engages others to manufacture, or processes or supplies goods on the basis of drawings, designs, models, instructions, specifications or other information provided by or on behalf of the Buyer, the Buyer warrants that the use thereof does not infringe any third-party rights. The Buyer shall fully indemnify Telescopic against all third-party claims and any resulting loss, damage, costs and expenses, including reasonable legal fees, arising out of or in connection with any alleged or actual infringement of any intellectual or industrial property right or any comparable right.

11.6 If Telescopic reasonably suspects or determines that the manufacture, offering or supply of goods infringes or may infringe third-party rights, Telescopic shall be entitled, without further notice of default and without incurring any liability for damages, to suspend performance of the contract, discontinue the manufacture and/or supply of the relevant goods, or rescind or terminate the contract in whole or in part with immediate effect by written notice. If and insofar as such circumstance is attributable to the Buyer, the Buyer shall fully compensate Telescopic for all resulting loss, damage and costs, including loss of profit and reasonable legal fees.

11.7 For the purposes of this article, “Confidential Information” means all technical, commercial, operational and other information relating to Telescopic, its business, products, manufacturing methods, designs, drawings, calculations, specifications, suppliers, prices, margins, quotations, customers, business processes, know-how and trade secrets, in whatever form, whether disclosed or otherwise made known orally, in writing, digitally, visually or by any other means, irrespective of whether such information is marked as confidential, insofar as the Buyer, having regard to the nature of the information or the circumstances of its disclosure, should reasonably understand that such information is confidential.

“Confidential Information” shall not include information that the Buyer demonstrates:

1. was already lawfully in its possession prior to its disclosure by Telescopic;
2. is publicly known or has entered the public domain other than through a breach of any obligation owed to Telescopic;
3. was lawfully obtained from a third party without any obligation of confidentiality;
4. or was independently developed without the use of Telescopic’s Confidential Information.

The Buyer shall keep all Confidential Information strictly confidential, use it solely for the performance of the contract and the normal agreed use of the goods, and disclose it only to employees or professional advisers insofar as such disclosure is necessary for those purposes and provided that such persons are bound by equivalent confidentiality obligations.

11.8 The Buyer acknowledges that the goods supplied by Telescopic and the accompanying materials may embody or contain Telescopic’s proprietary know-how, technical solutions, design features and commercial information. Except insofar as otherwise provided by mandatory law or where Telescopic has given its prior written consent, the Buyer shall not, directly or indirectly:

1. copy or reproduce the goods or accompanying materials, except insofar as strictly necessary for the internal use, installation, maintenance or operation of the goods;
2. reverse engineer, disassemble, decompile or analyse the goods, or otherwise attempt to ascertain their composition, structure, manufacturing method or technical operation, insofar as such activities relate to Telescopic’s non-public know-how or Confidential Information;
3. use the goods, samples, drawings, specifications or other materials provided by Telescopic as a basis for the manufacture, procurement or development of, or the commissioning of the manufacture of, competing or substantially similar products;
4. engage third parties to manufacture or develop goods on the basis of Telescopic’s Confidential Information or non-public product information;
5. remove or circumvent, or cause the circumvention of, any technical, contractual or practical protective measures implemented by Telescopic in relation to the goods, Confidential Information or supply chain.

11.9 Subject to Article 16.7 (Authorized Resale), the Buyer shall use the goods, accompanying documentation and Confidential Information solely for the purpose expressly agreed between the parties. For the avoidance of doubt, the agreed purpose includes the offering, advertising, marketing, sale, resale, distribution, installation, maintenance and lawful use of genuine goods and the Platform in accordance with Article 16.7.

Without Telescopic’s prior written consent, and subject to the rights expressly granted under Article 16.7, the Buyer shall not:

1. use the goods or accompanying materials for product replication, benchmarking for the purpose of competitive development, or the development of substitute or competing products;
2. make the goods, drawings, specifications or Confidential Information available to third parties for research, testing, production or sourcing purposes unrelated to the agreed use of the goods;
3. use Telescopic’s quotations, technical specifications or product concepts to solicit competing quotations for substantially similar custom-made products.

11.10 During the term of the contract and for a period of 24 months thereafter, the Buyer shall not use Confidential Information obtained through Telescopic to approach, engage or enter into a contract, directly or indirectly, with any supplier, manufacturer or other business relation of Telescopic for the procurement, manufacture or commissioning of the manufacture of products that compete with or are substantially similar to the goods supplied by Telescopic, where such supplier, manufacturer or business relation:

1. was introduced to the Buyer by Telescopic; or
2. became known to the Buyer exclusively or primarily through Telescopic’s Confidential Information.

This prohibition shall not apply if the Buyer demonstrates that:

1. prior to disclosure by Telescopic, the Buyer already had an existing commercial relationship with the relevant party; or
2. the identity and role of that party within the supply chain were already publicly known or were independently ascertained without the use of Telescopic’s Confidential Information.

11.11 Upon Telescopic’s first written request and, in any event, upon termination (opzegging), rescission (ontbinding) or completion of the contract, the Buyer shall without undue delay:

1. return to Telescopic, or at Telescopic’s discretion destroy, all drawings, specifications, samples, documents, data carriers and other materials containing or reflecting Confidential Information;
2. cease all use of Confidential Information, except insofar as its retention is required under mandatory law or is reasonably necessary for evidentiary or compliance purposes;
3. upon request, confirm in writing, by means of a statement signed by an authorised representative, that the obligations set out in this article have been complied with.

If Telescopic has reasonable grounds to suspect a breach of this article, Telescopic shall be entitled to request reasonable supporting information demonstrating compliance, provided that such request does not unreasonably disrupt the Buyer’s business operations and does not extend beyond what is necessary to verify compliance.

11.12 If the Buyer acts in breach of this Article 11, the Buyer shall, without any notice of default being required, forfeit to Telescopic an immediately due and payable contractual penalty of EUR 25,000 for each breach, increased by EUR 2,500 for each day or part of a day during which the breach continues, subject to a maximum of EUR 250,000 per contractual relationship, without prejudice to Telescopic’s right to demand performance, seek interim or final injunctive or other relief, and claim full compensation insofar as the loss or damage suffered exceeds the amount of the contractual penalty.

Article 12 Termination (opzegging en ontbinding) of contract

12.1. Unless the parties have expressly agreed otherwise in writing, each order accepted by Telescopic or each partial delivery shall constitute a separate contract. The mere fact that the parties enter into multiple agreements or that their legal relationship continues for a certain period of time shall not, in itself, mean that such relationship constitutes one continuing performance contract.

12.2. If the parties are, however, engaged in a continuing performance contract, such contract may, unless otherwise agreed in writing, be terminated by written notice subject to a notice period of three months, ending on the last business day of a calendar month. Where warranted by the nature and content of the contract or the circumstances of the case, the requirements of reasonableness and fairness may entail that termination (opzegging) requires compelling grounds, a longer notice period or reasonable compensation.

12.3. If the Buyer fails to perform its obligations under any contract with Telescopic, Telescopic shall be entitled to suspend performance of its obligations under that agreement and under any other contracts sufficiently connected therewith, in whole or in part, insofar as such failure justifies the suspension. If, after conclusion of the contract, Telescopic becomes aware of circumstances providing reasonable grounds to fear that the Buyer will fail to perform its obligations, Telescopic shall also be entitled to suspend performance in accordance with Book 6 Article 263 of the Dutch Civil Code.

12.4. If the Buyer fails to perform its obligations under a contract and performance is not permanently impossible, Telescopic shall be entitled to rescind the contract in whole or in part once the Buyer is in default, unless, in view of its particular nature or minor significance, the failure does not justify rescission (ontbinding) and its consequences. Rescission (ontbinding) shall take effect by means of a written declaration by Telescopic or pursuant to a court judgment.

12.5. In the event of rescission (ontbinding) due to a failure attributable to the Buyer, the Buyer must compensate Telescopic for the resulting loss or damage accordingly. If Telescopic’s loss or damage cannot readily be determined, the following shall apply as liquidated damages:

1. recission (ontbinding) before delivery: 30% of the net agreed price;
2. rescission (ontbinding) after delivery or after the goods have been made ready for delivery: 50% of the net agreed price. These fixed-rate damages are intended to compensate, inter alia, for internal costs, handling costs, storage costs, sales costs and loss of margin, unless Telescopic demonstrates that its actual loss or damage is higher, in which case Telescopic shall be entitled to compensation for its actual loss or damage, less the liquidated damages already due.

12.6. If, at the Buyer’s request, Telescopic agrees to terminate the contract otherwise than on the grounds of a failure attributable to Telescopic, the Buyer shall likewise be liable for the fixed-rate damages referred to in Article 12.5, unless the parties agree otherwise in writing.

Article 13 Recall provision

13.1. If Telescopic considers it necessary, for any reason, to initiate a product recall, the Buyer must, subject to an immediately due and payable contractual penalty in the event of non-compliance, cooperate with all measures that Telescopic considers necessary to mitigate loss or damage.

13.2. If the Buyer discovers that the items delivered may or do require a product recall, the Buyer shall contact Telescopic immediately.

13.3. If the Buyer fails to comply with the obligations under this article, it shall owe an immediately payable penalty of € 5,000, plus a penalty of € 1,000 per day for each day that the breach continues, without prejudice to the right of Telescopic to compensation for the full amount of its loss.

Article 14 Disputes and applicable law

14.1. Contracts between the parties are governed by Dutch law.

14.2. Any dispute related to and/or arising from the contract shall be settled exclusively by the Court of Oost-Brabant for the district of ‘s-Hertogenbosch, unless any provisions of mandatory law dictate otherwise.

Article 15 Export Control and Sanctions Compliance

15.1. The Buyer acknowledges that the goods, components, documentation and related technical data supplied by Telescopic may be subject to applicable export control, sanctions and embargo laws and regulations, including those of the European Union, the United Nations insofar as implemented or otherwise applicable, and the laws and regulations of the Netherlands, as well as any other export control or sanctions regime applicable to Telescopic, the Buyer, the goods, their destination, the end user or the end use (hereinafter collectively referred to as the “Export Regulations”).

15.2. The Buyer shall be solely and fully responsible for compliance with all applicable Export Regulations in connection with the import, export, re-export, transfer, onward supply, storage, use and making available of the goods supplied by Telescopic. The Buyer shall not, directly or indirectly:

1. export, re-export, transfer or make the goods available to any person, entity or organisation included on any sanctions list applicable to the transaction;
2. export, re-export, transfer or make the goods available to any country, destination or end user subject to a prohibition, restriction or licensing requirement unless all applicable requirements have been fully satisfied;
3. use or cause the goods to be used for any end use or by any end user subject to a prohibition, restriction or licensing requirement under the Export Regulations; or
4. use the goods in any manner that would cause Telescopic to act in breach of any applicable Export Regulations.

15.3. The Buyer warrants to Telescopic that, both at the time the contract is entered into and throughout its term, the Buyer:

1. is not included on any sanctions list applicable to the agreement or the supply of the goods;
2. shall use, supply onwards, transfer and otherwise make the goods available solely in accordance with the agreed destination and agreed use, insofar as such use and destination have been disclosed to Telescopic;
3. shall, at Telescopic’s first request, provide all information, documentation and cooperation that Telescopic reasonably considers necessary to verify compliance with the Export Regulations, including information concerning the ultimate destination, end user and end use; and
4. shall notify Telescopic in writing without undue delay as soon as any circumstances arise or threaten to arise that could result in a breach of the Export Regulations in connection with the goods.

15.4. Telescopic shall be entitled, without incurring any liability for damages and without being obliged to continue performance of the contract, to refuse an order, suspend delivery, impose additional conditions, require advance payment or additional security, or terminate or rescind the contract in whole or in part with immediate effect by written notice if, in Telescopic’s reasonable judgement:

1. performance of the contract is or may be in breach of the Export Regulations;
2. performance of the contract exposes or may expose Telescopic to the risk of a breach of the Export Regulations; or
3. the Buyer fails to provide, in full or in a timely manner, the information or cooperation requested by Telescopic that is reasonably necessary for compliance purposes.

15.5. If any licence, exemption, registration or other governmental approval is required for the supply, export, re-export, transfer or use of the goods, the Buyer shall be responsible for ensuring that all obligations incumbent upon it are complied with fully and in a timely manner. Telescopic shall not be liable for any delay, suspension, non-delivery or termination (beëindiging) of the contract insofar as this relates to the assessment, refusal, withdrawal, restriction or delay of any such licence or approval.

15.6. The Buyer shall fully indemnify Telescopic against all third-party claims, administrative or criminal enforcement measures, fines, penalties, damages, losses, costs and expenses, including reasonable legal fees, arising out of or in connection with any breach of this article or the Export Regulations by the Buyer, its customers, end users or any other third parties to whom the Buyer has directly or indirectly supplied, transferred or otherwise made the goods available.

Article 16 Integration by the Buyer

16.1. Unless expressly agreed otherwise in writing, Telescopic supplies exclusively the mechanical platform consisting of a steel housing and a telescopic mast (the “Platform”). The Platform is supplied as a standalone mechanical product. Telescopic does not supply an integrated end system and shall not be responsible for the selection, compatibility, integration, connection, assembly, installation, programming, configuration, calibration, commissioning, certification, regulatory compliance or operation of any equipment, software, control systems, wiring, power supply or other components and systems installed on, attached to or incorporated into the Platform, or connected thereto, by or on behalf of the Buyer (collectively referred to below as the “Buyer Integration”).

16.2. The Buyer shall be solely and fully responsible for:

1. the selection, suitability, technical compatibility and intended application of the Buyer Integration in combination with the Platform;
2. the proper, safe and professionally competent assembly, installation, connection, integration, adjustment, testing and commissioning of the Buyer Integration, irrespective of whether such activities are carried out by the Buyer or by a third party engaged by the Buyer;
3. compliance with all applicable laws and regulations, standards, certification requirements, safety regulations and restrictions on use relating to the Buyer Integration and the integrated system as a whole; and
4. the use of the integrated system and any consequences thereof for persons, property and the surrounding environment.

16.3. Without prejudice to Articles 4 and 10 of these Terms and Conditions, Telescopic shall not be liable for any loss or damage, failure to perform, malfunction, non-conformity, unsafe condition or reduced performance arising wholly or partly from:

1. the Buyer Integration, irrespective of whether it was carried out by the Buyer itself or by a third party engaged by the Buyer;
2. incompatibility between the Platform and any equipment, software, systems or components selected or used by the Buyer;
3. overloading, structural or constructional modification, improper use or any other alteration of the Platform resulting from the Buyer Integration;
4. failure by the Buyer or third parties to comply with specifications, load limits, operating instructions, safety regulations, assembly instructions or other technical conditions provided by Telescopic; or
5. errors or defects in the design, installation, integration, operation or maintenance of the integrated system as a whole.

16.4. If the Buyer modifies, alters or integrates the Platform, or has the Platform modified or altered, in a manner that has not been expressly approved in writing by Telescopic in advance, any warranty claim by the Buyer shall lapse insofar as it relates to parts, functions, performance or characteristics of the Platform that have been or may have been affected by such modification, alteration or integration, without prejudice to the provisions of Article 4 concerning warranty exclusions in the event of modifications, assembly or repairs carried out by third parties.

16.5. The Buyer shall fully indemnify Telescopic against all third-party claims, loss, damage, costs and expenses, including reasonable legal fees, relating to or arising from the Buyer Integration or from the use, operation or making available of the integrated system, including claims relating to personal injury, property damage, product liability, tort or breach of applicable laws and regulations, unless and insofar as the relevant claim is the direct result of a failure attributable to Telescopic that relates exclusively to the Platform itself as supplied by Telescopic.

16.6. If the Buyer resells, supplies, rents out, leases, provides for use or otherwise makes the Platform available, rents out, leases, provides for use or otherwise makes the Platform available to an end user or third party, the Buyer must inform such end user or third party, in a timely and comprehensive manner and in writing, of the applicable operating limits, technical specifications, load limits, warnings, safety regulations and other relevant instructions relating to the Platform and, where relevant, the integrated system. The Buyer shall furthermore ensure that such end user or third party complies with those obligations which, by their nature, are intended under these Terms and Conditions to apply to the use of the Platform. The obligations in this Article 16.6 apply without prejudice to the Buyer’s right to carry out Authorized Resale in accordance with Article 16.7.

16.7. Notwithstanding Articles 11.3, 11.9 and 16.6, the Buyer may offer, advertise, sell, resell, distribute, install, maintain or otherwise make genuine Products and the Platform available to end users, business customers and bona fide resellers without Telescopic’s prior written consent, provided that the Products and the Platform have been lawfully acquired, remain genuine and unaltered, and are supplied in accordance with applicable laws, safety requirements and Telescopic’s written instructions.

The Buyer may use Telescopic’s trademarks, trade names, logos, product information, drawings and documentation only to the extent reasonably necessary for the authorized resale, installation, operation, maintenance and safe use of the genuine Products and the Platform. The Buyer shall not remove or alter any identification, safety or conformity marking, reproduce or modify the Products or Platform, disclose Confidential Information, or use Telescopic’s materials for product replication or the development of competing products.

The Buyer shall provide each end user or third party with the applicable operating limits, technical specifications, load limits, warnings, safety regulations and other instructions relating to the Products and the Platform, as required under Article 16.6. The Buyer shall not give warranties or make representations on behalf of Telescopic beyond those expressly approved by Telescopic in writing. Nothing in Articles 11.3, 11.9 or 16.6 shall be interpreted as prohibiting the lawful resale of genuine Products or the Platform, restricting passive sales, imposing resale prices or preventing effective internet sales. Telescopic may impose reasonable, objective, proportionate and non-discriminatory requirements concerning safety, traceability, storage, installation, servicing and brand presentation. In case of conflict, this Article 16.7 prevails solely to the extent necessary to permit Authorized Resale.

16.8. Insofar as the Buyer uses drawings, specifications, technical data, product information or other materials provided by Telescopic for the Buyer Integration, the provisions of Article 11 shall continue to apply thereto in full. No statement, technical guidance or informal assistance provided by Telescopic in relation to the Buyer Integration shall be construed as an acceptance of responsibility for the integrated system, unless Telescopic has expressly confirmed such acceptance in writing.

Buyer’s name:

Legally represented by:

Signature:

Date: