Terms and Conditions

SOEDESCO B.V. GENERAL TERMS AND CONDITIONS

ARTICLE 1: DEFINITIONS AND APPLICABILITY

1.1 In these general terms and conditions the following terms will have the stated meaning:

Vendor: Soedesco B.V., a legal entity, hereinafter referred to as the “VENDOR”.

Purchaser: Every customer/entrepreneur who wishes to enter into, or has entered into, an agreement as referred to in Article 3 with the VENDOR, hereinafter referred to as the “PURCHASER”.

1.2 These general terms and conditions of delivery and payment will apply to all current and future offers, quotations, orders, agreements, contract extras and negotiations to which the VENDOR is a party – either directly or through an authorised agent – and to all and any ensuing agreements, as well as to follow-up assignments.

1.3 The applicability of varying conditions and the general terms and conditions of the PURCHASER is hereby expressly rejected, unless expressly accepted in writing by the VENDOR. In such event the varying conditions will apply only to the agreement in question.

1.4. The applicability and the contents of these terms and conditions are deemed to have been tacitly accepted by the client PURCHASER in respect of any subsequent agreement entered into with the VENDOR, regardless of whether any such order agreement has been confirmed in writing.

ARTICLE 2: QUOTATIONS

2.1 The VENDOR’s quotations are entirely without obligation and indicative and will be valid for a period not exceeding 14 days, unless indicated or agreed otherwise. No rights can be derived from such quotations.

2.2. An offer will in any event be deemed expired if not accepted within 14 days of receipt thereof.

2.3. Offers will be based on the information provided by the client PURCHASER. The VENDOR may rely on the correctness of the information provided. Offers will be based on performance under normal circumstances and during normal working hours, unless expressly stated otherwise in writing.

ARTICLE 3: FORMATION OF AN AGREEMENT

3.1 An agreement will not be formed until the VENDOR has accepted the assignment given by the PURCHASER in writing or until the PURCHASER has returned an offer from the VENDOR signed for approval. An agreement will also be deemed to have been formed if the VENDOR has started performance of the assignment. The invoice to be sent by the VENDOR to the PURCHASER will then be regarded as the order confirmation. In such event the PURCHASER will not have the opportunity to object to the order confirmation. Once sold, goods will not be taken back or replaced, unless the VENDOR decides otherwise.

3.2. If the PURCHASER has accepted the offer electronically, the VENDOR will acknowledge receipt of such acceptance electronically without delay. If receipt of acceptance has not been acknowledged within three days, the PURCHASER may terminate the agreement, as long as the VENDOR has not yet confirmed the assignment.

3.3. The information regarding the order will reflect the entire agreement. To the extent that derogations in the performance of the assignment as compared to the quotation are inevitable, the VENDOR will notify the PURCHASER as soon as possible. The PURCHASER must, after an assignment has been given, notify the VENDOR of any changes in such assignment in due time and in writing. Changes in the assignment will become effective by and with effect from written acceptance thereof by the VENDOR or from the moment performance of the assignment has started.

3.4. If the information required for performance of the agreement has not been supplied to the VENDOR in due time, the VENDOR will be entitled to suspend performance of the agreement and subsequently charge any additional costs ensuing from the delay to the PURCHASER in accordance with the customary rates of the VENDOR. Such costs will in any event amount to 20% of the invoice amount.

3.5. Any upward or downward cost variations as a result of changes in the assignment will be borne by, or accrue to, the PURCHASER.

ARTICLE 4: PRICES

4.1 The agreed prices are exclusive of VAT and any other government levies, and exclusive of costs not specifically stated in the agreement, such as packing, transport, loading and unloading, and insurance. In the event of circumstances leading to price changes, such as changes in government taxes, collective payments/duties on the product to be delivered, changes in world market prices and/or sea freight, the VENDOR will be entitled to increase or decrease the price accordingly.

4.2. Any manifest errors in the quotation, such as evident inaccuracies, may be adjusted by the VENDOR even after formation of the agreement.

4.3. Unless stated otherwise, all prices are quoted in euros. Any currency fluctuations will be charged to the PURCHASER.

ARTICLE 5: PAYMENT

5.1. Unless otherwise agreed in writing, payment must be cash on delivery.

5.2. Any remaining payments must be credited to a bank or giro account number to be designated by the VENDOR within 14 days of the date of the invoice, unless otherwise agreed in writing.

5.3. The PURCHASER will not be entitled to any suspension, discount or set-off, unless permitted by the VENDOR in writing.

5.4. In the event of late payment, the PURCHASER will be in default without any notice of default being required, and all and any discounts granted will lapse immediately with retroactive effect.

5.5. Payments are to be made in euros, unless another currency has been agreed on.

5.6. Irrespective of any indication to the contrary, all payments will firstly be allocated to outstanding judicial and extrajudicial costs, followed by accrued interest and finally to the oldest unpaid invoice.

5.7 Both prior to and after entering into each agreement, the PURCHASER must furnish adequate security, immediately on request of the VENDOR, in the form required by the VENDOR and, if necessary, supplement such security for the performance of all its obligations. As long as the PURCHASER has not done so, the VENDOR will be entitled to suspend performance of its obligations or terminate the agreement in whole or in part. If the PURCHASER does not comply with such a request to provide security within 14 days after a written demand to that effect, all its obligations will become immediately due and payable.

5.8 In the event of late payment the PURCHASER will, as from the invoice date, have to pay interest equal to the highest of 1% per month or the statutory interest on all outstanding amounts, for which purpose part of a month will be counted as a full month.

5.91. All collection costs will be borne by the PURCHASER. The extrajudicial costs will be fixed at a minimum of 15% of the total claim, including interest.

5.10 The extrajudicial costs will include all costs of legal assistance and lawyer’s costs actually incurred, including the costs exceeding the court-approved scale of costs.

ARTICLE 6: DELIVERY / TERM OF THE AGREEMENT

6.1 All risks will pass to the PURCHASER upon delivery. Goods are deemed to have been delivered at the moment that they are ready for shipment at the VENDOR’s premises.

6.2 The VENDOR may, at the PURCHASER’s request or when proper performance of the agreement so requires, arrange transport of the goods delivered to the PURCHASER’s business premises or to an address designated by the PURCHASER. All transport will be at the PURCHASER’s expense and risk. The VENDOR imposes the obligation on the PURCHASER to take out adequate insurance for the transport at all times.

6.3. Delivery periods are not binding and will be deemed to be target dates only. Delivery periods start on the day of receipt by the PURCHASER of the order confirmation from the VENDOR. The VENDOR will not be in default until the PURCHASER has given it a reasonable period for performance and a notice of default in writing.

6.4. Late delivery does not entitle the PURCHASER to suspend any obligation vis-à-vis the VENDOR or to perform, or cause the performance of, work for the purpose of the agreement. Late delivery also does not entitle the PURCHASER to compensation, unless in the event of an intentional act or gross negligence on the part of the VENDOR. Employee errors are expressly not included.

6.5. Any contractual penalty stipulated for late delivery will be payable only if such penalty had been explicitly agreed in writing either prior to or upon formation of the agreement, and only after a demand has been sent by registered letter, setting forth a further period for performance of at least two working weeks. Any such penalty will not be due in the event of force majeure.

6.6. If and to the extent the VENDOR issues, or has third parties issue, customs documents in its name, on behalf of the PURCHASER, for the products to be delivered, the PURCHASER will forthwith, unreservedly and without right of setoff, compensate all damage that may ensue from the use of those documents, irrespective of any fault or culpability on the part of the PURCHASER, the PURCHASER’s staff or of third parties engaged by the PURCHASER. If and as soon as the PURCHASER resells and/or redelivers the products without paying levies or taxes, the PURCHASER will draw up, or have third parties draw up, consecutive customs documents to supplement the customs documents of the VENDOR, in order to terminate the VENDOR’s liability vis-à-vis the tax authorities.

ARTICLE 7: FORCE MAJEURE

7.1. The VENDOR will not be liable if and to the extent its obligations under an agreement cannot be performed due to force majeure.

7.2. "Force majeure" will in any event include: disasters, acts of God, government measures, war, uprising, insurrection, vandalism, extreme traffic hold-ups, epidemics, extreme weather conditions, industrial actions and strikes, unusual interruption of production or transport, excessive sickness absence, power failures, customs problems, drastic price increases, delays on the part of a supplier or vendor, and any other unforeseen circumstances that may affect the business operations of the VENDOR or its suppliers.

7.3. If, in the VENDOR’s opinion, a force majeure event gives rise thereto, or in the event of circumstances that render normal performance of the agreement impossible or unreasonably onerous, the VENDOR will be entitled to terminate the agreement in whole or in part, or temporarily to suspend performance of the agreement until such circumstances have discontinued, without being liable to pay any compensation.

7.4. If the force majeure event lasts longer than three months, both parties will be entitled to terminate the agreement in writing. After annulment, the VENDOR will be entitled to invoice the PURCHASER for the performances already delivered by the VENDOR prior to the force majeure event. The PURCHASER will not be entitled to any form of compensation for damage as a result of a force majeure event.

ARTICLE 8: RETENTION OF TITLE

8.1. Title to all goods delivered by the VENDOR to the PURCHASER will not pass to the PURCHASER until the PURCHASER has fully performed its obligations vis-à-vis the VENDOR pursuant to all deliveries made and yet to be made, including the obligations on account of breach of contract.

8.2. The PURCHASER must store all goods in such a manner that they can be identified as goods owned by the VENDOR and keep them separated from similar goods.

8.3. As long as title to such goods has not passed to the PURCHASER, the PURCHASER will not be entitled to establish rights on the goods delivered or to allow third parties to use them under any title whatsoever.

8.4. The PURCHASER will only be entitled to use or sell the goods delivered within the normal business operations and in accordance with the intended use of the goods. In the event of reselling of goods, to which title has still been reserved or on which joint title has been created in favour of the VENDOR, the PURCHASER will be under an obligation to stipulate retention of title similar to that provided for in these terms and conditions. At the moment of onward delivery the VENDOR will also acquire an undisclosed pledge on the PURCHASER’s claim/s against the latter’s client with the right to notify such client thereof and to claim and receive payment.

8.5. After cancellation and repossession of goods, the VENDOR will be entitled to charge the PURCHASER for the costs of cancellation and repossession, without prejudice to its right to compensation of all financial and other losses. At the VENDOR’s discretion, the costs actually incurred, provided these are demonstrated, or abstracted costs fixed at 20% of the invoice amount, will be reimbursed by the PURCHASER to the VENDOR.

ARTICLE 9: WARRANTY

9.1. The VENDOR will only provide a warranty if this is agreed in writing. Any manufacturer’s warranty in respect of goods acquired from third parties will, if possible, be granted to the PURCHASER subject to the applicable regulations.

9.2. In the event of a manufacturer’s warranty, the PURCHASER may only claim from the manufacturer/importer and not from the VENDOR.

9.3. Any warranty provided will lapse if the PURCHASER does not use, modify or process the goods delivered in accordance with the regulations or their intended use, fails to use, maintain, repair or modify the goods properly, or fails to perform its obligations vis-à-vis the VENDOR.

ARTICLE 10: COMPLAINTS

10.1. The PURCHASER must check all goods and services immediately upon delivery for visible shortages, damage and defects, report them immediately to the VENDOR in writing, and include a copy of the relevant packing slip. The other party PURCHASER must notify the VENDOR in writing of all other complaints about supplied goods, services or invoices within 5 working days of delivery, failing which the PURCHASER will lose all entitlements in respect of non-delivery, late delivery or improper delivery. The reasons for the complaint must be stated in full detail.

10.2. If no complaints have been lodged within 5 days or if the goods are modified or processed, the delivery or the invoice, as applicable, will be deemed to have been approved, and all relevant rights to lodge complaints will lapse.

10.3. Any derogations from the normal quality of delivery in the Netherlands must be agreed in advance and in writing. Minor or normal derogations in the quality or quantity of the delivery will not form the basis for a complaint under any circumstances.

10.4. Only if and to the extent a complaint is held to be valid by the VENDOR, the PURCHASER’s payment obligations in respect of the relevant full or partial performance will be suspended and the VENDOR must still render the agreed performance within a reasonable term, unless it prefers to pass a credit note to the PURCHASER for such full or partial performance. The PURCHASER has no claims other than those pursuant to breach of contract.

10.5. If the VENDOR rejects a complaint that has been lodged in due time and the PURCHASER persists in its claim, the VENDOR will be entitled to have a report that is binding on both parties drawn up by an impartial expert or by an independent inspection body at the expense of the unsuccessful party.

10.6. If a complaint is unjustified or late, the VENDOR will be entitled to charge the PURCHASER for all costs incurred, subject to a minimum of EUR 600.

10.7. Goods that have been delivered may only be returned at the PURCHASER’s expense and risk after the VENDOR has given permission in writing and stated the conditions under which they may be returned. Subject to the nature of the complaint, the goods delivered must be presented to the VENDOR for inspection in an unused condition and in unopened packing, so that the VENDOR can verify whether the complaint is justified.

ARTICLE 11: LIABILITY

11.1.1. The VENDOR must provide all goods and services to the best of its ability. Although the VENDOR has a best-efforts obligation, it will only be liable for direct damage directly ensuing from wilful misconduct or gross negligence on its part.

11.1.2. Indirect damage, lost profits, lost goodwill and damage suffered by third parties will never qualify for compensation. The other party is advised to take out adequate insurance.

11.2.1. The VENDOR’s liability will be limited in all cases to no more than reasonable compensation of the damage suffered.

11.2.2. The damage will moreover be deemed not to exceed EUR 500, unless the PURCHASER demonstrates that the damage suffered is considerably higher.

11.2.3. The damage may furthermore not exceed the agreed price for the relevant full or partial delivery.

11.3. The PURCHASER must indemnify the VENDOR against all third-party claims for compensation.

11.4. All of the VENDOR’s employees and appointed agents may rely on these provisions, as if they were parties to the agreement themselves.

11.5. The provisions of this article do not affect the VENDOR’s statutory liability under provisions of mandatory law.

ARTICLE 12: BREACH OF CONTRACT & TERMINATION

12.1 The VENDOR may terminate the agreement with the PURCHASER in writing and with immediate effect, without being liable to pay any compensation and without judicial intervention, if:

a. the PURCHASER has petitioned for a moratorium on the payment of debts, bankruptcy/liquidation, or debt-rescheduling under the Debt Management (Private Individuals) Act, is declared bankrupt, put into liquidation, offers a composition or is convicted in criminal proceedings, if its Director and Major Shareholder (DGA) is placed under curatorship, the control over or majority shareholding of the PURCHASER changes, or any part of its assets are attached, or if the PURCHASER makes a proposal to buy off its debts to the VENDOR and/or third parties;

b. the PURCHASER discontinues its activities, has ceased to seek to pursue its objects under the Articles of Association, resolves to wind up its business or loses its legal personality in any other manner;

c. the PURCHASER fails to perform one or more of its obligations under the agreement, or fails to perform such obligations properly or in due time, and fails to remedy this breach within 10 working days of the VENDOR having demanded performance by registered letter;

d. after conclusion of the agreement, circumstances have come to the VENDOR’s knowledge giving it good reason to fear that the PURCHASER will not perform its obligations;

e. the VENDOR has, upon entering into the agreement, asked the PURCHASER to provide security for the performance of its obligations, and such security has not been provided or is insufficient.

In the aforementioned cases, all the VENDOR’s claims against the PURCHASER will become immediately due and payable, and the VENDOR will be entitled to fully or partially terminate agreements without the need for any notice of default or judicial intervention, to suspend further deliveries and/or to claim full payment of all claims, without prejudice to its right to full compensation of all financial and other damage.

12.2. The VENDOR may terminate all continuing performance contracts, including master agreements, in writing without stating reasons, with due observance of a contractual notice period of 30 days, unless expressly agreed otherwise. The PURCHASER will then not be entitled to compensation of damage.

ARTICLE 13: RETENTION

13.1. If the PURCHASER fails to perform its obligations or has not provided sufficient security to that end, the VENDOR will be entitled to retain all goods that it holds for the other party PURCHASER and/or all goods that the VENDOR has yet to deliver to the PURCHASER.

ARTICLE 14: SUBSTITUTION

14.1. The VENDOR is entitled to assign its rights and obligations vis-à-vis the PURCHASER to a third party, in which event the latter will become the contracting party in its place. If the situation arises, the PURCHASER states that it will grant the VENDOR permission for such substitution. The substitution will be effected as soon as the VENDOR, also on behalf of the substituting party, has notified the PURCHASER thereof in writing.

ARTICLE 15: APPLICABLE LAW & DISPUTES

15.1. The formation, contents and performance of all agreements concluded with the VENDOR, will be governed exclusively by Dutch law.

15.2. All and any disputes relating to the formation, content and performance of all agreements concluded with the VENDOR may only be submitted to the Rotterdam District Court, without prejudice to the VENDOR’s right to opt to submit the dispute to the court of the PURCHASER.

15.3. All of the above applies insofar as provisions of mandatory law do not prescribe otherwise.

15.4. To the extent that any provision applying between the parties should be void due to the contravention of any statutory provision, the other rights and obligations between the parties will remain unimpaired, provided that the parties will in that case be obliged to conduct themselves in accordance with commitments and obligations that are as similar to the void provision as possible, without being in violation of any statutory provision.

15.5. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

ARTICLE 16: FINAL PROVISIONS

16.1. If and to the extent provisions in a contract or in these terms and conditions are declared non-binding, they will be substituted by statutory regulations that are most consistent with the purport of such provisions. The remaining provisions will remain in full force.

16.2. The VENDOR will be entitled to amend or supplement these general terms and conditions. The version of the general terms and conditions in force at the time of the formation of the agreement entered into with the PURCHASER will remain applicable at all times.

ARTICLE 17: CHANGES OF ADDRESS

17.1. The PURCHASER must notify the VENDOR of any inaccuracies in information stated by the VENDOR. The VENDOR must also be notified of any changes of address. Failing this, any miscommunications and/or deliveries to an incorrect or old address will be at the PURCHASER’s expense. The VENDOR’s business address will apply as its chosen address for service for the performance of this agreement, as long as the PURCHASER has not been notified of any other address.

ARTICLE 18: VENDOR CONTACT AND IDENTITY INFORMATION

Full name: Soedesco B.V.

Correspondence and office address: Koddeweg 13, 3194 DH Hoogvliet, the Netherlands

Website: www.soedesco.com

Chamber of Commerce number: 24398697

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