General Conditions

1. Applicability

1.1 These terms and conditions apply to all offers, quotations, agreements, deliveries and services of Special Mobility B.V., unless expressly agreed otherwise in writing.
1.2 Deviating conditions of the other party shall only apply if and insofar as they have been accepted in writing by Special Mobility.

2. Offers & agreements

2.1 All Special Mobility’s offers, quotations, price lists and other commercial expressions are entirely without obligation and do not bind Special Mobility, unless expressly stated otherwise in writing, stating a period of validity and binding character.
2.2 An agreement is only concluded after written order confirmation by Special Mobility or as soon as execution of the agreement has actually started. Until then, Special Mobility reserves the right to withdraw or modify an offer or quotation, without any liability.
2.3 Obvious mistakes, typing errors, calculation errors and other deviations recognisable to a reasonably acting party in price offers, order confirmations or other documents and communications from Special Mobility, do not bind it. Special Mobility reserves the right to modify or revoke the offer or agreement in such a case.
2.4 The other party is fully responsible for the accuracy and completeness of any information provided by or on its behalf to Special Mobility on which offers, proposals or deliveries are based. Any additional costs resulting from incorrect or incomplete information shall be borne by the other party.

3. Prices and Payment

3.1 All prices charged by Special Mobility are exclusive of VAT, import duties, transport costs, insurance and any other additional costs, unless expressly stated otherwise. Offers and price lists may be revised periodically.
3.2 Unless otherwise agreed in writing, the following standard payment schedule applies:
• fifty percent (50%) of the invoice amount upon written order confirmation, and
• fifty per cent (50%) at the latest upon notification of readiness for shipment.

3.3 All payments must be made in euros, without any discount, deduction, set-off or suspension, to the bank account specified by Special Mobility, within the agreed payment term.
3.4 If payment is not received within the agreed term, the other party shall be in default by operation of law without further notice of default being required. From that moment on, it shall owe the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code, as well as extrajudicial collection costs in accordance with the graduated scale of the Extrajudicial Collection Costs Standardisation Act (WIK), with a minimum of €250.
3.5 In the event of non-timely payment, inability to pay or the assumption of insolvency or suspension of payment, Special Mobility is entitled to suspend deliveries, to recover goods already delivered or to make further deliveries subject to prior (partial) payment or sufficient security.
3.6 Objections to invoices must be made in writing within eight (8) calendar days of the invoice date. The submission of an objection does not suspend the payment obligation.

4. Delivery & passing of risk

4.1 Unless expressly agreed otherwise in writing, all deliveries are made in accordance with Incoterms 2020 – Ex Works (EXW) from Special Mobility’s designated warehouse or production site.
4.2 Delivery times indicated by Special Mobility are always indicative and should never be regarded as deadlines. Exceeding the delivery period does not entitle the other party to compensation, discount, rescission of the agreement or suspension of any obligation, unless there is intent or gross negligence on the part of Special Mobility and the delay exceeds ninety (90) days.
4.3 The risk of loss, damage or destruction of the goods passes to the other party at the moment the goods are made available to the other party or a third party engaged by it (such as a carrier), even if Special Mobility facilitates or organises the transport.
4.4 Special Mobility is entitled to deliver orders in parts (partial deliveries). Each partial delivery counts as an independent delivery to which the payment obligation applies. The other party is obliged to accept a partial delivery and to pay separately.
4.5 If the other party refuses delivery or fails to take delivery on time, Special Mobility is entitled to store the goods at the expense and risk of the other party, regardless of the right to full payment and any additional compensation.

5. Retention of title

5.1 All goods delivered by Special Mobility remain Special Mobility’s property until the other party has fully met all its payment obligations under:
• the underlying purchase agreement,
• any supplementary or follow-up orders, and
• claims for failure to perform, including interest, costs and penalties.

5.2 As long as ownership has not been transferred, the other party shall not be entitled to sell, rent, alienate, pledge or otherwise encumber the goods. Nor shall it be entitled to process, combine or mix the goods in a way that leads to loss of individualisability or revocability.
5.3 If third parties assert rights to the goods delivered under retention of title, the other party is obliged to immediately inform Special Mobility in writing and to take all reasonable measures to protect Special Mobility’s property rights.
5.4 In case of default of payment, application for suspension of payment, bankruptcy or liquidation of the other party, Special Mobility is entitled to take back the goods delivered under retention of title, without prior notice of default or judicial intervention. The other party hereby irrevocably authorises Special Mobility to enter all necessary premises for this purpose.
5.5 When the goods are taken back, the other party shall be credited based on the market value at the time of taking back the goods, which shall never exceed the original purchase price, less costs incurred and depreciation.

6. Warranty

6.1 Special Mobility guarantees that the products it supplies are free from defects in material and workmanship for a period of twenty-four (24) months after delivery, unless a different warranty period is agreed in writing a different warranty period has been agreed. This guarantee applies exclusively in relation to the original purchaser of the product and is not transferable.
6.2 The warranty only applies in case of normal and careful use, in accordance with the supplied product specifications, user manuals, maintenance instructions and applicable technical guidelines of Special Mobility.
6.3 Excluded from warranty are expressly:
• Parts subject to normal wear and tear, such as batteries, tyres, wheels, brakes, upholstery and covers;
• Damage resulting from incorrect installation, improper use or poor maintenance;
• Damage caused by external influences, including collisions, transport, moisture, temperature influences or overloading;
• Defects caused following modifications or repairs carried out without Special Mobility’s prior written consent.

6.4 Any defects must be reported in writing by the other party within five (5) working days of discovery, accurately stating the nature of the defect, the serial number, the delivery date and relevant supporting documents (such as photographs and conditions of use). If this period is exceeded, the right to warranty lapses.
6.5 If a defect is covered by the warranty, Special Mobility will, at its discretion:

1. replace the relevant part or product free of charge, or
2. repair the defective part or product.

Replacement or repaired parts will be delivered under the original terms of delivery. Assembly or transport costs are, unless expressly agreed otherwise, for the account of the other party.
6.6 Parts replaced or repaired as part of a valid warranty claim shall be subject to an additional warranty period of thirty (30) days from the replacement or repair date, or the remaining warranty period of the original part – whichever is longer.
6.7 This warranty is exhaustive and replaces all other express or implied warranties, unless otherwise agreed. Making a warranty claim does not suspend the other party’s payment obligation.

7. Liability

7.1 Special Mobility is only liable for direct damage that is the direct result of demonstrable intent or gross negligence on its part. All other forms of liability are excluded, unless mandatory provisions dictate otherwise.
7.2 In no event shall Special Mobility be liable for indirect or consequential damages, including – but not limited to – loss of profit, loss of turnover, reduced goodwill, reputational damage, business interruption, delay in business operations, loss of data or costs associated with substitute services or products.
7.3 Special Mobility’s liability in all cases is limited to the amount paid by its liability insurer in the case in question. If for whatever reason no payment is made, the liability is limited to a maximum of € 5,000,000 (in words: five million euros) per event and € 10,000,000 (in words: ten million euros) per calendar year, including interest and costs.
7.4 The other party is obliged to take all reasonable measures to prevent or limit damage. Any liability of Special Mobility lapses if the other party fails to report the damage in writing within thirty (30) days of its discovery.
7.5 Special Mobility shall never be liable for damage resulting from incorrect or incomplete information provided by or on behalf of the other party.
7.6 The limitations in this article are without prejudice to Special Mobility’s liability under mandatory statutory provisions, such as product liability or liability for death or bodily injury, if and to the extent they apply.
7.7 Special Mobility is not liable for damage resulting from the use of the product contrary to the user manual or safety instructions, nor for damage resulting from the failure of the other party as operator to assume its responsibility for safe and responsible use of the product by staff, end users or third parties.

8. Force majeure

8.1 If Special Mobility is prevented from fulfilling all or part of its obligations under the agreement as a result of force majeure, those obligations shall be suspended for the duration of the force majeure, without default or any liability.
8.2 Force majeure is defined as any circumstance beyond the control of Special Mobility which permanently or temporarily prevents fulfilment of the agreement, even if the circumstance was foreseeable at the time the agreement was concluded. This includes, but is not limited to: natural disasters, floods, fire, pandemics, epidemics, measures taken by governments or regulators, trade bans, war, terrorism, (threat of) armed conflict, transport impediments, general supply problems, energy failures, labour unrest, strikes, staff shortages, cyber-attacks, force majeure of suppliers or third parties, or failures in telecommunications or IT systems.
8.3 If the force majeure situation continues for more than one hundred and twenty (120) consecutive days, each party has the right to dissolve the agreement in full or in part in writing, without any obligation to pay damages. In such case, performances already delivered shall be settled pro rata.
8.4 Special Mobility is not liable for any damage, costs or losses resulting from the suspension or termination due to force majeure, even if the other party has already entered into obligations towards third parties.

9. Technical documentation & certification

9.1 On delivery of electronic devices, transport equipment or similar products without medical classification, Special Mobility supplies, as standard, the technical documentation required in accordance with the applicable European regulations, including – where applicable – the Machinery Directive 2006/42/EC, the EMC Directive, the Low Voltage Directive, CE Declaration of Conformity, user manual and technical specifications.
9.2 Unless expressly agreed otherwise, additional documentation, tests or certifications specifically required for the marketing or use of the product in the country of delivery or use, but which do not fall within the scope of the standard European conformity assessment, are not included in the purchase price.
9.3 At the request of the other party, Special Mobility can, as far as reasonably practicable, provide support in the provision of additional national requirements or market approvals (such as registration with authorities, test reports, additional seals of approval). These services will only be provided at a previously agreed additional cost and within a further agreed timeframe.
9.4 The responsibility for checking local regulations and applicable legislation in the country of destination lies with the other party. Special Mobility accepts no liability for the absence of local requirements, if these have not been notified and agreed in writing in advance.
9.5 If additional requirements result in technical modifications to the product or documentation package, Special Mobility reserves the right to charge an adjusted delivery time and additional costs for this.
9.6 On delivery of the product, Special Mobility provides a user manual detailing the safe and responsible use of the product. The other party is obliged to sign this user manual upon receipt for approval and to ensure that its contents are observed and passed on to all users of the product. Special Mobility accepts no liability for damage or accidents resulting from failure to comply with the instructions contained in the user manual.

10. Applicable law & choice of forum

10.1 All legal relations to which Special Mobility is a party, including offers, agreements and resulting commitments, are exclusively governed by Dutch law, to the exclusion of the Vienna Sales Convention (CISG) and other international treaties that allow the applicability of foreign law.
10.2 All disputes arising from or relating to these legal relationships, including disputes concerning the existence, validity or termination thereof, shall be submitted exclusively to the competent court of the District Court of Gelderland, location Arnhem, unless otherwise provided by mandatory law.

11. Confidentiality

11.1 The parties undertake to keep strictly confidential all confidential information which they receive or obtain within the framework of the execution of their cooperation, including but not limited to: technical documentation, prices, customer data, contract conditions, market strategies and product information.
11.2 Confidential information may only be used for the purpose for which it was provided and may not be shared with third parties without the prior written consent of the other party, except if and to the extent required by law or necessary for the performance of the agreement.
11.3 The obligations under this article shall remain in force for three (3) years after termination of the agreement or relationship, regardless of the reason for termination.

12. Export control & sanctions legislation

12.1 The other party warrants its compliance with all applicable national and international export control legislation and sanctions regimes, including but not limited to EU regulations and the US OFAC sanctions lists.
12.2 Special Mobility’s products may not be supplied, directly or indirectly, to countries, entities or persons subject to export bans or economic sanctions unless prior written consent has been obtained both from the competent authorities and from Special Mobility.
12.3 Special Mobility accepts no liability for damages resulting from non-compliance with export regulations by the other party. Any sanctions, fines or damages shall be borne entirely by the other party.

13. Insurance in case of temporary use or demonstration

13.1 If products are temporarily made available to the other party for demonstrations, fairs, test drives or presentations, the other party shall ensure full insurance against damage, loss, theft and liability during the period of availability.
13.2 The other party indemnifies Special Mobility against all damage or losses arising during the period of temporary use, unless otherwise agreed in writing.

14. Use of trademarks and promotional materials

14.1 The use of brand names, logos, product designations, visual expressions or other intellectual property of Special Mobility by the other party is permitted only with prior written consent and only in accordance with applicable trademark guidelines.
14.2 All rights to brands, models, trade names, designs, and documentation belong to Special Mobility or its licensors. The other party acquires no ownership or exclusive right of use unless otherwise agreed in writing.

15. Final provisions

15.1 If any provision of these terms and conditions proves to be wholly or partially invalid, void or unenforceable, this shall not affect the validity and enforceability of the remaining provisions. In such case, the parties undertake to agree in good faith on a replacement provision that comes as close as possible to the intention and scope of the original provision.
15.2 Special Mobility reserves the right to unilaterally amend or supplement these terms and conditions. The amended terms become applicable to all future offers, agreements and deliveries, provided that they are communicated to the other party in writing or electronically prior to or simultaneously with a new transaction.