MARFO GENERAL TERMS & CONDITIONS MARFO B.V.

GENERAL CONDITIONS

of MARFO B.V., whose registered office is at Koperstraat 31, 8211 AK Lelystad, The Netherlands(hereinafter referred to as “Marfo”).

1. General

  1. Marfo offers and/or contracts are subject to these General Conditions.
  2. The contracting party or a party with whom an agreement is anticipated, or any successor and/or assignee thereof, are hereinafter referred to as “the Client”.

2. Offers

  1. Marfo offers become null and void, if not accepted in writing by the Client within a reasonable timeframe (1month).
  2. If the Client requests specific products/services and the Client thereafter rejects such products/services, Marfo shall be entitled to charge the Client for the costs incurred by Marfo in relation to the request for these products and/or services.

3. Contract

  1. A binding contract is created as soon as the Client accepts the offer from Marfo.
  2. Any amendments or variations to any contracts shall be agreed upon in writing and signed by both Marfo and the Client.
  3. The Client may be required to secure its payment obligations at the start of or during the term of any contract with Marfo by means of a letter of credit in a format satisfactory to Marfo. If no such letter of credit is so provided, Marfo may either terminate or suspend the contract.
  4. Marfo products shall comply with the technical specifications, standards and/or regulations applicable in The Netherlands. In so far as the Dutch standards and/or regulations are not applicable in the country in which the Client is situated, the standards and/or regulations applying in the country in which the Client is situated shall be separately agreed upon in the contract.
  5. Specific requests shall be agreed upon in writing.
  6. The Client shall provide Marfo with relevant information and all pertinent documents necessary for the proper execution of the contract.

4. Product ordering

  1. A product order, once accepted by Marfo, shall be considered a contract for the delivery by Marfo to the Client, within a certain timeframe of an agreed upon and specified number of products to be delivered partially or wholly.
  2. The entire product order shall be ordered within the agreed upon period not exceeding 6 months.

5. Consignment

  1. Consignment shall be considered as the transfer of certain products, provided the Client is able to sell these products within a certain timeframe.
  2. A consignment contract shall be for a specified agreed upon period. Unless otherwise agreed, a payment of 50% of the total value of the products shall be payable by the Client to Marfo at the time the products are placed in consignment.
  3. The risk of consignment goods lies with the Client.
  4. If the consignment goods are not redelivered at the end of the agreed upon term by the Client to Marfo, the products shall be considered to have been purchased by the Client from Marfo and the purchase price in respect thereof shall be due and payable by the Client to Marfo.
  5. The Client shall indemnify Marfo if any consignment goods are redelivered to Marfo damaged or incomplete.

6. Pricing

  1. Unless otherwise agreed upon, prices charged by Marfo shall:
    - Be those set out in the price list applicable at the time the products are delivered to the Client;
    - Be Ex Factory or storage;
    - Exclude VAT, transport, custom charges, taxes etc. (if applicable, these costs will be charged separately);
    - Include Marfo’s then applicable standard packing charge.
    Invoices: payment shall be made within 30 days of the invoice date.
  2. If no complete pallets are bought, a surcharge may be levied.
  3. If increases apply for certain basic materials (of more than 5%), Marfo shall be entitled to increase its prices accordingly.

7. Cancellation

In the event that certain products have not yet been produced and/or no costs have been incurred in relation thereto, the Client may cancel the contract at a cancellation fee of 10% of the order.

8. Delivery

  1. Unless otherwise agreed upon, delivery shall take place Ex Factory or storage and the product will from that time onwards be at the risk and account of the Client.
  2. Delivery will take place on the agreed upon date.
  3. The Client will ensure that sufficient personnel and facilities will be available for unloading.
  4. The Client shall immediately inspect the product and the packaging thereof and will report any damage thereto and/or shortage thereof forthwith to Marfo and shall complete the receipt documents accordingly. If the Client fails to report any such damage and/or shortage, the products shall be deemed to have been delivered in good order and condition.

9. Liability and claims

  1. Except for the legal product liability as per article 192 book 6 of the Dutch Civil Code, Marfo shall be kept free and harmless from all and any claims by the Client.
  2. Claims with respect to the products and/or their delivery shall be forwarded by the Client to Marfo within 14 days of receipt of the products. If the Client fails to notify Marfo of any such claim within such time, the Client shall be deemed to have received the products in good order and condition.

10. Deviations

The products will be delivered in conformance with any reference-sample and the product specification sheet. Minor deviations shall be accepted but shall not give any entitlement to make any claims in respect thereof.

11. Retention of title

Title to the delivered products shall be retained by Marfo until such time as payment in full has been received by Marfo.

12. Applicable law

  1. On all contracts and orders, Dutch law will apply and any claims shall be brought through the courts ofAmsterdam, The Netherlands.
  2. These General Conditions are a translation of the original Dutch version. The latter will prevail in case of contradiction or conflict.