General Terms and Conditions

General Terms
Article 1-Definitions

The private limited company Fidrio B.V., listed in the Utrecht Chamber of Commerce trade
register under number 30136787

The natural person or legal entity who enters into an agreement with Fidrio B.V., including
any legal successor;

The agreement concluded between Fidrio B.V. and the Buyer;

A remuneration as agreed upon between Fidrio B.V. and the Buyer for work to be performed
by Fidrio and/or goods or services to be delivered and/or provided by Fidrio, described as
such in the “Agreement”

“Other charges”
All the costs incurred by Fidrio B.V. for this Agreement. Included are, in any case: costs for
packaging, loading and unloading, transportation and insurance.

“In writing”
Text and/or images reproduced on paper, a notification sent to a party in written form, by
facsimile transmission or by any means of electronic communication.

Article 2-Applicability
2.1. These terms shall apply to all offers, quotations, made by or work and deliveries to be
performed by Fidrio B.V., including Agreements concluded with the latter.

2.2. Any general terms and conditions of the buyer and stipulations that deviate from these
conditions are only valid if and insofar as they have been explicitly accepted in writing by
Fidrio B.V. They apply exclusively to the Agreement regarding which they have been
explicitly agreed.

Article 3-Offers
3.1 All offers made by Fidrio B.V., in whatever form, will be free of obligation unless
expressly stated otherwise. Should an obligation-free offer be accepted, then Fidrio shall be
entitled to revoke the offer within five working days from receipt of the acceptance, in which
case no agreement is concluded between the parties.

3.2 All illustrations and descriptions in prospectuses, catalogues, website, measure- and
weight specifications, short pieces of data and promotional material as well as any other
information provided by or on behalf of Fidrio, do not bind Fidrio B.V.

3.3 The dispatch of offers and/or any other documentation will not oblige Fidrio B.V. to accept an order. An order is not considered accepted until it has been explicitly confirmed by Fidrio. Fidrio will notify the Buyer of its acceptance as soon as possible and in no case later than 10 working days following the receipt of the order. Fidrio B.V. will not be liable for any damage, direct or indirect, suffered by the Buyer or any applicant, as a result of or in connection with the refusal of an order.

Article 4-The agreement
4.1. Subject to the provisions below, an agreement between Fidrio B.V. and the Buyer will only come into effect once Fidrio B.V. or another duly authorised individual has accepted or confirmed in writing. In this the date of the confirmation or acceptance will be decisive. The written agreement will be considered to correctly reflect the contents of the agreement between the parties, unless the Buyer has submitted a written objection within fourteen working days of the date of the acceptance or the confirmation.

4.2. An agreement as referred to in paragraph 1 will only come into effect when the order exceeds the minimum order amount to be set by Fidrio. The minimum order amount is mentioned on the Fidrio website and includes: the amount of the order with regard to the goods that Fidrio has in stock and that can be delivered by the latter, excluding turnover taxes and dispatch costs.

4.3. Any arrangements or changes made at a subsequent stage will be binding on Fidrio B.V. only if Fidrio or another duly authorised individual has confirmed these in writing.

4.4. For transactions for which nature and extent no quotation or written confirmation is sent, the invoice will be considered to reflect the agreement completely and accurately, with the exception of objections made by the Other Party within 48 hours after receiving the invoice .

4.5. Fidrio only supplies per packaging unit. In the event that one of the items to which the agreement relates is not in stock, Fidrio has the choice to fully perform the agreement as soon as all the items that have been ordered from Fidrio can be delivered by Fidrio from stock. I.e. Fidrio B.V. only delivers items initially ordered provided that they are in stock and that the total amount exceeds the minimum order amount. With regard to the item or items that are not in stock no agreement will be concluded between Fidrio and the Buyer. This means that item(s) out of stock will not be delivered by Fidrio and will not be backordered either.

Article 5-Execution of the Agreement and delivery
5.1. A statement as regards the delivery time of goods is always by approximation only and is not a deadline.
5.2. Fidrio B.V. will be entitled, if considered necessary or desirable –after consultation with the Buyer-, to engage third parties in the performance of the agreement, the costs involved will be passed on to the Buyer in accordance with the quotations provided.

5.3. The risk for goods to be delivered shall transfer to the counterparty at the moment of delivery.
5.4. Unless otherwise agreed in writing, the delivery will take place ex distribution centre of Fidrio B.V. The goods to be delivered will be at the expense and risk of the Buyer as from the time at which they leave the distribution centre. If and in so far Fidrio B.V. ensures the transport of the goods, this will be without prejudice to the provisions in article 5.3.

The means of transportation will be determined by Fidrio B.V. The Buyer is required to accept delivery of the goods at the agreed location and to unload immediately. If Fidrio B.V. arranges the transport of the goods, whether or not on behalf of the Buyer, Fidrio B.V. will be free to determine the packaging, the means of transportation and the route to follow.

In the case that Fidrio B.V. takes care of a transport insurance, this will be without prejudice to the provisions in article 5.3 and the Buyer, if desired, can take out additional insurance.

As from the moment that the goods are at the expense and risk of the Buyer, the latter will be responsible for adequately insuring the goods against all possible risks, such as – but not limited to – loss, theft, damage and destruction of the goods.

5.5. If, due to a cause that is in the scope of risk of the Buyer, it does not appear to be possible to deliver the goods to the Buyer (according to agreement) or if the goods are not being collected, Fidrio B.V. has the right to store the goods at the expense and risk of the Buyer. In this case the risk of the goods will transfer to the Buyer at the time of the entry of the goods in the records and/or in the warehouse of Fidrio B.V. as “goods of the Buyer”. As from that moment Fidrio B.V. shall be entitled to invoice the Buyer in respect of the goods. All additional costs such as those related to extra transport, storage, insurance or other additional charges are for the account of the Buyer.

5.6. If payment in instalments has been agreed upon and the first instalment has expired, the performance of the Agreement and/or the actual delivery of the goods shall take place no earlier than after receipt of the first payment.

Article 6-Alteration and cancellation
6.1. In the event that the Agreement concerns items especially manufactured for the Buyer or items with specific features as requested by the Buyer, the order – including the manufacturing of the aforementioned items – can only be executed by Fidrio after full payment by the Buyer of the amount due.

6.2. Fidrio B.V. is entitled, in case of goods especially manufactured for the Buyer and/or goods clearly recognisable as such, to deliver and invoice maximum 10% more than the quantity agreed upon. A 10% less delivered quantity does not oblige Fidrio to additional deliveries.

6.3. In the event that the Buyer wishes to cancel the agreement once it has been entered into, a cancellation fee of 20% of the order price (including VAT) will be charged, without prejudice to the right of Fidrio B.V. to full compensation

Article 7-Warranty
The warranty for all delivered goods shall be limited to the manufacturer’s or the importer’s warranty.

Article 8-Price; Price changes: payment.
8.1. Unless stipulated otherwise, Fidrio’s prices are as follows: all prices exclude pallet costs, – exclude C.O.D. (Cash on Delivery) charges, – are ex warehouse, – exclude VAT, import duties, other taxes, levies and rights as well as packaging costs, costs for loading and unloading, transport and insurance.

8.2. Payment will be made in the currency in which the price and other costs are agreed and/or invoiced, unless otherwise agreed in writing.

Costs differences linked to the conversion to euros shall be borne by the Buyer.

The full amount due to Fidrio that has to be paid by the Buyer excludes possible bank charges related to the payment. Bank charges that become due when paying shall be entirely for account of the Buyer. If payments are made from abroad, the Buyer should know that from the total invoice amount the net invoice amount has to be paid to Fidrio

8.3. Orders placed via the internet, per telephone or per fax, have to be settled before delivery, or will be delivered solely on C.O.D., unless otherwise agreed in writing.

Payment should be made within 14 days of the invoice date, unless explicitly agreed otherwise. All payments made by the Buyer extend primarily to payment of any interest and collection costs incurred by Fidrio and subsequently to payment of the earliest dated outstanding invoices, without the Buyer being entitled to any settlement.
8.4. If the Buyer does not fulfil any obligation arising from the agreement or does not fulfil it in time, arranges a debt settlement with creditors, requests a suspension of payments or undergoes a similar procedure, is in a state of bankruptcy, files for bankruptcy, closes or transfers his company or, casu quo, dissolves it, or if attachments are made of his assets that will not be discharged within 14 days, any claim from Fidrio towards the Buyer shall be immediately and fully due and payable. Fidrio will also be entitled, without any need for further notification of default or judicial intervention and without being bound to any compensation whatsoever, to wholly or partly terminate the performance of the agreement in question, without prejudice to Fidrio’s right to full compensation and/or to suspend the performance of the agreement.

8.5. If the agreement is concluded with two or more Buyers, each of them shall be severally liable for the full compliance with the obligations of the Agreement and of the General Conditions (regardless of the ascription on the invoice).

8.6. The Buyer will be deemed to have acknowledged the invoice/claim as correct and due, unless written protest is received within 48 hours of the invoice date.

8.7. In the event of an increase in one or more of the cost price factors, Fidrio will be entitled to increase the order price accordingly or to cancel the order. Fidrio will not be liable for any damage that is caused by or that will be caused by, directly or indirectly, this price alteration.

8.8. The Buyer will have the right to terminate the Agreement in writing when prices are increased by more than 10% (net) within three months after the Agreement has been concluded. Should the Buyer wish to exercise this right, Fidrio reserves the right to charge the goods that have been manufactured for the Buyer only.

Article 9-Default interest
If payment has not taken place within the term referred to in the article above, the Buyer shall be legally in default and shall owe a cumulative interest of 1% per month on the outstanding amount as of the invoice date.

Article 10-Collection costs
All costs associated with or related to the enforcement of the rights of the Buyer arising from or with regard to the Agreement shall be at the expense of the Buyer, including all the costs arising from or related to the both judicial and extrajudicial collection (charges) of late payments or not fully paid invoiced amounts or any other reason, without any reminder, summation or notice of default being required. The same applies to the costs related to possible reminders, warnings and notices of default, which, in the event of any legal proceedings, will not be allocated to the losing party, charged at a minimum of 15% of the outstanding receivable(s) that Fidrio B.V. still has to collect from the Buyer. The incurred costs as specified in the company’s (Fidrio’s) books shall constitute conclusive evidence with regard to the above mentioned costs. Any error, writing error or error in calculation will not bind Fidrio B.V. whatsoever.

Article 11-Claims
11.1. Claims shall be considered only if sent to Fidrio directly, in writing and within 48 hours of delivery of the performance, specifically stating the nature and the grounds for the claims (including photos as evidence in this regard). Claims relating to invoices must also be made in writing and submitted within 48 hours of the invoice date. After expiry of this term, the Buyer will be presumed to have approved the goods delivered or the invoice, as appropriate.

11.2. Claims may not be imposed in respect of minor, commonly accepted or technically non evitable deviations in respect of quality, measurement, colour, size etc. The same shall apply to colour variations as a result of light exposure and/or exposure to the weather. Every Fidrio product is handmade which causes small variations in every piece. Small deviations and air bubbles are the result of the artisanal production and cannot lead to claims. If Fidrio finds the claim to be valid, Fidrio will only be required to render the performance agreed upon, a claim shall be without prejudice to the Buyer’s obligation to pay.

11.3. Return of the goods delivered may only take place subject to the advance written consent of Fidrio B.V. and subject to the conditions laid down by Fidrio B.V.

Article 12-Liability of Fidrio: indemnity, expiration term, force majeure
12.1. Fidrio B.V., with due regard to the following, is only liable for a shortcoming in the fulfillment of the Agreement if the damage is attributable to malicious intent or gross culpability of Fidrio or of the latter’s employees. Fidrio B.V. will not be liable for any damage caused by goods if the manufacturer in accordance with article 6:185 and further of the Dutch Civil Code is liable.

12.2. Fidrio B.V. can never be held liable for consequential damages, lost profits or immaterial damage.

12.3. Under no circumstances will Fidrio B.V. be obliged to pay a higher compensation amount than the payment acquired via its insurance company, plus the amount of the deductible excess of Fidrio B.V. via the insurance in question.

If the insurer does not pay out or if the damage is not covered by the insurance, then Fidrio’s liability will be limited to a maximum of the net invoice value of the goods delivered, however up to a maximum of € 10.000,-

Fidrio stipulates that it shall invoke all the available lawful and contractual means of defense against the Buyer to deny liability on its own behalf and also on behalf of its subordinates and non-subordinates for whose actions the law deems it liable and its suppliers

12.4. Fidrio B.V. shall not be liable for any delay, non-delivery or non-correct delivery as a direct or indirect result of force majeure. Force majeure is taken to mean any independent event or circumstance beyond the control of Fidrio B.V., that wholly or partly prevent or seriously interfere with the performance of the Agreement and as a result of which the normal performance of the obligations by Fidrio B.V. cannot be reasonably expected, such as strikes, illness and/or excessive absenteeism due to illness, lack of persons, raw materials and/or other materials, government measures including measures related to import and export, shortcomings by third parties engaged by Fidrio B.V. (suppliers included), defects of and/or damages to the production assets, transport restrictions and/or traffic failures etc. Fidrio B.V. may also invoke force majeure if the circumstance which gives rise to force majeure occurs after the performance should have been delivered.

Without prejudice to any other rights, in case of force majeure either party will be entitled to dissolve the agreement for the part that has not been executed yet, if the force majeure situation continues for one month, without parties being obligated to pay any form of mutual compensation.

12.5. A claim for compensation of damage must be done in writing immediately after discovery of the damage and within one month of the Buyer discovering the damage, failing which any rights to compensation will lapse.

12.6. Fidrio B.V. is not liable for damages suffered by third parties which are related to goods or services provided by Fidrio B.V., including without limitation:

– Claims from third parties, including employees of the Buyer, who suffer damages as a result from wrongful conduct of Fidrio employees made available to the Buyer and who are engaged under the supervision of or follow the instructions of the latter.
– Claims from third parties, including employees of Fidrio, who suffer damages in connection with performance of the agreement as a result of the actions of the Buyer or his failure to act or unsafe situations in his organization; the Buyer indemnifies Fidrio B.V. for the above mentioned damages.

12.7. If and to the extent Fidrio B.V. should be liable for the performance of agreements and the performance of deliveries, Fidrio B.V. reserves the right to decide whether to supply either to substitute goods c.q. to restore work already carried out by Fidrio or credit the Buyer for a proportional part of the purchase price

Article 13-Retention of title
13.1. Fidrio B.V. retains title to delivered goods until payment (including interest and costs) has been received in full for all goods delivered or still to be delivered to the Buyer, or all services performed or still to be performed in connection with the delivery. During the period that the delivered goods are still the property of Fidrio B.V., the Buyer shall adequately insure them against all usual risks. The Buyer is authorized to alienate the goods within the frame of his normal company management, provided that, when first so requested, the Buyer shall have a duty to cooperate in the establishment of a right of pledge on claims which Fidrio B.V. obtains or will obtain. Fidrio B.V. shall be irrevocably authorized to create such a pledge.

13.2. If the Buyer fails to comply with any commitment to Fidrio B.V. in relation to the goods delivered or to be delivered, Fidrio B.V., on the basis of the provisions of this article, has the right to reclaim the goods which are under the control of the Buyer or his agent. The buyer authorises Fidrio B.V. to enter the premises at which the goods are held under penalty of a fine of 10 % of the total outstanding invoice, VAT excluded, with a minimum amount of € 1.250,00 without prejudice to the right of Fidrio to claim full compensation.

Article 14 –Conversion
14.1. If and to the extent any stipulation of the present general terms and conditions cannot be relied upon on the basis of reasonableness or fairness or because of its onerous character, said stipulation shall be given a corresponding meaning in terms of contents and tenor to the extent possible, in such manner that it can be relied upon after all.

14.2. Should any provision in these Conditions be void or otherwise unenforceable, this does not affect the applicability and validity of the other Terms and Conditions.

Article 15-Suspension and dissolution
15.1. If Fidrio B.V., as a result of the Buyers failure to fulfil any obligation ensuing from the Agreement, is not able to meet its obligations arising from the Agreement or only in part, then Fidrio B.V. will be entitled, without judicial intervention, to wholly or partly suspend the execution of the Agreement and/or to terminate the Agreement by registered letter with due observance of a 21 day notice period and stating of the identified shortcoming(s). Persistent failure by the Buyer to rectify the shortcomings within the notice period, results in termination of the Agreement on the date on which the termination becomes effective.

15.2. The agreement entered into shall be dissolved without any legal intervention or any notice of default being required when the Buyer is declared bankrupt, files for bankruptcy, applies for a temporary suspension of payment, or loses the authority to dispose of property and/or the full legal capacity with respect to his assets or parts thereof as a result of a seizure or placement under curatorship.

Article 16-Disputes
Any dispute, including any disagreement which only one party considers to be a dispute, arising from or relating to the Agreement to which these Terms and Conditions apply or concerning these Terms and Conditions themselves and their interpretation or implementation, both of a factual as well as a legal nature, shall be settled by the competent court of Utrecht, without prejudice to the right to appeal or the possibility of submitting a request for an interim provision in a summary procedure, except in cases in which the sub-district court judge is competent.

Article 17-Applicable law
All Agreement entered into by Fidrio and the Buyer as referred to in these Conditions are exclusively subject to Dutch law.

In case of discrepancy between the English and Dutch text, the Dutch text will be binding.