Terms and Conditions Ebo van den Bor B.V.

In these general terms and conditions, the following definitions apply:

a. the wholesaler: Ebo van den Bor B.V., as well as its affiliated companies.

b. customer: the natural or legal person with whom the wholesaler has entered into an agreement for the delivery of goods and/or services.

c. agreement: the agreement between the wholesaler and the customer that comes into being through the wholesaler's explicit acceptance of offers and/or orders.

1. These general terms and conditions apply to the formation, content and performance of all agreements concluded between the customer and the wholesaler and its affiliated companies.

2. General terms and conditions of contracting parties and/or third parties shall only apply if this has been expressly accepted by the wholesaler and confirmed in writing.

3. The customer may only invoke deviating and/or additional provisions if and insofar as these have been expressly accepted in writing by the wholesaler.

4. The customer with whom a contract has been concluded under the present terms and conditions agrees to the applicability of these terms and conditions to subsequent agreements between him and the wholesaler.

1. All quotations are without obligation unless expressly stated otherwise.

2. In the case of a composite quotation, there is no obligation to deliver part of the quotation at a proportionate part of the price quoted for the whole.

1. Information regarding the composition, quality and properties of the products supplied by the wholesaler is provided to the best of the wholesaler's knowledge, but does not constitute any guarantee.

2. The wholesaler reserves the right at all times to determine that, in its opinion, the products will only be supplied in certain minimum quantities.

1. The agreement shall only be binding on the wholesaler after explicit acceptance.

2. Every agreement with the wholesaler shall be entered into subject to the condition precedent that the customer proves to be sufficiently creditworthy on the basis of information to be obtained by the wholesaler.

3. The wholesaler reserves the right to refuse orders without stating reasons. In such cases, the wholesaler shall not be liable for damages to the customer.

1. Unless otherwise agreed, the prices quoted are ex warehouse and exclude VAT.

2. The wholesaler is entitled to increase the agreed price if cost-increasing factors arise after the agreement has been concluded. Cost-increasing factors are in any case understood to mean price increases calculated by the wholesaler's suppliers, increases in wages, social security contributions, taxes or other levies.

3. If the wholesaler increases the price on the basis of the provisions of the previous paragraph, the customer is entitled to cancel the order, provided that he notifies the wholesaler in writing immediately after becoming aware of the price increase and reimburses the wholesaler for the direct costs incurred. The customer remains liable for the originally agreed price for any goods delivered in connection with the cancelled order.

1. Delivery shall take place ex-wholesaler's warehouse, unless another form of delivery has been agreed.
   If carriage paid delivery has been agreed, the wholesaler shall determine the method of transport and the nature and method of delivery and the costs thereof.

2. If delivery to the warehouse is agreed, notification that the goods purchased by the customer are ready for transport shall constitute delivery. If the customer has not collected the goods from the address specified by the wholesaler within two days of this notification, the wholesaler shall be entitled to charge the customer for the costs of storing the goods. If part of the order is ready, the wholesaler may, at its discretion, proceed with delivery or wait until the entire order is ready. For invoicing purposes, partial deliveries will be considered separate agreements.

3. Unless expressly agreed otherwise, delivery times shall never be regarded as strict deadlines. Even in the case of an agreed strict deadline, the wholesaler shall only be in default after the customer has given notice of default and set a reasonable period for delivery.

4. The risk of the goods shall pass to the customer at the time of the agreed form of delivery.
   

1. If, due to force majeure on the part of the wholesaler, the performance of the agreement is delayed by more than four weeks, both the wholesaler and the customer are entitled to terminate the agreement. In that case, contrary to Article 7.5, the wholesaler can only claim compensation for the costs it has incurred.

2. If the force majeure occurs while the agreement has already been partially performed, the wholesaler is entitled to demand payment for the part of the agreement that has already been performed.

3. For the purposes of these terms and conditions, force majeure is understood to mean any circumstance beyond the control of the wholesaler that permanently or temporarily prevents the performance of the agreement, including, but not limited to, war, threat of war, riots, strike, government measures, fire, lack of raw materials, machine defects, transport difficulties and late delivery by suppliers of the wholesaler.

4. If the wholesaler proceeds to dissolve the agreement on the grounds of force majeure, it is not obliged to compensate the customer for any damage.

1. The customer is obliged to check the goods thoroughly for defects immediately after delivery. Defects do not include minor deviations in quantity, quality, colour or weight, among other things, that are considered acceptable in the trade or are technically unavoidable.

2. Complaints about deliveries of all our products must be submitted in writing to the wholesaler within 24 hours of delivery of the goods. If the customer has not submitted a complaint within the applicable period, he is deemed to have agreed to the condition in which the goods were delivered and any right to complain lapses.

3. After registered receipt of the complaint, the wholesaler will investigate its validity as soon as possible. The customer must assist the wholesaler in this investigation.

4. In the event of a justified complaint, the wholesaler shall have the choice of: a. taking back and replacing the goods, or; b. terminating the purchase agreement, or; c. crediting a reasonable reduction in the sales price. The return of the goods shall be at the expense and risk of the customer and shall only be possible after the wholesaler has agreed to this.

5. Complaints never entitle the customer to terminate the agreement or to withhold payment in whole or in part. Under no circumstances can the customer claim compensation.
   

1. Packaging is charged to the customer by the wholesaler at cost price.

2. For packaging returned to the wholesaler at the customer's expense, the customer will receive a credit invoice equal to the cost price charged, unless the returned packaging is in poorer condition than when it was delivered to the customer, in which case a reasonably determined lower amount will be credited. Only packaging supplied by the wholesaler can be returned.

1. The wholesaler retains ownership of all goods delivered until all its claims against the customer relating to the goods delivered by the wholesaler to the customer under the relevant agreement have been paid in full. The retention of title also extends to claims relating to the customer's failure to comply with the relevant agreement.

2. If the customer fails to fulfil its obligations referred to in the previous paragraph, the wholesaler is entitled to take back the goods delivered under retention of title but present at the customer's premises immediately and without prior notice of default. If the wholesaler exercises its right of repossession, the agreement will be dissolved in whole or in part without judicial intervention, without prejudice to the wholesaler's right to compensation for damage and costs.

3. If the customer has sold and delivered goods still subject to the wholesaler's retention of title to third parties, the customer's claim against the third party shall replace the ownership and that claim shall be deemed to have been assigned by the customer to the wholesaler in advance. The customer is obliged to notify the third party of this assignment.
   

1. The wholesaler is not liable for costs, damages and interest that may arise for the customer as a result of acts or omissions on the part of the wholesaler, persons employed by the wholesaler or third parties engaged by the wholesaler, unless there is gross negligence. Liability for business, consequential or indirect damage is always excluded.

2. The wholesaler's liability shall in any case be limited to the invoice amount of the goods delivered to which the liability claim relates.

3. If the wholesaler is held liable by a third party for any damage for which it is not liable under the agreement with the customer or these terms and conditions of delivery, the customer is obliged to fully indemnify the wholesaler and to reimburse it for everything it has to pay to that third party.

1. Without prejudice to the cases referred to in the Act, if the customer fails to fulfil its obligations, the wholesaler shall have the right, without notice of default and without judicial intervention, either to suspend the performance of the agreement for a maximum of three months or to dissolve it in whole or in part, without the wholesaler being liable for any compensation and without prejudice to the wholesaler's other rights.

2. The wholesaler's right to suspend or terminate the agreement in whole or in part shall also apply if there are serious doubts as to whether the customer is able to fulfil its contractual obligations towards the wholesaler, as well as in the event of bankruptcy, suspension of payments, liquidation, transfer of the customer's business and furthermore in the event that the customer's goods are seized, or the customer is placed under guardianship or otherwise loses the power of disposal over its assets or parts thereof.

3. The customer is only authorised to suspend its obligations under the agreement. The possibility of terminating the agreement between the wholesaler and the customer on the basis of Article 6:265 of the Civil Code is excluded.
   

1. Payment shall be made in cash. Unless otherwise agreed, payment shall be made within fourteen days of the invoice date without deduction or set-off. In the event of late payment, the customer shall be in default without prior notice of default being required by the wholesaler.

2. The wholesaler is entitled at all times and regardless of the agreed payment terms to require the customer to provide security for the payment of the amounts payable to the wholesaler under the agreement.

3. In the event of late payment, the customer shall owe interest from the due date of the invoices, equal to the statutory interest rate plus 2% of the invoice amount.

4. In the event of late payment, the customer shall be obliged to pay, in addition to the amount due and the interest payable thereon, full compensation for both extrajudicial and judicial collection costs. The extrajudicial costs amount to 15% of the principal sum with interest, with a minimum of €250.00.

5. Payments made by the customer will first be set off against any interest and costs owed and then against the longest outstanding invoices.
   

1. All disputes relating to an agreement to which these terms and conditions apply in whole or in part, or arising from further agreements resulting from such an agreement, shall be submitted to the District Court of Arnhem. However, the wholesaler retains the right to summon the other party to appear before the court with jurisdiction in the district of Almelo (the Netherlands) in accordance with the law.

2. Dutch law applies to agreements, general terms and conditions and any further agreements, as well as to disputes arising from them. The Vienna Convention on the International Sale of Goods of 11 April 1980 Trb 1981, 184 never applies.

If one or more provisions of the agreement concluded between the parties, including provisions of these general terms and conditions, are null and void or become legally invalid, the remainder of the agreement will remain in force. The parties shall consult on the provisions that are void or become invalid in order to agree on a replacement provision that approximates the purpose and scope of the void or voidable provision as closely as possible. These general terms and conditions were filed with the Chamber of Commerce for Gooi- en Eemland and Flevoland on 8 February 2012.