General terms and conditions of sale and delivery - Venttri
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General terms and conditions of sale and delivery of Maxximap B.V. and Maxximap international B.V., hereinafter referred to as “Venttri”

Filed at the Chamber of Commerce and ‘Fabrieken Brabant’ d.d. 01-11-2012

ARTICLE 1

Section 1: The conditions below apply to all offers and tenders done by Venttri, all closed agreements and to Venttri granted assignments, unless explicitly otherwise agreed by parties in writing.

Section 2: On behalf of Venttri are qualified to close agreements, those who are qualified as such at the Chamber of Commerce in Brabant en those who are authorized in writing by those qualified. This authorization applies, where appropriate, only for it to mention offers, invoices and agreements.

Section 3: Deviations of these terms and orders by representatives, travelers and other intermediaries and/or resellers, are only binding when confirmed in writing by management. Any conditions of purchase of buyers do not bind Venttri, unless management notifies otherwise in writing.

Section 4: If Venttri notifies the buyer of these terms, all following agreements between Venttri and the buyer are considered to be entered under these same terms.

Section 5: If Venttri made any deviations on the terms in any agreement with the buyer, the buyer can never rely on this deviation in any other agreement. Deviations on these terms will have to be agreed on explicitly in any other agreement.

ARTICLE 2

Section 1: All offers and tenders done by Venttri, whether in the form of price lists, printed matter, brochures, or other – including verbal offers/tenders and other statements made by representatives or employees of Venttri are non-committal, unless explicitly decided otherwise in writing. These are valid for 30 days, unless otherwise indicated. Statements of color and measurement are as specific a possible, though not binding; slight deviations in color and/or measurement is permissible. Venttri is not liable for technical errors in layout of the supplied file. Files will only be checked on technical practicability.

Section 2: An agreement between Venttri and a buyer will come about if and after an order is confirmed in writing by a competent of Venttri, or because Venttri implemented an order completely or partially. Price offers are always excluding VAT.

Section 3: If the buyer doesn’t inform Venttri within 8 days after dating the confirmation that the confirmation is deviant from his order or command, he will be considered to agree on the content and the buyer is bound to the agreement.

Section 4: When entering the agreement Venttri is entitled in its opinion to demand adequate assurance for financial performance of the agreement. Refusal of the buyer to give this assurance will give Venttri the right to refuse the order.

Section 5: At the same time Venttri will be entitled, before delivery or proceeding delivery, to demand assurance of payment obligation of the buyer, also if other payment conditions were agreed on. If this assurance isn’t provided, Venttri is entitled to plainly and without providing compensation, dissolve the agreement.

ARTICLE 3

Section 1: Quotes are always done on the basis of applicable cost at the time of the order.

Section 2: If, after closing the agreement, but before delivery, increase of price will occur, for instance because of increase of price of raw materials, material, auxiliary materials, accessories, transport costs, wages, taks burden, duties, rights and/or excise, factory costs, change of currency etc. Venttri will be entitled to pass this difference to the buyer.

Section 3: The buyer is entitled to, if the increase is over 10% of the agreed price, to cancel or withdraw the closed agreement within 5 days after notification of the increase.

Section 4: The cancellation or withdrawal of the order needs to be done by registered missive. If the order is cancelled or withdrawn, the client is obligated to refund the work already done by Venttri, accordance with the agreed price pro rata.

ARTICLE 4

Section 1: The delivery time is given as accurately as possible, but are never considered to be fixed times. Crossing the delivery time with less than two weeks, other than wilful, does not give any right to compensation, cancellation of the order or the right to refuse the goods at delivery. For late delivery Venttri is served a written notice of default and a final term of two weeks for delivery need to be awarded.

Section 2: If the goods, after expiry of the delivery term aren’t taken, the goods, to decision of the client, will be stored to his account and risk. In that case travel-, storage and other costs will be for costs of the client.

Section 3: As point of time will apply the moment the goods leave the Venttri warehouse, repository or other stock room, while the buyer, immediately after delivery will bare the risk of all damage, direct or indirect, which will occur to or through the goods by the buyer or any third party.

Section 4: The delivery term starts on the day the seller confirms the order or delivery in writing.

Section 5: Delivery is done freight paid at the address given by the buyer/client in The Netherlands. For deliveries under the net invoice amount of € 450 ex. VAT, Venttri is entitled to charge the buyer for the costs of packing, shipment and administration.

Section 6: Slight in trading permissible or technical unavoidable deviations in quality, quantity, colour differences, finish and otherwise do never entitle the client to refuse the delivery. In quantity there is a tolerance level of 10% over- and under delivery, which will be charged or credited accordance.

Section 7: Shipment is at risk of the buyer at all times, even if the shipment agreement of the transporter determines otherwise.

Section 8: Unless agreed otherwise the costs of items required to execute the agreement are on behalf of the buyer.

  1. The buyer should provide an accurate statement of sizes, qualities and imprint colours, texts and images. Changes desired by the buyer of a proof and/or design at his request, and approval of this, should be brought to the attention of the seller in writing.
  2. The buyer bears the risk of misunderstandings with respect to content and execution of the agreement, if these find cause in inaccurate or incomplete specifications, colours, texts, images and or digital information or otherwise referred to in the previous section provided by the buyer.
  3. Confirmation in writing by Venttri to the buyer in a different manner than indicated in the previous section, second phrase, learns notice of the buyer about desired changes and/of approval of proof or design, is considered a written confirmation of the buyer and is binding, unless the buyer objects to the seller in writing within 7 days after reception.
  4. If the buyer, after having been informed by registered letter in default, fails to comply the in this section under a listed obligation, the buyer is pursuant the provisions in article 6:91 BW, immediately owing a fine of the amount of 40% of the price of the agreement of ordered goods, while by the mere passage of the term of the notice the agreement will be legally dissolved.

ARTICLE 5

Section 1: The buyer needs to examine the delivered goods with attention at deliverance, or as soon as possible after. Complaints concerning visible defects to delivered goods or work carried out should be reposted to Venttri within 24 hours after observation. Registered letter by the buyer should confirm the complaint within 3 days after receiving the goods or work carried out.

Section 2: Complaints concerning non-visible defects on delivered goods or work carried out should be reported by registered letter to Venttri immediately after observation yet within 14 days after delivery, and timely brought to the knowledge of Venttri, so Venttri is capable of investigating the correctness of the concerning complaint on the spot.

Section 3: Advertisement will not participate in treatment, if a third party appears to have made changes of repairs to the delivered goods, except if this is carried out with prior knowledge of Venttri and in cases of emergency in which the buyer couldn’t have contact with Venttri, though the buyer notified Venttri of the emergency as soon as possible.

Section 4: Advertisement concerning (partial) invoices should be in possession of Venttri within five days after dispatch by means of registered writing.

Section 5: After the expiry of the deadlines above the buyer is considered the delivered/performed, to have approved respectively the invoice. Then advertising/complaints will not participate in treatment by Venttri.

Section 6: Advertising will never dismiss the buyer of payment accordance article 6.

Section 7: Customer is not entitled to return issues on which this complaint to Venttri without permission in writing of the latter.

Section 8: Should the buyer cancel an order completely or partially, Venttri is entitled to charge the buyer cancellation fees of €500, which are calculated in subsequent timetable on the net cost:

A; a percentage of 30% until 31 days prior to the agreed date of delivery;

B; thirty days or less before the agreed day of delivery 40%.

Section 9: The request for cancellation of the complete or partial order after (partial) execution of the order, or especially for the buyer manufactured goods, can not be met.

Section 10: Cancellation must be made in registered writing. The date of reception of writing is considered the date of cancellation.

ARTICLE 6

Section 1: Unless agreed otherwise payment must be made within 30 days after invoice date.

Section 2: Any claims do not suspend the payment obligation.

Section 3: If the payment term is not met, the customer/buyer is due the legal commercial interest ex article 6:119a BW and collection costs, without any summons or notice.

Section 4: Extrajudicial collection costs are 15% of the selling price, with a minimum of €250 per outstanding invoice. All payments by or on behalf of the buyer are first deducted from the due interest and costs and furthermore, in the principal amount.

Section 5: Only if payment is credited to one of the accounts of Venttri within 8 days after invoice date 2% payment discount over the net goods amount (excl. VAT) can be deducted unless determined in writing otherwise by Venttri.

Section 6: If the buyer fails to pay a partial delivery or delivery phase, Venttri is entitled to suspend the remaining orders to be carried out with the term during which the buyer leaves a partial invoice unpaid, unabated Venttris right to, after notice, cancel the order definitively and desire payment of all that is receivable. Then Venttri is also entitled to compensation.

Section 7: Deduction comparison or setoff is never permitted for the buyer.

Section 8: Payment should be done at the office of Venttri or on a bank or giro account designated by Venttri.

ARTICLE 7

Section 1: On telegraphic, telephonic, digital or courier orders the reception and the associated costs are at the expense and risk of the buyer.

ARTICLE 8

Section 1: The ownership of the goods sold and delivered is transferred only after full payment of the amounts due to Venttri by the buyer/customer, consisting of gross invoice amount, plus interest and extrajudicial costs as stated above, addition, so Venttri legally fulfil the contract progresses, the legal commercial interest, the liquidated in judgment cost of execution of the judgment.

Section 2: The buyer is not permitted, as long as the goods are still owned by Venttri, to dispose or pawn these or otherwise encumber this or in any manner whatsoever to dispose, unless he carries on business as reseller with the intention to sell goods as delivered by Venttri. In that case the buyer is entitled to sell.

Section 3: If the buyer fails to comply completely, properly or timely, or another circumstance occurs as meant in article 11, Venttri is entitled to take back or recover the delivered goods/business without any legal intervention. In default of issue of the delivered within 2 days after being summoned in writing by Venttri the buyer forfeits a fee of €500 a day he remains in default.

Section 4: In case the delivered is actually taken back by Venttri the agreement accordance with article 11 is terminated.

Section 5: The buyer is obliged that third parties assert rights in writing on the delivered by Venttri, to the extend not yet owned. Should later prove that the buyer did not meet this obligation, than he will owe a fee of 15% of the amount due, ex. VAT, with a minimum of €500, unabated the obligation to ensure complete payment of the agreed price.

ARTICLE 9

Section 1: Venttri accepts liability for damage in so far as this liability is covered by insurance to the amount of payment made by insurance. Venttri is only liable for damage, directly caused by intent or gross negligence of Venttri.

Section 2: In no case Venttris liability extends to indirect and consequential damages.

Section 3: Should insurance in any case not decline to pay Venttris liability is limited to invoice of the agreement, ex VAT.

Section 4: Venttri is not liable for choice of colour, shape, materials and suchlike of the buyer of delivered goods and affairs and does not guarantee that the delivered affairs and materials are suitable for the usage the buyer intends, unless the buyer notified Venttri specifically in advance and did not make any changes in this.

Section 5: The buyer/customer should safeguard recourse Venttri in case the risks, which are attached to the agreed deliveries, are covered by insurance.

ARTICLE 10

Section 1: Venttri has the right to, if during the execution of the agreement circumstances occur which effect odds, cancel the agreement without any legal intervention whether to suspend the delivery term as long as the force majeure continues or because of this the goods can not be delivered, and/or replaced by equivalent goods, in which the more costs of the goods will be borne by the buyer. If these more costs are over 10% of the agreed price for these goods, the buyer/customer is entitled to cancel the agreement. In cases of force majeure Venttri is never obliged to pay any compensation or fee to the buyer.

Section 2: To suspend an order with 60 days or more, the buyer is entitled to cancel the agreement.

Section 3: Cancellation of the agreement without prejudice to the obligation of the buyer to refund already delivered/worked pro rata.

Section 4: To be categorized for force majeure circumstances include war, mobilization, disturbances or riots, strikes, sit-ins, fire, not timely deliverance by suppliers of Venttri, excessive absenteeism or staff shortages in general, traffic barriers or shipment problems, failure in execution, company disorder in whatever form, change of duties or taxes, import or export disorders and closing of the borders and other government measures or regulations and furthermore any circumstance Venttri has no influence on so that it is not capable to execute the order as agreed.

ARTICLE 11

Section 1: Venttri reserves the right to cancel the agreement(s) with the buyer without any legal intervention if the buyer:

A; is placed under administration, is in a state of bankruptcy, or requests suspension of payment.

B; decides to liquidate or close down his business

C; loses the right to dispose of his assets, or when the buyer is a natural person placed under guardianship, or dies.

Section 2: In case the buyer does not oblige to his payment agreement completely, properly or timely, Venttri is entitled to cancel the agreement if and after informing the buyer in default and has awarded the buyer a final deadline.

Section 3: At termination as intended all claims on the buyer are immediately due and Venttri is entitled to claim a complete compensation of damages, lost profits and/or interest.

Section 4: The post ‘lost profits’ is at least 15% of the agreed price with a minimum of €500 (ex VAT) subject to proof; the post ‘lost interest’ will have the amount of the statutory interest.

ARTICLE 12

Section 1: The buyer shall indemnify the seller against all consequences, whichever, of claims from the buyer of the buyer against the buyer which could be made applicable in respect of the purchased.

ARTICLE 13

Section 1: All agreements to which these conditions are declared, Dutch law is applicable.

Section 2: All disputes, arising from or related to the agreement, will be submitted exclusively to the competent judge within the district Breda, unless Venttri chooses another competent judge.

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