1. DEFINITONS AND APPLICABILITY

1.1 Dopper	Dopper B.V. Incorporated and registered in The Netherlands, with company number KVK 57084554 Registered office: Gonnetstraat 26, 2011 KA Haarlem VAT number: 57084556 E-mail: info@dopper.com Telephone number: + 31 (0) 23 737 044 5
1.2 Agreement	Any agreement (for example, a signed quotation accepted by Dopper) between Dopper and the Customer (as defined below) for the sale of Products (as defined below) and Services (Essential Service Contract and Complete Service Contract, as defined below) by Dopper to the Customer and the purchase of such Products and Services by the Customer from Dopper.
1.3 Customer	The party (other than a consumer) that enters into the Agreement with Dopper.
1.4 Products	The products specified in the Agreement.

1.5. Maintenance: the performance of (preventive) maintenance work on the Product in accordance with the applicable regulations.

1.6. Repairs: all work on the Product that is necessary to remedy a Malfunction.

1.7. Malfunction: demonstrable defects in (a part of) the Product that result in the Product no longer being able to function.

1.8. Essential Service Contract: the service contract as stated in the Agreement.

1.9. Complete Service Contract: the service contract as stated in the Agreement.

1.10. Parties: the Customer and Dopper.

1.11. These General Terms and Conditions apply to and are included in all Agreements, to all Dopper offers and quotations and to deliveries and services provided by Dopper with regard to the Dopper Water Tap.

1.12. It is only possible to deviate from these General Terms and Conditions in writing and with the written approval of Dopper.

1.13. The applicability of all other terms and conditions, including terms and conditions which the Customer intends to make applicable by means of an order, confirmation or otherwise, is hereby expressly rejected.

1.14. In the event of any conflict between the provisions of these General Terms and Conditions and the Agreement, the Agreement will prevail, followed by these General Terms and Conditions.

2. ORDERS, OFFERS, AND FORMATION OF THE AGREEMENT

2.1. Each order or acceptance of a quotation from Dopper by the Customer is considered an offer from the Customer to Dopper to purchase Products under these General Terms and Conditions. The Agreement is established when the order (or similar offer) from the Customer is accepted in writing by Dopper, including by means of a written order confirmation. Dopper is entitled to accept or reject any order (or similar offer) at its own discretion.

2.2. Quotations from Dopper are valid for 14 days from the quotation date.

2.3. The Customer is not entitled to change or cancel the Agreement, unless the Parties have explicitly agreed otherwise in writing. Dopper has the right to change or terminate the Agreement at any time prior to delivery by giving written notice to the Customer.

2.4. When the Customer has received the order confirmation, the Customer is obliged to check the confirmation for any errors or missing elements, which must be reported to Dopper in writing within two (2) working days. After two (2) working days, the order confirmation is considered accepted by the Customer.

2.5. Dopper is in no way responsible for errors, missing elements or other unnoticed deviations after the order confirmation has been approved by the Customer.

3. EXECUTION OF THE AGREEMENTS

All obligations entered into by Dopper are best efforts obligations, not obligations to achieve a result.

4. PRICES

4.1. The Dopper prices stated in a price list, the Agreement and in the order are exclusive of VAT.

4.2. Dopper reserves the right to change its prices at any time.

4.3. The prices are exclusive of taxes, duties, levies and/or other surcharges, all of which are at the expense of the Customer.

4.4. Payment must be made at the time agreed in the Agreement or, if no time has been agreed, within 14 days after the invoice date, in the currency stated on the invoice and in the manner indicated on the invoice. Dopper is entitled to demand full or partial payment in advance and/or otherwise demand security for payment at all times. The Customer shall pay all invoices from and amounts owed to Dopper in full without any deduction, withholding, counterclaim or settlement of any kind.

4.5. If the Customer fails to pay the invoice in full within 14 days of the invoice date, all amounts owed by the Customer to Dopper will become immediately due and payable and the Customer will be in default without notice of default and will owe Dopper statutory commercial interest plus 2% on the overdue amount.

4.6. The Customer should address complaints about the correctness of the invoice to Dopper in writing within five (5) working days after the invoice date. After the expiry of this period, the right to complain about the correctness of the invoice lapses. If the Customer makes a timely and motivated complaint, Dopper will credit the incorrect invoice and send the Customer a new invoice. Objections to the invoiced amount do not suspend the Customer’s payment obligation.

5. RISK AND OWNERSHIP

5.1. The risk of the purchased Products passes to the Customer at the moment when the Products are installed by Dopper. If the Customer expressly wishes the Products to be delivered to the Customer before the installation date, the risk of the Products will pass at the time of delivery.

5.2. Ownership of the Products delivered to the Customer does not transfer from Dopper to the Customer, unless and until the Customer has fulfilled all payment obligations towards Dopper.

6. DELIVERY AND INSTALLATION OF PRODUCTS

6.1. The installation of the Products will be carried out at the expense of the Customer as quickly as possible by a qualified installer of or engaged by Dopper after Dopper has received full payment for the Products to be delivered and installed. The intended date of installation must be stated on the order form.

6.2. The Customer shall at its own expense and risk:

• (a) ensure that the location where the Products are to be installed complies with the relevant requirements and applicable legislation, that all necessary personnel are available for the installation and that all necessary permits and permissions to enter the site to perform work have been obtained in a timely manner;
• (b) ensure that all facilities essential and required for the installation, in particular water and electricity connections and a suitable internet connection (4G), are available for the installation of the Products in accordance with Dopper’s instructions and
• (c) take all necessary precautions (including following the instructions of Dopper and/or the installation partner) to enable a safe and trouble-free installation of the Products on site.

6.3. If the Customer does not meet the above terms and conditions, this may lead to a delay in the installation of the Products. Furthermore, Dopper is entitled to charge additional costs if the delay results in costs for Dopper.

6.4. The Customer indemnifies Dopper and/or a third party engaged by Dopper for the installation against any damage they may suffer if the Customer fails to fulfil the obligations of this clause.

6.5. Dopper and/or its installation partner cannot be held liable for damage caused by or related to the temporary interruption of the electricity supply on the site required for the installation of the Products.

6.6. If the Customer cancels an installation appointment less than forty-eight (48) hours in advance, or if no one is present at the time of the appointment, Dopper will charge the full installation costs as stated in the Agreement. If the Customer fails to fulfil its obligation to purchase the Products, it will continue to owe the purchase price and the Products will be at its risk from the agreed delivery time.

6.7. Delivery/installation times stated by Dopper are indicative and not binding. Dopper will inform the Customer of any anticipated delay in the delivery/installation of the Product. Delays in the delivery/installation, regardless of the cause thereof, do not constitute grounds for compensation, the imposition of a fine or dissolution of the Agreement for the Customer. The Customer indemnifies Dopper against claims from third parties in this regard.

7. INSPECTION, NOTIFICATIONS, AND CLAIMS

7.1. An installation report is signed by the Customer upon delivery and successful installation of the Products.

7.2. The Customer shall immediately inspect the installed Products after the installation of Products. Any visible defects must be included in the installation report. The Customer’s right to complain about visible defects lapses if such a defect is not included in the report.

7.3. Hidden defects are reported by the Customer to Dopper by e-mail or telephone within 5 working days after their discovery, or after the defect should reasonably have been discovered, but in any case no later than six months after delivery and installation of the Products in question.

7.4. Notices must contain an accurate description of the (alleged) defect. Neither the notice to Dopper nor the filing of a claim in any other way releases the Customer from its payment obligations.

7.5. Under no circumstances can a claim be made against Dopper if the Products in question have been transported, handled, used, processed or stored incorrectly by or for the Customer or contrary to instructions given by or on behalf of Dopper.

7.6. In the event of a justifiable and timely claim with respect to a defective Product under this Article 7, the sole remedy available to the Customer is, at Dopper’s discretion, a replacement of the Product by Dopper at no cost to the Customer, or Dopper crediting the the purchase price, paid by the Customer, to the Customer for the defective Product(s).

7.7. In order to determine whether the Product is defective, the Product will be made available to Dopper for examination at Dopper’s first request. If the Customer and Dopper disagree about the existence of the defect, the provisions of Article 15 of these General Terms and Conditions will apply.

8. GUARANTEE

8.1. Dopper guarantees the Customer upon delivery and for a period of one (1) year thereafter that the Products are free of substantial material and manufacturing defects and meet the specifications included in the Agreement in all essential aspects. Except as stated in this Article 8.1, Dopper does not give any guarantee with regard to the Products, except as stated in Article 9.12 of these General Terms and Conditions.

8.2. Within the guarantee period, Dopper will, at its sole discretion, repair defects in the Products as referred to in Article 8.1 of these General Terms and Conditions or replace the defective Product. The costs of repair or replacement of a Product will be borne by Dopper, unless:

(a) defects in or to the Product are the result of improper or careless use;

(b) the Customer has repaired, adjusted or modified the Product in any way, or if it appears that the Customer has opened the Product or worked on the Product in any other way;

(c) the Product has not been used in accordance with its purpose;

(d) the Product is used in combination with parts that do not come from Dopper;

(e) the Customer has not notified Dopper in writing of the defect in question within five working days after the defect was discovered or could have been discovered; or

(f) the Customer does not fully or at all comply with any obligation arising from these General Terms and Conditions or the Agreement, including financial obligations.

9. SERVICE CONTRACT

9.1. When entering into the Agreement, the Customer has the option of concluding an Essential Service Contract, Complete Service Contract, or no service contract. Under the Essential Service Contract and the Complete Service Contract, the Customer is entitled, among other things, to Maintenance of the Products once a year and, in the event of a Malfunction, to Repair.

9.2. The Maintenance and Repair will be carried out by a technician from or on behalf of Dopper. Unless explicitly agreed otherwise in writing, the performance of the Maintenance or a Repair is in no way a guarantee for the proper (continued) functioning of the Product.

9.3. The Maintenance will only be performed by appointment and at the location of the Customer where the Product is installed. The Customer must make an appointment with Dopper to carry out the Maintenance. The Maintenance will only be performed on working days between 8:00 a.m. and 4:00 p.m.

9.4. The Customer will allow the technician to carry out the necessary work, as well as provide all further cooperation that can reasonably be expected from it, including but not limited to what is stipulated in Article 6.2 of these General Terms and Conditions, in order to enable the technician to carry out the Maintenance or to perform the Repair. In the event of default, the costs incurred in vain by Dopper will be charged. The Customer indemnifies Dopper and/or a third party engaged by Dopper for the performance of the Maintenance/Repair against any damage they suffer if the Customer fails to fulfil the obligations under this article, as well as against any damage to third parties resulting from, or in connection with, the Maintenance and Repair.

9.5. If, during the performance of the Maintenance under the Essential Service Contract, it is established that the pipes of the Product need to be replaced, the technician is entitled to replace them free of charge without prior (written) permission from the Customer. If, during the performance of the Maintenance, it is established that parts other than the pipework must be replaced, the technician is entitled to replace these parts without the prior (written) consent of the Customer, provided that the costs for replacement (i.e. the labour costs and the material costs together) do not exceed EUR 250.00 (excl. VAT). If the costs for replacement exceed EUR 250.00 (excl. VAT), prior written permission for the replacement must be obtained from the Customer. If the Customer does not grant permission for the replacement of the parts as referred to in this Article 9.5, this qualifies as improper and careless use of the Product as referred to in Article 8.2 of these General Terms and Conditions.

9.6. No prior (written) permission from the Customer is required for the replacement of parts during a Repair.

9.7. Dopper and/or its installation partner cannot be held liable for damage caused by or related to the temporary interruption of the electricity supply on the site required for the Maintenance or Repair of the Products.

9.8. When the Customer discovers a Malfunction, it will inform Dopper of this in writing as soon as possible, stating the available dates and times at which a Repair can take place, and the Customer’s account number, which was provided to the Customer upon confirmation of the Essential Service Contract or the Complete Service Contract.

9.9. If the Customer is unable to receive the technician on the date agreed for the performance of the Maintenance or Repair, this must be made known to Dopper no later than 48 hours in advance in the case of Maintenance, and no later than 24 hours in advance in the case of Repair. In the event of default, the costs incurred in vain by Dopper will be charged.

9.10. On completion of the Maintenance or Repair, the Customer shall immediately inspect the Product and sign the service report for approval. Any visible defects must be included in the service report. The Customer’s right to complain about visible defects lapses if these are not included in the service report. For the rest, the provisions of Articles 7.3 to 7.5 and Article 7.7 of these General Terms and Conditions apply.

9.11. If it appears during the performance of the Maintenance or Repair that one or more of the circumstances referred to in Article 8.2 of these General Terms and Conditions have occurred, Dopper will charge the Customer in full for the costs of Maintenance and/or Repair, including any costs for parts to be replaced, regardless of the type of service contract (Essential Service Contract or Complete Service Contract). In that case, without prejudice to its other rights, Dopper is entitled to terminate the service contract with immediate effect.

9.12. New parts that have been fitted to the Product under this Article 9 of the General Terms and Conditions (for the purpose of Repair or Maintenance) have a guarantee period of one year as referred to in Article 8.1 of these General Terms and Conditions.

10. LIABILITY

10.1. If, for whatever reason, Dopper is held liable and is obliged to pay compensation, including but not limited to water damage, for example as a result of a blocked water pipe, this will be limited per calendar year to an amount equal to the total value of the invoices (excluding VAT) paid by the Customer under the Agreement for the Products in that calendar year, but in any case up to an aggregate maximum of EUR 10,000 (ten thousand euros) for all claims of the Customer against Dopper.

10.2. Under no circumstances shall Dopper be liable for any loss of revenue or profit, loss of business or customers, loss of goodwill, loss of use, increased labour costs, penalties, fines, punitive damages and damages resulting from late delivery, reputational damage or special, indirect, intangible or consequential damages or losses arising out of or in connection with any Agreement.

10.3. Insofar as Dopper can be held liable in accordance with Article 10.1, Dopper is only obliged to repair the damage suffered by the Customer as a result of acts or omissions on the part of Dopper insofar as the following terms and conditions are met:

• The damage is attributable to Dopper since the damage is caused by the fault of Dopper or is for Dopper’s account and risk under Dutch law.
• Dopper has been in default as referred to in Article 6:74(2) of the Dutch Civil Code.
• The damage is not (partly) the result of a circumstance that can be attributed to the damaged Party.
• The event that led to the damage did not also lead to an advantage for the Customer.

10.4. In the event that the terms and conditions as stated in this Article are not met, Dopper is not obliged to repair the damage as claimed by the Customer.

10.5. Legal claims and defences based on facts that would justify the assertion that the Customer has suffered damage for which Dopper is liable, lapse by operation of law after a period of one year from the day on which the damage occurred or should have been discovered.

10.6. The limitations of liability as included in this Article 10 of the General Terms and Conditions do not apply in the event of intent or gross negligence on the part of Dopper, or if the damage is the result of death or physical injury.

11. INTELLECTUAL PROPERTY

11.1. Dopper reserves all rights with regard to its intellectual property rights and has the exclusive right to publish and reproduce copyrighted works produced by it (such as concepts, drawings and designs).

11.2. All intellectual, industrial property rights and/or know-how in and or related to the Products (‘IPR’) remain the property of Dopper. No intellectual property right is transferred to the Customer under any agreement or similar document, and no licence to any intellectual property right is granted to the Customer, even if the Products are specifically designed, developed, modified and/or manufactured for the Customer.

11.3. The Customer shall immediately notify Dopper by telephone and in writing if it becomes aware that a third party infringes or threatens to infringe Dopper’s IPR, or if a third party believes that Products infringe their own industrial or intellectual property rights or know-how. The Customer will provide Dopper with all requested assistance in the protection of its intellectual property rights.

11.4. The Customer is not permitted to alter or change, deform or remove the Products in whole or in part, or to cover any branding or identification markings affixed to the

Products and/or packaging, or cover letters, numbers or badges displayed on the Products and/or packaging.

11.5. If Dopper, on behalf of the Customer, makes use of certain works/image rights/text rights or other intellectual property rights of the Customer, the Customer guarantees that it has a sufficient right/sufficient licence for the use of the intellectual property rights used. If a third-party claim is nevertheless filed against Dopper due to unlawful use of/infringement of an intellectual property right, the Customer will fully indemnify Dopper from liability and, if necessary, fully compensate Dopper.

12. PRIVACY

12.1. When entering into the Agreement and for the execution of the Agreement, Dopper requests the Customer to provide its personal data. Dopper will use this information for the confirmation of the Agreement, the performance of its obligations under the Agreement, relationship management and marketing, for example informing the Customer about relevant Dopper Products and services.

12.2. Dopper stores customer data in its own relationship management program. In this way, Dopper can provide customers with the best possible service and Dopper can ensure that tailor-made offers are sent to the right target group.

12.3. The Customer agrees that Dopper uses and stores customer data in its own relationship management program for the purposes referred to in Article 12.1. In the event that the Customer wishes to terminate its aforementioned consent, an e-mail can be sent to info@dopper.com.

12.4. Dopper also has the right to use the Customer’s business data for more detailed background checks to manage risk before signing contracts.

12.5. The Customer has the right to view and, if necessary, correct its customer information file.

12.6. When visiting the Dopper website, the IP address of the Customer is registered. This is for navigation purposes only, so that Dopper can analyse the most visited pages and most purchased products and improve the functionality of the entire website and its content. Cookies are only used to optimise the use of the Dopper website and are not used for other purposes.

12.7. Dopper will only use the e-mail addresses provided for marketing or service purposes. If the Customer does not wish to receive promotional offers or informative newsletters, an e-mail can be sent to info@dopper.com.

12.8. Dopper will never disclose/supply the data to third parties without the permission of the Customer.

13. FORCE MAJEURE

13.1. Either Party has the right to invoke force majeure if the performance of the Agreement, in whole or in part, temporarily or not, is delayed or impeded by circumstances beyond the reasonable control of either Party (a ‘Force Majeure Event’), including, but not limited to, trade embargoes, strikes, civil unrest, terrorism, force majeure, such as lightning strikes, work stoppages and lockouts, (global) health emergencies, lack of raw materials, delayed deliveries to such Party by third parties of ordered goods or services in circumstances other than those attributable to such Party, accidents, breakdowns, animal diseases, unforeseeable production or transportation problems, devaluation, increases in duties or taxes of any kind, significant changes in the price of raw materials or energy; and expiration, revocation or non-renewal of required permits, certificates, licences and the like.

13.2. In a Force Majeure Event of either Party, that Party shall immediately notify the other Party in writing of such Force Majeure Event and that Party’s obligations, to the extent prevented or hindered, shall be suspended without liability for violation or non-compliance. The mutual obligations of the other Party shall also be suspended without liability for violation or non-compliance.

13.3. If it can reasonably be expected that a Force Majeure Event for one Party will last longer than three months, or has already lasted three months, the other Party may terminate the Agreement with immediate effect by written notice to the affected Party, without any right to compensation arising.

14. TERMINATION

14.1. In the following cases, all amounts owed by the Customer to Dopper become immediately due and payable in full and Dopper is authorised to terminate any Agreement in writing with immediate effect:

• (a) (Application for) suspension of payment or bankruptcy of the Customer.
• (b) Seizure at the expense of the Customer.
• (c) Dissolution, liquidation, cessation or sale of (the company of) the Customer.
• (d) Direct or indirect change in authority of the Customer.
• (e) A material shortcoming in the fulfilment of an Agreement that, after the Customer has been given notice of default, is not remedied within a reasonable period of seven days.
• (f) Any situation that arises in a jurisdiction other than the Netherlands and that is comparable to the cases described under a) to e).

14.2. All judicial and extrajudicial costs incurred by Dopper in enforcing its rights under these General Terms and Conditions, the Agreement, an offer or any other legal relationship between the Parties will be borne by the Customer. The extrajudicial costs amount to at least 15% (fifteen percent) of the invoice value of the delivery on account of which the claim arose.

14.3. Parties explicitly waive the right to terminate the Agreement, except insofar as this is not permitted by law, or insofar as Parties have explicitly agreed otherwise in writing.

14.4. If applicable, the service contract (Essential Service Contract or Complete Service Contract) is entered into for an indefinite period. Both Parties can only terminate the service contract in writing with due observance of a notice period of six (6) months, without prejudice to the right to terminate the service contract under Articles 14.1 and 14.5 of these General Terms and Conditions.

14.5. If one of the Parties fails to fulfil its obligations under Article 9 of the General Terms and Conditions, the other Party, without prejudice to its other rights, has the right to terminate the service contract in writing with immediate effect.

15. COURT AND APPLICABLE LAW

15.1. Dutch law applies to these General Terms and Conditions, the Agreement and all other agreements concluded between Dopper and the Customer.

15.2. All disputes between the Customer and Dopper regarding or arising from the Agreement, these General Terms and Conditions, or further agreements arising therefrom, will be submitted exclusively to the District Court of Noord-Holland [North Holland].

16. MISCELLANEOUS

16.1. Dopper is entitled to outsource the obligations that Dopper must fulfil in the context of an Agreement.

16.2. If one or more of the provisions of these General Terms and Conditions are declared invalid, void, unenforceable or ineffective by a competent court, the other provisions will remain in full force. The parties will replace the relevant provision with a new provision that approaches the content of the original provision as closely as possible.

16.3. Any notices, requests, demands, waivers, consents, approvals and/or other communications (collectively, ‘Notices’) required herein to be in writing may also be provided electronically (i.e., by e-mail).

16.4. If these General Terms and Conditions are also provided in a language other than Dutch, the Dutch version of these General Terms and Conditions will be decisive in all circumstances in the event of differences of interpretation.

Version May 2023