1. Definitions

General Terms & Conditions: The Sellers presented general terms and conditions.

Seller: The Dutch private limited company OEM Global Solutions BV, including all of its subsidiary entities.

Buyer: The natural or legal person with whom the Seller contracts or intends to contract.

Quotation: A written offer from the Seller to the Buyer to enter into an Agreement.

Agreement: Any agreement concluded between the Seller and the Buyer, any amendment or addition thereto to the delivery of goods or services by the Seller to the Buyer.

2. Applicability

2.1 These General Terms & Conditions apply to every request, Quotation and (follow-up) Agreement - in whatever form – between Seller and Buyer.

2.2 Deviations from these General Terms & Conditions are only valid if they have been expressly agreed in writing by the parties. In that case, the expressly agreed deviating provisions will prevail. If either party deviates from these General Terms & Conditions in one or more mutual Agreements, this deviation will not also apply to earlier or later Agreements between Seller and Buyer.

2.3 Failure by Seller to require strict compliance with the General Terms & Conditions does not constitute a waiver of the General Term & Conditions.

2.4 Seller has the right at all times to amend these General Term & Conditions, whereby it must observe a reasonable notice period towards Buyer. These amendments will not be applicable to orders or agreements that have been concluded before Seller has given notice to Buyer of proposed amendment.

2.5 If one or more of the provisions of these General Terms & Conditions should prove to be non-binding, the other provisions of these General Terms & Conditions will remain in force and the parties will consult in order to agree a replacement provision that is in line with the intention that the parties had when drawing up the null and void or nullified clause.

3. Conclusion of Contracts

3.1 When Buyer requests Seller to offer a Quotation for goods or services to be delivered, Buyer will state the technical specification, desired quantities, production process description, Bill of Material (BOM), delivery time (Planning), delivery address and Incoterm.

3.2 A Quotation offered by Seller to Buyer is valid for 4 weeks unless stipulated differently in the Quotation. The request for Quotation from Buyer is without obligation for any party.

3.3 Buyer will, before acceptance of Seller’s Quotation, provide Seller with a final Planning. Seller holds the right to revise the Quotation if requested Planning deviates from previously shared Planning.

3.4 Once the delivery dates in the Planning are mutually confirmed between Seller and Buyer they are considered deadlines in the sense of article 6:83 sub a of the Dutch Civil Code, and neither party is authorized to suspend. Any significant deviation is subject to mutual agreement. Any communicated estimated date or target date is not considered a deadline.

3.5 An Agreement comes into force from the date of signature by both parties.

3.6 Buyer is entitled to request that an Agreement be amended. If, according to Seller, this has consequences for the agreed price and/or term of performance, it will inform Buyer of this in writing no later than 8 days after notification of the requested change. The Buyer then has the option to either proceed with the amendment, accepting any consequences, or to cancel the request. Regardless of whether the Buyer decides to proceed with or retract the proposed amendment, any resultant delays in the ongoing processes cannot serve as grounds for claims against the Seller.

3.7 Neither party is permitted to make changes to the Agreement or to perform the Agreement in an amended form without the prior written consent of the other party.

3.8 Unless expressly stated otherwise in the Agreement, all transactions between the parties are based on the FOB (Free On Board) Incoterm.

4. Quality and description

4.1 With due observance of what has otherwise been stipulated in the order and an accompanying technical specification, the goods to be delivered are to be delivered:

a. with regard to quantity, description and quality be in accordance with that stated in the Agreement, Proforma Invoice (PI) and BOM;

b. be made of sound materials and be of sound execution;

c. to be equal in all respects to the samples or models which have been produced by Seller and/or have been confirmed by Buyer;

d. deliver the performance (capacity, efficiency, speed, finish, etc.) as described in the Agreement, Proforma Invoice (PI) and BOM.

5. Inspection and testing

5.1 Before dispatch, Seller shall carefully examine and test whether the goods are in accordance with what has been agreed. If Buyer so requires, Seller shall send him timely notice of the time and place of such a test to enable him to be present. Furthermore, Seller shall provide Buyer at his request with a copy of Seller’s inspection reports.

5.2 If Buyer so requires and has requested Seller in good time, an inspection and test shall be carried out by an independent research institute, to be specified by Buyer. Seller shall arrange this testing process, at expense of Buyer.

5.3 Buyer has the right to inspect the goods during processing and storage, insofar as this is possible without infringement of patents, licenses, secret processes and know-how of Seller and its sub-suppliers.

5.4 If, in the course of any examination or testing pursuant to the provisions of the previous two paragraphs, Buyer establishes that the goods to be delivered are not in accordance with the description in the PI, or that it is likely that this will not be the case upon completion of the manufacture, Buyer is obliged to immediately inform Seller. Without prejudice to the provisions of Articles 10 and 12, the Seller will take all necessary measures to still be able to comply with the technical specification given in the PI and with the provisions of the Agreement.

5.5 If Seller disputes the results of the research or testing carried out by Buyer or by the independent research institute indicated by it, is entitled to carry out a contra-expertise or to have it carried out at Seller’s expense. If no agreement is reached between the parties on the basis of the reports of these examinations and tests, there will be a dispute between them to which Article 17 of these General Terms & Conditions applies.

6. Packaging and dispatch

6.1 The goods will be packed according to Sellers standard (unless the nature of the goods dictates otherwise) and secured in such a way that they reach their destination in good condition. Any additional packing requests from Buyer can be provided at Buyers cost.

6.2 The goods will be delivered by Seller to, or sent for delivery to, the agreed place or places according to the incoterm stipulated in the PI or subsequently agreed.

6.3 Packed goods will be labelled according to Seller’s standards, as described in Appendix 3.

7. Storage

7.1 If, for whatever reason, Buyer does not take delivery of the goods at the agreed time and they are ready for dispatch, Seller shall, at the request of Buyer, store the goods, secure them and take all reasonable measures to prevent deterioration in quality until they have been delivered to Buyer with a maximum period of 30 days. After this period any deterioration or damages of goods are Buyer's responsibility.

7.2 Buyer is obliged to reimburse Seller for storage costs in accordance with Seller's usual rates in such a case which are in accordance with the rates customary in the industry, from the time that the goods are ready for dispatch or, if this is a later time, from the delivery date agreed in the Agreement or PI.

8. Transfer of ownership and risk

8.1 Subject to the provisions of paragraph 2 of this article, transfer of ownership and all associated risks from Seller to Buyer shall be governed by the Incoterm agreed upon in the contract. This specific Incoterm will dictate the precise point at which these responsibilities shift from the Seller to the Buyer.

8.2 If, at the request of Buyer and in accordance with the provisions of article 7, Seller postpones the dispatch after receiving full payment from Buyer, ownership of the goods will pass to Buyer on the date that is further agreed between them. From that date Seller is bound to store the goods as Buyer's recognizable property and the goods will nevertheless remain at the risk of Seller as holder of the goods until the goods have been delivered to Buyer at the place or places referred to in article 6, paragraph 2, with maximum period of 10 days, after which they becomes Buyer's responsibility.

9. Property

9.1 This provision applies exclusively on the condition that the Buyer has absorbed all development costs and has met all obligations as outlined in the Agreement. Under these circumstances, all copyrighted or licensed materials, including but not limited to working drawings, molds, models, designs, templates, descriptions, reports, advice, records, films, drawings, photographs, stamps, image, sound, and information carriers, as well as any other materials, files, and/or tools provided by the Buyer to the Seller or created or acquired by the Seller based on the Buyer's instructions and fully funded by the Buyer, shall remain or become the unequivocal property of the Buyer. The Seller is permitted to use these materials solely for purposes that directly benefit and are relevant to the fulfillment of the Agreement's stipulations. Such use is restricted within the Agreement's boundaries, prohibiting the Seller from reproducing, disclosing, distributing to third parties, in whole or in part, or utilizing these materials in any manner not expressly authorized by the Buyer, without obtaining the Buyer's prior express written consent. Furthermore, the Seller shall transfer any and all intellectual property rights related to these materials to the Buyer without any charges, acknowledging and agreeing that the Seller shall claim no compensation for this transfer.

9.2 It is Buyer’s responsibility to instruct Seller how he wishes Seller to keep such works in good condition and insure them against fire and theft for as long as they are under his control. If Seller and Buyer cannot agree on the proposed instructions from Buyer, it is Buyers responsibility to arrange according his own requirements. In all cases, any additional cost will be completely borne by Buyer.

9.3 Seller will make these works available to Buyer in good condition upon first request.

9.4 If the Seller fails to return the works to the Buyer, or returns them incomplete or damaged, either at the agreed time of delivery or at the time referred to in paragraph 3, Seller is only liable to pay compensation to Buyer if Seller did not adhere to Buyer’s written and mutually agreed instructions. Additionally, damages or deterioration resulting from the intended usage of the works are specifically excluded from this liability.

9.5 Seller is obliged to take measures to ensure the confidentiality of all data, information and all other works referred to in paragraph 1 made available by Buyer.

9.6 Notwithstanding the provisions of paragraph 1, it is expressly understood and agreed that all intellectual property rights in any works, materials, designs, inventions, processes, software, data, and other intellectual creations or innovations (collectively, "IP") created, conceived, developed, or otherwise coming into existence independently by Seller shall remain the sole and exclusive property of Seller, unless explicitly transferred to Buyer in writing. Seller retains all rights, title, and interest in and to its IP, including without limitation any and all copyrights, trademarks, patents, trade secrets, and any other intellectual property rights therein, except as specifically provided otherwise in a written agreement signed by both Seller and Buyer. The obligation of Seller to transfer any IP to Buyer shall be clearly and unequivocally stated in a separate written agreement that specifically describes the IP subject to transfer and the terms of such transfer. In the absence of such written agreement, all rights to Seller's IP shall be deemed retained by Seller. Furthermore, in any case where Seller is required to use, modify, or develop any IP belonging to Seller for the purpose of fulfilling the Agreement with Buyer, such use, modification, or development shall not imply any transfer of ownership or grant of exclusive rights to Buyer, unless such transfer or grant is expressly stated in a written agreement between Seller and Buyer. Seller grants Buyer a non-exclusive, non-transferable license to use Seller’s IP solely for the purposes and within the scope of the Agreement, subject to the terms and conditions herein. This license does not include the right to sublicense, sell, distribute, or otherwise transfer any of Seller's IP to third parties without Seller's prior written consent. This provision is intended to clarify the ownership of IP and shall govern all IP not expressly covered under the terms of paragraph 1 or any other written agreements between Seller and Buyer regarding the transfer of intellectual property rights.

10. Time of delivery

10.1 Seller shall deliver the goods at the time or immediately after the end of the delivery period specified in the PI respectively. Unless stipulated otherwise in the Agreement or PI, the delivery time starts counting after Seller has received down payment from Buyer.

10.2 As soon as Seller knows or expects that the goods cannot be delivered on time, he will notify Buyer. If the parties are unable to settle the consequences of this delay by mutual agreement, the settlement set out in article 17 will apply to any resulting dispute. Seller cannot be held liable for delays provided by its sub-suppliers.

10.3 Seller accepts no liability for any abnormalities in container shipment lead time or cost due to international conflict, acts of terror or any other extraordinary circumstances. Any delays due to COVID related issues in the form of production shutdown, blockage of shipment or domestic transportation might affect lead times.

10.4 The Seller shall not be held liable or considered in breach of its obligations under this Agreement for any failure or delay in performing its duties, if such failure or delay arises directly or indirectly from causes beyond Seller's reasonable control. Such causes may include, but are not limited to, acts of God, natural disasters, wars, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials, or any similar event that is beyond Seller's reasonable control. In the event of a force majeure, Seller shall promptly notify Buyer of the situation and the expected duration of the delay or inability to perform. Seller's performance under this Agreement shall be suspended for the duration of the force majeure event, and Seller will make all reasonable efforts to resume performance as soon as possible once the event has been resolved.

11. Price and Payment

11.1 The purchase price includes the price for the goods and all related expenses, according to the agreed incoterm.

11.2 For each complete Bill of Materials (BOM) order, Seller shall provide spare parts for assembly, referred to as B-parts, and retain one sample set in China, known as D-parts. These parts are provided at no additional cost but remain the property of Seller. B-parts are intended exclusively for addressing issues during assembly related to faulty, damaged or undelivered parts. Usage of B-parts by Buyer is subject to prior confirmation from Seller. Upon using B-parts, Buyer is obligated to collect and report the faulty parts to Seller. The provision and quantity of B-parts are determined based on the total order volume, with specific guidelines for spare parts outlined in Appendix 2.

11.3 The price specified in an Agreement shall remain fixed unless an adjustment is mutually agreed upon in writing.

11.4 If Seller identifies any delivery of goods or services to Buyer to be outside of the Agreement, Seller shall notify Buyer of the additional charges. Seller shall only proceed after receiving written confirmation of these additional charges from Buyer.

11.5 Buyer is obliged to pay the agreed price, increased or reduced pursuant to the provisions of the two previous paragraphs, to Seller at the time or times specified in the PI.

11.6 If payment is late, Buyer is in default regardless of if it has received a notice of default from Seller containing such a period of at least 14 days to ensure payment. If payment has not been made within that period, Buyer shall owe statutory interest as referred to in Section 6:119 of the Dutch Civil Code.

11.7 If Buyer is in default for a period longer than 3 months after the delivery date specified in the PI, Seller will be entitled to sell the goods to any third party. Buyer revokes all rights to claim any intellectual property infringement towards Seller for these goods. Buyer acknowledges and agrees that Buyer is not entitled to any compensation and will lose any down payment previously fulfilled to Seller. Seller will have the right to use down payment amounts to cover additional cost or losses due to Buyer’s delayed or non-payment.

11.8 Payment by Buyer shall first be applied to reduce the interest owed, then reduce any costs owed and finally to reduce the principal amount owed.

12. Reclamation and Rejection

12.1 Upon arrival of goods at Buyer’s location (warehouse, assembly factory, etc.) it is Buyer’s responsibility to;

a. Count incoming goods;

b. Confirm goods are in good condition;

c. Confirm goods are delivered according to the PI and BOM.

12.2 Reclamations and rejections will only be processed by Seller when given notice by Buyer within 15 days of arrival at Buyer’s location and only if Buyer has confirmed that the supplied B-parts are not sufficient to replace defect parts.

12.3 Seller will provide an initial response in writing to Buyer within 5 working days of receiving notice with an overview of next steps.

12.4 Buyer is obliged to provide cooperation during Seller’s assessment of the issue, including but not limited to;

a. return relevant parts to Seller,

b. provide additional information to Seller,

c. carry out tests according to Seller's instructions.

12.5 If Seller accepts Buyer’s claim, replacement goods will be provided by Seller in a timely matter. In case replacement parts have to be manufactured, estimated time until goods ready for loading ~60 days.

12.6 Method of transportation of replacement goods will be mutually agreed between Seller and Buyer, taking into account cost efficiency, delivery time and the principles of reasonableness and fairness.

13. Warranty

13.1 During warranty period, Seller assumes responsibility for any failure of parts listed in Appendix 1, unless the damage is the result of a design fault made by Buyer or a fault made by Buyer in its use and operation. Additionally, Seller bears no liability for any damages, costs, or consequences resulting from such exceptions.

13.2 With regard to parts mentioned in paragraph 1, Seller applies a warranty period as specified in Appendix 1.

13.3 In the event that a distinct warranty period is stipulated in the PI or Agreement, such specified period shall take precedence over the warranty period listed in Appendix 1.

13.4 Warranty claims will only be processed by Seller when given notice by Buyer during the warranty period referred to in paragraph 2. Notice must contain following information:

a. frame number of bike with issue;

b. clear description of the issue;

c. clear images of the issue;

d. quantity of issues;

e. any relevant information.

13.5 Warranty claim will be processed according to paragraphs 3 to 5 of article 12.

13.6 Delivery of replacement parts will be according to the original Incoterm.

13.7 If due to unforeseen circumstances a replacement part, or an equivalent, is not available Seller will propose a financial compensation to Buyer on cost basis.

14. Dissolution

14.1 Without prejudice to any other rights, and without being obliged to pay any compensation, either party will be entitled to terminate all Agreements concluded between them prematurely and with immediate effect and/or to suspend the performance of its obligations under the Agreement by and with a single written notification if:

a. bankruptcy or suspension of payment of other party is pronounced or applied for;

b. the company of the other party is dissolved, ceases or threatens to cease trading;

c. goods of the other party are seized as a result of which the usual continuation of the business is endangered;

d. the other party fails imputably in the performance of the Agreement or an obligation under the law to Buyer, which failure cannot be remedied, or which failure has not been remedied within a reasonable period of notice of default.

15. Confidentiality

15.1 The parties will not provide any confidential information of or about the other party, its activities and relations, that has come to their knowledge as a result of the Agreement, to third parties, unless - and then to the extent that - the provision of such information is necessary for the proper performance of the Agreement or they are under a legal obligation to disclose. In such cases, the disclosing party will then be obliged to follow all reasonable instructions of the other party.

15.2 Both Seller and Buyer, as well as the third parties they employ in the context of the work to be performed under the Agreement, will be obliged to sign or have signed a confidentiality statement if so required by the other party.

15.3 In the event that either party - including its employees and/or third parties working for it - breaches the confidentiality, the offending party will forfeit to the other party an immediately payable penalty of € 5,000 (five thousand euros) per breach, as well as a penalty of € 500 (five hundred euros) per day or part of a day that the breach continues, without prejudice to the right of the other party to claim performance and/or additional compensation.

15.4 Upon termination of the Agreement or upon the other party's request, each party commits to returning all documents, records, and any other confidential materials belonging to the other party that they possess without retaining any copies.

16. General

16.1 Either party may transfer its rights or obligations under an PI or Agreement only with the express prior consent the other party. Irrespective of such consent, the transferring party will remain jointly and severally liable for performance of the transferred obligation.

17. Applicable law and disputes

17.1 All Quotations, Orders and Agreements shall be governed by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods (United Nations Convention on Contracts for the International Sale of Goods, Vienna 11 April 1980, Bulletin of Acts and Decrees 1981, 184 and 1986, 61) is expressly excluded.

17.2 All disputes, including summary proceedings, related to and/or arising from these General Terms & Conditions or a Quotation, PI or Agreement, shall be adjudicated by the competent court in Amsterdam upon the exclusion of any other judge or arbitrator, unless mandatory provisions of law dictate otherwise. Nevertheless, Buyer is at all times entitled to submit the dispute to the competent court according to the law.

17.3 A dispute is deemed to be present as soon as one of the parties declares this.