Terms & conditions | Exten B.V.

Last updated: September 2026

These general terms and conditions apply to quotations, offers, orders, agreements and deliveries by Exten B.V., unless otherwise agreed in writing. These terms are primarily intended for business customers. This is an English translation of the Dutch terms; in the event of any discrepancy, the Dutch version prevails.

Article 1 – Definitions

In these general terms and conditions:

Exten:
Exten B.V., established in Veldhoven.
Address: Zandven 25, 5508 RN Veldhoven, the Netherlands
Chamber of Commerce (KvK) no.: 17132330
Email: willem@exten.nl

Client:
the natural person acting in the course of a profession or business, or the legal entity, that enters into an agreement with Exten or submits an enquiry to that end.

Agreement:
any agreement between Exten and the client concerning the supply of products, prototypes, production work, engineering, assembly, logistics or other services.

Products:
all parts, assembled products, prototypes, production tooling and other items supplied by or on behalf of Exten.

Article 2 – Applicability

  1. These general terms and conditions apply to all quotations, offers, orders and agreements of Exten.
  2. Deviations only apply when confirmed in writing by Exten.
  3. The client's general terms and conditions are expressly rejected, unless Exten agrees to their applicability in writing.
  4. If any provision of these terms proves invalid, the remaining provisions remain in force.

Article 3 – Quotations and offers

  1. All quotations and offers from Exten are non-binding, unless expressly stated otherwise.
  2. A quotation is valid for the period stated in the quotation.
  3. If no validity period is stated, Exten may withdraw the offer as long as it has not been accepted by the client.
  4. Prices exclude VAT, transport, import duties, levies and other costs, unless stated otherwise in writing.
  5. Quotations are based on the drawings, files, specifications, quantities and other information provided by the client.
  6. Changes to drawings, specifications, materials, quantities or requirements may affect price and lead time.

Article 4 – Formation of the agreement

An agreement is concluded once:

  • Exten has confirmed an order in writing;
  • Exten has started carrying out the order; or
  • the client has accepted a quotation or offer from Exten in writing.

In the event of conflict between documents, unless otherwise agreed, the following order applies:

  1. Exten's written order confirmation;
  2. Exten's quotation;
  3. technical specifications as agreed in writing;
  4. these general terms and conditions.

Article 5 – Drawings, files and technical information

  1. The client is responsible for the accuracy and completeness of drawings, CAD data, STEP files, tolerances, specifications, material requirements and other information provided to Exten.
  2. Exten may assume that the information supplied is suitable for the intended use, unless Exten has expressly been instructed to carry out engineering, verification or DFM.
  3. Advice from Exten on manufacturability does not relieve the client of responsibility for the design, functionality and suitability of the end product.
  4. Changes to files or revisions must be clearly communicated to Exten in writing.
  5. Exten is not liable for the consequences of production based on outdated or incorrect information supplied by the client.

Article 6 – Engineering and DFM

  1. Where Exten provides support with engineering, DFM or process optimisation, this concerns an assessment from a manufacturability and production perspective, unless otherwise agreed in writing.
  2. Ultimate responsibility for design, application, product safety and functional validation remains with the client.
  3. For medical, automotive, aerospace or other regulated applications, the client remains responsible for applicable certification, validation and legal requirements, unless expressly agreed otherwise in writing.

Article 7 – Prototypes and development products

  1. Prototypes are intended for development, assessment and validation and may differ from future series products.
  2. Properties may differ when a different production technique, tooling, material batch or surface treatment is used for series production.
  3. Prototypes do not automatically constitute approval of a series production process.
  4. After the client has approved samples, a First Article, golden sample or comparable reference, Exten may carry out series production based on that approval.

Article 8 – Production tooling

  1. Costs for moulds, dies, fixtures, clamping devices or other tooling are charged separately where agreed.
  2. Unless otherwise agreed in writing, tooling designed or made by or on behalf of Exten remains under the control of Exten or the relevant production partner.
  3. Payment of tooling costs does not automatically mean that all intellectual property rights in the design or production process are transferred.
  4. Ownership, storage, maintenance, service life and transferability of specific tooling may be recorded separately.
  5. Normal wear of tooling is not covered by warranty.

Article 9 – Materials

  1. Materials are supplied in accordance with the agreed material description or specification.
  2. Minor differences between material batches in colour, texture, surface or mechanical properties that fall within normal industrial tolerances do not constitute a defect.
  3. Material certificates are only supplied if agreed in advance.
  4. Where a specific brand, material type or certificate is mandatory, the client must state this in writing before placing the order.

Article 10 – Tolerances and quality

  1. Products are manufactured in accordance with the agreed drawings and specifications.
  2. Where no specific tolerances are stated, customary industrial tolerances appropriate to the production process used apply.
  3. The client acknowledges that achievable tolerances depend on material, geometry, production technique, dimensions and post-processing.
  4. Measurement reports, CMM reports, material certificates, CoCs or other quality documents are only provided if agreed in advance.

Article 11 – Quantities and production deviations

With certain production processes, minor deviations in delivered quantities may occur.

Where customary for the process concerned, a reasonable over- or under-delivery may take place, unless an exact quantity has been agreed in writing.

Any permitted deviations may be specified further in the quotation or order confirmation.

Article 12 – Delivery periods

  1. Stated lead times are indicative, unless expressly agreed in writing as a strict deadline.
  1. Lead times start once:
  • all required technical information has been received;
  • drawings and specifications have been released;
  • any down payment has been received;
  • required samples or references are available;
  • all other necessary information is available.
  1. Delays at production partners, carriers, customs, ports, raw material suppliers or other third parties may affect the lead time.
  2. Exceeding an indicative lead time does not automatically entitle the client to compensation or cancellation.

Article 13 – Transport and delivery

  1. Delivery terms are agreed per order.
  2. Transport costs, import duties, taxes, customs costs, storage and other logistics costs are borne by the client unless otherwise agreed.
  3. Risk passes in accordance with the agreed delivery terms.
  4. Where Incoterms apply, the version of the Incoterms rules agreed at the time of the agreement applies.
  5. Where the client is responsible for transport or collection, Exten is not liable for damage arising after the transfer of risk.

Article 14 – Inspection after delivery and complaints

  1. The client must inspect delivered products as soon as possible after receipt.
  2. Visible deviations or transport damage must be reported in writing within 5 working days of receipt.
  3. Defects that are not immediately visible must be reported in writing within 5 working days of discovery.
  4. A complaint must contain sufficient information to investigate the deviation, including where relevant photos, measurement data, batch information and quantities.
  5. Products may not be returned without Exten's permission.
  6. If the client processes, assembles or further works products after a defect could reasonably have been noticed, the right to complain may lapse.

Article 15 – Remedy for justified complaints

If a product demonstrably does not meet the specifications agreed in writing and the complaint is justified, Exten will reasonably decide whether to:

  • repair the product;
  • supply replacement products;
  • credit the relevant part of the invoice; or
  • offer another appropriate solution.

Additional costs for disassembly, assembly, production downtime or consequential damage are not automatically covered.

Article 16 – Payment

  1. Payment is made within the term stated on the quotation or invoice.
  2. If no term is stated, a payment term of 30 days from the invoice date applies.
  3. Exten may require prepayment, a down payment or payment in instalments.
  4. For larger production orders, Exten may for example invoice part on order and the remainder before or after delivery.
  5. The client may not set off or suspend payments without written consent, unless mandatory law provides otherwise.
  6. In the event of late payment, Exten may charge statutory commercial interest and reasonable extrajudicial collection costs.

Article 17 – Retention of title

All delivered products remain the property of Exten until the client has paid in full all amounts owed to Exten under the relevant agreement.

The client may not pledge products subject to retention of title or provide them to third parties as security.

Article 18 – Intellectual property

  1. Rights to designs and technical information supplied by the client remain with the client or its rights holder.
  2. Rights to production methods, know-how, calculations, processes, fixtures, tooling concepts and other proprietary technical knowledge developed by Exten remain with Exten, unless otherwise agreed in writing.
  3. The client warrants that production based on files it supplies does not infringe third-party rights.
  4. Exten handles confidential project information with care and does not use it for purposes other than carrying out the order, subject to legal obligations.

Article 19 – Confidentiality

The parties treat confidential business, technical and commercial information received in the course of their collaboration as confidential.

This information is not disclosed to third parties without consent, except where necessary to carry out the order and the third party concerned is bound by appropriate confidentiality.

Article 20 – Liability

  1. Exten is only liable for direct damage that is the direct result of an attributable failure by Exten.
  1. Exten is not liable for indirect damage, including in any case:
  • consequential damage;
  • loss of revenue;
  • loss of profit;
  • production downtime;
  • missed savings;
  • reputational damage;
  • claims from the client's customers.
  1. Exten's liability is in principle limited to the invoice amount of the part of the order to which the damage relates or, if higher and applicable, the amount paid out under Exten's liability insurance.
  2. These limitations do not apply if and insofar as liability cannot be excluded or limited by law.

Article 21 – Application and product safety

The client is responsible for:

  • the final application of the products;
  • functional validation;
  • system integration;
  • product safety;
  • statutory approvals and certifications;
  • verifying that the product is suitable for its intended use.

Exten is only responsible for specific functional or statutory requirements where these have expressly been made part of the order in writing in advance.

Article 22 – Force majeure

Exten is not liable for delays or failures resulting from circumstances beyond its reasonable control.

These include, among others:

  • natural disasters;
  • war and geopolitical disruption;
  • strikes;
  • pandemics;
  • fire;
  • power or system failures;
  • breakdown of production equipment;
  • shortages of raw materials;
  • supplier failure;
  • transport problems;
  • port congestion;
  • government measures;
  • import or export restrictions;
  • customs delays.

If a force majeure situation continues for a prolonged period, the parties will consult on continuation or termination of the order concerned.

Article 23 – Suspension and termination

Exten may suspend work or deliveries when:

  • the client does not pay on time;
  • necessary information is missing;
  • the client does not meet its obligations;
  • there is reasonable doubt about the client's creditworthiness.

In such cases, Exten may require security or payment in advance.

Article 24 – Governing law

All agreements with Exten are governed by Dutch law.

The applicability of the Vienna Sales Convention (CISG) is excluded, unless otherwise agreed in writing.

Article 25 – Disputes

The parties will first attempt to resolve any dispute through mutual consultation.

If this fails, the dispute will be submitted to the competent court in the district in which Exten is established, unless mandatory law provides otherwise.

Article 26 – Changes

Exten may amend these general terms and conditions.

The version applicable at the time the agreement was concluded applies to an order, unless the parties agree otherwise in writing.