GENERAL CONDITIONS OF SALE AND DELIVERY STRATTNER B.V.
VERSION NOVEMBER 2019


1. Definitions
1.1. In these General Conditions:
a. "Agreement" means an agreement for the supply of Products by STRATTNER to Purchaser,
b. "General Conditions" means these general conditions of sale and delivery,
c. "STRATTNER" means STRATTNER B.V., having its registered office in Amsterdam, the Netherlands,
d. "Purchaser" means any person, legal or natural, that has entered into or wishes to enter into an Agreement with STRATTNER,
e. "Offer" means any written offer for the supply of Products submitted by STRATTNER to Purchaser. Unless otherwise explicitly agreed in writing any offer will only be applicable for 30 working days.
f. "Purchase Order" means an order of the Purchaser for the supply of Products, specifying the requested Products, quantity of the requested Products, agreed prices and conditions.
g. “Products” means all products STRATTNER markets.
h. “Sales Confirmation” means the formal agreement of terms and conditions for the delivery of Products.
1.2. If not explicitly otherwise agreed, the interpretation of a delivery condition used in the General Conditions or the Agreement shall be governed by the latest edition of INCOTERMS established by the International Chamber of Commerce.

2. Applicability
2.1. The General Conditions shall apply to and be part of any Agreement between STRATTNER and Purchaser. These General Conditions also apply to all pre-contractual situations between STRATTNER and Purchaser.
2.2. Any general conditions put forward by Purchaser shall not apply, are expressly repudiated and shall not be binding, unless and to the extent that they have been specifically accepted by STRATTNER in writing.

3. General Conclusion of Contract
3.1. Unless otherwise explicitly agreed in writing, any Offer will only be valid for 30 working days following the date of the Offer. All Offers of STRATTNER shall be made without engagement and can be revoked at the sole discretion of STRATTNER, regardless of whether it includes a term for acceptance.
3.2. All Orders are not binding on STRATTNER unless they are confirmed and accepted by STRATTNER by written Sales Confirmation. STRATTNER reserves the right to refuse an Order, such at its sole discretion. Unless the Purchaser disputes the Sales Confirmation within 5 (five) days after receipt thereof, the Sales Confirmation shall be binding upon the parties.
3.3. Statements of acceptance, verbal Agreements and all other acts intended to have legal effect (rechtshandelingen) by STRATTNER's representatives shall only become binding in so far as they have been confirmed by STRATTNER in a Sales Confirmation.

4. Prices
4.1. Unless otherwise agreed, prices agreed upon shall be based on delivery at place. Any additional costs as for example incurred by package, freight import duty, installation, insurance premiums etc. as well as the legal value added tax (VAT) are for the Purchaser’s account.
4.2. The delivery at place total price applicable shall be the price confirmed in the Sales Confirmation and is applicable per separate Order.
4.3. Upon mutual consent price adjustments can be charged to Purchaser.

5. Terms of Payment
5.1. STRATTNER shall invoice the Customer for each separate delivery of the Products. All invoices are due and payable according to the payment terms and method settled in the invoice, unless otherwise agreed in writing.
5.2. If payment has not been made in accordance with this article 5 STRATTNER will charge interest, without prior notice being required, at an interest rate equal to the London Interbank Offered Rate (LIBOR) + 1%. Interest will be compounded on a weekly basis. This shall not prejudice STRATTNER's right to seek full compensation for damages incurred as a result of or in connection with violation of payment obligations.
5.3. All amounts to be received by STRATTNER should be received net of banking costs, VAT, any other (withholding) taxes, etc.

6. Time of Delivery
6.1. Periods and dates of delivery shall be non-binding, unless they have been designated by STRATTNER as binding expressly and in writing. A period of delivery commences on the date of STRATTNER's order confirmation, provided that all technical and commercial details have been clarified and all necessary licenses have been granted.
6.2. If Purchaser requests a change as to the terms and conditions of delivery, the parties shall agree on good faith on such change. In such event, STRATTNER shall be entitled to extend the period of delivery accordingly.
6.3. The agreed period of delivery shall be based on the circumstances as foreseen at the time of conclusion of the Agreement. If delivery is prevented by unforeseen circumstances STRATTNER shall be entitled to extension of the period of delivery for the term of the impediment. STRATTNER shall notify the Purchaser of such impediment forthwith.
6.4. If delivery is prevented for a reason other than an unforeseen circumstance or force majeure as set under article 11 hereof, STRATTNER shall only be in default after the Purchaser has paid its invoices and has served written notice upon STRATTNER granting a reasonable period for delivery, and delivery has not been made within this period.

7. Delivery
7.1. Unless explicitly otherwise agreed in writing, delivery shall be made delivery at place.
7.2. Transport is always to take place in the name and for the account and risk of STRATTNER.
7.3. Purchaser shall co-operate with the delivery of the Products and shall timely take receipt of the Products. If Purchaser refuses delivery, the day on which Purchaser refuses to take delivery shall constitute the day of delivery. Purchaser shall be deemed to have refused delivery, if the Products have been presented for delivery, but delivery has proved impossible by reasons attributable to the Purchaser. In such case the Products will be stored for the risk of Purchaser. The costs of storage and handling will be for the account of Purchaser.
7.4. Refusal by Purchaser does not exempt Purchaser form its payment obligations.
7.5. STRATTNER shall deliver the Products with package to be determined by STRATTNER. If the Purchaser requires different packaging this should be clearly indicated in the Sales Confirmation and will be charged separately.
7.6. This article 7 shall not prejudice STRATTNER's retention of title as set out under article 8 hereof.

8. Retention of Title
8.1. The title to all Products delivered by STRATTNER to Purchaser shall remain with STRATTNER until full and final settlement of all amounts payable under the Agreement or any other agreement between STRATTNER and Purchaser.
8.2. If the delivered Products are meant for export, the effects in rem of the retention of title are subject to the law of the state of destination, insofar as such law regarding the retention of title is more favourable to STRATTNER than the law applicable further to article 12 hereof will be applicable.
8.3. Provided payment has been done, the Purchaser shall be entitled to process the Products under the right of retention only in the course of normal business transactions and at its normal terms. The Purchaser hereby agrees that upon request of STRATTNER, Purchaser shall undertake to create a pledge as provided in article 3:239 Dutch Civil Code on any claims Purchaser has on its customers as security for the claims for STRATTNER's claims on Purchaser.
8.4. The authorisation to process the Products shall lapse without prior notice being required, if the Purchaser defaults its (payment) obligations under the Agreement or any other agreement or if STRATTNER has reasons to expect that Purchaser will default its payment obligations.
8.5. If the authorisation of the Purchaser to process the Products lapses, Purchaser shall be obliged to provide STRATTNER with information concerning the Products falling under STRATTNER's right of retention and their location and to return the Products to STRATTNER, upon first request of STRATTNER. In order to enforce the claim for return of the Products, STRATTNER has the right to enter the premises of the Purchaser and remove the Products to which STRATTNER retains title.

9. Inspection, complaints and warranty
9.1. Purchaser shall upon delivery of the Products immediately and as thoroughly as possible inspect the Products. Purchaser shall notify STRATTNER in writing of any complaints regarding the Products within 90 days after delivery of the Products.
9.2. STRATTNER shall not make any warranty regarding the suitability of the Products for the intended purpose of the Purchaser, not including defects of the Products that are caused by the manufacturer.
9.3. STRATTNER does not make warranty of any kind, express or implied, including without limitation, any warranty of merchantability or fitness for particular purpose with respect to the Products sold. The Purchaser must make its own determination of the suitability and completeness of the Products for the intended purpose.
9.4. The lodging of a complaint does not discharge Purchaser from its payment obligations towards STRATTNER.

10. General Limitation of Liability
10.1. STRATTNER's liability for direct loss or damage, whether caused by breach of contract, tort or otherwise shall be limited to twice the invoice value of the respective delivery.
10.2. In all cases STRATTNER’s liability cannot exceed the liability of the manufacturer of the Products.
10.3. In case the instructions of use of the Products as provided by Strattner and/or the manufacturer of the Product are not strictly followed, STRATTNER cannot be held liable.
10.4. The above provision shall not apply to claims arising from personal injury or damage to privately used objects under Product Liability Law.

11. Force majeure
11.1. Neither party shall be liable for any default or delay in the performance of its obligations if such default or delay is caused by events beyond the control of the party affected, provided that such events were unforeseeable on the date of signing of this Agreement.
11.2. In the case of STRATTNER, force majeure shall include the situation in which STRATTNER is not or only partially supplied with Products by its supplier and the failure in supply cannot be attributed to the supplier since it is neither attributable to its fault nor for its account pursuant to law, or generally accepted principles.
11.3. If any force majeure event substantially prevents, hinders, or delays performance under the Agreement for more than 4 (four) consecutive months, then each party may terminate the Agreement without incurring any liability. In this case, any previous (partly) delivered service or Product also must be part of this termination.

12. Applicable law and Jurisdiction
12.1. If the Purchaser has its principle place of business in one of the member states of the European Union, any dispute arising out or in connection with an Agreement shall in first instance exclusively be submitted to the competent courts in Amsterdam, the Netherlands. 12.2. If the Purchaser does not have its principal place of business in a member state of the European Union, any dispute arising in connection with an Agreement, shall be finally settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The place of arbitration shall be Amsterdam, the Netherlands and the arbitral procedure shall be conducted in the English language. Consolidation of the arbitral proceedings with other arbitral proceedings pending in the Netherlands, as provided in art. 1046 of the Netherlands Code of Civil Procedure, is excluded.
12.3. Dutch law is exclusively applicable to these General Conditions, as well as to all Offers and Agreements to which these General Conditions apply. The Vienna Sales Convention is not applicable.
13. Data of the Purchaser
13.1. STRATTNER is entitled to register personal data of the Purchaser by electronic data processing.