General Terms and Conditions HDD Drilling B.V.  

Article 1 – Definitions / Terms

In these general terms and conditions, the following definitions apply:

Customer: The natural or legal person acting in the course of a profession or business who enters into an agreement with, or requests a quotation from, HDD Drilling Tools B.V.;

Consumer:  The natural person who does not act in the course of a trade, business, craft, or professional activity and who enters into an agreement with, or requests a quotation from, HDD Drilling Tools B.V.;

HDD Drilling Tools: HDD Drilling Tools B.V., registered in the Dutch trade register under number 96606193, hereinafter also referred to as the “Entrepreneur”;

Agreement: Any agreement concluded between HDD Drilling Tools and the Customer or Consumer, any amendments or additions thereto, as well as all (legal) acts resulting therefrom;

Product: Any item and/or service offered, to be delivered, or delivered by HDD Drilling Tools.

Article 2 – Applicability

1. These general terms and conditions apply to and form part of every offer and/or quotation made or issued by HDD Drilling Tools, all agreements concluded by HDD Drilling Tools, and any agreements resulting therefrom.
2. In the event of a conflict between a provision in the Agreement and a provision in these general terms and conditions, the provision in the Agreement shall prevail.
3. If one or more provisions of these general terms and conditions are at any time wholly or partially void or annulled, HDD Drilling Tools and the Customer shall consult to agree on a new provision to replace the void or annulled provision(s), taking into account the original intent as much as possible.
4. HDD Drilling Tools reserves the right to unilaterally amend these general terms and conditions.

 

Article 3 – Quotation

1. Every offer or quotation from HDD Drilling Tools is without obligation unless it specifies a term for acceptance.
2. If an offer is made under specific conditions, this will be explicitly stated.
3. If the Customer deviates from the offer or quotation in their response, an agreement will only be established if the modified order is accepted by HDD Drilling Tools or if the Customer still accepts the original offer within a reasonable time.
4. If the Customer provides HDD Drilling Tools with information (such as drawings or measurements), HDD Drilling Tools will base the quotation on this information and assume its accuracy.

 

Article 4 – Agreement

1. An agreement with a Customer is concluded as soon as (I) the Customer accepts an offer or quotation made by HDD Drilling Tools, (II) HDD Drilling Tools accepts an order from the Customer, or (III) an order provided by the Customer to HDD Drilling Tools is executed with the Customer’s knowledge.
2. The provisions in paragraph 1 of this article apply equally to the Consumer. The Consumer may cancel the agreement as long as the acceptance has not been confirmed by HDD Drilling Tools to the Consumer.
3. In the case of an oral order, the (written) confirmation by HDD Drilling Tools is deemed to correctly reflect the content of the agreement, unless the Customer immediately notifies HDD Drilling Tools of their objections to this representation of the agreement’s content

 

Article 5 – Price

1. The prices quoted by HDD Drilling Tools are exclusive of VAT and other government-imposed charges and are based on taxes, levies, wages, social security contributions, material and raw material prices, and other costs as of the date of the quotation.
2. If, as a result of unforeseeable circumstances, HDD Drilling Tools incurs additional costs, HDD Drilling Tools will inform the Customer in writing about these unforeseeable circumstances and the price increase(s) resulting from them. The Customer must notify HDD Drilling Tools in writing within 7 days of receiving this notice whether they wish to cancel the agreement or accept the additional costs. If no timely response is received, the Customer is deemed to have agreed to the additional costs.
3. The Customer is obligated to pay the costs resulting from the cost-increasing circumstances as described in paragraph 2, at HDD Drilling Tools’ discretion, at the time when:
   a. the price increase or additional costs occur;
   b. the principal amount is paid;
   c. the next agreed payment term.
4. The cost-increasing circumstances referred to in this article include, in any case, delays in execution that are at the Customer’s risk or that result from an incorrect order placed by the Customer.
5. Specifically for the Consumer, if a price increase occurs within 3 months of the conclusion of the Agreement, the Consumer has the right to cancel the Agreement if HDD Drilling Tools passes on the price increase.

 

Article 6 – Payment

1. Unless otherwise agreed in writing, the Customer is required to pay the amounts owed to HDD Drilling Tools within 30 days of the invoice date by crediting the specified bank account number provided by HDD Drilling Tools.
2. HDD Drilling Tools has the right to request advance payment from the Customer, and in the absence of such payment, HDD Drilling Tools will not proceed with delivery. The delivery time will commence upon receipt of the payment from the Customer by HDD Drilling Tools.
3. In the event of exceeding the payment term, the Customer will owe a late payment interest of 1% per month on the outstanding amount.
4. If the Customer fails to pay on time, HDD Drilling Tools is entitled to suspend its obligation to perform until the outstanding amount is fully paid. The Customer shall not have the right to suspend under any circumstances.
5.  If the Customer is in default with the (timely) performance of their obligations to HDD Drilling Tools, HDD Drilling Tools is entitled to reimbursement for extrajudicial costs by the Customer. These extrajudicial costs are calculated in accordance with Article 6:96 of the Dutch Civil Code, with the Customer owing twice the amount of extrajudicial costs as determined by the calculation in Article 6:96 of the Dutch Civil Code.
6. The provisions in paragraphs 1 and 3, and the first sentence of paragraph 5, are equally applicable to the Consumer.

 

Article 7 – Retention of Title

1. HDD Drilling Tools remains the owner of the delivered goods as long as the Customer has not fulfilled all obligations arising from agreements with HDD Drilling Tools, including payment of the agreed price, surcharges, interest, taxes, costs, and/or compensation. Claims arising from the failure to comply with the mentioned agreements, such as damages, penalties, interest, and costs, must also be settled.
2. Goods that are subject to the retention of title under paragraph 1 may not be resold, used as a means of payment, or encumbered by the Customer.
3. The Customer must always take all reasonable steps to secure the ownership rights of HDD Drilling Tools.
4. If third parties seize goods subject to the retention of title or wish to establish or assert rights over them, the Customer is obligated to immediately inform HDD Drilling Tools in writing.
5. The Customer grants unconditional and irrevocable prior consent to HDD Drilling Tools to enter (or have entered) any premises where the goods subject to the retention of title are located and to reclaim those goods. The costs incurred by HDD Drilling Tools in exercising the rights under this retention of title are the responsibility of the Customer, and HDD Drilling Tools is entitled to offset these costs against any amounts still owed by the Customer.
6. The provisions of this article are equally applicable to the Consumer.

 

Article 8 – Delivery and Execution

1. The place of delivery is the registered address of the Customer or any other address that the Customer has notified to HDD Drilling Tools
2. The Customer must ensure that the delivery location is easily accessible via an adequately navigable and accessible area and that there is sufficient space for delivery.
3. The expected delivery time is established in the agreement. This expected delivery time is determined based on the circumstances known to HDD Drilling Tools at that time. Delivery will take place no later than 30 days after the expected delivery date, unless a longer period has been agreed upon.
4. HDD Drilling Tools has the right to deliver in parts (partial deliveries), and the Customer is required to pay the invoices for these partial deliveries separately.
5. The Customer is obligated to accept the Products at the time specified by HDD Drilling Tools or as soon as the Products are made available. If the Customer does not take delivery on time and/or in full, the Customer will be required to pay storage costs (as mentioned in paragraph 6 of this article) and any further demonstrable damage and reasonable costs to HDD Drilling Tools
6. Products not taken or not taken on time will be stored by HDD Drilling Tools at the Customer’s expense and risk after 30 days, at a reasonable price.
7. The delivery can be suspended under the following circumstances, without HDD Drilling Tools being liable for damages to the Customer:
   a. In the event of unforeseeable circumstances;
   b. If there is a suspension of obligations by the supplier of HDD Drilling Tools;
   c. If the Customer has not (fully) fulfilled their obligations towards HDD Drilling Tools.
8. If the delivery of an ordered Product proves to be impossible, HDD Drilling Tools will, in consultation with the Customer, make efforts to provide a replacement Product.
9. The risk of damage and/or loss of Products rests with HDD Drilling Tools until the moment of delivery, unless expressly agreed otherwise.
10. If expressly agreed in writing, HDD Drilling Tools will also provide for the on-site assembly of the Products.
11. The Customer is responsible for the correct assembly and/or installation of the Products, with HDD Drilling Tools generally referring to its recommendations.

 

Article 9 – Right of Withdrawal (for Customers)

1. The Customer has the right to withdraw from the Agreement, in whole or in part, within 14 days of receiving the Product, provided that the Product is still in its original packaging and/or in the same condition as it was upon delivery.
2. Any shipping costs and other expenses will not be reimbursed by HDD Drilling Tools to the Customer.
3. Products that, by their nature, are irrevocably mixed with other products after delivery, and/or Products that have been made according to the Customer’s specifications, are not prefabricated, and are made based on an individual choice or decision of the Customer, are excluded from the right of withdrawal.

 

Article 10 – Right of Withdrawal (for Consumers in Distance Contracts)

1. Only in the case of a distance contract does the Consumer have the right to cancel the Agreement without providing any reason within 14 days. This period begins on the day after the Consumer receives the Product.
2. During the specified period, the Consumer will handle the Product and its packaging with care. The Consumer may unpack or use the Product only to the extent necessary to assess whether they wish to keep the Product, as they would be allowed to do in a store.
3. If the Consumer exercises their right of withdrawal, they must return the Product with all supplied accessories and – if reasonably possible – in its original condition and packaging, in accordance with the reasonable and clear instructions provided by HDD Drilling Tools. The product label must still be attached to the product and be readable. If a measurement report or certificate was provided, it must also be returned. The risk and the burden of proof for the proper and timely exercise of the right of withdrawal lie with the Consumer.
4. The Consumer is liable for any depreciation of the Product resulting from handling the Product in a manner exceeding what is allowed under paragraph
5. The Consumer is not liable for depreciation of the Product if HDD Drilling Tools has not provided all the legally required information about the right of withdrawal before or at the time of concluding the Agreement.
6.  If desired, the Consumer is obligated to notify HDD Drilling Tools of their intention to exercise the right of withdrawal within 14 days after receiving the Product, using the model withdrawal form or another clear method. HDD Drilling Tools will promptly send the Consumer an acknowledgment of receipt of this notification. The Consumer must then return the Product at their own cost within 14 days. The Consumer must prove that the returned items were sent in time, for example, by providing proof of shipment.
7. HDD Drilling Tools will reimburse the Consumer for the one-time shipping costs and the purchase price within 14 days following the day on which the Consumer notified HDD Drilling Tools of the withdrawal.
8. Products that, by their nature, are irrevocably mixed with other products after delivery and/or products that have been manufactured according to the specifications of the Consumer, are not prefabricated, and are made based on an individual choice or decision of the Consumer, are excluded from the right of withdrawal.

 

Article 11 – Complaints

1. The Customer must inspect the delivered goods within 24 hours for defects and to verify the correct quality and/or quantity.
2. The Customer can no longer claim defects in the Products or services of HDD Drilling Tools (including under warranty) if they have not filed a written complaint with HDD Drilling Tools within 14 days after the defect was discovered or reasonably should have been discovered.
3.  Any complaint does not suspend the payment obligation.
4. In the case of a complaint, the Customer remains fully obligated to accept and pay for any other Products ordered.
5. The provisions of this article also apply to the Consumer.

 

Article 12 – Conformity and Manufacturer’s Warranty

1. HDD Drilling Tools grants the Customer the manufacturer’s warranty on the sold Products and ensures that the Products will meet reasonable standards of quality and/or usability during this period.
2. The Customer is not entitled to warranty for defects that result from normal wear and tear, improper use, failure to perform maintenance, or modifications or repairs made by the Customer or third parties.
3. Any warranty becomes void if the Customer and/or a third party they have engaged uses the Product incorrectly or carelessly, performs work on it, or makes modifications.

 

Article 13 – Liability

1. HDD Drilling Tools is solely liable for damage suffered by the Customer that is a direct result of a defect in the Product and/or a breach of the agreement for which HDD Drilling Tools is at fault.
2. HDD Drilling Tools is not liable for damage that is (indirectly) caused by incorrect assembly of the Products.
3. HDD Drilling Tools is not liable for indirect damage, including lost profits, consequential damage, losses incurred, missed savings, and damage caused by business interruptions.
4. HDD Drilling Tools is not liable for any damage of any kind arising from relying on incorrect and/or incomplete information and data provided by or on behalf of the Customer, or if the data was not provided (on time). HDD Drilling Tools is also not liable for damage to Products caused by transport arranged by or on behalf of the Customer, for damage resulting from improper or careless use by the Customer, for damage resulting from use that is not in accordance with the intended purpose of the Products, and for damage caused by modifications made by the Customer.
5. HDD Drilling Tools’ liability for damage is always limited to the direct damage that is the direct result of a (series of) attributable shortcomings and to a maximum amount equal to the amount paid by HDD Drilling Tools’ liability insurer in the relevant case, plus the deductible amount borne by HDD Drilling Tools under that insurance.
6. If, for any reason, HDD Drilling Tools’ liability insurer does not pay out, the obligation to compensate for damage is limited to the amount specified in the Agreement. If the Agreement is divided into partial deliveries or parts, the total liability for damage is limited to the agreed price for the relevant partial delivery or part. If the agreement is concluded with multiple Customers, the limitation of liability of HDD Drilling Tools applies collectively to all involved customers. Any compensation owed by HDD Drilling Tools should be divided among the involved Customers.
7. The limitations of liability specified in this article do not apply if and to the extent that the damage is caused by intent or gross negligence by the Contractor or its senior management.
8. The provisions of this article apply mutatis mutandis to the Consumer.

 

Article 14 – Indemnity

1. The Customer indemnifies HDD Drilling Tools against any claims by third parties who suffer damage in connection with the execution of the Agreement, and whose cause is attributable to parties other than HDD Drilling Tools.
2. If HDD Drilling Tools is addressed by third parties as referred to in the previous paragraph, the Customer is obligated to assist HDD Drilling Tools both in and out of court and to promptly do everything expected of them in such a case. If the Customer fails to do so, HDD Drilling Tools, without prior notice of default, is entitled to take action themselves. All costs and damage incurred by HDD Drilling Tools and third parties as a result of this will be entirely at the expense and risk of the Customer.
3. The provisions of this article apply mutatis mutandis to the Consumer.

 

Article 15 – Force Majeure

1. If HDD Drilling Tools and/or the Customer is unable to fulfill one or more obligations under the agreement and/or these general terms and conditions, whether not at all, not on time, or not properly, due to force majeure as defined in Article 6:75 of the Dutch Civil Code, those obligations shall be suspended until the party is able to fulfill them in the agreed manner.
2. Force majeure, as defined in these general terms and conditions, includes, in addition to what is included by law and/or case law, any external causes, whether foreseen or unforeseen, that are beyond the control of HDD Drilling Tools and make the fulfillment of its obligations impossible or unreasonable.
3. HDD Drilling Tools also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after HDD Drilling Tools was required to fulfill its obligation.
4. If the situation described in the first or third paragraph lasts longer than thirty days, each party has the right to terminate the agreement, in whole or in part, immediately and in writing, without entitlement to any compensation.
5. If, at the onset of the force majeure situation, HDD Drilling Tools has already partially or fully fulfilled its obligations, the Customer is obliged to pay the invoice issued by HDD Drilling Tools for that portion as if it were a separate agreement.

 

Article 16 – Applicable Law and Disputes

1. Dutch law exclusively applies to agreements between HDD Drilling Tools and the Customer or the Consumer, even if a commitment is fully or partially executed abroad.
2. All disputes between HDD Drilling Tools and the Customer will be settled by the competent court of the location of HDD Drilling Tools B.V.
3. The Vienna Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and therefore does not apply to the Agreement.

 

HDD Drilling Tools B.V.

March 2025