GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

of

ROMATRAXX Packaging,

With the registry of the Chamber of Commerce and Industry in Alkmaar

under number 59690798 

Article 1: Applicability

1.1 These general terms and conditions of sale and delivery apply to all offers and agreements between ROMATRAXX Packaging, and a purchaser, to which ROMATRAXX Packaging has declared these terms and conditions applicable, unless otherwise agreed in writing between the parties.

1.2 The purchaser’s general terms and conditions do not apply, unless ROMATRAXX Packaging has consented to the applicability thereof in writing.

Article 2: Offers and agreements

2.1 All offers are free of obligation and valid for 30 days, unless otherwise specified by ROMATRAXX Packaging.

2.2 Offers are based on the illustrations, specifications and samples submitted and the prices and exchange rates in force at that time.

2.3 ROMATRAXX Packaging is only bound to an offer accepted by the purchaser or a contract awarded by the purchaser following written confirmation by ROMATRAXX Packaging.

2.4 The content of price lists, leaflets, printed matter, illustrations, drawings and photos, and specified dimensions and other descriptions are not binding for ROMATRAXX Packaging, unless the agreement explicitly refers to such documents. Minor variations do not constitute grounds for dissolution, cancellation or compensation.

Article 3: Prices

3.1 All prices are quoted exclusive of VAT and excluding transport, unless otherwise indicated.

3.2 ROMATRAXX Packaging is entitled to amend its prices. In the event of price changes, the purchaser, unless agreed otherwise in writing, is entitled to dissolve the concluded agreement by means of a written statement if it concerns a price increase of more than 10%. Dissolution must take place immediately after the purchaser has been notified of the price increase. If a price increase is a result of a statutory or other government measure, ROMATRAXX Packaging is entitled to pass on the increase to the purchaser, even where the price has been agreed as a fixed price, without this resulting in a right to dissolution on the part of the purchaser.

Article 4: Delivery and delivery time

4.1 Unless otherwise agreed, delivery is ex works. If one of the “Incoterms” is agreed as a term of delivery, the most recent version of Incoterms will apply as issued by the I.C.C. (the International Chamber of Commerce) prevailing at the time the agreement is concluded.

4.2 The purchaser is obliged to take delivery of the goods purchased at the moment that they are made available or delivered to it in accordance with the agreement. If the purchaser refuses to take delivery of the goods, or is late supplying information or instructions necessary for the delivery, the goods will be stored at the risk of the purchaser. The purchaser will then incur all the additional costs, including in all cases those relating to storage.

4.3 ROMATRAXX Packaging is entitled to deliver sold goods in parts. If the goods are delivered in parts, ROMATRAXX Packaging is authorized to invoice for each part separately.

4.4 A delivery time agreed upon is not a firm deadline, unless explicitly agreed otherwise.

4.5 The delivery time only begins when the purchaser has given ROMATRAXX Packaging all the information that ROMATRAXX Packaging indicates is necessary or that the purchaser should realize is necessary as part of the performance of the agreement. ROMATRAXX Packaging is authorized to extend the deadline by the period during which the purchaser has failed to pay any amount owed to ROMATRAXX Packaging once this has become payable.

Article 5: Complaints

5.1 The purchaser must (have someone) inspect the goods purchased at the time of the delivery. It must check whether the goods delivered conform to the agreement, i.e.:

- whether the right goods have been delivered;

- whether the goods delivered correspond with the agreement in terms of quantity (e.g. in number and volume);

- whether the goods delivered satisfy the agreed quality standards or – in the absence thereof – the standards that may be set for normal use and/or commercial purposes.

5.2 Complaints about delivered goods, packing notes and invoices must be made to ROMATRAXX Packaging in writing within 2 days of receipt thereof by the purchaser, under penalty of forfeiture of any claim against ROMATRAXX Packaging in this matter.

5.3 The purchaser’s obligation to pay for and accept goods purchased will continue to apply even if it makes a complaint in good time.

5.4 Goods may only be returned to ROMATRAXX Packaging with prior written consent.

Article 6: Indemnification

6.1 The purchaser indemnifies ROMATRAXX Packaging against claims from third parties on the basis of infringements of intellectual and/or industrial property rights of these third parties, if ROMATRAXX Packaging, at the request or instruction of the purchaser, has manufactured goods, has arranged for such to be manufactured and/or has affixed names, brand labels, illustrations or forms, or arranged for such to be affixed.

Article 7: Force majeure

7.1 Force majeure is understood to mean: circumstances that make it impossible to honor the obligation but that cannot be attributed to ROMATRAXX Packaging. If and in so far as the circumstances make it impossible or unreasonably difficult to honor an obligation, force majeure includes: strikes; a general lack of required raw materials and other goods or services required to render the performance agreed upon; unforeseeable delays at suppliers or other third parties on which ROMATRAXX Packaging depends; a circumstance in which a performance that is relevant in connection with the performance to be rendered by ROMATRAXX Packaging is not rendered, not rendered on time or not properly rendered; government measures that prevent ROMATRAXX Packaging from the timely and/or proper fulfillment of its obligations; excessive absences due to illness; terrorist attacks; limitation or discontinuation of the supply by public utilities; fire; delays caused by time lost through frost or other weather conditions and general transport problems.

7.2 During force majeure, the delivery obligations and other obligations of ROMATRAXX Packaging are suspended. If the length of time in which fulfillment of the obligations by ROMATRAXX Packaging is not possible on account of force majeure lasts longer than three months, both parties are authorized to dissolve the agreement without any obligation to pay compensation.

Article 8: Retention of title

8.1 For as long as the purchaser has not fulfilled all its payment obligations towards ROMATRAXX Packaging under any agreement for the delivery of goods between ROMATRAXX Packaging and the purchaser, goods already delivered remain the property of ROMATRAXX Packaging, without prejudice to the obligations of the purchaser to make prompt payment and without prejudice to the right of ROMATRAXX Packaging to claim compensation.

8.2 If the laws of the country of destination of the purchased goods offer opportunities of retaining the right of ownership that go beyond the provisions in paragraph 1 above, the parties shall accept that these further opportunities are expected to have been stipulated in favor of ROMATRAXX Packaging, on the understanding that when it cannot be objectively determined which further regulations this provision relates to, the provisions in paragraph 1 above continue to be effective.

8.3 Goods delivered by ROMATRAXX Packaging, which are subject to retention of title, may only be resold in the context of normal business activities. In the event of the liquidation or moratorium of the purchaser, however, reselling in the context of normal business activities is not permitted. Apart from that, the purchaser is not authorized to pledge the goods or attach any other rights to them.

Article 9: Payment

9.1 Unless otherwise agreed, payment must be made within 8 days of the date of invoice. If the 8 days after the invoice date pass without full payment being received, the purchaser is in default; from this moment on, the purchaser will owe interest on the amount due that is equal to the statutory interest rate that applies to the mutual relationship between ROMATRAXX Packaging and the purchaser.

9.2 Payment must be effected without a reduction or offsetting of funds.

9.3 ROMATRAXX Packaging can request at any time that the purchaser provides security for the fulfillment of obligations under this agreement and, if the purchaser fails to do so, can suspend its obligations under the agreement and/or proceed with full or partial dissolution of the agreement.

Article 10: Debt collection costs

10.1 If ROMATRAXX Packaging institutes debt-collection measures against a purchaser who is in default, the costs of this collection (including extra-judicial and judicial costs) will be borne by the purchaser – with a minimum of 10% of the outstanding amount.

Article 11: Dissolution

11.1 The claims of ROMATRAXX Packaging against the purchaser become payable on demand in the following cases, among others:

- if, after the agreement has been concluded, ROMATRAXX Packaging becomes aware of circumstances that give ROMATRAXX Packaging good reason to fear that the purchaser will not fulfill its obligations; - in the event of the death, placement under guardianship, winding-up, bankruptcy or suspension of payments of the purchaser;

- if ROMATRAXX Packaging has asked the purchaser to provide security for the fulfillment of its obligations and this security is not forthcoming or is insufficient;

- if the purchaser is in default for some other reason and fails to meet its obligations under the agreement.

11.2 In each of the above cases ROMATRAXX Packaging is authorized to suspend further performance of the agreement, and/or to fully or partially dissolve the agreement. The purchaser will be obliged to compensate ROMATRAXX Packaging for any damage it has suffered. This will not prejudice other rights to which ROMATRAXX Packaging is entitled. 

Article 12: Change of address

12.1 The purchaser is obliged to pass on any changes of address in writing to ROMATRAXX Packaging immediately. Goods delivered to the purchaser’s last known address by ROMATRAXX Packaging are deemed to have been received by the purchaser.

Article 13: Dispute resolution and applicable law

13.1 Dutch law applies to all agreements between ROMATRAXX Packaging and the purchaser.

Article 14: Changes to the terms and conditions

14.1 ROMATRAXX Packaging is authorized to make changes to these terms and conditions. These changes take effect at the specified time of commencement.

ROMATRAXX Packaging will forward the new terms and conditions to the purchaser in good time. If no specified time of commencement has been notified, changes affecting the purchaser will take effect as soon as the latter has been notified of the change.