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Clause 6 Conclusion of the Agreement

1. An Agreement Sales at a distance shall be concluded at the moment of acceptance by the Seller of the acceptance of the Buyer of the offer, if and as soon as the Buyer has met the pertaining terms and conditions and as long as the offer is not revoked by the Seller within the period as mentioned in clause 4 of these present General Conditions.
2. With the applicability of a term vision, the invocation thereof by the Buyer is a resolutive condition.
3. If the Buyer paid a certain amount of money in advance and if the Agreement to which the payment in advance is related, does not come into being or is dissolved according to clause 2 of these present General Conditions, the Seller shall refund the payment as soon as possible, at least within 30 days.

Clause 7 Changes

If the Seller considers this desirable and/or necessary, the Seller shall have the right to amend the present General Conditions.

Clause 8 Prices

1. After the conclusion of an Agreement the Seller shall have the right to increase the agreed prices in case of inter alia, but not limited to, interim increases and/or surcharges on freights, customs fees, costs of goods and/or raw materials, taxes, wages or social charges, interim increases applied by its suplier(s), and changes in the monetary relations that have a price-increasing effect. In that case, the Buyer shall have the right to cancel the Agreement with regard to future delivery on the day the price-increase takes effect, provided that the Buyer notifies the Seller thereof in writing by means of a registered letter forthwith after having been informed of the price increase. In such cases the Buyer shall not be entitled to damages on any grounds whatsoever. A price increase will never influence the price of already delivered, but not yet paid goods.
2. The prices in the aforementioned offers and quotations shall be expressed in Euros and shall be inclusive of VAT, but exclusive of other charges imposed by the government, as well as of any costs to be incurred within the framework of the Agreement, including postage and administrative costs, clearly mentioned and specified by the Seller.

Clause 9 Conformity

The Seller guarantees that the products he is delivering meet the specifications and characteristics as indicated in the offer, that they meet reasonable demands of functionality and/or usability, and are not contrary to legal and/or governmental regulations on the date of the conclusion of the Agreement.

Clause 10 Guarantee

1. The hereafter by the Seller in clause 15 offered guarantee will not have any effect on the Buyer’s right to claims against the Seller, based on the law and the Agreement at a distance.
2. A guarantee offered by the producer or importer will also not have any effect on the Buyer’s right to claims against the Seller, based on the law, the Agreement at a distance, and the possible guarantee.

Clause 11 Delivery and risk

1. The Seller, taking into account the provisions in clause 4 of the Agreement, shall base the delivery of products by the Seller only on the express order by the Buyer and after acceptance of the order by the Seller.
2. Products, sent to a consumer unrequested, may be kept by the consumer or returned to sender free of charge, unless there is a manifest error or when the delivery is clearly caused by the consumer.
3. In case of a manifest error the Buyer shall inform the Seller. If possible, and as far as the nature of the product allows, the buyer will keep the goods and accompanying documents at the Seller’s disposal. The Buyer will do or neglect to do everything in his power to keep the products well conserved, as far as he can reasonably be expected to do or neglect to do.
4. The place of delivery will be the residence of the Buyer, most recently and in a timely manner disclosed to the Seller.
5. Taking into account the provisions in clause 4 of the Agreement, Seller will execute the accepted orders within 30 days. If the delivery of the ordered products is delayed, because they are (temporarily) out of stock or for other reasons, or if an order cannot or can only partly be executed, the Buyer will be notified thereof within 1 month after placing the order and the acceptance of the order by the Seller. In such case the Buyer has the right to cancel the order free of charge.
6. Unless otherwise agreed, the risk of damage, destruction and/or loss of the goods to be delivered are transferred to the Buyer at the moment of delivery, taking into account the provisions in clause 12 of these present General Conditions.

Clause 12 Implementation of the Agreement

1. If and as far as a good implementation of the Agreement demands or allows it, Seller has the right to have work performed by third parties.
2. Buyer takes care that all information, qualified by the Seller to be necessary for the implementation of the Agreement, or of which Buyer should reasonably understand that the information is necessary, is given to the Seller in a timely manner. If the necessary information for a good implementation of the Agreement is not provided in time to the Seller, the Seller has the right to suspend the implementation of the Agreement and/or to charge the Buyer for the extra costs resulting from this delay.  
3. Seller is not liable for any damage, caused by the fact that Seller has based his actions on inaccurate or incomplete information provided by the Buyer.
4. The Buyer will give the delivery service, that delivers the ordered goods, the opportunity to unload immediately, in order to prevent the appearance of costs or damage resulting from a delay for the Seller and the Buyer will meet all instructions provided by the Seller in case of the returning of the delivered goods. If the Buyer does not meet these instructions, the damage caused by the delay shall be for his account. Without prejudice to the above, the risk of the delivered goods, starting at the moment the delivery service can unload the goods at the Buyer’s address at the agreed time, is transferred to the Buyer.
5. The Buyer will indemnify the Seller from any claims by third parties, who suffer damage caused by the implementation of the Agreement and which is attributable to the Buyer.

Clause 13 Payment

1. Payment shall be made within the term of payment that is set, in a manner to be specified by the Seller and in Euros. The date of payment shall be the value date of receipt of the payment by the Seller.
2. All amounts charged to the Buyer shall be paid without discounts, deductions, or setoffs, unless agreed otherwise in writing.
3. In case of liquidation, bankruptcy, attachments, or suspension of payments of the Buyer, the claims of the Seller on the Buyer shall immediately be due and payable.
4. The Buyer shall, without notification of default being required, be in default by the sole excess of a payment period. Without prejudice to any further rights accruing to the Seller, the Seller shall in that case have the right to charge an interest over the outstanding amount of the applicable statutory interest rate plus 3%  per month or part of a month, to be calculated as of the relevant payment due date. All extra-judicial and judicial costs incurred by the Seller within the framework of a dispute with the other party, shall be for the account of the Buyer. The extra-judicial costs of collection shall be determined on the basis of the collection rates stated in the NVvR Report "Voorwerk II" that are applicable at the time that the collection measures are taken; the judicial costs of collection shall be the amount actually paid by Seller in respect of the court proceeding, also in so far as this exceeds the liquidated costs of litigation.
5. The Seller shall have the right to demand a security for the performance of the obligations of the Buyer before proceeding with the delivery or with the continuation thereof.
6. The Seller shall have the right to apply the payments made by the Buyer in the first place for payment of the costs, subsequently for payment of the interest that is due and payable, and finally for payment of the principal sum and the current interest. Payments received by the Seller shall be applied to pay the oldest outstanding items – including interest and costs - even if the Buyer declares otherwise in respect thereof. The Seller may, without defaulting as a result thereof, refuse to accept an offer to make payments if the Buyer states another sequence for the application of the amount paid by him.
7. The Seller may refuse full payment of the principal sum if - jointly with that - not also the outstanding and current interest as well as costs are paid.

Clause 14 Reservation of Ownership

1. The ownership of the Products shall, despite the actual delivery, only transfer to the Buyer after the Buyer has paid in full all amounts that he owes or will owe to the Seller in respect of the Products, including the purchase price and any interests, taxes, and costs due under the present General Conditions.
According to clause 11.7 of these present General Conditions the risk of the delivered goods is transferred to the Buyer, notwithstanding the reservation of ownership, immediately after delivery of the goods at the Buyer’s address.

Clause 15 Warranties, Inspection, Complaints

1. With due observance of the restrictions specified in clause 10 and mentioned below, the Seller warrants the soundness of the goods delivered by him. The warranty shall only apply to defects of which the Buyer demonstrates that these are the consequence of defects that occur in case of normal and judicious use and/or storage under normal circumstances and for the purpose they serve. The warranty for goods that the Seller has not manufactured himself shall be limited to the warranty that the Seller is given by his suppliers.
2. Any complaints regarding defects in the Products that can be attributed to defects in material or manufacture as well as differences in quantity, composition, or quality between the delivered Products and the description given for them on the order confirmation and/or the invoice and that became clear to the Buyer within 6 months after delivery or at the latest on the expiration date applicable to the product (whichever date comes first), shall – after they became known to the Buyer - be made known in writing to the Seller as soon as possible, but at the latest within 2 months after arrival of the Products while giving a detailed description of the complaints. For all other complaints, also submitted in writing and with a detailed description of the complaint(s), a period of 2 months shall apply after the defects have become known or reasonably could have been established. Defects that reasonably could not have been established within the abovementioned period shall be reported to the Seller in writing immediately after they have been established. In all cases, complaints are no longer possible after the expiry of the shelf life period or best before date as mentioned on the Product. 
3. After discovering any defect the Buyer shall be held to cease the use of the relevant Products forthwith. The Buyer shall provide all assistance to the Seller desired by the Seller for the investigation of the complaint, inter alia by giving the Seller the opportunity to (have others) conduct an investigation on site into the complaint with regard to the product.
4. Apart from the provisions in clause 5 of these General Conditions, the Buyer shall not be at liberty to return the Products before the Seller has agreed to that. The reasonable costs of the return shall in that case be for the account of the Seller, but the Products shall remain for the risk of the Buyer. If return shipments occur without valid reasons, however, all costs connected to the return shipment shall be for the account of the Buyer.

Clause 16 Suspension and Dissolution

The Seller shall have the right without any notification of default being required and without prejudice to the other rights accruing to the Seller, to dissolve the Agreement in whole or in part with immediate effect, without interference of the courts, or to suspend the implementation or further implementation and only to continue the same against payment in advance or provision of a security, if:
• the Buyer continues to fail to perform the obligations under the Agreement (including the present General Conditions);
• a petition is lodged by third parties to pronounce the bankruptcy of the Buyer;
• a conservatory or executory attachment is levied on any asset of the Buyer;
In these cases each claim on the Buyer shall immediately be due and payable without the Seller being held to pay damages or to perform any warranty. The Buyer shall in that case indemnify the Seller in full.

Clause 17 Liability

1. If damage occurs, resulting from any failure in the performance of his obligations by the Seller towards the Buyer, the performance of the warranty obligations referred to in Clause 15 of these General Conditions and described in the appropriate warranty provisions shall be considered to be the sole and complete damages.  If the delivered goods were unsound in the sense of article 6:186 Burgerlijk Wetboek, the Seller shall be liable only for the damage on the goods itself or on other goods, not used by the Buyer a private environment, limited to a maximum of 500, -- euros. Unless the law provides otherwise, any other claim for damages, on any ground whatsoever, shall be excluded, unless there is gross negligence or intent of the Seller or of executive subordinates. In the latter case the Seller’s liability shall in any case be limited to a maximum of the purchase price of the relevant goods.
2. The liability shall at all times be limited to – at most - the amount of the insurance benefits paid out in such a case by the insurer of the Seller.
3. The Seller shall not be liable either for intent or (gross) negligence of others called in by the Seller within the framework of the performance of the Agreement.
4. The Buyer shall indemnify the Seller against claims of third parties in respect of any damage resulting from goods delivered by the Seller or services performed by the Seller, if and in so far as the damage is caused by negligence of the Buyer or of others called in by the Buyer within the framework of any agreement(s) concluded with a third party.
5. The Seller accepts no liability for any advice given by or on behalf of him.
6. Apart from mandatory legal stipulations, the Seller shall never be liable for indirect damage, including but not limited to consequential damage, loss of profits, and lost savings.

Clause 18 Force Majeure

1. The Parties shall not be held to perform any obligation if they are hindered in this as a result of a circumstance that is not due to any fault of their own, and that neither under the law, nor under any legal act, nor under generally accepted opinions is for their account. In case of force majeure the Seller shall have the right to suspend the delivery of the goods or to cancel the Agreement in full or in part. The Seller shall in that case not be liable for any damage suffered by the Buyer and the Buyer shall not be held to pay the price of the - because of force majeure - undelivered goods, except for the provisions of paragraph 5 in this clause.
2. In the present General Conditions the term "force majeure" shall mean, without prejudice to its definition in the law and in case law, all causes beyond the control of the parties, both  foreseeable and unforeseeable, on which the parties can exert no influence, but as a result of which they are not able to perform their obligations. Strikes in the business of the Seller shall also be included.
3. The Seller shall also have the right to invoke force majeure if the circumstance that prevents (further) performance commences after the Seller should have performed his obligations.
4. The Parties may during the period that the force majeure continues suspend the obligations under the Agreement. If this period lasts longer than two months, each of the Parties shall have the right to dissolve the Agreement, without any obligation to compensate any damage to the other party.
5. In so far as the Seller at the time of the commencement of the force majeure has by now performed his obligations under the Agreement in part or will be able to perform them, and the performed or to be performed part has an independent value, the Seller shall have the right to invoice the part that has already been performed or the part that is to be performed separately. The Buyer shall be held to pay that invoice as if it were based on a separate Agreement.

Clause 19 Intellectual property

1. The Seller holds all rights of intellectual property on the delivered products, in the broadest sense, and to the fullest extent, or by a supplier to the Seller.
2. The Seller reserves all rights on intellectual property in the broadest extent, concerning all recipes, designs, photographs and/or images, descriptions, and manuals, etc. produced by the Seller. 
3. The Buyer is held not to violate or affect these rights in any way, directly or indirectly.
4. For every violation of the provisions in this clause, the Buyer shall have to pay an immediately due and payable fine to the Seller of 1.000 euros, while for each day the violation continues, an immediately due and payable fine to the Seller of 200 euros  per day. This will not prejudice the right of seller to claim damages.

Clause 20 Governing Law, Competent Court

1. The laws of the Netherlands shall govern all Agreements between the Seller and the Buyer.
2. The courts in the place where the Seller is domiciled or has his registered office shall have exclusive jurisdiction to hear any disputes, unless another court has jurisdiction.
3. The Parties shall not address the courts until after they have exerted their best efforts to settle the dispute in mutual consultation among themselves.
4. The applicability of the Vienna Sales Convention 1980 (CISG) is excluded.

Clause 21 Amendments, Interpretation, and Location of the present General Conditions

1. The present General Conditions have been deposited at the office of the Chamber of Commerce in Amsterdam under file number 33203777.
2. In case of any interpretation of the contents and scope of the present General Conditions, the Dutch text thereof shall always be decisive.
3. The last deposited version of the present General Conditions or the version as it was applicable at the time of the conclusion of the Agreement, as presented by the Seller to the Buyer for his information and accepted by the Buyer in the realization of the Agreement, shall at all times be applicable.

Amsterdam, November 2006