General terms and conditions of delivery

Sedeco Imaging

Version: 1.4
Date: 13 July 2026

1. Definitions

In these terms and conditions, the following definitions apply:

Sedeco: Sedeco Imaging B.V., trading under the name Sedeco Imaging, established in Woerden and registered with the Chamber of Commerce under number 42095536.
Client: any business customer that enters into an agreement with Sedeco.
Hardware: all goods supplied by Sedeco, including cameras, lenses, lighting, controllers, computers, sensors, cabling, mounting materials and accessories.
Services: all services performed by Sedeco, including advice, engineering, programming, configuration, installation, calibration, integration, testing, training and support.
Project: an assignment under which Sedeco performs Services in addition to or instead of supplying Hardware.
In Writing: by post, email, quotation, order confirmation or a digital system used by the parties.

2. Applicability

These terms and conditions apply to all business quotations, sales, deliveries and Services of Sedeco.
These terms and conditions are intended for business-to-business agreements.
Any purchasing conditions or other terms and conditions of the Client are expressly rejected.
Deviations apply only if Sedeco has accepted them In Writing.
In the event of a conflict, the following order of precedence applies:
1. the signed agreement or order confirmation;
2. Sedeco's quotation;
3. the agreed technical specification;
4. these terms and conditions.
If a provision proves to be invalid, the remaining provisions remain in force.

3. Quotations and orders

Sedeco's quotations are non-binding unless a validity period is stated.
An agreement is formed when:
1. the Client accepts a quotation In Writing;
2. Sedeco confirms an order; or
3. Sedeco starts performance with the Client's consent.
Sedeco may rely on the accuracy and completeness of all information, products, drawings, samples and specifications provided by the Client.
Obvious errors or mistakes in quotations, prices or product information do not bind Sedeco.
Product images, demonstrations, test setups and technical documentation are indicative unless a characteristic has expressly been agreed as a binding specification.

Part A – Supply of hardware

4. Stand-alone hardware deliveries

For a stand-alone hardware delivery, Sedeco's obligation is limited to supplying the Hardware specified in the quotation, order confirmation or invoice.
Advice on product selection does not guarantee that the Hardware is suitable for the Client's application without additional configuration, programming, installation or engineering.
Unless expressly agreed otherwise, the following are not included:
1. installation and mounting;
2. cabling and connection;
3. programming and configuration;
4. integration with machines, PLCs, robots or networks;
5. calibration;
6. training;
7. assessment of CE conformity or machine safety;
8. validation of the Client's application.
The Client is responsible for the selection, installation, commissioning and safe use of the Hardware, except insofar as Sedeco has expressly accepted responsibility for these activities.
Special-order, configured or custom-made Hardware cannot be cancelled or returned.

5. Installation assistance for hardware

Installation assistance is included only if this is expressly stated in the quotation or order confirmation.
If installation assistance is included, it comprises no more than:
1. one on-site visit; and
2. up to four working hours by one employee.
The included support is intended for basic installation, connection, configuration or explanation. It is not a commitment that a complete production integration or working application will be completed within four hours.
More than one visit or more than four working hours will be charged on a time-and-materials basis at €125 per hour excluding VAT.
Travel time, mileage, accommodation and parking costs will be charged separately at cost unless otherwise agreed.
Sedeco may charge a surcharge for Services performed outside normal office hours.
If the Services cannot be completed within the included time due to circumstances attributable to the Client, additional hours will be charged as additional work.
Such circumstances include:
1. a machine or installation that is not ready;
2. missing connections, cables, network access or power supply;
3. missing products or test materials;
4. insufficient access to PLCs, robots, software or user accounts;
5. failures or limitations in third-party equipment;
6. additional requests or changed specifications.
The Client must provide a safe and accessible workplace and ensure that a technically qualified employee is present.

6. Delivery, transport and risk

Stated delivery times are indicative and are not strict deadlines.
A delivery period starts only after:
1. the order has become final;
2. Sedeco has received all necessary information; and
3. any agreed advance payment has been received.
Sedeco is not liable for delays involving manufacturers, distributors, carriers or customs authorities.
Unless stated otherwise, delivery takes place from Sedeco's premises or warehouse.
The risk of loss or damage passes to the Client as soon as the Hardware:
1. has been handed over to the Client; or
2. has been handed over to the carrier.
Transport costs and transport insurance are payable by the Client unless otherwise agreed.
The Client must inspect the shipment immediately upon receipt.
Visible transport damage, missing parts or incorrect deliveries must be reported In Writing within two working days.
In the event of transport damage, the Client must retain the packaging and provide photographs and other relevant information.

7. Hardware warranty

The European statutory minimum guarantee for consumers does not apply to business purchases.
Sedeco provides a twelve-month business warranty on new Hardware from the date of delivery, unless a different warranty period is expressly stated in the quotation, invoice or product documentation.
If a manufacturer or supplier offers a different warranty, Sedeco may declare that manufacturer's or supplier's warranty applicable.
The warranty means only that Sedeco may, at its discretion:
1. arrange for the defective product to be inspected or repaired;
2. replace the product or component;
3. supply a functionally equivalent product; or
4. credit all or part of the purchase price of the defective product.
The Client is not automatically entitled to a new product, immediate replacement, compensation or termination.
A warranty claim must be reported In Writing as soon as possible and no later than ten working days after the defect is discovered.
The report must include at least:
1. the item number and serial number;
2. the invoice or delivery date;
3. a clear description of the problem;
4. relevant photographs, videos, log files and error messages;
5. information about connections, power supply, configuration and operating conditions.
Sedeco may require the product to be returned for examination.
Returns may be made only with Sedeco's prior approval and in accordance with Sedeco's instructions.
Unless the manufacturer determines otherwise, Sedeco does not bear the costs of dismantling, installation, transport, travel, on-site investigation or production downtime.
If the reported problem is covered by the warranty, Sedeco will bear the reasonable costs of repairing or replacing the Hardware itself.
If no warranty defect is found, Sedeco may charge for investigation, transport and Services performed at €125 per hour excluding VAT.
The warranty does not apply in the event of:
normal wear and tear;
contamination, condensation, corrosion or insufficient maintenance;
incorrect mounting, cabling or power supply;
overvoltage, short circuit or electrostatic discharge;
use outside the specified technical or environmental conditions;
damage caused by dropping, impact, moisture or heat;
improper use or use for an unintended purpose;
modifications, repairs or dismantling by the Client or third parties;
use with unsuitable equipment, software or accessories;
failure to follow the instructions of Sedeco or the manufacturer;
failures in networks, machines, PLCs, robots or other third-party systems.
The Hardware warranty does not guarantee:
suitability for a specific application;
detection accuracy or cycle time;
compatibility with equipment that has not been assessed in advance;
installation, configuration or software;
production or business results.
Replacement or repair does not extend the original warranty period. A replacement component is covered for the remainder of the original warranty period, subject to a minimum of three months.
Spare parts, loan equipment and temporary replacement are available only if separately agreed.

Part B – Projects and services

8. Performance of projects

Sedeco will perform the Services with due care and to the best of its knowledge.
Unless Sedeco has guaranteed a specific result In Writing, Sedeco is subject to an obligation of best efforts.
Sedeco determines how and by whom the Services are performed.
Sedeco may engage third parties.
The Client must provide all necessary information, access, products, test materials and cooperation in good time.
Sedeco is not responsible for deficiencies in third-party machines, software, products, infrastructure or Services.
The Client remains responsible for:
1. the safety of the complete machine and production line;
2. the CE conformity of the final machine or installation;
3. validation of the system within its own process;
4. the consequences of automated pass, reject or robot decisions.
Sedeco assumes these responsibilities only if expressly agreed In Writing.

9. Hourly rate and time-and-materials work

Unless a fixed price has expressly been agreed, Services are performed on a time-and-materials basis.
The standard rate is €125 per hour worked excluding VAT.
Working time includes:
1. engineering and programming;
2. preparation and investigation;
3. consultation and project coordination;
4. configuration and testing;
5. installation and commissioning;
6. remote support;
7. documentation;
8. analysis of faults or datasets.
Services are recorded and rounded to units of [15/30] minutes.
Travel hours are charged at [100%/50%] of the applicable hourly rate.
Mileage, parking, accommodation, transport and material costs are charged separately.
Stated estimates of hours and budgets are estimates and not fixed prices.
Sedeco will inform the Client if it is reasonably foreseeable that a previously issued estimate will be substantially exceeded.
The absence of such notification does not release the Client from payment for reasonably necessary Services that were actually performed.

10. Changes and additional work

The quotation and technical specification determine the scope of the Project.
All Services outside this scope constitute additional work.
Additional work includes:
1. changed products, packaging, defect types or processes;
2. changed machine speeds, positions or environmental conditions;
3. additional cameras, functions, reports or interfaces;
4. reprogramming after changes made by the Client or third parties;
5. correction of faults in third-party systems;
6. additional visits, tests, training sessions or acceptance rounds;
7. new requirements imposed after the order has been placed.
Additional work is performed at €125 per hour excluding VAT, plus materials and other costs.
Additional work may affect the schedule, price and performance.
Sedeco may perform minor necessary work without a separate prior order if this is reasonably required to maintain progress or prevent damage.

11. Machine vision and detection performance

The Client acknowledges that vision performance depends on factors including:
1. product variation;
2. position and orientation;
3. reflections and colour differences;
4. ambient light;
5. contamination and wear;
6. vibration and machine speed;
7. the quality of test products and datasets.
Sedeco does not guarantee error-free detection, classification, measurement or robot positioning.
Performance agreements apply only:
1. to the agreed products and defects;
2. under the agreed process conditions;
3. when representative test material is used;
4. in accordance with the agreed test method.
Occasional incorrect detections do not automatically mean that the system fails to comply with the agreement.
New products, suppliers, materials, colours, packaging or defect types may require additional engineering or recalibration.
The Client is responsible for providing sufficient representative conforming and defective test products.
Without sufficient test material, Sedeco cannot provide a binding performance guarantee. What constitutes sufficient material for the specific assignment will be stated in a quotation, offer or order confirmation. If no such indicator is included, a technically plausible minimum applies.

12. Delivery and acceptance

A Project is delivered when Sedeco reports that the agreed result is ready for use or acceptance.
If acceptance criteria have been agreed, assessment will be based exclusively on those criteria.
The Client must complete acceptance within ten working days after notification of readiness.
The Project is deemed accepted when:
1. the Client confirms acceptance;
2. the acceptance criteria have been met;
3. the Client uses the system operationally or in production;
4. the Client does not issue a reasoned rejection within ten working days; or
5. acceptance cannot take place on time due to a cause attributable to the Client.
A rejection must state specifically which agreed acceptance criterion has not been met.
Minor defects or deviations that do not materially prevent normal use do not prevent delivery.
Sedeco will correct accepted outstanding items within a reasonable period.
Requests, optimisations and extensions that do not form part of the original acceptance criteria constitute additional work.
If no formal acceptance procedure has been agreed, the Project is deemed delivered upon installation, commissioning or notification of readiness.

13. Warranty on services

For three months after delivery, Sedeco will correct demonstrable errors in Services performed by Sedeco.
This warranty applies only if the delivered work does not comply with the expressly agreed specifications.
The warranty covers only correction of the relevant error within a reasonable period.
The warranty does not cover:
1. extension or optimisation of functionality;
2. changed requirements or processes;
3. new products or defect types;
4. problems caused by third-party Hardware, software or Services;
5. changes made by the Client or third parties;
6. support, maintenance or recalibration after delivery.
Services not covered by the warranty are performed at €125 per hour excluding VAT.

Part C – General provisions

14. Prices and payment

All amounts are exclusive of VAT.
Unless otherwise agreed, stand-alone Hardware deliveries are invoiced in full upon shipment.
Unless otherwise agreed, Sedeco invoices Projects as follows:
1. 40% upon order;
2. 40% upon notification of readiness for installation or delivery;
3. 20% upon delivery.
Services performed on a time-and-materials basis may be invoiced periodically or monthly.
The payment term is fourteen days from the invoice date.
Payment must be made without suspension, set-off, discount or withholding.
The Client must report objections to an invoice In Writing within eight days.
An objection does not suspend the payment obligation.
In the event of late payment, the Client is in default without notice of default and statutory commercial interest is payable.
Reasonable judicial and extrajudicial collection costs are payable by the Client.
In the event of payment arrears, Sedeco may suspend deliveries, warranties, support and Services.

15. Retention of title

Supplied Hardware remains Sedeco's property until the Client has paid all amounts due in full.
Until that time, the Client may not pledge, transfer or encumber the Hardware.
In the event of payment default or bankruptcy, Sedeco may repossess the Hardware.
The Client grants Sedeco access to the location where the Hardware is kept.
Dismantling, transport and other repossession costs are payable by the Client.

16. Software and intellectual property

All intellectual property rights in Software, configurations, designs, drawings, algorithms, models, scripts, methods and documentation remain with Sedeco or its licensors.
Payment of development costs does not transfer these rights.
The Client receives only a non-exclusive right of use for the agreed application.
Source code, development files, internal tools and training code are not supplied unless otherwise agreed.
Sedeco may reuse general knowledge, components, methods and non-confidential solutions.
Third-party software is subject to the licence terms of the relevant supplier.

17. Liability

Sedeco is liable only for direct loss that results directly from a demonstrable attributable failure.
Sedeco is not liable for:
1. loss of production or business interruption;
2. loss of revenue or profit;
3. lost savings;
4. loss of or damage to data;
5. rejects, recalls or claims by customers;
6. damage to the Client's products;
7. costs of replacement production;
8. other indirect or consequential loss.
Sedeco's total liability is limited to the amount paid by its liability insurer for the relevant event.
If no insurance payment is made, liability is limited to the invoice amount for the part of the agreement that caused the loss, subject to a maximum of €100,000.
Related events are regarded as one event.
The limitations do not apply in the event of intent or deliberate recklessness by Sedeco's management.
The Client must hold Sedeco liable In Writing within twelve months after discovering the loss.
The Client indemnifies Sedeco against third-party claims arising from:
1. use of the supplied items or Services;
2. the Client's products or processes;
3. incorrect information or instructions;
4. changes made by the Client or third parties;
5. violation of safety regulations or legislation.

18. Force majeure

Sedeco is not liable for failures resulting from force majeure.
Force majeure includes:
1. supply problems and component shortages;
2. delays involving manufacturers or carriers;
3. failure of energy, internet or cloud services;
4. illness or unavailability of essential personnel;
5. cyber incidents;
6. strikes, fire, war, government measures and import or export restrictions.
Sedeco may suspend performance during force majeure.
If force majeure continues for more than ninety days, the parties may terminate the unperformed part of the agreement.
Hardware already supplied, Services already performed and costs already incurred remain payable.

19. Cancellation and termination

An order may be cancelled only with Sedeco's consent In Writing.
In the event of cancellation, the Client must pay:
1. for all Services performed;
2. for all Hardware and materials ordered;
3. for obligations entered into with third parties;
4. reasonable winding-down and cancellation costs.
Special-order or configured Hardware will be charged in full.
Sedeco may suspend or terminate the agreement if the Client:
1. fails to pay on time;
2. fails to provide sufficient cooperation;
3. becomes bankrupt or ceases its business;
4. fails to provide requested security for payment.
In that event, all Sedeco's claims become immediately due and payable.

20. Governing law

All agreements are governed by Dutch law.
The United Nations Convention on Contracts for the International Sale of Goods is excluded.
The parties will first attempt to resolve disputes between themselves at management level.
Disputes will be submitted to the competent court in the district where Sedeco has its registered office.
The Dutch version of these terms and conditions prevails.