GENERAL TERMS AND CONDITIONS OF MASTOP TOTAAL TECHNIEK B.V.

Article 1 General
  1. These general terms and conditions (‘General Conditions’) apply to all offers by Mastop Totaal Techniek B.V.
    registered with the Netherlands Chamber of Commerce under KvK number 29049097 and its affiliated companies,
    referred to below as ‘Mastop’, to the Customer, all Contracts with the Customer, and all supplies and activities
    relating thereto. Deviations from these General Conditions must be agreed in writing.
  2. relating thereto. Deviations from these General Conditions must be agreed in writing.
    2. In these General Conditions, the following terms have the following definitions unless expressly stated otherwise or
    the context indicates otherwise:
    a. Customer: the legal entity or consumer who has entered into or wishes to contract with Mastop or who has
    received an offer from Mastop;
    b. Contract: the agreement between the Customer and Mastop;
    c. System: the irrigation system, technical installation or other item supplied by Mastop;
    d. Location: the location where the system is assembled or where it has been delivered.
  3. Once there is a Contract governed by these General Conditions all subsequent transactions are likewise governed by these General Conditions.
  4. The application of any purchasing conditions or other terms and conditions of the Customer is expressly excluded.
  5. In the event of any textual difference of meaning between the various language versions of these General Conditions, the Dutch text will be binding.
Article 2 Creation of a Contract
  1. All offers of Mastop are subject to contract. Offers may be revoked until there is a binding Contract. Mastop reserves the right to refuse an order without having to state reasons.
  2. Contracts are not concluded until there is written acceptance by Mastop or as soon as Mastop has started to carry out the order placed by the Customer. The same also applies to any subsequent additional agreements, amendments, or undertakings.
  3. An offer is valid for 14 days from the offer date. If the offer itself stipulates otherwise, then the terms of the offer are determinant.
  4. Product properties, technical characteristics, durability characteristics and images posted in catalogues or on the website only give an impression of the goods and are not binding on Mastop.
  5. Obvious mistakes or errors in offers, product range, agreements or e-mail messages or on Mastop’s website do not bind Mastop.
  6. An itemised price offer does not oblige Mastop to perform part of the contract at the corresponding part of the offered price.
  7. The offers and accompanying documents supplied by Mastop to the Customer remain the property of Mastop and may not be used, reproduced or made public without Mastop’s permission.
  8. Acceptance of the offer by the Customer is conditional upon acceptance of these General Conditions.
Article 3 Obligations of the Customer
  1. The Customer guarantees the correctness and completeness of the requirements, specifications and instructions for the desired performance and other data supplied for or on behalf of the Customer, on which Mastop bases its offer, agreement and (performance of) activities.
  2. If the data provided by the Customer is incomplete and/or incorrect, this shall be entirely at the Customer’s expense and risk.
  3. The Customer shall ensure that all data, equipment and rooms, that Mastop indicates to be necessary or that the Customer should reasonably know to be necessary for the performance of the Contract, shall be provided to Mastop in good time.
  4. The Customer must ensure in good time and at its own expense that:
    a. The location is at the agreed time clean and free of obstacles, and therefore accessible by Mastop;
    b. The work can be carried out without interruption, safely and on time;
    c. All reasonable facilities required for proper performance of the work are available on location (see Article 8
    for facilities related to installation of the system);
    d. The location is in line with Mastop’s reasonable requirements;
    e. Mastop shall be informed without delay of any issues that may be relevant in connection with the
    performance of the Contract.
  5. The Customer indemnifies Mastop against any third-party claims arising from acts and conduct of the Customer, including failure by the Customer to perform any obligations under this article.
  6. Irriview (web-based) irrigation systems require that there be an active and functioning internet connection at all times, even after installation, in accordance with the annex to this Contract headed ‘Requirements for irrigation system installation’. MT-ECO-PRO (Hydrawise) systems require a good Wi-Fi connection at all times. The offer does not include the work required to establish an internet connection. If there is no internet connection for the aforesaid systems, there is a risk of damage to the technology and/or planting.
Article 4 Delivery and delivery periods
  1. All delivery periods stated by Mastop are indicative only and are explicitly not deadlines. With regard to delivery periods, Mastop shall not be in default until it has been given a legally valid notice of default containing a reasonable period within which Mastop can still perform its obligations.
  2. There can only be a deadline if Mastop has explicitly agreed or confirmed in writing that a certain term constitutes a deadline.
  3. Delivery periods start to run when Mastop has received all necessary data and items from the Customer and, if applicable, an advance payment has been received.
  4. Late delivery or non-delivery does not entitle the Customer to compensation for loss, termination of the Contract or suspension of any obligation towards Mastop.
  5. In the event that a (delivery) period agreed by Mastop with the Customer is exceeded as a result of an event that is beyond Mastop’s control and cannot otherwise be attributed to Mastop’s acts and/or omissions, as described, inter alia, in Article 14 of these General Conditions, this period shall be extended automatically by the period by which it was exceeded as a result of such event.
  6. Mastop is permitted to deliver sold goods in parts. If the goods are delivered in parts, Mastop is entitled to invoice each part separately.
  7. Transport costs for delivery of orders will be charged to the Customer unless otherwise stated. If the Customer requests the delivery of an order to be handled in a different manner than usual, e.g. dispatch by express or special transport, or if special packaging material is required, the Customer shall also be charged for any additional costs involved.
  8. The Customer must take delivery of the purchased goods at the moment they are delivered to the Customer, or they are made available to the Customer in accordance with the Contract.
  9. If the Customer refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods will be transported and stored at the Customer’s expense and risk.
Article 5 Prices and rates
  1. Listed prices and rates are exclusive of VAT and other government levies, unless otherwise stated in writing and unless the Customer is a consumer.
  2. Each Contract is made under the express condition that the price is based on the cost factors applicable at the time the Contract is concluded, such as purchase prices, labour costs, export duties, freight, insurance, unloading costs, import duties, levies, taxes, taxes, foreign currency offset and transport costs. If the Contract is not performed until some time later, the prices in force at that time shall apply.
  3. Mastop has the right to increase its prices by the increases that occur before the day of delivery or before the day of commencement of the work, caused by, for example, increases in material prices, production costs, import duties, taxes, changes in laws and/or regulations, exchange rates of foreign currencies, transport costs and the like or increases in hourly rates, including but not limited to changes in the collective labour agreement.
  4. Mastop also has the right to increase its prices and rates. If wage increases are implemented according to the applicable collective labour agreement, Mastop reserves the right to adjust its hourly rates accordingly. The cost of a continuing-performance contract is subject to annual change and is indexed annually.
  5. If the price change involves an increase of more than 8%, the Customer has the right to terminate the continuing performance contract in the manner stipulated by in the Contract, subject to a notice period of 2 months.
Article 6 Additional work and additional costs
  1. If any of the following circumstances occurs, Mastop is entitled to charge the Customer for the additional costs it
    has incurred as a result:
    a. The Contract is extended or amended at the Customer’s request;
    b. There are waiting times and delays caused by the Customer’s breach of its obligations;
    c. Additional work must be carried out due to circumstances that could not reasonably known or anticipated on
    the basis of data on which the offer is based;
    d. If there are differences between the condition of the location evidenced during performance and the
    condition that Mastop could reasonably have expected;
    e. The location is not empty and clean;
    f. The location is not easily accessible;
  2. Any additional costs arising from the failure to meet the obligations set out in Article 3 and/or the requirements in the annex to the Contract ‘Requirements for irrigation system installation’ shall be borne by the Customer.
  3. The cost of installation of the system is only included in the price of the system if it is expressly included in writing in the offer or Contract.
  4. Any parking, shipping, travel and accommodation costs (including food, drinks and accommodation costs) will be charged to the Customer.
  5. Handling fees may be charged for orders and counter sales below €50.00 excluding VAT. The same applies to work charged at an hourly rate; in that case, handling fees may be charged per invoice.
  6. Mastop assumes there is an electrical outlet 230/380V within 40 metres of the location. If not, the cost of using an aggregate will be charged to the Customer on subsequent calculation.
  7. The costs for commissioning, start-up and testing of the system, any costs for renting an aerial platform and/or scaffolding or other equipment, and costs for chopping, breaking and digging are not included in the quoted price, unless expressly stated otherwise in writing.
  8. The supply and processing of lava, sand, soil, etc. is on the basis of more/less quantities and work. This will be settled on subsequent calculation.
  9. Additional costs resulting from delays by third parties and beyond the control of Mastop and/or the Customer shall also be regarded as additional work.
Article 7 Delivery
  1. Mastop’s work is considered delivered in the following cases:
    a. If the work is approved;
    b. If the work is commissioned;
    c. If the system comes online such that remote management or Wi-Fi supply is in operation;
    d. If the Customer has not given written notice of non-approval of the work within 14 days of its delivery or
    performance of the final work;
    e. If the work is not approved on the grounds of minor defects or missing parts that can be repaired or redelivered within 30 days and do not prevent commissioning.
  2. If the work is not approved, the Customer must notify Mastop in writing within 14 days after delivery or after the last work has been carried out, stating the reasons, and Mastop must be given the opportunity to carry out repairs.
  3. If a fault in the products delivered is caused by an act and/or omission of the Customer, all costs incurred by Mastop to repair the fault are for the account of the Customer.
  4. The Customer is not permitted to make any changes to the delivered goods without Mastop’s prior permission, unless these changes fall under the normal use of the delivered goods.
  5. The Customer must use the delivered goods only in line with the instructions or technical specifications.
Article 8 Warranties
  1. Mastop provides a 2-year warranty on all delivered materials and installations, commencing on the date of delivery. For irrigation controls (stand-alone web-based), climate controls, substrate controls and all other composed irrigation and control units, this warranty only applies if the Customer has entered into a service and maintenance contract for the system with Mastop and if the Customer has had the system serviced by Mastop at least once every six months from the date of delivery and if the other conditions listed in this article are fulfilled. The warranty described in this article does not apply to small parts and parts subject to wear and tear.
  2. If the system installed by Mastop becomes defective during the warranty period and the warranty claim is accepted by Mastop, Mastop will supply a new part free of charge. Labour costs including travel hours and travel and accommodation expenses incurred to replace a defective part are therefore covered by the warranty. Mastop’s liability is at all times limited to the provisions of Article 13.
  3. If the system supplied by Mastop becomes defective during the warranty period and the warranty claim is accepted by Mastop, Mastop will supply a new part free of charge. Labour costs incurred to replace a defective part are then covered by the warranty. Travel hours and any accommodation costs will be charged to the Customer. Mastop’s liability shall at all times be limited to the provisions of Article 13.
  4. Replacing parts do not extend the warranty period.
  5. To qualify for warranty, the following conditions also apply in addition to the other conditions listed in this article:
    a. The entire system (except the sensors and (drip) piping) is set up in a locked room accessible only to authorised persons responsible for the system;
    b. This room should be well ventilated, dry and frost-free.
  6. Mastop should be given the opportunity to investigate the warranty claim.
  7. The warranty claim will be rejected if there are defects resulting from:
    a. External influences such as insufficient or no water, polluted water, incorrect or no supply voltage, short circuiting, lightning strikes, a faulty and/or incorrectly configured internet connection, vandalism, theft, mechanical damage, etc;
    b. The Customer’s failure to swiftly follow up on advised action after the raising of Irriview/Hydrawise alarms;
    c. Changes made to the system, including repairs made without Mastop’s consent;
    d. Improper installation and/or use of the system by third parties;
    e. Defects in items not supplied by Mastop.
  8. Costs arising from service visits to remedy defects with the causes listed in section 7 of this article will be charged.
  9. If the Customer is not entitled to claim under the warranty, for example because all warranty conditions are not met or if the warranty period has expired, and Mastop remedies the defect on behalf of the Customer, the costs of this work shall be charged to the Customer.
Article 9 Invoicing and payment
  1. For projects with a contract price of €4,000 excluding VAT and above, Contracts shall, unless otherwise agreed in writing, be invoiced as follows:
    a. 40% on placing the order;
    b. 50% at the start of the work;
    c. 10% after completion/delivery/coming online of the project.
  2. For projects with a contract price below € 4,000, trade orders, subscriptions, breakdowns and other service and maintenance orders, invoicing takes place in one instalment, unless otherwise agreed in writing.
  3. The Customer shall pay the invoices received from Mastop within 14 days from the invoice date, unless otherwise agreed.
  4. If the Customer fails to pay an invoiced amount on time, Mastop is entitled to suspend or terminate the performance of the work until all outstanding invoices have been paid. Mastop cannot be held liable for any loss suffered by the Customer as a result of such suspension or termination.
  5. After the Customer has fulfilled its obligations, Mastop shall have a period in which to deliver that, taking into account the possibilities existing at that time within Mastop’s own company and/or its suppliers, is necessary for the delivery of the goods.
  6. If the term of payment is exceeded, Mastop is entitled to charge extra administration costs from the second reminder onwards. In addition, all collection costs, after the Customer is in default, both judicial and extrajudicial, shall be borne by the Customer. The extrajudicial collection costs are set at 15% of the principal sum or €300, whichever is more. If the Customer is a consumer, the statutory interest rate applies, and the extrajudicial collection costs are determined in accordance with the Collection Costs Act.
  7. In case of liquidation, bankruptcy, attachment or moratorium on respect of the Customer, Mastop’s claims against the Customer are immediately due and payable.
  8. Any payment made by the Customer shall first serve to pay the interest due and then to pay the collection costs incurred. Only after these amounts have been paid will any payment by the Customer serve to settle the outstanding principal sum.
  9. The Customer is not allowed to deduct any amount from the invoice amount to be paid or to offset any amount against it. The Customer’s right to invoke suspension is therefore also excluded.
Article 10 Complaints
  1. The Customer must examine the purchased goods (or have them examined) immediately on delivery. The Customer must check whether the delivered goods comply with the Contract, namely:
    a. whether the right goods have been delivered;
    b. whether the delivered goods correspond with what is agreed concerning quantity (for example number and
    volume);
    c. whether the delivered goods meet the agreed quality requirements or – in the absence of such agreed terms
    – the requirements that may be set for normal use and/or commercial purposes.
  2. Complaints based on visible defects lapse if the Customer has not notified Mastop of the defect in writing within 48 hours of receiving the goods.
  3. Complaints about an invoice of Mastop must be notified in writing within 8 days after the invoice date, failing which all rights will be lost, and the invoice shall be considered correct and undisputed.
  4. All other possible defects must be reported in writing to Mastop within 5 days after the Customer has detected, or at least reasonably could have detected, a defect, accurately stating the nature and grounds for the complaints. After this period, the Customer can no longer claim in respect of a defect in performance.
  5. The complaint must contain a description of the defect and Mastop must be given the opportunity to investigate the complaint at first request. The Customer shall allow Mastop to have the goods in question inspected by an expert or an independent body. If the complaint is upheld by the expert, the costs of the inspection are payable by Mastop. In the complaint is rejected, the costs shall be borne by the Customer.
  6. If the Customer has complained to Mastop in good time and Mastop has acknowledged the complaint, Mastop may choose either to deliver the missing goods, replace the delivered goods after returning the original delivered goods or refund a proportional part of the purchase price.
  7. Filing a complaint does not suspend the Customer’s obligation to pay, unless Mastop expressly agrees to such suspension in writing.
Article 11 Retention of title
  1. The sale and delivery are subject to a comprehensive retention of title. The ownership of goods sold, delivered and to be delivered, including those already paid for, is retained until all claims – including interest and costs – of Mastop against the Customer under the Contracts and related services have been paid.
  2. Until ownership of the delivered goods has passed to the Customer, it cannot and may not transfer ownership of the goods or grant any other security right to third parties for debts, loans or other financial arrangements.
  3. The Customer must:
    a. Keep the delivered goods subject to retention of title properly stored and mark them and/or keep them identifiable as the property of Mastop;
    b. Pledge to Mastop at Mastop’s first request all insurance claims of the Customer in respect of the goods delivered under retention of title must be, pursuant to Book 3 Article 239 of the Dutch Civil Code;
    c. Immediately inform the Mastop if any third party claims rights with regard to the items delivered by Mastop to the Customer, in the event that Mastop has any amount still to claim from the Customer on the basis of the delivery of these goods. Mastop shall in that case be entitled to immediately take possession of the relevant goods. In such a case, the Customer shall be liable for all costs involved. Mastop is not obliged to re-deliver these goods until it has been paid in full or adequate security has been provided in respect of its claim(s).
  4. If the Customer is late with payment or if there is good reason to believe that the Customer will not pay or will be late with payment or has payment problems or threatens to have payment problems, Mastop is entitled to take possession of its property and to sell it to third parties.
  5. In the event that, pursuant to section 1 of this article, Mastop claims the goods subject to retention of title as its property, the Customer shall give unconditional and irrevocable permission to Mastop, or third parties to be appointed by Mastop, to enter all those places where Mastop’s property is located and to recover those goods if the Customer is in default.
  6. If the Customer fails to comply with its obligations under this article on time or at all, it will be in default and will forfeit to Mastop, without further notice of default being required, an immediately payable penalty of €10,000, plus a penalty of €1,000 per day, for as long as the breach continues, up to a maximum of €400,000, and without prejudice to Mastop’s right to claim full compensation in addition. The Customer shall owe the penalty in the event of a breach of its obligations, without prejudice to Mastop’s right to enforce compliance by the Customer with its (other) obligations under (the) Contract(s).
  7. If Mastop claims and recovers goods as its property, it must send the Customer a credit note for these goods equal to the market value of the recovered goods at the time of their recovery. The market value shall in any case be equal to the sale value less the loss of value of the goods and less the costs of retrieving the goods, or equal to the sale value of the goods realised in the event the goods are sold to a third party via a private/public sale less the costs of retrieving the goods, at Mastop’s discretion, and without prejudice to the right to other compensation. The
    resale value of custom-made goods can be considerably lower or even close to zero.
  8. If and insofar as the country of destination of the goods offers more extensive possibilities with regard to the retention of title, those more extensive possibilities shall apply.
Article 12 Intellectual property
  1. The Customer shall not infringe any intellectual or industrial property rights as well as similar rights of Mastop, including trademark rights and confidential business information within the meaning of Article 1 of the Trade Secrets Protection Act, in respect of goods delivered by Mastop to the Customer.
  2. In particular, the Customer is prohibited from disclosing information to any third party enabling them to reproduce all or part of the items delivered by Mastop.
  3. If the Customer fails to comply with the obligations arising from this article, it is in default and forfeits to Mastop, without further notice of default being required, an immediately payable penalty of €10,000 per breach plus a penalty of €1,000 per day (or part day) that the breach continues, up to a maximum of €30,000, and without prejudice to Mastop’s further right to claim full compensation.
  4. Mastop is entitled to take photos of its assignments and to use them for promotional purposes.
Article 13 Liability and limitation period
  1. Mastop is not liable for loss suffered by the Customer or by third parties, except and insofar as it can be demonstrated that there is any deliberate act, and/or gross negligence on the part of managers and persons in charge.
  2. Mastop can under no circumstances be held liable to compensate any loss that is a direct or indirect consequence of an event that is in fact beyond its control and can therefore not be attributed to its acts and/or omissions, as described in, inter alia, Article 14, or which is the result of any act or omission of the Customer or where any loss has occurred at a time when there is no service or maintenance contract with Mastop, or it is the fault of the Customer that no service or maintenance has been carried out in time.
  3. Under all circumstances, the Customer is responsible for the accuracy and completeness of the data it provides. Mastop shall not be liable for any loss wholly or partly resulting from any incorrect and/or incomplete data provided by the Customer or by following the instructions given by the Customer.
  4. If the Customer or a third party makes any changes to the system, uses the system incorrectly, uses it contrary to the instructions for use or uses it for a purpose other than that for which it was purchased, or if there is any damage to or loss of data as a result of transmission of the data using telecommunication facilities, Mastop excludes any liability with regard to the operation and possible (consequential) loss.
  5. If the location does not have the properties that the Customer has indicated to Mastop, or loss results from or is due to deviations of items on which Mastop performs work, the Customer will be liable for all loss suffered by Mastop as a result.
  6. Mastop is not responsible for the water quality delivered to the location and the resulting damage to plants and/or materials.
  7. Mastop shall in no case be liable for indirect loss, including consequential loss, loss of profit, missed savings, loss due to business stagnation, costs resulting from an order to pay legal costs, interest and/or delay loss, loss resulting from the failure of the Customer to properly cooperate and/or provide information, and/or loss due to information or advice given by Mastop without obligation and that does not explicitly form part of the Contract.
  8. If Mastop should be liable for any loss, the cumulative liability of Mastop shall be limited to the amount of the payment made by Mastop’s insurer. If in any case the insurer does not pay out or the loss is not covered by the
    insurance, the liability of Mastop is limited, insofar as this is not contrary to a mandatory statutory provision, to the amount paid by the Customer to Mastop for the goods or services to which the liability relates.
  9. The period within which Mastop can be held liable for loss is in all cases limited to a period of 1 month after the event giving rise to the loss has occurred, failing which all rights are lost. All claims for damages shall expire 6 months and, in the case of consumers, 12 months from the date on which liability arises, if they are not brought to court within this period.
  10. If Mastop is involved as a subcontractor, the Customer itself is responsible for taking out CAR insurance. Mastop will ask the Customer for a copy of the insurance certificate.
Article 14 Force majeure
  1. Force majeure within the meaning of this article is defined by Book 6 Article 75 of the Dutch Civil Code. Force majeure on the
    part of Mastop shall in any case, but not exclusively, exist if Mastop is
    prevented from fulfilling its obligations under the Contract or its preparations to comply with the Contract
    as a result of (civil) war, war damage, threat of war, insurrection, blockade, boycott, natural disasters,
    epidemic, pandemic, lack of raw materials, hindrance and interruption of transport
    acts of war, fire, flood, ash cloud(s), strike
    and industrial action (both organised and unorganised), import and export impediments,
    government measures, defects in machinery, disruptions in the supply of
    energy, internet, data network or telecommunications failures, default by suppliers,
    illness among staff and/or absence of employees, equipment or facilities that are crucial for the delivery, (cyber)crime and (cyber)vandalism, whether within Mastop’s business or that of third parties, such as suppliers, from whom Mastop is required to wholly or partly obtain the required materials, as well as during storage or transport, whether or not under its own management. This list of examples of force majeure is not comprehensive.
  2. During force majeure, the delivery obligations and other obligations of Mastop are suspended. If delivery is delayed by more than 6 months due to force majeure, either Mastop or the Customer may terminate the Contract without the need for a court order and without any obligation to pay compensation for loss thereby arising
  3. If Mastop has already partially complied with its obligations prior to the occurrence of force majeure or is able to partially comply with its obligations despite force majeure, it is entitled to separately invoice the part already delivered or the part that can be delivered and the Customer must pay this invoice as if it were a separate Contract.
  4. Mastop shall also be entitled to plead force majeure even if the circumstance that prevents it from fulfilling its (further) obligations arises after Mastop should have fulfilled obligations.
Article 15 Suspension and termination
  1. Mastop is entitled to suspend the performance of the Contract with immediate effect if:
    a Mastop is exposed or is likely to be exposed to a dangerous situation while performing the Contract;
    b. The materials with which as well as the circumstances in which the Contract is to be performed do not meet the requirements imposed on them by law.
  2. If property of the Customer is seized, the Customer is declared bankrupt or otherwise loses the free disposal of his assets, Mastop has the right to suspend (further) performance of the Contract or to terminate the Contract in full or in part, without prejudice to Mastop’s right to also claim damages.
  3. If the Customer breaches any of its obligations to Mastop or Mastop fears that the Customer will breach its obligations and the Customer is not able to provide adequate security for the fulfilment of his obligations at the first request of Mastop, Mastop shall be entitled to terminate all or part of the Contract, without prejudice to its further right to damages.
  4. Furthermore, Mastop is entitled to terminate the Contract if circumstances arise of such a nature that performance of the Contract is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that it is not reasonable to expect continued performance of the Contract without change.
Article 16 Competent law and applicable jurisdiction
  1. All Contracts with Mastop are governed by Dutch law.
  2. All disputes arising from any Contract(s) between the Customer and Mastop shall be settled by the competent Dutch court for the district where Mastop has its registered office, unless any mandatory provision of Dutch law stipulates otherwise.
  3. Any dispute between the parties where the Customer is based outside Europe shall be decided – in deviation from these General Conditions – to the exclusion of the ordinary courts by one or three arbitrators of the Netherlands Arbitration Institute. The language in which the arbitration is conducted is Dutch and the place of arbitration is the
    Netherlands; therefore, Dutch law applies.