Terms and conditions

GENERAL TERMS AND CONDITIONS OF

BERDAL RUBBER EN PLASTICS B.V.

ARTICLE 1 DEFINITIONS

For the purpose of these General Terms and Conditions, hereinafter referred to as: the “terms and conditions”, the following is understood as:

Berdal: the private company with limited liability Berdal Rubber en Plastics B.V., having its registered office in Wierden, i.e. the user of these terms and conditions.

Other party: each and every legal person or natural person who concluded an agreement with Berdal or who received a relevant offer from Berdal.

Product: any and all products marketed by Berdal, including but not limited to buckets, tubs, building foil, roof and wall foil, other foil products, knee protectors, rubber products and safety products.

ARTICLE 2 OFFER AND AGREEMENT

These general terms and conditions are applicable to any and all offers, orders, order confirmations and agreements of Berdal, whether or not established in writing.
Stipulations that deviate from the stipulations included in these terms and conditions, e.g. purchasing or other terms and conditions of the other party, are not applicable between the parties, unless they were realised in consultation with Berdal and were expressly accepted as such by Berdal in writing.
The terms and conditions of the other party are only valid if they are not at odds with the terms and conditions of Berdal. In case of doubt or discussion the terms and conditions of Berdal prevail. Changes of and/or additions to the terms and conditions are confirmed to the other party in writing.
The other party who has already concluded agreements with Berdal before is deemed to automatically agree with the applicability of the terms and conditions to later agreements with Berdal.
If the court established that one or more provisions of these terms and conditions is or are unreasonably burdensome then the relevant provision shall need to be interpreted in the light of the other provisions of this agreement and in such manner that the provision can within reason be relied on by Berdal vis-à-vis its other party. The circumstance that the court established that one or more provisions of these terms and conditions is or are unreasonably burdensome shall not affect the legal effect of the other provisions.

ARTICLE 3 OFFERS

Any and all offers and proposals made by Berdal are subject to contract unless the offer or proposal expressly indicates otherwise; they can yet be revoked by Berdal within two working days after acceptance by the other party.
Offers are based on the data potentially supplied by the other party with the request.
If the offer consists of several amounts then Berdal shall not be held to deliver a part of the offer at a corresponding part of the price mentioned in the offer.
Without prejudice to the above the offers and proposals of Berdal are valid for a period of 30 days, calculated from the day of despatch of the offer or proposal or as much shorter as indicated in the offer or proposal.
If Berdal had to incur costs for the submission of the offer then Berdal shall be authorised to charge the costs that it had to incur for the preparation of the offer to the other party.

ARTICLE 4 THE AGREEMENT: COMMENCEMENT / TERM / SUSPENSION / END

The agreement is concluded at the moment that the other party declares in writing to agree with the order confirmation of Berdal or Berdal declared in writing to agree with the order confirmation of the other party. The evidence of the conclusion of an agreement can also be produced differently by the parties.
A change of and/or an addition to an agreement only takes effect after it has expressly been accepted by Berdal in writing. Changes must be communicated to Berdal in a timely fashion and in writing.
If the other party does not comply with its obligation or if Berdal has good reason to fear that it shall not comply with its obligation then Berdal shall be authorised to suspend compliance with its counter obligations as well as those that derive from the same legal relationship or business that the parties regularly did together, without prejudice to the rights vested in Berdal by law or these terms and conditions.
If the credit insurer of Berdal revokes the credit limit issued for the benefit of the other party or limits the said credit limit then Berdal shall be entitled to suspend compliance with its counter obligations as well as those deriving from the same legal relationship or business that the parties regularly did together.
Without prejudice to the other rights vested in Berdal and the provisions set forth elsewhere in these terms and conditions and without prejudice to the right to compensation Berdal can, without judicial intervention by means of a written extrajudicial notice, rescind the agreement if:
1. the other party fails to comply with its payment obligations;
2. the other party applies for suspension of payment;
3. the other party is declared bankrupt;
4. the Dutch Debt Management (Natural Persons) Acts is declared applicable to the other party;
5. the other party loses the right to either fully or partly freely dispose of its assets or income;
6. an attachment is imposed on a considerable part of the assets or capital of the other party and the said attachment is not lifted within a reasonable period of time;
7. the other party sells or liquidates its business;
8. the credit insurer of Berdal revokes the credit limit issued for the benefit of the other party or limits the said credit limit.

Berdal is not entitled to rescission if the shortcoming of the other party, considering its special nature or inferior meaning does not justify the rescission and its consequences.
The other party is held to, following a corresponding request of Berdal, provide security for compliance with its obligations vis-à-vis Berdal.
Berdal reserves the right to implement the agreement in instalments and to invoice the agreement in instalments, such in consideration of the principles of reasonableness and fairness.
If the other party can only terminate an agreement in consideration of a notice period then the said termination must take place in consideration of the said notice period by means of a registered letter with confirmation of receipt.
Arrangements with members of staff of Berdal who do not dispose of legally valid representative authority shall only have binding effect on Berdal if written confirmation of the latter took place.

ARTICLE 5 IMPLEMENTATION

The other party is familiar with the fact that Berdal, in order to implement the agreement as optimally as possible, relies on (services of) third parties. Berdal reserves the right to always have activities performed by third parties.
The agreement is implemented in joint consultation between Berdal and the other party, however the manner that the agreement is implemented is determined by Berdal.
Berdal shall make an effort to implement the agreement to the best of its ability. It can, however, never be held to implement an agreement that infringes a right, is in breach of a statutory duty or is in conflict with what is generally accepted according to unwritten law.
Berdal reserves the right to make minor changes in the agreement (as indicated in the offer or proposal) without, as a consequence thereof, being liable to pay compensation and/or without the other party thus being entitled to cancel the agreement or have it rescinded.
Minor deviations in colour print as well as in colour, thickness, weight and other dimensions and measurements, quality and finishing of the delivered material shall not entitle the other party to reject the products, to rescind (have rescinded) the agreement and/or to claim compensation from Berdal.
If Berdal offers and/or offered a product by means of a sample then the sample shall only be indicative of the product to be delivered by Berdal. Berdal reserves the right to make minor changes to the product compared to the relevant sample without as a consequence thereof being liable to pay compensation and/or without the other party thus being entitled to cancel the agreement or have it rescinded.
Any and all costs that are the result of official measures, including but not limited to safety regulations, are at the expense of the other party.
The other party is held to make any and all documents that Berdal required in order to properly perform the contract available and to provide any and all information required by the same. And to lend its cooperation if and when requested by Berdal.
The other party guarantees the correctness, completeness and reliability of the data and information made available to Berdal by or on behalf of the same.

ARTICLE 6 PRICES

Any and all stipulated prices are binding and excluding the turnover tax payable on the same and excluding other costs, including but not limited to packaging materials.
If the cost prices incur an increase due to, including but not limited to, official measures, salaries or import duties during the period between the date of the offer or proposal and that of delivery or, if there is question of instalments, the cost prices during the said instalments then Berdal shall be authorised to increase the price to be charged to the other party accordingly.
Berdal is entitled to stipulate that before the product(s) is (are) delivered the other party pays an advance. The level hereof is determined by Berdal within reason.
If Berdal made clear calculation errors then they can at all times be corrected by the same.
Any and all prices applied by Berdal are in euros, unless stipulated otherwise in writing.

ARTICLE 7 PAYMENT

Any and all payments must, unless expressly stipulated otherwise between the parties in writing, be made within thirty (30) days after the date of the invoice without any right of the other party to discount, suspension or setoff.
The payment must be made directly to Berdal through remittance to the bank account number indicated by Berdal, unless stipulated otherwise. The date of the credit entry on the bank account of Berdal qualifies as the date of payment.
If the other party does not comply with its payment obligations vis-à-vis Berdal or not properly, all as outlined above in paragraph 1, then the other party shall be in default without any further demand or notice of default being required. As the occasion arises Berdal shall be entitled to charge the statutory commercial interest plus 4 per cent points to the other party on the outstanding amount on a monthly basis, calculated from the due date up to the date of satisfaction in full. In this respect a part of a calendar month qualifies as a full calendar month.
Any and all costs of judicial and extrajudicial collection of the claim(s) are at the expense of the other party. They are set at 15% of the invoice amount, without prejudice to the right of Berdal to claim the additional damages from the other party. The said extrajudicial costs and interest are first paid from the incoming payments of the defaulting other party after which the oldest outstanding invoices are paid from the remaining amount.
If the other party tries to agree on a composition with its creditors, applies for suspension of payment or applicability of the Dutch Debt Management (Natural Persons) Act, in case of an attachment and/or liquidation of the business as also in case of death and/or a guardianship order and/or revocation of a credit limit issued for the benefit of the other party by the credit insurer of Berdal everything that Berdal can claim from the other party immediately falls due, without prejudice to the right to claim the additional damages.

ARTICLE 8 RESERVATION OF TITLE

Berdal reserves the title of any and all products delivered or yet to be delivered to the other party until the purchase price for the said product(s) was paid to Berdal in full. It is moreover noted that the reservation of title applies to any and all obligations deriving from the agreement that Berdal may acquire in respect of the other party.
The other party is held to store the product(s) delivered subject to reservation of title with due care and as recognisable property of Berdal.
If the other party fails to comply with its payment obligations vis-à-vis Berdal and/or Berdal has good ground to fear that it shall fail to comply with the said obligations and/or in the instances as intended in article 5 of these terms and conditions Berdal shall be entitled to take possession of the product(s) delivered subject to reservation of title without the intervention of a third party, including but not limited to a court. As the occasion arises the other party hereby already authorises Berdal to take possession of the relevant product(s) as also to enter the areas where the relevant product(s) is (are) located as well as those that provide access to the same.
The other party is held to forthwith inform Berdal in writing of the fact that third parties are enforcing rights in respect of the product(s) in respect of which Berdal reserved the title.
The other party is held to take out insurance for the product(s) against fire, explosion and water damage as also against theft during the period of the reservation of title and on demand the policies of the said insurances must be made available to Berdal for inspection.
As long as the title of the delivered product(s) has not been transferred to the other party the latter shall not be permitted to transfer the title of the delivered product(s) to third parties or to pledge or otherwise encumber or release use of the same, on any account whatsoever, unless stipulated otherwise in writing.
If Berdal takes back a product (products) in pursuance of this article then it shall prepare a credit note. The product(s) is (are) credited at the market value of the product(s) calculated at the moment of the return.
If the other party resells the product(s) to a third party and the purchase price for the said product(s) has not been paid (in full) yet then the other party is held to pledge the claim vis-à-vis the said third party to Berdal.

ARTICLE 9 DELIVERY

Any and all deliveries of Berdal take place ex warehouse / works, unless the parties stipulated otherwise in writing, in accordance with a further to be stipulated delivery period, applicable on the date of the offer and/or the agreement.
If delivery takes place at the address of the other party or at an address specified by the other party then Berdal can consider the address specified by the other party as such until the other party communicated a new address.
The product(s) is (are) carried at the risk and expense of the other party, unless the parties stipulated otherwise. The other party must take out insurance for the product(s) during the carriage.
Unless the parties stipulated otherwise in writing, the delivery is deemed to have taken place at the moment of actual release by Berdal of the product(s) to the carrier.
The delivery period is based on the circumstances applicable at the time of conclusion of the agreement. If through no fault of Berdal a delay occurs as a result of a change in the aforementioned circumstances or because products ordered for the implementation of the agreement in a timely fashion are not delivered to Berdal then the delivery period is, if so required, extended. As the occasion arises the delivery period is in any case extended by four (4) weeks without Berdal or the other party being entitled to rescind the agreement (partly) and without Berdal being held to pay any amount by way of compensation.
Berdal is entitled to deliver the product(s) in parts, unless the agreement deviates from this or if the partial delivery has no individual value. Berdal is entitled to invoice the delivered product(s) separately, unless this would be in breach of the principles of reasonableness and fairness.

ARTICLE 10 LATE RECEIPT

If the other party does not take receipt of the product(s) before the expiry of the final stipulated delivery period and/or if the other party rejects the product(s) then Berdal can store the product(s) at the expense of the other party, including the risk of loss of quality, including but not limited to deviations in the colour of the product(s) and the quality of the product(s). During the storage the other party can only remedy its default by accepting the stored goods. The other party must forthwith be informed in writing of the said storage.
Any and all costs incurred by Berdal for the storage of the product(s) are at the expense of the other party.

ARTICLE 11 COMPLAINTS

The other party is held to inspect the delivered product(s) at the moment of delivery.
Complaints / objections on account of deficits, defects, deviations from the indicated specifications or externally visible damages must be reported accurately by the other party on the consignment notes signed by the same.
Complaints / objections must be submitted to Berdal by registered post with confirmation of receipt within eight (8) days after delivery of the product(s).
Invisible defects or deficits must be submitted to Berdal by registered post with confirmation of receipt within eight (8) days after the discovery, however within three months after the date of delivery. Complaints must be described accurately by the other party.
Complaints shall not entitle the other party to suspend payment of the amounts payable to Berdal by the same.
If the complaint is, in the opinion of Berdal, justified then Berdal shall, at its sole discretion, repair the delivered product(s), make a subsequent delivery, replace the delivered product(s) free of charge upon return of the originally delivered product(s) or pay equitable compensation up to at most the invoice value of the delivered product(s) that the complaint is related to. Berdal shall not be held to pay any additional compensation or compensation for indirect damages.
The other party is not entitled to reject receipt of the product(s) or to return the product(s), unless Berdal agreed with this in writing. If the other party is of the opinion that the product(s) delivered by Berdal does (do) not correspond with what was sold to the other party then it shall give Berdal the opportunity to inspect the delivered product(s).
Complaints regarding the invoice amount must be submitted to Berdal by registered post with confirmation of receipt within ten days after despatch of the relevant invoice to the other party.

ARTICLE 12 LIABILITY

The liability of Berdal for any and all direct damages and costs that are caused by or are the direct result of a shortcoming in the implementation of the agreement shall at all times be limited to the net invoice amount.
Berdal shall never be liable for (any and all) indirect damages and costs that are caused by or are the direct result of a defect of the delivered product(s).
Berdal shall not be liable for damages caused by its staff or by suppliers or third parties relied on by Berdal during the delivery of the product(s), required for the implementation of the agreement, including (the consequences of) an overstepping of the date that the agreement must have been completed respectively samples must have been delivered.
Berdal shall make an effort to deliver in accordance with the agreement. Minor deviations regarding stipulated quantities, dimensions, colours, prints and/or other implementation references and/or thickness, quality and finishing of the delivered material shall not entitle the other party to reject the delivery, unless the said deviations are of such nature that they do, within reason, not have to be accepted by the other party.
Berdal shall not be liable for damages that are the result of incorrect information supplied by the other party.
Berdal shall not be liable for printing or typographical errors in images, brochures.
Berdal shall not be liable for damages that were inflicted on the product(s) during the carriage.
If it is agreed between the parties that Berdal shall supply labels with the product(s) then Berdal shall never be liable for potential mistakes in the labels.
Berdal shall not be liable if the other party and/or a contracting party of the other party does not observe the directions for use of the product(s), including but not limited to the safety regulations and storage recommendations.
The other party is held to indemnify respectively hold Berdal harmless against and for any and all claims of third parties for compensation for damages, including the liability of Berdal in these terms and conditions excluded in the relationship with the other party, unless the said damages are also the result of gross negligence on the part of Berdal.
If the other party, in consideration of the provisions set forth in article 11, complains about (the quality of) a product and the complaint is, in the opinion of Berdal, justified then Berdal shall, in consideration of the provisions set forth in article 11, provide for a new corresponding product, however with the exception of finishing, e.g. logos, prints, etc. Berdal shall never be liable for the costs of the said finishing (logos, prints, etc.).

ARTICLE 13 FORCE MAJEURE

For the purpose of these terms and conditions force majeure is understood as each and every circumstance beyond the control of Berdal – even if it could already be foreseen at the time of conclusion of the agreement – that permanently or temporarily hinders compliance with the agreement as well as, to the extent not already included in the same, (civil) war, threat of war, industrial action, lock-out, transport difficulties, fire and other serious disruptions within the company of Berdal or its suppliers.
If Berdal cannot comply with its obligations or not properly as a result of force majeure – as described in paragraph 1 of this article – then the said obligations are suspended until Berdal is again able to implement the agreement in the stipulated manner.
If Berdal has already partly complied with its obligations or can only partly comply with its obligations upon the occurrence of force majeure then Berdal shall be authorised to invoice the already delivered or deliverable part separately. As the occasion arises the other party shall be held to pay this invoice as if it regards a separate agreement.
If Berdal does not appear to be able to comply with its obligations vis-à-vis the other party within a reasonable period as a result of an event as intended in paragraph 1 of this article then both Berdal and the other party shall be entitled to rescind the existing agreement, without Berdal being liable to pay compensation to the other party for any damages related to the rescission.

ARTICLE 14 INTELLECTUAL PROPERTY RIGHTS

The other party is familiar with the fact that intellectual property rights may be established on the products, models, samples, logos, brochures, images and the like delivered in connection with the agreement, belonging both to Berdal and to third parties, which rights the other party shall respect and shall not infringe.
The other party is expressly not allowed to use these documents, materials and/or products as well as promotional material for other purposes or to reproduce, disclose or make these available to third parties or to otherwise surrender use of the same in a manner other than determined in the agreement between Berdal and the other party, unless with the express written consent of Berdal.
If the other party takes note of an infringement of the industrial / intellectual property rights as outlined above then it must report this immediately to Berdal. In case of a breach of the provisions set forth in this article the other party forfeits an immediately claimable penalty, not subject to discount or setoff, to Berdal of € 100,000.00, without prejudice to the right of Berdal to claim additional damages.
The other party guarantees Berdal that it is authorised to use the materials, models, samples, logos, images and the like made available by the same. The other party indemnifies Berdal against any form of liability whatsoever that may derive from the materials made available by the other party.

ARTICLE 15 APPLICABLE LAW AND CHOICE OF FORUM

Dutch law is applicable to these terms and conditions and to any and all agreements to which these terms and conditions are fully or partly applicable or further agreements that derive from the said agreements.
These terms and conditions were drawn up in the Dutch language. In case of a translation of the terms and conditions in a different language the Dutch version shall qualify as authentic and terms used must be read and understood in the context of the Dutch legal system.
Any and all disputes that may arise as a result of these terms and conditions or an agreement to which the present terms and conditions are applicable, or partly applicable, or as a result of further agreements that derive from the said agreements shall basically be settled by the relevantly competent court in the district of Almelo, unless Berdal wishes to, for reasons of its own, institute proceedings against the other party before the relevantly competent court in the place of residence of the other party.

GENERAL PURCHASING TERMS OF

BERDAL RUBBER & PLASTICS B.V.

ARTICLE 1: DEFINITIONS

Berdal Rubber & Plastics: user of these general purchasing terms and principal.

Goods: tangible objects to be supplied by supplier.

Services: performance of work.

Supplier: Berdal Rubber & Plastics’ contractor/counterparty.

Contract: agreements between Berdal Rubber & Plastics and the supplier concerning the supply of goods or services recorded in writing.

Delivery: placing one or more goods in the possession of or under the control of Berdal Rubber & Plastics and the possible installation/assembly of these goods, and the performance of services.

Order confirmation: written confirmation of order from Berdal Rubber & Plastics by the supplier.

ARTICLE 2: APPLICABILITY

These general purchasing terms will always apply to all legal acts by Berdal Rubber & Plastics relating to the procurement of goods and services. The applicability of all other terms used by the supplier, such as terms of sale, is expressly excluded. Deviations from and/or additions to these general purchasing terms will only be binding if and insofar as Berdal Rubber & Plastics has agreed to them in writing.

ARTICLE 3: ACCEPTANCE AND AMENDMENT OF THE ORDER

All orders and amendment orders from Berdal Rubber & Plastics must be confirmed by the supplier by returning a copy of the order confirmation or the amendment order duly signed by the supplier within 5 days, unless the order specifies a different period. If the supplier does not confirm the order as described above, no contract will be concluded between the parties. Berdal Rubber & Plastics can always retract an order even if the supplier has confirmed it. Amendments and/or additions to the contract are only binding if they have been agreed in writing by both parties.

Berdal Rubber & Plastics can always retract an order even if the supplier has confirmed it. Amendments and/or additions to the contract are only binding if they have been agreed in writing by both parties.

ARTICLE 4: PRICES

All prices are fixed and are DDP Berdal Rubber & Plastics’ place of business, excluding sales tax and including appropriate packaging. Prices are in euros; the supplier bears the risk of any exchange rate differences unless agreed otherwise.

ARTICLE 5: DELIVERY TIME

The supplier is obliged to strictly comply with the delivery date specified in the contract. Delivery times are of the essence. If the delivery time is breached without this having been accepted in advance by Berdal Rubber & Plastics the supplier will be legally in default and Berdal Rubber & Plastics reserves the right in all cases to dissolve the contract in full or in part without notice of default or judicial intervention and without prejudice to Berdal Rubber & Plastics’ other legal or contractual rights.

As soon as circumstances arise or are foreseeable which mean that the agreed delivery time cannot be met, the supplier will immediately notify Berdal Rubber & Plastics of this in writing, specifying the nature of the circumstances, the steps which the supplier has taken or will take, and the anticipated length of the delay, in the absence of which the supplier can no longer invoke these circumstances later. The contractor cannot invoke force majeure if it has not complied with this obligation.

The delivery will only be deemed to be completed if the agreed entirety of goods or services has been delivered in accordance with the contract at the place designated by Berdal Rubber & Plastics and at the agreed time. Berdal Rubber & Plastics has the right to postpone the delivery of goods and/or execution of work and services to a time to be determined by Berdal Rubber & Plastics and the right to designate a different place of delivery of goods and/or execution of works and services without this constituting a shortcoming and without the supplier gaining any right to reimbursement of costs and/or compensation.

If the supplier breaches the delivery date Berdal Rubber & Plastics is entitled to charge a penalty of 1.5% (with a minimum of € 250) of the agreed price of the delayed delivery calculated per full week of delay from the date of the agreed delivery period, but not exceeding 8% of the price of the delayed delivery. The payment of the penalty does not relieve the supplier of its contractual obligations. Berdal Rubber & Plastics is entitled to demand compliance with the contract and compensation for the actual loss suffered in addition to payment of this penalty.

ARTICLE 6: PACKAGING

The supplier is obliged to package the goods appropriately. Packaging must comply with the relevant legal regulations. Any instructions from Berdal Rubber & Plastics must be followed. The supplier is liable for damage caused by inadequate or incorrect packaging. Unless agreed otherwise, packaging will become the property of Berdal Rubber & Plastics without the supplier being entitled to charge a fee for this. The supplier declares that packaging material complies with the legal requirements in force in the Netherlands on the date of the order confirmation (e.g. Cadmiumbesluit (Cadmium Decree)). The supplier therefore guarantees that the packaging contains no environmentally harmful substances such as chlorofluorocarbons (CFCs) and polyvinyl chloride (PVC). The supplier is obliged to compensate Berdal Rubber & Plastics for loss which it suffers in connection with the use of such packaging material by the supplier. Berdal Rubber & Plastics has the right at all times to return the (transport) packaging materials at the supplier’s expense. Processing or disposal of (transport) packaging materials is the responsibility of the supplier. If Berdal Rubber & Plastics processes or disposes of packaging materials at the supplier’s request, this is done at the supplier’s risk and expense. The contractor will treat and insure loan packaging provided by Berdal Rubber & Plastics with due care.

ARTICLE 7: DRAWINGS, MODELS AND MOULDS

All drawings, models, matrices, moulds and other tools specifically required for Berdal Rubber & Plastics or which have been manufactured by the supplier on behalf of Berdal Rubber & Plastics are and will at all times remain the full property of Berdal Rubber & Plastics and must be returned to Berdal Rubber & Plastics immediately after completion of the production and/or at Berdal Rubber & Plastics’ first request. The supplier will neither use these nor allow their use by third parties for or in connection with any purpose other than performing deliveries to Berdal Rubber & Plastics unless Berdal Rubber & Plastics has expressly given prior permission. If Berdal Rubber & Plastics decides to amend the specifications, it will inform the supplier of this in writing.

The supplier is obliged at all times to make and/or supply the changes or additions to the information, drawings or moulds provided which form the subject of the contract which are desired by Berdal and technically possible.

Changes and additions as described above will not lead to an increase in the agreed price and/or extension of the agreed delivery time except and insofar this is reasonable and a proposal from the supplier to increase the price and/or extend the agreed delivery time has been notified to Berdal Rubber & Plastics in writing within five days after the request from Berdal Rubber & Plastics for that change or addition and this proposal has been accepted by Berdal Rubber & Plastics in writing.

ARTICLE 8: GOODS TO BE MADE AVAILABLE

All goods which are made available to the supplier by Berdal Rubber & Plastics for the execution of a contract will be sent carriage paid and remain the full and unencumbered property of Berdal Rubber & Plastics in all circumstances. The supplier undertakes to mark them as such insofar as this has not taken place, to carefully store them separately from other goods, and to return the goods to Berdal Rubber & Plastics at the first request. The supplier will allow Berdal Rubber & Plastics free access to its goods at all times for inspection thereof and/or to exercise Berdal Rubber & Plastics’ rights. The supplier is not permitted to pledge these goods or to grant third parties any other right over them. Damage to or loss of goods made available by Berdal Rubber & Plastics will be at the supplier’s expense.

If Berdal Rubber & Plastics makes goods available to the supplier for their use, processing or combination or mixing with goods that are not the property of Berdal Rubber & Plastics, Berdal Rubber & Plastics will remain or respectively become the owner of the goods thus created. The supplier is obliged to keep these goods in its custody clearly marked and will bear the risk for them up until the time of delivery of the goods to Berdal Rubber & Plastics.

If Berdal Rubber & Plastics makes goods available to the supplier for assembly or in order to test or activate the goods which have already been assembled, and if Berdal Rubber & Plastics gives an order for supervision of the assembly of these goods, the supplier will bear the risk for the goods from the time when they are made available until acceptance of the delivery by Berdal Rubber & Plastics. If the supplier both delivers and installs the goods at a (building) site or is charged with supervising this, it will bear the risk for the goods without interruption until acceptance of those goods by Berdal Rubber & Plastics.

ARTICLE 9: PLACE OF DELIVERY

Goods are delivered DDP according to the Incoterms in force at the time when the contract is concluded at the agreed place of delivery unless agreed otherwise in writing. If the goods are collected from the supplier by or on behalf of Berdal Rubber & Plastics the supplier must assist with loading without charging costs for this.

ARTICLE 10: TRANSPORT

The goods will always travel at the supplier’s expense and risk up to the place of delivery specified in the order confirmation. Accompanying documents and consignment notes must contain all legally prescribed information, the Berdal Rubber & Plastics purchase order number, the order date and a unambiguously itemised description of the size of the delivery including the Berdal Rubber & Plastics item number for each item line.

The supplier will package and/or secure the delivery such that it reaches the destination in good condition when transported normally and can be safely unloaded there. The supplier will carefully respect any special requirements for the packaging and/or security stipulated by Berdal Rubber & Plastics provided that these have been notified by Berdal Rubber & Plastics in good time.

The supplier will strictly observe Berdal Rubber & Plastics’ instructions concerning preservation, marking, shipping, insurance of the transport risk and accompanying shipping documents.

Shipments that do not comply with the provisions of these general purchasing terms may be refused by Berdal Rubber & Plastics.

ARTICLE 11: TRANSFER OF OWNERSHIP AND RISK OF OWNERSHIP

The transfer of the full ownership of the goods and the risk takes place as soon as the goods have been received by Berdal Rubber & Plastics. In the event of rejection within five (5) days after delivery by Berdal Rubber & Plastics the ownership and risk of the goods in question will remain with the supplier without Berdal Rubber & Plastics having any (payment) obligation with regard to these goods. The supplier will collect the rejected goods from Berdal Rubber & Plastics within three (3) days

In the event of payments that take place before delivery, ownership to the value of the payment will transfer to Berdal Rubber & Plastics at the moment of payment.

The supplier has no right of retention or right of suspension with regard to the goods and/or services. Any (extended) retention of title by the supplier has no effect.

Receipt of or payment for the goods constitute acceptance. Berdal Rubber & Plastics is not obliged to inspect or assess the goods at the time of delivery.

ARTICLE 12: DOCUMENTATION CONCERNING THE GOODS

The supplier is obliged to provide instructions for use and documentation concerning the safety of the goods, maintenance instructions, usage instructions and information concerning any export restrictions and other information specified in the contract, where applicable, to Berdal Rubber & Plastics simultaneously with delivery of the goods/services.

ARTICLE 13: PROGRESS CHECK

The supplier undertakes to allow an inspector designated by or on behalf of Berdal Rubber & Plastics access to its factory at all times to inspect and check the progress of the goods to be supplied. A check by a designated inspector does not mean that Berdal Rubber & Plastics has approved the production in question.

ARTICLE 14: WORK TO BE PERFORMED BY

THE SUPPLIER ELSEWHERE

During work within the locations specified by Berdal Rubber & Plastics the supplier is obliged to comply with the applicable laws and regulations concerning safety and the internal regulations and instructions from the personnel. Such instructions or the lack thereof do not relieve the supplier of its own responsibility with regard to the prevention of accidents and loss or damage.

ARTICLE 15: GUARANTEE

The supplier guarantees that the delivered goods and services comply with the contract. They have the properties that Berdal Rubber & Plastics may expect on the basis of the contract, particularly the properties required for normal use of the goods and the presence of which Berdal Rubber & Plastics need not doubt, and the properties needed for a particular use anticipated in the contract.

The supplier also guarantees:

a. that the goods/services fully comply with the requirement as contained in the order, specifications, drawings, calculations, the contract and all other documents provided by Berdal Rubber

& Plastics;

b. that the goods/services at least comply with the legal requirements and government regulations in force in the Netherlands, unless stipulated otherwise in the contract;

c. that insofar as the goods/services are produced in a location outside the supplier’s business premises and/or sites, the laws and government regulations in force for that place and the regulations which Berdal Rubber & Plastics has declared applicable for that place will be obeyed;

d. that the goods/services are of good quality and free of design, production and/or material defects, and that new materials and skilled personnel are used or deployed for the execution of the work associated with the goods/services;

e. that if the goods/services also consist of the provision of workers, the provision complies with the legal requirements and the workers will meet the agreed or (if no specific agreements have been made in this regard) general requirements for professional competence, and that the agreed number of workers will be continuously available during the agreed period.

If reference is made in the contract and/or the associated appendices to technical, safety, quality and/or other regulations that are not attached to the contract, the supplier is deemed to be familiar with these unless it informs Berdal Rubber & Plastics otherwise in writing without delay. Berdal Rubber & Plastics will then inform it further about these regulations.

ARTICLE 16: LIABILITY

In the event of any shortcoming on the part of the supplier in complying with its obligations under the contract or other contracts resulting from it, the supplier will be legally in default.

The supplier is obliged to rectify all shortcomings at Berdal Rubber & Plastics’ first request, either through repair or replacement or at least performing the services again, at Berdal Rubber & Plastics’ discretion. The supplier undertakes to carry out this rectification as quickly as possible, and in any case within the reasonable period stipulated by Berdal Rubber &

Plastics.

In the event of non-compliance by the supplier with its obligations as described above, Berdal Rubber & Plastics has the right to carry out or commission third parties to carry out what needs to be done at the supplier’s expense and risk, notwithstanding Berdal Rubber & Plastics’ right to dissolve the contract in full or in part and/or claim compensation. If this is necessary for the progress of Berdal Rubber & Plastics’ business operations and supplier is unable to repair or replace the goods and/or services itself without delay, Berdal Rubber & Plastics has the right to carry out or commission temporary repairs or to carry out or commission replacement services at the supplier’s expense.

The supplier will bear all costs of repair or replacement, including additional costs such as the costs of dismantling, transportation and reassembly.

The supplier is liable for all loss and damage caused to or by the supplied goods or by the services which it has performed. The liability also covers loss caused by exceeding the delivery time, indirect loss, including but not confined to loss or damage to other goods belonging to Berdal Rubber & Plastics, loss or damage to third parties’ goods, loss of profits, business interruption losses, contractual fines imposed on Berdal Rubber & Plastics by third parties and other indirect loss caused to Berdal Rubber & Plastics or third parties. The supplier will indemnify Berdal Rubber & Plastics with regard to this liability to third parties, and will fully compensate Berdal Rubber & Plastics where necessary. Berdal Rubber & Plastics has the right to require the supplier to take out insurance to cover these risks. The supplier is obliged to provide insight into the relevant insurance policy at Berdal Rubber & Plastics’ first request.

The supplier, including its servants and agents and employees, guarantees that its business activities in general and in executing a contract with Berdal Rubber & Plastics in particular comply with all provisions of applicable laws and regulations, expressly including but not restricted to provisions relating to competition, corruption, bribery, the environment, protection of personal data, computer crime and working conditions, as well as the REACH Regulation and other related laws and regulations.

The supplier is expressly prohibited from promising, offering or giving money, goods or services to employees of Berdal Rubber & Plastics or its servants and agents involved with the contract itself or on its behalf.

The failure of either party to demand compliance with any provision within a period specified in the contract does not affect the right to subsequently demand compliance.

ARTICLE 17: SEQUENTIAL LIABILITY

The supplier is not entitled to have any part of the contract performed by third parties or to make use of provided (“seconded”) workers without Berdal Rubber & Plastics’ prior written approval. The supplier indemnifies Berdal Rubber & Plastics against any claim which an employee insurance executive agency and/or tax authority claims to have against Berdal Rubber & Plastics on the basis of secondment and/or sequential liability.

ARTICLE 18: INTELLECTUAL PROPERTY

The supplier guarantees that the goods which it will supply to Berdal Rubber & Plastics do not breach third parties’ intellectual property rights, and indemnifies Berdal Rubber & Plastics against all claims made against Berdal Rubber & Plastics on this basis. The supplier will reimburse Berdal Rubber & Plastics for all expenses and loss resulting from any claim of liability against Berdal Rubber & Plastics by third parties on the grounds of an (alleged) breach of third parties’ intellectual property rights.

Goods and/or services will in any case be deemed to be defective in the sense of this article if defects are discovered in them within twenty-four (24) months after delivery unless the occurrence of defects is attributable to Berdal Rubber & Plastics.

ARTICLE 19: PAYMENT

Unless Berdal Rubber & Plastics complains about the quality or quantity of the delivered goods after receipt of the goods, payment will take place within 30 days after receipt of the invoice, unless a longer payment period is specified on the invoices, in which case Berdal will pay the invoice within the (longer) payment period specified on the invoice. Payment by Berdal Rubber & Plastics in no way implies approval of the goods/services or waiver of rights.

ARTICLE 20: ASSIGNMENT OF OBLIGATIONS

The supplier can only assign an obligation under the contract to a third party with Berdal Rubber & Plastics’ prior written permission. Reasonable conditions can be attached to this permission.

ARTICLE 21: CONFIDENTIALITY AND PROHIBITION

ON DISCLOSURE

The supplier will keep the existence, nature and contents of the contract and other business information concerning Berdal Rubber & Plastics confidential and not make anything about it public or disclose it or make it available to third parties without Berdal Rubber & Plastics’ written permission. If the preceding provision is breached, the supplier will be liable to pay Berdal Rubber & Plastics an immediately payable fine of EUR 10,000 per breach and EUR 1,000 per day that the breach continues without the need for any notice of default, without prejudice to Berdal Rubber & Plastics’ entitlement to full compensation from the supplier.

ARTICLE 22: DISSOLUTION

In the event of a shortcoming in the supplier’s compliance with its obligations under the contract and in the event of bankruptcy or payment moratorium, cessation or liquidation of the supplier’s business, in the event of the retraction of any licenses, seizure of (part of) the supplier’s business property or goods intended for the execution of the contract, or acquisition or any comparable condition of the supplier’s business, Berdal Rubber & Plastics has the right to dissolve the contract in full or in part without further notice of default and without judicial intervention, without being obliged to pay any compensation and without prejudice to Berdal Rubber & Plastics’ further rights. All claims against the supplier that Berdal Rubber & Plastics may have or acquire in these cases will be payable immediately and in full.

Notwithstanding the provisions of the preceding paragraph Berdal Rubber & Plastics is entitled to cancel the order/contract in full or in part at any time. In such cases Berdal Rubber & Plastics will only reimburse the supplier for the costs evidenced prior to the termination.

Notwithstanding all other rights Berdal Rubber & Plastics can dissolve the contract in full or in part without notice of default and without judicial intervention if the supplier or one of its subordinates, servants or agents or representatives offers or provides any benefit to a representative or employee of Berdal Rubber & Plastics.

ARTICLE 23: APPLICABLE LAW

All orders and all resultant contracts of which these purchasing terms form part are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.

ARTICLE 24: DISPUTES

All disputes, including disputes that are only viewed as such by one of the parties, will be exclusively submitted to the competent court for Berdal Rubber & Plastics’ place of business.