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GENERAL CONDITIONS OF CHIEL MEEKES HANDELSONDERNEMING B.V.

A. GENERAL

In these General Conditions the following definitions apply:

  1. The Buyer: the party with whom the Seller concludes purchase agreements for the delivery of products or is negotiating such a purchase agreement.
  2. The Seller: Handelsonderneming Chiel Meekes B.V. of Eibergen, the Netherlands.
  3. Products: the goods sold or to be sold by the Seller to the Buyer.
  4. Agreement: any agreement to purchase or sell Products that is concluded between the Buyer and the Seller, as well as all (legal) acts in preparation and implementation of that agreement.

B. APPLICABILITY

  1. These General Conditions shall apply to all quotations, offers made and Agreements entered into by the Seller with the Buyer.
  2. Deviating provisions must expressly be agreed in writing and will only after they have been signed by both parties be accepted as a supplement to these General Conditions.
  3. If and to the extent that any part or any provision of these General Conditions turns out to be contrary to any mandatory rule of national or international law, that part or that provision will be deemed to have not been agreed, whereas these General Conditions will otherwise continue to be valid. The Seller and the Buyer will as then consult with each other to agree a new part or provision to replace the invalid part or provision, which will observe and approach the purpose and intent of the original part or provision as much as possible.

C. OFFERS, CONCLUSION OF AN AGREEMENT AND PRICE

  1. All oral and/or written offers, offers relating to prices and delivery times, etc. made or stated by the Seller shall entirely be without engagement and shall in no way be binding for the Seller, unless stated otherwise. An Agreement shall not be concluded until after a written confirmation by the Seller of the order placed by the Buyer, or execution of the Agreement by the Seller.
  2. An offer made by the Seller will create no obligation for the Seller to deliver or execute any part of the offer for a (corresponding) part of the price stated for the entire offer.
  3. Delivery of Products shall take place for the agreed price. However, if factors that determine the cost of the Products (including purchase prices, wages, taxes, exchange rates, etc.) change, the Seller shall have the right to adjust the prices accordingly. This shall not give the Buyer the right to dissolve the Agreement, unless the price adjustment leads to an increase of more than 15%.
  4. The prices stated in offers and Agreements shall be excluding VAT and excluding costs for delivery, unless stated otherwise.

D. FORCE MAJEURE

  1. If delivery in accordance with the Agreement is not possible, the Seller shall inform the Buyer thereof by telephone or in writing as soon as possible.
  2. Force majeure shall mean any situation in which the Seller cannot perform its obligations or any part thereof due to circumstances for which the Seller cannot be blamed, and that cannot be attributed to the Seller under the law, any legal act or generally accepted opinions either.
  3. In case of force majeure, the Seller may, after having notified the Buyer, suspend delivery until the moment that the force majeure situation ceases to exist, or dissolve the Agreement in full or in part, this without being held to pay any damages.
  4. If in case of suspension delivery is delayed for more than fourteen days, the Buyer shall have the right to terminate the Agreement in respect of the relevant delivery if the Buyer can demonstrate that as a result of the delay it cannot be demanded from the Buyer that he will yet accept the goods.

E. DELIVERY

  1. Delivery of the Products shall take place ex warehouse, unless agreed otherwise. If delivery takes place free domicile cleared, the Seller shall be completely free to determine the manner of transport. As from the moment of delivery the Buyer will bear the risk of loss of and/or damage to the Products.
  2. The costs of delivery shall be for the account of the Buyer in full, unless agreed otherwise.
  3. The Buyer must accept delivery of the Products at the moment that they are made available to him in conformity with the Agreement. If the Buyer fails to do so, the Seller shall have a free choice between: a. storing the Products for the risk and expense of the Buyer; b. dissolution of the Agreement without any notification of default and/or any judicial intervention being required, without prejudice to the entitlement of the Seller to compensation of the damage suffered and/or profit lost by it, increased with statutory interest.
  4. Agreed delivery times will be respected by the Seller as much as possible, but shall never be deadlines. Any excess of delivery times shall not make the Seller liable and shall not give the Buyer the right to cancel and/or dissolve the Agreement.
  5. The Seller shall have the right to deliver the Products in phases, and to invoice the various phases separately.
  6. The Seller reserves the right not to carry out an Agreement if the Buyer has not paid an agreed advance or previous deliveries within the agreed payment period or at all. The Seller cannot be held liable for any damage suffered by the Buyer because of any failure to deliver in time or at all.
  7. Pallets must be returned to the Seller at the next delivery, but at the latest within one month after delivery. For pallets that are not returned in time or at all, the Seller will charge the deposit that is applicable at that time.

F. PAYMENT

  1. Unless agreed otherwise, payment must be made in advance within a payment term of fourteen days after the invoice date. The payment term is a deadline.
  2. If full payment is not made within the payment term, the Buyer exceeds a deadline and is legally in default. As then the Seller shall be free to terminate the Agreement and to sell the Products to a third party. The above applies without prejudice to the other rights of the Seller, for example the right to demand performance and/or to claim damages.

G. RESERVATION OF OWNERSHIP

  1. All delivered Products shall remain the property of the Seller until the purchase price of all delivered Products as well as any interest, additional costs and other claims arising from all Agreements between the Buyer and the Seller have been paid in full.
  2. Until the Buyer acquires the ownership of the delivered Products, the Buyer shall not be permitted to dispose of the Products or to encumber, adapt or process the Products in other goods, unless this takes place within the normal business operations of the Buyer.
  3. If one or more invoices that have become due and payable are not paid in full or at all, or if the Seller has a justified fear that payment of an invoice will not take place in time or at all, the Seller shall have the right to take immediate possession of the delivered Products, without prejudice to any other rights of the Seller towards the Buyer. The Buyer shall be held to cooperate with the Seller in that.
  4. If third parties levy an attachment on the Products delivered under a reservation of ownership, or wish to establish or enforce rights thereon, the Buyer shall be held to notify the Seller thereof forthwith.

H. DEFECTS

  1. The Buyer shall be held to (let others) inspect the Products at the moment of delivery. During that inspection, the Buyer shall also be held to check whether the Products meet the agreed quality and quantity.
  2. Any directly observable defects must be reported to the Seller in writing as soon as possible, but no later than within eight days after delivery.
  3. Any not directly observable defects must be reported to the Seller in writing immediately, but at the latest within eight days after discovery or after the Buyer reasonably could have detected the defect, and in any event within one month after delivery.
  4. The periods referred to in the preceding paragraphs are deadlines, meaning that after expiry thereof the Buyer cannot report any defects anymore.
  5. Defects relating to specific deliveries shall not affect any preceding or later deliveries, and shall not give the Buyer any right to refuse and/or suspend payment for the relevant preceding or subsequent delivery.
  6. Defects in any part of the delivered goods shall not give the Buyer the right to reject the entire delivery.
  7. The Buyer shall be held to prove that the delivery does not meet the Agreement.
  8. Products can only be returned with the approval of the Seller and at the risk and expense of the Buyer.

I. LIABILITY

  1. The Seller excludes all liability for any damages (whether direct or indirect, including consequential loss), including liability of the Seller for damages caused by Products delivered or services provided by the Seller or by workers employed and/or assistants used by the Seller. The above provision shall not apply for damage caused by intent or deliberate recklessness of the Seller.
  2. More specifically, the Seller shall not be liable if a third party brings a claim against the Buyer for infringement of an intellectual property right. If the Seller, for example by reason of an infringement of an intellectual property right, is forced to take back Products from the Buyer, the Seller shall not be liable for any damages arising therefrom.
  3. Any liability of the Seller will lapse if the damage occurs after the delivered Product has been processed or has been used in another manner of way than is normally usual or appropriate.
  4. The liability of the Seller shall in all cases be limited to an amount equal to the invoice value of the Agreement, or shall be equal to that part of the invoice value to which the liability relates. The liability of the Seller shall furthermore in all cases be limited to at most the amount that is paid out to the Seller under the liability insurance taken out by the Seller.
  5. The Buyer shall indemnify the Seller against all claims of third parties regarding any damage suffered or to be suffered by him.

J. SUSPENSION AND DISSOLUTION

  1. Without being held to pay any form of damages and without prejudice to all other rights accruing to the Seller towards the Buyer, all claims of the Seller on the Buyer shall be immediately and fully eligible, and the Seller shall have the right to suspend performance of the Agreement or to dissolve the Agreement immediately in full or in part without judicial intervention, if:
    a. the Buyer does not perform his obligations under the Agreement in full, in time or at all;
    b. the Seller on the basis of circumstances that have come to his knowledge after the Agreement was signed has good reasons to fear that the Buyer will not perform his obligations under the Agreement in full, in time or at all;
    c. the Buyer refuses to provide adequate security for the performance of his obligations under the Agreement;
    d. the Buyer is no longer able to freely dispose of his assets (for example, but not exclusively, in case of liquidation, suspension of payments, bankruptcy and seizure).

K. GOVERNING LAW AND COMPETENT COURT

  1. All Agreements to which these General Conditions fully or partially relate shall be governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
  2. All disputes arising in the performance of or in connection with an Agreement between the parties shall be settled by the competent Dutch court in the place of residence of the Seller.

These General Conditions have been filed with the Chamber of Commerce under number 60731885.

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