20211228 Algemene Voorwaarden Kai Tak Company ENG(3007109.2)

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6. The Supplier will be entitled to contract third parties in the context of the performance of the Agreement. 7. The Supplier is entitled to determine a credit limit for the Products to be bought by the Customer and reserves the right to change this credit limit during the term of the Agreement. Article 4 – Changes 1. The Customer must notify the Supplier in writing and in time of any changes to the Agreement or the performance thereof as desired by the Customer. The Supplier is only bound by the Customer's desired changes if the Supplier has confirmed these changes in writing within three (3) days. 2. If an order and/or change is made verbally or by telephone, the Customer will bear the risk for its (proper) execution. 3. Changes may cause the agreed delivery time to be exceeded. This cannot be invoked to the detriment of the Supplier and does not constitute grounds for termination of the Agreement. Article 5 – Prices and payments 1. All prices are in euros and exclusive of VAT, taxes and delivery charges, unless otherwise stated in writing. 2. The Supplier reserves the right to review prices in the event of a demonstrable cost increase. 3. The Supplier will ensure timely invoicing. Partial invoicing is possible unless expressly excluded in the Agreement. 4. Unless agreed otherwise, payment must be made within fourteen (14) days of the invoice date. 5. After the payment term has lapsed without being met, the Customer will immediately be in default and must pay the Supplier an interest equal to the statutory interest in accordance with S. 6:119a of the Dutch Civil Code and all extrajudicial costs, calculated in accordance with the Extrajudicial Collection Costs Graduated Scale, where a minimum amount of €100.- will apply. 6. The Customer will not be entitled to set off or to withhold deductions. 7. If the Customer is in default or in the event of liquidation, (a petition for) liquidation, attachment or (provisional) suspension of payment, or a WHOA facility (Court Approval of a Private Composition (Prevention of Insolvency) Act), all outstanding (future) amounts payable by the Customer to the Supplier will become immediately due and payable. 8. The (future) amounts payable by the Customer to the Supplier will become immediately due and payable if the Supplier has a well-founded reason to assume that the Customer will fail to comply with its obligations or if any security provided proves to be insufficient. If one of these situations occurs, the Supplier will furthermore be entitled to suspend any further performance until it has certainty that payment will be made, without prejudice to the Supplier's right to claim compensation. 9. The Customer's objections to the invoice amount do not suspend the obligation to pay. Article 6 – Delivery 1. Delivery times are determined jointly by the Supplier and the Customer. A delivery time stated or confirmed by the Supplier is only approximate. The Supplier is not in default by the mere exceeding of a term, and the Customer is in such case not entitled to dissolve the Agreement in whole or in part, nor is it entitled to compensation. Therefore, if a term is exceeded, the Customer must give the Supplier written notice of default and grant it a reasonable period of time to perform its obligations. 2. If the Supplier fails to deliver within the new delivery term, the Customer will have the sole and exclusive remedy of terminating the relevant unperformed parts of the Agreement, without the Customer being entitled to any compensation for damage and/or a reimbursement of costs. 3. If the term within which delivery is to be effected is expressed in days, a day will be understood to be a working day, not being a day of rest (Saturday or Sunday) or a public holiday. 4. The Supplier is entitled to perform an Agreement in parts and to demand payment for each part in proportion to the goods delivered. 5. Delivery of Products to countries within the European Union and to the United Kingdom (UK) are made DDP (Delivered Duty Paid, INCOTERMS 2020), unless FCA (Free Carrier,
INCOTERMS 2020) or another method is agreed upon in writing between the Supplier and the Customer. Delivery to (other) countries outside the European Union are made EXW (Ex Works, INCOTERMS 2020), unless agreed otherwise in writing between the Supplier and the Customer. 6. The Supplier has the right to determine that certain items will be delivered from certain minimum quantities only. 7. If the Products cannot be delivered because the Customer refuses the Products or fails to take delivery of them, the Supplier will be entitled to store the Products at the Customer's risk and expense. The Supplier will not provide the Products to the Customer until it has paid the additional costs of transport and storage. If the Customer does not take delivery of the Products within one month after the originally agreed delivery date, the Supplier will, after it has sent a demand, be entitled to deliver the Products to other Customers or to dispose of the Products in any other way, without prejudice to its right to recover the costs of storage of the Products and non-acceptance by the Customer, as well as any damage or loss, from the Customer. 8. In the event that the production of Products is limited for any reason, the Supplier will have the right to divide the available Products among its customer base at its sole discretion and this may lead, depending on the given situation, to fewer Products being sold and delivered to the Customer than specified in the Agreement, without the Supplier incurring any responsibility or liability towards the Customer for any ensuing loss as a result. Article 7 – Retention of title 1. All Products delivered by the Supplier, whether processed or unprocessed, will remain the property of the Supplier until the Customer has met all obligations under the Agreement concluded between the Parties. 2. The Customer is not authorised to sell, pledge or otherwise transfer or encumber the Products covered by the retention of title. This Article has effect under Property Law within the meaning of S. 3:83 of the Dutch Civil Code. 3. The Customer undertakes to store the Products delivered under retention of title carefully and as identifiable property of the Supplier. 4. The Customer is not entitled to invoke its right of retention in respect of storage costs incurred by it, nor is the Customer entitled to deduct the storage costs from the amount payable to the Supplier. 5. If, after having received a written reminder, the Customer remains in default with regard to any payment obligation in respect of Products already delivered, the Supplier will be entitled to remove (or arrange for the removal of) the delivered Products from the Customer or its holders. The Customer hereby irrevocably authorises the Supplier or parties acting on the Supplier's behalf to enter the places where the Products are located. The costs associated with collecting the Products will be at the Customer’s expense. 6. The conditions as laid down in this Article do not affect the Supplier's other rights. 7. If the Customer is established in Germany, the following provisions will apply instead of the preceding provisions concerning retention of title, which are exclusively subject to German law: a. Die gelieferte Ware (Vorbehaltsware) bleibt bis zur vollständigen Bezahlung sämtlicher Forderungen aus diesem und künftigen Verträgen gegenüber dem Abnehmer und seinen Konzerngesellschaften Eigentum des Lieferanten. Wird die Vorbehaltsware verarbeitet, erwirbt der Lieferant auch das Eigentum an der daraus entstehenden neuen Sache. Der Abnehmer verwahrt das Eigentum an der neuen Sache für den Lieferanten unter Ausschluss des eigenen Eigentumserwerbs. Der Abnehmer kann hieraus keinerlei Ansprüche gegenüber dem Lieferanten ableiten. b. Wird die Vorbehaltsware mit anderen dem Lieferanten nicht gehörenden Sachen untrennbar verbunden oder vermischt, erwirbt der Lieferant ein Miteigentum an der neuen Sache im Verhältnis des Wertes der Vorbehaltsware zu den anderen verbundenen oder vermischten Sachen zum Zeitpunkt der Verbindung oder Vermischung. c. Der Abnehmer tritt seine Forderungen aus der Veräußerung von Vorbehaltsware aus dieser und künftigen Warenlieferung(en) mit sämtlichen Nebenrechten im Umfang des
Page 1: General Terms and Conditions of Sal
Page 5 and 6: 4. The Customer will bear the costs
Page 7 and 8: c. To wholly or partly dissolve eve

20211228 Algemene Voorwaarden Kai Tak Company ENG(3007109.2)

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