General Terms and Conditions of Acclaim Lighting Europe B.V.

Version: April 1st, 2025

Definitions

In these general terms and conditions, the following expressions have the following meanings:

1. ACCLAIM: a private company with limited liability ACCLAIM Lighting Europe B.V. registered in the commercial register of the Chamber of Commerce in Limburg under number 91164869;
2. Buyer: the opposite contract party as referred to in article 6:231, subsection c, of the Dutch Civil Code [BW], being the party to whom an offer is made by ACCLAIM, or with whom an agreement is concluded by ACCLAIM, or to whom goods or products are supplied.

Article 1: Applicability

1.1. All offers, including electronic offers through ACCLAIM's website, will be made subject to these general terms and conditions being declared applicable, both to the offers and acceptance thereof, as well as to the agreement thus formed.

1.2. The agreement will be formed once acceptance of the offer has been received by ACCLAIM. By accepting the offer, the Buyer thereby states that Buyer agrees to the applicability of these general terms and conditions and that Buyer waives the stated applicability of any general terms and conditions used by Buyer.

1.3. If provisos or changes are made in the acceptance with respect to the offer, the agreement will only be formed if ACCLAIM has informed the Buyer in writing that ACCLAIM consents to these deviations from the offer.

1.4. General terms and conditions of the Buyer are expressly rejected. The applicability of any other terms and conditions—whether stated in the Buyer's purchase order, correspondence, or elsewhere—is excluded, even if ACCLAIM has not explicitly objected to such terms. Acceptance of goods or services by the Buyer shall be deemed acceptance of these general terms and conditions only.

Article 2: Price

2.1. Unless otherwise indicated, the prices stated in the offer will be exclusive of value added tax in accordance with Dutch law [Btw].

2.2. After the payment period has lapsed, the Buyer will be in default without a notice of default being necessary and will owe due and payable interest of 1.25% per month as from that time, until the date of payment in full. If the Buyer is liquidated, declared insolvent or granted a suspension of payments, the Buyer's obligations will be immediately due and payable.

Article 3: Delivery

3.1. Unless it expressly appears otherwise on the invoice, the items purchased will be delivered ex works. Risk of loss of or damage to any consignment of the goods shall pass to the Buyer from the time the delivery leaves ACCLAIM's or any engaged third party's premises, including if the goods are delivered "carriage paid".

3.2. Unless expressly agreed otherwise, the agreed delivery date will be indicative and not be a fixed and final deadline. ACCLAIM will be entitled to perform the agreement in parts. If ACCLAIM is unable to provide delivery within the agreed delivery period, ACCLAIM will inform the Buyer as soon as possible, and the delivery period will be extended by a maximum of four months. In this situation, however, ACCLAIM will also be entitled to rescind the agreement through an extrajudicial declaration. In the latter case, ACCLAIM will only be obliged to pay compensation if the failure to perform the agreement results from intentional acts/omissions or gross negligence by ACCLAIM.

3.3. The agreement cannot be rescinded by the Buyer because of an overdue deadline.

Article 4: Quality and Description

4.1. Unless the parties agree otherwise, ACCLAIM will not warrant that the goods are suitable for the purpose for which the Buyer wishes to use them, not even if this purpose has been indicated by the Buyer to ACCLAIM.

Article 5: Storage

5.1. If, for whatever reason, the Buyer is unable to take possession of the goods at the agreed time and they are ready for shipment, ACCLAIM shall have the right to store and secure the goods for the expense and risk of the Buyer and take all reasonable measures to prevent them from deteriorating in quality until they are delivered to the Buyer. The payment obligations of the Buyer will remain in force unimpaired and will be increased by the extra costs that ACCLAIM has had to incur.

5.2. The Buyer is obliged to pay ACCLAIM for the storage costs in accordance with ACCLAIM's usual rates and, in the absence thereof, the normal rates in the industry, from the time that the goods are ready for transport until the actual pick up or delivery date.

Article 6: Transfer of Ownership and Risk

6.1. Subject to the provisions in paragraphs 2 and 4 of this article, ownership of and the risk for the goods will be transferred to the Buyer upon delivery.

6.2. As long as the Buyer has not paid the full amount of the purchase price and any additional costs or provide adequate security for this, ACCLAIM will retain the title of ownership to the goods. In that case, ownership (both legal and equitable) of the goods shall remain with ACCLAIM and will be transferred once the Buyer has fulfilled all its obligations vis-à-vis ACCLAIM.

6.3. If ACCLAIM has good reason to doubt the Buyer's capacity to pay, ACCLAIM will be entitled to postpone delivery of the goods until the Buyer has furnished security for payment. The Buyer will be liable for the damage suffered by ACCLAIM because of this delay in delivery.

6.4. The Buyer will ensure that items to which ACCLAIM retains title are not pledged and that no other right is created in respect of them. If and insofar as the Buyer does not or does not fully perform its obligations or there is a well-founded fear that it will not meet its obligations, ACCLAIM will be entitled to repossess the goods delivered to which the retention of title applies from the Buyer or third parties (or to have these goods removed from them). The Buyer must fully cooperate in this regard, subject to a penalty of 10% per day on the amount owed by it to ACCLAIM. This penalty will be forthwith due and payable.

6.5. The Buyer undertakes that, at ACCLAIM's request, it will:

1. insure the goods delivered subject to retention of title and keep these goods insured against fire, explosion and water damage, as well as against theft, and make the policy and proof of payment of the premiums for this insurance available for inspection by ACCLAIM.
2. pledge to ACCLAIM pursuant to Section 3:239, Dutch Civil Code [BW], all claims by the Buyer against insurers regarding the goods delivered subject to retention of title.
3. pledge to ACCLAIM pursuant to Section 3:239, Dutch Civil Code, the claims which the Buyer acquires against its customers upon resale of the goods delivered by ACCLAIM subject to retention of title.
4. regard and label as ACCLAIM's property the goods delivered subject to retention of title.
5. cooperate in other ways in all reasonable measures which ACCLAIM wishes to take to protect its ownership rights regarding the items.

6.6. If third parties want to establish or enforce rights on the goods or products supplied under retention of title, then the Buyer must notify ACCLAIM of such immediately.

Article 7: Limited Warranties

7.1. ACCLAIM states to the Buyer that ACCLAIM goods and spare parts, under normal use, are free from defects in material and manufacturing for the periods stated below, calculated from the invoice date. This warranty applies exclusively to new ACCLAIM branded and/or distributed products listed below, purchased from an authorized ACCLAIM dealer:

[Warranty period table to be inserted here]

The limited warranty covers exclusively manufacturing defects and defects in material. Any consequential damage is excluded. At no time will installation or re-installation of products or labor liability costs be assumed by ACCLAIM.

7.2. To obtain warranty service, a Return Materials Authorization (RMA) number must first be obtained from ACCLAIM. It is the Customer's responsibility to provide product proof of purchase and serial number by acceptable evidence such as an invoice copy or an approved ACCLAIM Extended Warranty Certificate ("EWC") and any relevant maintenance records at the time warranty service is sought. Failure to provide acceptable evidence of product proof of purchase or EWC and any relevant maintenance records may be cause for denial of warranty service. Products returned for warranty service must be without any accessories (i.e., power, data, and safety cables, brackets, clamps, rigging hardware, frost filters, gel frames, barn doors, lens, hoses, nozzles, rack mounting hardware, etc.), must be boxed using the original and/or suitable packaging materials (double-box and foam) that provides ample product protection for ground and/or air freight transit, and must be shipped freight pre-paid and insured to ACCLAIM in Kerkrade (The Netherlands) or an ACCLAIM Authorized Service Center. The RMA number must be clearly written on the outside of the return box, and a brief description of the problem and the RMA number must be documented and included in the box. Products returned for warranty service without an RMA number clearly marked on the outside of the package will be refused and returned to the shipper at the Customer's expense. Products returned for warranty service, which are received damaged due to inadequate and/or improper packaging and/or due to damage caused by shipping carrier, may incur additional repair charges before warranty service begins and/or may void this warranty. If any product accessories (included and/or optional) are shipped with the product, ACCLAIM and/or the ACCLAIM Authorized Service Center shall have no liability whatsoever for the loss and/or damage to any such accessories, nor the safe return thereof. If the requested warranty repairs or service (including parts replacement) are within the terms of this warranty, ACCLAIM will pay return ground transportation shipping charges to a single designated point within the European Union. Only within the first 6 months of the warranty period and only inside the European Union, ACCLAIM shall assume all responsibility and expense for freight and freight insurance, unless the warranty claim is not valid in ACCLAIM's reasonable judgment.

7.3. None of the warranties are valid if the total purchase price of the defective goods or spare parts has not been paid by the due date.

7.4. This warranty is void: if the product serial number and/or product labels have been altered, removed, damaged and/or rendered defective; if the product is modified in any manner which ACCLAIM concludes after inspection, affects the reliability, safety, product certifications and/or ratings of the product; if the product has been repaired and/or serviced by anyone other than ACCLAIM and/or an ACCLAIM Authorized Service Center, unless prior written authorization was issued to the Buyer/owner by ACCLAIM; if the product damage is as a result of the use of parts not manufactured, sold, or recommended by ACCLAIM and/or in connection with the integration of any third party equipment, accessory, and software not sold, distributed, or approved by ACCLAIM; if the product is damaged due to not following installation, maintenance, and user guidelines and/or is used in violation of said guidelines in the product instruction/user/service manuals; if the product damage is as a result of willful and/or accidental damage, negligence, misuse, abuse, and/or failure to use product in a safe and reasonable manner; if product is damaged due to improper and/or negligent installation, maintenance, transportation, shock, vibration, storage, and handling; if the product is exposed to and/or damaged by dust/dirt and/or fluid/moisture ingress exceeding the product's ingress protection ("IP") rating, abnormal voltage, harmonic distortion, corrosion, extreme atmospheric and environmental temperatures, humidity, and/or thermal conditions including salinity and pressure, light beams from direct sunlight, moving head lighting fixtures, or any other intense focused light or laser sources focused directly towards the exterior housing and/or penetrate the front lens; if product damage is as a result of an act of God or due to the use of the product in a manner it was not intended for.

7.5. During the specific warranty periods stated above, ACCLAIM and/or an ACCLAIM Authorized Service Center will provide warranty service including defective parts replacement and will absorb parts and labor costs at its expense as per the defined coverage for each product/series listed above, including return ground transportation shipping charges for warranty serviced products to a single designated point within the European Union, only if due to reason of manufacturing defects in materials and workmanship as found after incident review and product inspection at ACCLAIM in Kerkrade (The Netherlands) or at an ACCLAIM Authorized Service Center. ACCLAIM reserves the right to use new, factory repaired or certified pre-owned parts, sub-assemblies, modules, and components in the repair or replacement of any product covered by this warranty. The sole responsibility of ACCLAIM and/or the ACCLAIM Authorized Service Center under this warranty shall be limited to the repair of the product or replacement thereof, including parts at the sole discretion of ACCLAIM. At no time will ACCLAIM and/or the ACCLAIM Professional Authorized Service Center assume or be responsible for any de-installation or installation labor and/or liability costs of products covered by this warranty. This warranty does not include loaner/rental product while warranty product is being inspected and/or serviced. ACCLAIM targets to maintain the highest binning levels for its components but does not warrant that all variation for color and brightness may be calibrated out.

7.6. ACCLAIM reserves the right to make product design modifications and/or performance improvements without prior notice and without any obligation to include these changes in any products theretofore manufactured.

7.7. No warranty, whether expressed or implied, is given or made with respect to any product accessory supplied with the products described above. Except to the extent prohibited by applicable law, all implied warranties made by ACCLAIM in connection with this product, including warranties of merchantability or fitness, are limited in duration to the warranty periods set forth above. No warranties, whether expressed or implied, including warranties of merchantability or fitness, shall apply to this product after said periods have expired. The Buyer and ACCLAIM's sole remedy shall be such repair or replacement as is expressly provided above; and under no circumstances shall ACCLAIM and/or the ACCLAIM Authorized Service Center be liable for any loss and/or damage direct and/or consequential, arising out of the use of, and/or the inability to use, this product.

7.8. When a valid warranty claim is presented to ACCLAIM, ACCLAIM may fulfil its warranty obligations by sending the necessary replacement parts to the Buyer free of charge if the buyer can reasonably be expected to have the ability to repair the defect, if necessary, with (remote) support from ACCLAIM's Technical Support and Service department.

7.9. Products which are inspected by ACCLAIM at the Buyer's request and are found to be in order, the Buyer will be charged the actual costs incurred by ACCLAIM for inspection and transport, with a minimum of 10% of the original net invoice amount for the item returned.

7.10. The warranty of ACCLAIM under this article 7 is limited to the repair of the defective goods free of charge or the replacement of a part of the good, this at the discretion of ACCLAIM; or if none of the foregoing remedies are commercially viable in ACCLAIM's sole judgment, ACCLAIM may opt instead to refund to the Buyer the net purchase price paid by the Buyer for the defective products or spare parts less reasonable depreciation of the value of such product or spare parts due to use or age, subject to the Buyer assigning to ACCLAIM all property rights to such goods or spare parts.

7.11. No employee, agent, sales representative, distributor, or dealer of ACCLAIM products has authority to change, modify, or promise any warranty terms on any ACCLAIM products and/or services beyond the warranty terms set forth above.

7.12. This warranty is the only warranty applicable to ACCLAIM products and supersedes all other prior written or electronic descriptions of warranty terms and conditions heretofore published.

7.13. This is ACCLAIM's current Limited Warranty statement at the time of publication and is subject to change at any time without notice.

Article 8: Complaints

8.1. A claim or complaint with regard to the delivered goods by ACCLAIM must be submitted to ACCLAIM as soon as possible, but in any case, within fourteen (14) days after discovery of the shortcoming or the shortcoming reasonably could have been discovered, on penalty of any legal claim lapsing.

8.2. Returned goods or products will not be accepted unless approval has been given in writing beforehand by ACCLAIM. They must be sent carriage paid and properly packaged.

8.3. A claim or complaint as referred to in paragraph 1 of article 8 does not suspend the payment obligation of the Buyer.

Article 9: Rescission

9.1. The purchase agreement will be rescinded without court intervention after a written declaration in the event the Buyer is declared insolvent, requests a temporary suspension of payments, loses the power to dispose of its assets or portions thereof through an attachment, guardianship order or otherwise, unless the trustee, receiver or administrator acknowledges the obligations ensuing from this purchase agreement as a debt of the estate.

9.2. Upon rescission, the reciprocal claims will become immediately due and payable. The Buyer will be liable for the damage suffered by ACCLAIM, consisting of, but not limited to lost profits and transport costs.

Article 10: Force Majeure

10.1. Should ACCLAIM prove unable to meet its obligations due to circumstances beyond its control and risk, ACCLAIM is not liable to pay any compensation whatsoever. Such circumstances (force majeure) include, but are not limited to: war, threat of war, civil war, rioting, molestation, fire, water damage, flooding, labor strikes, factory occupations, lock-outs, import and export restrictions, acts of government, defects in machinery, interruptions in the supply of gas, water, or electricity, and the stagnation and/or interruption of supplies of third parties from whom ACCLAIM has to obtain commodities, materials, or components for the execution of the agreement, and moreover all other causes beyond the control or liability of ACCLAIM.

10.2. ACCLAIM will also be entitled to invoke force majeure if the situation impeding further performance arises after ACCLAIM should have fulfilled its obligation.

10.3. The deliveries and ACCLAIM's other obligations will be suspended during the force majeure situation. If the period during which ACCLAIM cannot fulfil the obligations because of this situation lasts longer than one month, both parties will be entitled to rescind the agreement, without there being an obligation to pay compensation in that case.

10.4. If, at the time the force majeure situation arises, ACCLAIM has already partly fulfilled its obligations or can only partly fulfil its obligations, it will be entitled to separately invoice the portion already delivered or which can be delivered, and the Buyer must pay this invoice as if it concerned a separate agreement.

Article 11: Intellectual and Industrial Property Rights

11.1. ACCLAIM reserves all rights in relation to its intellectual products and goods that it uses, or has used, in connection with a quotation for, or the execution of an agreement.

11.2. The Buyer is expressly forbidden to reproduce, to publish, or to exploit those products and goods, such including designs, drawings, images, software, working methods, advice, other documentation, and other intellectual products of ACCLAIM, this in the broadest sense of the term, with or without the involvement of third parties.

11.3. The intellectual and industrial property rights to all products, goods, data, and technical information supplied to the Buyer will remain vested in ACCLAIM. ACCLAIM has the exclusive right of publication, materialization, and reproduction of these products and goods, data, and information, and the Buyer only has a license to use it.

11.4. The license of the Buyer in relation to the use of the software developed and supplied by ACCLAIM is not exclusive. The Buyer may only use this software in its own company or organization, and only for the installation of the items for which the license was issued.

11.5. The license to use is non-transferable. The Buyer is not permitted to make the software and the data carriers on which it is saved available to third parties, or to allow a third party to use it, in any way whatsoever. The Buyer is not permitted to reproduce the software or to make copies of it. The Buyer shall not modify the software except in connection with the rectification of errors. The source code of the software and the technical information generated during the development of such shall not be made available to the Buyer unless otherwise is agreed upon.

Article 12: Payment

12.1. Payment by the Buyer must take place, without deduction, discount, or set-off, within the agreed deadlines, but in no case later than fifteen days after the invoice date unless otherwise agreed upon. Payment must be made in Dutch currency by transfer to a bank account to be designated by ACCLAIM. ACCLAIM and the Buyer can agree on payment to be made in a currency other than the Euro.

12.2. ACCLAIM is entitled to invoice for part deliveries separately.

12.3. If the Buyer has not made its payment within the deadline, ACCLAIM is entitled to deem the agreement to be rescinded without judicial intervention being required. In that case, the Buyer will be liable for the losses suffered by ACCLAIM, including, but not limited to, loss of profits and the cost of the notice. In the event ACCLAIM files for bankruptcy of the Buyer, the Buyer shall also be obliged to pay, in addition to the costs referred to in this paragraph, the costs of the bankruptcy petition.

12.4. All judicial and extrajudicial (debt collection) costs that ACCLAIM must incur as a result of the non-performance by the Buyer of its payment obligations shall be for the expense and risk of the Buyer. This concerns the costs charged over the principal in accordance with the Decree on the Payment of Extrajudicial Debt Collection Costs of 1 July 2012 (Besluit voor vergoeding van buitengerechtelijke incassokosten van 1 juli 2012).

12.5. If ACCLAIM is in the opinion the Buyer's financial position or the payment record gives it reason to do so, ACCLAIM is entitled to demand that the Buyer immediately provides (additional) security in a form to be specified by ACCLAIM. If the Buyer fails to provide the required security, ACCLAIM will have the right, without prejudice to its other rights, to immediately suspend the further performance of the agreement forthwith, and all amounts owed to ACCLAIM by the Buyer of whatever nature and for whatever reason shall become immediately due and payable.

12.6. A payment by the Buyer will first of all serve as payment for any costs owed, and thereafter as payment for any interest owed, and finally as payment for the invoices that have been the longest overdue, even if the other party has stated that the payment relates to a later invoice.

12.7. In the event of an agreement with two or more opposite contract parties, these opposite contract parties are jointly and severally liable for the payment of the invoice amount.

Article 13: Liability

13.1. ACCLAIM will no longer be liable for defects after the date of delivery of the goods, unless the defects are attributable to ACCLAIM and the Buyer has made a valid complaint pursuant to article 8 of these general conditions.

13.2. Insofar as ACCLAIM is liable pursuant to that provided for in paragraph 1 of article 8, then it is only liable for the direct material damages incurred by the other party.

13.3. Indirect damages or consequential losses, such to include consequential damages, loss of production, loss of turnover of profits, depreciation in value, and loss of products, are not considered to be a direct material damage and ACCLAIM is therefore not liable.

13.4. If a mistake is made because the Buyer has issued inaccurate or incomplete information or directions, ACCLAIM is not liable for the damages resulting from it.

13.5. ACCLAIM is only liable for compensation of other damages than those specified in this article if and insofar as the Buyer can prove that such are attributable to the willful misconduct or negligence of ACCLAIM.

13.6. ACCLAIM is not liable for any damages arising out of the agreement for which cover has been provided by the insurer of the Buyer. If and insofar as the Buyer has insured any risk associated with the agreement, it is obliged to claim any damages under that insurance and to indemnify ACCLAIM against any redress of the insurer.

13.7. The amount of the damages to be compensated by ACCLAIM shall be limited to the amount of the price charged for the execution of the agreement.

13.8. In no case, however, shall the damages amount to more than the total of the insurance excess limits/deductibles of ACCLAIM and the amount which is payable for the case concerned according to the insurer of ACCLAIM, up to a maximum of EUR 100,000.

13.9. All liability of ACCLAIM will expire, unless otherwise agreed, after a period of 6 months has elapsed as of the date on which the agreement is ended by way of delivery, dissolution, or termination.

13.10. The right to make a claim in relation to a defect shall expire after one month has elapsed as of the date on which a written and reasoned notice of default has been issued.

13.11. The Buyer shall indemnify ACCLAIM against all claims by third parties due to product liability as a result of a fault or defect in a product and or the fitting of it delivered by the Buyer to a third party, and which partly consisted of goods or products developed and/or delivered by ACCLAIM, unless and insofar as the Buyer is able to prove that the damage was caused by these goods or products, and without prejudice to the provisions in paragraph 6 of this article.

13.12. The limitations of liability recorded in the previous paragraphs of this article also apply to benefit any of the third parties engaged by ACCLAIM, who consequently can therefore directly invoke this limitation of liability.

Article 14: Combating Corruption, Bribery and Money Laundering

14.1. In connection with the agreement entered, the Buyer, its officers, directors, employees, and owners agree to comply with all laws and regulations against corruption, bribery and money laundering (such as the Wwft and sanctions directives) applicable to the Buyer.

14.2. The Buyer undertakes not to:

1. sell products to any Restricted Party or any party owned, controlled or used by Restricted Party, or otherwise for the benefit of any Restricted Party; or
2. resell or supply products (directly or indirectly) to a Restricted Party or a party owned, controlled or used by Restricted Party, or otherwise for the benefit of a Restricted Party, and at the same time confirms that it is not itself a Restricted Party.

For purposes of this article, "Restricted Party" means any person, entity, company or country with which trade (or supply for its own use) is prohibited by an embargo, sanctions directives or other regulations to which it is subject.

14.3. If ACCLAIM has reasonable grounds to believe that the Buyer is in breach of its obligations under this article, ACCLAIM shall be entitled, without prejudice to its other rights, to terminate the agreement with immediate effect or to withhold any payments or services owed. In addition, the Buyer shall fully indemnify ACCLAIM for any damages incurred by ACCLAIM as a result of the breach.

Article 15: Expiry Date

To the extent not otherwise provided in these general terms and conditions, all claim rights, rights of action and other powers of the other party of whatever nature and for whatever reason against ACCLAIM in connection with the supply of goods or products or the execution of work by ACCLAIM shall always expire after one year from the moment the Buyer became aware, or could reasonably have been aware, of the existence of such rights and powers.

Article 16: Conversion; Conflicting Provisions

16.1. If any provision from these general terms and conditions should be wholly or partly void and/or invalid and/or unenforceable as a result of any statutory provision or regulation, court judgement or otherwise, but would be valid if it had more limited scope or intention, then such provision will apply with the most far-reaching or most extensively more limited scope or with which or within which it is valid.

16.2. In the event the applicable general conditions and the agreement contain conflicting provisions, the provisions included in the agreement will prevail.

Article 17: Applicable Law and Choice of Forum

17.1. All agreements and contracts between the Buyer and ACCLAIM, which these conditions are applicable to and all subsequent agreements, shall be governed by Dutch law with the exclusion of the Vienna Sales Convention.

17.2. All disputes associated with agreements and contracts between the Buyer and ACCLAIM, which these conditions applicable are to and which do not fall within the competency of the subdistrict courts (kantonrechter), shall be exclusively settled by the competent court in the district where ACCLAIM has its registered office.