1. General
1.1 Our latest Terms and Conditions of Purchase shall apply exclusively to all orders and agreements for the purpose of purchase of goods by us from
the Seller. For purposes of these Terms and Conditions “the Seller” means: 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 Purchase Contract). We
shall not recognise contradictory provisions or provisions of the Seller that differ from our Terms and Conditions of Purchase, unless we have expressly
given our consent to their validity in writing. Our Terms and Conditions of Purchase shall also apply in the event that, being aware of contradictory
provisions of the Seller we conclude a Purchase Contract with the Seller 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 Seller acknowledges that it has not been induced, nor by us nor by other persons or entities on our behalf, to enter into a Purchase Contract with us.

2. Protection of Seller’s resources
2.1. By entering into a Purchase Contract with us, the Seller undertakes to maintain its commercial, industrial and financial resources (appropriate insurance
coverage included) at the level (i) corresponding to the nature and the extent of its legal and contractual obligations, responsibilities and liabilities, as
producer and/or seller of the Product(s) or as provider of Service(s), towards us, as well as the resources (ii) required to satisfy our contractual and
statutory rights.

2.2. If – prior to completion of the Purchase Contract – the Seller (i) detects any alteration of its aforementioned capacity, (ii) foresees that such alteration shall or
could reasonably take place before the agreed Product(s) and/or Service(s) under the Purchase Contract can be delivered/provided, it shall inform us in
due time and manner of its findings or reasonable suspicions to give us the time to determine the appropriate actions (in relation to our customers) and
remedies to be implemented, without prejudice to our other contractual and statutory rights (including but not limited to our right to terminate the Purchase
Contract and our right to claim damages or compensation).
If the Seller – for whatever reason – fails to comply with the Purchase Contract in any way due to alterations in its commercial, industrial or financial resources,
it shall be liable towards us for the additional costs, expenses and price differences caused by such breach of the Purchase Contract.

3. Provision of advice and information
3.1. The Seller is deemed to have knowledge, expertise and experience regarding (i) the nature, (ii) the chemical, physical or other characteristics, (iii) the
effects on the environment, and (iv) the conditions of use (including but not limited to packing, storage, shipment, loading, discharge, etc.) of the
Product(s). The Seller hereby undertakes to use its knowledge, expertise and experience to provide us with accurate, appropriate and reliable advice,
information, including material safety data, recommendations and/or instructions, in due time and manner (and at least in a sufficient time and
appropriate manner to enable us to fulfil our obligations towards our customers). The Seller acknowledges that its full knowledge of the nature, the
characteristics, the effects on the environment and the conditions of use of the Product(s) is an essential condition for the conclusion of the Purchase
Contract, reason why the Seller’s aforementioned duty to provide information and advice is not limited to the provision of advice, information, instructions
and/or recommendations required by us.

3.2. Any advice, instructions, information and/or recommendations provided by the Seller to us is relied on and/or acted upon entirely at the Seller’s risk. We
shall be entitled to claim from the Seller all expenses and charges arising from the implementation of or acting upon such advice, instructions, information
and/or recommendations.

4. Warranty – Inspection – Compliance
4.1. The Seller guarantees that the Product(s) and Service(s) supplied under the Purchase Contract, including their packaging shall be in conformity with
specifications, samples, requirements fixed in the purchase order and other documents forming part of the Purchase Contract, as well as (regulatory, at
least EU-) standards and requirements, and in any case free of any harmful impurities. The Seller shall be fully responsible and liable for any and all
issues relating to the Products(s), including but not limited to (i) their physical, chemical or other characteristics, (ii) their declared origin, (iii) their weighing
and moisture, when applicable, (iii) their compliance with specifications, samples, requirements fixed in the purchase order and other documents forming
part of the Purchase Contract, as well as (regulatory) standards and requirement, (iv) their origin/traceability, (v) their stable quality and (vi) the
sustainability of their production required to comply with our contractual requirements for the duration of the Purchase Contract),
(vii) their lack of apparent or non-latent defects, and (viii) their storage and transportation in accordance with their nature, the agreement between us
and the Seller, and the best international standards.

4.2. We can rely on any statement or certificate made or provided by Seller with relation to the goods, specifically but not limited to statements/certificates
provided with relation to the origin of the goods. Seller is fully liable for any misinformation/-representation in this regard.

4.3. Without prejudice to any of our other rights, the Seller shall indemnify, keep indemnified and hold us harmless against all actions or claims, liability, loss,
costs, attorneys’ fees, expenses and damages (whether or not foreseeable, direct or indirect) with respect to the aforementioned issues, including resulting
from the impossibility to deliver to third parties. The Seller shall, at its own expenses, if so requested by us, defend us against all such claims,
proceedings and suits.

4.4. We reserve our right to amend/modify the specifications, requirements (also on packaging), instructions, delivery or shipment schedules, including delivery
place and quantities ordered with respect to any order. We shall do so by means of a properly drawn change order to the Seller or its authorised agent.

4.5. The Seller agrees that when the parties did not agree on a particular inspection process nor the time frame for performing an inspection for examination of
the compliance of the Product(s) or Service(s) with the Purchase Contract, we shall be entitled to perform an inspection on the Product(s) and Service(s) at
any time of our choosing. We will inform Seller of such inspection. The results of inspections as meant under this clause [i.e. agreed between parties or in
the absence of an agreement thereto performed by us] are final and binding for all parties and there shall be no further inspections performed.

4.6. In case of disagreement on the results of an inspection or a claim, parties shall agree to one binding and neutral inspection.

4.7. Any alleged delay in (i) inspecting the Product(s) or Service(s), or notifying the Seller (ii) of alleged non-compliance, defects or damage, (iii) of our rejection
of the Product(s) or Service(s), or (iv) of our decision to return the Product(s) to the Seller, shall not be deemed an acceptance of such Product(s) or
Service(s) or be deemed a waiver of our right to inspect, claim, reject or return such Product(s) or Service(s) as provided in these Terms and Conditions.

4.8. In case we or our customer(s) under our contracts with them find the Product(s) or Service(s) damaged, defective or being non-conforming to the agreed
specifications and applicable standards and requirement, we shall have the right, without prejudice to any other of our legal or contractual rights, to impose
to the Seller the decisions we agreed upon with our own customer(s). The Seller shall comply with such decisions at its own costs.

4.9. When the Product(s) or Service(s) are found defective, damaged or non-complying with the Purchase Contract, Seller shall be in immediate default without
notice of default being required and we shall be entitled, at our sole and absolute discretion, to (a) require replacement of the Product(s) or Service(s) in
compliance with our own obligations towards our customer(s), or (b) to reject (the part of) the non-compliant Product(s) and dispose of it at the Seller’s
expense and to purchase identical or substitute products at the prevailing price or (c) require a reduction of price, without prejudice to our other rights
pursuant to these Terms and Conditions and the applicable law provisions (including but not limited to our right to immediately cancel the Purchase Contract
with respect to all or any undelivered part of the Product(s) and to hold the Seller liable for all damages, costs and expenses). Any excess charges,
expenses and price differences incurred subject to this clause shall be debited to the Seller.

4.10. The Seller shall be liable in full for the damages, cost, expenses and price differences we are entitled to pursuant to these Terms and Conditions and the
statutory provisions of any kind, irrespective of the insured coverage under the Seller’s insurance policy.

4.11. The Seller shall carry and maintain, at its own costs, an insurance against loss or damage of the ordered Product(s) caused during manufacture, packing,
storage, loading, transportation, discharge, etc.

4.12. We shall be entitled to invoke all aforementioned rights without prejudice to any other rights or claims pursuant to these Terms and Conditions or the
applicable law provisions against the Seller.

5. Delivery
5.1. The Seller undertakes to deliver the agreed Product(s) and to provide the agreed Service(s) at the place(s) and within the agreed delivery time frame(s).
Delivery in parts is not allowed. The Seller acknowledges that the agreed date(s) of delivery of the Product(s) and the performance of the Service(s) shall
be of the essence.

5.2. Unless otherwise agreed, the delivery time frame shall commence when agreement has been reached on all technical and commercial details and any
approvals required have been submitted.

5.3. The delivery time frame shall be deemed observed when all agreed Product(s) and Service(s) under the relevant purchase order have been physically
received by us or by our authorised agent at the agreed physical place(s) of delivery within the agreed time frame, therefore notwithstanding any Incoterm
agreed or other condition determining the moment the risk transfers.

5.4. The Product(s) shall not be shipped/delivered in instalments without our prior written consent in each instance.

5.5. If the Seller delays delivery or breaches other obligations to cooperate, the Seller is always in default immediately without notice of default being required.
We shall be entitled, at our choice, to either cancel the Purchase Contract, or to renegotiate the Purchase Contract and in addition to always also request
compensation for any loss or damage incurred in that respect, including any additional expenses, price differences following a covering purchase and
costs in that regard. It is for us to decide whether Seller will be allowed a further time frame to still comply with the contract or whether the Purchase
Contract will be cancelled already after the first breach. In case a further time period to deliver is agreed, Buyer will still compensate Seller any expenses
losses or damages incurred.

5.6. In case of delay we shall always and independent of other rights be entitled to receive as a fine 1% of the net price per calendar week the delay lasts, to a
maximum of 5% of the net price, always with the reservation of the right to claim the exact amount of damages entitled to in case the damage is
established higher.

5.7. If – at any time after the date of the Purchase Contract – the Seller, its supplier(s) or subcontractor(s) encounter conditions impeding timely delivery of the
Product(s) and/or Service(s) (in whole or in part), irrespective the nature and likely duration of the impediment (including but not limited to delays on the
part of the Seller’s suppliers/ subcontractors, shortages of material, strikes and lock-outs, natural catastrophes and/or unforeseen incidents of force
majeure, etc.), the Seller will promptly notify us or our authorised agent of the fact of the delay, its likely duration and its cause(s).

5.8. Should the Seller, its supplier(s) or subcontractor(s) encounter conditions impeding timely delivery of the Product(s) and/or Service(s), it shall do all the
necessary to comply with the Purchase Contract (including but not limited to meeting the agreed delivery time frame(s)) or at least to mitigate the losses
to be incurred by us due to the Seller’s breach of the Purchase Contract. This does not include employing other sources of the ordered Product(s) or
Service(s) than initially intended by the Seller without reaching an agreement thereto with Seller.

​

5.9. Should the Seller want to withdraw form the agreement due to (significant) difficulty or impossibility to comply with the Purchase Contract, including
(significant) difficulty or impossibility to perform agreed Service(s), we shall be entitled to claim damages, costs and expenses incurred due to the breach of
the Purchase Contract by the Seller.

5.10. A delivery note is required and shall mention the date (issue and dispatch) the contents (description of the goods and packed items, gross and net weight)
as our order reference (date and number). If the delivery note is not available, incomplete or not in conformity and this causes a delay in payment, we
shall not be liable for damages or costs resulting therefrom. In no case can there be marks on the package referring to other goods than the goods the
package contains. Seller is to indemnify and hold us harmless for any discrepancy in this regard.

5.11. When we may reasonably consider the Product(s) as being produced or delivered by the Seller in conditions not compatible with the delivery time or the
contractual quantities, and the Seller is not able to remedy its non-compliance compatible to our obligations towards our own customer(s) with respect to
time and quantity, we shall be entitled, at our sole and absolute discretion, to (a) reject any such Product(s) and to purchase them elsewhere at the
prevailing market price, or (b) accept any such Product(s) and freely dispose of them, without prejudice to our other rights (including but not limited to our
right to immediately cancel the Purchase Contract with respect to all or any supplied part of the Product(s) or Service(s) and to hold the Seller liable for
all damages).

5.12. The Product(s) supplied shall be packed correctly according to our dispatch instructions specified in the Purchase Contract, particular conditions or
other documents forming part of the Purchase Contract, and in any case according to the best international standards with regard to the Product
concerned.

5.13. The delivery and shipment process (including but not limited to loading, transportation, unloading, storage, marking, packing, etc.) implemented by the
Seller (or its service suppliers acting under its full responsibility and liability) shall comply with our instructions and requirements set out in the
Purchase Contract, particular conditions or other documents forming part of the Purchase Contract, provided to the Seller at the moment of conclusion
of the Purchase Contract or within a reasonable period thereafter leaving the Seller enough time to comply with those (additional) instructions and
requirements. This compliance with the Purchase Contract, particular conditions or specific documents shall not release the Seller from ensuring
that the shipment process is appropriate to (i) the best international standards, (ii) the nature and safety of the Product(s),
(iii) the nature and conditions of the controls of the Product(s) (including but not limited to weighting sampling, determination of moisture, assays, etc.)
and (iv) the nature of our rights (including but not limited to possession, ownership, security interest, etc.) on the Product(s) before delivery.

5.14. In case the Product(s) are delivered in a condition which makes them unsuitable for normal storage, loading and/or discharge, we reserve our right
(i) to refuse to store, load and/or discharge all or any part of the Product(s) so delivered, and (ii) to refuse to accept delivery of any part of such Product(s)
which is (are) yet to be delivered. We reserve the right to repack the goods without prejudice to any other of our legal or contractual rights. Seller is to
debit for the costs.

5.15. If – at the moment of the delivery or after the delivery – we take note that the quantity of the delivered Product(s) exceeds the ordered quantity, we
shall have the right, at our sole and absolute discretion, (i) to refuse acceptance of the excess, or (ii) (if already delivered) to return the excess to the
Seller or the party that delivered the Product(s) concerned on the Seller’s behalf. The Seller shall accept the refused/returned excess at its own expense.
A maximum excess of 2% in case of cargo in bulk is acceptable. A negative weight difference will not be accepted. In case of packed goods weight
differences are not acceptable.

5.16. If we decide, at our sole and absolute discretion, to accept the excess, any and all excess charges and/or expenses incurred therefrom and the
price differences will be debited to the Seller, without prejudice to our other remedies with respect to the aforementioned charges/expenses against the
Seller.

5.17. In case of sale by weight, the calculation shall, as a matter of principle, be based on the weight determined by the weight list of the receiving warehouse
and or at the final destination, which is binding and final between Seller and Buyer.

5.18. We shall be entitled to invoke all aforementioned rights without prejudice to any other rights or claims pursuant to these Terms and Conditions or the
applicable law provisions against the Seller.

6. Transfer of risk and ownership
Unless otherwise agreed the transfer of risk and ownership of the Product(s) shall pass unencumbered and unconditionally at the moment of physical delivery
of the Product(s) to us or to our representative(s), agent(s) or other person(s) known to the Seller to receive the Product(s) on our behalf at the agreed delivery
place. If no place of delivery is agreed, the place of delivery is the seat of buyer. However this clause shall not interfere with the relevant provisions of the
INCOTERMS in so far as the transfer of risk is concerned and thus applies in that regard unless otherwise agreed.

7. Invoices – Payment
7.1. The Seller’s request(s) for payment shall be made in writing and shall be addressed to us, accompanied by the invoice to our name. The invoice shall
contain a comprehensible description of the Product(s) delivered and/or Service(s) completed/ performed, and shall quote our order number, the country of
origin as the relevant VAT percentage if applicable. Failure to comply with the aforementioned shall entitle us to refuse payment.

7.2. Unless otherwise agreed in writing, the invoice(s) will be sent after the delivery of the Product(s) and/or provision of Service(s). Payment term is 30 days
after delivery unless otherwise agreed.

7.3. The prices charged by the Seller will not vary from the prices quoted by the Seller at the time of conclusion of the Purchase Contract.

7.4. In case we have the right to reject or return the Product(s) (or Service(s)) to the Seller pursuant to these Terms and Conditions or statutory provisions, we
shall also be entitled to withhold any payment due to the Seller under any Purchase Contract or any other contract between the Seller and us, until such
claim or rejection is settled.

7.5. The Seller acknowledges our right to set of any sum(s) due to the Seller under the Purchase Contract or any other contract or agreement with the Seller
against any sum(s) due by the Seller to us under the Purchase Contract or any other contract or agreement between us and the Seller. If there is a
breach of any provision or obligation of the Purchase Contract by the Seller, or if there is any assertion by other parties of any claim or lien against us,
we shall have the right to retain any payments due or to become due to the Seller, either under the Purchase Contract or any other contract or agreement
between us and the Seller until the Seller has remedied the situation to our satisfaction.

8. Assignment and substitution of contract
The Seller shall not assign and/or substitute any part of the Purchase Contract without our prior written consent, which we may withhold in our sole discretion.

9. Patents – Intellectual property and retention of title
The Seller shall indemnify and keep us indemnified against all claims and liabilities from patent disputes arising from the delivery and shall guarantee us
unrestricted de facto and de jure use of the supplied Product(s). Products supplied by us to Seller for the production of the goods to be delivered remain our
property, also when processed.

10. Cancellation and limitation of liability
10.1 Notwithstanding any other rights under these Terms and Conditions or pursuant to the applicable law, to cancel the Purchase Contract, we shall be
entitled to cancel the Purchase contract in case Seller is declared insolvent and / or suspension of payment is applied and / or any other measure falling
under the scope of the EU Insolvency Regulation or the insolvency regulations under the applicable law, has been applied or a procedure thereto has
been commenced. The latter shall also apply in case of attachments or seizures against Seller, either or not under us. We are entitled to cancel also in
case of extension or termination of credit line.

10.2 In case of an impediment for us to comply with the Purchase Contract (accept delivery, possibility to process ordered goods etc.) for a reason attributable
to Force Majeure, we shall inform Seller immediately of such impediment. Seller will not be entitled to claim damages including loss of profit, only incurred
costs for the performance of the Purchase Contract can be reimbursed to a maximum of the Contract Price.

10.3 Any claim of Seller against us shall only be admissible in case of intent or deliberate recklessness. Liability shall always be limited to the price of the
Purchase Contract to a maximum amount of € 100,000.-, unless the claim is insured and a payment under the insurance policy is made which is higher
than the amount of the limitation. In that case the claim is limited to the amount paid under the insurance. Each claim of Seller will expire unless legal
proceedings have been commenced one year after the claim arises.

11. Settlement of disputes – Place of jurisdiction – Final provisions
11.1 If a dispute or difference of any kind shall arise between us and the Seller in connection with or arising out of the Purchase Contract, the parties shall
make every effort to resolve such dispute or difference amicably by mutual consultation.

11.2 The place of jurisdiction shall always be Rotterdam. Claims under the Purchase Contract shall be brought before the competent judge of the court of
Rotterdam. At our sole discretion a claim can also be arbitrated before the TAMARA institute and under TAMARA rules in which case the court of
Rotterdam will no longer have jurisdiction. The competent judge of the court of Rotterdam shall still always have jurisdiction for interim proceedings and or
any urgent matter for which a decision in substantive proceedings cannot be awaited.

11.3 Dutch law shall apply.

11.4 The terms of the UN Convention on International Sale of Goods shall not apply.

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

11.6 The invalidity of individual provisions shall not affect the validity of the Purchase Contract or the validity of the remaining provisions.