0. Definitions
In these General Terms and Conditions, the following terms have the meanings given below:
Term: Meaning
Stogger:  Stogger Engineering B.V. and/or Stogger Turf Care B.V., the user of these General Terms and Conditions.
Customer / Counterparty: Any natural person or legal entity that concludes or intends to conclude an agreement with Stogger.
Buyer: The Counterparty that purchases one or more Products from Stogger.
Tenant / Lessee: The Counterparty that rents or (financially) leases one or more Products from Stogger.
Products: All items delivered or made available by Stogger, including but not limited to LED grow light systems, robots, ventilation systems, cables, spare parts and accessories.
Services: Maintenance, advice, monitoring, software and any other work performed by Stogger, whether separately or in combination with Products.
Agreement: Any written offer accepted by the Counterparty, any order confirmation, and any other written arrangement between Stogger and the Counterparty, as well as any amendment or addition thereto confirmed in writing by both Parties.
General Terms and Conditions: These General Terms and Conditions of Sale and Delivery.

1. General

a) These General Terms and Conditions apply to all our offers, sales and deliveries of goods, as well as to any commissioning and services performed by us. Any deviations from these terms and conditions are only valid if agreed in writing and apply solely to the specific agreement for which they were made.

We and the customer may always make additional written arrangements where needed.

b) In the event of any inconsistency between a quotation and these General Terms and Conditions, these Terms and Conditions shall prevail. Any specific arrangements or details in the quotation that are not regulated in these Terms shall remain valid and will be interpreted in line with the rest of the agreement.

c) The customer’s own general or purchasing conditions do not apply, unless we have explicitly agreed to them in a separate written agreement. Where we do agree to such conditions, this will always be confirmed in writing.

d) Stogger is entitled to amend these General Terms and Conditions from time to time. The most recent version is always published on Stogger's website and shall apply by operation of law to all existing and new legal relationships from the date of publication, unless the parties have agreed otherwise in writing. The Counterparty is responsible for consulting the most recent version from time to time.
e) If one or more provisions of these General Terms and Conditions prove to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall consult in order to replace the invalid or unenforceable provision with a valid provision that reflects the original intent as closely as possible.

2. Offers

a) All our offers are without obligation, unless a specific validity period for acceptance is stated. We are only bound once we have confirmed the customer’s order in writing. Verbal agreements are only binding if we have confirmed them in writing.

b) Our written order confirmation is considered correct unless the customer notifies us in writing of any inaccuracies within three (3) days of receipt.

c) Any dimensions, values, images, diagrams, and other data in our offers are intended as indicative information. Designs may be updated or improved without prior notice. Specifications may deviate, unless we have expressly guaranteed in writing that they are exact.

d) If a specific component is no longer available, we may, at our reasonable discretion, use an equivalent or better alternative product.

e) A composite quotation does not oblige Stogger to deliver part of the Products and/or Services included in the quotation at a corresponding part of the quoted price.
f) When making an offer, Stogger assumes delivery and installation under normal working conditions, including adequate transport access to the delivery location and a suitable power supply. Before installation, the Customer shall ensure that an adequate power supply conforming to Stogger's specifications is available. If Stogger has not specified the required power supply, or if there is any doubt, the Customer must ask Stogger before delivery or installation. Any delay or damage caused by an inadequate power supply that the Customer failed to enquire about shall be at the Customer's expense and risk.

3. Intellectual Property and Know-How

a) All documentation, sales brochures, images, drawings, etc. provided by Stogger to its client remain the property of Stogger.

b) Our client is not entitled to use them other than for the purpose of using the items to which they relate.

c) Our client is not entitled to disclose to third parties the documents referred to in a. or the information contained therein or otherwise known to him.

d) In case of violation of the provisions in a. and/or b. our client owes a fine of € 4.500 for each violation, regardless of all other rights of Stogger to performance, dissolution, compensation, etc.

4. Prices

a) All prices are based on all internal/external cost factors. For domestic deliveries, prices apply on the basis of delivery to our customer's premises. For shipments abroad, deliveries are made on the basis of DAP (Delivered at Place) in accordance with Article 4d, unless explicitly agreed otherwise in writing. Costs of shipping as express goods, postal parcel, or generally with a faster transport option than normal, are at all times borne by our customer.

b) All prices exclude VAT, assembly, and commissioning.

c) Changes in circumstances that affect the cost price, such as increases or decreases in taxes, raw materials and transport prices, wages, social security charges, exchange rate changes, insurance premiums, after the date of conclusion of the agreement, can be reflected in our Prices.

d) All deliveries are made on the basis of DAP (Delivered at Place) in accordance with the latest Incoterms®, unless explicitly agreed otherwise in writing. All import duties, taxes, customs clearance costs, import VAT and any other charges levied by the authorities of the country of destination are expressly excluded from the agreed price and shall be borne exclusively by the customer. This includes but is not limited to tariffs, anti-dumping duties, reciprocal tariffs or any other trade measure imposed by the country of destination, regardless of whether such measures were in force at the time of the offer. Any amounts advanced by Stogger in connection with import procedures shall be invoiced to the customer in full and without deduction. Any information provided by Stogger regarding applicable import duties, tariffs, customs classifications or trade measures is indicative only and provided without guarantee of accuracy or completeness. The customer is solely responsible for independently verifying all customs-related information with a qualified customs specialist prior to concluding any agreement. Stogger expressly disclaims any liability for incorrect or incomplete information regarding import duties or trade measures, regardless of the form in which such information was provided.

e) Unforeseen import duties and trade measures: The agreed price is based on the trade conditions and tariff regulations applicable at the time of the offer. Any changes in import duties, tariffs, trade measures or other government levies imposed after the date of the offer, including but not limited to duties, reciprocal tariffs, anti-dumping measures or VAT changes, shall be entirely for the account of the customer. Stogger shall notify the customer as soon as possible of any such changes that become known to Stogger, but bears no responsibility for identifying or monitoring such changes.

5. Delivery and Delivery Time

a) Unless expressly agreed otherwise in writing, all deliveries shall take place on the basis of DAP (Delivered at Place) in accordance with the latest Incoterms®. Delivery shall be deemed to have occurred at the moment the goods are made available to the customer or carrier at the agreed destination, or, if Stogger arranges transport, at the moment the goods are handed over to the carrier at Stogger's premises.

b) If Stogger arranges transportation on behalf of the Buyer, such transportation shall be deemed a service performed for the account and risk of the Buyer. In such cases, Delivery shall be deemed to have occurred at the moment the goods are handed over to the carrier at Stogger's premises, notwithstanding the definition of Delivery set out in Article 5a.

c) Any delivery times provided by Stogger shall be considered indicative estimates only and shall not constitute binding deadlines unless expressly agreed otherwise in writing. Stogger shall use reasonable efforts to meet the indicated delivery times.

d) A delay in delivery, regardless of its cause, shall not entitle the Buyer to cancel or terminate the order. Cancellation shall only be possible if (i) the delay is the result of Stogger’s wilful misconduct or gross negligence, and (ii) the Buyer has provided Stogger with a written notice granting a reasonable period to remedy the delay, and Stogger has failed to cure such delay within that period.

e) In the event of cancellation of an order by the customer, for whatever reason, the customer shall owe Stogger a cancellation fee based on the stage of production at the time of cancellation:

- Prior to start of production: 50% of the total order value

- After start of production but before completion: 75% of the total order value

- After completion but before delivery: 100% of the total order value

Cancellation must always be made in writing. Stogger reserves the right to claim additional damages beyond the above percentages if actual losses exceed these amounts.

f) A delay in delivery shall under no circumstances entitle the Buyer to (i) suspend or withhold any payment, (ii) offset any claim against outstanding invoices, or (iii) refuse acceptance of the goods. All payment obligations shall remain fully enforceable in accordance with the agreed payment schedule.

g) Stogger shall be entitled to execute the order in partial deliveries. Each partial delivery shall be regarded as an independent delivery and may be invoiced separately.

h) The risk of loss, theft, damage or deterioration of the goods shall pass to the Buyer at the moment of Delivery as defined in Article 5a, irrespective of which party arranges transportation.

i) Demurrage, detention, port storage and related charges
All costs arising from demurrage, detention, port storage, quay rent, or any other charges levied at the port or place of destination shall be exclusively for the account of the customer, irrespective of the cause.
Without prejudice to the foregoing, such costs shall in any event be borne by the customer if they arise as a result of:
- the customer's failure to pay import duties, taxes or customs charges in a timely manner;
- the customer's customs broker failing to submit complete and correct documentation prior to the arrival of the goods at the port of destination;
- delays in customs clearance attributable to the customer or its agents;
- the customer's failure to arrange timely collection or onward transport of the goods after arrival.
Stogger shall not be liable for any demurrage, detention or storage costs, nor for any consequences of delays in customs clearance, regardless of whether Stogger arranged transportation on behalf of the customer. The customer indemnifies Stogger in full against any such costs, claims or penalties that may be asserted against Stogger by carriers, port operators, freight forwarders or customs authorities in connection with the above.
The customer acknowledges that it is solely responsible for ensuring that its customs broker is appointed and fully instructed prior to the vessel's estimated time of arrival, and that all required import documentation, permits and duty payments are arranged in advance of arrival of the goods at the port of destination.

j) Site and delivery readiness: For all deliveries, the Customer must ensure: (i) the delivery address is accessible for the type of vehicle used; (ii) adequate unloading equipment is available, such as a forklift, tail lift, crane or loading dock; (iii) qualified personnel are present at the agreed delivery time; and (iv) any required permits or site access arrangements are in place in advance. Waiting time, failed delivery attempts or additional costs caused by inadequate site readiness at the Customer's end shall be charged to the Customer and are considered additional work.

6. Additional and Reduced Work

a) The parties may agree to change or extend the agreed work (additional work) or to reduce it (reduced work). Stogger shall inform the Customer in a timely manner if it becomes apparent during the performance of the work that a change or extension is necessary or desirable, including any resulting change in price.

b) If the Customer does not agree in writing to the proposed change and/or extension within fourteen (14) days, Stogger is entitled to suspend or discontinue performance. In that case the Customer shall owe Stogger compensation for the work already performed at Stogger's applicable rates, without prejudice to Stogger's right to claim damages.

c) Additional work is calculated on the basis of the price-determining factors applicable at the time the additional work is carried out. Reduced work is calculated on the basis of the factors applicable at the time the agreement was concluded.

d) Unforeseen ICT adjustments, software integrations or other installation-supporting work required for the correct delivery of Services shall also be deemed additional work.

7. Complaints

a) Control of the quantity of the delivered goods rests with our client. If our client does not make a complaint as soon as possible and in any event within 24 hours after receipt of the delivered quantities, the quantities stated on the waybills, delivery notes, invoices or similar documents will be considered correct.

b) The Customer is obliged to inspect the Products delivered on the day of commissioning, or if the Products are not commissioned on the day of delivery, within three (3) days after delivery at the Customer's location. The Customer must examine whether the quality and quantity of the Products correspond to what was agreed.

c) Complaints about visible defects must be submitted to Stogger immediately, in any case within eight (8) days after delivery, in writing and stating reasons. Complaints about invisible defects must be submitted to Stogger in writing and with reasons within eight (8) days after discovery of the defect, at least after discovery was reasonably possible, but no later than two months after delivery. If Stogger has not received a written and motivated complaint within the stated periods, our client is deemed to have approved the delivery.

d) If the goods have been processed in whole or in part, they will be deemed to have been approved and our liability will therefore lapse.

e) Complaints do not entitle our client to suspend payment of the undisputed part of the claim. Any appeal to set-off is then excluded. Goods delivered and received will not be taken back by us, unless otherwise agreed in writing.

f) The Customer must give Stogger the opportunity to investigate the complaint or have it investigated, and shall provide all reasonable cooperation for this purpose.

8. Damages

In the event of non-delivery, late delivery, incomplete delivery or improper delivery, our obligation to pay compensation for damage, without prejudice to the provisions of Articles 5 and 9, shall be fully satisfied by delivering what was agreed but not yet delivered. In the event that delivery is no longer possible, our liability for damages shall be limited to the actual costs incurred by the customer, up to a maximum of 5% of the purchase price of the undelivered goods.

9. Force Majeure

In case of force majeure, including but not limited to fire, strike, lockout, war, mobilization, riots, natural disasters, pandemics, supply chain disruptions, raw material shortages, governmental restrictions, and any other circumstances beyond our reasonable control that prevent normal business operations, we shall be released from our contractual obligations without liability for damages. In such cases, we reserve the right to extend delivery times or cancel orders as necessary. Under force majeure conditions, we shall not be liable for any consequential, incidental, or indirect damages arising from delayed or non-performance. If the force majeure situation lasts longer than three (3) months, either party is entitled to dissolve the agreement in writing without obligation to pay damages, without prejudice to Stogger's right to payment for work already performed.

10. Warranty and Exoneration

a) We provide a standard factory warranty of one (1) year, unless explicitly stated otherwise in writing. This warranty ensures the soundness of the work performed and the goods delivered. If defects occur within this period due to faulty workmanship or material defects, the customer is entitled to repair or replacement of the defective parts. The defective parts must be sent to us free of charge for this purpose, with return shipping costs borne by the customer. Any warranty work performed outside our company may result in additional costs, which may be passed on to the customer. This warranty is also referred to as a carry-in warranty.

b) The warranty is only valid if the customer has fulfilled all contractual obligations under any agreement made between us and the customer.

c) The warranty is void if the goods have been misused, improperly installed, or repaired by unauthorised third parties without our prior written consent.

d) In any case, the warranty does not cover defects arising from:

– failure by the Customer to observe the manual or other documentation provided by Stogger;

– use of the delivered goods other than their intended normal use;

– normal wear and tear;

– weather damage, including but not limited to hail, extreme cold or extreme heat;

– assembly, installation or repair by third parties, including by the Customer, without Stogger's prior written consent;

– accidents or intentional acts by the Customer or third parties;

– absence of a stable and reliable internet connection or GPS signal, where required for the operation of the Products.

It is for the Customer to demonstrate that none of the above exclusions apply.

e) Any liability on our part for damages and/or costs is limited to the sales price of the goods or the consideration for the services provided. Liability is expressly excluded for any damages and/or costs arising beyond one (1) year from the date of delivery of the materials or completion of the services.

f) Our liability for damages shall never exceed the amount acknowledged by our supplier to us.

g) The customer indemnifies us against all claims from third parties regarding the goods delivered, the use of drawings, documents, or other materials provided, or any work carried out by us at the customer's request. This applies to any damages incurred by third parties, regardless of the cause or timing, provided that the total amount of damages payable by us to the customer and third parties does not exceed the above-defined liability limits.

h) Any advice, information or statements provided by Stogger regarding import duties, tariffs, customs classifications, trade measures or other fiscal or regulatory matters are indicative only and do not constitute professional customs or legal advice. The customer is solely responsible for obtaining independent verification from a qualified customs specialist or legal advisor before relying on such information for commercial or financial decisions. Stogger accepts no liability for damages resulting from advice, instructions or information provided, whether verbal or written, including but not limited to information regarding import duties or trade measures.

i) If a customer has purchased a Service & Maintenance package, the terms and duration of this package will be explicitly stated in the agreement. The Service & Maintenance package remains valid only if the customer adheres to the required service and maintenance schedule, as stipulated in the agreement.

j) The termination of a service and maintenance agreement immediately results in the cessation of any Service & Maintenance package coverage.

11. Liability and Limitation of Claims

a) General Limitation of Liability: We are not liable for any indirect damage, consequential damage, or damage to the customer's property, including but not limited to grass or other vegetation, resulting from the use of our products, unless there is intent or gross negligence on our part.

b) Liability for Hidden Defects: Hidden defects are faults or deficiencies in the delivered product that were not visible at the time of delivery and that the customer could not reasonably have discovered during a normal inspection. The customer is required to report hidden defects to us in writing within a reasonable period after discovery, but no later than six months after delivery of the product. In the event of hidden defects that are not caused by improper use, installation, or maintenance by the customer, we will, at our discretion, either repair the defect or replace the product. In such cases, our liability is limited to the costs of repairing or replacing the defective product.

c) Responsibility of the Operator: Even if we provide advice regarding the use of our products, the responsibility for their proper use lies solely with the operator. The operator is trained to assess the specific situation at any given moment and is responsible for making the correct operational decisions. As we provide guidance remotely, we cannot assess real-time conditions on-site, and therefore, we do not accept any liability related to the use of our products.

d) Customer Indemnification: The customer indemnifies us against all claims from third parties related to damages resulting from the use of our products. This includes, but is not limited to, claims arising from improper use, negligence, or failure to adhere to recommended maintenance and safety procedures.

e) Final Liability Limitation: Our total liability for any claims related to damages, whether direct or indirect, is strictly limited to the invoice amount of the relevant product or service, unless explicitly agreed otherwise in writing.

12. Payment

a) If the delivery or completion takes place in parts, we can invoice each part separately.

b) If no other term is mentioned, invoices from Stogger must be paid within 30 days of the invoice date in a manner to be indicated by Stogger. After this term of 30 days or the term otherwise agreed in writing, our client is deemed to be in default by operation of law, therefore without summons or notice of default.

c) If our client fails to make payment within 30 days of the invoice date, we reserve the right to charge 1.5% interest per month on the overdue amount, with a minimum of the statutory interest rate. Any collection costs incurred to recover the outstanding amount shall be fully borne by the customer, including legal and administrative expenses.

d) Payments made by the Customer shall always first be applied to reduce any (extrajudicial) collection costs, then to reduce the interest due, and finally to reduce the principal sum. Stogger reserves the right to assign the outstanding claim to a third party. In that case, all judicial and extrajudicial costs shall be borne by the Customer.

e) Every obligation of our client is immediately due and payable in the event that our client applies for suspension of payments, is declared bankrupt, liquidates his company or transfers it to third parties, is placed under guardianship, or is seized at his expense, in which cases we also have the right to consider agreements concluded for the part not yet performed by us as dissolved without judicial intervention, without prejudice to our right to payment for the performed part of the agreements and to compensation.

f) We always have the right to demand full payment in advance or to deliver cash on delivery.

g) We are entitled, before performing or continuing to perform, to demand security from our client for the timely fulfilment of its payment obligations. If our client is in default of any obligation, including the obligation to provide security, all our claims against it are immediately due and payable and we are entitled to demand proper security for further performance.

13. Retention of Title

a) Stogger retains ownership of the goods delivered or to be delivered by it until all outstanding invoices have been paid in full.

b) If the other party forms a new item from or partly out of the items referred to in a., this is an item that Stogger has formed for itself and the other party will hold it for Stogger as its owner, until all obligations as referred to in a. are completed.

c) In the event that payment has not been made in full on the due date, we may, without notice of default being required, immediately claim all goods as delivered by Stogger.

d) As long as payment has not been made in full, the partial or total destruction or damage of the goods will be at the expense and risk of our client.

e) Our client is obliged to inform us immediately in writing if third parties assert rights to goods subject to retention of title pursuant to this article, failing which our client owes a penalty amounting to 10% of the unpaid part of the agreed price.

f) The Customer is obliged to adequately insure the goods delivered by Stogger for as long as the retention of title applies. At Stogger's request, the Customer must provide proof of adequate insurance, for example by submitting an insurance policy. Stogger is at all times entitled to inspect the location of the goods, or to have them inspected by a third party. The Customer grants irrevocable access for this purpose.

14. Confidentiality

The customer is obliged to keep secret all confidential information it receives from us. Confidential information is any information that is not publicly known or marked confidential. The Customer is expressly prohibited from retrieving confidential information of Stogger regarding its Products by means of disassembly or reverse engineering.

15. Retention

We have the right of retention of our business partner's property as long as our business partner has not fulfilled all of its contractual obligations to us. We also have the right of retention if our client has been declared bankrupt or has applied for suspension of payment.

16. Several

If two or more (legal) persons conclude an agreement with us, each of them is jointly and severally liable for the full fulfilment of the obligations arising for them from the agreement.

17. Collection Costs

Extrajudicial collection costs will be charged to the other party in accordance with the collection rate of the Netherlands Bar Association.

18. Data Ownership

a) The Counterparty has the right to use all knowledge and data specifically related to its order for the duration of the agreement, exclusively within its own organisation and exclusively for the purpose of the Products or Services supplied by Stogger.

b) All data — including any related intellectual property rights or similar rights — generated through or by means of the Services or Products provided by Stogger are fully and exclusively owned by Stogger. Stogger is entitled to use the knowledge, data and know-how obtained through the performance of the agreement for its own purposes and to make them available to third parties.

c) The right of use referred to in a. is not transferable. The Counterparty is not permitted to sell, (sub)licence, or in any other manner make available to third parties the specific knowledge and data without Stogger's prior written consent.

d) Upon termination of the agreement, the Counterparty shall return to Stogger all copies, data carriers, files, reports and drawings in its possession and shall permanently delete any electronic copies.

19. Non-Solicitation

a) During the term of any agreement and for a period of twelve (12) months after its termination, the Counterparty is prohibited from directly or indirectly approaching employees of Stogger, persons or companies engaged by Stogger, or suppliers of Stogger, for the purpose of performing work equal to, similar to or related to the Services or Products provided by Stogger, or from otherwise entering into business relations with them.

b) Upon violation of the provisions of a., the Counterparty shall owe Stogger an immediately due and payable penalty of € 10,000 per violation, plus € 5,000 for each day the violation continues, without prejudice to Stogger's right to claim full damages.

20. Suspension and Dissolution

a) The customer waives the right to dissolve the agreement pursuant to art. 6:265 of the Dutch Civil Code, as well as the right to terminate this agreement pursuant to art. 7:408 or art. 7a:1647 of the Dutch Civil Code. Dissolution shall only be permitted under the conditions explicitly set out in Article 5d of these Terms and Conditions. The cancellation fee provisions of Article 5e remain unaffected and shall apply in full in the event of any cancellation by the customer, regardless of the grounds invoked.

b) Stogger is entitled to suspend the fulfilment of its obligations or to dissolve the agreement with immediate effect, without judicial intervention and without liability for damages, if:

– the Customer fails to fulfil any obligation under the agreement or these General Terms and Conditions, or fails to do so on time or in full;

– the Customer applies for suspension of payments, is declared bankrupt, ceases or transfers its business;

– attachment is levied on assets of the Customer and is not lifted within three (3) months;

– circumstances come to Stogger's knowledge after the conclusion of the agreement that give Stogger good reason to fear that the Customer will not fulfil its obligations.

Upon dissolution by Stogger, all outstanding claims against the Customer shall become immediately due and payable.

21. Use of Name, Logo and Project Images

a) The customer acknowledges that Stogger Turf Care may, in a reasonable and respectful manner, use the customer's name, logo, and photographs or videos of the project and installed equipment for reference, promotional, or marketing purposes. This may include use on websites, social media, presentations, printed materials, trade fairs, and similar communications. This use is intended solely to demonstrate Stogger's experience and completed projects and is not meant to suggest endorsement beyond the actual collaboration.

b) Stogger will generally seek the customer's consent before using identifiable project images or references. If such consent was not explicitly requested or documented, this will not give rise to any compensation or cost claims by the customer.

c) Unless the customer has explicitly objected in writing prior to delivery, consent for the above use is deemed to be granted, without any additional compensation being due.

d) The customer may object to or revoke this consent for future use at any time by notifying Stogger in writing. Such revocation shall not affect materials already published or distributed in good faith prior to the objection.

e) Upon receipt of an objection, Stogger will cease using the customer's name or logo in new materials as soon as reasonably possible and will make reasonable efforts to address the concern within a period of seven (7) days. The customer agrees that no fees, penalties, or costs shall be charged to Stogger in relation to any past or interim use during this period.

SUPPLEMENTARY PROVISIONS: SHIPPING CONDITIONS

The following provisions apply to all shipments made by Stogger and form an integral part of these General Terms and Conditions. In the event of a conflict between these Shipping Conditions and other provisions of these General Terms and Conditions, the written agreement in the quotation or order confirmation shall prevail.

22. Applicable Shipping Conditions and Incoterms®

a) All shipments by Stogger are subject to Stogger's Shipping Conditions, as published and kept up to date at www.stoggerturfcare.com/shipping-conditions. These Shipping Conditions form an integral part of these General Terms and Conditions and are binding on the Customer. The Customer is responsible for consulting the most recent version of the Shipping Conditions prior to concluding any agreement.

b) The applicable Incoterm® 2020 and named place or port of destination are always stated in the quotation, order confirmation or written agreement where possible. Where a quotation states a shipping price or shipping cost without further specification of the applicable Incoterm® or transport condition, the Shipping Conditions published at www.stoggerturfcare.com/shipping-conditions apply in full, and the standard shipping conditions set out below shall serve as the applicable default, based on the destination of the shipment:

– EU road transport: DAP [named place of destination] — Incoterms® 2020

– Non-EU road transport (incl. UK, Switzerland, Norway, Turkey): CIP [named place of destination] — Incoterms® 2020

– Sea freight / container shipments: CIF [port of destination] — Incoterms® 2020

– Air freight: CIP, CPT or FCA — to be confirmed in writing by Stogger prior to shipment

– Courier shipments (spare parts, accessories): DAP [delivery address]

– Customer-arranged transport: FCA Stogger warehouse (preferred) or EXW Stogger warehouse (on specific request only)

The Customer is deemed to have accepted these default conditions upon acceptance of the quotation, regardless of whether the applicable Incoterm® was explicitly stated therein.

c) In the event of any doubt or dispute regarding the applicable shipping condition, the Shipping Conditions published at www.stoggerturfcare.com/shipping-conditions shall be decisive, read in conjunction with the destination and transport method applicable to the relevant shipment.

d) Delivered Duty Paid (DDP) is not a standard Stogger shipping condition and is only available by explicit prior written agreement and subject to additional conditions. Any quotation or order confirmation that does not explicitly state DDP terms shall be understood to exclude DDP.

e) All import duties, customs clearance costs, import VAT, terminal handling charges, port fees and all other local levies at the destination are at all times for the account of the Customer, unless explicitly agreed otherwise in writing.

f) For all shipments outside the European Union, the Customer is responsible for ensuring that a licensed import agent, customs broker or importer of record is appointed in the country of destination before shipment. Any costs, delays or storage charges arising from the absence or unavailability of an import agent are for the Customer's account and risk.

g) Where Stogger has advanced any costs on behalf of the Customer in connection with import procedures, demurrage, detention, terminal storage or related charges, such costs will be invoiced to the Customer in full and are immediately due and payable.

23. Costs Due to Delays, Customs or Storage

a) The following charges are always for the Buyer's account and risk, regardless of the shipping condition applied, unless explicitly agreed otherwise in writing. For a full explanation of each cost type and the circumstances in which they arise, please refer to the Shipping Conditions page at www.stoggerturfcare.com/shipping-conditions:

– Demurrage and detention — arising from containers or equipment not collected or returned within the agreed free time;

– Terminal storage — port or terminal storage costs after vessel arrival;

– Port congestion surcharges — additional carrier charges due to congestion at the destination port;

– Customs delays — costs or waiting time caused by customs inspection or delays in import clearance at the Buyer's end;

– Border waiting time — caused by import procedures or missing documents on the Buyer's side;

– Failed or delayed delivery — additional transport, storage or handling costs caused by incorrect address information, refused delivery or Buyer unreadiness.

b) Where Stogger has advanced any of the above costs on behalf of the Buyer, reimbursement will be invoiced immediately upon receipt of the relevant charge.

SPECIAL TERMS RELATING TO SOFTWARE AND ADVICE

24. General — Software and Advice

a) The following provisions of these Terms and Conditions apply in addition to the provisions of Articles 1 to 20, unless expressly deviated from below.

b) "Software" means computer program(s) recorded on computer-readable carriers or computer-readable material and the associated documentation, regardless of the form this documentation takes.

c) "Standard Package" means generally available and not specially developed Software for a Counterparty, whether or not adapted, changed or expanded for the benefit of the Counterparty.

d) "Advice" means giving advice in the field of automation and/or organisation, conducting feasibility studies, providing consultancy, performing system analysis, selecting equipment, providing support in the development of Software, providing education, courses or training, and/or organising courses or training.

e) "Supplier" also means the third-party contractor or programmer engaged in the development of Software, or in the development, adjustment, modification and/or expansion of a Standard Package, or in the performance of Advice, who carries out the work on behalf of the original Supplier. This also includes companies with which the Supplier has concluded a distribution agreement on an exclusive basis.

f) The Other Party is responsible for ensuring that all relevant or useful data and information required for the performance of an agreement are always made available to the Supplier in a timely manner and in a form that is fully comprehensible and usable for the Supplier; the costs of obtaining and keeping such data and information in an understandable and usable form and of making them available to the Supplier shall be borne by the Other Party.

g) The Other Party is responsible for the use and correct application of Software and hardware and for the services to be provided by and/or on behalf of the Supplier. The Other Party is also responsible for the use and correct application of the administration and calculation methods to be used, and for securing data.

h) If material, equipment and/or data and information must be made available by the Other Party pursuant to the agreement, the Other Party is responsible for ensuring that these meet the requirements and specifications applicable to the agreement.

i) The Supplier is entitled, if data and information required for the execution of the agreement are not made available, or not completely, not on time, or not in the correct form, or if the Other Party does not otherwise meet its obligations, to suspend or discontinue the performance of the agreement. In such a case, without prejudice to the Supplier's right to compensation, the Other Party will in any event owe the Supplier the applicable compensation for work already performed, while the Supplier is also entitled to charge additional costs at its usual rates.

25. Development of Specific Software

a) Development by the Supplier of specific Software (customised Software) for the Other Party will take place on the basis of prior written specification of the Software to be developed, and on the basis of the data and information made available by the Other Party. The Other Party guarantees the correctness, completeness, relevance and reliability of this data and information.

b) If it has been agreed that the development of Software will take place in steps or phases, the Supplier is entitled to postpone or suspend activities relating to a subsequent step or phase until the Other Party has approved the results of the preceding step(s) or phase(s) in writing.

c) The parties may agree on changes and/or extensions to the agreed work. If a fixed price has been agreed, the Supplier will inform the Other Party of the price change that the desired change(s) and/or extension(s) will entail. In the event of a change or extension, the delivery time will be extended or postponed accordingly.

d) If during performance it appears that a change and/or extension is necessary or desirable, the Supplier will inform the Other Party, including the resulting price change if a fixed price was agreed. If the Other Party has not agreed in writing within fourteen (14) days, the Supplier is entitled to suspend or discontinue the work. The Other Party will then be obliged to pay compensation for work already performed at the Supplier's applicable rates, without prejudice to the Supplier's right to claim damages.

e) The Supplier shall deliver the Software ready for use in accordance with the agreed specification. After ready-to-use delivery, the Software is deemed to have been accepted by the Other Party, or fourteen (14) days after such delivery if no written notice of defects has been received.

f) If agreed in writing, the Other Party is entitled to test the Software for fourteen (14) days after ready-to-use delivery.

g) If during the test it appears that the progress of the test is hindered by defects in the Software, the Other Party will inform the Supplier in writing in as much detail as possible. In such a case the test period will be interrupted until the defects have been rectified.

h) If the Software has defects that do not meet the specifications, the Other Party must inform the Supplier in writing immediately after the end of the test period. The Supplier will repair the defects within a reasonable period; such repair will only be free of charge if a fixed price was agreed for the development.

i) For Software development, the warranty period is three (3) months after acceptance. During this period the Supplier will repair defects to the best of its ability if the Software does not meet the prior written specifications. Recovery of lost data is not covered by the warranty. The warranty lapses if the Software has been modified by anyone other than the Supplier. The Supplier does not guarantee that the Software will function without interruption or that all defects will be repaired.

j) When a maintenance agreement has been concluded, the Other Party is obliged to immediately inform the Supplier in writing of defects found. Recovery of lost data is not covered by maintenance. Costs of repair caused by user errors or changes by third parties may be charged to the Other Party.

k) Subject to fulfilment of its obligations, the Other Party may use the Software specially developed for it without restrictions, unless agreed otherwise.

l) The Supplier is at all times entitled to use, apply and further develop Software developed by, on behalf of or on its instructions.

26. Standard Package

a) If the Supplier grants the Other Party the right to use a Standard Package, this only includes the non-exclusive right to use the Standard Package in the manner described below.

b) The Standard Package may only be used by the Other Party on one processing unit, on the understanding that the Software may be used temporarily on another processing unit in the event of a malfunction, until the malfunction has been rectified.

c) Unless otherwise agreed, the Other Party is entitled to make a maximum of two back-up copies for security purposes; these copies may only be used to replace original material that has become unusable and must bear the same labels and indications as the original.

d) Without the prior consent of the Supplier, the right of use may not be transferred to third parties. The Other Party is not permitted to sell, rent out, alienate or make available to third parties a Standard Package or any copy thereof.

e) The source code of the Software of a Standard Package will not be made available to the Other Party.

f) The ownership and all industrial and intellectual property rights regarding the Standard Package remain with the Supplier. The Other Party will not remove or make illegible any copyright or other intellectual property indications.

g) By entering into an agreement relating to a Standard Package, the Other Party acknowledges that the Standard Package contains confidential information and trade secrets of the Supplier and is obliged to keep it confidential.

h) The warranty period for a Standard Package is three (3) months from delivery. The Supplier will repair defects to the best of its ability if the Software does not comply with the user manual. Recovery of lost data is not covered. The warranty lapses if the Standard Package is modified by anyone other than the Supplier.

i) Under a maintenance agreement, the Other Party is obliged to immediately inform the Supplier in writing of defects found. Costs of repair caused by user errors or third-party modifications may be charged to the Other Party.

j) Under a maintenance agreement, when an improved version becomes available the Supplier will make it available to the Other Party. The Supplier is no longer obliged to repair defects in older versions three (3) months after a new version has been made available.

k) The Supplier may make standard packages and/or specific software available to third parties. Where the Supplier provides only a right of use under a third-party user or licence agreement, only the provisions of that agreement shall apply.

27. Consulting

a) If it has been agreed that Advice will take place in steps or phases, the Supplier is entitled to postpone or suspend activities relating to a subsequent step or phase until the Other Party has approved the results of the preceding step(s) or phase(s) in writing.

b) The parties may agree on changes and/or extensions to the agreed work. If a fixed price has been agreed, the Supplier will inform the Other Party of the price change that the change(s) or extension(s) entail. In the event of a change or extension, the time of completion will be adjusted accordingly.

c) If during performance a change and/or extension appears necessary or desirable, the Supplier will inform the Other Party, including the resulting price change. If the Other Party has not agreed in writing within fourteen (14) days, the Supplier may suspend or discontinue the work. The Other Party will then be obliged to pay compensation for work already performed at the Supplier's applicable rates, even if a fixed price was agreed, without prejudice to the Supplier's right to claim damages.

SUPPLEMENTARY PROVISIONS: RENTAL AND (FINANCIAL) LEASE

The following provisions apply — in addition to the other provisions of these General Terms and Conditions — to all agreements under which Stogger rents or provides Products under (financial) lease to the Counterparty. Where these provisions deviate from other provisions of these General Terms and Conditions, these provisions shall prevail.

28. General — Rental and Lease

a) The Tenant/Lessee undertakes to pay the agreed rental or lease price and the fees and costs arising from the agreement, and to return the rented or leased object after the end of the rental or lease period, all subject to the provisions below.

b) Return means making the rented or leased object available to Stogger in its original condition, clean and complete.

c) The Tenant/Lessee is entitled to inspect or have inspected the rented or leased object prior to taking it into use. If the Tenant/Lessee does not exercise this right, the object shall be deemed to have been delivered in new condition, complete and in accordance with the agreement.

29. Rental and Lease Period

a) The rental or lease is entered into for a period to be determined by the parties. The rental or lease period begins on the agreed day of delivery of the object by Stogger to the Tenant/Lessee and ends on the agreed day of return of the object by the Tenant/Lessee to Stogger.

b) If the rented or leased object is returned within the agreed period, i.e. prematurely, the rental or lease sum remains due for the entire agreed period.

c) If the rented or leased object is not taken into use by the Tenant/Lessee at the agreed time due to any cause, the Tenant/Lessee will nevertheless owe the rental or lease price for the entire agreed period, while the object will be kept at the Tenant/Lessee's disposal for the account and risk of the Tenant/Lessee. If the Tenant/Lessee does not take the object into use immediately after Stogger's written notice, Stogger is entitled to freely dispose of it, while the agreed rental or lease price remains due in full.

30. Risk During Rental or Lease

a) During the entire rental or lease period, the risk of the rented or leased object is for the account of the Tenant/Lessee, irrespective of the event, act or omission that may have caused any damage. This also applies in the event of force majeure on the part of the Tenant/Lessee. The Tenant/Lessee is obliged to compensate all damage to the rented or leased object on the basis of new value.

b) The Tenant/Lessee shall indemnify Stogger against any third-party claims in connection with the rented or leased object, regardless of the basis of such claims.

31. Use and Insurance During Rental or Lease

a) During the rental or lease period, the Tenant/Lessee is obliged to use the rented or leased object in accordance with its nature and purpose, to maintain it as a good tenant, and to secure it against theft, destruction and damage.

b) The Tenant/Lessee is obliged to adequately insure the rented or leased object throughout the entire rental or lease period against all risks normally insured against in the industry. The insurer and policy conditions must be acceptable to Stogger. At Stogger's request, the Tenant/Lessee must provide proof of adequate insurance, for example by submitting an insurance policy. At Stogger's request, the Tenant/Lessee must also provide proof of timely payment of insurance premiums. If the Tenant/Lessee fails to insure or pay premiums, Stogger may take over the insurance payments and recover the costs from the Tenant/Lessee.

c) During the rental or lease period, any necessary repairs will be carried out at the expense of the Tenant/Lessee by or on behalf of Stogger. The Tenant/Lessee may only carry out or arrange repairs with Stogger's prior written consent, using only original spare parts.

d) During the rental or lease period, Stogger is at all times entitled to inspect the condition and manner of use of the rented or leased object, or to appoint a third party to do so. The Tenant/Lessee shall provide access to the object and its location.

e) Stogger may at any time have the rented or leased object appraised, at the Tenant/Lessee's expense. The Tenant/Lessee shall grant the appraiser access and provide all necessary information and documents.

f) Without Stogger's express written consent, it is not permitted to assign, sell, sublet, or transfer to third parties the rented or leased object or any right arising from the agreement.

32. Return of Rented or Leased Object

a) At the end of the rental or lease period, the Tenant/Lessee is obliged to return the object in its original and cleaned condition, complete with all associated documentation and accessories.

b) If the Tenant/Lessee does not comply with the obligation to return, the Tenant/Lessee will be liable for all resulting damages and costs, including Stogger's loss of income, without any notice of default being required.

c) If the object is not returned on the agreed date, Stogger is entitled — without notice of default and without court intervention — to terminate the agreement and to repossess the object without delay, without prejudice to Stogger's right to claim damages. Stogger will inspect the returned object and inform the Tenant/Lessee of its findings as soon as possible. The Tenant/Lessee has the right to be present at the inspection.

33. Termination of Rental or Lease Agreement

a) Upon termination of the rental or lease agreement, the Tenant/Lessee is obliged to immediately return the rented or leased object.

b) If the Tenant/Lessee cancels the rental or lease agreement, the Tenant/Lessee shall be liable to pay the rental or lease sum for the entire initial period in a single lump sum.

c) Upon termination, all outstanding claims of Stogger against the Tenant/Lessee shall become immediately due and payable.

34. Applicable Court of Jurisdiction

Dutch law applies to all legal relationships between Stogger and the other party. All disputes arising therefrom or related thereto, including those which are regarded as such by only one of the parties, will be settled exclusively by the competent court of Roermond (the Netherlands), unless Stogger opts for another competent court.