GENERAL TERMS AND CONDITIONS OF DBD

Last Updated: 18 March 2026

Article 1: Applicability
1.1 These conditions apply to all offers, quotations, and agreements made by DBD – Deep Blue Desalination (hereinafter: “DBD” or “Seller”) and to all agreements that may result therefrom.
1.2 These conditions apply exclusively. The general terms and conditions of the Customer (hereinafter: “Buyer”) are expressly rejected.
1.3 Deviations from these conditions are binding only if confirmed in writing by DBD.

Article 2: Offers and Quotations
2.1 All offers and quotations are without obligation and valid for 30 days unless stated otherwise.
2.2 Quotations are based on the information provided by the Buyer. If the information provided is incorrect or incomplete, DBD has the right to adjust the quotation or price accordingly.
2.3 If a quotation is not accepted, DBD reserves the right to charge the Buyer for costs incurred in preparing the offer, including but not limited to engineering time, drawings, or samples.
2.4 Images, drawings, weights, and dimensions provided in catalogs or brochures are approximate and non-binding unless expressly agreed in writing.

Article 3: Intellectual Property
3.1 All intellectual property rights, including but not limited to patents, copyrights, design rights, and know-how, relating to products, drawings, designs, software, models, and other materials provided by DBD, remain vested exclusively in DBD.
3.2 The Buyer may not reproduce, modify, reverse engineer, or disclose to third parties any such materials without prior written consent from DBD.
3.3 In case of breach of this article, the Buyer shall forfeit an immediately due and payable penalty of €25,000 per violation, without prejudice to DBD’s right to claim additional damages.
3.4 Upon first request, the Buyer shall immediately return all materials provided by DBD.

Article 4: Designs, Materials, and Specifications
4.1 The Buyer is responsible for the accuracy and completeness of all specifications, drawings, and other information provided to DBD.
4.2 If the Buyer provides specifications or materials, the Buyer warrants that these do not infringe any third-party rights and indemnifies DBD against any claims arising from their use.
4.3 DBD reserves the right to make technical changes to products or designs that do not materially affect performance or functionality.
4.4 If the Buyer requests changes after the order is confirmed, DBD may adjust the price and delivery time accordingly. Such changes must be confirmed in writing.

Article 5: Prices and Payment
5.1 All prices are in Euros (€) or US Dollars ($) as stated, exclusive of VAT, import duties, packaging, shipping, and insurance, unless expressly agreed otherwise.
5.2 Payment terms: 100% of the total price shall be paid upon order confirmation, unless a different payment schedule is expressly agreed in writing by DBD.
5.3 If the Buyer fails to pay on time, the Buyer shall be in default by operation of law. Statutory (commercial) interest shall be charged from the due date until full payment is received.
5.4 All extrajudicial collection costs shall be borne by the Buyer, calculated according to the Dutch Collection Costs Act (WIK) or a minimum of €100, whichever is higher.
5.5 The Buyer is not entitled to set off any claims against amounts due to DBD.

Article 6: Delivery and Risk
6.1 Delivery is EX WORKS (Incoterms 2020) from DBD’s facility in the Netherlands, unless otherwise agreed in writing.
6.2 The risk of loss, damage, or theft of the products passes to the Buyer upon delivery as defined in 6.1, even if DBD arranges transport as a service to the Buyer.
6.3 Any delivery times stated are estimates and not binding, unless a fixed delivery time has been expressly agreed in writing.
6.4 The delivery period commences only after all technical details have been finalized, necessary materials are available, and any advance payment has been received.
6.5 If the Buyer fails to take delivery on time, the goods shall be stored at the Buyer’s risk and expense. DBD shall be entitled to charge reasonable storage costs.

Article 7: Force Majeure
7.1 In case of force majeure, DBD has the right to suspend performance or dissolve the agreement without being liable for damages.
7.2 Force majeure includes, but is not limited to: war, terrorism, natural disasters, pandemics, government measures, raw material shortages, supplier failures, transport disruptions, strikes, and technical failures beyond DBD’s control.
7.3 If the force majeure situation lasts longer than 60 days, both parties are entitled to dissolve the agreement in writing for the unperformed part, without any right to compensation.

Article 8: Warranty
8.1 DBD warrants that its products are free from defects in material and workmanship for a period of 12 months from the date of delivery, unless a different period is expressly agreed in writing.
8.2 The warranty is limited to repair or replacement (at DBD’s discretion) of defective parts, provided that:

The defect is reported in writing within 14 days of discovery
The product has been used, installed, and maintained in accordance with DBD’s instructions
The product has not been modified, repaired, or tampered with by unauthorized persons
8.3 The warranty does not cover:
Normal wear and tear
Consumable parts (e.g., filters, seals, membranes)
Damage caused by improper use, neglect, accident, or external factors (e.g., incorrect voltage, lightning, water quality issues)
Products that were not new at the time of delivery
8.4 For warranty claims, the Buyer shall return the defective product to DBD at its own expense. DBD will bear the cost of return shipment after repair or replacement.
8.5 Any parts replaced become the property of DBD.

Article 9: Liability
9.1 DBD’s total liability for any claim arising from or related to the agreement or products is limited to the invoice value of the specific product giving rise to the claim.
9.2 DBD shall not be liable for:

Indirect or consequential damages, including but not limited to loss of profit, loss of business, loss of data, or damage to property
Damage arising from use of the product in combination with other equipment or systems
Damage resulting from failure to follow instructions or safety guidelines
9.3 Any claim against DBD shall become void if not instituted within 12 months after the claim arose.
9.4 The Buyer indemnifies DBD against all claims from third parties related to the products, including product liability claims, unless the damage is caused by intentional misconduct or gross negligence on the part of DBD.

Article 10: Retention of Title
10.1 All goods delivered by DBD remain the property of DBD until the Buyer has fully paid all amounts due under the agreement, including interest and costs.
10.2 Until title passes, the Buyer shall:

Not encumber or pledge the goods
Store the goods in a manner that clearly indicates DBD’s ownership
Insure the goods against loss or damage
10.3 If the Buyer fails to pay, DBD has the right to reclaim the goods. The Buyer grants DBD access to its premises for this purpose.

Article 11: Cancellation and Termination
11.1 If the Buyer wishes to cancel an order after confirmation, DBD may agree to this at its sole discretion. The Buyer shall then be liable for:

All costs already incurred by DBD
A cancellation fee of 30% of the order value (or higher if specific materials have been procured)
11.2 DBD may terminate the agreement with immediate effect if the Buyer is declared bankrupt, applies for suspension of payments, or ceases business operations. All claims shall become immediately due and payable.

Article 12: Installation and Commissioning
12.1 Scope – If installation and/or commissioning of the delivered goods is agreed in writing, DBD shall perform these services at the location specified by the Buyer.
12.2 Customer Obligations – The Buyer shall, at its own expense, ensure that:

The installation site is prepared and ready on the agreed date, including all necessary foundations, connections (power, water, data), and structural supports
All required facilities are available, including but not limited to: adequate lighting, heating, lifting equipment, safety provisions, and a lockable, dry storage area for tools and components
Any necessary permits, licenses, or authorizations have been obtained
The Buyer’s personnel are available to assist DBD’s engineers as reasonably requested
The site complies with all applicable health, safety, and environmental regulations
12.3 Access and Safety – The Buyer grants DBD’s personnel safe and unhindered access to the installation site during normal working hours. The Buyer is responsible for ensuring a safe working environment and shall indemnify DBD against any claims arising from site conditions, unless caused by DBD’s gross negligence.
12.4 Delay Caused by Buyer – If installation is delayed due to the Buyer’s failure to fulfill its obligations under 12.2, DBD reserves the right to:
Charge the Buyer for additional travel, accommodation, and labor costs at DBD’s then-current hourly rates
Reschedule the installation to a later date as planning permits
Invoice the full amount for the goods and installation as if completed
12.5 Commissioning and Acceptance – Upon completion of installation, DBD shall perform functional tests to verify the system operates according to agreed specifications. The system shall be deemed accepted when:
The Buyer signs an acceptance certificate, OR
The Buyer uses the system commercially (e.g., for its intended purpose), OR
14 days have passed since DBD notified the Buyer of completion, without the Buyer providing a written, detailed list of defects
12.6 Minor Defects – Acceptance shall not be withheld due to minor defects or incomplete items that do not materially affect the system’s intended use, provided DBD undertakes to remedy them within a reasonable time.
12.7 Warranty Start – The warranty period under Article 8 shall commence upon delivery (Article 6), unless installation is part of the agreement, in which case the warranty period starts upon acceptance under 12.5.
12.8 Travel and Expenses – Unless otherwise agreed, the Buyer shall reimburse DBD for all reasonable travel, accommodation, and subsistence expenses incurred by DBD’s personnel during installation. An estimate shall be provided in advance.

Article 13: Completion of Work
13.1 The work shall be deemed to have been completed when:

The Buyer has approved the work
The work has been used by the Buyer; if the Buyer uses only part of the work, such part shall be deemed to have been completed
DBD gives written notice to the Buyer that the work has been completed and the Buyer does not indicate in writing within 14 days of the notice whether or not the work has been approved
The Buyer does not approve the work on account of minor defects or missing parts which can be repaired or supplied within 30 days and which do not prevent the use of the work
13.2 If the Buyer does not approve the work, they shall be obliged to give written notice of this to DBD specifying the reasons.
13.3 If the Buyer does not approve the work, they shall give DBD the opportunity to complete the work anew. The provisions of this article shall then apply once again.

Article 14: Claims
The Buyer may no longer invoke an instance of non-performance if they do not lodge a written claim with DBD within 14 days of the date on which they discover the defect or could reasonably be expected to discover it.

Article 15: Uncollected Goods
If goods have not been collected by the time the delivery period expires, they shall continue to be held available for the Buyer. Uncollected goods shall be stored at the expense and risk of the Buyer.

Article 16: Payment (Supplementary)
16.1 Payment shall be made at the place of business of DBD or by remittance to an account designated by DBD.
16.2 The full claim for payment shall be immediately due and eligible if:

A payment period has been exceeded
The Buyer has been declared bankrupt or has applied for a suspension of payments
The property or accounts receivable of the Buyer are seized
The Buyer (being a legal entity) is wound up or liquidated
The Buyer (being a natural person) is made the subject of a guardianship order or dies
16.3 If payment has not been made within the agreed period for payment, the Buyer shall immediately owe interest to DBD. The interest shall be 10% per year or the statutory rate of interest, whichever is the higher. For the purpose of calculating the interest, part of a month shall be treated as a full month.
16.4 If payment has not been made within the agreed period for payment, the Buyer shall owe DBD all extrajudicial costs of recovery, subject to a minimum of €50. The costs shall be calculated on the basis of the following table:
On the first €3,000: 15%
On any additional amount up to €6,000: 10%
On any additional amount up to €15,000: 8%
On any additional amount up to €60,000: 5%
On any additional amount over €60,000: 3%
If the extrajudicial costs actually incurred are higher than those in the above-mentioned table, the costs actually incurred shall be owed.
16.5 If DBD is held to be in the right in legal proceedings, all costs which they have incurred in connection with the proceedings shall be borne by the Buyer.

Article 17: Retention of Title (Supplementary)
17.1 After delivery of the goods, DBD shall retain title to them as long as the Buyer:

Fails or will fail to perform their obligations under this agreement or other similar agreements
Fails or will fail to pay for activities performed or yet to be performed under such agreements
Has not paid claims that result from the non-observance of the above-mentioned agreements such as damage, penalties, interest, and costs
17.2 As long as title to delivered goods is retained by DBD, the Buyer may not encumber them other than in the normal course of their business.
17.3 After DBD has invoked their reservation of title, they may retake possession of the delivered goods. The Buyer shall allow DBD to enter the place where the goods are situated.
17.4 If DBD is unable to invoke the retention of title because the delivered goods have been mingled, distorted, or changed by way of accession, the Buyer shall be obliged to grant DBD a lien on the newly created goods.

Article 18: Termination
If the Buyer wishes to terminate the agreement in circumstances where DBD is not in default and DBD agrees to this, the agreement shall be terminated by mutual consent. DBD shall in that case be entitled to compensation of all pecuniary damage, such as any loss suffered, loss of profit, and costs incurred.

Article 19: Applicable Law and Dispute Resolution
19.1 All agreements and disputes are governed exclusively by the laws of the Netherlands.
19.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded, nor is any other international regulation the exclusion of which is permissible.
19.3 Any disputes shall be submitted to the competent court in the district where DBD is established, unless mandatory law prescribes otherwise. DBD retains the right to submit disputes to the court of the Buyer’s domicile.
19.4 The parties may agree a different form of dispute resolution such as arbitration or mediation.

DBD – Deep Blue Desalination
The Netherlands
info@deepbluedesalination.com
DeepBlueDesalination.com

Dutch Engineering. Since 2005.