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Version 210301 – March 1, 2021

Art. 1 – General

1.1. Any reference hereinafter to “SELLER” shall mean RB BV as provider, seller, executor or in any capacity whatsoever. Where “BUYER” is hereinafter referred to, it shall mean the buyer and in general the other party of the seller.

1.2. These Delivery Terms apply to all agreements of Seller, whereby Seller undertakes to deliver goods and/or services. It is established between seller and buyer that once contracted under the applicability of the following terms and conditions, they shall also apply in full to subsequent transactions.

General conditions, by whatever name, of the buyer are not applicable and are expressly rejected by the seller, unless accepted by the seller in writing.

Art. 2 – Agreement

2.1. Price changes and other communications from the seller are without obligation. Verbal promises and agreements with Seller’s employees shall not bind Seller except after and insofar as they have been expressly confirmed by them.

2.2. In case of discrepancy between buyer’s order and seller’s confirmation, only seller’s confirmation is binding.

2.3. All additions, amendments and further arrangements to the agreement shall only apply if agreed in writing.

2.4. Seller is authorized, if in its reasonable judgment the buyer’s financial condition so warrants, to require advance payment or security and in anticipation thereof to suspend all or part of the performance of the agreement.

2.5. If, as a result of a state of force majeure, fulfillment of the seller’s delivery obligation cannot reasonably be required of the seller, the seller shall be entitled to suspend delivery. Seller’s force majeure includes any failure caused by circumstances beyond Seller’s control such as but not limited to:

a. Business disruption or business interruption of any kind, and indifferently how it occurred;

b. Delayed or late delivery by Seller’s suppliers or any of them or by third party(ies);

c. Transportation difficulties or transportation impediments of any kind, which hinder or impede transportation to Seller’s business or from Seller’s business to Buyer;

d. Import and export restrictions of any kind.

2.6. Cancellation by buyer of an order can only be made in writing. If the order has already been shipped, the return costs are the responsibility of the buyer.

Art. 3 – Delivery time

3.1. The delivery time will be up to three working days after the order is placed except for article 3.2.

3.2. If delivery cannot take place at the agreed time or within the agreed period, the Seller shall be entitled to make partial deliveries and to a reasonable subsequent delivery period. The after-delivery products will be listed on the packing slip.

3.3. Exceeding the delivery time shall not entitle buyer to rescission of the agreement and/or damages, unless buyer proves intent or conscious recklessness of seller and subject to the provisions of clause 8.2.

Art. 4 – Complaints and Liability.

4.1. Buyer must check the delivered goods immediately after delivery for any discrepancies or damage. Any complaints must be submitted to seller in writing within ten working days of delivery date. After the expiry of the aforementioned period, the delivered goods shall be deemed to have been irrevocably and unconditionally accepted by the buyer. The buyer must keep the defective goods at the seller’s disposal. Filing a complaint does not suspend the buyer’s payment obligation with respect to the items in dispute. Non-visible defects must be submitted in writing by the buyer within ten working days of their discovery, but no later than one year after delivery. Any legal actions must be brought no later than one year after timely notification of complaints, under penalty of expiry.

4.2. Quality requirements or quality standards of goods to be delivered by the seller must be expressly agreed upon. Minor deviations common in the industry or technically unavoidable and differences in quality, color, size or workmanship shall not be deemed a shortcoming and shall not constitute grounds for rescission or compensation.

4.3. In no case shall there be a shortcoming of Seller if: a. and as long as the buyer is in default to the seller; b. the items have been exposed to abnormal conditions or have been handled carelessly or incompetently; c. the items have been stored longer than normal and it is plausible that a loss of quality has occurred as a result.

4.4. In case of careless use of the delivered goods by the buyer, the seller shall indemnify the buyer against claims.

4.5. The indemnification in this article does not apply in the event of intentional or deliberate recklessness of Seller.

Art. 5 – Transportation

5.1. Seller shall arrange for the transportation of agreed goods from Seller to Buyer.

5.2. The means of transportation is at the seller’s discretion.

5.3. Orders can be picked up by buyer from seller by appointment only. If buyer wishes to pick up items without an appointment, this is not possible and seller is entitled to refuse access to buyer.

Art. 6 – Price and payment

6.1. Seller will disclose transportation costs in writing on invoice to buyer. Transportation costs will be borne by buyer if:

a. seller uses delivery services;

b. the price of the order is below 100.00 euros.

6.2. Prices quoted by Seller, whether orally, in writing or otherwise, are based on any information provided at the time of application. If after the date of the agreement one or more cost price factors undergo an increase even if this occurs as a result of foreseeable circumstances, the seller is entitled to increase the agreed price accordingly.

6.3. Any payment must be made promptly after delivery of items and invoices.

6.4. Each payment must be transferred by the buyer to the account provided on the seller’s invoice with the details provided.

6.5. Different payment arrangements must be agreed upon in writing. Buyer’s right to set off any claims it may have against Seller is expressly excluded.

6.6. In the event that Seller believes that Buyer is in a bad financial situation or that Buyer’s bankruptcy or suspension of payments has been filed for or declared, Buyer shall be immediately in default and all claims against Buyer shall be immediately due and payable.

6.7. From the moment of default as stipulated in paragraph 3 of this article, the buyer shall owe the statutory commercial interest. If the Seller has to take (extra)judicial measures in connection with non-timely payment, all resulting costs shall be borne by the Buyer, which shall be at least 15% of the outstanding claim with a minimum of 150 Euros, without prejudice to the Seller’s right to full compensation.

6.8. Seller shall be entitled to suspend the delivery of goods if and for as long as Buyer fails to meet any obligation to Seller under the Agreement, or fails to do so in full, properly or on time.

Art. 7 – Retention of title.

7.1. All goods delivered shall remain the exclusive property of Seller until such time as Buyer has fulfilled all obligations arising from or related to agreements under which Seller has undertaken to deliver, including claims for penalties, interest and costs including costs due to loss of value and/or repossession of delivered goods. Until that time, the buyer is obliged to keep the items delivered by the seller separate from other items and clearly identified as the seller’s property and to properly insure and keep them insured, as well as not to treat or process the items.

7.2. If the Buyer fails to comply with any obligation to the Seller pursuant to paragraph 1 of this article, or if there is a well-founded fear that the Buyer will fail to comply with the aforesaid obligations, the Seller shall be entitled, without notice of default being required, to immediately take possession of the delivered goods, wherever they may be located. The cost of this will be charged to the buyer.

7.3. The seller shall provide the buyer with title to the goods delivered at the time the buyer has fulfilled all its obligations to the seller as stated in paragraph 1 of this article, subject to the seller’s pledge, for the benefit of other claims the seller has against the buyer. Buyer shall cooperate with Seller at Seller’s first request for any actions required in this regard.

Art. 8 – Dissolution

8.1. Seller shall be entitled to dissolve this agreement with immediate effect, without the need for judicial intervention, and without being liable to any compensation for any damage whatsoever, by registered letter, if:

a. Buyer refuses at first request in the circumstances referred to in Article 2 paragraph 4. pay in advance or provide adequate security;

b. Buyer files for bankruptcy, Buyer files its own bankruptcy petition or if a third party files a petition for bankruptcy of Buyer or Buyer is dissolved;

c. Buyer dies;

d. Buyer does not, not fully, properly or timely fulfill any obligation to Seller arising from the Agreement and, despite a request to do so, has failed to remedy the failure within 7 days of such request.

8.2. Furthermore, only after the force majeure on the part of the seller as referred to in Article 2, paragraph 5 has lasted for more than six (6) months, may both the buyer or seller dissolve the agreement by registered letter and only for that part of the obligations that have not yet been fulfilled. In such a case, the parties shall not be entitled to compensation for damages suffered or to be suffered as a result of the dissolution.

Art. 9 – Return shipments

9.1 A request for return can only be accepted if timely, written request is made at the sole discretion of the seller. The request must clearly show the reason for return. A request for a return may be made no later than within 30 days of receipt of the delivered goods can only in consultation with – and under conditions of the seller.

9.2 Returns will only be accepted in original and undamaged packaging.

9.3 Returns will be returned or returned by or on behalf of Buyer.

9.4 Return costs shall be borne by the buyer.

9.5 Items not supplied from the seller’s stock, and thus made as custom-made items, can be returned only with the permission and under the conditions of the seller’s supplier.

9.6 Items with a value of less than 15, – ex VAT cannot be returned.

Art. 10 – Disputes.

10.1. All disputes that may arise between the parties will be settled by the competent court in the Netherlands within whose jurisdiction the Seller’s place of business is located unless the law has declared another court competent by mandatory rules of law.

10.2. Insofar as these terms of delivery have also been drawn up in a language other than Dutch, the Dutch text shall always prevail in the event of differences.

Version: Oosterwolde March 1, 2021