General conditions of sale and delivery

Nuvama B.V. December 2018

Article 1 – General

1.1 In these general terms and conditions (“Terms and Conditions”), the following terms shall have the following meanings:

• Seller: Nuvama B.V.
• Buyer: any natural or legal person who negotiates the establishment of an Agreement with Seller and/or enters into an Agreement with Seller.
• Agreement: an Agreement between Buyer and Seller pursuant to which Seller supplies Products.
• Products: goods, services and/or advice from Seller, in the broadest sense of the word.

1.2 These Conditions apply to all offers, quotations, order confirmations, Agreements and all related (legal) acts of Seller and Buyer. In case of conflict, the Agreement shall prevail over the Terms and Conditions.

1.3 The applicability of Buyer’s general terms and conditions, however named, is expressly rejected by Seller.

1.4 Deviations from these Terms and Conditions and from the Agreement shall be valid only if and to the extent that they have been expressly set forth in writing by Seller and shall apply only once.

1.5 In the event of nullity, annulment or otherwise not applicable of (a part of) one or more provision(s) of the Conditions, the remaining provisions will continue to apply in full. Whenever possible, the meaning of the void, annulled or inapplicable provision will be acted upon.

Article 2 – Formation of Agreements

2.1 All offers, quotations, order confirmations and statements made by or on behalf of Seller are entirely without obligation.

2.2 An Agreement shall only be established if a written Agreement signed by both parties is concluded, or if Seller sends an order confirmation to Buyer by email or in writing, which order confirmation shall in such case be considered a correct and complete representation of the Agreement concluded between Seller and Buyer.

2.3 If no written Agreement has been concluded and no order confirmation has been sent either, the parties shall nevertheless be bound if Seller begins to perform the Agreement. The invoice shall in that case be considered the Buyer’s order and the correct representation of the Agreement between Seller and Buyer.

2.4 Buyer shall not be entitled to assign this Agreement and/or any rights and obligations arising therefrom in whole or in part to any third party without the prior written consent of Seller.

Article 3 – Prices and payment

3.1 Unless otherwise stated, prices are in Euro and exclusive of VAT, other costs, taxes, levies, duties and import and export duties payable by law. The Buyer shall bear the exchange risk in the event of payment in foreign currency.

3.2 Prices are based on the cost factors and cost price elements applicable at the time the Agreement was concluded, such as: import and export duties , freight and insurance, unloading costs, levies and taxes, raw materials, electricity and gas, products and services obtained from third parties, salaries, social security charges and insurance premiums. The Seller is entitled to adjust the agreed prices if the price of cost factors has increased in relation to the prices on which the Agreement is based. Buyer undertakes to accept a price increase of 10%.

3.3 Payments shall be made within 14 (fourteen) days of the invoice date. Buyer shall pay the invoiced amounts without deductions, discounts or offsets and shall not be entitled to suspend any payment obligation to Seller.

3.4 All payment deadlines are final. If no payment has been made within 14 (fourteen) days of the invoice date, the Buyer shall be in default forthwith and all claims of the Seller against the Buyer, on any account whatsoever, shall become immediately due and payable. In that case the Buyer shall owe the statutory commercial interest (Art. 6:119a of the Dutch Civil Code) in addition to the invoice amount from the due date of the invoice. In addition, in the event of late payment, all judicial and extrajudicial collection costs shall be borne by the Buyer. The extrajudicial collection costs are set at 15% of the principal amount, including VAT, with a minimum of € 250, without prejudice to the Seller’s right to demand reimbursement of the actual costs if these are higher and without prejudice to the costs of legal proceedings or arbitration.

3.5 Complaints regarding an invoice must be submitted in writing to Seller within 8 (eight) days of the invoice date. After this period, complaints will no longer be taken into consideration and the Buyer will have exhausted its rights. A complaint will not suspend the payment obligation.

3.6 Seller shall at all times be entitled to require an advance payment from Buyer, or any form of security including but not limited to liens and bank guarantees, to which Buyer shall be obliged to cooperate.

Article 4 – Delivery and delivery times

4.1 Unless expressly agreed otherwise, deliveries are made ex works and the Products travel at the expense and risk of the Buyer.

4.2 Seller shall be entitled to make and invoice separately for partial deliveries.

4.3 The stated delivery times are approximate and are not firm deadlines. Exceeding delivery times does not entitle the Buyer to compensation, except in the case of intent or gross negligence on the part of the Seller.

Article 5 – Advertising and quality

5.1 Complaints concerning the quantity of delivered Products and complaints concerning defects or damage must be made immediately after delivery and be noted by Buyer on the receipt provided to Seller, after which also written complaints must be made within 8 (eight) days after delivery, stating reasons. Complaints concerning quality or deviations from the specifications and other complaints must be made in writing and with reasons within 8 (eight) days of delivery. After the expiry of these periods, the right to complain shall lapse and complaints shall no longer be considered. Complaints shall not entitle the Buyer to suspend its payment.

5.2 The right of complaint lapses if Buyer has worked on the Products in the broadest sense of the word, for example has processed or mixed them.

5.3 If the complaint is well-founded, the Seller shall, at its discretion, either issue a credit note or deliver a replacement (similar) Product, only after the originally delivered Products have been returned. The Seller shall not be obliged to pay any (further) damages. Credit notes shall in principle only be offset against outstanding invoices and shall only be paid by Seller if no outstanding invoices or other offsetting claims exist.

5.4 Legal actions must be brought by the Buyer within 6 (six) months after the timely claim under penalty of lapse.

Article 6 – Force Majeure

6.1 If Seller is prevented by force majeure from fulfilling its obligations to Buyer, the period within which Seller must fulfil its obligations will be extended by the duration of the force majeure situation. Force majeure shall in any case be understood to mean any circumstance independent of Seller’s will, such as, but not limited to, exceptional weather conditions, illness of persons employed by Seller, strikes, government measures, wars, failure of machinery and/or breakdowns, delays on the part of the Seller or impossibility of procuring raw materials, semi-manufactured products, equipment, fuel or transport, changes in the product range of suppliers, import and export bans or import and export impediments, transport impediments, all this if they occur at the Seller’s company as well as at its suppliers.

6.2 If the force majeure situation has lasted longer than 2 (two) months, or if it is certain that it will last longer than 2 (two) months, both parties are entitled to dissolve the Agreement for the part that has not yet been fulfilled by the Seller.

6.3 In case of force majeure, Buyer shall not be entitled to compensation.

Article 7 – Retention of title

7.1 Seller retains title to all Products delivered until all of its claims against Buyer with respect to each Agreement or otherwise have been paid in full to Seller.

7.2 As long as ownership of the Products has not passed to the Purchaser, the Purchaser may not sell, pledge, grant to third parties any other right to the Products, except within the normal course of its business.

7.3 The Seller shall be entitled to unhindered access to the Products it owns. The Purchaser shall cooperate fully with the Seller in order to give the Seller the opportunity to exercise its retention of title by retrieving the Products, including any dismantling necessary for that purpose.

7.4 The Purchaser is obliged to keep the Products delivered under reservation of ownership with due care and as recognizable property of the Seller.

7.5 If the Purchaser is in default of payment and the Seller repossesses the delivered Products pursuant to the retention of title as a result, the costs thereof shall be borne by the Purchaser.

7.6 If and so long as Seller is the owner of the Products, Buyer shall immediately inform Seller if they are or threaten to be seized or otherwise claimed for (any part of) the Products. The Purchaser shall also inform the third party of the Seller’s (ownership) rights.

Article 8 – Suspension and dissolution

8.1 Seller shall, if Buyer defaults in any obligation to Seller, or if Seller may reasonably expect that Buyer will default in the performance of any obligation to Seller, for example if it learns that Buyer’s creditworthiness is declining, be entitled to suspend the (further) performance of its obligations under the Agreement by written notice, without Seller being liable to pay any compensation, all this without prejudice to its other rights.

8.2 In the case where the Buyer:

• becomes insolvent, is declared bankrupt, is admitted to the Legal Debt Rescheduling Scheme for Natural Persons, applies for his own bankruptcy or 
uspension of payments or admission to the Legal Debt Rescheduling Scheme for Natural Persons, renounces assets, or has all or part of his assets attached;
• is placed under guardianship or otherwise loses the power of disposition of its assets or parts thereof;
• proceeds to discontinue or transfer all or part of his business, including the contribution of his business to a company to be incorporated or already in existence, or proceeds to change the objects of his business;
• passes away;
• does not comply, does not comply on time and/or does not comply properly with any obligation incumbent on him by virtue of the law or the Agreement or Conditions;
the Seller shall be entitled to rescind the Agreement in whole or in part with immediate effect, without notice of default or judicial intervention, by means of a written notification, all this without prejudice to its other rights.

Article 9 – Liability

9.1 Seller is not liable for the damage suffered by Buyer or third parties except insofar as such damage is the direct result of intent or deliberate recklessness on the part of Seller.

9.2 Without prejudice to the provisions of the previous paragraph, Seller’s liability shall be limited to the invoice value of that part of the Agreement from which the liability arose.

9.3 Seller shall in no event be liable for indirect damages such as consequential damages, damages for delay and loss of profits or turnover.

9.4 Buyer shall indemnify and hold Seller harmless from and against any and all third party claims directly or indirectly related to (the use of) the Products and shall reimburse Seller for all damages Seller suffers as a result of such claims.

Article 10 – Disputes and applicable law

10.1 These Terms and Conditions, as well as the Agreement, are governed by Dutch law.

10.2 All disputes that may arise in connection with the Agreement or these Terms and Conditions shall be settled exclusively by the District Court in Overijssel, location Zwolle, or another competent court at the discretion of the Seller.