General Terms and Conditions of Sale and Delivery for DaklaPack Group

Chapter I — General

1. General

1.1 These general terms and conditions of sale and delivery apply to all proposals made, agreements entered into with, and products delivered and services provided by the DaklaPack Group, hereinafter to be referred to as: “DaklaPack”. DaklaPack means the private limited liability companies under the laws of the Netherlands: DaklaPack Group Holding B.V., DaklaPack Europe B.V., DaklaPack Filling B.V., DaklaPack Production B.V., DaklaPack Clinical Trials B.V. and their affiliates in accordance with section 2:24b of the Dutch Civil Code.

1.2 Any purchasing and/or other general conditions as used by the purchaser, i.e. the counterparty of DaklaPack, whether or not the agreement qualifies as a sale and purchase agreement, do not apply.

1.3 The provisions set out in these general terms and conditions can only be derogated from by DaklaPack expressly and in writing, or with the written consent of DaklaPack. Derogating provisions shall exclusively apply to the agreement for which the derogative clauses were devised. Otherwise the following terms and conditions shall remain in full force.

1.4 All proposals made by DaklaPack are offered without obligation, unless stipulated otherwise in writing. All agreements between DaklaPack and the purchaser shall only be binding and shall only take effect if they have been accepted by DaklaPack.

1.5 Changes to an agreement that already took effect can only be made as soon as and insofar as DaklaPack has confirmed these in writing.

2. Prices

2.1 Price quotations made by DaklaPack as well as prices agreed with DaklaPack are exclusive of VAT and they are based on the cost price factors at the time the agreement was entered into. Unless agreed otherwise all price quotations are made subject to price changes.

2.2 Should there be a price increase where one or more of the cost price factors are concerned, e.g. as a result of increased rights and/or taxes, factory prices, currency changes and so on, DaklaPack will have the right to pass on the increase to the purchaser and to increase the order price accordingly.

3. Delivery

3.1 The delivery times stated are merely an indication and can never be considered as a firm time, unless it was expressly agreed otherwise. A delivery time will only start from the moment on which the last condition as set out in the order confirmation has been fulfilled.

3.2 Exceeding the delivery terms, whatever the cause may be, does not entitle the purchaser to any damages nor may the purchaser terminate the agreement nor does it give the purchaser the right to not comply with any of its obligations under the agreement on hand or any other agreement between parties.

3.3 Unless expressly agreed otherwise the delivery will be EX WORKS, as referred to in the latest Incoterms. As soon as the sold goods left the premises of DaklaPack, the goods are for the risk of the purchaser, no matter the way of transport and/or vehicle.

3.4 If the purchaser remains in default, for whatever reason, to take delivery of the items and these are ready for dispatch, DaklaPack will have the right, at its own discretion, to either dissolve the agreement entirely or in part or to deliver the goods at the risk and the expense of the purchaser, or to store or have stored the goods at the risk and the expense of the purchaser either entirely or in part and to pass on the resulting costs to the purchaser or to claim damages.

4. Complaints

4.1 Complaints are defined as any grievances and complaints the purchaser may have as to the amount, the quality, damage to and/or the packaging of the items purchased.

4.2 Save as provided for in clause 4.4, DaklaPack shall only accept and handle complaints if these have been filed in writing within eight days after the delivery or making available of the items to the purchaser.

4.3 If DaklaPack considers the complaints filed in compliance with the provision made in 4.2, DaklaPack will have a choice of either substituting the faulty items at its expense, or to credit the purchaser for an amount that equals the price the purchaser paid for the items on hand.

4.4 The purchaser must check the items delivered by DaklaPack immediately after delivery in terms of amount, nature and quality. Complaints as to faults that could have easily been detected by simple sampling must be filed with DaklaPack in writing within three days after detection.

4.5 Exceeding the terms stipulated in articles 4.2 and 4.4 will result in the lapse of the right to complain.

4.6 No complaint shall ever entitle the purchaser to suspend payment of the purchase price or additional costs either entirely or in part, while any reference to a discount and/or compensation is expressly excluded.

4.7 Complaints with respect to deviations from the agreed specification shall never give rise to any claim, if these deviations fall within acceptable limits, whereas the following deviations are permissible:

(A) Regarding weight:

• 25%, if less than 500kg has been ordered;
• 20%, if between 500kg and 1000kg has been ordered;
• 15%, if between 1000kg and 2500kg has been ordered; and
• 10%, if more than 2500kg has been ordered.

(B) Regarding size:

• Both in the length, width and/or height, a deviation of 5%;
• In thickness, 10%.

(C). Regarding colour:

• Deviations in the colour of the print are permissible insofar as these deviations result from the applied procedure and material. Indications concerning colour fastness or non-perishability shall never qualify as a warranty.

(D) Slight deviations, such as but not limited to, deviations in quality, colouring, transparency.

5. Force majeure

5.1 Force majeure is defined as any nonattributable failure, including any event as a result of which compliance with the agreement by DaklaPack becomes so awkward or costly, relative to its prospects at the time the agreement was first entered into, that such compliance in all fairness can no longer be demanded.

5.2 Force majeure on the part of DaklaPack at least pertains to yet is not limited to the event that DaklaPack, after entering into the agreement, is prevented from complying with the obligations under said agreement or the preparations thereof.

5.3 In the event of force majeure DaklaPack has the right to terminate the agreement. If so desired, DaklaPack has the right to suspend the fulfilment of the agreement rather than dissolve it, until the circumstances causing the force majeure have come to an end.

5.4 DaklaPack shall not be liable for any damages that result from the dissolution or suspension due to force majeure, including any loss of profit.

6. Retention of title

6.1 All items delivered by DaklaPack will remain property of DaklaPack until the amounts due have been settled by the purchaser in full.

6.2 As long as the purchaser has not acquired title of the items purchased, it may in no way dispose of the items, pledge rights as to the items or encumber them in any other way than in the normal course of its business.

6.3 If the purchaser fails to meet its payment obligations, DaklaPack has the right to claim the items delivered as its property.

6.4 If the purchaser processes items delivered that are not yet paid for and/or has them processed at its own expense, DaklaPack will still remain the owner of the processed items.

6.5 DaklaPack transfers to the purchaser the title to ownership of the goods delivered, subject to the execution of a right of pledge on those goods.

7. Payment

7.1 The purchaser is obliged to pay the agreed price at the agreed time.

7.2 DaklaPack shall at all times have the right to suspend fulfilment of its obligations until the purchaser has provided security.

7.3 The purchaser does not have the right to suspend payment, for whatever reason. Settlement or setting off debts is also not allowed.

7.4 If the purchaser does not fulfil its payment obligations in time it will be in default de jure.

8. Claimability and dissolution

8.1 Without prejudice to the provisions set out elsewhere in these terms and conditions, the claims DaklaPack has on the purchaser are claimable on demand in the event of bankruptcy, moratorium on payments, attachment of property or loss of free management and disposal of property.

8.2 Any dissolution, whatever the reason, will thus always result in the amounts due being claimable by DaklaPack.

9. Liability

9.1 With the exception of gross negligence, DaklaPack can never be held liable for any damages, direct or indirect, to individuals, goods or companies of the purchaser and/or any third parties.

9.2 If DaklaPack is held liable, such liability shall be limited to the amount covered by the insurance taken out by DaklaPack.

9.3 Damages in the form of lost profits or other consequential damages shall in no event be eligible for compensation.

10. Intellectual property

10.1 The purchaser will be charged for designs, moulds, plates, image carriers and lithos, tools and/or other goods produced for him. All these goods and all intellectual property rights vested therein remain the property of DaklaPack.

10.2 Purchaser represents and warrants that the execution of the agreement does not constitute an infringement of any right of any third party, including any intellectual property right.

11. Applicable law and jurisdiction

11.1 The proposals made by and agreements between DaklaPack and the purchaser are subject to the laws of the Netherlands. The UN Vienna Convention on the Sale of Goods does not apply.

11.2 All disputes arising between DaklaPack and the purchaser shall be finally and exclusively resolved by the competent court of the statutory seat of DaklaPack in the Netherlands, save for possible appeal.

Chapter II — Consumers

12. General

12.1 The provisions of this Chapter II apply exclusively in case the purchaser is a consumer.

12.2 Consumer means any natural person who is acting for purposes which are outside his trade, business or profession.

12.3 In case of any contradiction between Chapter II and Chapter I, the provisions of Chapter II will prevail.

13. Right of withdrawal

13.1 For any distance contract the consumer shall have a period of fourteen days in which to withdraw from the contract without penalty and without giving any reason.

13.2 Distance contract means any contract concerning goods or services concluded between DaklaPack and a consumer under an organized distance sales or service-provision scheme.

13.3 To exercise his right of withdrawal, the consumer must explicitly notify DaklaPack in writing or by email.

13.4 If the consumer wishes to exercise his right of withdrawal, then he will return the product to DaklaPack, with all associated components and, as far as reasonably possible, in the original state and packaging.

13.5 The consumer does not have the right of withdrawal in case of:

(1) The supply of goods made to the consumer's specifications or clearly personalized;

(2) The supply of goods which, by reason of their nature, cannot be returned or are liable to deteriorate or expire rapidly;

(3) The supply of goods which cannot be returned for health protection and/or hygiene reasons;

(4) The supply of goods that have been mixed with other goods after delivery;

(5) The supply of goods of which the price depends on fluctuations in the financial markets over which DaklaPack has no influence.