Legal Notice: This document is a translation of the original General Terms and Conditions in Dutch. In the event of any ambiguity or lack of clarity with respect to phrasing, syntax and/or meaning, and any ensuing conflicts, the original Dutch text shall prevail at all times.

General Sales, Delivery and Payment Terms and Conditions of:
The private limited liability company RMS Europe B.V.; and
The private limited liability company Flexi Investment Group B.V.; and
all group companies affiliated with RMS Europe B.V. and Flexi Investment Group B.V.,
all established and having their offices in Hedel, the Netherlands.
Registered with the Chamber of Commerce, the Netherlands on 30-09-2008, under registration-no.:16085421

Article 1: Definitions
1.1 In these General Terms and Conditions, “Supplier” shall be taken to include the private limited liability company RMS Europe B.V., the private limited liability company Flexi Investment Group B.V. and all group companies affiliated with RMS Europe B.V. and Flexi Investment Group B.V.
1.2 “Client” shall be taken to include: Any natural person or legal persona who enters into a purchase or other agreement with Supplier.

Article 2: Applicability
2.1 These General Terms and Conditions are applicable to all offers, quotations and agreements issued and/or entered into by Supplier.
2.2 These General Terms and Conditions are applicable with the exclusion of any by Client applied general terms and conditions, unless these have explicitly been accepted by Supplier in writing.
2.3 Deviations of what is determined in these General Terms and Conditions may only take place in writing.

Article 3: Offers and/or Quotations
3.1 All offers and quotations are free of obligations unless explicitly agreed otherwise in writing. When an offer contains an acceptance term, this exclusively implies that the offer becomes void after the stated term.
3.2 Brochures, price-lists and other data supplied by Supplier have an informal character and are not binding.
3.3 Supplier reserves the right to refuse orders or to deliver orders C.O.D. without stating the reason therefore.

Article 4: Coming into Force of Agreement/Evidence
4.1 Agreements as well as alterations and additions thereto only come into force if and after Supplier has confirmed these in writing or when Supplier has already started with executing the order. Agreements entered into by Trade Agents, sales representatives and/or other intermediaries are only binding to Supplier after a written confirmation by Supplier.4.2 If Supplier has drawn up a binding quotation (see 3.1), the agreement comes into force on the day that the written acceptance of the order is received.
4.3 For determining the scope of the payment obligations of Client, the administration data of Supplier shall be decisive, subject to evidence to the contrary to be supplied by Client. Subject to evidence to the contrary, the numbers, measures and weight stated on the bill of lading or invoice shall be deemed correct by Supplier and Client.
4.4 If Supplier, in the matter of the agreement entered into with Client (whether or not electronically) sends a letter and/or issues a written statement, the legal consequences intended by Supplier come into force at the time of sending of the mail (whether or not electronic), irrespective of whether Client has not (or claims not to have) received and/or accepted service of this letter or statement.

Article 5: Severability
5.1 If the agreement is entered into with two or more Clients, each Client shall be severally liable for fulfilment of the agreement.

Article 6: Prices/VAT Registration Number
6.1 The stated prices are exclusive of VAT. Unless agreed otherwise in writing, the listed prices are stated in euro.
6.2 Quotations are always based on the valid prices at the time of the purchase and/or order. If after entering into the agreement, one or more cost price factors (including among others wages and salaries, taxes, social contributions, purchase prices, prices of raw materials, foreign currency rates, etc.) increase, Supplier is entitled to charge this increase to Client.
6.3 Client shall make his correct VAT registration number known to Supplier and shall notify Supplier immediately of any change thereof. If Clients fails to fulfil this obligation, the purchase price will automatically be raised with the VAT and any other amounts insofar as Supplier may be due as a result of this non-fulfilment.

Article 7: Delivery
7.1 The stated delivery times are in each case deemed as estimated delivery times and shall never be considered as final dates, unless explicitly agreed otherwise in writing. In case of delays in delivery, Supplier must be notified of default and must be given a reasonable term to remedy his default and to fulfil his obligations.
7.2 Unless agreed otherwise, delivery takes place ex warehouse of Supplier (in the Netherlands or UK). Supplier has the right to change the stated amounts if delivery needs to take place outside the Netherlands and/or if cost increases prompt this. Transport, also when free delivery has been agreed, shall always be to the account and risk of Client, who may take out insurance against this risk, if so desired.
7.3 When products have not been taken off by Client after expiration of the delivery term, the products are stored to the account and risk of Client with Supplier (when the storage options of Supplier allow for this).
In case of non-timely take-off, Supplier, after a period of fourteen days after expiration of the delivery term, has the right to terminate the agreement without prejudice to the right of Supplier to compensation and without prejudice to the right of Supplier to proceed to sell the products to third parties.
General Terms and Conditions page 2 of 6
Legal Notice: This document is a translation of the original General Terms and Conditions in Dutch. In
the event of any ambiguity or lack of clarity with respect to phrasing, syntax and/or meaning, and
any ensuing conflicts, the original Dutch text shall prevail at all times.
7.4 If Supplier has made pallets, packing boxes, crates, containers etc. available for packaging and transport or has made these available through a third party, Client, unless it concerns onetime packaging, is obligated to return the stated products to the address indicated by Supplier to the account of Client, in default of which Supplier may charge the costs of these products to Client.

Article 8: Force Majeure
8.1 In these General Terms and Conditions, “force majeure” shall be taken to include: any circumstance that Supplier reasonably was unable to avoid or prevent and as a result of which the normal execution of the agreement is hindered. This includes strikes, illness of staff, import, export and transport bans, government measures, non or untimely deliveries by suppliers and damage to production means required for the order.
8.2 In the event of a force majeure situation, Supplier has the right to postpone delivery for the period that the force majeure is in force. If a temporary fulfilment inability extends a period of more than six months after the time that delivery should have taken place, parties have the right to terminate the agreement in writing sent by registered mail. If the fulfilment by Supplier is permanently impossible as a result of the force majeure, parties have the right to terminate the agreement.
8.3 Supplier has the right to demand payment for the part of the order that has already been carried out before it became clear that there was a force majeure situation.

Article 9: Complaints
9.1 A soon as Client receives the products, Client must immediately visually inspect whether the products are in good order and whether they are in accordance with the order placed in terms of number and type. If the products supplied by Supplier are visually not in good order or are not in accordance with the order placed in terms of number and/or type, Client is held to immediately put in a complaint on delivery and to state the defects on the transport document and/or delivery receipt to be signed. This transport document and/or the delivery receipt is deemed to contain an accurate description and list of the goods supplied. Complaints due to other defects must take place within 5 working days after these defects have come to the attention of Client or reasonably could have come to the attention of Client, provided at the latest within 14 days after the delivery date.
9.2 Complaints on invoices must also be placed in writing and within 14 days after the mailing date of the invoices.
9.3 In default of timely complaints, Client is considered to have approved the delivered goods and/or the invoice respectively.
9.4 Placing a complaint does not relieve Client from his payment obligations with respect to Supplier.
9.5 If the complaints are considered grounded by Supplier, Supplier shall (to its sole discretion) ensure the replacement of the products or proceed to reimburse the invoice value of the defect products.
9.6 Any right to complaints becomes void on altering the nature, the composition or the packaging of the product by Client or third parties.
General Terms and Conditions page 3 of 6
Legal Notice: This document is a translation of the original General Terms and Conditions in Dutch. In
the event of any ambiguity or lack of clarity with respect to phrasing, syntax and/or meaning, and
any ensuing conflicts, the original Dutch text shall prevail at all times.

Article 10: Liability
10.1 The liability of Supplier is limited to fulfilment of what is determined in article 9.5. Any other liability is excluded, with the exception of wilful intent or gross negligence of managers of Supplier or if Supplier would be liable on the grounds of the imperative legal arrangement concerning product liability.
10.2 In deviation of what is determined in article 10.1, Supplier is not held in any way whatsoever to supply replacement products, or to reimburse the invoice value if:
a. the defective products have not been made available to Supplier;
b. Client has not strictly observed the storage regulations of the delivered products, as a result of which spoilage has occurred and/or it is no longer possible to examine the correctness of the complaints expressed by Client.
10.3 Supplier, also in the unlikely event that he cannot appeal to what is determined in sub 1 of this article, is only liable for the damage that is directly and exclusively the result of his fault, provided that:
a. Supplier shall never be liable for indirect damages (including loss of profits, consequential damage and/or business damage);
b. Supplier shall not be liable for auxiliary persons (also in the case of wilful intent or gross negligence of these auxiliary persons).
10.4 The liability of Supplier shall in each case be limited to the invoice amount excluding VAT.

Article 11: Reservation of title
11.1 All products delivered by Supplier remain the property of Supplier until Client has paid the purchase price as well as any other claim as referred to in article 3:92 sub 2 Dutch Civil Code.
11.2 At the first request thereto, Client undertakes to establish a legal lien on behalf of Supplier as referred to in article 3:239 Dutch Civil Code on the claims on third parties ensuing from the sale of the products supplied by Supplier.
11.3 With respect to deliveries in Germany, Supplier retains the title of the goods delivered until the time that all claims that Supplier has or will have on Client, are paid in full. Client is allowed to resell the goods supplied via the usual channels, unless payments by Client are stopped for any reason whatsoever. In that case the right of reselling of Client becomes void.
11.4 On reselling the goods, Client now and for henceforth transfers all claims (with accessory rights) that Client has or will have on third parties to Supplier, which transfer serves as security for what parties have agreed within the framework of the resale.
Supplier authorises Client to collect the transferred claims provided that payments by Client to Supplier will timely be effected. If Client fails to fulfil his (financial) obligations with respect to Supplier, this authorisation becomes void and at the first request of Supplier, Client must make known to whom the goods were resold and which claims on these third parties ensued from this resale.
11.5 If necessary, Client must, at the first request of Supplier, to the account of Client, fully cooperate in the formalisation of the transfer of these claims, such as drawing up (legalised) deeds of transfer, etc.
General Terms and Conditions page 4 of 6
Legal Notice: This document is a translation of the original General Terms and Conditions in Dutch. In
the event of any ambiguity or lack of clarity with respect to phrasing, syntax and/or meaning, and
any ensuing conflicts, the original Dutch text shall prevail at all times.
11.6 In the event of a circumstance as a result of which the rights of Supplier on the reserved title of the goods supplied by Supplier, may be limited, including but not limited to distraint, Client is held to immediately inform Supplier thereof.
11.7 If Client is in default with respect to payments to Supplier and/or the capital situation of Client deteriorates considerably, Supplier has the right to demand return of the supplied goods. When Supplier indicates in writing that he wishes to make use of this right, Client must immediately comply with this request. The agreement between Supplier and Client will in that case only be considered to be dissolved when explicitly indicated as such by Supplier.
11.8 In deviation of article 17.1 of these General Terms and Conditions, article 11.3 up to and including 11.7 of these General Terms and Conditions shall be governed by German law. The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.

Article 12: Payment, Interest and Costs
12.1 Unless agreed otherwise in writing, payment must be effected without any discount, delay or settlement, either net cash on delivery or by payment through transfer on a bank or giro account indicated by Supplier and within fourteen days on invoice date, such to the discretion of Supplier. Payments must be denominated in euro, unless explicitly agreed otherwise in writing.
12.2 If no full payment has been effected within 14 days on invoice date, Client is legally in default and is due interest of 1.5% over the amount due per (part of a) month starting from the invoice date.
12.3 All costs in and out of court to be incurred by Supplier shall be to the account of Client. The out of court collection costs are equal to 15% of the claimed amount, with a minimum of EUR 125.

Article 13: Cancellation
13.1. Client may only cancel an agreement entered into with Supplier with approval of Supplier. When Supplier agrees to the cancellation, Client is immediately due a contract penalty of 30% of the invoice value (including VAT) to Supplier.

Article 14: Dissolution and Suspension
14.1 In each case that Client:
a. is declared bankrupt, submits a suspension of payment request or the Debt Repayment Natural Persons Act (“WSNP) has been declared applicable;
b. dies or is placed under legal control;
c. proceeds to discontinue or transfer his business or a major part thereof, including bringing in his business into a company to be incorporated or that already exists or proceeds to alter the purpose of his business;
d. is in default with respect to obligations ensuing from an agreement entered into with Supplier
all invoices are immediately payable and Supplier is authorised to (fully or in part) suspend the fulfilment of his obligations to such a time that Client has put up security for fulfilment of his obligations, or to terminate the agreement whereby Client is liable for all damages incurred and to be incurred by Supplier.
General Terms and Conditions page 5 of 6
Legal Notice: This document is a translation of the original General Terms and Conditions in Dutch. In
the event of any ambiguity or lack of clarity with respect to phrasing, syntax and/or meaning, and
any ensuing conflicts, the original Dutch text shall prevail at all times.
General Terms and Conditions page 6 of 6

Article 15: Resale/Duty of Care
15.1 Products may only be redistributed in the original unchanged packaging. Client shall never use the packaging from Supplier that may contain any brand name or indication or identifier for purposes of repackaging any product whatsoever.
15.2 Client shall always handle the supplied products with the necessary care and carry out no actions that may affect the quality or the safety of the products or the reputation of the brands.

Article 16: Uniform Article Code
16.1 With respect to the symbol as referred to in the International Article Numbering Association (EAN) arrangement and its use, Supplier shall never be liable unless Supplier has not complied with the EAN regulations. What is determined in this article is without prejudice to what is determined in article 10.

Article 17: Governing Law and Disputes
17.1 Agreements entered into with Supplier shall exclusively be governed by Dutch Law and the applicability of the Vienna Sales Convention (CISG) is excluded.
17.2 All disputes between parties will be exclusively submitted to the District Court of ‘s-Hertogenbosch, the Netherlands.
17.3. What is determined in sub 2 of this article is without prejudice to the right of Supplier to submit the dispute to the competent civil court according to normal jurisdiction rules.