GENERAL CONDITIONS OF SALE AND DELIVERY EUROBOTTLE B.V.

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1 GENERAL CONDITIONS OF SALE AND DELIVERY EUROBOTTLE B.V. date 1 June 2016

2 INDEX 1 Definitions Identity Supplier Applicability Offers Formation of agreements Content and amendment of the agreement Prices and payment Price alteration Delivery time Transport, risk and delivery of Products Retention of title and Lien Guarantee / Non-conformity Complaint period Expiration term Dissolution/ Revocation Liability and compensation Force majeure Confidentiality Intellectual property rights Ownership of production resources Goods entrusted to supplier Materials and products supplied by the other party Applicable law and competent judge General Terms of Sale and Delivery Page 2 of 16

3 1 DEFINITIONS Unless otherwise clear from the context, the words and expressions that have been capitalized in the Terms are defined words and phrases to which the following meanings have been attributed: Offer/Quotations Any offer by Supplier to enter into an Agreement Supplier De private company (Chamber of Commerce-filenumber ), with statutory seat in Dronten, or one of her associated company(ies), being the user of the Conditions; Services All (additional) services and / or (technical) activities, of whatever nature, carried out by Supplier, in the broadest sense; Agreement Any agreement between Parties in relation to the purchase, sale and delivery of Products by Supplier to Counterpart and / or the provision of services by Supplier to Counterpart; Party(ies) Supplier and Counterpart or each for themselves; Products All goods of a material nature that are offered for sale by Supplier or sold and delivered; In writing In writing or by means of electronic communication, including and webform; Conditions These General Conditions of Sale and Delivery of Supplier; Counterpart The natural person(s) and/or legal entit(y)(ies) to whom Supplier makes an Offer and/or with whom Supplier enters into an Agreement. General Terms of Sale and Delivery Page 3 of 16

4 Consumer A Counterpart who is a natural person not acting in the exercise of his profession or business. Business Counterpart A Counterpart who is not a Consumer. 2 IDENTITY OF SUPPLIER Name: Registered address: Pioniersweg 32, 8251 KN Dronten Telephone number: address: info@eurobottle.nl Chamber of Commerce number: APPLICABILITY 3.1 These Conditions are applicable to all Offers and Agreements. 3.2 If the Conditions have been applicable to any agreement, they are - without separately having to be agreed still between Parties - automatically applicable to any subsequent agreement between parties, unless, regarding that particular agreement, Parties have explicitly agreed otherwise in writing. 3.3 The applicability to any Agreement of general or specifically applied conditions by Counterpart is explicitly rejected by Supplier, unless and until the relevant conditions, explicitly in writing, have been declared applicable to an agreement by Supplier. Any such acceptance of the applicability of conditions of Counterpart to an Agreement shall in no way imply that those conditions implicitly also apply to any subsequently concluded Agreement. 3.4 In the event of nullity or annulment by Counterpart of any provision of the Terms, the remaining provisions of the Terms will continue to apply to the Agreement. Parties will consult to replace an invalid or unenforceable provision of these Terms with a provision that is valid or non-destructible and that approaches the purpose and purport of the void or nullified provision as closely as possible. 3.5 To the extent that an agreement deviates from one or more provisions of the Terms, the provisions of the Agreement shall prevail. In that case, the remaining provisions of the Terms will continue to apply without prejudice to the Agreement. 4 OFFERS 4.1 An Offer is, unless expressly stated otherwise, is non-binding and valid for the period specified in the Offer. If the offer does not mention a deadline for acceptance, the offer will expire at least fourteen (14) days after the date specified in the Offer. 4.2 An offer accepted by Counterpart within the validity period may be revoked by Supplier for General Terms of Sale and Delivery Page 4 of 16

5 five (5) business days after the date of receipt of the acceptance by Supplier, without this leading to any obligation of Supplier to pay compensation for any damage suffered as a result thereof by Counterpart. 4.3 An order given by Counterpart shall be confirmed in writing by Supplier by means of an order confirmation. 4.4 If Counterpart shall provide to Supplier for the purpose of issuing an Offer, data, drawings, photographs, designs, etc., Supplier may rely on their accuracy and shall base her Offer on this. Counterpart shall indemnify Supplier for any claims from third parties relating to the use of drawings and the like, provided by or on behalf of Counterpart. 4.5 Obvious mistakes or errors in the offer do not bind the Supplier. 5 5FORMATION OF AGREEMENTS 5.1 Subject to the remainder of the Terms and Conditions, an Agreement is only concluded: (a) (b) (c) by acceptation by Counterpart of an Offer: by written confirmation of an order issued by the Counterparty (oral or written) other than on the basis of an offer; by Supplier giving actual implementation to the Agreement. 5.2 The Agreement replaces and supersedes any previous proposals, correspondence, agreements or other communications between Parties that took place prior to entering into the Agreement, however much they may differ from or are inconsistent with the Agreement. 5.3 Modifications and / or additions to the Agreement shall apply only after acceptance thereof by Supplier in writing. Supplier is not obliged to accept changes and / or additions to the Agreement and is entitled to demand that a separate agreement is entered into. Supplier is authorized to charge any costs related to the amendments and / or additions to the Agreement to Counterpart. 5.4 Promises by and agreements with subordinates or representatives of Supplier, only bind Supplier against Counterpart if and when these commitments and / or agreements have been ratified in writing by Supplier or confirmed to Counterpart. 5.5 The Supplier can - within the law - inquire whether Counterpart can meet its payment obligations, and of all those facts and factors that are important for a sound conclusion at a distance of the agreement. If, based on this study, Supplier has good reason not to enter into the agreement, he is entitled to refuse an order or to request or to attach special conditions to the implementation. 5.6 Supplier is entitled to commission the Agreement to third parties, or to engage third parties for the delivery of certain Products or the performance of certain Services. 6 6CONTENT AND AMENDMENT OF THE AGREEMENT 6.1 Counterpart is responsible for the accuracy of the specifications or other information supplied by her, which are communicated to Supplier in writing or verbally. 6.2 In case of setting printing and other proofs, Counterpart is obliged to return these to Supplier corrected or approved, within two days after receiving a request to do so. For General Terms of Sale and Delivery Page 5 of 16

6 unnoticed defects, errors or omissions, Supplier can no longer be held liable after the expiry of this deadline. Proofs made at the request of Counterpart, are for her account. 6.3 Deviations between the work and the original design, drawing, copy or model or the typesetting, printing or other proof may only create grounds for rescission or damages if they are not minor. Minor are certainly those deviations which do not or only slightly affect the usefulness of the Products. 7 7PRICES AND PAYMENT 7.1 Prices mentioned in an offer or agreement are denominated in Euros and are - unless explicitly stated otherwise - excluding packaging, transport and delivery costs (in the broadest sense), and also exclusive of VAT and / or other government-imposed levies of any kind whatsoever. 7.2 If an order is issued by Counterpart to Supplier without a price having been explicitly agreed, this offer, regardless previously incurred Offers or previously offered prices will be executed at the price prevailing at the time of the execution of the Agreement. 7.3 Payment must be made on the bank or giro account indicated by Supplier. 7.4 Payment by Business Counterpart shall be made in advance. Only after payment, Supplier is obliged to give effect to its obligations under the Agreement, unless Supplier has agreed in writing with subsequent payment, in which case payment - unless otherwise agreed in writing - must be made within thirty (30) days after the invoice date. Determining for the time of payment is the moment Supplier has received notice from its bank regarding the crediting of the relevant amount. 7.5 Consumer commits to prepayment of 50% of the agreed price. Excess advance payment can not be recovered as undue. Consumer cannot assert any rights regarding the implementation of the obligation to supply the Services and / or Products before the agreed prepayment has taken place. 7.6 If payment of the invoice has not taken place in full within the agreed period, Counterpart shall immediately, without any further notice being required, be in default by law and shall be payable from the date following the due date of the invoice an interest of 2% per month (unless the statutory interest is higher, in which case the interest rate is applicable), whereby part of a month will count as whole month. For a consumer, notwithstanding the foregoing, the legal interest will apply. Furthermore, all extrajudicial expenses will then be borne by Counterpart, which costs are hereby established in advance by Parties at least at 15% of the outstanding amount with a minimum of 150, - without prejudice to the right of Supplier to claim the actual extrajudicial costs, should these be more. 7.7 As long as Counterpart has not yet (completely) fulfilled its payment obligations Supplier shall, based on its assessment of the creditworthiness of Counterpart, be entitled to require security for the fulfillment of payable and non-payable obligations. If and as long as Counterpart fails to make the required guarantee, Supplier shall be entitled to suspend its obligation to deliver. 7.8 Payments made by Counterpart shall serve to settle outstanding fees, interest rates and subsequently bills due the longest, even if Counterpart states upon payment that the payment relates to another invoice. 7.9 Without prejudice to mandatory provisions, Counterpart has no right to suspend and / or General Terms of Sale and Delivery Page 6 of 16

7 set-off his payment obligations to the Supplier against payment obligations of Supplier towards Counterpart If Counterpart is in default with the payment of any invoice referred to in Article 7.6, all other outstanding invoices are immediately payable, without further notice being required Supplier is entitled to set off all claims against Counterpart with any possible debt of Supplier to Counterpart, or to (legal) persons affiliated with Counterpart All claims of Supplier to Counterpart - even if it is agreed that payment need not be made in advance - shall be immediately due and payable in the following cases: (a) if after the conclusion of the Agreement, circumstances come to the attention of Supplier which give her good grounds to fear that Counterpart will not fulfil its obligations, such entirely at the discretion of Supplier; (b) If at the conclusion of the Agreement, the Supplier has asked Counterpart to provide security for the infringement as defined in Article 7.10and this security fails or is insufficient; (c) In case of liquidation, bankruptcy or petition of the bankruptcy or suspension of payment of Counterpart or - insofar Counterpart is a natural person if Counterpart has made a request for the application of the law on Debt Rescheduling Natural Persons (WSNP). 8 PRICE CHANGE 8.1 If four (4) months have passed since the date on which the Agreement was concluded and the performance has not yet been completed by the Supplier, an increase in one or more of the factors determining the price (at the discretion of the Supplier) may be passed on to Counterpart. Payment of the price increase takes place simultaneously with the payment of the principal or the last instalment. 8.2 However, if the increased price Supplier wishes to apply in the meaning of Article 8.1is increased compared to the original price by more than ten percent (10%), Counterpart will be entitled to cancel the agreement within seven (7) days after notice of the price change, except that in that case Supplier shall under no circumstances be liable against Counterpart to compensate any loss suffered by Counterpart as a result thereof. 9 9DELIVERY TIME 9.1 The delivery time specified by the Supplier under the Agreement, is always an estimate and is therefore never a deadline, unless the parties expressly provided otherwise in writing. Exceeding the agreed delivery time does not in any case give right to compensation. 9.2 The delivery time, stated by the Supplier starts when all the (technical) details have been agreed, all necessary data and the like are in the possession of the Supplier and all necessary conditions for implementation of the Agreement have been met. 9.3 Upon adoption of the delivery time, Supplier assumes that she can execute the order under the circumstances as they existed at the time of the conclusion of the Agreement. 9.4 If there are any other circumstances than those known to Supplier at the time of the General Terms of Sale and Delivery Page 7 of 16

8 conclusion of the Agreement, Supplier may extend the delivery time with the time necessary to execute the Agreement under the changed circumstances. If as a result the activities can not be fitted into the planning of Supplier, they will be carried out / completed as soon as the Supplier's planning allows. 9.5 If there is a suspension of obligations by Supplier due to a failure of Counterpart, the delivery time is extended by the duration of the suspension. If, as a result, the activities can not be fitted into the planning of Supplier, this will be carried out / completed as soon as the Supplier's planning allows. 9.6 After exceeding an agreed delivery date or the delivery period after prolongation pursuant to the articles 9.4and 9.5of these Conditions regarding Products, Supplier shall only be in default if she has received from Counterpart a written notice, in which a period of one (1) month is given to her to deliver and the fulfilment thereof also fails within that period. In the event of dissolution, Counterpart is not entitled to compensation, unless exceeding the latter term is the result of intent or gross negligence of the management of Supplier and / or its managerial staff TRANSPORT, RISK AND DELIVERY OF PRODUCTS 10.1 The risk to the Products to be delivered to Business Counterpart shall pass to her ex Supplier's warehouse, or the warehouse of a third party engaged by Supplier ("Ex Works", as contained in the most recent version of ICC Incoterms). All Products are transported at all times for the risk of Counterpart not being a Consumer. Unless Business Counterpart timely requests the Supplier to insure the Products during transportation for her account, Products shall be transported uninsured by or on behalf of Supplier Unless expressly agreed otherwise in writing between Parties, at the expense of Counterpart are export and import duties, clearance charges, taxes and any other expenses of the government, of whatever nature, associated with the transportation and delivery of Products by Supplier Supplier has met its obligation to deliver by making the product available to Business Counterpart at the agreed time in its warehouse or the warehouse of a third party engaged by Supplier. The delivery document of the carrier and / or its annexes, signed by or on behalf of Counterpart, shall provide full evidence of the correct and undamaged delivery by Supplier of the Products listed in the delivery document and / or its annexes The presentation for delivery of Products ordered by Supplier to Counterpart shall be equivalent to delivery of these Products. If Counterpart refuses to take possession of the Products presented for delivery, Supplier shall store these Products for fifteen (15) working days from the date of the offer, at a location to be determined by her. After expiry of this period, Supplier shall be no longer obliged to keep the Products ordered by Counterpart available to Counterpart and is entitled to sell the Products to a third party or to dispose otherwise thereof. Counterpart nevertheless remains obliged to comply with the Agreement to purchase the relevant Products at the first request of the Supplier at the agreed price, while Counterpart is also obliged to compensate Supplier for damages resulting from the earlier refusal by Counterpart to take possession of the Products, including storage and transportation costs The risk for Consumer shall pass to him upon delivery. General Terms of Sale and Delivery Page 8 of 16

9 11 11RETENTION OF TITLE AND LIEN 11.1 All delivered Products remain the exclusive property of Supplier until the moment that Counterpart has fulfilled all obligations arising from or related to the Agreement (s), including claims relating to penalties, interest and costs Products delivered by Supplier, which, under Article 11.1, are subject to retention of title, may only be resold, treated or processed in the framework of the ordinary course of business of Counterpart, this however under the condition that, prior thereto, Counterpart shall still pay the price due for the respective Products to Supplier. Moreover, Counterpart is not entitled to pledge the Products which fall under the retention of title or to establish any other limited right on it After Supplier has invoked its retention of title, she may retrieve the delivered Products. Counterpart shall allow Supplier to enter the place where the Products are located Counterpart is obliged: (a) to mark the Products delivered under retention of title as the property of Supplier; (b) to cooperate in other ways to all reasonable measures Supplier wishes to take to protect its proprietary rights to the Products and which do not unreasonably hinder Counterpart in the ordinary course of her business Business Counterpart is at the same time obliged: (a) to insure and to keep insured the Products delivered under retention of title, until the moment that they become property of Counterpart, against fire, explosion and water damage and theft and to give access to the insurance policy and proof of payment of the premium, if requested; (b) to pledge all claims of Counterpart on insurer with regard to the Products delivered to Supplier under retention of title in the manner prescribed in article 3: 239 Dutch Civil Code; 11.6 If Supplier cannot invoke its retention of title because the delivered products are mixed, deformed or acceded, Business Counterpart is obliged to pledge or mortgage to Supplier the newly created goods GUARANTEE / NON-CONFORMITY 12.1 During a period not exceeding one year, Counterpart has a claim ("warranty") on Supplier on the basis that the Service and / or the product does not meet the agreement If, within the deadline indicated in article 12.1Counterpart calls on the guarantee, Supplier may choose to repair, replace the delivered Products or to proceed to refund the purchase price. At the request of Supplier Counterpart is obliged to return the Product not delivered properly free of charge to Supplier. On all warranty activities to be performed by Supplier, these terms and conditions apply De guarantee on Products is not applicable: (a) if due to normal wear and tear, improper use, improper maintenance or from external causes, this at the discretion of Supplier; General Terms of Sale and Delivery Page 9 of 16

10 (b) if the defect is caused by extraordinary or unforeseen processing difficulties reasonable for Supplier, arising from the nature of the materials or products supplied by Counterpart or if this is a result of differences between the sample initially shown to Supplier and the material or product later provided by Counterpart for the circulation; (c) if the defect relates to the release, sticking, soiling, change of gloss or colour, or damage to equipment or products, which Supplier received from Counterpart and must be printed or edited by him if they have undergone a pre-treatment including, but not limited to the application of lacquer; (d) if the defect relates to deviations with regard to durability, adhesion, gloss, colour, light and colour fastness and durability, if at least at the inception of the agreement Counterpart has made no indication of the characteristics and the nature of the materials or products supplied by him, and did not provide adequate information on the applied pre-treatments and the applied surface treatment The guarantee expires if: (a) After delivery, Counterpart has put into use, prepared or processed the Products (which in any case includes at least filling the Products), has delivered them to third parties, respectively allowed them to be used, prepared or processed or has them supplied to third parties. (b) without the consent of Supplier, Counterpart has performed (commissioned) (repair) works on the delivered Products. (c) damage is caused by acts or omissions of Counterpart or third parties, contrary to instructions provided by Supplier or in breach of the Agreement and the Terms and Conditions; (d) after delivery, Counterpart has put into use, prepared or processed the delivered Products (which in any case includes at least filling the Products), has delivered them to third parties, respectively allowed them to be used, prepared or processed or has them supplied to third parties Supplier is entitled to charge fees for repairs if during the proceedings it turns out that it is out of warranty Counterpart is only entitled to a warranty claim if she has complied with all obligations towards Supplier (whether financial or otherwise) Outside the cases mentioned in this article, Business Counterpart may not claim that the Services and / or Products do not conform to the agreement. 13 COMPLAINTTERM 13.1 Counterpart is obliged: to check the Products and / or Services supplied by Supplier immediately after delivery for visible defects. In case of visible flaws Business Counterpart must, within a period of eight (8) days from the date of delivery, give notice thereof in writing and motivated to Supplier, failing which the delivery will be deemed to have been accepted and all claims from culpable failure against Supplier will expire. For Consumer a General Terms of Sale and Delivery 16 Page 10 of

11 period of ten (10) weeks applies Other defects Products and / or Services must be notified in writing and motivated to Supplier by Business Counterpart within eight (8) days of discovery or after they were reasonably be discovered, failing which the delivery will be deemed to have been accepted and all claims from attributable failure towards Supplier will expire. For Consumers a period of ten (10) weeks applies If the parties can not agree on whether there is a defect, an independent expert will be engaged. The expert will be appointed by the Supplier in consultation with Counterpart. The costs will be borne by (largely) the unsuccessful party, unless otherwise agreed Complaints of any nature whatsoever in respect of the implementation of the Agreement by Supplier do not suspend the payment obligation of Counterpart and may only be notified in writing to Supplier On Supplier does not rest any obligation with respect to a submitted claim if Counterpart has not fulfilled all its obligations towards Supplier on time and in full (both financial and otherwise) A claim for a Product and / or Service supplied by Supplier may not affect Products and / or Services previously delivered or to be delivered or, even if these Products and / or Services to be delivered, are or will be undertaken to implement the same Agreement. 14 EXPIRATION TERM 14.1 Legal action and other powers of Counterpart, for whatever reason, against Supplier in connection with delivered Products and / or Services provided will expire - without the possibility of interruption - after twelve (12) months from the date Counterpart became aware or could reasonably have been aware of the existence of these rights and privileges, but on that basis, before the expiry of that period, no claim has been filed in writing by Supplier In case within the deposit period specified in Article 13.1 a claim is filed to Supplier in writing by Counterpart in connection with Products and / or Services provided by her, will also expire - without the possibility of interruption - every action of Counterpart in this regard, if Supplier, within a period of four (4) months after receiving the relevant claim in writing is not legally involved in the competent court. For Consumer a period of two years shall apply DISSOLUTION/ REVOCATION 15.1 Supplier has the right to terminate the Agreement, in whole or in part - without resting on Supplier within that framework towards Counterpart any liability for compensation - if: Supplier has given Counterpart a notice of default and has given him a period of (at least) five (5) days if: (a) Counterpart does not, not timely or properly fulfil any of its obligations under the Agreement; In all other cases without there being an obligation of notification on the part of Supplier, including if: General Terms of Sale and Delivery 16 Page 11 of

12 (b) Counterpart has applied for suspension of payment or has made a request to that effect; (c) Counterpart is declared bankrupt or an application for bankruptcy is filed by or against Counterpart; (d) To Counterpart - in the case of a natural person - the Act on Debt Restructuring Natural Persons (WSNP) has been declared applicable, or a request thereto was filed; (e) Assets are attached (before or after judgment) by a third party at the expense of Counterpart; (f) Counterpart is a legal entity and the legal entity is dissolved or if Counterpart is a natural person, Counterpart dies or is no longer able to conduct its business; (g) other circumstances occur which jeopardize the redress of Supplier, entirely at the discretion of Supplier. (h) In the event that the Agreement is terminated on one or more of the grounds listed above under article 15.1, Supplier is entitled to compensation by Counterpart for its financial loss Notwithstanding Article 6: 230o Civil Code, Consumer has no right to revoke the Agreement, because the Agreement relates to the Supply of Products manufactured according to specifications of the Counterpart, which are not prefabricated, and which are manufactured on the basis of an individual choice or decision of the Counterpart or concerning the Supply of Products that are clearly intended for a specific person, the foregoing in accordance with Article 6: 230p introductory phrase and f firstly, Civil Code LIABILITY AND COMPENSATION 16.1 Supplier is only liable against Counterpart for damages suffered by latter as a direct result (i.e. direct damage) of gross negligence or intent on the part of supplier Supplier is under no circumstances liable for: (a) indirect damage such as - thus not exclusively - company-, result - sales - or delay damages from Counterpart (including business interruption, loss of income and the like), arising from any cause. Counterpart must, if necessary, properly insure against such damage; (b) damage caused by acts or omissions of Counterpart or third parties, contrary to instructions provided by Supplier or in breach of the Agreement and the Terms and Conditions; (c) damages of any kind caused by or after Counterpart has put into use, prepared or processed the delivered Products (which in any case includes at least filling the Products), has delivered them to third parties, respectively allowed them to be used, prepared or processed or has them supplied to third parties. (d) damage caused by acts and / or omissions of third parties, including auxiliary persons engaged by Supplier; General Terms of Sale and Delivery 16 Page 12 of

13 (e) if the defect is caused by extraordinary or unforeseen processing difficulties reasonable for Supplier, arising from the nature of the materials or products supplied by Counterpart or if this is a result of differences between the sample initially shown to Supplier and the material or product provided later on by Counterpart for the circulation; (f) for release, sticking, soiling, change of gloss or colour, nor for damaging material or Products received by him from Counterpart and for printing or editing if they have undergone a pre-treatment including, but not limited to the application of lacquer; (g) if the defect relates to deviations with regard to durability, adhesion, gloss, colour, light and colour fastness and durability, if at least at the inception of the agreement Counterpart has made no indication of the characteristics and the nature of the materials or products supplied by him, and did not provide adequate information on the applied pre-treatments and the applied surface treatment If and insofar as Supplier is liable for damages from Counterpart, the liability of Supplier at all times be limited to 50% of the invoice amount excluding VAT in respect of the delivered Products and / or Services and to the amount recognized under any liability insurance by the insurer of Supplier and paid on the basis of a damage report, increased with Supplier's own risk (if any) of that insurance. A series of related harmful events will count as one event / incident for the purposes of this article If at the time of the accident Supplier does not have liability insurance as referred to in article16.3 or under any liability insurance for whatever reason payment is not made, Supplier's liability will always be limited to 50% of the invoice amount excluding VAT in respect of the delivered Products and / or Services to which the liability of Supplier applies The limitations contained in Articles 16.1up to and including 16.4and / or exclusions of liability also apply in favour of the personnel of Supplier and the auxiliaries who have been involved by Supplier in the implementation of the Agreement. 17 FORCE MAJEURE 17.1 Force majeure means a shortcoming in the fulfilment of an agreement which can not be attributed to Supplier Force majeure, as defined in Article 17.1, in any case (not exclusively) means a failure due to: (a) problems and / or serious disruption of production at suppliers of Supplier, including utilities; (b) failure by third parties to deliver necessary materials ; (c) intent or gross negligence of auxiliaries; (d) strike; (e) excessive absenteeism of staff of Supplier; General Terms of Sale and Delivery 16 Page 13 of

14 (f) fire; (g) unusual weather conditions (such as flooding); (h) government measures (national and European level), including import and export bans and import and export restrictions; (i) war, mobilization, riots, insurrection, state of siege; (j) sabotage; (k) transportation congestion; (l) breakdown of machinery; 17.3 In the event of Force Majeure, Supplier has the choice to either suspend the implementation of the Agreement until the force majeure situation has ceased to exist, or, after having opted initially for suspension or not, to wholly or partially dissolve the Agreement. In both cases, Counterpart is not entitled to any compensation. If the period in which fulfilment of the obligations by Supplier is impossible because of force majeure shall last longer than thirty (30) days, Counterpart shall be entitled to terminate the agreement in part (for the future), it being understood that Supplier, in accordance with article 15.4, shall be entitled to send an invoice for the work already performed. In case of partial dissolution, there is no obligation to pay (any) damage If upon the occurrence of the Force Majeure Supplier has already fulfilled part of its obligations or can only partially fulfil its obligations, she is entitled to invoice that part separately and Counterpart is obliged to pay this invoice as if it were a separate Agreement. 18 CONFIDENTIALITY 18.1 Supplier and Business Counterpart shall be obliged to observe secrecy in respect of any confidential information they have received within the scope of their agreement from each other or from another source. Information is confidential if this has been notified by a Party or if this arises from the nature of the information If, pursuant to a statutory provision or a court order, Supplier is obliged to also provide confidential information to third parties designated by law or by the competent court, and Supplier cannot rely on a right of exoneration, recognized or permitted by law or by the competent court, Supplier will then not be obliged to pay damages or compensation and Counterpart shall not be entitled to terminate the Agreement INTELLECTUAL PROPERTY RIGHTS 19.1 Unless otherwise agreed, Supplier retains the copyright and all industrial property on the quotations made by her, provided pictures, drawings, (test) - models, software and the like The rights to the particulars referred to in 19.1remain the property of Supplier regardless of whether costs are charged to Counterpart for the production thereof. These particulars may not be copied, used or shown to third parties by Counterpart, without express permission from Supplier. General Terms of Sale and Delivery 16 Page 14 of

15 19.3 Counterpart guarantees Supplier that by implementing the Agreement, including but not limited to the reproduction or disclosure of the items received from the other party, such as copy, typesetting, models, drawings, photographs, lithographs films, data carriers, computer software, databases, etc., Supplier does not infringe any rights that third parties may enforce under any intellectual property, including but not limited to the 1912 copyright Act or other national, supranational or international regulations in the field of copyright or the right of industrial property or the law relating to wrongful acts Counterpart indemnifies Supplier, both in and out of court, against any claims that third parties could may make under those laws or regulations in force In case reasonable doubt arises or continues to exist regarding the validity of the rights pretended by third parties referred to in article 19.3, Supplier is entitled but not obliged to suspend the fulfilment of the Agreement until it is irrevocably established by law that Supplier does not infringe these rights by fulfilling the agreement OWNERSHIP MEANS OF PRODUCTION 20.1 All goods manufactured by Supplier, such as production equipment, semi-finished products and tools, including, but not limited to endurances, design drawings, models, working and detail drawings, data carriers, computer software, data files, photographs, lithographs, films, screen, screen printing matrices, punching knifes and - moulds, (foil) embossing plates and peripherals shall remain the property of Supplier, even if they are listed as separate items on the quotation, in the offer or on the invoice Supplier is not obliged to hand over to Counterpart the items referred to in paragraph 1. Supplier is not obliged to store the goods referred to in paragraph 1 of this Article for Counterpart. If Supplier and Counterpart agree that these goods will be retained by Supplier, this shall be for a period not exceeding one year and without the Supplier guaranteeing their suitability for repeated use GOODS ENTRUSTED TO SUPPLIER 21.1 With the care of a good keeper, Supplier will store the goods entrusted to him by Counterpart in connection with the performance of the Agreement Notwithstanding the preceding paragraph of this article, during the period of storage Counterpart shall bear all risks relating to the goods referred to in paragraph 1. Optionally, Counterpart himself should take out insurance for this risk Counterpart is obliged to ensure that prior to the submission to the Supplier of manuscripts, drawings, designs, photographs or an information carrier, a duplicate is made thereof. Counterpart should retain them in case the delivered goods are lost by the Supplier during storage or become unusable due to damage. In that case, Counterpart shall provide a new copy to Supplier upon request for compensation for material costs Counterpart grants pledge to Supplier on all goods brought by him into the power of Supplier in connection with the fulfilment of the Agreement with Supplier, for additional security of all that Counterpart may owe to Supplier in any capacity and for whatever reason, not claimable and conditional debts included. General Terms of Sale and Delivery 16 Page 15 of

16 22 22MATERIALS AND PRODUCTS SUPPLIED BY THE OTHER PARTY If Counterpart agreed with Supplier that Counterpart shall provide materials or Products for printing or for processing, he must arrange for such delivery in a manner regarded as timely and properly for the benefit of a normal planned production. Counterpart will request instructions to Supplier for this purpose In addition to the materials needed for the agreed performance, or the necessary Products, Counterpart is also obliged to provide for that operation, a reasonable quantity for proofs, spoilage, and the like. Counterpart will ask Supplier for a specification to this effect. Counterpart warrants that Supplier will receive a sufficient amount The confirmation of receipt of the material or the Products by Supplier does not imply acknowledgment that a sufficient or the quantity indicated on the transport documents has been received. Supplier is not obliged to examine the goods received from Counterpart prior to printing or editing, on the suitability for this purpose Supplier is obliged to point out to Counterpart particular difficulties or health risks during the printing or processing of materials and Products provided by him Supplier is entitled to dispose of the waste such as cutting waste of materials and Products provided by Counterpart, as if it were his property. Counterpart is obliged to pick up at Supplier, at the first request of Supplier, unused materials and Products and the aforementioned residues APPLICABLE LAW AND COMPETENT JUDGE 23.1 On all Agreements concluded by Supplier only Dutch law applies. The Vienna Sales Convention (CISG) is expressly not applicable All disputes between the Supplier and Business Counterpart be settled exclusively by the District Court for the Central Netherlands. Version: General Terms of Sale and Delivery 16 Page 16 of

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