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Terms and Conditions of Sale and Delivery

1. ​General points
1.1 Our latest Terms and Conditions of Sale and Delivery shall apply exclusively to all our services, offers and agreements. They shall
apply with respect to the Customer, that is: a natural person or legal entity or partnership with legal capacity that is exercising its
commercial or independent professional activity by concluding or attempting to conclude an agreement with us (the Agreement).
We shall not recognise contradictory provisions or provisions of the Customer that differ from our Terms and Conditions of Sale
and Delivery, unless we have expressly given our consent to their validity in writing. Our Terms and Conditions of Sale and
Delivery shall also apply in the event that, being aware of contradictory provisions of the Customer we carry out the delivery to
the Customer without reservations.

1.2 If the agreement is concluded and or confirmed in writing, only our written confirmation on the agreed terms (including specs) is leading.

1.3 The Customer acknowledges that it cannot rely on any warranty representation or undertaking, unless expressly included in
the Agreement.

1.4 The Customer acknowledges that it has not been induced, nor by us nor by other persons or entities on our behalf to enter into
an Agreement with us.

2. ​Conclusion of Agreement and prices
2.1 Our offers are non-binding. Verbal subsidiary agreements and assurance shall only become binding as a result of our written

2.2 The Agreement is subject to correct and timely actual delivery to us by our suppliers.

2.3 Unless stated otherwise in the order confirmation, our prices shall apply „ex-delivery works“ or „ex-stock“. The prices shall be
understood to be exclusive of value added tax.

2.4 In the event that, following conclusion of the Agreement, price development outside our control takes place on the raw materials
market, as a result of an introduction of or increase in customs duties and taxes, we reserve the right to pass this price development
on to the Customer, even if the above elements enter into force retroactively.

2.5 Unless stated otherwise in the order confirmation, the purchase price shall fall due as agreed in our written confirmation. In case
of a dispute on weight, Customer is still obligated to pay 90% of the purchase price within the payment term until the dispute
is resolved.

2.6 In case of late payment (for whichever reason) an interest of 1% per month over the amount due shall be recoverable from Customer
until payment in full is received. All actual (extra-legal) costs involved with attempts (either or not through a legal counsel) to receive
the payment shall be recoverable from Customer to a minimum of 15% over the amount due.

2.7 Failure to comply with the terms of payment, delayed payment or other circumstances that reduce the credit standing of the
Customer shall entitle us to demand payment for all claims from the ongoing business relationship with immediate effect, also if
resulting from older Agreements concluded.

2.8 Payment is due without any right of retention / suspension or set off.

2.9 We reserve the right to withhold delivery or cancel the contract in case of:
– (Submission of a request for) insolvency/suspension of payment or any other measures considered as an insolvency measure
– Attachments, seizures or arrests against Customer
– Extension or termination of credit line

3. ​Delivery and transfer of risk
3.1 Delivery time frames shall require our express confirmation. The delivery time frame shall commence only when agreement has
been reached on all technical and commercial details and any approvals required have been submitted.

3.2 Any changes requested by the Customer within the delivery time frame shall interrupt the delivery time frame accordingly. We reserve the right to plead the defence of non-performance of contract.

3.3 The delivery time frame shall be deemed observed if, prior to its expiry, the delivery item has left the warehouse or readiness for shipment has been announced.

3.4 In the case of delivery of bulk goods, a discrepancy of up to 5% more or less (or 2% in case of packed goods) than the agreed quantity of goods shall be regarded as performance in accordance with the Agreement and shall not affect the purchase price.

3.5 Deadline and time frame agreements shall be subject to the proviso that no delivery delays on the part of the supplier, shortages of material, congestion in the port, immobilisation or delay of vessels, strikes and lock-outs, customs (authorities) delay, fail of
systems (for example for fumigation) natural catastrophes and/or other unforeseen incidents of force majeure delay deliveries and services. If an impediment in the aforementioned sense occurs there is no entitlement to claim damages and delivery if still
possible shall take place as soon as possible.

3.6 In cases where the service is not available or cannot be provided, we shall be entitled to either withdraw from the Agreement or
deliver within a reasonable time period if we have notified the relevant Customer of the non-availability of the service due immediately.
After receiving such information from us, the relevant Customer may request that we declare whether we will withdraw from the
Agreement or deliver within an appropriate time frame. In the event that we do not declare our intention, the Customer shall be
entitled to withdraw from the Agreement. The Customer may not reject partial deliveries unless it has a justified interest in said
rejection. In case the non-availability is a result of an incident as provided for in aforementioned paragraph and in case of with-
drawal from the Agreement, Customer is not entitled to any other compensation than reimbursement of the Customer for return
services from it that have already been received. All also subject to the provisions of article 5.

3.7 If the Customer falls behind with payment – including in relation to previous orders or partial deliveries – we shall be released
from any delivery time frame.

3.8 If the Customer delays acceptance for whichever reason or breaches other obligations to cooperate, we shall be entitled to
request compensation for any loss or damage incurred in this respect, including any additional expenses. This shall not affect
our other claims or rights.

3.9 Unless otherwise agreed Customer shall have the risk of the goods from the moment delivery takes place (in the sense of the
relevant Incoterm agreed).

4. ​Securities and obligations of Customer
4.1 All goods delivered shall remain our property (goods subject to retention of title) until all claims have been satisfied. We shall
reserve ownership of the purchase item until all payments have been received. This shall also apply for claims arising from earlier
or later agreement, account relationship. The worked or processed item shall be regarded as goods subject to retention of title.

4.2 We shall be authorised to assign the payment claims we hold against the Customer.

4.3 In the event of behaviour contrary to the Agreement on the part of the Customer, particularly delayed payment, we shall be entitled
to take back the purchase item. The act of taking back the purchase item shall indicate withdrawal from the Agreement on our
part. After taking back the purchase item, we shall be authorised to dispose of it, and the proceeds of the disposal shall be offset
against the Customer‘s liabilities – minus reasonable disposal costs.

4.4 The Customer undertakes to handle the purchase item with care; in particular, it undertakes to insure the item against damage,
caused by amongst others fire, water and theft at its own expense, with the insured sum being adequate to cover the replacement

4.5 In the case of pledges and other interventions by third parties, (request for) insolvency or suspension of payment and or other
insolvency measures, the Customer must notify us in writing without delay. The Customer shall be liable to reimburse us for the
judicial and extra-judicial costs of action and loss incurred by us.

4.6 The Customer shall be entitled to sell on the purchase item in the ordinary course of business; however, it hereby assigns to
us all claims to the value of the final invoice amount (including VAT) of our account receivable which it comes to hold against
its purchasers or third parties as a result of the resale, irrespective of whether the purchase item has been sold on following
processing or without processing. The claim assigned to us by the Customer in advance shall also pertain to the recognised
balance and, in the event that the Customer goes bankrupt, to the „causal“ balance that then exists. The Customer shall remain
authorised to collect this claim even following assignment. This shall not affect our entitlement to collect the claim ourselves.
However, we undertake not to collect the claim as long as the Customer fulfils its payment obligations from the proceeds collected, 4.7 does not fall behind on payment and, in particular, as long as no application to open composition or insolvency proceedings is
filed and cessation of payment does not take place. However, if the above does occur, we may request that the Customer notifies
us of the assigned claims and the relevant debtors, provides us with all the information required for collection, hands over the
corresponding documents and informs the debtors (third parties) of the assignment.

4.8 If the purchase item is processed, combined or mixed with other objects that do not belong to us, we shall acquire joint ownership
of the new item in the ratio of the value of the purchase item (final invoice amount, including VAT) to the other objects used at
the time of processing. If processing takes place in such a way that the Customer‘s item is to be regarded as the main item, it
shall hereby be agreed that the Customer shall transfer proportional joint ownership or expectant rights to us. The Customer shall
safeguard the sole ownership or joint ownership that has been obtained in this way for us.

4.9 The Customer may only sell on the goods subject to retention of title in the ordinary course of business, in accordance with its
normal terms and conditions of business and so long as it is not behind on payments, with the proviso that the Customer retains
the title to said goods and the claims arising from the resale are transferred to us. The Customer shall not be entitled to dispose
of the goods subject to retention of title in any other way. The use of the goods subject to retention of title to fulfil contracts for
works and services shall also be deemed resale.

4.10 The claims held by the contracting partner from resale of the goods subject to retention of title shall hereby be assigned to us.
They shall be used as collateral to the same extent as the goods subject to retention of title.

5. ​Warranty and liability
5.1 The Customer‘s warranty rights presume that the Customer has fulfilled its statutory duties regarding inspection of goods and
notification of defects in an orderly fashion. In particular, the Customer must inspect the goods immediately following receipt and
issue written notification of any defects immediately, and no later than within 8 workdays following receipt. The Customer shall not
be entitled to bring claims of any type whatsoever with regard to the defects that have not been notified, or that have been notified
belatedly. A certificate of analysis is for mere reference.

5.2 We shall have the right to analyse the goods ourselves upon receipt of a notification of defect.

5.3 The Customer must submit claims relating to the amount of the invoice sum to us in writing within 15 workdays after the invoice
date, as otherwise all rights in that respect shall lapse. If the payment time frame is longer than thirty days, the Customer must
submit its claims in writing, no later than within thirty days of the date of invoice.

5.4 In so far as the delivered item is to be considered in non-conformity with the agreed, we shall be entitled to carry out supplementary
performance in the form of replacement of the delivered item.

5.5 We shall not accept any responsibility for the goods being suitable for a specific purpose, unless we have expressly agreed to
such a liability in writing.

5.6 We shall not accept any liability for defects that result from goods descriptions and/or specifications from the relevant Customer.
Only the descriptions and/or specifications on our confirmation are relevant. Certificates are considered as merely a reference in
this regard. Furthermore, we shall not accept any liability for damage occurring as a result of moisture, temperature, weather or
climate, that is chemical or electrochemical in nature, and/or that occurs as a result of other natural events.

5.7 Subject to article 5.11, our liability to pay compensation of any kind shall be limited to the damages or losses against which we
are insured on the basis of an insurance policy concluded by us or on our behalf. However, this shall never exceed the amount
that will be paid out by this insurance policy in the relevant case.

5.8 If we, for whatsoever reason, cannot assert the limitation in line with the previous paragraph, the obligation to pay compensation
shall be limited to a maximum of 15% of the total order sum (plus VAT). If the Agreement pertains to parts or to partial deliveries,
the obligation to pay compensation shall be limited to a maximum of 15% of the order sum (plus VAT) for this part or this partial

5.9 The following shall not be taken into consideration for compensation:
– Consequential damage, including but not limited to for example losses resulting from interruptions to business operations,
loss of production, loss of profits, transport costs and travel and accommodation costs. If possible, the Customer may insure
itself against these types of damage or loss:
– Supervision damage. Among other things, supervision damage shall be understood as damage inflicted on the items that are
being worked on, or the items located in the vicinity of the site where work is being carried out, as a result of execution of the
work or in the course of said work. If appropriate, the Customer may insure itself against these types of damage or loss:
– Damage that is caused by wilful intent or gross negligence on the part of our vicarious agents or of subordinates who are
dependent upon our instructions.

5.10 The Customer shall indemnify us against all third-party claims; especially resulting from a defect in a product that has been
supplied by it to a third party and that is (also) made up of products and/or materials supplied by us. The Customer undertakes
to reimburse us for all losses incurred in this regard, including the costs of our defence (in their entirety).

5.11 Unless specified otherwise above all liability is excluded, unless caused by our intent or gross negligent, which does not included
the intent or gross negligence of an employee or a person used for the performance of the Agreement.

5.12 Each claim shall expire unless legal proceedings have been commenced within 12 months after the claim arose.

6. Place of jurisdiction – Place of performance – Final provisions
The place of jurisdiction shall be Rotterdam. The competent judge of the court of Rotterdam has exclusive jurisdiction in any dispute
with Customer either on contractual or non-contractual grounds. At our choice such dispute can also be arbitrated under TAMARA
rules and in Rotterdam, excluding the jurisdiction of the Rotterdam court.

6.1 Dutch law shall apply with the exclusion of articles 7:17, 21, 23, 6:74 and 6:265 DCC. The terms of the UN Sales Convention
shall not apply.

6.2 If a Customer that has its seat in a different country than the country where the goods are stored / located, picks up the goods for
transfer to another country the Customer must provide us with the export clearance documents for tax purposes. Failure to do so
will entitle us to invoice the VAT applicable of the country where the goods are located.

6.3 The INCOTERMS in their relevant valid version shall be decisive for the interpretation of trading clauses.

6.4 The invalidity of individual provisions shall not affect the validity of the Agreement or the validity of the remaining provisions.

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