Definitions

Supplier J.B.B. Pack B.V., limited liability company, officially established in Maasdijk, address Honderdland 128 (2676lt); her representatives, her plenipotentiaries and anyone who uses these general terms.

Buyer the party mentioned in the agreement with whom the supplier enters into an agreement for services and/or work, as well as to whom the supplier goods and/or services delivers

Agreement an agreement between buyer and supplier with referral to the services and/or work done by the supplier, or in referral to the goods and/or services delivered.

Services All development-/advice or design activities/work done by supplier who is part of the agreement

Execution All actions that supplier has to take, including delivery of goods, whether or not based on an owned design, to realize the work

Specifications wishes, demands and goals made by the buyer in terms of the design on which the supplier has made an offer

Production sample The final result of the previous design samples as approved by buyer and on which the agreement is based

Activities/Work All activities consisting of services, executing- design activities

Validity of these general terms

Unless explicitly stated these terms are applicable on all quotations and offers from supplier, as well as on all agreements and/or legal relations between supplier and buyer. These terms take the place of all earlier verbal and/or written communications, proposals, guarantees and promises.

Additional and/or deviating terms, under which also the terms of buying apply, of buyer make no part of the agreement between supplier and buyer and therefore are not binding to the supplier, unless explicitly accepted the terms in writing.

Any possible contradictions in these terms with the terms of the buyer, these general terms prevail.

When these general terms are altered in the interim, the altered version will be part of any agreement made after the moment these terms will come into effect.

Quote, purchase order and coming into effect of the agreement

All offers from supplier are without obligation, unless explicitly otherwise mentioned. Offers are based on the information given by the buyer. In case this information is not correct, the supplier has the right to change or withdraw her offer. The buyer will bear the risk of damage/loss caused

whether these are mistakes or deficiencies in drawings, calculations, constructions, specifications and execution regulations or other specifications that form the basis for the actions taken.

All documents that are part of the offer are as accurate as possible (such as drawings, technical information, samples etc.), yet are not absolute and will be the intellectual property of the supplier. They are not to be used, copied or made available to third parties of made publicly, without the suppliers consent.

The offer made by the supplier is valid for 30 days, calculating from the date on the offer, unless otherwise stated in the offer. In case an offer is not accepted in writing, the offer is withdrawn, except when the supplier has extended the validity of the offer in writing.

The supplier is entitled to charge the costs that are involved in drawing up an offer, provided that the buyer has been informed beforehand.

Revocation of an offer within the time limit is possible, even though the offer is not done without obligation.

An agreement between supplier and buyer comes into effect at that point when the supplier has confirmed the acceptance of an assignment or order of the buyer in writing; The size and content of the agreement is as the confirmation in writing by the supplier.

Prices and Tariffs

Sale, delivery and have the disposal of goods, respectively perform activities and/or services are based on the prices and tariffs as used by the supplier at the moment the agreement comes into effect.

Unless otherwise in writing specifically agreed with the buyer, all used prices and tariffs by the supplier are exclusive of VAT and exclusive of any on behalf of the Government imposed taxes.

The supplier has the right to change prices and tariffs. Altered prices and tariffs are valid as of the moment they are introduced.

In case of a price- and/or tariff increase the supplier will notify the buyer to his best possibilities. In case the buyer cannot commit to the announced price- and/or tariff increase, the buyer has the right to annul the existing agreement with the supplier by means of a written extrajudicial declaration. In case the supplier has not received this declaration within thirty days after receiving the announcement from the supplier of the price- and/or tariff increase, or as of the moment the buyer could reasonably have taken notice of the price- and/or tariff increase, the buyer is expected to agree with the price- and/or tariff increase.

Invoicing and payment

Invoicing takes place as soon as possible after delivery, unless clearly otherwise agreed with the buyer.

Payments by the buyer of the invoices sent by the supplier should occur within fourteen days after the invoice date on an bank account as determined by the supplier, unless clearly otherwise agreed in writing.

Payments done by the buyer will in the first place cover all interest and costs. After that the remaining will cover the oldest and claimable invoices, even if the buyer states that the payment is mend for an invoice with a later date.

Without explicit written permission from supplier, the buyer cannot balance a claim from buyer on supplier, on whatever account.

Supplier has the right to demand prepayment, cash payment or security of payment, at any time from the buyer.

The term of payment as explained in article 5.2, is the final term. At payment not in time the buyer is failing without notification and the supplier has the right to calculate legally determined interest as of the due date of the invoice.

In case the buyer is not or not in time payment, the buyer owes the supplier next to the interest as stated in article 5.6 also indebted non-legal costs. The height of the judicial and extrajudicial costs are at least 15% of the principal amount with a minimum of 75,-, without prejudice to the right of the supplier to the costs actually incurred, which may include court costs, charged to the client, if this exceeds the amount so calculated

In case of non- or not in time payment by buyer or in case of non- or non fulfilling of any obligation the buyer has, supplier is entitled to annul the agreement without legal permission and stop any deliveries as well as work and/or services, without the right of the supplier to claim fulfilling or compensation of damage suffered as a result from annulment of the agreement.

Delivery and terms of delivery, transition of risk

All terms (of delivery) mentioned or agreed by supplier have been determined to the suppliers best of knowledge based on the data known at entering the agreement. The supplier will exert him/herself to observe the agreed term (of delivery) as much as possible.

6...2 All agreed terms of delivery are target terms and therefore not final terms

Supplier has the right to postpone his obligations to the buyer, as long as the buyer has not fulfilled all his (payment) obligations with regard to any existing legal agreement with supplier. This postponement is valid until the moment the buyer has fulfilled his obligations to supplier.

supplier is not tied to any final (delivery) terms that cannot be met, caused by unforeseen circumstances that are not within supplier’s power to manage that occurred after entering into the agreement. Also the supplier is not tied to the final (delivery) term caused by changes of content or scope of the agreement (additional work, changes of specs, etc.) as agreed. In case of crossing any term, supplier and buyer will consult.

Unless otherwise agreed in writing and besides all that is stated in article 4.2, deliveries are Free House to the buyer or any other delivery address given in time by buyer within The Netherlands. Orders or deliveries not exceeding a determined amount, the supplier can charge an amount of administration costs.

Risk for goods to be delivered will always transfer to the buyer on the time and address of arrival as agreed.

minor deviations in colour printing are no reason for reclamation.

Supplier has the right, without notifying the buyer, to have a deviation in quantities delivered. This tolerance is a maximum of 20% of the quantities ordered for paper and foil products up to a weight of 300kg per item. The tolerance is a maximum of 15% at a total weight above 300kg.

The supplier has the right, without notifying the buyer, to supply with a tolerance of 10% in grams of weight, thickness and size.

Transport and packing

The way of packing, transport, shipment etc. of goods will, in case no further written instructions have been given by the buyer to the supplier, be determined by the supplier to his own judgment, based on the reasonable expected care from the supplier. Also taken into consideration is article 6.6 concerning the risk of transport.

Any specified wishes made by the buyer concerning packing and/or transport, as well as moving within the company or company terrain, will only be executed in case the buyer bears the costs. Supplier has the right not to honour the specific wishes concerning packing and/or transport, if not agreed beforehand in writing.

Force majeure

Force majeure means any shortcoming in execution of the agreement that cannot be blamed on the supplier or buyer, because they are not to blame, not under the law, not acting in law or views that are common in the branch. Force majeure is also applicable on the subcontractor of the supplier, in case of not fulfilling obligations by the subcontractor as dictated by the buyer to the supplier as well as being in default of matters, materials, programs from third parties of which the use has been dictated by the buyer to the supplier.

In case of temporary force majeure, which is a situation in which a good/product is temporarily not in stock available, the supplier has the right to lengthen the delivery term with the period, in which the temporary force majeure occurs.

In case of a remaining force majeure, which is a circumstance on which a supplier or buyer has no influence or cannot have influence within reason and which makes it impossible to the supply of goods or products respective execute tasks and/or services, as well as a situation that the bought goods has been sold out, supplier as well as buyer have the right to annul the agreement unofficially. In case of force majeure the buyer cannot claim any compensation of the suffered damage from the supplier, subject to the stated in article 6:78 of the (Dutch) Civil Code.

Deviations, reclamations and complaints: return shipments

The order confirmation stated in article 3.6 of these terms will state the determined deviations with regard to the production samples.

Unless otherwise agreed, the buyer needs to inform the supplier in writing and with clear description of the complaints within 3 working days after delivery of the goods or products respectively after starting the execution of work and/or services. In case of lacking such an announcement all responsibility of the supplier regarding supplied or available goods or product respectively in delivered work and/or services will be suspended.

The buyer is obliged, in case of returning good or products, to include the original shipping document and/or original address label and use a decent packaging. With the return shipment the buyer needs to mention in writing the reason for return, unless specifically otherwise agreed. After receiving the goods or products returned, the supplier will, in case the return shipment is approved, as soon as possible deliver or make available the goods or products as ordered by the buyer.

Reservation of property and rights, set up businesses and retention

Supplier retains property of all the goods supplied to buyer, for as long as the buyer has not fully fulfilled his (payment) obligations to the supplier based on the agreement of supplies or of making

available goods or products and/or execute work and/or services, also included claims on not fulfilling of agreements as such.

Buyer is obliged for now or on first request of supplier to set up a tenure less lien on all affairs as stated in article 10.1, as far as the right ownership of supplier in these affairs seem to be annulled at any time, or supply some other sort of security on behalf of the supplier.

In case the buyer establishes a new business with goods supplied by supplier, buyer is establishing the business only for the supplier and will keep the business on behalf of the supplier until the buyer has fulfilled all the amounts payable as per agreement. The supplier has up to that moment of complete settlement by buyer all rights as the owner of the new established business.

Rights will be granted or transferred to buyer in that case under the condition that buyer has paid the amount in time and full as agreed.

On all affairs which are in the possession of the supplier, from the buyer or on behalf of the buyer, regardless the cause or reason, the supplier has the right of retention as long as the buyer has not fulfilled all his obligations to the supplier.

The supplier will run the business as mentioned in article 10.5 according to proper trade, but the buyer will have no right to compensation or indemnity in case of partially or total perish or loss of those affairs and /or damage to those affairs through no fault of the supplier and the risk for those businesses will lie at counterparty.

Goods or products supplied or made available by the supplier to the buyer will be for the account and complete risk of the buyer on the moment of actual delivery to the buyer.

Intellectual and industrial property rights

All rights of intellectual and industrial property on the, as per agreement developed or made available samples, documentation, reports, quotations, as well as preparatory material thereof, are solely the property of the supplier, his licensee or his subcontractor.

The buyer is not permitted to remove or change any indication concerning the confidential character as well as the concerning copyright, brands, makes, trade names or any rights of intellectual or industrial property of the samples or materials.

Buyer guarantees that no rights of third parties can oppose against making materials available to supplier, as well as design material, to be used, worked on or processed (for example a sample). Buyer will protect supplier against any action based on the allegation that making available, use, work on or process will violate any rights of third parties.

Liability of supplier and safeguarding

Although with regard to the content of the goods, products, labour and/or services supplied by the supplier the utmost care has been taken, any mistakes or incompleteness cannot be vouched. Suppliers cannot be held liable for any mistakes or incompleteness or for goods mentioned, products, labour and/or services used by buyer, unless specifically mentioned in article 12.

The presence of a defect will never give buyer the right to postpone or settle his payment obligations with regard to the supplied or made available goods, products or executed labour and/or services.

The total liability of the supplier due to accountable deficiency in the obligation to delivery of any performance is limited to compensate direct damage up to a maximum of the amount equal to the performance on the price conditioned (excl. VAT). In case the agreement (mainly) is an agreement with a term longer than a year, will the above mentioned amount be a total of the compensations (excl. VAT) for one year. In no case will the total compensation for direct damage per year be more than € 10.000, = (ten thousand Euros). The term direct damage in this article solely means:

reasonable costs the buyer has made to comply the performance of the supplier as agreed

reasonable costs, made to determine the cause and size of the damage, as far as this determination is concerning direct damage in the meaning mentioned in this article.

Reasonable costs, made to prevent or limit the damage, as far as the buyer can prove these costs have led to a limitation of direct damage as the meaning mentioned in this article.

Liability of the supplier for indirect damage, under which result damage, loss of profit, missed savings, damage by interrupting ongoing business and any other damage not mentioned in article

12.3 is excluded.

The supplier cannot be held liable for any damage suffered by buyer or any third party, of any nature or whatever cause has arise, due to incorrect and/or improper us by buyer or any other third party of the supplied or made available goods, products or done work and/or services from the supplier.

For any not mentioned cases in article 12.3 the supplier will not have any responsibility for compensation, no matter on what ground an action for compensation is based. The maximum amounts stated in article 12.3 will not be applicable in case the damage is the result of gross negligence of the supplier.

Termination of the agreement

The supplier has the right to terminate the agreement with the buyer via a written notification without (explicit) compensation with immediate effect for the future in case:

Buyer is not fulfilling his obligation despite proper notification of default and can be accounted for it;

The buyer (whether temporarily or not) is granted suspension of payment or buyer has been adjudged bankrupt, buyer has requested application of a reform of debt or the buyer has been put in ward;

Goods are distrained charged on the buyer for substantial debts and this distraint is maintained for longer than two months;

The buyer is stopping his business completely or partially or winds up and/or his business changes dramatically or is handed over to third parties without previous written consent of the supplier.

in case of termination of the agreement all the amounts due from the buyer to the supplier are immediately and completely claimable.

The supplier can never be requested for any compensation for damage or payment due to previously mentioned termination of agreement with the buyer, unless the right of the supplier to complete compensation for damage of the buyer due to violation of his obligations as mentioned previous and any other rights the supplier has.

Applicable law and disputes

On any agreement closed between the supplier and the buyer only Dutch Law is applicable excluding the Vienna Convention concerning the international contract of sale regarding movables on 11 April 1980 (Vienna convention of sales)

All disputes, result from of connected to an agreement between supplier and buyer, will solely be put before a qualified judge in the domicile of the supplier, as far as legal provisions do not oppose against.