General terms and conditions of sale, delivery and payment

1. These terms and conditions, to the exclusion of other terms and conditions, shall apply to all quotations and agreements in which Intercol B.V. (hereinafter referred to as: the Seller) acts as seller or supplier, unless other stipulations have been confirmed in writing by the Seller. By placing an order the Purchaser renounces its purchase conditions. All quotations are free and without obligation. Agreements are only binding to the Seller if and to the extent that they have been confirmed in writing by the Seller.

2. All delivery times are without obligation. Location of delivery shall be Ede. The goods are transported for the Purchaser’s account and risk. If the Purchaser fails to take delivery of the goods, the Seller may store the goods for the Purchaser’s account and risk. If no delivery time has been agreed on, the Seller has to deliver the goods within a reasonable time, at the discretion of the Seller, in view of the nature of the goods and other relevant circumstances known to the Seller. Delivery and invoicing in parts is allowed. The Purchaser is not allowed to transfer its rights, arising from the transaction with the Seller, to third parties.

3. Payment shall be made within thirty days of the invoice date without reduction in the currency of the invoice. The Seller retains the right, contrary to an agreed payment term, to deliver cash on delivery, or to require payment before sending the goods, if in the opinion of the Seller the financial position of the Purchaser gives cause, for instance if the Purchaser does not strictly comply with its obligations towards the Seller or another supplier or if assets of the Purchaser are attached.

4. If the Purchaser is in default towards the Seller, the Seller has the right, without any judicial intervention being required, to terminate the purchase and other not yet completed purchase agreements, without prejudice to other rights of the Seller arising from agreements and the law.

5. The Purchaser is, without further notice being required, in default towards the Seller if payment is not made on the agreed date, and also if the Purchaser fails to fulfil any of the other obligations arising from this or other agreements between the Parties. The Purchaser shall then, without prejudice to the provisions of Article 4 and without any prior demand or notice of default being required, pay the Seller interest based on one percent per month, or part of the month, to be calculated as of the date the payment should have been made up to and including the date of payment.

6. In the event of force majeure the Seller may cancel the agreement or suspend the execution of the agreement until the circumstances of the force majeure have ceased. Force majeure (for instance strike, lockout, fire, traffic jams, lack of (raw) materials or labour, mobilization, war, import and export restrictions or government measures) means circumstances preventing the Seller from complying with the agreement or impeding the Seller’s ability to comply with the agreement as well as breach of contract or cancellation of the agreements by suppliers of the Seller and difficulties with the transport of storage of the goods sold. If so requested, the Seller informs the Purchaser whether the Seller chooses cancellation or suspension. In the event that the Seller chooses suspension the Seller still has the right to change to cancellation by giving notice to the Purchaser. The Seller is not liable for any loss caused by cancellation or suspension. The Seller has the right to partial delivery if caused by force majeure.

7. Complaints about any incorrect execution of orders and the quality of the goods delivered shall be in writing within eight days of receipt of the goods. If the complaints are found to be justified and do not constitute force majeure, the Seller shall provide replacement. The Seller has no further obligation and shall not be liable to pay compensation for incorrect delivery. In the event of a complaint the Purchaser does not have the right to cancel the order. Any returns shall be for the Purchaser’s account and risk and are only allowed with the Seller’s prior written permission. The Purchaser’s obligation to pay for the relevant deliveries or other deliveries will not be suspended by the complaint. Any advice given in relation to the use of the goods delivered or to be delivered is free and without obligations. The Purchaser has to make sure that the goods purchased are suitable for the purpose the Purchaser uses these goods for. The Seller does not accept any liability for the use made by the Purchaser. In the event of non-delivery not due to force majeure events and in the event of incorrect delivery, the Seller will not be liable to pay any damages, if, at the discretion of the Seller, the Seller is not reasonably able to ensure replacement.

8. In the event of manufacture of the goods to drawings, designs, samples or other instructions in its broadest sense received from the Purchaser, the Purchaser will offer a full guarantee that for the manufacture and/or delivery of these goods no trademark right, patent right, right of use, right to a commercial design or any other rights of third parties are violated. When a third party objects to the manufacture and/or delivery of the above-mentioned goods on the basis of an alleged right, the Seller has the right to forthwith cease the manufacture and/or delivery and to require compensation of the costs incurred, all without prejudice to any claims for damages against the Purchaser and without the Seller being liable to pay for any damage for whatever reason.

9. The Purchaser indemnifies the Seller against all consequences, of any nature, of claims enforced by the Purchaser’s buyer against the Seller with respect to the goods purchased.

10. If the Seller has established gross sales prices for the goods delivered, the Purchaser shall maintain these prices vis-à-vis its buyers and in the event of sales to retailers the Purchaser will only allow the discounts on these prices determined by the Seller. The Purchaser shall impose the same obligations on its buyers.

11. With regard to the delivery of the ordered quantity the Seller shall reserve a tolerance of 5 % (up or down).

12. The Seller has the right to charge the Purchaser for any increase of the Seller’s purchase prices, changes in exchange rates, import duties and all other external circumstances leading to an increase of the cost price, occurring after the conclusion of the purchase agreement, by accordingly adjusting the sales prices.

13. All goods delivered remain the property of the Seller until the Purchaser has fulfilled all its obligations arising from the purchase agreement and all agreements concluded, or still to be concluded, including interest and costs.

14. All disputes are subject to the jurisdiction of the competent Court in Arnhem, which Court is also competent to grant permission to attach and with respect to interlocutory proceedings. Any costs incurred to retain rights and costs incurred for collection are for the account of the Purchaser. Without prejudice to the right to full payment of the costs, the costs of judicial collection are set at 15% of the claim against the Purchaser. Any quotations and agreements shall be governed by Dutch law.