Fiskano B.V. General Terms and Conditions of Sale

1.  Applicability of these terms

1.1 These terms and conditions of sale apply to all quotations, offers made and purchase orders accepted by Fiskano B.V., registered at the Chamber of Commerce under number 39050395.

1.2 Different, conflicting or additional terms in any purchase order or other writing from purchaser are hereby expressly objected and rejected and shall be of no force or effect, unless explicitly otherwise agreed upon and as such confirmed in writing by Fiskano B.V..
1.3 These terms and conditions also apply to all repeat orders emerged by this agreement.

1.4 If any provision of these general conditions is found to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected by that invalidity or unenforceability.

1.5 Failure or delay by Fiskano B.V. in enforcing or partially enforcing any provisions of these general conditions shall not be construed as a waiver of any of its rights under any agreement.

1.6 These terms and conditions may be updated by Fiskano B.V. from time to time. The updates will be applicable immediately to all quotations, offers made and purchases orders accepted by Fiskano. B.V..

1.7 Fiskano B.V. is allowed to engage a third party in order to execute the contract. These terms and conditions shall also apply to all contracts with Fiskano B.V. for which Fiskano B.V. engages a third parties.

2.  Quotations, offers and cancellation

2.1 Quotations and offers are valid during the specified period. Quotations and offers are without engagement when no validity period is indicated. Quotations and offers without engagement can be withdrawn by Fiskano B.V. until 2 workdays after receiving the acceptance of purchaser.

2.2 Quotations and offers are not automatically valid for future orders.

2.3 Verbal quotations and orders are only valid if these have been confirmed in writing by Fiskano B.V..

2.4 After acceptance, requests to cancel or change orders must be submitted in writing to Fiskano B.V.. Changes or cancellation will only be made when approved by Fiskano B.V.. All costs from such cancellation or change including, without limitation, costs for work performed and/or materials purchased by Fiskano B.V. for the product must be paid by purchaser, unless otherwise agreed.

3.  Prices and payment

3.1 Unless otherwise agreed in writing between Fiskano B.V. and purchaser, prices are exclusive VAT or other (government) levies or taxes. Also, the costs of transportation are not included.

3.2 Agreed prices are based on the quantities the purchaser has indicated. Fiskano B.V. reserves the right to vary the price if the purchaser fails to take delivery of the indicated quantity within the delivery period or, if outside the delivery period, within a reasonable time.

3.3 If one or more elements of the price are subject to an increase after the date of entering into the contract Fiskano B.V. is entitled to increase the price agreed upon accordingly.

3.4 Payment shall be made in full within 30 calendar days from the date of the invoice. Payment shall be considered to have been made on the day the payable sum is received.

3.5 A query by the purchaser relating to an invoice must be made in writing within 20 calendar days of the date of invoice.

3.6 In the event of default in payment by the due date, Fiskano B.V. reserves the right to charge interest on money overdue in accordance with the maximum rate of interest allowable under applicable law (minimum is 2 percent). Purchaser shall be liable for all costs and expenses, including reasonable attorney’s fees, incurred by Fiskano B.V. in collecting or attempting to collect any and all overdue accounts.

3.7 Purchaser may not withhold, settle or deduct payments.

3.8 Payment made by the other party always serves to settle in the first place all outstanding interest and costs, and in the second place the receivable invoices that have been outstanding the longest, even though the other party states that the payment relates to a later invoice.

3.9 In case of liquidation, bankruptcy or suspension of payment of the buyer the obligations of the buyer will be due immediately.

4.  Sales Materials

Any catalog, price sheet, size, weight or other similar descriptions in documentations prepared by Fiskano B.V. is strictly for the convenience of purchaser and shall not be deemed as an offer to sell. Fiskano B.V. believes that the documentation is accurate, but does not warrant they are error free.

5.  Delivery

5.1 A delivery date shall be treated as being approximate and Fiskano B.V. is not liable for any delay in delivery, provided that it uses commercially reasonable efforts to meet the delivery date.

5.2 Fiskano B.V. is entitled to alter the manner of delivery.

5.3 The delivery period will commence at the point at which Fiskano B.V. receives all obliged information of purchaser.

5.4 Fiskano B.V. is entitled to deliver in parts. In such case these terms and conditions shall apply to each partial delivery as if it were an independent delivery. Complaints regarding these partial deliveries will not affect the further processing of the contract. Any partial delivery, which will also be deemed to include the delivery of products form a multiple order, can be invoiced separately.

5.5 Unless otherwise agreed, transport shall be carried out by purchaser and at the risk and costs of purchaser. The risk shall pass to purchaser as soon as the goods have been handed over to the transporter. Transport includes the loading and unloading of the goods.

5.6 Purchaser is obliged to insure the goods adequately as from the moment that the goods leave the premises of Fiskano B.V.. The goods will have to remain insured adequately until the moment that the purchaser has fulfilled all obligations under the contract and its obligations resulting there from.

5.7 If purchaser does not collect an order five days after the call of by Fiskano
B.V. or fails to do so within the agreed period, the products will be stored for the purchaser accounts and risk without requiring any notice of default. Storage costs will be computed with due observance of the standard which are customary in the industry in which Fiskano B.V. is active.

5.8 Fiskano B.V. is authorized to supply 10% more or less volume or weight than agreed, and this also applies to partial delivery.

6.  Retention of title

6.1 Delivered products shall fully remain property of Fiskano B.V. until all receivables, on whatever legal grounds, have been fully paid.

6.2 Until title passes the purchaser holds the product on behalf of Fiskano B.V. as holder and must keep the goods free from any charge, lien or other encumbrance and shall keep the product identifiable and separate from other property in its possession.

6.3 Fiskano B.V. is authorized to claim the return and repossess these products if a purchaser defaults in its obligations, if it goes into liquidation, applies for or is granted a suspension in payments or is declared bankrupt.

6.4 In all cases in which Fiskano B.V. wishes to exercise its ownership rights, the purchaser hereby unconditionally and irrevocably grants permission to Fiskano
B.V. or a third party to be designated by it, to enter all those locations where Fiskano B.V. property is located at that time, and to remove the items from those location.

6.5 If third parties attach delivered items that are subject to the retention of title, or wish to create rights on or enforce rights to these, the purchaser must inform Fiskano B.V. as soon as may reasonably be expected.

6.6 The purchaser is entitled to process the products of Fiskano B.V. or to combine them with other products within the context of the proper operation of their business. By way of security for our claim as stated above in 6.1 we acquire co-ownership of the items resulting from processing or combination, with the buyer ceding this co-ownership in safekeeping, free of charge. The level of our co-ownerschip is determined by the ratio of the value of our product to that of the items resulting from the processing or combination undertaken.

7.  Packing materials

7.1 Any non-disposable packing materials in which the products are supplied will remain the property of Fiskano B.V.. Purchaser is not permitted to use the packing materials for purposes other than those for which they are intended.

7.2 Fiskano B.V. is authorized to charge the purchaser a deposit for non- disposable packing materials. Fiskano B.V. is obliged to accept the return of the materials for the price for which it supplied these to the purchaser for a agreed period after the delivery date.

7.3 The packing materials shall be returned by purchaser at his costs.

7.4 If packing materials are damaged, become incomplete or are lost, the purchaser will be liable for the damage and may be charged for the costs thereof.

7.5 Fiskano B.V. is authorized to charge the purchaser separately for products packed in disposable packing materials.

8.  Complaints and return of goods

8.1 Purchaser must inspect the items purchased (or have them inspected) upon delivery, or as soon as possible afterwards. Purchaser must check thoroughly whether the items delivered are in compliance with the contract for example in terms of weight, packaging, quantity and quality.

8.2 Purchaser is obliged to notify Fiskano B.V. without delay within 24 hours after delivery if visible defects or shortcomings are observed. If Fiskano B.V. so requests, the purchaser must specify verbal complaints in writing within a further 24-hour period of that verbal compliant.

8.3 Purchaser is obliged to report non-visible defects in writing to Fiskano B.V. within 30 days of discovery, but no later than within the agreed guarantee period. Claims in this respect must be filed within one year after timely complaint, under penalty of cancellation.

8.4 If a purchaser fails to notify Fiskano B.V. of defects or shortcomings which could have been established on the basis of a thorough check within 24 hours of delivery of the products, or if the purchaser has already re-sold or processed the products in whole or in part, it will be deemed to have approved that the products are compliant with the contract.

8.5 Even if the purchaser submits a timely complaint, he shall still be obliged to pay and take possession of orders made.

8.6 Fiskano B.V. must be given the opportunity to investigate complaints. If parties are unable to agree on a complaint, they will call in an independent expert. The costs of this experts will be for account of the party deemed to be in the wrong, unless parties agreed otherwise.

8.7 If the complaint is well founded in the opinion of Fiskano B.V. or the independent expert, Fiskano B.V. shall be entitled to choose between 1)pay a fair compensation (to a maximum of the invoice value of the products supplied) or 2)replace the products delivered free of charge. Fiskano B.V. is not obliged to compensate any other damage or pay any other costs under any title whatsoever.

8.8 Products delivered will not be accepted for return without prior written consent of Fiskano B.V.. No credit will be given to the purchaser for unauthorized returns and any costs incurred by Fiskano B.V. in handling or disposing of the products will be borne by the purchaser.

9.  Liability

9.1 Except for liability for death or personal injury as a result of Fiskano B.V.’s mandatory product liability, Fiskano B.V. shall only be liable if damage/injury is caused by intentional acts/omissions or by gross negligence on the part of Fiskano B.V. or its subordinates.

9.2 Fiskano B.V. shall never be liable for loss of profits or any type of consequential, indirect or special loss or damage arising from or in any way connected with this contract, even if such loss is foreseeable by or in the contemplation of Fiskano B.V..

9.3 Except for liability for death or personal injury as a result of Fiskano B.V. ‘s mandatory product liability, Fiskano B.V.’s liability shall be limited to 125% of the total purchase price of the product in respect of which Fiskano B.V. is in default. If a number of defaults give rise to substantially the same loss or are attributable to the same or similar cause, then they will be regarded as giving rise to only one claim.

9.4 Fiskano B.V. and persons used or engaged by Fiskano B.V. to execute the order shall not be liable for damage/injury which the purchaser suffers in applying the products of Fiskano B.V..

9.5 Any claims will only be valid if made within 12 months from the date the purchaser becomes aware or would have become aware of the ground giving rise to a claim and the liable person.

9.6 Purchaser shall and does indemnify Fiskano B.V. with respect to all third- party claims for compensation for all costs and damages for which Fiskano B.V.’s liability towards purchaser has been excluded.

10.  Force majeure

10.1 Fiskano B.V. shall not be liable for any breach of contract where such failure or delay results from any cause that is beyond the reasonable control and Acts of God. Such causes include, but are not limited to: power failure, the non-delivery or overdue delivery of products to Fiskano B.V. by its suppliers, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, snow, extreme weather conditions, earthquakes, acts of terrorism, acts of war, governmental action, public health emergency (of international concern) or any other event that is beyond the control of the Party in question.

10.2 Fiskano B.V. is entitled to rescind the contract if the performance is delayed for more than two months.

11.  Breach of contract

11.1 If purchaser commits a breach of contract or duty in any manner, it will be in default without requiring any notice of default. A breach of contract includes, but is not limited to:
a) material breach of the contract and fails to remedy the same within 14 days of receiving written notice to remedy (however, late payment requires no such notice for there to be such a breach).
b) purchaser or its parents or subsidiary companies makes any voluntary arrangement with creditors or becomes subject tan administration order, or if an individual firm becomes bankrupt or, if a company goes into liquidation.
c) a receiver or administrative receiver is appointed over, or an encumbrancer takes possession of any of purchasers property or assets or the property or assets of its parent or subsidiary companies or a party ceases trading or threatens to cease trading or any distress or executions is levied on a party, its goods or assets.
d) Fiskano B.V. has reasonable cause to believe that any of these events is about to occur to purchaser.

11.2 In the event of a breach of contract or duty, Fiskano B.V. will be authorized to promptly terminate any contract and/or suspend any further deliveries. Fiskano B.V. will give a written confirmation when this situation occurs. Fiskano will then have the right to recover al the costs that incurred.

12.  Transfer of rights

Purchaser shall not be entitled to transfer any rights or obligations under an contract to any third party without written permission of Fiskano B.V..

13.  Intellectual property

13.1 The offer issued by Fiskano B.V., as well as the drawings, calculations, software, descriptions, designs, trade names, logos, trademarks, text graphics and suchlike produced or supplied by it, as well as all information contained within these or forming the basis for them, are the (intellectual) property of Fiskano B.V.. Any other use of materials without Fiskano B.V.’s prior written consent is strictly prohibited.

13.2 None of the data and/or intellectual property rights referred to in 13.1 may be copied, displayed to third parties and/or made available or otherwise used, without Fiskano B.V.’s written consent.

14.  Processing Personal data

14.1. Personal data of purchaser or of any third party will be processed in a proper and careful manner, in accordance with the Personal Data Protection Act and the General Data Protection Regulation. Fiskano B.V. refers to the Privacy Statement on her website for further information.

14.2 In addition to the previous paragraph 1, Fiskano B.V. also notes that appropriate technical and organizational measures will be taken to protect the personal data processed by the other party against loss or any other form of unlawful processing, taking into account the current state of affairs of the techniques available and the nature of the processing of this data.

15.  Governing Law and Jurisdiction

15.1 This contract shall be governed by and construed in accordance with the Dutch law.

15.2 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be subject to the exclusive jurisdiction of the Dutch courts to which the parties irrevocably submit.

15.3 The 1980 Vienna Convention on the International Sale of Goods is excluded and shall not apply to this contract.