GENERAL TERMS AND CONDITIONS OF DICKSON HOLLAND BV
(filed with chamber of commerce dated 03-05-2018)

Article 1 Definitions
In these general terms and conditions, the following terms are used in the following sense unless expressly
otherwise indicated.
User: the user of these general terms and conditions, being Dickson Holland B.V., hereinafter also referred to as "us" or "we".
Customer: the User's other party acting in the course of a profession or business.
Order: an order from the Customer for the delivery of one or more Products.
Agreement: the (purchase) agreement for the delivery of one or more Products concluded between the User and
the Customer.
Parties: the Customer and the User together.
Product(s): the products offered and/or supplied by the User.
Article 2 General
These general terms and conditions apply to legal relationships between the Client and the User, and in each case to
each Agreement, unless the Parties expressly agree otherwise in writing. These general terms and conditions make
integral part of each Agreement.
Any deviations from these general terms and conditions shall be valid only if expressly agreed in writing between Parties
have been agreed upon.
The applicability of any purchase or other conditions of the Customer is expressly rejected.
If one or more of the provisions in these general terms and conditions are null and void or may be annulled, this shall have no
affect the validity of the other provisions in these general terms and conditions, and these other
provisions shall apply in full. The parties will then consult with each other in order to agree on one or more new provisions for the purpose of this Agreement.
replace the provisions that are null and void or nullified, whereby, if and to the extent possible, the purpose and the
purport of the original provision must be observed.
In the event of a conflict between a provision of these general terms and conditions and a provision of the Agreement, the
provisions of the Agreement.
Article 3 Offers and Orders
All our offers, whether in the form of price lists, brochures, quotations or in any other form, should be taken as a whole
be considered and are either non-binding and therefore revocable. Offers do not apply to future Orders unless
expressly agreed otherwise between the Parties.
An Agreement is only established when we confirm an Order or when we actually execute it.
GIVING. Orders may be placed separately or on the basis of a Long-Term Agreement. Each individual order placed by
our confirmed Order shall be deemed an Agreement, even if placed pursuant to an Agreement
for a longer duration.
We are entitled at any time to refuse, or not confirm, an Order without giving any reason. We are at all times
at all times entitled to make it a condition of confirmation or execution of an Order that the amount of the Order, even if
or not in part, is paid in advance, that one or more outstanding invoices be paid first by the Customer, or that the Customer be
states a form of certainty.
In the event of a discrepancy between the Order and the order confirmation, the Customer must object in writing prior to execution of the Order.
Failing this, the order confirmation shall apply.
When we supply Products to a Customer's specifications, we base production on the specifications and information provided by
the Customer provides to us; inaccuracies or omissions therein shall be the sole responsibility of the Customer. For Products on
based on specifications, the Customer is obliged to take a sample or model and test it first. Samples or models
are presumed to have been provided as an indication, unless it is expressly agreed between the Parties that the deliverable is
product will correspond to it.
Without prejudice to the provisions of the previous paragraph, the Customer is obliged to examine whether a Product is appropriate
for the application intended by the Client. For this examination, the User shall, at the request of the Client, free of charge
provide samples, which the Customer is obliged to test for the desired application.
All prices are for delivery from our warehouse and do not include VAT. They are based on the prices at the time of the offer.
applicable price-determining factors. We are authorized to change the prices quoted or agreed on the basis of occurred
increase in the cost of raw materials, personnel, machinery, energy, government levies or other price determining
factors to adjust.
For Orders below an amount set by us, transportation charges, in addition to any other charges, will be extra in
charged, unless expressly agreed otherwise.
Discounts are deemed to have been granted once each time. Previously granted discounts do not bind us in any way for
subsequent Orders or Long-Term Agreements.
All agreements, commitments and statements made by our employees, including sales representatives, are to us
binding only after we have confirmed them in writing, by an authorized representative of the User.
Orders once placed cannot be changed without prior confirmation of that change by us. We are
entitled to charge for any increased costs associated with a change.
Article 4 Cancellation
Orders once confirmed must be taken by the Customer. In the event that the Customer accepts an Order confirmed by us
cancels in whole or in part, we may require the Customer to pay all costs incurred in connection with this Order,
including storage costs, materials procurement costs and preparation costs, as well as commission costs, in full to
reimbursing us.
In addition, we are entitled to demand compensation from the Customer for all damages resulting from the cancellation,
including loss of profits and interest, of at least 35 % of the value of the Order.
Article 5 Delivery and risk
Stated delivery times are target times and not deadlines. If an estimated delivery time is exceeded, we will
contact the Customer to specify a new delivery time. We are in default only upon receipt of a
written notice of default from the Customer, in which the Customer gives us a reasonable period, which shall be at least equal to the first
delivery period to still deliver and we have not delivered within that reasonable period.
We are entitled to deliver an Order in whole or in parts, which parts may be invoiced separately.
Unless otherwise expressly agreed between the Parties, Delivery shall be made ex our warehouse. The Products
shall be deemed to have been placed in the control of the Customer and the risk thereof shall pass to the Customer as soon as the Products become
are in the first means of transportation by which the Products are transported. This also applies when we use the
transport, when the Agreement is terminated by the Customer and also for Products that are later
replaced.
Article 6 Inspection and complaints
The Products delivered by us must be inspected immediately upon receipt by the Customer for any
visible defects. If Customer does not notify Customer in writing within 5 days of receipt of the Products that there are
are visible defects, the shipment shall be deemed accepted by the Customer. In the event that the Customer does have visible
defects and the Customer has reported this to us within the aforementioned period, then we will replace the
inspect the Products in question after the Customer has returned them to us, and if we find, in our sole discretion
that there are indeed visible defects attributable to us, then we will, at our option, provide new or repaired
Delivering products.
If the Customer discovers non-visible defects, the Customer must, under penalty of forfeiture of rights, do so as soon as possible after the
moment when he discovered or at least should have discovered this and in any case within one month of this moment
in writing to us. In the event that there are non-visible defects and the Customer has timely reported them, we will
inspect the Products in question after the Customer has returned them to us, and if we, in our discretion
find that there are indeed non-visible defects attributable to us, then we will at our option
deliver new or repaired Products.
When a Product is used or applied in a manner other than that for which it is intended, and the Product
thereby does not work in the way it would have worked if used correctly or applied properly, then it is not
designated as a defect.
For Products delivered (re)new, the above inspection period and complaint period also apply.
Claims in connection with the assertion that the Product delivered does not comply with the contract are time-barred within one year
after the notifications referred to above.
Article 7 Payment
Payment must be made within 30 days of the invoice date, without the right to discount or offset, at a location to be designated by us.
given manner in the currency in which it was invoiced.
If the Customer fails to make payment within the 30-day payment period, the Customer shall be in default by operation of law.
default. Customer shall then owe interest of 1% per month, unless the statutory (commercial) interest rate is higher in which case the
legal (commercial) interest rate applies. The interest on the amount due and payable will be calculated from the moment Customer is in default
is until payment in full.
If the Customer is in default, all reasonable judicial and extrajudicial (collection) costs incurred by us shall be for
account of the Customer.
In case of non-payment of an invoice, liquidation, application or grant of bankruptcy, attachment or application or
grant of suspension of payment of the Customer, all claims of the User against the Customer shall be immediately due and payable.
The User is entitled to have the payments made by the Client first of all deducted from the
costs, then in reduction of the accrued interest and finally in reduction of the principal and accrued interest,
regardless of the Customer's own designation.
The User may, without thereby being in default, refuse an offer of payment, if the Client has a different
order for attribution.
The User can refuse full repayment of the principal sum, if this does not also include the open cases and current
interest as well as costs are paid.
Article 8 Retention of title
All Products and other items supplied by the User, which may include samples, designs,
sketches, drawings, films, software, (electronic) files, etc., remain the property of the User until the Client has received all the
obligations arising under all existing and future Agreements and any related
work performed, has been fulfilled. The aforementioned obligations include obligations to pay compensation for
the extrajudicial and judicial collection costs for non-timely payment and to payment of damages due to
non-performance.
The Customer is not authorized to pledge the items subject to retention of title or in any other way to
objections.
If a third party seizes the goods delivered under retention of title, or wishes to establish rights to them or
wish to assert, Customer is obliged to notify the User as soon as reasonably possible.
The Customer undertakes to insure and keep insured the goods delivered under retention of title against fire,
explosion and water damage as well as against theft and to make the policy of this insurance available to the User upon first request.
inspection.
Goods delivered by the User, which by virtue of the provisions under 1. of this article are subject to retention of title
are covered, may be resold only in the ordinary course of business, to the extent permitted by the
Act under the condition that the Customer pays the proceeds of the resale in advance, or such proceeds
reserves for the payment of amounts outstanding with the User. In the latter case, the User obtains a silent
lien on the claims for payment of the resold Products. The items subject to the retention of title.
may never be used as a means of payment.
As long as it is possible in the ordinary course of business, the Customer must (i) retain the goods subject to retention of title
delivered items separate from other items, and (ii) (intellectual) property markings of the items delivered under the
retention of title items delivered.
In the event that an item delivered under retention of title becomes part of another item, that
other item to the extent permitted by law is the property of the User and the provisions of this article shall apply thereon
in full force and effect. To the extent not permitted by law, the User acquires a silent lien on that new item.
Without prejudice to the User's other rights, the User is entitled to use the retained-title
take back delivered items in the event of late payment by the Customer, and both during the payment period and after the
lapse thereof, even if those items are seized, or any other part of the assets of the
Customer, when the Customer applies for or is granted suspension of payments and/or when the bankruptcy of the
Customer is requested or pronounced. Any Agreement under which the items have been delivered shall become effective after the return
by the User shall be deemed dissolved and the User may sell the repossessed items to another person. For the
event that the User wishes to exercise its property rights indicated in this article, the Client already now gives
unconditional and irrevocable permission to the User or a third party to be designated by the User to all those places
to enter where the User's property is located and to take back those items as well.
This article does not affect the User's other rights in the event of late payment by the Client, such as the right of
advertisement. As security for payment of claims of the User against the Client other than mentioned in paragraph 1 of this
article, the User reserves an undisclosed lien on the items delivered to the Customer.
The Client shall cooperate, at the User's first request, in further formalizing in this article the
liens.
Article 9 Suspension and dissolution
User shall be entitled to suspend the performance of its obligations and/or rescind the Agreement or to terminate it in accordance with
choice, without being liable to the Customer for damages if:
Customer fails to perform its obligations under the Agreement in a timely or complete manner;
after the conclusion of the Agreement, facts and/or circumstances which have come to the User's knowledge give good reason to
fear that the Customer will not fulfill its obligations under the Agreement;
Customer was requested at the conclusion of the Agreement to provide security for the fulfillment of its obligations under the
Agreement and such security is not forthcoming or is insufficient;
the Products or a substantial part of the Customer's assets are seized, the Customer is granted suspension of payments
files for or is granted, the Customer files for or is granted bankruptcy, the Customer conducts its business
cease
Furthermore, the User is authorized to dissolve the Agreement, or to terminate it at its option, if circumstances arise
of such a nature that performance of the Agreement is impossible or unreasonable by the standards of reasonableness and fairness.
fairness cannot be required or if other circumstances arise which are of such a nature that
unchanged maintenance of the Agreement cannot reasonably be expected.
If the Agreement is rescinded, all claims of the User against the Customer are immediately due and payable. If the
User suspends performance of its obligations, it retains its claims under the law and the Agreement.
The User always retains the right to claim damages.
The Customer is not entitled to (partially) terminate the Agreement, subject to the provisions of Art. 11.
Article 10 Liability
If the User should be liable, this liability is limited to what is regulated in this provision.
Except for property damage and/or personal injury caused by a safety defect in a Product (product liability),
the User can only be held liable for direct damage caused by the management of the company
of the User and not for any other damages, such as consequential damages, lost profits, missed savings or
damage due to business interruption. Direct damage is exclusively defined as:
the reasonable costs to determine the cause and extent of the damage, to the extent that the determination relates to
damages within the meaning of these terms and conditions;
any reasonable costs incurred to have User's defective performance conform to the Agreement,
unless these costs are not attributable to User;
reasonable costs incurred to prevent or limit damage, insofar as Customer demonstrates that these costs have led to
to limit direct damage as referred to in these general terms and conditions.
The User's liability is at all times limited to a maximum of the amount paid by the User's insurance company.
User is paid, and in the absence of such payment, up to a maximum of twice the amount of the Order where
resulting from the damage, with a maximum limitation of €10,000 (Say: ten thousand euros).
All claims for damages shall expire no later than six (6) months after the Customer becomes aware of the damage
become, or should have been, aware of that injury.
The limitations of liability for direct damage contained in these terms and conditions do not apply if the damage is
is due to the intentional or deliberate recklessness of the User's management.
The customer is not entitled to rely on error (6:228 paragraph 1 sub a and b BW) and loss compensation (Art. 6:230 paragraph 2 BW).
Article 11 Force Majeure
The User is not obliged to fulfill any obligation if he is prevented from doing so as a result of a
circumstance that is not due to his fault, and neither by virtue of the law, a legal act or in the traffic
views, which is for his account.
In these general terms and conditions, force majeure is defined in addition to what is stated in the law and jurisprudence in this respect.
included, all external causes, foreseen or unforeseen, which the User cannot reasonably influence
exercise and as a result of which the User is not reasonably able to fulfill the obligations. Work strikes and
absenteeism in the User's company, as well as failures of suppliers are included.
The User is also entitled to invoke force majeure if the circumstance preventing (further) performance,
occurs when the User is already in default.
The User may suspend its obligations under the Agreement during the period that the force majeure continues.
If this period exceeds two months, either Party is entitled to terminate the Agreement without
obligation to pay damages to the other Party.
To the extent that at the time of the occurrence of force majeure the User has already partially fulfilled its obligations under the agreement
complied with or will be able to comply with, and the part complied with or to be complied with has independent value.
the User shall be entitled to invoice separately the part already fulfilled or to be fulfilled respectively.
Customer is obliged to pay this invoice as if it were a separate Agreement.
Article 12 Confidentiality
Both Parties are obligated to maintain the confidentiality of all confidential information that they receive in the context of their Agreement from
each other or obtained from other sources. Information is considered confidential if it has been communicated by the other Party or if
this arises from the nature of the information. This obligation does not apply if and to the extent that a party, pursuant to a
legal provision or court order requires disclosure of certain information.
Article 13 Disputes
The court in the User's place of business shall have exclusive jurisdiction over disputes between the Parties,
even if the Customer is located in a country other than the Netherlands.

Article 14 Applicable law
Any agreement between User and the Customer shall be governed exclusively by Dutch law, provided, however, that
That with respect to the retention of title mentioned in these general conditions, the law of the
country of residence of the Customer, at least the country where the Products are delivered, if that law is more favorable to the
User's retention of title than Dutch law. The applicability of the "Vienna Sales Convention" shall be
excluded.
Article 15 Confidentiality and impartiality
1. Dickson Holland BV will treat all information, of whatever nature, relating to the client and/or its
(former) employee(s) that Dickson Holland BV has or may have at its disposal will be treated in the strictest confidence and only for the purpose of
use for the purpose of performing the agreement/assignment.
2. Dickson Holland BV will not provide the information referred to in paragraph 1 to third parties, except for express written
consent of the client.
3. The confidentiality obligations arising from this Article do not apply if Dickson Holland BV or the
client must disclose or provide certain information to third parties pursuant to a court order.
Article 16 Amendment, location of conditions
These conditions were filed on 03-05-2018 at Chamber of Commerce in Breda.
The User is entitled to amend these general terms and conditions. If the Client does not change these terms and conditions within two weeks after notification of
object to the amended terms and conditions, the Customer shall be deemed to have accepted the amended
have accepted terms and conditions.
If the Customer objects to the applicability of the amended terms to a Long-Term Agreement, the
the Customer is entitled to terminate the Agreement unless the User chooses to use the old general terms and conditions of
application.