General Conditions of Sale of Collall B.V.

This document sets out the General Conditions of Sale of Collall B.V. in Stadskanaal. These conditions apply to all quotations we provide and/or contracts we enter into. The applicability of any other conditions is specifically rejected.

Article 1.

Any offers made by Collall are without obligation. Any periods stipulated by Collall in its offers are without obligation. An agreement between parties will only be formed if the offer made by Collall is agreed to by the purchaser, by means of signing and returning the offer and only after we have confirmed in writing or performed the agreement.

Article 2.

Unless a binding price is offered in the offer and accepted, the prices from our price list as applicable on the day of delivery will apply.

Article 3.

Our prices are exclusive of VAT and exclusive of other levies, taxes, transport costs and insurance costs.

Article 4.

Unless expressly agreed otherwise, delivery will take place ex works. Collall will deliver the goods by making them available to the purchaser at its business premises (storage/factory). Collall will provide minimal packaging for its products (in cardboard boxes and sealed on standard wooden pallets). The purchaser is therefore responsible for any costs and risks related to packaging, loading and transportation from Collall’s business premises to the desired destination. The purchaser is thus also responsible for loading and clearance (the procedures at customs).

Article 5.

Agreed delivery times cannot be regarded as guaranteed delivery times. Except if expressly included in the agreement, a period agreed by Collall will never constitute a strict deadline. If the delivery times/periods are exceeded, the purchaser must give Collall written notice of default first and a reasonable period within which to fulfil its obligations, which period must be at least 14 days.

Article 6.

If despite receiving written notice of default, specifying a period for compliance, Collall does not prove able to comply in a timely and proper manner, the purchaser will be entitled to terminate the agreement between it and Collall. In that case, the purchaser will not be able to claim any compensation other than a refund for all payments made specifically related to the agreement being terminated.

Article 7.

Collall may at all times request security from its purchaser with regard to the obligations the purchaser has undertaken towards Collall. If the purchaser fails to furnish adequate security, Collall will be entitled, at its discretion, to suspend or terminate the agreement.

Article 8.

• a. All goods delivered or to be delivered remain the exclusive property of Collall, until all claims that Collall has or comes to have against the purchaser, including in any case the claims referred to in Article 3:92, paragraph 2, of the Dutch Civil Code (BW), have been paid in full.
• b. As long as the ownership of the goods has not been transferred to the purchaser, the purchaser may not pledge or grant any other right thereto to third parties, except within the normal running of its company. The purchaser undertakes to cooperate, at Collall’s first request, with the creation of a pledge on the claims that the purchaser has or comes to have against its purchasers due to the onward supply of goods.
• c. The purchaser is obliged to store the goods that are delivered under retention of title with the necessary care and as the recognisable property of Collall.
• d. Collall is entitled to repossess the goods that have been delivered under retention of title and are still present at the purchaser’s premises if the purchaser fails to meet its payment obligations or is at risk of payment difficulties. The purchaser will at all times give Collall access to its premises and/or buildings, so that Collall may inspect its goods and/or exercise its rights.
• e. The provisions under a. to d. do not affect Collall’s other rights and remedies.

Article 9.

Payments to Collall must be made within 30 days of the invoice date, without the purchaser being entitled to suspension and/or set-off. If payment is not made within 30 days, the purchaser will be in default by operation of law and owe the statutory interest. If the purchaser subsequently fails to pay after receiving notice of default, the purchaser will owe the statutory collection costs, in accordance with the percentages set out in the Dutch Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).

Article 10.

Collall guarantees the reliability of the products it delivers for 6 months after delivery, provided that these products are used for the purpose for which they were produced and in accordance with the instructions provided by Collall. The purchaser is familiar with the industry’s current and normal tolerance rate of 10% as regards numbers, sizes and weights. Collall and the purchaser will respect this use.

Article 11.

In accordance with Article 10 of these conditions, complaints regarding weights, numbers and sizes must be made by the purchaser within 14 days of Collall delivering the products, by means of a written substantive response to Collall.

Article 12.

If a complaint is justified, in accordance with Article 11 of these conditions, the purchaser will allow Collall to comply with its obligations properly and in a timely manner and Collall will ensure that the correct numbers, sizes and/or weights are delivered or, at its discretion, credit the equivalent amount. A justified complaint can never give rise to the termination of the agreement by the purchaser.

Article 13.

In the event of not directly visible defects in the products delivered, the purchaser must submit a complaint within 14 days of discovering said defect, but within at least 6 months of delivery. It will not be possible to submit a complaint after these 6 months. If a complaint regarding non-visible defects is justified, Collall may decide whether to exchange the defective products for non-defective products or to credit the purchaser for the products that prove defective. A justified complaint can never give rise to the termination of the agreement by the purchaser.

Article 14.

Notwithstanding the provisions of Article 6:185 of the Dutch Civil Code (Product Liability) Collall can never be held liable for any damage, other than crediting in the event described in Articles 12 and 13 of these conditions. In particular Collall is not responsible for consequential damage and/or clear loss of profits. It is also not responsible for damage incurred by the purchaser or third parties resulting from the behaviour of employees, agents or servants, nor in the event of intent or gross negligence on the part of these employees, agents or servants.

Article 15.

If, on the purchaser’s instructions, Collall processes required raw materials and/or produces required goods or produces on the purchaser’s behalf on the basis of a private label, the purchaser will be and remain responsible for the end products and guarantees that it will be possible to use these private labels. With respect to those raw materials and the private label, the purchaser guarantees that it possesses all the related rights and it indemnifies Collall from any claims made by third parties in the event of a breach of intellectual property rights.

Article 16.

If goods or special goods are produced on the purchaser’s instructions, Collall will produce and send samples first. The purchaser must examine these samples within 14 days of their dispatch. If Collall does not receive notice that the samples have been rejected within this period, the samples will be deemed to have been approved.

Article 17.

Collall remains the intellectual owner of all the goods it produces and delivers, including (but not limited to) the formulas, the know-how, the names of the products and the labelling, except in the event of a specific transfer of these rights by Collall to the purchaser by means of a written instrument to that effect. If the purchaser breaches this provision, the purchaser will owe an immediately payable penalty, which is not subject to mitigation, of €45,000 per breach and of €4,500 per day that the breach continues.

Article 18.

Under the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, 1980), the agreement entered into is governed by Dutch law. All agreements will be deemed to be effected at Collall’s place of business and the District Court of the North Netherlands (Rechtbank Noord-Nederland) has exclusive jurisdiction to hear any disputes between Collall and the purchaser.