Terms & Conditions

General Terms and Conditions Aftersales

VERSION: 9 JUNE 2026

GENERAL TERMS AND CONDITIONS FOR AFTERSALES | HGG PROFILING EQUIPMENT B.V.

DEFINITIONS
The terms listed below have the following meaning:
- Agreement: any agreement entered into between HGG and the Customer for the purpose of or in relation to Aftersales, consisting of (i) the Order Confirmation or, if applicable, a separate written agreement signed by both Parties, (ii) these General Terms and Conditions and (iii) if applicable, HGG’s quotation.
- Aftersales: the sale and delivery of Products and/or the provision of Services to existing customers of HGG related to previously delivered HGG machines or other HGG products, including, but not limited to the sale of Spare Parts or software, the performance of repairs, retrofits, relocations and maintenance or the provision of (remote) support or software updates.
- Confidential Information: any and all information regarding a Party and/or its affiliates or the activities, services, products or processes of that Party, regardless of the form, including, but not limited to, information regarding finances, software (including part of the source code), suppliers, customers and other contracts. This Agreement and communications between the Parties relating to the performance of the Agreement also qualify as Confidential Information. Data are in any case considered Confidential Information if they are designated as such by one of the Parties.
- Consumables: components or parts of a machine previously delivered by HGG that should be repeatedly purchased by the Customer, because such are consumed during the use of the machine delivered by HGG.
- Customer: the party that enters into an agreement with HGG for the purpose of Aftersales to be provided to that Party by or on behalf of HGG.
- Force Majeure Event: any circumstance beyond the control of the Party invoking Force Majeure, even if this circumstance was already foreseeable at the time the Agreement was concluded, which temporarily or permanently prevents compliance with the Agreement or its performance (in whole or in part) and which cannot reasonably be avoided or prevented, including but not limited to: epidemics, pandemics and resulting governmental and other measures, natural disasters, fire, floods, war (including the danger of war and war damage), mobilisation, state of siege and other disturbances, riots, rows, terrorism, government regulations, illness of personnel, shortage of personnel, strikes, delay or stagnation in the supply of raw materials, auxiliary materials, utilities or in the global supply chain in general, a significant increase in the prices of raw materials, transport problems or obstructions, defects or accidents with machinery, theft, cyber-attacks and cyber criminality, malfunctioning of business systems, and breach on the part of suppliers, agents or auxiliary businesses (including Service Partners). Inability to pay does never constitute a Force Majeure Event;
- General Terms and Conditions: these general terms and conditions for Aftersales as they read from time to time.
- HGG: HGG Profiling Equipment B.V.
- HGG Personnel: individuals instructed by HGG or by a Service Partner to deliver the Products or provide the Services to the Customer as set out in an Agreement.
- Order: any order placed by the Customer regarding Aftersales.
- Order Confirmation: HGG’s written confirmation of the Order.
- Party: HGG or the Customer (together: the Parties).
- Products: movable goods that will be or have been delivered to the Customer by or on behalf of HGG, including Spare Parts and Consumables.
- Service Partner: any third party natural or legal person that is authorised by HGG to provide Services or deliver Products to the Customer on behalf of HGG.
- Services: the services that will be or have been provided to the Customer by or on behalf of HGG, including, as applicable, preventive and corrective maintenance, troubleshooting, diagnostics, (remote) support, the provision and installation of patches and updates, uploading configurations and updates, configuration adjustments, license/HASP updates, the collection and downloading of diagnostic and production data for support purposes, production support and training
- Spare Parts: components or parts of a machine to replace damaged components or parts of a machine previously delivered by HGG

APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS
1. These General Terms and Conditions apply to all existing and future offers, quotations, Orders, Order Confirmations, invoices and the Aftersales, as well as all Agreements that the Parties entered into or may enter into in the future.
2. Deviations from or additions to these General Terms and Conditions and/or the Agreement are binding only if and to the extent that both Parties agreed to them in writing and they only apply to the Agreement for which HGG has agreed to the deviation from or addition to these General Terms and Conditions and/or the Agreement.
3. Any general terms and conditions of the Customer do not apply. The same applies to any industry terms and conditions.
4. HGG may amend and update these General Terms and Conditions from time to time. HGG will notify the Customer of any changes and provide the Customer with the amended General Terms and Conditions. The amended General Terms and Conditions will take effect 5 business days after they have been provided to the Customer.
5. In case of conflict between any of the terms of these General Terms and Conditions and either (i) the Order Confirmation or, if applicable, a separate written agreement signed by both Parties, and/or (ii) if applicable, HGG’s quotation, and/or (iii) if applicable, an HGG warranty that is in effect and which applies to the relevant Customer, the terms take precedence in the following order:
  1. any HGG pre-existing warranty that is in effect and which applies to the relevant Customer;
  2. the Order Confirmation or, if applicable, the separate written agreement signed by both Parties;
  3. HGG’s quotation;
  4. these General Terms and Conditions.

OFFERS AND FORMATION OF THE AGREEMENT
1. Unless otherwise agreed, the Customer may place Orders in writing or orally.
2. An Agreement is concluded the moment HGG sends an Order Confirmation, or – if earlier or in the absence of an Order Confirmation – the moment (i) a separate written agreement is signed by both Parties or (ii) HGG commences with the performance of an Order.
3. HGG is not obliged to accept all or any part of an Order or to send an Order Confirmation.
4. All offers, quotations, price communications and other communications by HGG that are not part of the Agreement, in any form, do not bind HGG, regardless of their contents or any statement of validity therein.
5. The Customer cannot derive any rights from information regarding Products or Services stated in leaflets, brochures, offers, quotations, etc.

SPECIFICATIONS OF THE PRODUCTS OR SERVICES
1. HGG delivers the Products and/or provides the Services set out in an Agreement in accordance with the specifications Parties have agreed to in a separate written agreement, if applicable.
2. If the Parties have not separately agreed to any specifications of the Products or the Services, HGG delivers the Products and/or provides the Services in accordance with their description set out in the Order Confirmation.
3. In deviation of Clause 4.2, software and all Products related to software or embedding software will be delivered as is.
4. Products are in conformity with the Agreement if, upon delivery, they comply with the specifications or description referred to in Clause 4.1 or 4.2, and with the applicable description and specification set out in this Clause 4.4. Where it regards Spare Parts, these are in conformity with the Agreement if these Products allow the HGG machine for which these Products are used or of which these Products become a part, to function in accordance with its applicable specifications. Where it regards Consumables, these are in conformity if these are free of manufacturing errors. Apart from the foregoing sentences, the Customer cannot base any rights on expectations or specifications that are not agreed upon between the Parties in writing in accordance with Clause 4.1 or 4.2 of these General Terms and Conditions.
5. In providing the Services, HGG will exercise the reasonable care and skill that may generally be expected for services of comparable size, nature and complexity.
6. If any result intended with the provision of Services by HGG and/or any estimated timing for the provision of Services is not achieved, such is not deemed a non-conformity in the Services and HGG cannot be held liable, unless the Parties have expressly agreed to an obligation to achieve a specific result or to a specific deadline.

PRICE
1. For the provision of Services or the delivery of Products on the basis of an Agreement, HGG is entitled to payment of the agreed price stated in the Order Confirmation or, if applicable, a separate written agreement signed by both Parties.
2. Prices are exclusive of VAT, levies and other surcharges.
3. If the Order amounts to less than EUR 250 (or the equivalent in dollars or local currency), the agreed price will be increased with standard order costs of EUR 45 (or the equivalent in dollars or local currency).

INVOICING AND PAYMENT
1. Unless otherwise agreed between the Parties, HGG invoices the Customer for the Services after the Services have been completed and for the Products after the Products have been delivered to the Customer.
2. Unless otherwise agreed between the Parties in writing, the Customer shall pay all invoices sent by HGG no later than 30 calendar days after the date of the invoice.
3. Unless otherwise agreed between the Parties in writing, payments must be made in the currency set out on the invoice.
4. HGG may require advance payments, down payments or payment in instalments. The exact payment schedule will be agreed upon in writing between the Parties.
5. At HGG’s first request, the Customer must provide security for the timely and correct performance of its payment obligations under the Agreement, in a manner determined by HGG if, in light of facts and circumstances, there is reasonable doubt on the part of HGG as to whether the Customer will be able to perform these obligations in time and in full.
6. If the Customer fails to take delivery of the Products on the delivery date or prevents HGG from performing its Services (including by delaying or cancelling a site visit), HGG is nevertheless entitled to invoice the Customer and the Customer shall pay the invoice as if delivery of the Products or provision of the Services had taken place in accordance with the Agreement. HGG may charge to the Customer any additional costs incurred as a result of the Customer preventing HGG to perform the Agreement, including but not limited to costs for travel, storage, and insurance of Products.
7. Any objections concerning an invoice must be made in writing and must be received by HGG within 14 calendar days after the invoice date. If HGG has not received such an objection within this period, the Customer is deemed to have accepted the respective invoice.
8. An objection as referred to in Clause 6.7 does not suspend the Customer’s payment obligation. If the objection is found to be valid, HGG credits any amount due to the Customer’s account.
9. The Customer may set off amounts payable to it by HGG against invoices sent by HGG, provided that the Customer first informs HGG thereof in writing by sending an e-mail to finance@hgg-group.com and HGG approves thereof in writing.
10. The Customer is only discharged from the amount due after making payment of the full amount stated in the invoice to the respective bank account stated in the invoice.
11. If payment is not made by the deadline for payment referred to in Clause 6.2, the Customer is automatically in default and any amount payable by the Customer will be immediately due and payable – without any further reminder or notice of default by HGG being required – plus the Dutch statutory commercial interest that applies at that time, on the (remaining) amount payable by the Customer, calculated from the first day after the agreed final date for payment until the moment of payment.
12. All judicial and extrajudicial costs incurred by HGG to collect amounts due by the Customer will be payable by the Customer.
13. If performance of an Agreement by HGG is delayed for more than 6 months, and such delay is on request of the Customer or otherwise attributable to the Customer, HGG may adjust the price as referred to in Clause 5.1 to reflect any cost increases HGG faces when it resumes the performance of the Agreement, for instance in connection with increases in the costs of materials, wages, or utilities. HGG will inform the Customer of such a price adjustment as soon as possible. The Customer must at all times pay the prices adjusted in accordance with this provision.

SPECIFIC CLAUSES FOR SERVICES

PREPARATORY WORK, CUSTOMER ASSISTANCE AND WORKING CONDITIONS
1. Unless otherwise agreed between the Parties in the Order Confirmation or a separate written agreement, Services may be provided at the Customer’s premises or any other premises requested by the Customer and, if the Services can be provided from a remote location, also remotely, through remote access solutions or other technical means as determined by HGG.
2. If Services are to be provided at the premises of the Customer or premises requested by the Customer, the Customer shall ensure that:
  1. HGG Personnel are able to provide the Services in accordance with the agreed time schedule and to work during their normal working hours. Provided that HGG has informed the Customer in writing in reasonable time before the starting date for providing the Services, the Services may be provided outside normal working hours to the extent deemed necessary by HGG;
  2. the Customer has in good time before the agreed starting date for providing the Services informed HGG in writing of all relevant safety regulations in force at its premises, if applicable. Services will not be provided in unhealthy or dangerous surroundings. The Customer shall have taken all the necessary safety and precautionary measures before the Services are provided and shall maintain these measures. HGG shall inform the Customer of any special hazards that the Services may entail;
  3. HGG Personnel are able to obtain suitable and convenient board and lodging in the neighbourhood of the premises and have access to internationally acceptable hygiene facilities and medical services;
  4. the Customer has made available to HGG free of charge at the proper time for providing the Services at the premises all necessary cranes, lifting equipment and equipment for transport at the premises, auxiliary tools, machinery, materials and supplies (including fuel, oils, grease and other materials, gas, water, electricity, steam, compressed air, heating, lighting, etc.), as well as the measuring and testing instruments of the Customer, as requested by HGG. HGG shall specify in writing its requirements concerning such cranes, lifting equipment, equipment for transport on the Customer’s premises and measuring and testing instruments in good time before the agreed starting date for providing the Services. If equipment is not available and must be rented and/or purchased by HGG, the costs shall be borne by the Customer;
  5. the Customer has made available to HGG (or the Service Partner appointed by it, if applicable) free of charge sufficient offices at the premises, equipped with telephone and access to the internet;
  6. the Customer has made available to HGG (or the Service Partner appointed by it, if applicable) free of charge the necessary storage facilities, providing protection against theft and deterioration of the tools and equipment required for providing the Services and the personal effects of HGG Personnel;
  7. the access routes to the place where the Services are to be provided are suitable for the required transport of equipment and/or HGG Personnel;
  8. the Customer has made free of charge at the proper time for providing the Services all specific preparations for the premises requested by HGG in order for HGG (or the Service Partner appointed by it, if applicable) to be able to provide the Services in accordance with the Agreement.
3. HGG may require the Customer to take preparatory measures before the Services commence.
4. If requested by HGG, the Customer shall provide free of charge all necessary assistance for the (temporary) import and re-export of HGG’s (or the Service Partner’s, if applicable) equipment and tools necessary for the provision of the Services, including assistance with customs formalities.
5. The Customer shall provide free of charge all necessary assistance to ensure that HGG Personnel obtain, in good time before the starting date of providing the Services, visas and any official entry, exit or work permits and, if necessary, tax certificates in the country where the Services are to be provided, as well as access to the premises where the Services are to be provided.
6. If requested by HGG, the Customer shall provide qualified personnel to assist in providing the Services.
7. If performance of an Agreement requires testing, the Customer shall provide free of charge raw materials and Consumables for testing purposes upon HGG’s request.
8. If performance of an Agreement requires remedying a malfunction or other problem related to HGG Products or Services, the Customer and its personnel shall provide the necessary support requested by HGG in determining the nature of such a problem and in remedying such a problem. The Customer shall pay for all costs related to determining the nature of such a problem, unless the Parties have agreed otherwise in writing.
9. The Customer shall in good time before the start of any Services provide HGG with the necessary current technical documentation (e.g. drawings, descriptions, charts and instructions) in its possession, which is relevant for providing those Services.
10. HGG may immediately suspend the provision of Services under the Agreement if the Customer fails to perform any of its obligations in this Clause 7.
11. If Services are provided remotely, the Customer shall ensure that it is authorized to grant remote access to its systems and that all necessary internal permissions have been obtained. The Customer remains responsible for the integrity, security and backup of its own systems and data.

RISK OF DAMAGE TO THE CUSTOMER’S PROPERTY
1. If performance of the Agreement requires that any property of the Customer be transported outside the Customer’s premises by HGG, the Customer bears the risk of loss or damage to its property.
2. If property of the Customer must be transported to HGG (or the Service Partner appointed by it, if applicable) for inspection, repair or any other Services, the Customer bears the risk of loss or damage to its property and shall pay for any costs related to transport or storage.

ACCEPTANCE TESTS
1. When HGG completes Services in the performance of an Agreement, it shall notify the Customer thereof. If the Parties have agreed that an acceptance test will be carried out, HGG shall, after the aforementioned notification, carry out such acceptance test. The Customer shall, free of charge, assist HGG in carrying out the acceptance test and shall provide HGG the necessary materials to carry out the acceptance test, as required by HGG. The test results will be recorded in writing between the Parties. After the Parties agree in writing that the test results are positive, the Services are deemed to be completed in accordance with the Agreement.

SPECIFIC CLAUSES FOR THE SALE AND DELIVERY OF PRODUCTS

DELIVERY/PASSING OF RISK
1. Unless otherwise agreed in writing, any Products delivered on the basis of an Agreement will be delivered DDP to the Customer in accordance with the Incoterms 2020 and at the location as stated in the Order Confirmation or in a separate written agreement signed between the Parties. The risk in the Products therefore passes at the time of delivery in accordance with the applicable incoterm.
2. Notwithstanding the provisions of Clause 10.1, any increase in import duties after conclusion of the Agreement shall, if applicable, be charged to the Customer.
3. Delivery periods and dates agreed between the Parties are estimates only and are in no event strict deadlines (in Dutch: fatale termijnen), unless expressly agreed otherwise in writing.
4. HGG may without prior written notice suspend the delivery of Products under an Agreement if the Customer fails to timely or correctly perform any of its obligations under that Agreement or under any other contract between the Parties.

RETENTION OF TITLE
1. Products delivered (either paid or unpaid) to the Customer remain the sole property of HGG until the Customer has properly performed all its payment obligations under the Agreement. This includes full payment of the purchase price, including any interest and costs due. That the Products remain the sole property of HGG, does not affect the passing of risk as set out in Clause 10.1 of these General Terms and Conditions.
2. If and as long as the Products are subject to retention of title, the Customer may not dispose of those Products and may not create any restricted right to those Products.
3. The Customer has a duty of care in respect of the Products that are subject to retention of title and must insure them and keep them insured against all risks that are customarily insured in the industry, in any event including but not limited to fire, theft and water damage. The Customer will make the insurance documentation relating to these insurance policies available for inspection at HGG’s first request.
4. If the Customer fails to comply with any of its payment obligations arising from the Agreement, or if HGG has valid reason to fear that the Customer will fail to perform its payment obligations arising from the Agreement, HGG may remove or arrange for the removal of the Products delivered to the Customer (paid or unpaid) and may take them back and store them elsewhere. If HGG wishes to exercise its property rights referred to in this article, the Customer must cooperate by allowing HGG or one or more third parties designated by HGG to enter the place where the Products that are the property of HGG are located and to remove/take back those Products. This is without prejudice to any other rights and/or remedies that HGG has under the Agreement and/or applicable laws and regulations.
5. All costs related to the exercise of the retention of title incurred by HGG, including removal, transport and storage costs, are payable by the Customer.

GENERAL CLAUSES FOR PRODUCTS AND SERVICES

INTELLECTUAL PROPERTY
1. The Customer may not claim any intellectual property rights: all intellectual property rights and/or similar rights attached to and/or related to the Products delivered or Services provided to the Customer, including in any (embedded) software and in technical information relating to Products, whether specifically developed for the Customer or not, are exclusively vested in HGG and/or its licensors.
2. The delivery of Products or provision of Services originating from HGG may not be construed as an express or tacit licence to use, exploit or release to third parties the intellectual property rights and/or similar rights to any third party, unless HGG has given its express prior written consent to do so.
3. The Customer must refrain from any act that may infringe any intellectual property right, the distinctiveness or the reputation or goodwill of HGG, its Products and/or Services and/or – if applicable – its licensors, including but not limited to:
  1. removing or altering any logos or barcodes affixed to the Products or the packaging; and/or
  2. modifying or reproducing the Products.
4. If applicable, the Customer shall strictly adhere to any third-party license terms that apply.
5. Under no circumstances can the Customer claim entitlement to the source code.

CONFIDENTIALITY
1. The Customer shall keep confidential all Confidential Information obtained or generated during or in relation to the performance of the Agreement, including the existence and contents of the Agreement itself, and may not directly or indirectly disclose or otherwise make available the Confidential Information to third parties.
2. The duty of confidentiality set out in Clause 13.1 does not apply:
  1. if disclosure or provision of Confidential Information is required by any law, regulation or order of any government agency, or the rules of any regulatory authority or any court of competent jurisdiction. The Customer shall notify HGG thereof in writing immediately;
  2. if Confidential Information is disclosed to professional consultants (including outside legal counsel), as long as such disclosure is subject to equivalent confidentiality obligations as set out in Clause 13.1;
  3. if HGG has given its prior written consent.
3. The Customer may not use or exploit the Confidential Information in any way except for the purpose for which the Confidential Information was disclosed to the Customer.

WARRANTIES
1. This Clause 14 only applies to Products that are not subject to an HGG warranty agreed between Parties at an earlier date in the context of the delivery of an HGG machine.
2. HGG warrants that the Spare Parts conform to the Agreement as referred to in Clause 4.3. This warranty applies for a period of 12 months after delivery if the delivered Spare Parts are new and for a period of 3 months after delivery if the delivered Spare Parts are refurbished. In case of a breach of the aforementioned warranty, HGG shall, at its sole discretion, either replace or repair the Spare Parts free of charge at the place and in the manner decided by HGG. Replaced Spare Parts automatically become the property of HGG.
3. HGG warrants that Consumables conform to the Agreement as referred to in Clause 4.4. This warranty only applies for a period of 3 months after delivery. In case of a breach of the aforementioned warranty, HGG shall, at its sole discretion, either replace or repair the Consumables free of charge at the place and in the manner decided by HGG. Replaced Consumables automatically become the property of HGG.
4. The warranties in Clauses 14.2 and 14.3 do not apply if the respective non-conformity:
  1. is caused by accidents, acts of God or intentional misconduct or gross negligence on the part of the Customer;
  2. is caused by operating the relevant HGG machine outside its intended or permitted usage, as defined by HGG
  3. is caused by maintenance or other services performed by persons not authorised by HGG;
  4. is the result of the Customer not following explicit instructions from HGG with respect to the relevant Products or HGG machine;
  5. is caused by fluctuations in the power network;
  6. is the result of normal wear and tear; or
  7. pertains to Products that have been modified to alter their functionality or capability without prior notification and written approval from HGG.
5. The obligations set out in Clauses 14.2 and 14.3 are the only rights or remedies the Customer has in the event that Products do not conform to the Agreement, as referred to in Clauses 4.1, 4.2 and 4.3.
6. HGG expressly does not grant the Customer any other warranties than the warranties set out in this Clause 14.

LIABILITY
1. HGG cannot be held liable towards the Customer for any loss incurred by the Customer as a result of any failure in the performance of the Agreement, regardless of whether the failure is attributable, or on the basis of a wrongful act and/or on any other legal basis, except in the event of intent and/or deliberate recklessness on the part of HGG’s management.
2. HGG is not liable towards the Customer for damage as a result of loss of production, loss of profit and turnover of the Customer, loss of use, missed savings, loss of contracts, reputational damage, loss of goodwill, business interruption damage, damage to property or third persons caused by Products after delivery or Services, fines and damage as a result of third-party claims, and for any other consequential or indirect loss whatsoever, whether the loss was foreseeable or not.
3. In no event will the aggregate liability of HGG arising out of or in connection with an Agreement exceed (whether in contract, tort (including negligence) or otherwise) (i) 100% of the agreed price in accordance with Clause 5.1 of these General Terms and Conditions, or if such liability (partially) relates to Services provided by HGG (ii) the total amount payable to HGG under its professional indemnity insurance, whichever of the two aforementioned amounts is lower.
4. The Customer indemnifies HGG against all third-party claims, including the costs of legal assistance, that are in any manner related to the Products delivered or Services provided by HGG to the Customer or any failure by the Customer under any Agreement.

NOTICE OF NON-CONFORMITY
1. The Customer shall check any delivered Products and their packaging for any shortages and/or visible non-conformities immediately on their delivery. Shortages and/or visible non-conformities must be reported in writing to HGG within 72 hours of delivery of the Products, subject to forfeiture of all rights and claims of the Customer in this respect.
2. Subject to Clause 16.7, the Customer shall notify HGG in writing of any non-conformities in delivered Products that were not visible at delivery, within 72 hours of the non-conformity being discovered by the Customer, subject to forfeiture of all rights and claims of the Customer in this respect.
3. Subject to Clause 16.7, the Customer shall notify HGG in writing of any non-conformities in the Services provided by HGG within 72 hours of the non-conformity being discovered, subject to forfeiture of all rights and claims of the Customer in this respect.
4. As soon as possible after notifying HGG of any non-conformity and promptly upon HGG’s request, the Customer shall provide a detailed specification of the nature and extent of the (alleged) non-conformities and relevant evidence, including at least the following information:
  1. the Order number of the allegedly non-conforming Products and/or Services;
  2. if applicable, the name, description and product number of the allegedly non-conforming Products;
  3. a report describing the nature of the alleged non-conformity;
  4. photographic evidence of the alleged non-conformity;
  5. log files of the HGG machine the alleged non-conformity relates to;
  6. arguments to support a claim on a warranty;
  7. the name of a contact person;
  8. confirmation of a working internet connection.
5. The Customer must provide all requested assistance regarding the assessment of an (alleged) non-conformity in Products or Services. At HGG’s first request, (allegedly) non-conforming Products must be made available to HGG at the Customer’s expense. Transport of (allegedly) non-conforming Products to HGG is at the Customer’s risk and expense.
6. HGG may require the Customer to return any non-conforming Products to HGG at its own expense.
7. All rights of action and defences of the Customer related to non-conformities in the Products or Services lapse on the expiry of a period of 12 months after the delivery of the Products or the completion of the Services.

PRODUCT RECALL
1. The Customer undertakes to cooperate with HGG, at its own expense and with the highest priority, in conducting any Product recall that HGG considers necessary.

FORCE MAJEURE
1. Neither Party shall be liable to the other Party for any form of damages or compensation resulting from a failure or delays in performing its obligations under an Agreement, if such failure or delay is caused by a Force Majeure Event.
2. The Party claiming to be affected by a Force Majeure Event shall promptly notify the other Party in writing of the occurrence of the Force Majeure Event, its anticipated impact on the performance of an Agreement and the eventual cessation of the Force Majeure Event. If a Party fails to give such notice, it shall compensate the other Party for any additional cost which the other Party incurs as a result of that failure.
3. If the event of a Force Majeure Event on the part of HGG, HGG may, at its discretion, without any judicial intervention being required and without HGG being liable for any form of damages or compensation, suspend the performance of its obligations under an Agreement or terminate (in Dutch: opzeggen) the Agreement in whole or in part, if such a Force Majeure Event prevents performance of HGG’s obligations under an Agreement for more than 6 months.

TERM OF THE AGREEMENT AND TERMINATION
1. An Agreement enters into effect the moment it is concluded in accordance with Clause 3.1 and continues until the date on which the Parties have agreed to in writing that the Agreement ends, or, in the absence of such a written agreement, until all Products have been delivered and all Services have been provided to the Customer as set out in the Agreement, unless the Agreement is terminated at an earlier date in accordance with the Agreement.
2. Each Party may, by written notice, terminate (in Dutch: opzeggen) the Agreement in whole or in part with immediate effect, without judicial intervention or notice of default being required and without that Party being liable for any reimbursement of loss and/or costs, if:
  1. any third party claims to have rights in respect of the other Party’s property, or if attachment is levied on property of the other Party;
  2. the other Party applies for a suspension or provisional suspension of payment, files for bankruptcy or is declared bankrupt;
  3. the other Party enters into a payment arrangement with one or more of its creditors or otherwise gives the reasonable impression of being or about to become insolvent; and/or
  4. the other Party ceases, dissolves (in Dutch: ontbindt) or liquidates its business, continues the business in another legal form or transfers its registered office to another country, or if direct or indirect control of the business is transferred to a third party.
3. In the event of termination (in Dutch: opzegging), all claims that HGG has against the Customer, on any ground, will fall due immediately, without demand or notice of default being required and without prejudice to the other rights that HGG has under an Agreement and/or applicable laws and regulations. In the event of opzegging under Clause 19.2, HGG will not be liable in any way to the Customer for any loss, damage, costs and interest, and the termination will not affect HGG’s right to claim full reimbursement of any loss incurred by HGG.

MISCELLANEOUS
1. HGG is free to engage third parties in the performance of the Agreement, including but not limited to the use of Service Partners in carrying out the delivery of Products or the provision of Services, such as repairing or installing parts of an HGG machine.
2. If any part, term or provision of the Agreement and/or these General Terms and Conditions is declared invalid, void or unenforceable, all remaining parts, terms and provisions thereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. Parties will substitute the invalid, void or unenforceable provision with a valid and enforceable provision which reflects as near as possible the intention of the Parties as referred in the provision to be substituted.
3. The Customer may not assign its rights and/or obligations under the Agreement to any third party, without HGG’s prior written consent. This provision explicitly excludes the transferability of claims within the meaning of Section 3:83(2) of the Dutch Civil Code.
4. The Customer’s right to (full or partial) recission (in Dutch: ontbinding) under Section 6:265 of the Dutch Civil Code is expressly excluded. Sections 6:89, 7:10, 7:12, 7:15, 7:16, 7:17, 7:20, 7:21, 7:23, 7:26, 7:27, 7:29, 7:30, 7:32, 7:401 – 7:405 and 7:407 – 7:411 of the Dutch Civil Code do not apply.
5. HGG can only waive its rights by means of a written notice to that effect. Any failure to exercise or delay in exercising any of its rights and/or remedies under the Agreement or under applicable laws and regulations may not be regarded as HGG waiving that right or any other right under an Agreement or under applicable laws and regulations.
6. If an Agreement is terminated (in Dutch: opgezegd) or comes to an end in any other way, Clauses 1, 2, 3, 5, 6, 11 – 17, 19.3, 20 and 21 of these General Terms and Conditions will continue to apply in full.

DISPUTES AND APPLICABLE LAW
1. All Agreements, these General Terms and Conditions and all ensuing or related contractual and non-contractual obligations are governed by Dutch law. The rules of conflict of private international law and the Vienna Convention on Contracts for the International Sale of Goods are explicitly excluded.
2. All disputes regarding, arising out of or in connection with an Agreement, these General Terms and Conditions, or any ensuing or related contractual or non-contractual obligations will be brought exclusively before the competent court in Amsterdam, the Netherlands.
3. If the Customer is not established in the EU or in a country with which the Netherlands has concluded an enforcement treaty (executieverdrag) at the moment that one of the Parties wishes to bring a dispute before a court, then, contrary to Clause 21.2 of these General Terms and Conditions, all disputes regarding, arising out of or in connection with an Agreement, these General Terms and Conditions, or any related contractual or non-contractual obligations will be settled exclusively by arbitration in accordance with the most recent Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with these Rules of Arbitration. The place of arbitration will be Amsterdam, the Netherlands. The language of arbitration will be English.