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Table of Contents

Clause 1. Definitions
Clause 2. Applicability
Clause 3. Offers and Quotations
Clause 4. Formation and Amendment of the Agreement
Clause 5. Application, Use and Installation of the Products
Clause 6. Delivery
Clause 7. Prices and Payment
Clause 8. Retention of Title
Clause 9. Inspection and Complaints
Clause 10. Returns
Clause 11. Recall
Clause 12. Force Majeure
Clause 13. Suspension, Termination and Set-off
Clause 14. Liability
Clause 15. Intellectual Property Rights
Clause 16. Governing Law and Jurisdiction

Clause 1. Definitions

1.1	Offer: any offer made by BeeTronics, including quotations, price indications and proposals, in any form whatsoever;
1.2	Customer: any natural or legal person acting in the exercise of a profession or business, other than a consumer within the meaning of Article 6:230g of the Dutch Civil Code (Burgerlijk Wetboek), to whom an Offer has been made and/or with whom BeeTronics enters or has entered into an Agreement;
1.3	Terms and Conditions: these general terms and conditions of delivery;
1.4	BeeTronics: the Dutch private limited liability company BeeTronics B.V., having its registered office in Utrecht and its place of business at Bloemstraat 28, 1016 LC Amsterdam, the Netherlands, together with its subsidiaries and affiliated companies;
1.5	Agreement: the agreement concluded between the Customer and BeeTronics for the sale and delivery of Products, to which these Terms and Conditions apply;
1.6	Parties: BeeTronics and the Customer jointly;
1.7	Products: the products to be delivered by BeeTronics to the Customer under the Agreement, being components intended for integration into a larger system by the Customer or by a third party engaged by the Customer;
1.8	Recall: the situation in which BeeTronics, voluntarily or at the direction of the authorities, decides to withdraw Products from the market due to legal requirements, potential safety issues, health risks or quality issues.

Clause 2. Applicability

2.1	These Terms and Conditions apply to all Offers, orders and (future) Agreements between BeeTronics and the Customer acting in the exercise of a profession or business, and to all (legal) relationships between the Parties connected therewith. Any natural person placing an order or entering into an Agreement with BeeTronics on behalf of a legal person thereby acts on behalf of a validly incorporated and existing company or organisation, and expressly represents and warrants to BeeTronics that they hold all rights, authorisations and powers necessary to act on behalf of that company or organisation and to bind it to these Terms and Conditions. BeeTronics enters into the Agreement exclusively with the legal person on whose behalf the order is placed or the Agreement is concluded, and not with the individual employee, representative or other person performing the act, nor with a natural person acting solely in a private capacity. If a natural person enters into an Agreement without acting in the exercise of a profession or business, BeeTronics shall at all times be entitled to terminate the Agreement, without prejudice to any other rights and remedies of BeeTronics.
2.2	In the event of any conflict between the provisions of the Agreement and these Terms and Conditions, the provisions of the Agreement shall prevail.
2.3	The applicability of any general terms and conditions of the Customer is excluded. Any deviation from these Terms and Conditions may only be agreed in writing and following express approval by BeeTronics.
2.4	These Terms and Conditions have been drawn up in the Dutch language and translated into several languages. The Dutch version is attached to this document or can be viewed via the following link: /algemene-voorwaarden. In the event of any difference in content or meaning between the Dutch version and a translation, the Dutch text shall prevail and be binding.
2.5	If one or more provisions of these Terms and Conditions are or become invalid, the remaining provisions shall remain in full force and effect. In such event, the Parties shall jointly agree a replacement provision that corresponds as closely as possible to the purpose and intent of the original provision.
2.6	BeeTronics may amend these Terms and Conditions. The amendments shall take effect on the announced date. If no effective date is specified for the amendments, they shall take effect as soon as the Customer has been notified thereof.

Clause 3. Offers and Quotations

3.1	Unless expressly stated otherwise, all Offers made by BeeTronics are without obligation and may be withdrawn by BeeTronics at any time. Unless stated otherwise, every Offer automatically expires 30 days after it is made.
3.2	Offers made by BeeTronics may contain printing and/or clerical errors. Such errors, and any (general) information not addressed exclusively to the Customer, shall not bind BeeTronics and shall not give rise to any liability of BeeTronics.
3.3	All images, photographs, descriptions and test models shown or provided by BeeTronics to the Customer are not binding on BeeTronics and are intended solely to give a general impression of the quality and design of the Products to be delivered by BeeTronics.

Clause 4. Formation and Amendment of the Agreement

4.1

The Agreement is formed when BeeTronics sends the Customer a written order confirmation. BeeTronics does not warrant that the information on its website is always complete, correct or up to date. Product descriptions, specifications, application examples and other information published on the website are intended solely as general information and do not constitute an offer, warranty or undertaking on the part of BeeTronics.

4.2

Additional agreements and/or amendments to the Agreement shall only be binding if agreed in writing between the Parties, or if the Agreement is performed by BeeTronics in accordance with such additions and/or amendments.

Clause 5. Application, Use and Installation of the Products

5.1	BeeTronics shall use its best efforts to deliver the Products in accordance with the Agreement.
5.2	The Customer is solely responsible for assessing whether the Products delivered are suitable for the specific application for which they are used, and BeeTronics gives no warranty in this respect. This includes, without limitation, compliance with all applicable statutory and industry-specific regulations, established standards and certifications in the sector or sectors in which the Customer uses the Products. BeeTronics' Products meet the customary requirements and standards that may reasonably be expected of them at the time of delivery under normal use. Certain Products have been tested and certified at component level against industry standards, including those of the maritime, rail, automotive and healthcare sectors, in order to facilitate integration. Such certification relates exclusively to the Product as a standalone component and does not constitute any warranty that it is suitable for any specific application or function within that sector, in particular not for safety-, emergency- or mission-critical applications or functions as referred to in Clause 5.3.
5.3	The Customer expressly acknowledges and accepts that: a) BeeTronics' Products have not been designed, tested, certified, approved or recommended for use in safety-, emergency- or mission-critical applications or services, including but not limited to systems for the aviation, maritime, rail and automotive sectors; b) BeeTronics expressly advises against the use of its Products for such applications and does not recommend, promote or warrant such use, and expressly excludes all liability and responsibility in this respect, save in the event of intent or wilful recklessness on the part of BeeTronics; c) any use by the Customer and/or its personnel, customers, subcontractors or third parties of the Products in safety-, emergency- or mission-critical applications, as well as all damage, fines, third-party claims or contractual obligations towards third parties arising therefrom, shall be entirely for the account and at the risk of the Customer; and d) the Customer shall indemnify BeeTronics against any third-party claims connected with the use of the Products in safety-, emergency- or mission-critical applications or with the Customer's contractual obligations towards third parties, save in the event of intent or wilful recklessness on the part of BeeTronics.
5.4	Any costs arising from the inspection of the Products, for whatever purpose, may not be charged to BeeTronics.
5.5	The Customer is responsible for the proper installation and use of the Products. The installation and usage instructions given by BeeTronics must always be followed by the Customer. If the Customer fails to follow the instructions given, all claims (such as warranties, damages or other forms of compensation) against BeeTronics shall lapse. The Customer acknowledges that the Products are electronic components intended for integration into a larger system or end product. The Customer, as integrator, is responsible for the design, adequacy, safety and compliance with applicable laws and regulations of the entire system or end product into which the Products are incorporated. BeeTronics shall not be liable for the suitability, safety or compliance of the system or end product as a whole, regardless of whether BeeTronics was aware of the specifications, design or intended use of that system or end product. This exclusion shall not apply in the event of intent or wilful recklessness on the part of BeeTronics or its senior management.
5.6	BeeTronics shall not be liable for any damage, fines or sanctions resulting from the Customer installing, applying or using the Products in breach of applicable laws and regulations, established standards or certification requirements.

Clause 6. Delivery

6.1	The delivery time stated by BeeTronics is indicative and shall never constitute a strict deadline. A delay in the delivery of Products shall not entitle the Customer to terminate the Agreement or to any damages.
6.2	Unless otherwise agreed, delivery of the Products shall take place Ex Works in accordance with Incoterms 2020.
6.3	BeeTronics is entitled to deliver the Products in instalments.
6.4	The Customer is obliged to take delivery of the Products at the time they are delivered. If the Customer does not take delivery of the Products at that time, BeeTronics may store the Products for the account and at the risk of the Customer.
6.5	If the Customer has outstanding obligations towards BeeTronics, BeeTronics may suspend delivery until the outstanding amounts, including interest and other costs, have been paid.

Clause 7. Prices and Payment

7.1	All prices quoted by BeeTronics are in euro, exclusive of VAT and other levies.
7.2	BeeTronics may charge the Customer for additional costs that were not foreseen at the time the Agreement was concluded.
7.3	Unless otherwise agreed, the Customer is obliged to pay invoices, without any right of suspension or set-off, within 30 days of the invoice date, into the bank account of BeeTronics stated on the invoice.
7.4	The date of payment shall be the date on which the amount is credited to the bank account specified by BeeTronics.
7.5	Payments made by the Customer shall first be applied to interest and costs, and thereafter to the principal sum.
7.6	If the Customer fails to pay on time, the Customer shall be in default by operation of law. The Customer shall then owe the higher of 1.5% interest per month or statutory interest under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 on the invoice amount. Without prejudice to BeeTronics' right to claim compensation for the actual loss suffered, the Customer shall additionally owe extrajudicial collection costs amounting to at least 15% of the outstanding amount, with a minimum of €250.00.
7.7	BeeTronics may at any time require the Customer to make an advance payment, immediate payment or provide security before making further deliveries. The Customer shall comply with such request immediately. Failure to do so shall place the Customer immediately in default without any notice of default being required. BeeTronics is also entitled to apply an order limit.
7.8	If BeeTronics has initiated legal proceedings, including arbitration or proceedings for a binding opinion, in respect of a legitimate claim, the Customer shall be obliged to reimburse BeeTronics for the costs actually incurred in connection with such proceedings. This includes the costs of lawyers and legal representatives, as well as fees owed to arbitrators or those issuing binding opinions, and related charges. This Clause shall remain applicable even if the aforementioned costs exceed any award of costs under Article 237 et seq. of the Dutch Code of Civil Procedure.

Clause 8. Retention of Title

8.1	BeeTronics retains title to all Products delivered to the Customer until the price of all Products delivered has been paid in full.
8.2	For as long as the Products delivered have not been paid for in full, the Customer shall store them in such a way that it is clearly identifiable that they are the property of BeeTronics.
8.3	Products delivered by BeeTronics that are subject to retention of title may only be resold or processed by the Customer in the ordinary course of business.
8.4	If the Customer fails to perform its obligations, BeeTronics may, without judicial intervention, repossess all Products subject to retention of title. The Customer is obliged, upon first request, to return such Products to BeeTronics or to keep them available for BeeTronics, for the account and at the risk of the Customer.

Clause 9. Inspection and Complaints

9.1	The Customer must check within 72 hours of delivery whether: a) the correct Products have been delivered; and b) the Products delivered comply with the specifications agreed in the Agreement.
9.2	Complaints relating to visible or easily verifiable defects must be reported in writing by the Customer to BeeTronics within 72 hours of delivery of the Products.
9.3	Other complaints must be reported in writing to BeeTronics within 72 hours of discovery, or of the moment the Customer could reasonably have discovered the defect.
9.4	Complaints notified by the Customer must contain as detailed a description as possible of the complaint, together with supporting evidence, the Customer's details, and the order and/or delivery note number. In the absence of such notification, the Customer shall be deemed to have accepted the Products delivered.
9.5	The Customer must, upon first request, allow BeeTronics access to the Products in order to inspect them and assess the validity of the complaint.
9.6	If BeeTronics considers the Customer's complaint to be justified, BeeTronics may choose, without being liable for any damages, either to replace the Products delivered or to issue a credit note for them. BeeTronics shall have no further obligation.
9.7	Returns of defective Products may only take place in accordance with BeeTronics' instructions.
9.8	Complaints do not suspend the Customer's payment obligations.
9.9	The Customer shall notify BeeTronics within 24 hours of any third-party complaint it receives concerning the Products.

Clause 10. Returns

10.1	Products may only be returned with the express written consent of BeeTronics.
10.2	Unless otherwise agreed, returns shall be at the account and risk of the Customer.

Clause 11. Recall

11.1	If either Party discovers that the Products delivered (including packaging) are defective, that Party shall immediately inform the other Party by telephone or email, stating the nature of the defect, the quantity of Products affected and any other relevant information.
11.2	BeeTronics shall then indicate what measures are required, such as suspending deliveries, blocking stock and/or a Recall. In such case, the Customer shall provide all reasonably necessary cooperation and shall inform its own customers.

Clause 12. Force Majeure

12.1

Force majeure means all causes, foreseen or unforeseen, that prevent BeeTronics from (further) performing its obligations under the Agreement and that cannot be attributed to BeeTronics. This includes, in any event but not exclusively, illness and/or strikes among personnel of BeeTronics and/or the Customer and/or third parties involved in the performance of the Agreement, pandemics, disease outbreaks, government measures or regulations, war or the threat of war, terrorism or the threat of terrorism, sanctions legislation preventing performance, riots, fire, floods, earthquakes, and the failure of third parties, including BeeTronics' suppliers, to fulfil their obligations.

12.2

In the event of force majeure, BeeTronics is entitled to suspend performance of the Agreement and/or terminate the Agreement (with immediate effect). If the suspension as a result of force majeure lasts longer than six months, the Customer is entitled to terminate the Agreement. If the force majeure only prevents performance of part of the Agreement, the Customer is only entitled to terminate the Agreement for that part.

Clause 13. Suspension, Termination and Set-off

13.1	Without prejudice to its right to damages, BeeTronics is entitled to terminate the Agreement with immediate effect and without prior notice of default, by written notice to the Customer, if one or more of the following circumstances occur: a) the Customer has failed to perform its obligations under the Agreement concluded and, in the case of a failure capable of being remedied, has failed to remedy that failure within seven (7) days after being requested to do so; b) an application for bankruptcy or a moratorium on payments has been filed in respect of the Customer; c) the Customer's business is dissolved, liquidated or ceases operations; d) an application for attachment of the Customer's assets or property rights is filed, or such attachment is actually levied; e) BeeTronics has reasonable grounds to fear that the Customer is not or will not be able to fulfil its obligations under the Agreement, and the Customer, upon request by BeeTronics, fails to provide sufficient security for the performance of its obligations.
13.2	Termination of the Agreement shall have the effect that: a) all claims of BeeTronics become immediately due and payable; b) all property belonging to BeeTronics must be returned immediately.
13.3	BeeTronics reserves the right at all times to claim additional damages.
13.4	BeeTronics may set off, in whole or in part, its obligations towards the Customer against any claim which BeeTronics has or may acquire against the Customer at any time.
13.5	The Customer may not suspend its obligations or set them off against any claims against BeeTronics.

Clause 14. Liability

14.1	BeeTronics shall not be liable for any indirect loss suffered by the Customer, including, expressly but not exclusively, business interruption losses, loss of profit, consequential damages and all other forms of financial loss, and any third-party claims, save in the event of intent or wilful recklessness on the part of BeeTronics.
14.2	In all cases, including in the case of direct loss, BeeTronics' total liability shall be limited to the invoice value (exclusive of VAT) of the Products from the specific order that caused the loss alleged by the Customer. If BeeTronics receives a payment under any insurance covering its liability, this shall not affect the validity of the aforementioned cap. The aforementioned cap shall not apply in the event of intent or wilful recklessness on the part of BeeTronics or its senior management.
14.3	Mixing, installation or further processing of the Products delivered by or on behalf of the Customer shall discharge BeeTronics from any liability from the moment such mixing, installation or further processing takes place.
14.4	The Customer shall indemnify BeeTronics against all third-party claims for damages to the extent that such damage results from the Customer's failure to comply, in whole or in part, or its improper compliance, with applicable laws and regulations, standards, certification requirements, these Terms and Conditions or BeeTronics' specific instructions, or from the Customer's failure to adequately inform third parties in connection with the use of the Products, or from the Customer wrongfully providing information or data not originating from BeeTronics. In such cases, the Customer shall be obliged to compensate BeeTronics for all loss suffered by BeeTronics.
14.5	The Customer may only invoke any right to damages after having complained in accordance with Clause 9 of these Terms and Conditions and having given BeeTronics, where necessary, written notice of default allowing a reasonable period, and BeeTronics still fails to remedy the matter after expiry of that period.
14.6	A series of connected events causing loss shall, for the purposes of this Clause, be regarded as a single event.
14.7	All claims against BeeTronics, regardless of their legal basis, shall lapse if the Customer has not submitted a complaint within one (1) year of the moment the loss became known, in accordance with the provisions of Clause 9 of these Terms and Conditions.

Clause 15. Intellectual Property Rights

15.1	All intellectual property rights (or claims to such rights) relating to the Products are vested in BeeTronics or its suppliers. If such intellectual property rights are not already vested in BeeTronics by operation of law or under these Terms and Conditions, the Customer shall, upon first request and free of charge, cooperate in effecting the transfer of the intellectual property rights to BeeTronics.
15.2	The Customer shall not remove or alter any markings relating to intellectual property rights on the Products.
15.3	The Customer shall fully indemnify BeeTronics against any third-party claim based on an (alleged) infringement of intellectual property rights resulting from BeeTronics' use of anything made available by the Customer in connection with or in relation to the Agreement.
15.4	The Customer grants BeeTronics a non-exclusive, royalty-free right to use the Customer's trade name, trade mark and logo solely for the purpose of identifying the Customer as a customer of BeeTronics in BeeTronics' marketing and promotional materials, including its website, sales presentations and press releases. The Customer may revoke this right at any time by written notice to BeeTronics, following which BeeTronics shall cease such use within thirty (30) calendar days of receipt of the notice. This Clause does not involve any transfer of ownership rights in any trade mark, trade name or logo of the Customer, and BeeTronics shall use the Customer's trade name, trade mark and logo solely in accordance with any brand usage guidelines established by the Customer, to the extent the Customer has made such guidelines available to BeeTronics.

Clause 16. Governing Law and Jurisdiction

16.1	The Agreement and the legal relationships arising from and connected with it between the Parties are governed by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
16.2	All disputes between the Parties shall be submitted to the competent court of Amsterdam.

Last updated: June 2026.