General terms and conditions

General terms and conditions Chemona Holding B.V.

Article 1. APPLICABILITY

Unless expressly agreed otherwise, these conditions apply to all offers, agreements of purchase and sale and deliveries of all goods and services that are marketed and/or provided by the seller. The buyer accepts the applicability of these conditions by the mere fact of his order. General or specific Purchase Conditions used by the buyer are not accepted by the seller and do not apply to the offers, agreements and deliveries governed by these conditions unless and after the said Purchase Conditions have been expressly declared applicable in writing by the seller (and, if the seller is a legal entity, by a director thereof) to any specific transaction. Acceptance in this way of the applicability of such Purchase Conditions will in no case entail that those Purchase Conditions also apply (or will apply) to other transactions between the buyer and the seller.

If and to the extent that an offer and/or agreement between buyer and seller contains provisions that deviate from the offers and/or agreements governed by these conditions without the applicability of these conditions being expressly excluded, the other provisions of these conditions remain in full force.

Article 2. QUOTATIONS, ADVICE AND ORDERS

All quotations are without obligation, however with the understanding that the seller is bound to the net prices stated in written price quotations for a period of 14 days, to be calculated from the dispatch of the relevant price quotation. All prices are in net cash, without discount and exclusive of taxes due at the time of delivery. If an order is placed without a price being expressly agreed, then this will be executed at the price applicable at the time of execution of the order, regardless of any earlier quotation or price previously calculated. For each agreed quantity, a tolerance of 10% is permitted, with the understanding that the buyer is obliged to receive and pay for 10% less or more, with a minimum of 1 kg. or 1 ltr. The seller is entitled not to accept orders if he is not bound by a quotation made in this regard. In that case, he is obliged to notify the buyer thereof within 5 working days, to be calculated from receipt of the order.

Article 3. DELIVERY

Seller has fulfilled his delivery obligation by offering the goods to buyer once at the agreed time. The report of the person who arranged the transport constitutes full proof of offer to deliver if buyer refuses to accept the goods, in which case the costs of return freight, storage and other necessary costs shall be borne by buyer. The offer to deliver is considered equivalent to delivery. If seller refuses to accept the goods, seller will store them for up to 30 days after offering. He will inform buyer in writing that he can collect the goods (or have them collected) against cash payment. After this period has expired, seller is entitled to sell the goods to a third party or otherwise dispose of them. If no period has been agreed upon for delivery on call, a period of four months applies as such, starting on the day on which the purchase agreement is concluded. After this period or the agreed call-off period has expired, seller is entitled to demand payment for the goods sold on call without observing any credit period.

Article 4. DELAYED DELIVERY

Delayed delivery, if within reasonable limits, does not give any right to compensation or termination of the agreement. However, if it has been agreed in the agreement that delivery will take place at a specific time and the buyer has informed the seller in writing that this term may not be exceeded under any circumstances, then the buyer is entitled, after the agreed term has expired without delivery having taken place, to terminate the purchase agreement without judicial intervention, without prejudice to the buyer's right to compensation except in the event of force majeure on the part of the seller. He is obliged to inform the seller of this in writing without delay. Agreed delivery dates are target dates, unless expressly agreed otherwise.

Article 5. FORCE MAJEURE

Force majeure is understood to mean: any circumstance which the seller could not take into account at the time of entering into the agreement and as a result of which the normal performance of the agreement cannot reasonably be expected by the buyer, such as: war or threat of war, regardless of whether the Netherlands is directly involved or not, full or partial mobilization, state of siege, riot, sabotage, flooding, fire or other destruction in factories or warehouses and lockouts, as well as suppliers or manufacturers who, on whatever grounds – in whole or in part – do not fulfill their obligations towards the seller. In the event of force majeure, the seller has the right to terminate the agreement, without being obliged to pay damages.

Article 6. ADVANCE PAYMENT/SECURITY

Seller is at all times entitled to request advance payment or security from buyer before proceeding with delivery or further delivery. If buyer fails to make the requested advance payment or security, any delivery obligation resting on seller shall lapse, without prejudice to seller's right to compensation for all damages, costs and interest by buyer.

Article 7. RETENTION OF OWNERSHIP

All delivered goods remain the exclusive property of the seller until the moment that all claims from this or previous deliveries from the seller to the buyer have been fully discharged by the buyer. The goods can be immediately reclaimed by the seller if the buyer has not fulfilled his obligations or if the seller has reason to believe that the buyer will not fulfil his obligations. The costs associated with the return will be charged to the buyer. In the event of return, credit will be given on the basis of the value that the goods appear to have upon return. The retention of title stipulated in this article does not affect the fact that the risk of the use and storage of the delivered goods, all in the broadest sense of the word, passes to the buyer from the moment of actual delivery.

Article 8. PACKAGING

Only packaging returned within six months after the invoice date, free warehouse, which is in good condition and which was charged, gives the right to compensation of the calculated value. The buyer will be notified in writing of rejection of packaging within 30 days after receipt, after which this packaging will be kept at his disposal for one week, after which the seller is free to dispose of it without any obligation to pay damages. Packaging that is not charged separately on the invoice will not be taken back by the seller.

Article 9. INTELLECTUAL PROPERTY RIGHTS

Seller reserves the right to provide the goods with its own name and brand. Buyer acknowledges that the intellectual property rights (copyrights, patent rights, brand rights, trade name rights, etc.) with regard to the goods purchased from seller, or with regard to the items made available by seller, such as technical information sheets, advertising material, etc., are vested in seller, or in one of the companies of the group of which seller is a part. Buyer shall respect these rights and is obliged to act in accordance with the instructions given by seller. If buyer discovers that the intellectual property rights as referred to in this article are being infringed by third parties, buyer is obliged to inform seller thereof immediately. Buyer is not permitted to use any brand or other distinguishing mark of seller as (part of) an internet domain name or alphanumeric telephone number. Buyer grants seller permission to include and use all (sales) information originating from buyer in a database. All rights to this database are vested in seller.

Article 10. COMPLAINTS

1. Complaints of any nature whatsoever do not suspend the buyer's payment obligation and can only be brought to the attention of the seller in writing within the periods described in this paragraph.

2. No complaint shall be admissible if the buyer has processed or delivered the goods while the buyer could have discovered the alleged defect in the goods by simple inspection. No complaint shall be admissible on the grounds of technically unavoidable deviations in colours and properties.

3. Complaints regarding shortages, incorrect layout, weights, quantities or regarding the packaging and the charged price can only be made within 14 days after delivery of the goods.

4. Complaints about the quality of the delivered goods can only be made within 14 days after the buyer has discovered the defectiveness of the delivered goods, but in no case later than six months after delivery of the goods. If a shorter shelf life is stated on the packaging, complaints must be submitted within this period.

5. The defectiveness of delivered paint products can only be demonstrated by the buyer - to the exclusion of any other means of proof - by submitting a report from the most appropriate part of TNO, in which case the costs of reporting will be borne by the losing party. No binding evidentiary regulation applies to all other products.

6. The defectiveness of supplied printing inks can be demonstrated by the buyer by any means, provided that the only defectiveness that will be considered is failure to meet the specification(s) applicable to the product at the seller.

7. The seller's obligation to pay damages in respect of defectiveness of delivered goods, for documentation, processing and other advice, guidance and inspection, shall never exceed an amount equal to 3 ½ x the invoice amount of the delivered goods of which the defectiveness has been proven. In no event shall the seller be liable for any consequential damage of whatever nature and for whatever reason suffered.

8. The burden of proof that the goods to which the complaint relates are the same as those supplied by the seller rests with the buyer.

Article 11. PAYMENTS

1. Unless otherwise agreed, the buyer is obliged to pay the invoices within 30 days after the invoice date without deduction of any discount. Offsetting with any claim on the seller is excluded.

2. If the invoice amount expressly includes a credit restriction surcharge, this is deemed to be part of the invoice amount and may only be deducted if the invoice has been paid for the remainder within 30 days of the invoice date.

3. If the buyer fails to pay the invoice amount due on time, he shall owe the seller interest of 1 ¼ % of the invoice amount for each month or part thereof by which the payment term is exceeded. If at any time the statutory interest pursuant to article 6: 119 a. B.W. is higher than the interest due pursuant to the interest clause included in this paragraph, the seller shall be entitled to claim the interest pursuant to article 6: 119 a. B.W., whereby the interest shall be calculated in the manner indicated in said article.

4. Only those payments are valid that have been made in the manner indicated by the seller. The seller is free to deduct payments received by him from the outstanding costs, the accrued interest and from the oldest outstanding invoices, even if the buyer has indicated that a payment is intended to be deducted from a specific invoice or if it appears from the amount transferred that the buyer intended to pay a specific invoice.

5. If the buyer is in default because the payment term has expired, the seller is entitled to collect the amount due to him by legal process, without any further notice of payment being required. The seller has the right to dissolve all agreements concluded with the buyer if the buyer fails to fulfil the obligation arising from an agreement concluded with the seller, if the buyer is granted a moratorium on payments, or if the buyer is declared bankrupt.

6. In addition to the amount due, the seller is entitled to claim from the buyer all costs incurred as a result of the buyer's non-payment, both judicial and extrajudicial collection costs.

7. Extrajudicial collection costs are owed by the buyer in any case in which the seller has secured the assistance of a third party for the collection. They amount to 12% of the amount to be collected, being the invoice amount plus the accrued interest according to paragraph 3 of this article, with a minimum of € 11.50. If the buyer pays the principal sum, plus the accrued interest and extrajudicial collection costs, within 14 days after the written reminder to pay has been sent to him by a third party to whom the seller has assigned the collection, the extrajudicial collection costs amount to 5% of the amount due, being the invoice amount plus the accrued interest according to paragraph 3 of this article, with a minimum of € 11.50.

8. Seller is not obliged to prove that he has fallen short in the expenditure on extrajudicial collection costs. If seller files for bankruptcy of buyer, the latter is also liable for the costs of the bankruptcy application, in addition to the amount due and the legal and/or extrajudicial costs associated with it.

Article 12. DISPUTES

Unless the parties have submitted their disputes to arbitration, all disputes (including summary proceedings and attachment orders) which may arise between the parties as a result of these Uniform Terms and Conditions of Sale and Delivery or subsequent agreements, will be settled exclusively by the court in the district in which the seller is established, insofar as the dispute falls within the jurisdiction of a court and the law has not declared another court competent for this purpose by mandatory rules of law. All disputes will be settled in accordance with Dutch law.