General Terms and Conditions of Delivery Van Dillewijn Group B.V. per 1 November 2008

Article 1 General

In these general terms and conditions of delivery:
Van Dillewijn Verpakkingen B.V., having its registered office in Aalsmeer, the Netherlands, shall be referred to as the "supplier"; " the other party" or "customer" shall mean every natural person or legal entity requesting the supplier to perform a service or to supply goods.
Unless expressly agreed otherwise in writing, all offers by the supplier and agreements between the supplier and the other party shall be governed exclusively by the following terms and conditions. The applicability of any general terms and conditions applied by the other party is hereby expressly dismissed.

Article 2 Offers

All offers shall be confirmed in writing and shall be valid for the term specified by the supplier. Failing such term the supplier's offers shall be without commitment.

Article 3 Agreement

Save for the other provisions contained in these general terms and conditions, an agreement shall at any rate be reached after the supplier has accepted an order in writing, confirmed or executed an order. The order confirmation shall be deemed to reflect the agreement correctly and fully.

Article 4 Prices

Prices are always excluding VAT.
In case an order has been accepted and if;

  1. the customer, after the first print proof, makes corrections and/or demands extra print proofs which require a different printing procedure ( including the printing on more than one colour) and or,
  2. the Supplier can prove that the production costs have increased by more than 15% due to general price increases and/or fluctuations in the exchange rates, the supplier is entitled to increase her sales price accordingly. If such a price increase supersedes a 15% mark, the customer is entitled to cancel the part of the order this relates to in writing within 48 hours after the increase has been announced by the supplier.

Article 5 Cancellation

The other party has the right to cancel an agreement, before the supplier has commenced with the execution of the agreement and only if the other party compensates the loss sustained by the supplier as a result.

Article 6 Title to Means of Production

  1. All means of production such as printing plates, cylinder engravings, lithographs, negatives, positives, cutting dies, information carriers, software and other graphic materials shall form part of the printing shop's inventory and as such are the supplier's property, even when they are charged.
  2. The charge to the other party for e.g. cylinders, colours, print preparation, is just a contribution towards the work and maintenance and does not include the right of ownership.
  3. The client cannot expect the supplier to relinquish these parts to him unless otherwise agreed in advance in writing.
  4. The supplier shall not be required to keep these parts.
  5. Upon completion of the printing order, the etching for photogravures will be removed from the cylinder, unless an arrangement has been made with the buyer about keeping this cylinder.
  6. Paragraphs 1, 2 and 3 of this Article shall not apply to the means of production supplied by the client, which will remain the latter's property. In such a case supplier is not responsible for any damage to these parts. The other party is responsible for the cost of maintenance and insurance.
  7. Insofar as the supplier acquires means of production from ancillary companies, he shall have a relationship with these companies as between client and supplier (and vice versa).

Article 7 Typesetting Proofs or Galleys and Other Proofs

The other party shall carefully check the proofs or galleys received from the supplier, whether or not at the other party's request, for errors and mistakes and return the same within three days to the supplier after correction or approval. Approval by the other party shall be regarded as recognition of the fact that the supplier has correctly carried out the work preceding the proofs or galleys. The supplier shall not be liable for any deviations, errors or mistakes that went unnoticed in the proofs or galleys approved or corrected by the other party. A return not including a written approval will be regarded as being approved as supplied without any changes.

Article 8 Copyright, Industrial Property Right and Right of Reproduction

  1. By awarding an order to multiply or reproduce objects protected by the Dutch Copyright Act or any industrial property right, the client declares that no infringement is made of the copyright or industrial property right of others. The client hereby indemnifies the supplier at law and otherwise for all financial and other consequences arising from multiplication or reproduction.
  2. The copyright in the etches, drawings, lithographs, photographs, models, etc. designed or accomplished by the supplier shall vest in the supplier, even if they are the subject of an order by the client.
  3. If a commissioned design is not followed by an order as referred to under paragraph 2, it will be charged after one month, while the right of multiplication and production vests in the supplier.
  4. The costs of designs shall not include copyrights.

Article 9 Variations

By an "order'' the supplier means one single format, single colour and a single quality. "Tolerance'' means the accepted variation (up or down).

  1. Quantity
    Where positive or negative tolerances are concerned between orders and deliveries, tolerance limits are in place, whereby the supplier has performed (but not solely) adequately, providing the deliveries fall within the following tolerances:
    Products that have not been given an article code in the current catalogue:
    1. For sleeves: an under-delivery up to 10,000 pieces or over-delivery not exceeding 20,000 pieces.
    2. For cardboard: an over- or under-delivery of 15% with a maximum of 500 pieces.
    3. For paper and cello, other than under a. or b, : an under- or over-delivery of 20% with a maximum of 200 kilo's.
    4. For all other items: an over- or under-delivery of 1

      When a discrepancy arises, the supplier uses the amount ordered by the customer as the appropriate quantity; under all circumstances invoicing will take place based on the quantity delivered to the customer.
  2. Quality.
    Any variations between samples and deliveries do not constitute a ground for rejection of the delivery, dissolution of the agreement, refusal of payment or compensation in the event of variations of minor importance, of minor importance being defined as a quality that does not affect the essence of the goods delivered and their practical value. An average of the total order will be taken, when judging if a delivery is correct. Where positive or negative tolerances are concerned between orders and deliveries, tolerance limits are in place, whereby the supplier has performed (but not solely) adequately, providing the deliveries fall within the following tolerances:
    1. Buckets.
      1. Bringing tension to the top rim diametre, whereby the diameter is reduced from a hundred percent to seventy percent.
      2. A maximum of three pockets in the rim of the bucket which are not completely filled
      3. For black buckets shades of colours between charcoal grey and black both matt and shiny.
    2. Weight and thickness. A tolerance of 8%
    3. Gross and net weight of sleeves. The height of sleeves always includes a fictitious wicket of 5 centimetres unless stated otherwise in the order confirmation.The purpose of the wicket is purely to ensure the sleeves are kept together and therefore the manufacturer can determine the size of the wicket. Dimensions of the sleeves are stated in the following manner: (gross) height x net width of the top of the sleeve ( measured at the widest part of the sleeve) x net width at the base ( measured at the perforation). Unless otherwise agreed in writing, the tail of the sleeve is not part of the measurements. In general, sleeves are delivered with tails on.
    4. Corrugated. Boxes are measured on the inside and in the following order : length x width x height. Where inserts are concerned, the first measurement indicates the measurement in the direction of the highest part of the wave followed by the lowest part of the wave.
    5. Measurements. All net sizes of corrugated boxes, sleeves, rolls and sheets: a tolerance of one centimetre. Incase the diameter of the core has been agreed., the diameter of some of the remaining rolls can be of a much smaller size.
    6. Colour. Minor discrepancies in colour do not allow for claims to be made. As an example of a minor discrepancy, one Pantone reference higher or lower in the Pantone guide is accepted.
    7. EAN codes. The supplier is, not responsible for the (in)usability of the code that has been placed on request of the customer.

For other specifications than mentioned in the "Discrepancy'' clause, earlier accepted discrepancies by the supplier, are sustained.

Article 10 Delivery time

The supplier will do her utmost to deliver within the agreed time. The supplier is however not responsible for late deliveries, unless negligence can be proven. In case claims occur due to late deliveries, the supplier will aim to retrieve these costs on whoever is responsible for the late delivery.

In case the supplier needs more time than indicated (by the manufacturer) in order to approve a proof and/or design, the supplier determines a new delivery date. Such a delay can cause for the delivery to be delayed for more than the time of the initial delay. In such a case, parties explicitly deny the right to undo the agreement.

Article 11 Delivery and invoicing

All deliveries shall be made 'ex the supplier's warehouse'. The goods shall be regarded as delivered when the goods are ready for shipment at the supplier and available to the other party and the supplier has so informed the other party.
Invoicing will be done as delivery takes place unless otherwise agreed in writing.

Article 12 Risk

From the moment of delivery by the supplier the risk in the goods shall pass to the other party. In case the supplier renders the service for transport, it is the clients responsibility to make sure that the goods will be properly insured during transport.

Article 13 Transport

In case the customer requires the goods to be transported shipment to be delivered at a destination

Article 14 Complaints

If the other party does not agree with the tariffs applied, the invoice or the work done, it shall file a written complaint with the supplier within eight days, carefully describing the nature and reason for the complaints. Complaints do not suspend the other party's payment obligation.

Article 15 Liability

In the event of breach or tort on the supplier's part the supplier hereby accepts a maximum liability up to the amount of the invoice amount agreed and charged to the other party, exclusive of VAT. The supplier shall not be liable for any loss of profit, consequential loss and immaterial loss. The other party shall indemnify the supplier against any claims by third parties, including subordinates of the supplier as well as the other party, related to the loss and damage referred to in this Article.

Article 16 Force Majeure

  1. Force majeure shall mean circumstances that prevent performance of the obligations, which cannot be attributed to the supplier. Circumstances that make performance impossible or unreasonably complicate performance shall include:
    1. Strikes in companies other than the supplier's, wildcat strikes or political strikes in the supplier's business.
    2. A general shortage of the required raw materials and other goods or services required for the agreed performance.
    3. Unforeseeable transportation problems at suppliers or other third parties on which the supplier relies.
    4. Drastic changes in exchange rates, government measures, including import and export restrictions.
    5. Abnormal price increases of raw materials and energy.
    6. Acts of terrorism, war or (natural)disaster.
  2. The supplier also has the right to invoke force majeure, if the circumstance that prevents (further) performance arises after the supplier should have complied with his obligation. While the situation of force majeure continues, the supplier's delivery obligation and other obligations shall be suspended.
  3. If the situation of force majeure exceeds a period of two months, both parties have the right to dissolve the agreement without being required to pay compensation.
  4. If upon the occurrence of the situation constituting force majeure the supplier has partly complied with his obligations, or can comply with his obligations only partially, the supplier has the right to invoice the part already delivered or the deliverable part separately and the buyer shall be required to pay that invoice as if it were a separate contract. The above does not apply, however, if the part already delivered or the deliverable part does not have an independent value.

Article 17 Payment

  1. Payments will be done in cash. If it is decided to invoice, the invoice shall be paid within fourteen (14) days of invoice, unless agreed otherwise in writing.
  2. If no payment is made within said term, the other party shall be in default.
  3. Invoices which are not paid within the agreed term will be deducted from potentially agreed discounts and or rebates.
  4. From the date on which the other party is in default, interest shall be payable on the arrears at 2% per month, a portion of a month being regarded as a full month.
  5. The other party shall at all times and regardless of the agreed terms of payment be required to provide security at the supplier's first request for payment of the amounts to be paid to the supplier. The security offered shall be such that it adequately covers the claim and any interest and costs due and that the supplier may have recourse to same without any problem. Any security that has subsequently become inadequate shall be supplemented up to an adequate security on the supplier's first demand.
  6. The supplier reserves the right not to accept payment other than in cash or by bank transfer.

Article 18 Retention of Title and Pledge

  1. The goods delivered by the supplier shall remain the supplier's property until the other party has complied with all its obligations arising from the agreements with the supplier.
  2. Goods delivered by the supplier, which are covered by the retention of title pursuant to paragraph 1, may be resold only in the course of ordinary business operations.
  3. The other party does not have the right to pledge the goods or to create any other rights in rem in respect of the goods. If the other party does not comply with its obligations or there is a well-founded fear that it will not do so, the supplier has the right to remove or cause others to remove any goods delivered to which the retention of title referred to in paragraph 1 applies. The other party shall cooperate in such removal on pain of a penalty of 10% of the amount payable per day. If third parties wish to create or enforce a right to the goods delivered under retention of title, the other party shall inform the supplier as soon as possible.
  4. Upon the first request of the supplier, the other party shall insure the goods delivered under retention of title and keep the same insured against fire, explosions and water damage and theft, and to make the insurance policy available to the supplier, with due observance of the following:
    1. All claims by the other party against insurers with regard to the goods delivered under retention of title shall be pledged to the supplier as required in Article 3.239 of the Dutch Civil Code.
    2. the claims acquired by the other party against third parties in reselling goods delivered by the supplier under retention of title shall be pledged to the supplier as required in Article 3.239 of the Dutch Civil Code.
    3. the goods supplied under retention of title shall be marked as the supplier's property.
    4. the other party shall otherwise cooperate in all reasonable measures that the supplier wishes to take to protect his proprietary right in the goods, which do not hinder the other party unreasonably in its ordinary business activities.

Article 19 Cost of collection

  1. If the supplier does not receive payment in time, the other party shall, in addition to the amount due and the interest payable on that amount, pay in full all extrajudicial and judicial costs of collection, including the costs of lawyers, bailiffs, debt collection agencies and other legal advisors. The extrajudicial costs are set at 15% minimum of the principal sum with a minimum of € 125.
  2. Any payments by the other party shall be deducted first from the costs of collection, then from the interest payable and finally from the principal sum and the accrued interest.
  3. If the other party wishes to pay several invoices, the payments shall be charged in order of payability, regardless whether the other party's statement is different.

Article 20 Choice of Law and of Forum

The agreement between the supplier and the other party and the obligations arising there from shall be governed by Dutch law. Any disputes between the supplier and the other party shall be submitted to the competent Dutch Court in the supplier's place of establishment, unless the supplier, being the plaintiff, prefers the competent court in the place of establishment of the other party, being the defendant.