GTC (General Terms and Conditions of Sale)

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Company Name: OVL Elevators Ltd
Effective Date: June 1, 2025

1. Definitions

1. Company: OVL Elevators Ltd, the seller and service provider.
2. Customer: The purchaser of Goods and/or Services.
3. Goods: Elevators, escalators, spare parts, safety components, and control systems.
4. Services: Installation, modernization, maintenance, and repair services.
5. Contract: The confirmed order or agreement between Company and Customer.
6. Warranty Period: The duration during which the Company guarantees performance and quality.
7. Force Majeure: Events beyond reasonable control of either party.
8. Intellectual Property: All patents, copyrights, trademarks, know-how, and technical data.

2. Scope and Order Acceptance

1. These Terms apply to all sales unless otherwise agreed in writing.
2. All quotes are non-binding. Orders are binding only upon written confirmation by the Company and confirmed agreed payment or documentary credit.
3. Any conflicting terms in Customer’s documents are void unless expressly accepted.

3. Prices and Payment

1. Prices exclude taxes, duties, and logistics unless specified.
2. Payment is due within 30 days from invoice unless otherwise agreed.
3. Late payments bear interest at 1.5% per month.
4. Partial invoicing and progress payments may be applied for multi-phase projects.

4. Delivery and Risk Transfer

1. Delivery terms are according to Incoterms 2020. Unless otherwise agreed, ex.works OVL premises applies.
2. Delivery delays caused by Customer (e.g., site access issues) are not the responsibility of the Company.
3. Risk passes to Customer upon delivery.

5. Installation and Site Access

1. Customer must ensure timely site readiness, including necessary permits, utilities, and structural access.
2. Any delays due to non-compliance with site obligations may incur additional charges and affect timelines.

6. Warranty and Liability

1. Standard warranty is 24 months from delivery or 12 months from commissioning, whichever comes sooner.
2. Extended warranty (up to 36 months) may apply to critical components.
3. For serial or systematic defects, warranty is extended up to 48 months.
4. Company will repair, replace, or refund defective component at its discretion.
5. Warranty excludes misuse, unauthorized modifications, and external damage.
6. Company’s total liability is capped at the contract value.

7. Intellectual Property Rights

1. All designs, drawings, software, and methods remain the intellectual property of the Company.
2. Customer shall not reverse-engineer, replicate, or license without written permission.
3. Company indemnifies Customer against third-party claims unless the infringement results from Customer’s modifications.

8. Confidentiality

1. Both parties agree to protect and not disclose confidential information unless required by law.
2. Obligations remain in force for 5 years after contract termination.

9. Documentation and Export Control

1. Company provides manuals, maintenance documentation, and installation drawings.
2. Customer shall not re-export or redistribute the Goods in violation of export control laws.
3. Goods classified under dual-use regulations shall be disclosed to the Customer upon request.

10. Spare Parts and Obsolescence

1. Spare parts availability is guaranteed for at least 15 years from delivery.
2. Company shall give 6 months‘ notice prior to discontinuing any essential component.

11. Force Majeure

1. A party affected by Force Majeure shall notify the other party without delay.
2. If the delay exceeds 30 days, either party may terminate the contract.

12. Termination

1. Company may terminate if the Customer fails to pay, breaches obligations, or becomes insolvent.
2. Upon termination, all completed deliverables remain payable.
3. Clauses on warranty, IP, and confidentiality survive termination.

13. Insurance

1. The partner or local distributor shall, at its own cost and throughout the term of this Agreement and for a period of five (5) years thereafter, maintain in full force and effect:
   (a) Product liability insurance; and
   (b) Public (general) liability insurance,
   with reputable insurers and with minimum coverage of not less than €1 million per occurrence. Such insurance shall cover any and all claims, damages, or losses arising from or in connection with the marketing, resale, or distribution of the Products by the Distributor in the Territory.
2. The Distributor shall ensure that the Supplier is named as an additional insured on such policies, to the extent legally permissible.
3. Upon request, the Distributor shall provide certificates of insurance and evidence of coverage. The Distributor shall notify the Supplier in writing at least thirty (30) days prior to any cancellation or material change in such policies.

14. Governing Law and Dispute Resolution

1. All disputes shall be governed by and construed in accordance with the laws of the Netherlands.
2. Arbitration seat: Amsterdam, the Netherlands
3. Language: English.
4. Any dispute shall be finally resolved by arbitration under the Arbitration Rules of the Netherlands Arbitration Institute (NAI).

15. Miscellaneous

1. No waiver is effective unless in writing.
2. If any clause is held invalid, the remainder remains enforceable.
3. These Terms supersede all prior agreements or representations.