General terms and conditions Supsuppliers BV

Article 1 - General

1.1 In these general terms and conditions ("Conditions"), the following definitions shall apply:

• Vendor: the private limited company Supsuppliers, established in (6921 RZ) Duiven at Impact 69-h, registered with the Chamber of Commerce under number 78295416.
• Copper: any natural or legal person who negotiates the formation of an Agreement with the Seller and/or enters into an Agreement with the Seller.
• Agreement: an Agreement between the Buyer and Seller pursuant to which the Seller supplies Products.
• Products: Seller's goods, services and/or advice, in the broadest sense of the word.

1.2 These Conditions apply to all offers, quotations, order confirmations, Agreements and to all related (legal) acts of Seller and Buyer. In case of conflict, the Agreement prevails over the Conditions.
1.3 The applicability of general terms and conditions of the Buyer, however named, are expressly rejected by the Seller.
1.4 Deviations from these Terms and Conditions and from the Agreement shall only be valid if and insofar as they are expressly stipulated in writing by the Seller and apply only once.
1.5 In case of nullity, annulment or otherwise inapplicability of (part of) one or more provision(s) of the Terms and Conditions, the remaining provisions shall remain fully applicable. As far as possible, the provision that is invalid, annulled or inapplicable will be acted upon.
1.6 The Seller is entitled to make amendments to the Conditions, which amended Conditions shall apply from the notified date and after the amended Conditions have been sent to the Buyer.

Article 2 - Conclusion 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 is only established if a written Agreement, signed by both parties, is concluded, or if Seller sends an order confirmation to Buyer by e- mail or in writing, which order confirmation in such a case counts as a correct and complete representation of the Agreement concluded between Seller and Buyer.
2.3 If no written Agreement has been concluded and also no order confirmation has been sent, the parties shall nevertheless be bound if the Seller commences performance of the Agreement. In that case, the invoice shall be regarded as the Buyer's order and as the correct representation of the Agreement between Seller and Buyer. 2.4 Buyer is not entitled to transfer this Agreement and/or any rights and obligations arising therefrom in whole or in part to a third party without Seller's prior written consent.

Article 3 - Prices and payment
3.1 Unless otherwise stated, prices are in Euro and exclude VAT, other costs, taxes, levies, duties and import and export duties payable by law. The Buyer shall bear the exchange rate risk in case 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 authorised to adjust the agreed prices if the price of cost factors has increased in relation to the prices on which the Agreement is based. The Buyer undertakes to accept a price increase of 10%.
3.3 Payments shall be made within 14 (fourteen) days from the invoice date. The Buyer shall pay the invoiced amounts without any deductions, discounts or offsets and shall not be entitled to suspend any payment obligation towards the Seller.
3.4 All payment terms shall be final. If no payment has been made within 14 (fourteen) days of the invoice date, the Buyer shall be immediately in default and all Seller's claims against the Buyer, on whatever account, shall be immediately due and payable. In that case, the Buyer shall owe statutory commercial interest (Section 6:119a of the Dutch Civil Code) above the invoice amount as 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 sum, including VAT, with a minimum of €250, without prejudice to the Seller's right to claim compensation of the actual costs if these costs are higher and without prejudice to the costs of legal proceedings or arbitration.
3.5 Complaints regarding an invoice must be submitted to the Seller in writing within 8 (eight) days of the invoice date. After this period, complaints will not be considered and the Buyer has processed its rights. A complaint does not suspend the payment obligation.
3.6 Seller is authorised at all times to require an advance payment from Buyer, or any form of security including but not limited to pledges and bank guarantees, which Buyer is obliged to cooperate with.

Article 4 - Delivery and delivery times
4.1 Unless expressly agreed otherwise, deliveries are made ex works and the Products travel at the Buyer's expense and risk.
4.2 The seller is entitled to make and invoice partial deliveries separately.
4.3 The stated delivery times are approximate and not strict deadlines. Exceeding delivery times shall not entitle the Buyer to compensation, except in the event of intent or gross negligence on the part of the Seller.
4.4 At the time of delivery, the Products meet the requirements imposed on the Products by the laws and regulations applicable in the Netherlands. If the Buyer takes or offers the Products outside the Dutch borders, the Buyer itself must ensure compliance with the relevant laws and regulations.

Article 5 - Advertising and quality
5.1 Complaints regarding the quantity of Products delivered and complaints regarding defects or damage must be made immediately after delivery and noted by the Buyer on the receipt provided to the Seller, after which complaints must also be made in writing, stating reasons, within 8 (eight) days of delivery. Complaints relating to quality or deviations from specifications and other complaints must be made within 8 (eight) days of delivery in writing, stating reasons. After 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 the Buyer has processed the Products in the broadest sense of the word, e.g. processed or mixed them.
5.3 If the complaint is well-founded, the Seller will, at its discretion, either send a credit note or deliver a replacement (similar) Product, only after returning the originally delivered Products. The Seller shall not be obliged to pay (further) compensation. Credit notes shall in principle only be offset against outstanding invoices and only be paid out by the Seller if there are no outstanding invoices or other offsettable claims.
5.4 Legal actions must be brought by the Buyer within 6 (six) months of the timely claim under penalty of expiry.

Article 6 - Force majeure
6.1 If Seller is prevented from fulfilling its obligations to Buyer due to force majeure, 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 mean any circumstance independent of the Seller's will, such as, but not limited to, special weather conditions, illness of persons working for the Seller, strikes, government measures, wars, breakdown of machinery and/or failures delays on the purchasing side or impossibility of purchasing, for example, raw materials, semi-finished products, equipment, fuel or transport, changes in the assortment 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 it is established that it will last longer than 2 (two) months, both parties have the right to dissolve the Agreement for the part that has not yet been fulfilled by the Seller.
6.3 In the event of force majeure, the Buyer is not entitled to compensation.

Article 8 - Retention of title
8.1 The Seller retains title to all Products delivered until all its claims against the Buyer in respect of any Agreement or otherwise have been paid in full to the Seller.
8.2 As long as ownership of the Products has not passed to the Buyer, the Buyer may not sell, pledge or grant any other right to the Products to third parties, except within the normal course of its business.
8.3 The Seller is entitled to unhindered access to the Products owned by it. The Buyer shall cooperate with the Seller to enable the Seller to exercise its retention of title by taking back the Products, including any dismantling required for that purpose.
8.4 The Buyer is obliged to keep the Products delivered under retention of title with due care and as recognisable property of the Seller.
8.5 If the Buyer defaults on payment and the Seller therefore recovers the delivered Products using the retention of title, the costs thereof shall be borne by the Buyer.
8.6 If and as long as Seller is the owner of the Products, the Buyer will inform Seller immediately if they are seized (or threatened to be seized) or otherwise a claim is made to (any part of) the Products. The Purchaser shall also inform the third party of the Seller's (ownership) rights.

Article 9 - Suspension and dissolution
9.1 If the Buyer fails to fulfil any obligation to the Seller, or if the Seller can reasonably expect that the Buyer will fail to fulfil any obligation to the Seller, for example if it learns that the Buyer's creditworthiness is declining, the Seller shall be entitled to suspend the (further) performance of its obligations under the Agreement by means of a written notification, without the Seller being liable to pay any compensation, without prejudice to its other rights.
9.2 In the event that the Buyer:

• becomes insolvent, is declared bankrupt, is admitted to the Statutory Debt Rescheduling Arrangement for Natural Persons, applies for its own bankruptcy or suspension of payments or admission to the Statutory Debt Rescheduling Arrangement for Natural Persons, renounces its estate, or all or part of its assets are attached;
• is placed under guardianship or otherwise loses the power of disposal 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 existing, or proceeds to change the objective of his business;
• dies;
• does not, does not timely and/or does not properly fulfil any obligation resting on him by force of law or pursuant to the Agreement or Terms and Conditions;

Seller is entitled to dissolve the Agreement in whole or in part with immediate effect, without notice of default or judicial intervention, by means of a written notification, without prejudice to its other rights.

Article 10 - Liability
10.1 The Seller is not liable for damage suffered by the Buyer or third parties except insofar as such damage is the direct result of intent or deliberate recklessness on the part of the Seller.
10.2 Without prejudice to the provisions of the previous paragraph, the Seller's liability shall be limited to the invoice value of that part of the Agreement from which the liability arises.
10.3 Under no circumstances shall the Seller be liable for indirect damage such as consequential damage, damage caused by delay and loss of profit or turnover.
10.4 The Buyer will indemnify and hold the Seller harmless against all claims by third parties, directly or indirectly related to (the use of) the Products and will compensate the Seller for all damage suffered by the Seller as a result of such claims

Article 11 - Disputes and applicable law
11.1 These Conditions, as well as the Agreement, are governed by Dutch law.
11.2 All disputes that may arise as a result of the Agreement or these Conditions shall be settled exclusively by the District Court of Gelderland, location Arnhem, or another competent court at Seller's discretion.