General Terms &
Conditions

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

1. – Definitions

In these General Terms and Conditions of Sale and Delivery, the following capitalised terms shall have the meanings set out below:

General Terms and Conditions: these general terms and conditions of sales and delivery.

Article: an article of the General Terms and Conditions;

Dutch Civil Code: the Dutch Civil Code;

Clazing Group: the direct and indirect shareholdings held by AW Holding B.V. from time to time. (Chamber of Commerce: 73107190);

Day(s): calendar day(s);

Quotation: a quotation, offer and/or price quote on the basis of which the parties may enter into an agreement;

Vendor: the user of these General Terms and Conditions, being an entity within the Clazing Group;

Buyer: the party with whom the Vendor has entered into or may enter into an agreement;

2. – Applicability
   
   1. These General Terms and Conditions shall apply to and form part of all quotations, agreements and services provided by the Vendor to the Buyer. 
   2. The Vendor hereby expressly rejects the applicability of any terms and conditions of purchase or other terms and conditions of the Buyer. Amendments to an agreement and/or deviations from these General Terms and Conditions shall only be effective if agreed in writing or by email between the Buyer and the Vendor.
   3. In the event of any conflict between the provisions of these General Terms and Conditions, the Quotation and/or the agreement, the agreement shall prevail over the General Terms and Conditions, and the General Terms and Conditions shall prevail over the Quotation. 
3. – Quotations
   
   1. All Quotations issued by the Vendor shall be non-binding, unless expressly stated otherwise. Binding Quotations from the Vendor shall automatically lapse ten (10) days after they are issued. The Vendor shall be entitled to withdraw the Quotations at any time. 
   2. The Vendor shall only be bound by the order following written confirmation by the Vendor or actual performance of the order.
   3. Unless expressly agreed otherwise, prices shall include additional costs relating to freight, insurance, unloading, taxes and other levies.
   4. Verbal undertakings given by, and agreements made with, representatives of the Vendor shall only bind the Vendor if and to the extent that the Vendor confirms them in writing.
   5. If and to the extent that the Buyer's acceptance deviates from the Vendor's offer, such deviations shall only be valid if and to the extent that the Vendor agrees to them in writing and expressly specifies its agreement to the relevant deviations.
4. – Prices and Payment
   
   1. The Vendor shall be entitled to increase the price unilaterally by the amount of any additional costs incurred by the Vendor as a result of increases, occurring after conclusion of the agreement but prior to delivery, in price-determining factors, such as raw materials, purchasing, transport and storage costs, import and export duties, exchange rate fluctuations (such as changes in the exchange rate of the euro against the foreign currency in which the Buyer purchased the goods), packaging costs, wages, taxes and/or social security contributions, without this giving the Buyer the right to dissolve or terminate the agreement. 
   2. Payment to the Vendor shall be made within eight (8) days of the invoice date, unless expressly stated otherwise. The Buyer shall make payments to the Vendor into the bank account designated by the Vendor, without any right to suspend payment or set off any amounts. 
   3. The Vendor shall be entitled, where it considers there to be grounds for doing so, to require payment in advance or to deliver the goods on a cash-on-delivery basis.
   4. If the Buyer fails to make payment within the payment period, the Buyer shall be in default from that time onwards, without any notice of default being required, and shall owe interest from the invoice date at a rate of 1% per month on the amount due for each month or part thereof that payment remains outstanding, without prejudice to all other rights of the Vendor in such circumstances.
   5. If the Buyer has exceeded the payment period by more than one month, all extrajudicial and judicial costs incurred and to be incurred by the Vendor shall be borne by the Buyer. The extrajudicial costs shall be increased by any value added tax payable thereon and shall be payable in full to the Vendor. The extrajudicial costs payable by the Buyer shall be fixed at 15% of the outstanding principal amount (subject to a minimum of €250), without prejudice to the Vendor's right to claim the actual extrajudicial collection costs incurred from the Buyer.
   6. Any payment made by the Buyer shall first be applied towards all costs and interest due and subsequently towards the invoices that have been outstanding for the longest period, even if the Buyer states that the payment relates to later invoices.
   7. All payments by the Buyer shall be made in euros, unless otherwise agreed in writing between the Vendor and the Buyer. 
   8. If a Buyer fails to fulfil its (payment) obligations towards the Vendor, on whatever grounds, the Vendor shall be entitled to suspend its obligations towards the Buyer, regardless of whether there is a sufficient connection between the claim and the obligation.  
5. – Delivery
   
   1. Unless expressly agreed otherwise in writing, delivery shall take place from the warehouse, production site or any other location designated by the Vendor, and from that moment onwards the goods shall be at the Buyer’s risk and expense. All goods shall thereafter be transported, loaded, unloaded, stored and handled at the Buyer’s risk and expense, unless expressly agreed otherwise in writing.
   2. Where carriage-paid delivery has been agreed, this shall only mean that the agreed transport costs shall be borne by the Vendor. Carriage-paid delivery shall under no circumstances mean that the risk of loss of or damage to the goods during loading, transport, unloading or storage is borne by the Vendor.
   3. The risk of loss of or damage to the goods shall pass to the Buyer at the earliest of the following times: (i) as soon as the goods are ready for collection or dispatch; (ii) as soon as the goods leave the warehouse, the production site or any other storage or dispatch location used by the Vendor; or (iii) as soon as the goods are made available to the Buyer, a carrier engaged by the Buyer or any other person engaged by the Buyer. If the Vendor arranges or has transport arranged, this shall be done solely on behalf of the Buyer, and the risk shall remain with the Buyer during transport.
   4. In the absence of written instructions from the Buyer, the Vendor shall determine the method of packaging, dispatch and transport, as well as the means of transport, and shall be free to engage third parties. In this respect, the Vendor shall only be required to exercise such care as may reasonably be expected of it and shall not be liable for the choices or failures of carriers or other third parties it has engaged.
   5. The goods shall be insured only at the Buyer’s expense if and to the extent that the Vendor has undertaken in writing in advance to arrange such insurance. In the absence thereof, the goods shall be transported uninsured, even if the Vendor arranges the transport or bears the transport costs.
   6. The Vendor shall at all times be entitled to make partial deliveries and to invoice each partial delivery separately. Each partial delivery shall be deemed a separate delivery. The Buyer shall be obliged to accept partial deliveries. The Buyer may under no circumstances refuse (partial) deliveries (other than in the event of a defect in the delivery that justifies such refusal) and may not suspend its obligation to accept a partial delivery. 
   7. If the Buyer fails to take delivery of the goods on time, fails to provide correct or complete delivery instructions, or otherwise fails to cooperate in the delivery, the Buyer shall be in default without further notice of default being required. In such a case, the Vendor shall be entitled to store the goods or arrange for them to be stored at the Buyer’s expense and risk, to postpone delivery, to dissolve the agreement in whole or in part and/or to sell the goods to third parties, without prejudice to the Vendor’s right to full compensation for any losses, costs, interest and loss of profit.
   8. From the moment the risk transfers, the Buyer shall be fully responsible for the further handling, storage, security and traceability, temperature control and maintenance of the cold chain. If the Vendor arranges or has transport arranged, responsibility for temperature monitoring and recording, checks, loading and unloading times, waiting times, delays and the consequences of any interruption to the cold chain shall also rest with the Buyer, unless expressly agreed otherwise in writing. The Buyer shall indemnify the Vendor and shall hold the Vendor harmless, on a euro-for-euro basis, from and against all losses, costs, penalties, interest and liabilities in connection with the cold chain (including compliance with applicable regulations relating thereto) from the moment the risk in the goods has passed to the Buyer or, at the latest, when the goods are handed over to the Buyer. 
   9. Specified delivery times and delivery dates shall always be indicative and shall never constitute strict deadlines, even if they have been confirmed by the Vendor. Exceeding a specified delivery time or delivery date shall under no circumstances constitute a breach or non-performance by the Vendor and shall therefore never entitle the Buyer to compensation, dissolution of the agreement or suspension of any obligation towards the Vendor on whatever grounds. Consequently, any failure to meet the specified delivery times or delivery dates shall not entitle the Buyer to cancel the order in whole or in part or to refuse to accept or pay for the goods.
   10. All reusable logistics equipment, including pallets, crates, Dolav containers and other packaging or means of transport belonging to the Vendor, shall remain the property of the Vendor and must be returned to the Vendor carriage paid, in good, clean and usable condition, no later than fourteen (14) days after delivery, unless otherwise agreed in writing. In the event of late or damaged returns, the Vendor shall be entitled to charge the Buyer for replacement, repair, cleaning and other costs.
6. – Retention of Title
   
   1. All goods delivered and to be delivered by the Vendor to the Buyer, irrespective of the basis on which, or the agreement or obligation under which, they are supplied, shall remain the property of the Vendor (within the meaning of Section 3:92 (2) of the Dutch Civil Code) until the Buyer has fulfilled all obligations arising from all agreements entered into with the Vendor in respect of the delivery of goods and all claims arising from any failure to perform those agreements have been paid in full. The retention of title does not affect the fact that the relevant goods sold and delivered are at the Buyer’s expense and risk. 
   2. If the Buyer fails to comply with its obligations or if there is a well-founded fear that the Buyer will fail to comply with its obligations, the Vendor shall be entitled to remove, or arrange for the removal of, the delivered goods subject to the retention of title referred to in Article 6.1 from the Buyer or from third parties holding the goods for the Buyer. The Buyer shall be obliged to provide full cooperation to the Vendor, subject to an immediately payable penalty of 5% per day of the amount owed by the Buyer to the Vendor in respect of the delivered goods, without prejudice to any other right of the Vendor in such circumstances. 
7. – Duty to Notify Defects/Complaints
   
   1. The Buyer shall be obliged to inspect the delivered goods thoroughly and with due expertise immediately after delivery to verify their completeness and conformity. If the Buyer does not complain about the quantity of goods delivered on the day of receipt, the quantities stated on the consignment notes or delivery notes shall be binding, and the Vendor shall be deemed to have delivered the correct quantity of goods to the Buyer in accordance with the agreement. Other defects or non-conformities must be reported to the Vendor in writing and in detail, within 48 hours of delivery of the goods. If the Buyer does not complain within the periods stated in this Article, all rights of the Buyer against the Vendor in respect thereof shall lapse.  
   2. The consignment of goods that is the subject of a complaint must be kept in the condition in which it was delivered until the Vendor has investigated the complaint. At the Vendor’s first request, the Buyer shall give the Vendor the opportunity to inspect or have the relevant goods inspected. If and to the extent that the Buyer fails to comply with any of these obligations, all of its claims against the Vendor in respect of this consignment of goods shall lapse. 
   3. If and to the extent that the complaints have been reported in a timely and proper manner in accordance with the foregoing, and provided that the Vendor considers the complaints justified, the Vendor shall, at its sole discretion, compensate the Buyer either (i) by remedying the non-conformity free of charge by supplying the missing goods or replacing the goods (subsequent delivery); or (ii) by compensating the Buyer for the loss suffered, whereby the compensation shall be exclusively and strictly limited to the amount represented by the defect, i.e. the invoice value of the goods not delivered or not delivered in good order. The Vendor shall not be obliged to take back defective goods, but, if the Vendor so wishes, the Buyer shall provide all necessary cooperation in this respect.
   4. If the Buyer no longer owns or possesses the goods delivered by the Vendor in respect of which the Buyer has lodged a complaint, or if the Buyer has processed or otherwise used those goods, the Buyer shall be deemed to have accepted the relevant goods, and all claims by the Buyer against the Vendor in respect of those goods shall lapse. 
8. – Liability 
   
   1. The Vendor shall only be liable to the Buyer for direct damage in the event of attributable non-performance for which, following written notice of default, the Vendor is in default. 
   2. If damage arises for which the Vendor is liable, its liability shall be limited to the amount paid by the Vendor’s insurer. If the insurer does not pay out, the Vendor’s liability shall be limited to (a) the invoice amount charged or that would have been charged by the Vendor in connection with the circumstance giving rise to the damage; or (b) in the case of a continuing agreement, the amounts invoiced by the Vendor to the Buyer over a maximum period of three (3) months preceding the relevant circumstance giving rise to the damage. 
   3. In any event, the Vendor shall not be liable for any indirect or consequential loss or damage, including but not limited to environmental damage, loss or damage arising from delay, business interruption, loss of turnover and loss of profit, loss of anticipated savings and/or reduced goodwill. 
   4. The Vendor's exclusion of liability shall apply irrespective of the basis of the liability (such as breach of a contractual obligation, tort, obligations to remedy or reverse the effects of an act or otherwise).
   5. If and to the extent that any limitation of the Vendor’s liability is held to be invalid for any reason whatsoever, the Vendor’s maximum aggregate liability to the Buyer shall in all cases be limited to an amount equal to the value of the invoices issued during the twelve (12) months preceding the event giving rise to the damage. 
   6. Any right of the Buyer to compensation shall lapse if the Buyer fails to provide, without delay, all cooperation deemed necessary by the Vendor to investigate the nature, extent and cause of the loss claimed by the Buyer. 
   7. Unless a shorter expiry period applies, all claims of the Buyer against the Vendor shall in any event lapse within three (3) months of arising. 
   8. The Buyer shall indemnify the Vendor and hold the Vendor harmless, on a euro-for-euro basis, from and against all claims by third parties (including clients or contracting parties) against the Vendor for payment of penalties, costs and/or damages.
   9. If the Vendor is liable to the Buyer for a failure to perform, the Buyer shall be entitled solely to compensation for the loss suffered, subject to the foregoing provisions. However, the Vendor shall be entitled, but not obliged, to remedy the failure, in which case the Buyer shall no longer be entitled to compensation for the loss.  
9. – Force Majeure
   
   1. If a force majeure situation arises and the Vendor is unable to fulfil its obligations, the Vendor shall be entitled to suspend performance of its obligations for the duration of the force majeure situation. If the force majeure situation lasts longer than two (2) months, the Vendor and the Buyer shall be entitled to dissolve the agreement, in whole or in part, in writing, without any obligation to pay compensation. 
   2. Force majeure shall mean all circumstances beyond the Vendor’s control that are of such a nature that the Vendor cannot reasonably be expected to perform the agreement, either at all or in full, including but not limited to one or more of the following situations: failure to deliver, incomplete delivery and/or delayed delivery by one of the Vendor’s suppliers; an act by a third party; shortages of raw materials, semi-finished products or energy; government measures such as import, export and transit bans; production and/or delivery bans; measures implemented by Dutch and/or foreign government bodies that make performance of the agreement more difficult and/or more costly than could have been foreseen when the agreement was entered into; war (or threat of war), civil war, riots, terrorism, war risk, frost, organised and unorganised strikes and/or occupations of business premises, lockouts, understaffing, seizure, import and export restrictions, natural disasters, extreme weather conditions, flooding, earthquakes, epidemic animal diseases, epidemics or pandemics, transport obstructions or delays such as traffic disruptions, loss or damage during transport, fire, water damage, theft, explosions, power supply failures, faults or disruptions in the supply or delivery of energy, faults or disruptions in servers, faults or disruptions in infrastructure (hardware and software), as well as all other causes arising outside the fault or sphere of risk of the Vendor. In the event of force majeure, the Vendor shall not be deemed to be in breach. 
   3. The provisions of this Article 9 shall also apply if the aforementioned circumstances occur with respect to the Vendor’s suppliers, persons engaged by the Vendor or auxiliary materials used by the Vendor.
10. – Termination of the Agreement
    
    1. The Vendor shall be entitled to suspend performance of the agreement with immediate effect or, at its discretion, to dissolve the agreement, in whole or in part, without prior notice of default or judicial intervention being required, and without the Buyer being entitled to compensation if any of the following situations arises:  

• The Buyer fails to perform its obligations under the agreement;
• The Buyer has applied for a suspension of payments or bankruptcy, or an application for either has been made on its behalf, or the Dutch Debt Restructuring (Natural Persons) Act (Wet schuldsanering natuurlijke personen) has been declared applicable to the Buyer; 
• The Buyer offers its creditors a (private) composition, whether or not pursuant to the Court Approval of a Private Composition (Prevention of Insolvency) Act (Wet homologatie onderhands akkoord, or WHOA);
• in the event of the dissolution or liquidation of the Buyer, or if the Buyer otherwise ceases its activities or otherwise loses the free disposal of its assets; and/or
• any other insolvency proceedings are or become applicable to the Buyer.

2. In the event of a situation as referred to in Article 10.1, all claims of the Vendor against the Buyer shall become immediately and fully due and payable, without prejudice to any rights of the Vendor already existing at that time. 
3. Upon dissolution of the agreement, there shall be no obligations to reverse performance. The parties shall only be released from their obligations under the agreement for the future. Following dissolution of the agreement, the Vendor shall be obliged to refund to the Buyer any advance payments made for services not yet provided, and the Buyer shall be obliged to pay compensation for services already provided in accordance with the dissolved agreement, as well as compensation for the loss suffered by the Vendor. The Vendor shall draw up a statement of account for this settlement, with the Vendor’s records being decisive in determining the amount payable. 

11. – Data Processing
    
    1. If and to the extent necessary, the Vendor shall process personal data for the performance of the agreement and for other purposes for which the Buyer has given consent. The Buyer warrants that the processing of personal data on its behalf is lawful. The Buyer shall indemnify and hold the Vendor harmless against any claims by third parties arising from the unlawful processing of personal data. 
12. – Miscellaneous
    
    1. The exercise of the Vendor’s rights, and the time and/or order in which the Vendor exercises them, shall be at the Vendor’s discretion. The Vendor’s failure to exercise any rights shall never be construed as a waiver of those rights or as their forfeiture.
    2. If any provision of these General Terms and Conditions is invalid, voidable or otherwise legally unenforceable, this shall not affect the validity of the remaining provisions. In that case, the relevant provision (which may also be a sentence in an Article) shall be replaced by a provision that, in terms of its purpose and intent, most closely corresponds to the provision that is invalid, voidable or otherwise legally unenforceable.
    3. The Vendor shall be entitled to amend or replace these General Terms and Conditions in their entirety, provided that a new version of the General Terms and Conditions shall only take effect in respect of offers made and agreements concluded after the General Terms and Conditions have been amended by the Vendor and declared applicable by the Vendor. 
    4. The Buyer shall not be entitled to transfer its obligations under the agreement to third parties without the Vendor’s written consent. The Vendor shall at all times be entitled to assign its rights and obligations under the agreement to an entity affiliated with the Vendor within the Clazing Group, and the Buyer shall be deemed to have consented to this. 
    5. The Buyer shall not be entitled to suspend its obligations to the Vendor. The Buyer shall not be entitled to dissolve or annul an agreement, in whole or in part, to amend an agreement pursuant to Section 6:230 (2) of the Dutch Civil Code, or to dissolve an agreement, in whole or in part, on the grounds of unforeseen circumstances pursuant to Section 6:258 of the Dutch Civil Code, nor to seek any of the foregoing in court.
    6. Where translations of these General Terms and Conditions exist, the Dutch-language version of the General Terms and Conditions shall prevail for the interpretation and application thereof. 
13. – Disputes
    
    1. Disputes between the Vendor and the Buyer shall in the first instance be submitted to the competent court of the District Court of Rotterdam, Rotterdam location. However, the Vendor shall remain entitled to bring proceedings against the Buyer before any court having jurisdiction under the applicable law or international treaty.
    2. The legal relationship between the Vendor and the Buyer shall be governed exclusively by Dutch law. The application of the Vienna Sales Convention is expressly excluded.

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Version: July 2026

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