| CONDITIONS OF SALE |
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GENERAL CONDITIONS of the private company with limited liability 1.1 In these conditions, "Marvex" shall be understood to mean Marvex bv 1.2 In these conditions, "purchaser" shall be understood to mean: the natural person who, or the legal entity which, is connected with the purchase of goods from Marvex, the supply of services or the performance of any other service for Marvex or is negotiating with Marvex to that end. 1.3 In these conditions, "parties" shall be understood to mean Marvex and the purchaser. Article 2
General 2.2 These conditions may be presented, inter alia, on (the reverse of) stationery, quotations, price-lists, order confirmations or invoices. 2.3 Special clauses that deviate from these conditions or supplement the same shall only be binding if they are agreed in writing and apply only in each individual case. 2.4 The applicability of general conditions operated by the purchaser shall be expressly rejected. 2.5 In the event that these conditions are also drawn up in a language other than Dutch, the Dutch wording shall always be decisive in disputes. 2.6 In the event that any provision in the agreement and/or these conditions cannot be invoked, for any reason whatsoever, this provision shall be ascribed as much of a corresponding meaning as possible in terms of content and purport in such a way that this provision can be invoked. Any nullity of the agreement and/or these conditions shall not prejudice the validity of the remaining section of the agreement and/or these conditions. 2.7 If, should the case arise, Marvex does not demand the strict observance of these conditions, this shall not be construed to mean that these conditions do not apply or that Marvex forfeits the right to demand the strict observance of these conditions in future cases, whether or not they are similar. Article 3 Offers 3.1 All offers, quotations, costings and the like made by Marvex, both separately and in price-lists, verbally, in writing, by telephone, facsimile or in any other way, shall be completely non-binding. 3.2 All information and/or specifications with respect to colours, sizes, numbers, weights, content, finish and the like provided in an offer and the like shall always be approximations and only binding on Marvex if the same is expressly confirmed in writing. 3.3 The provisions contained in sub-clause 2 shall also apply to displayed or supplied samples, models or examples. The quality of the items to be supplied may deviate from the sample, model or example, unless Marvex expressly informs the purchaser beforehand in writing that the delivery shall be made in exact accordance with the sample, model or example. 3.4 If an offer and the like made by Marvex is not followed by a written order within 14 days, the offer shall lapse and Marvex may demand that the quotation be returned postage-paid together with all calculations and the like associated therewith within eight days. Article 4 Agreements 4.1 An agreement between the parties shall come into being at the moment Marvex confirms a purchaser's order in writing or at the moment Marvex starts to carry out the order. 4.2 Any supplementary agreements or amendments made subsequently shall be binding on Marvex only if it has confirmed these in writing. 4.3 Agreements with subordinate members of staff or representatives or any other intermediaries of Marvex shall not be binding on Marvex in so far as such agreements are not confirmed in writing by the management of Marvex. 4.4 The order confirmation shall be presumed to reflect the agreement accurately and completely, unless otherwise indicated by facsimile on demand. 4.5 Marvex shall be authorised to make changes to colours, sizes and the like within reasonable limits if, in Marvex's opinion, that is justified for technical reasons. 4.6 If Marvex concludes an agreement with two or more persons or legal entities, each of these persons or legal entities shall be jointly and severally liable in respect of the fulfilment of the undertakings arising for them under this agreement. 4.7 Marvex shall reserve the right to call on the services of third parties when performing the agreement concluded with the purchaser. Article 5 Intellectual and industrial property 5.1 Unless otherwise agreed in writing, Marvex shall retain the copyrights and all other intellectual or industrial property rights with respect to the designs, drawings, sketches, samples, calculations, specimens, models, software and quotations provided by it. Such items shall remain Marvex's property and may not be copied, shown to third parties or used in any other way without its express agreement, regardless of whether the purchaser bears the costs thereof. The purchaser shall be obliged to return such items to Marvex at its first request. 5.2 In the event of the provisions contained in this article being breached, the purchaser shall be liable to pay a fine of NLG 1,000 for each breach or for each day, including part thereof, without prejudice to the other rights that Marvex may enforce. Article 6 Prices 6.1 The agreed prices shall be based on cost-determining factors at the time of the offer. Marvex shall reserve the right to pass on to the purchaser the costs of changes to those cost-determining factors on which Marvex cannot reasonably exercise any influence, such as an increase in the price of materials, freight and the cost of transportation, social security charges, customs duties, import/export duties and VAT, arising after the date of the offer or order confirmation. 6.2 The purchaser shall bear the costs of supplements and/or amendments to the order or agreement. 6.3 The prices shall apply for delivery from the factory/storehouse/warehouse and be exclusive of VAT. Any transport costs and insurance charges shall not be included in the price, unless otherwise agreed in writing. Article 7 Payment 7.1 Net cash payment shall apply to each agreement. 7.2 Setoff or postponement of the purchase price to be paid by the purchaser shall not be permitted. 7.3 All payments shall be made at the office of Marvex or to a bank or giro account to be designated by Marvex. 7.4 Payments shall be made in the currency in which the prices agreed by Marvex are expressed in writing. 7.5 Payments made by the purchaser shall always extend first to settlement of the default interest owed and (extra)judicial costs and then be applied in reduction of the oldest outstanding debt, even if the purchaser has already communicated that the payment relates to a subsequent debt. 7.6 The purchaser shall be in default as a result of the advised credit term expiring, without any default notice being required to this effect. If Marvex has reason to doubt the full observance of the purchaser's obligations, debts owed to Marvex shall be forthwith due and payable, irrespective of any agreed credit term. 7.7 While in default, the purchaser shall be liable to pay default interest of 1.5% per month or part thereof with respect to the outstanding debts. At the end of each year, the amount on which the default interest is calculated shall be increased by the interest due for that year. 7.8 In the event of extrajudicial collection, the purchaser shall be liable to pay the collection costs actually incurred by Marvex, in addition to the principal sum and the default interest. The extrajudicial collection costs shall not be less than: 7.9 If the purchaser is in default with any payment, Marvex may suspend its services, whereas it may terminate the agreement without judicial intervention. 7.10 In this last case, the purchaser shall be obliged to pay Marvex 25% of the due dates which have not yet fallen due and/or amounts not yet due as compensation for the sales costs and loss of profit incurred. The purchaser shall also be obliged to reimburse all other costs incurred by Marvex in preparation for the services to be supplied by it, plus any other loss suffered by Marvex. Article 8 Deposit and security 8.1 On entering into the agreement, Marvex may demand a deposit (advance payment) prior to or during execution of the order. Before delivering or continuing with the delivery or performance of the agreement, Marvex may always demand that the purchaser provide adequate security with respect to the fulfilment of its payment obligations. The purchaser undertakes to provide the demanded security within eight days. Expiry of this deadline shall put the purchaser in default, without any default notice being required to this effect. Article 9 Retention of title 9.1 Marvex shall retain title to all items it delivers to the purchaser until the purchase price for all such items, including any future items, is paid in full. If Marvex carries out activities for the account and at the risk of the purchaser under these sales agreements, the retention of title shall apply until the purchaser has also paid these debts owed to Marvex in full. Retention of title shall also apply to the debts that the purchaser may owe Marvex with respect to the purchaser's failure to perform one or more of its other obligations towards Marvex. So long as the title to the delivered items is not transferred to the purchaser, the purchaser may not pledge the items or grant any other right thereon to a third party, subject to the provisions of Article 9.3. Delivered items, which are transferred to the purchaser's ownership as a result of payment and still remain in Marvex's care, shall be held in pledge by Marvex as additional security for debts which the purchaser may still owe Marvex for whatever reason. 9.2 The purchaser shall take due care of the items delivered under retention of title and always keep it as recognisable property of Marvex. The purchaser shall insure the items against all usual risks for the duration of the retained title. All claims made by the purchaser to the insurers of the items by reason of said insurances shall, as soon as Marvex expresses the wish, be pledged by the purchaser to Marvex in the manner indicated in Article 3:239 of the Netherlands Civil Code, as additional security for the purchaser's debts to Marvex. If the purchaser fails to perform its payment obligations towards Marvex or gives Marvex good reason to fear that it will fail to perform its obligations, Marvex may take back or have returned the items delivered under retention of title at any time. Following return of the items, the purchaser shall be credited with the market value, which under no circumstances may be greater than the original purchase price, less the costs incurred for the return. 9.3 The purchaser shall be permitted to sell and to transfer to third parties the items delivered under retention of title or retained in pledge in accordance with the usual exercise of its business. In the event of a credit sale, the purchaser shall be obliged to stipulate a retention of title from its customers in line with the provisions contained in this article. The purchaser undertakes not to assign to third parties or pledge debts owed by its customers, without prior written agreement from Marvex. The purchaser also undertakes to pledge the debts in question to Marvex, as soon as Marvex expresses the wish in this connection, in the manner indicated in Article 3:239 of the Netherlands Civil Code as additional security for the purchaser's indebtedness for whatever reason. Article 10 Right of retention and pledge 10.1 Marvex may hold on to items, documents and monies for another party for the account and at the risk of the purchaser until such time that the purchaser has fulfilled all its obligations towards Marvex. 10.2 All items, documents and monies which Marvex has in its possession or shall receive for whatever reason, shall be held as security against all its existing or future debts from the purchaser. 10.3 Marvex may also exercise the rights granted to it in (1) and (2) with respect to the purchaser's outstanding indebtedness in connection with earlier agreements and/or deliveries. 10.4 In the case of non-payment of the debt, the pledge shall be sold in the manner stipulated by law or - if an agreement has been reached in this respect - privately. Article 11 Delivery and delivery period 11.1 The delivery periods specified by Marvex shall be duly based on the circumstances prevailing at the time the agreement was concluded. 11.2 As a result of the nature of its business and its products, Marvex shall to a considerable extent depend on the services provided by third parties (such as suppliers, carriers, customs authorities and other bodies), so that Marvex cannot guarantee that placed orders shall be delivered in full and on time. 11.3 The delivery periods specified by Marvex shall always be an approximation and not absolute deadlines. Overshooting these delivery periods shall not entitle the purchaser to terminate the agreement, unless Marvex is in default for more than 60 days, having been notified of the default. Compensation shall never be payable by Marvex. 11.4 Items sold by Marvex shall be delivered from the factory/warehouse/ storehouse in which the same are located on entering into the agreement. The risk shall pass to the purchaser the moment the items have left the company or storage area or, if earlier, the moment the items are put aside for the purchaser and a report is made or sent to the effect that the purchased items are ready for delivery. The transport risk shall be borne by the purchaser. 11.5 The purchaser's right to delivery arising from an agreement shall not be transferable without Marvex's written agreement. 11.6 The purchaser shall be obliged to collect the purchased items within 48 hours of being notified in writing that such items are available. Following expiry of this period, Marvex may, without prejudice to its authority to demand performance, cancel the order, in which case the purchaser shall pay Marvex 25% of the agreed sale price as compensation for the sales costs and loss of profit incurred, unless Marvex demands payment for the actual loss. Article 12 Resale 12.1 The purchaser shall only sell the products purchased from Marvex under this agreement exclusively in the original Marvex packaging in undamaged and unaltered condition. 12.2 The purchaser may not use or allow products supplied by Marvex to be used as an incentive to sell other products without Marvex's prior express agreement in writing. 12.3 In the event of the provisions contained in this article being breached, the purchaser shall be liable to pay a fine of NLG 1,000 in respect of each breach, without prejudice to any other rights which Marvex may enforce. Article 13 Publicity material 13.1 Publicity material that Marvex provides to the purchaser, whether or not for the benefit of supporting the sale of products, shall remain Marvex's property. 13.2 The purchaser shall be required to return the publicity material to Marvex at its first request, postage-paid and at the purchaser's risk, in undamaged and unaltered condition. Article 14 Packaging 14.1 Packaging shall be charged by Marvex at cost price and not be taken back, unless prescribed by law. 14.2 Any "loan packaging" shall be required to be cleaned and returned by the purchaser to Marvex again in undamaged condition within 14 days following the date of delivery. If the purchaser defaults hereon, it shall then be liable to pay Marvex the costs of cleaning, repairing or replacing the loan packaging. Article 15 Complaints 15.1 The purchaser shall be required to check the delivered items immediately following delivery for any deviations from what was agreed. Any complaints must be lodged, stating the precise facts to which these complaints relate, with Marvex in writing and be received by Marvex within eight days following the date of delivery, failing which, the purchaser shall be presumed to have accepted the items delivered or services rendered on an irrevocable and unconditional basis. Any legal proceedings must be instituted not later than one year following the timely complaint on penalty of extinction. 15.2 Each right of complaint shall become extinct if and as soon as the purchaser opens, processes or alters the delivered items or mixes them with other items. 15.3 A complaint shall be disallowed in respect of slight deviations in quality, size, weight, colour, quantity and the like, which are usual in the trade and the industry. 15.4 Marvex shall only be obliged to take due note of lodged complaints, if the purchaser has fulfilled all its contractual obligations towards Marvex for whatever reason. The purchaser shall not be entitled to suspend its obligations in connection with a complaint lodged by it. 15.5 If, considering the above, the complaint lodged by the purchaser is well-founded, Marvex shall, following consultation with the purchaser, arrange for a product of the same type to be redelivered within a reasonable period, the introduction of the necessary improvements or the application of a reasonable price reduction. Full or partial termination of the agreement by the purchaser shall only be possible with Marvex's cooperation. Article 16 Returns 16.1 Returns to Marvex shall only be permitted following consultation between the parties. 16.2 Returns to Marvex shall be made for the account and at the risk of the purchaser. In the case of a justified complaint, the postage shall be reimbursed by Marvex. 16.3 Marvex shall be entitled to refuse returns that are sent late and/or are clearly unfounded, in addition to returns which have not been paid for in advance. 16.4 If Marvex stores the returned items or concerns itself with these items in any other way, this shall occur for the account and at the risk of the purchaser. Approval or acceptance of the return may never be inferred from such measures. The purchaser shall not be entitled to claim compensation. Article 17 Liability 17.1 Marvex shall not be liable for business interruption, property damage, bodily injury or any other loss whatsoever that may arise with respect to the purchaser and/or third parties, except in the case of a wilful act or gross negligence and unless by virtue of the statutory regulation in respect of product liability. 17.2 Without prejudice to the provisions contained in the previous sub-clauses and except in so far as a higher amount is paid out under its legal liability insurance, Marvex's liability shall be limited to the loss which was foreseeable as a possible consequence of the act under an obligation to be indemnified, up to the amount of the net invoice value of the service/delivery which resulted in the claim concerned of the purchaser and/or third parties. 17.3 Without prejudice to the above, Marvex shall not be any more liable for products/items which it has obtained from third parties than these third parties are towards Marvex. 17.4 Under no circumstances shall Marvex be liable if the purchaser has failed to notify Marvex of the loss within 14 days of ascertaining or being able to ascertain such loss. 17.5 Marvex shall stipulate all statutory and contractual defences which it may invoke to avoid its own liability towards the purchaser, also with regard to its subordinates and non-subordinates for whose conduct it shall be liable according to the law. Article 18 Holding-harmless 18.1 The purchaser shall hold Marvex fully harmless with respect to any form of liability which could be incumbent on Marvex towards third parties relating to items delivered or services rendered by Marvex, in so far as such liability is not incumbent on Marvex by virtue of these conditions. 18.2 The purchaser shall also hold Marvex fully harmless with respect to claims of third parties relating to items that Marvex has in its possession in connection with the execution of the agreement, in so far as such liability is not incumbent on Marvex by virtue of these conditions. Article 19 Force majeure 19.1 Force majeure ("non-attributable failure") shall be understood to mean the following: any unforeseeable circumstance independent from the will of the parties, as a result of which performance of the agreement by the purchaser can no longer be reasonably demanded by Marvex. 19.2 Force majeure shall in any case include: strike, extreme absenteeism due to illness of Marvex staff, transportation difficulties, fire, government measures, including in any case import and export restrictions, breakdowns at Marvex, problems with suppliers, forced interruptions or hindrances as a result of which the performance of the agreement is more expensive and/or encumbered, such as storm damage and/or any other natural catastrophes, together with non-performance ("attributable non-performance") by Marvex's suppliers, as a result of which Marvex cannot, or can no longer, fulfil its obligations towards the purchaser. 19.3 If a situation of force majeure arises, Marvex shall be entitled to suspend performance of the agreement or to terminate the agreement in full; the purchaser may also do this, but only after Marvex has not fulfilled its obligations for 60 days. In that case, Marvex shall not have to pay any compensation. 19.4 Marvex may claim payment in respect of services rendered under this agreement before the circumstance resulting in force majeure occurred. 19.5 Marvex may also plea force majeure if the circumstance resulting in force majeure occurs after the service had to be rendered. Article 20 Applicable law and disputes 20.1 All legal relations between the parties shall be exclusively subject to Dutch law. 20.2 The provisions of the Vienna Sales Convention shall not apply, nor shall any other existing or future regulation in respect of the purchase of movable material property the working of which may be excluded by the parties. 20.3 All disputes, which may arise between the parties hereto and which come under the jurisdiction of a district court, shall be judged in the first instance and in interim injunction proceedings under the exclusive jurisdiction of the district court in 's-Hertogenbosch. 20.4 The purchaser shall elect domicile at the office of Marvex for disputes with respect to the performance of the agreement or the application of these general conditions. Marvex shall do everything that can reasonably be demanded of it to send (legal) documents to the purchaser's last-known address. 20.5 The proceedings shall be conducted in Dutch. 
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