GENERAL CONDITIONS

Filed with the Clerk of the District Court of Arnhem (NL) 
On September 9th 2004, register no. 04/44 

GENERAL SALES AND DELIVERY CONDITIONS 

SCHOLZ BENELUX B.V., NL-WAGENINGEN

1. Unless expressly agreed otherwise, these general conditions apply to all contractual relationships between Buyer and Seller. These general conditions are deemed to be accepted by the Buyer, even if they deviate from the general or special purchase conditions of the Buyer.
2. The transfer of ownership of the products is suspended until after payment of the price and arrear interest. Unless expressly agreed otherwise the risks connected to the products shall transfer to the Buyer as soon as these leave the factory or the warehouse where they were manufactured or stored.
3. The delivery times are provided as an approximation. Nevertheless, the Seller will use all reasonable means available to meet these times.
4. Prior to shipment from the factory, the products to be delivered are weighed and / or measured and sampled. The Buyer has the option of being present or representing during weighing, measuring and sampling, provided that he notifies the Seller of this in advance. The weight and / or the amount, thus determined as well as the samples taken are to be relied on by the Buyer even if he hasn’t used his opportunity to check these.
5. Every objection with regard to visible defects needs to be listed on the deliver receipt and to be confirmed at the latest on the day following the day of receipt of the goods by registered letter with the notification of receipt. Any objection with regard to hidden defects needs be made by means of registered letter with notification of receipt within 15 days after discovery of the defect, but at the latest three months after delivery. If an objection turns out to be justified after ambivalent research, the Seller will only be required to either replacing the products free of charge or to reimburse their price, at his discretion, with exclusion of all other compensation of damages.
6. Invoices are payable in cash in Wageningen, NL, unless stated otherwise in the special conditions. The unpaid amounts on the expiry date, shall be subject to an interest rate of 1% per month automatically and without notice as of the first day of the month following the expiry date, calculated pro rata temporis. In addition, the non-payment of an invoice shall, on the expiry date automatically involve the collectability of a flat fee of 10% of the billing amount, with a minimum of € 100,=. In case of failure of even a partial payment, the entire amount due that has not yet expired shall become collectible immediately on top of that and Seller will have the right to terminate the current contracts for deliveries to be performed, without prejudice to all other legal means.
7. In case of Force Majeure, the Seller shall be indemnified of his liability. The Seller will immediately notify the Buyer of the occurrence of circumstances that constitute Force Majeure as well as of the cessation of these circumstances.
8. Every unforeseen event that is beyond the control of the Seller, taking into account the carefulness one can reasonably expect of him and that prevents, restrict or delays the manufacture or shipment of the products or that excessively encumbers the implementation of the commitments of the Seller, shall provide him with the opportunity of decreasing or terminating his commitments or to suspend the implementation thereof, as appropriate, without  notice or compensation of damages. These unforeseen events include, insofar these do not constitute force majeure: war, strike, lockout, fire, machinery breakdown, flood, storm, insufficient supply of raw materials or energy, transportation interruption, restriction or prohibition of any kind imposed by the government.
9. Dutch Law applies to all sales, even if the Buyer is located abroad.
10. The trade terms shall be explained in accordance with the “International Rules Set on the interpretation of trade terms” recorded in the most recent issue of Incoterms of the International Chamber of Commerce, however, which do not override the expressly opposite provisions contained in our general or special sales conditions.
11. The Seller and Buyer expressly and completely exclude the application  the Convention on Uniform Law on the Formation of International Sales agreements concerning goods, concluded in The Hague on July 1st 1964..
12. Only the Courts of Arnhem are competent, in case of disputes, without prejudice to the right of the Seller, to submit the dispute to the court of the location or residence of the seller.
13. If the circumstances assumed by both parties on the signing of this agreement, change in such a dramatic way during the duration of the agreement that compliance with one or more of the provisions thereof can no longer be required of one of the parties within reason, consultation shall take place on interim amendment of the agreement.
14. Failing agreement, either party has the right to unilaterally terminate the agreement on short notice by means of registered letter..