CONDITIONS OF DELIVERY CHANNEL DISTRIBUTION B.V.

Channel Distribution B.V., with its registered office and place of business at Drachten, the Netherlands, entered in the Register of Companies of the Chamber of Commerce under No. 61708380. 

1. SCOPE 

1.1.These conditions apply to all agreements concluded by Channel Distribution B.V. and to all special offers and/or quotes made by Channel Distribution B.V., insofar as Channel Distribution B.V. has not departed from them.

1.2. Channel Distribution B.V. shall not be bound by conditions of purchase or other conditions declared applicable by the customer unless Channel Distribution B.V. has explicitly accepted such conditions in writing. Such acceptance shall not be constructed from omission by Channel Distribution B.V. to counter a statement by the customer that it declines to accept the conditions of Channel Distribution B.V. and declares other conditions applicable. Channel Distribution B.V. explicitly rejects customers' own General Terms and Conditions.

1.3. If a competent court of law rules that any provision of these conditions is inapplicable or breaches public order or the law, only the provision concerned shall be considered void and all other conditions shall remain fully in force.

2. QUOTATIONS AND ORDERS 

2.1. Save as explicitly otherwise agreed in writing, all quotations and offers of any kind by Channel Distribution B.V. shall be without engagement. Channel Distribution B.V. is not obliged to fulfill its obligations under any agreement it has concluded if there are any printing or clerical errors in the quote. Quotations and offers shall be valid for the term stated in the quotation or offer. If no such term is stated the quotation or offer shall be valid for ten calendar days.

2.2. On receipt the customer shall read the order confirmation and shall immediately inform Channel Distribution B.V. in writing of any discrepancies. The order confirmation shall be binding if and insofar as Channel Distribution B.V. receives no comments.

3. PRICES 

3.1. Unless explicitly otherwise indicated, the prices stated by Channel Distribution B.V. shall be for delivery ex-warehouse exclusive of VAT and other government duties.

3.2. Published prices and/or discounts shall be subject to change at any time by Channel Distribution B.V. without notice.

3.3. Prices stated by Channel Distribution B.V. shall be those applicable at the time of the offer or order confirmation, as the case may be. However, Channel Distribution B.V. reserves the right to charge on to the customer subsequently increased royalty and/or production costs, introduced or increased taxes, import duties or other duties government duties, and the effects of exchange-rate changes, or price increases otherwise, without this entitling the customer to cancel its order, regardless of whether the change was foreseeable by Channel Distribution B.V. at the time the offer was made or the contract was concluded.

4. DELIVERY 

4.1. Channel Distribution B.V. shall state all delivery times in quotations, offers, confirmations and/or contracts in good faith and shall endeavor to meet them if possible, with the proviso that they may not be constructed for Channel Distribution B.V. as binding or a deadline. Failure to meet stated delivery times for any reason whatsoever shall not constitute a ground for dissolving or canceling the agreement.

4.2. Under no circumstances whatsoever shall Channel Distribution B.V. accept liability for any kind of damage, costs or losses incurred by its customers or third parties due to non-delivery or late delivery of products, even if a strict deadline for delivery applies.

4.3.If doubt exists regarding the customer's creditworthiness or due to other reasons, Channel Distribution BV. reserves the right to require the customer to provide prepayment or security for initial or subsequent deliveries and to suspend or refuse delivery if the required prepayment and/or security is not provided to the satisfaction of Channel Distribution B.V.. 

4.4. Channel Distribution B.V. shall take out credit insurance on its customers. Channel Distribution B.V. reserves the right to suspend or refuse deliveries if the credit insurer withdraws its limit for the customer or if the balance of outstanding invoices plus the deliverable order exceeds the credit limit.

4.5. A delivery may be made in distinct parts. If the customer refuses full or partial delivery without the consent of Channel Distribution B.V., the customer shall reimburse Channel Distribution B.V. for the expenses or losses incurred through such refusal, including storage costs, until such time as the customer accepts delivery.

4.6. If Channel Distribution B.V. and a customer have agreed on a call-off period, Channel Distribution B.V. will charge the customer for all reasonable costs incurred as a result of the customer's failure to purchase the products within the time specified. In any event, the customer will still be obliged to purchase the products agreed upon.

4.7. Customers may only terminate agreements if they have obtained prior written consent thereto from Channel Distribution B.V.. If an agreement is terminated with Channel Distribution B.V.'s consent, the customer must pay Channel Distribution B.V. all costs incurred by Channel Distribution B.V., as well as the loss of profits suffered by Channel Distribution B.V.. 

5. COMPLAINTS AND WARRANTY

5.1. As used in these conditions a complaint means any complaint of the customer concerning the quantity, quality and/or soundness of deliveries.

5.2. Complaints concerning outwardly observable deficiencies shall be made in writing and motivated within eight days of delivery of the products, with the proviso that claims against Channel Distribution B.V. in respect of such deficiencies shall be forfeited on expiry of this term. In such cases the customer shall be deemed to have accepted the delivered goods. Complaints concerning hidden deficiencies shall be made in writing as soon as possible and in all instances within eight days of their observance (and within the warranty term applicable to the products), with the proviso that claims against Channel Distribution B.V. in respect of such deficiencies shall be forfeited on expiry of this term.

5.3. When making a complaint the customer shall provide Channel Distribution B.V. with a precise statement of the nature of and ground for the deficiencies and shall quote the invoice number or in its absence the dispatch note or order confirmation, thereby submitting documentary evidence of the alleged defects and/or faults.

5.4. If a customer submits complaints to Channel Distribution B.V. concerning the products supplied, the customer must allow Channel Distribution B.V. to inspect and examine the products at the earliest possible opportunity. If it emerges that the complaints are unfounded, the costs that Channel Distribution B.V. has incurred in this respect will be payable by the customer. The merits of the complaint will be exclusively assessed by Channel Distribution B.V.. 

5.5. If a customer fails to submit a complaint as referred to in this Article, or if a customer fails to submit such complaint in the manner prescribed, the customer will no longer be entitled to submit such complaint to Channel Distribution B.V.. In such an event, the customer will no longer be entitled to claim that the products supplied are not in conformity with the agreement, nor will the customer be entitled to invoke any right of suspension vis-à-vis Channel Distribution B.V..Moreover, the customer will not be entitled to request a reduction in the purchase price (if such entitlement exists), nor will the customer be entitled to terminate the agreement (if such entitlement exists) 

5.6. A complaint about a certain delivery shall neither suspend the customer's payment obligation for the delivery and other deliveries nor entitle the customer to set off any counter-claims.

5.7. Subject to the limitations stated below, Channel Distribution B.V. shall warranty the soundness of the goods that it delivers:

- The warranty shall apply only if the deficiencies manifest themselves within thirty days of delivery;

- No warranty shall exist for minor variations in qualities, finishing and/or soundness of delivered goods that are deemed permissible or technically unavoidable in the industry in which Channel Distribution B.V. operates;

- The warranty shall cover only goods for which the customer demonstrates that the deficiencies are due to a deficient design or deficient materials and that occur during normal and judicious use of goods and materials under normal conditions for the purpose for which intended;

- The warranty for products delivered by Channel Distribution B.V. shall be limited, in substance and duration, to the warranty given by the supplier of Channel Distribution B.V.. Under no circumstances whatsoever shall Channel Distribution B.V. be bound by a more extensive warranty in relation to its customer than the one to which Channel Distribution B.V. is entitled in relation to its supplier.

5.8. All warranty rights cease to exist if the customer fails to fulfill or to fulfill on time its obligations under the agreement(s) shall concluded with Channel Distribution B.V.. 

5.9. The warranty of Channel Distribution B.V. is explicitly limited to the repair of deficiencies or replacement of deficient goods, or the full or partial dissolution of the agreement, without recourse to the courts and pro rata crediting, in each instance at the choice of Channel Distribution B.V.. Channel Distribution B.V. shall have the right to reverse an earlier choice.

After receiving consent in writing from Channel Distribution B.V. the customer shall return at their expense in their original state the products that are the subject of the complaint.

Complaints about invoices shall also be submitted in writing within eight days of the invoice date. On expiry of this term the customer shall be deemed to have accepted the invoice.

6. LIABILITY 

6.1. The liability of Channel Distribution B.V. for delivery of goods shall be limited to fulfillment of its warranty obligation described in article 5 concerning which the customer has submitted a complaint within the time specified. The liability of Channel Distribution B.V. for damage resulting directly from services that it renders to the customer (other than the delivery of goods) shall be limited to cases where Channel Distribution B.V. has imputably failed in fulfillment of its obligations and shall further be limited to € 4,500 per event or series of interrelated events with a common cause, unless a greater limitation stems from article 6.2.. Channel Distribution B.V. shall not be liable for unlawful acts that it commits, except insofar as they are a consequence of gross negligence or wilful action by its personnel. Channel Distribution B.V. explicitly excludes any greater liability than provided for under this article for direct damage incurred by the customer and also any liability for indirect damage incurred by the customer, regardless of reason, including but not confined to delayed delivery of goods and services.

6.2. If for any reason Channel Distribution B.V. is obliged to provide compensation for damage, notwithstanding or on the grounds of the provisions of article 6.1.the compensation for each event or each series of interrelated events with a common cause shall never exceed an amount equal to the invoiced value of the delivered goods or rendered service that occasioned the damage 

6.3. Any claim against Channel Distribution B.V. shall expire after six months have passed since the claim arose, unless legal proceedings have already been brought against Channel Distribution B.V.. 

6.4. The customer indemnifies Channel Distribution B.V. and its staff, or persons employed by Channel Distribution B.V. or on its account, against all claims and/or claims for liability made by third parties or claims for compensation for any damage or loss suffered by the latter, of any nature whatsoever, caused by or otherwise relating to products supplied by Channel Distribution B.V., including but not limited to claims made by third parties in respect of product liability and infringement of intellectual property rights. The customer also indemnifies Channel Distribution B.V. against all costs of legal assistance incurred by Channel Distribution B.V. in this connection.

6.5. The customer shall indemnify and hold harmless Channel Distribution B.V., its personnel and persons engaged by or on behalf of Channel Distribution B.V. against all claims lodged by third parties and claims for compensation for damage incurred by third parties insofar as caused by or related in any way to goods originating from Channel Distribution B.V.. 

6.6. All remedies that Channel Distribution B.V. may obtain from the agreement concluded with the customer to decline liability may be invoked against the customer by personnel of and third parties engaged by Channel Distribution B.V. for performance of the agreement as if such personnel and third parties were party to the agreement.

7. RETURNED ITEMS 

Channel Distribution B.V. shall not take back delivered and accepted products. If there is any departure from this provision - exclusively in writing - the products shall be delivered carriage paid to an address stated by Channel Distribution B.V.. 

8. PAYMENT 

8.1. Payment of the full amount stated on the invoice must be effected by the customer no later than 14 days after the invoice date by transferring the aforesaid amount to the bank account given to the customer by Channel Distribution B.V.. If the customer exceeds this payment term, Channel Distribution B.V., without any further notice of default being required. The customer will in any event (also) be in default vis-à-vis Channel Distribution B.V.:

- if the customer is declared bankrupt or a petition for bankruptcy is filed against it;

- if the customer has been granted a moratorium, or if it has applied for a moratorium;

- if products supplied or to be supplied by Channel Distribution B.V. are seized.

8.2. Channel Distribution B.V. shall have the right to postpone any delivery until it has received payment of the price of the delivery plus any other amounts that it is owed by the customer.

8.3. The customer is obliged at all times to fulfill its payment obligations to Channel Distribution B.V., without any right to deductions or setoff, without any right to suspension due to e.g. an alleged or actual attributable breach or due to an alleged right of recovery, and without any right to block payments by levying an attachment in respect of a counterclaim against Channel Distribution B.V., or in any other way.

8.4. If the customer fails to pay within the agreed terms it shall be considered in default at law and Channel Distribution B.V. shall have the right, without serving notice of default, to charge the customer from the invoice date 1.5% interest per calendar month (or part thereof) over the entire amount due, without prejudice to the other rights of Channel Distribution B.V., including the right to recover from the customer all legal and extrajudicial costs incurred for debt collection In all instances the extrajudicial debt collection costs owed by the customer shall equal at least 15% of the unpaid amount, subject to a minimum of €100, without prejudice to the right of Channel Distribution B.V. to higher compensation on demonstration that its actual costs exceed the percentage stated above.

8.5. All payments made by the customer will first be applied to settle extrajudicial collection costs, secondly to settle all interest payable and/or collection charges and other costs, and lastly to settle the earliest-dated outstanding invoice(s).

9. OWNERSHIP AND RISK 

9.1. Delivery of the goods shall transfer the risk but not the ownership of the goods to the customer. Channel Distribution B.V. shall retain title to all delivered goods until the time of full payment by the customer of everything that it owes Channel Distribution B.V. for any reason, including interest and costs. The customer shall not have the right to pledge goods covered by the retention of title or in any other way to provide them as security or to transfer them, unless such transfer occurs as part of the customer's normal conduct of business. If such events nevertheless occur, the customer hereby pre-assigns to Channel Distribution B.V. all rights and entitlements that it obtains from selling or reselling the goods, or the customer shall if necessary bring about such transfer as soon as possible. Without prejudice to any of its other rights, Channel Distribution B.V. shall be irrevocably authorized by the customer, if the customer fails to fulfill or to fulfill on time its agreed obligations towards Channel Distribution B.V., to recover the delivered goods and to enter the place where they are located, without notice of default or recourse to the court. Until such time as full payment has been made the customer shall insure the products and store them separately.

9.2. As soon as Channel Distribution B.V. sets apart within its company the items intended for a certain customer, the customer shall bear all risks of loss, degradation or damage, regardless of the cause thereof and notwithstanding the circumstance that Channel Distribution B.V. may still hold title under the provisions of the first clause.

9.3. Channel Distribution B.V. shall arrange dispatch or transport of the products ex-warehouse to the address stated by the customer at the customer's expense and risk. In all instances Channel Distribution B.V. shall have the right to take out transport insurance at the customer's expense, but shall have an obligation to take out such insurance only if and to the extent that it has explicitly given the customer a written commitment to do so. The costs of transport and insurance are not included in the stated prices and shall be charged separately and be payable prior to delivery. The rates applied by Channel Distribution B.V. shall be made known to the customer on request.

9.4. If a delivery is made to a customer carriage paid, the customer must ensure that the products are unloaded as soon as reasonably possible after the carrier's arrival. In this connection, the customer must adhere to a normal unloading time and ensure that sufficient appropriate staff and materials are available. The other party must follow the carrier's instructions during unloading. Unloading will be at the customer's own expense and risk.

9.5. If a delivery is made ex warehouse, this delivery will be effected by loading the products onto a means of transport of the customer's choice. Loading will be at the customer's own expense, even if the loading is done by Channel Distribution B.V., and the risk attaching to the products will in any event be transferred to the customer on loading of the products. If the customer does not take delivery of the products, Channel Distribution B.V.will store these products at the customer's own expense and risk 

9.6. The provisions of paragraphs d. and e. of this Article will not apply under certain conditions, including but not limited to an international delivery with its own regime such as Free On Board (among others). With respect to international deliveries, and unless otherwise agreed, Channel Distribution B.V. adheres to the most recent Incoterms applicable the time when the agreement was concluded at, together with the respective regimes that form part of these Incoterms.

10. FORCE MAJEURE 

10.1. If by reasonable standards Channel Distribution B.V. cannot be required to fulfill one or more of its obligations due to any of the circumstances mentioned in article 10.2. it shall have the right to suspend performance of the agreement or to dissolve the agreement fully or partially, without recourse to the courts, without being liable to provide any form of compensation.

10.2. The circumstances referred to in the previous clause are: restrictive government measures of any kind, whatsoever, such as e.g. import and export barriers, epidemics, mobilisation, war, revolution, strikes, seizure, interruption of production, shortages of raw materials or of semi -manufacturers, auxiliary materials and/or power, natural disasters, complete or partial non-fulfilment by third parties from which goods or services must be obtained, and any other circumstances that were not reasonably foreseeable by Channel Distribution B.V. and are beyond its control.

10.3. Fulfillment in any cases under the circumstances mentioned in clause 2 of this article shall not in subsequent cases impair the right to seek recourse to dissolution.

11. NON-FULFILMENT

11.1. If a customer fails to fulfil, fulfil on time or fulfil properly any of its obligations, and also in the event of a petition for bankruptcy, declaration of bankruptcy, a requested or granted suspension of payments or discontinuation or liquidation of the business of the customer , and also if all or some of its assets are seized, Channel Distribution B.V. shall have the right, without notice of default and without recourse to the courts, to dissolve the agreement unilaterally, in full or in part, or to suspend performance of the agreement, without being liable to provide any kind of compensation and without prejudice to its further rights, including the right to compensation for damage.

11.2. If a circumstance within the meaning of the previous clause occurs, the claims that Channel Distribution B.V. has on the customer shall immediately become fully payable on demand and Channel Distribution B.V. shall further have the right to suspend or to dissolve all other agreements with the customer.

12. DEVIATING CONDITIONS 

Departures from these conditions shall be legally valid only if confirmed by Channel Distribution B.V. in writing.

13. APPLICABLE LAW AND DISPUTES 

13.1. Dutch law shall govern these conditions and all offers and agreements to which they apply.

13.2. All disputes arising between Channel Distribution B.V. and a customer, including cases that only one party qualifies as a dispute, shall at the election of the claimant be resolved to the exclusion of all other forums by a competent court of law at Leeuwarden or a competent court of law in the defendant's place of residence.

CHANNEL DISTRIBUTION B.V.

The Gaff 25

9206AV Drachten

The Netherlands

Phone +31 (0) 512-570050 

Prices are stated in euro, exclusive of VAT and without prejudice.