General Terms and Conditions

SALES, DELIVERY AND PAYMENT TERMS AND CONDITIONS OF JONGENEEL VERPAKKINGEN B.V.

I. GENERAL

1. These general delivery terms and conditions, hereinafter referred to as "the conditions", form the basis of the agreement between "Jongeneel" and "the customer", whereby Jongeneel means: the private limited company Jongeneel Verpakkingen B.V., established at Meridiaan 9, 2801 DA Gouda, and "the customer" means any contracting party with Jongeneel.

2. The applicability of any purchasing or other conditions of the customer is expressly rejected, including where the customer has referred to them and Jongeneel has not rejected such references in writing.

3. If a customer has purchased once under the applicability of Jongeneel’s conditions, that customer is deemed to have tacitly agreed to the applicability of these conditions to all subsequent orders, regardless of the nature of the order and regardless of whether Jongeneel has confirmed such an order in writing.

4. If a sale is made to two or more customers jointly, each of them is jointly and severally liable under these conditions for all consequences of the concluded agreement.

5. These conditions apply to every offer, quotation and agreement to which Jongeneel has declared these conditions applicable, insofar as the parties have not expressly and in writing deviated from these conditions.

6. Any deviations from these general conditions are valid only if expressly agreed in writing, and the customer cannot derive any rights for future transactions from such deviations unless the deviation is expressly agreed in writing for multiple transactions.

7. If one or more provisions of these general conditions are null and void or annulled, the remaining provisions of these general conditions will remain fully applicable. In that case Jongeneel and the customer will consult to agree new provisions to replace the null or annulled provisions, taking into account the purpose and intent of the original provision where possible.

8. These conditions also apply to all agreements with Jongeneel for which third parties need to be engaged for performance.

9. The customer who usually instructs one of its employees or a third party orally or in writing to purchase and collect goods from Jongeneel on its account must notify Jongeneel in writing when such authority has ended. If this does not occur, the customer is liable for any damage suffered by Jongeneel if goods are handed over to a person who was no longer authorised on behalf of the customer to purchase and receive the goods.

10. All agents, representatives, employees or others who have received an assignment from Jongeneel, or who have been appointed or employed by Jongeneel, will each enjoy the same protection and be entitled to the same exclusions, exemptions and limitations of liability as apply to Jongeneel itself under these general conditions or under any agreement concluded with Jongeneel.

11. Printing our name, internet address and or logo on the bottom, side gusset or reverse side does not give any right to complaint.

2. OFFERS, QUOTATIONS, PRICES AND AGREEMENT

12. All prices, weights, dimensions, colours and other data stated in brochures and documentation relating to goods to be sold by Jongeneel and all images, drawings and descriptions of those goods are without obligation and are given with reasonable margins unless the contrary has been confirmed in writing by Jongeneel. Deviations do not give the customer the right to refuse receipt or payment of the goods or to claim any compensation for such deviation.

13. Quotations made by Jongeneel are without obligation. They are valid for 30 days unless stated otherwise. Jongeneel is bound by the quotations only if acceptance by the customer is confirmed in writing within 30 days. Jongeneel has the right to withdraw the quotation as long as it has not been accepted by the customer.

14. Offers or quotations do not automatically apply to future assignments.

15. The prices in the stated offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred under the agreement, including shipping and administration costs, import and export duties, transport costs, loading and unloading costs, insurance, environmental levies, disposal fees and costs of quality controls, unless stated otherwise.

16. If the acceptance deviates on minor points from the offer included in the quotation, Jongeneel is not bound by it. The agreement will then not be concluded in accordance with the deviating acceptance unless Jongeneel indicates otherwise.

17. Orders concluded through the mediation of representatives of Jongeneel do not bind Jongeneel until Jongeneel has accepted the order in writing or has proceeded to delivery.

18. An agreement is concluded after both parties sign an engagement agreement or after the customer signs the quotation from Jongeneel, or because the customer enables Jongeneel to actually start the services or the preparations thereof. Agreements are always concluded based on the prices valid at the time of conclusion. If for any reason price increases occur after the time of concluding the agreement and before final delivery, Jongeneel reserves the right to pass the price difference on to the customer. If the price change exceeds 5 percent of the invoice amount, the customer has the right to amend the order.

19. Any price increases will be announced by Jongeneel in good time.

20. A combined price quotation does not oblige Jongeneel to perform part of the assignment for a corresponding part of the quoted price.

3. DELIVERY

21. The place of delivery of goods is as a rule the warehouse of Jongeneel.

22. In the event of non collection, Jongeneel has fulfilled its delivery obligation if it has notified the customer by registered letter that the goods are at the customer’s disposal. Thereafter Jongeneel has the right to demand payment before delivery. If the goods have not been collected within 10 days after the registered letter, Jongeneel has the right to consider the order cancelled in accordance with article 37.

23. The goods are transported in a manner to be determined by Jongeneel. If transport is carried out by Jongeneel, the goods are insured and the General Transport Conditions CMR Conditions apply. If transport is not carried out by Jongeneel, this is at the expense and risk of the customer, who must arrange insurance.

24. Jongeneel observes the delivery periods indicated by week number as far as reasonably possible. Delay in delivery can never result in any sanction, nor dissolution of the agreement, nor compensation. The delivery time does not start until the customer has provided all data, materials and if necessary permits required for performance of the agreement.

25. The customer must ensure that any customs documents are returned to the responsible authorities in good time, failing which the related additional costs are for the account of the customer.

26. If the order is amended afterwards by the customer, Jongeneel is no longer bound to the originally agreed and confirmed delivery period.

27. If delivery cannot take place at the agreed location or if the customer can reasonably demand another mode of transport or delivery, the additional costs will be for the customer’s account.

28. Delivery takes place beside the vehicle. The customer, together with the driver, is responsible for unloading the goods.

29. The goods are deemed to have been accepted by the customer at the moment the goods have been received by the customer.

30. Jongeneel has the right to deliver the sold goods in parts unless complete delivery has been agreed in writing. If delivery is in parts, each part is considered a separate agreement unless expressly agreed otherwise or this follows from the nature of the assignment.

31. In the event of force majeure Jongeneel may either suspend performance of the agreement or declare the agreement dissolved after at least 6 weeks from the order date in accordance with article 126.

4. STORAGE

32. When goods are to be collected from Jongeneel, after the agreed delivery date has passed they are stored at the expense and risk of the customer.

33. If it is agreed that the goods will be kept in custody by Jongeneel, storage is at the customer’s risk. In this case sending the invoice counts as delivery and notification of storage.

34. If goods purchased or ordered by the customer cannot be delivered by Jongeneel at the agreed time, we will store these goods at the customer’s risk. The related costs will be charged to the customer.

35. The customer has the possibility to make use of call off. In that case a separate call off order agreement can be concluded.

5. CHANGES TO THE AGREEMENT

36. Events that change the basis of the agreement in whole or in part, whether on the side of the customer, Jongeneel or Jongeneel’s supplier, give Jongeneel the right to change the agreement in whole or in part or to adapt it to the new circumstances without any claim for damages arising from this.

37. Since this concerns the order of production goods, that is to say goods designed specifically for the customer by or for Jongeneel, cancellation by the customer is only possible if Jongeneel has not yet started or had others start production. In such a case Jongeneel is entitled to claim costs and damages for loss of profit from the customer, set between the parties at 25 percent of the amount payable by the customer upon purchase, or on the difference between the amount ultimately paid and the amount in the case of full purchase.

38. Except as provided in article 37, cancellation by the customer is not possible. If the customer cancels an order in whole or in part, the customer is obliged to pay all costs incurred for performance and damages for loss of profit, set between the parties at the amount due in the case of full purchase.

39. Subject to the provisions of these conditions, the agreement can only be terminated by dissolution and only if the other party, after proper written notice of default, imputably fails to fulfil essential obligations under the agreement. Dissolution must be effected by registered letter to the other party. Court intervention is not required.

40. If at the time of dissolution Jongeneel has already performed services under the agreement, the customer is only entitled to dissolve the agreement in part and only with respect to that part which has not yet been performed by Jongeneel.

41. If the customer is declared bankrupt, applies for or obtains suspension of payment, is placed under guardianship, dies, proceeds to liquidation or sale of its business, and if attachment is levied on all or part of the customer’s goods, Jongeneel is irrevocably authorised by the customer, without any notice of default being required, to remove or have removed the goods from the place where they are located, without any judicial measure being required to enter the relevant premises, and Jongeneel has the right, without any judicial intervention, to dissolve the agreement in whole or for the part not yet performed by simple notice, without prejudice to compensation for damages due to such dissolution attributable to the customer.

6. PAYMENTS

42. Payment must be made within 14 days of the invoice date, in a manner indicated by Jongeneel and in the currency invoiced. Objections to the amount of the invoices do not suspend the payment obligation.

43. If the customer fails to pay within the 14 day term, the customer is in default by operation of law. The customer then owes interest of 1 percent per month unless the statutory commercial interest is higher, in which case the statutory commercial interest applies. Interest on the amount due will be calculated from the moment the customer is in default until the moment of payment of the full amount.

44. In the event of liquidation, bankruptcy, attachment or suspension of payment of the customer, all claims of Jongeneel against the customer become immediately due and payable.

45. Jongeneel has the right to apply payments made by the customer first to reduce the costs, then to reduce the accrued interest and finally to reduce the principal and current interest.

46. Jongeneel is always entitled, when performing the agreement, to decide to deliver goods cash on delivery only or to require payment in advance.

47. Jongeneel may refuse an offer of payment without being in default if the customer indicates a different order of allocation. Jongeneel may refuse full settlement of the principal if the accrued and current interest and the costs are not paid at the same time.

48. If the customer is in default in the timely fulfilment of its obligations, all reasonable costs incurred to obtain satisfaction out of court are for the customer’s account. In any case, in the event of a monetary claim the customer owes collection costs. The collection costs are calculated in accordance with the Dutch Decree of 27 March 2012. Collection costs are due from the moment Jongeneel has had to call in third party assistance for collection.

49. If Jongeneel has incurred higher costs which were reasonably necessary, these are also eligible for compensation. Any reasonable legal and enforcement costs are also for the customer’s account.

50. Amounts invoiced by Jongeneel before a dissolution under paragraph 5 in connection with what it has already performed or delivered to execute the agreement remain due and become immediately payable at the time of dissolution.

7. RETENTION OF TITLE

51. All delivered goods remain the property of Jongeneel until full payment of all that Jongeneel has to claim from the customer on any account, regardless of whether they have already been physically handed over to the customer.

52. Goods that are replaced under a repair order become or remain the property of Jongeneel until full payment of all that Jongeneel has to claim from the customer.

53. The customer is not permitted to encumber the goods for the benefit of third parties, for example banks, by means of pledging or providing security without the written consent of Jongeneel. The customer is obliged to immediately inform Jongeneel if third parties levy attachment on goods delivered under retention of title.

54. The customer is obliged to inform any party to whom goods delivered by Jongeneel are given, whether or not as security, by way of a non possessory pledge, of the content of this retention of title clause.

55. As long as delivered goods have not become the property of the customer, the customer is obliged to insure the goods at its own expense for the benefit of Jongeneel.

56. If the customer remains in default of payment of any amount to Jongeneel, Jongeneel is entitled to take back all goods insofar as they have been delivered. The customer authorises Jongeneel to retake all goods, including goods that have been paid for up to an amount equal to the outstanding claim, at the customer’s expense. The customer undertakes to cooperate. If the customer withholds cooperation after summons, the customer forfeits an immediately due penalty to Jongeneel of 500 euros per day that this violation continues, without prejudice to Jongeneel’s right to claim full compensation.

8. QUANTITIES AND SIZES

57. The quantities ordered by the customer will be adjusted by Jongeneel to the minimum quantities or packaging units used by Jongeneel.

58. The quantities stated in the agreement are given as accurately as possible and Jongeneel is allowed to deviate from the stated or agreed quantity.

59. The delivered quantities are stated by Jongeneel on the delivery document.

60. If the customer does not notify Jongeneel in writing of any objection to the delivery document no later than 24 hours after receipt, the quantity stated on the delivery document is deemed to correctly represent what was delivered.

61. Jongeneel expressly reserves the right to change non essential details regarding goods to be delivered by Jongeneel without prior notice.

62. Unless expressly stated otherwise, all sizes stated by Jongeneel are approximate. If the sizes are provided by the customer, Jongeneel accepts no responsibility for them.

63. If the customer changes sizes after the agreement has been concluded, any related costs may be charged by Jongeneel to the customer.

9. TOLERANCES

64. With regard to the agreed specifications, the deviations listed below, both upwards and downwards, are permissible. The average of the total quantity delivered in one type, quality, colour and execution will be used as a standard for assessment. For specifications other than those mentioned below, the deviations permitted in earlier deliveries and, in their absence, the customary deviations are permissible. If a minimum or maximum value is agreed, a double deviation upwards or respectively downwards is permitted.

65. With regard to quantity, Jongeneel is deemed to have performed properly if deviations in quantities do not exceed: For paper goods: 20 percent above or below the stated quantity for orders up to 250 kg, 10 percent above or below for orders from 250 up to and including 5,000 kg, 5 percent above or below for orders above 5,000 kg. For plastics or laminates: 30 percent above or below the stated quantity for orders with a net weight up to 500 kg, 20 percent above or below for orders from 500 up to and including 1,000 kg, 10 percent above or below for orders above 1,000 kg. For carton products: 20 percent above or below the stated quantity for orders smaller than 500 kg, 10 percent above or below for orders between 500 and 10,000 kg, 5 percent above or below for orders above 10,000 kg. For all other products: 30 percent above or below the stated quantity for orders with a net weight up to 500 kg, 20 percent above or below for orders with a net weight from 500 up to and including 1,000 kg, 10 percent above or below for orders with a net weight from 1,000 up to and including 5,000 kg, 5 percent above or below for orders with a net weight above 5,000 kg.

66. Per order means one batch in one format and quality. Invoicing takes place based on the quantity actually delivered.

67. With regard to material, Jongeneel is deemed to have performed properly if deviations in quality, colour, hardness, finish, thickness and similar are minor. In assessing whether a delivery exceeds the permissible limits, the average of the total delivered batch must be rejected. Colour deviations of cardboard or covering do not give a right to complaint.

68. If a packaging assortment is composed of different base materials, Jongeneel does not guarantee colour uniformity.

69. With regard to grammage, the permissible deviation in agreed grammage for paper is: up to and including 39 g/m² 8 percent, from 40 to 59 g/m² 5 percent, 60 g/m² and more 4 percent, and for carton: up to 500 g/m² 5 percent, from 500 g/m² 8 percent.

70. With regard to thickness, the permissible deviation of a single measurement from the agreed thickness is for: plastic film or laminates up to and including 40 microns 20 percent, plastic film or laminates above 40 microns 15 percent, aluminium foil whether or not as a component of another product 10 percent, other materials or combinations 15 percent.

71. With regard to format, the permissible deviation from the agreed format is for: paper on reels 1 percent with a minimum of 3 mm, paper in sheets 1 percent with a minimum of 5 mm length and width, plastic film on reels up to and including 199 mm width 5 mm, plastic film on reels of 200 mm and wider 2.5 percent, plastic film bags in laid flat width 10 percent, plastic film bags in laid flat length 10 percent. The permissible deviation of the agreed reel diameter is 3 cm. A limited number of so called remainder reels may have a smaller diameter.

10. PACKAGING AND USED PACKAGING MATERIALS

72. Unless expressly stated otherwise by Jongeneel, packaging is included in the price of its items.

73. Packaging here does not include the commercial packing. Jongeneel does not charge a deposit for packaging unless required by government regulation or if expressly stated by Jongeneel.

74. If goods are delivered by Jongeneel on so called Euro pallets or on pallets that are part of a pallet pool, these pallets will be charged as packaging unless identical undamaged pallets are returned upon delivery.

75. If Jongeneel is obliged by the customer or by government regulation to take back packaging or delivered and used packaging materials after delivery of the products, the related costs, including any destruction costs, are for the customer’s account.

76. Packaging such as roll containers, crates, boxes, pallets and the like, insofar as not intended for single use, remains the property of Jongeneel. The customer remains liable for the packaging sent to it, even if no deposit is charged. The customer is obliged to return the empty returnable packaging in its possession to Jongeneel as soon as possible at the customer’s expense unless expressly agreed otherwise.

77. Packaging material charged as deposit will be credited by Jongeneel after such packaging material has been returned undamaged to its warehouse. In the case of minor damage Jongeneel reserves the right to credit less than the charged deposit. In the case of extensive damage no amount will be credited and the packaging material will be at the customer’s disposal.

11. PACKAGING UNDER OWN NAME

78. If agreed, Jongeneel prints packaging materials according to a design by the customer.

80. Before printing packaging material according to a customer’s design, a proof will be submitted to the customer for assessment. After approval, Jongeneel cannot be held liable in any way for the execution of the printed material if it does not deviate significantly from the proof.

81. Jongeneel cannot be held liable for colour deviations if the colour used by Jongeneel matches the sample handed over to Jongeneel by the customer or the colour number communicated to Jongeneel by the customer.

82. Printing plates introduced by or on behalf of our customer are deemed to be approved.

83. Jongeneel has the right to charge all costs related to printing packaging materials according to a design by the customer, such as design drawings, clichés and printing cylinders, in full. Jongeneel will invoice these costs immediately after the printing is ready, regardless of the fact that the printed packaging materials may be taken on call off and can therefore also be invoiced in partial deliveries. Payment of that invoice must take place within the applicable term.

84. All design drawings, clichés, printing cylinders and the like made by or on behalf of the customer, whether or not charged in whole or in part to the customer, remain the property of Jongeneel.

85. If after a requested quotation the order is delayed for longer than 3 months, the costs of a design made for this purpose and any clichés already produced may be charged by Jongeneel to the customer.

12. INTELLECTUAL PROPERTY

86. All data, drawings, images and overviews provided by Jongeneel in catalogues and price lists are protected by copyright. The customer is not permitted to copy these documents or give them to third parties for inspection without Jongeneel’s written consent.

87. Copyright in designs, drawings, sketches, lithographs, photos, software, models, stamps, cutting dies, clichés, patterns and similar made by Jongeneel or on its instructions remains at all times vested in Jongeneel. Nothing may be reproduced or handed over to third parties without the written consent of Jongeneel.

88. The customer indemnifies Jongeneel against all consequences of any infringement of any third party right if Jongeneel has used, at the request of the customer, a particular image, drawing, model or design belonging to that third party.

89. If the customer provides Jongeneel with raw materials, auxiliary materials, ingredients or printed matter to be incorporated into the goods purchased by the customer from Jongeneel, the customer expressly indemnifies Jongeneel against possible claims by third parties on the grounds of infringement of copyrights and rights arising from patents, trademarks or designs.

13. PACKAGING MACHINES AND EQUIPMENT

90. The provisions of these general conditions apply in full to the delivery of packaging machines and equipment, unless deviated from in this clause.

91. Packaging machines and equipment are delivered at the address indicated by the customer beside the vehicle with which the items are delivered. If placement can take place on the ground floor and no third party equipment is needed, placement is free of charge. Placement must be able to take place within 30 minutes after the goods have been unloaded beside the vehicle. If this time limit is exceeded, Jongeneel is entitled to charge the customer the extra time based on the usual hourly rates, rounded up to half an hour or part thereof. If Jongeneel has to engage third party equipment to realise placement, and in the case of vertical transport, the related costs are for the customer’s account.

92. Without prejudice to these conditions, prices are exclusive of installation, exclusive of instruction, exclusive of lifting and hoisting equipment and exclusive of any necessary renovation costs.

93. If lifting and hoisting equipment is used or if assistance is provided in hoisting the machine, this is entirely at the expense and risk of the customer.

94. The customer must ensure that all necessary facilities, of any kind, are present at the place where the relevant machine or equipment is to be placed. Air and water supplies must, if necessary, be available within one metre of the machine or equipment. Machines and or equipment that require electrical power are supplied by Jongeneel with a plug. For machines that require three phase power the customer must inform Jongeneel in advance of the type of plug. The customer must take into account that the required power of a machine may be so high that special electrical switching facilities are necessary. The customer will be informed about this before placement as far as possible.

95. Installation of machines and or equipment is completed after a successful test run. If a test run is not possible due to any cause attributable to the customer, installation is completed after the machine or equipment has been installed by Jongeneel and is ready for production.

96. Problems relating to installation never release the customer from the obligation to fully comply with its payment obligations to Jongeneel.

97. The customer is required to sign a handover statement. If the customer refuses, this refusal is regarded as acceptance of the handover.

98. Packaging machines and or equipment can never be shielded in such a way that all moving parts cannot be reached from the outside by hand. This is inherent in packaging. Jongeneel has observed the maximum possible safety requirements for its products. The operator must never put hands in the machine section while it is operating. The machine or equipment is constructed so that this is not necessary. If during the production process at the customer a product to be packaged gets stuck in the machine or equipment, or if the feed of packaging material and or tape and or staples and or strap stagnates, the machine or equipment must be switched off immediately until the fault has been remedied.

99. Packaging machines and or equipment delivered by Jongeneel meet the required statutory safety requirements and are provided with CE marking. If the customer nevertheless desires additional safety provisions or other extra facilities, the related costs will be charged extra by Jongeneel.

100. The provisions in this article apply to machines and or equipment sold by Jongeneel as well as to equipment rented out or loaned by Jongeneel.

15. COMPLAINTS

101. Visible shortages or defects and or damage must be noted by the customer on the waybill or the delivery document.

102. If upon receipt no remark has been made on the waybill or receipt concerning any damaged items, packaging and or packing materials, this counts as full proof that the buyer in any case received the delivered items upon delivery in sound and undamaged condition.

103. A complaint regarding defects that are visible yet could not reasonably be determined upon receipt as referred to in the previous article must be received by Jongeneel no later than the 8th day after the date of delivery.

104. Defects that the customer could not reasonably have discovered within 8 days after delivery must be reported to Jongeneel no later than the 8th day after the customer can reasonably be deemed to have been able to discover the defect.

105. A complaint must contain at least a detailed and accurate description of the defect and include further data from which it can be concluded that the delivered and rejected items are identical.

106. The items to which the complaints relate, as well as the packaging and packing materials, must remain available for inspection and or examination by Jongeneel in the condition they were in at the time the defects were found and may not be resold unless Jongeneel has expressly given written permission. If keeping the items available is impossible, the situation at delivery must be recorded by means of visual material photos or film.

107. If the complaints relate to part of the delivered items, this cannot be a reason to reject the entire batch unless in such a case the delivered batch can reasonably no longer be considered usable.

108. If the customer has submitted a timely written and substantiated complaint that meets the requirements of this clause, Jongeneel will have the delivered item or items examined where possible by a research department of the Netherlands Packaging Centre in Gouda. The result of this examination is binding on both parties. 109. If a complaint regarding a delivered item is justified, Jongeneel is only obliged to replace the rejected item at its expense or at Jongeneel’s option to credit the customer for an amount equal to the price owed by the customer for the rejected item.

110. In the event of total replacement or compensation of items, account will be taken of the portion already used.

111. The customer will return the rejected product to Jongeneel after prior written consent and under conditions to be determined by Jongeneel.

112. Any claim by the customer lapses after the customer has put the purchased item into use, has processed it, has printed or cut it, or has had it put into use, processed, printed or cut, or has delivered it to third parties, unless the customer proves that it was not reasonably possible to notify Jongeneel of the complaint at an earlier stage.

113. The complaint period for invoices sent by Jongeneel is 8 days. If no written protest is made against the invoice within that period, it is deemed to correctly reflect the underlying transaction with Jongeneel.

114. After expiry of the terms stated in this article, the customer is deemed to have approved the delivered goods and or the invoice, the right to complain lapses and complaints will no longer be processed by Jongeneel. Furthermore, any claim based on hidden defects must be considered lapsed if it is not brought within six months after the notification as referred to in article 104 and not within one year after delivery.

115. Jongeneel is released from all liability and is not obliged to accept and or investigate complaints about defects if the customer has not strictly fulfilled its payment obligations or other obligations towards Jongeneel, and also if the customer and or third parties, whether or not on the instructions of the customer, have made any change or repair to the items delivered by Jongeneel without prior written consent.

116. Complaints do not give the customer the right to suspend payment obligations or other obligations towards Jongeneel.

16. WARRANTY

117. Subject to the limitations stated in these general conditions, Jongeneel guarantees the soundness of the items it has delivered, provided that all instructions regarding the use of these items have been strictly followed. Items within the meaning of this article also include packaging machines and or equipment.

118. The warranty on packaging machines and or equipment commences on the day of delivery of those items. The warranty period expires 6 months thereafter.

119. Proper operation of equipment sold by Jongeneel or rented or loaned by Jongeneel is guaranteed only if packaging and auxiliary materials are used that have been supplied by Jongeneel or whose specifications have been approved by Jongeneel. The customer has the option to conclude a maintenance contract with Jongeneel for packaging equipment sold. A separate agreement will be concluded for this.

120. All warranty claims of the customer lapse if the customer does not use material supplied by Jongeneel on or for the machine.

121. Jongeneel accepts liability only for defects which the customer proves arose before or within the warranty period solely or predominantly as a direct result of incorrect manufacture or incorrect processing chosen by Jongeneel or as a result of defective materials used by Jongeneel. If the defect is the result of any other cause, Jongeneel is not liable. 122. Call out costs and labour including travel costs are not covered by the warranty and will be charged by Jongeneel to the customer.

123. Defects that are wholly or partly caused by raw materials, materials or constructions chosen by the customer or imposed on Jongeneel by any third party, or as a result of a government regulation, are not covered by this warranty.

124. Jongeneel guarantees the usability of the items it delivers in normal industry use. In the event of abnormally high frequency of use, the warranty lapses. The warranty also lapses if the items are used for any purpose other than that for which they are normally supplied.

125. Consequences of specific development risks of newly developed items are not covered by the warranty.

126. If Jongeneel is liable under the warranty, this liability is limited to replacing the defective items or refunding the amount invoiced for these defective items, at Jongeneel’s discretion. Replacement of items is limited to re delivery excluding freight costs. In the event of replacement, a new warranty is provided for the replacement items, which warranty starts on the day of delivery of the replacement items.

127. Jongeneel is not obliged to provide any warranty if the customer does not fully or timely comply with its obligations under this or any other agreement with Jongeneel.

128. Jongeneel is not obliged to provide any warranty if it is not the manufacturer of the items it has delivered and the customer has received a warranty from the manufacturer either directly or via Jongeneel. In that case Jongeneel’s liability is limited to the liability accepted by the supplier of those items.

17. FORCE MAJEURE

129. If performance of the agreement is not possible and is not due to a failure by either party, and if it is foreseeable that the delay will last longer than six weeks, each of the parties is entitled to terminate the agreement by mutual agreement without any compensation being due to the other party.

130. In the event of a circumstance as referred to in the previous paragraph, Jongeneel has the right to settle part of the purchase price on the basis of the work already performed, materials delivered and other costs incurred.

131. A circumstance within the meaning of the first paragraph includes any event or circumstance, even if foreseeable at the time of the conclusion of the agreement, that makes performance more difficult or impossible or becomes so burdensome for Jongeneel from a business economic point of view that further performance of the work by Jongeneel can no longer reasonably be required.

18. LIABILITY FOR DAMAGE

132. Jongeneel is not liable for damage to the products other than with due observance of the warranties given in this respect.

133. Jongeneel is not liable, neither by law nor under the agreement, for so called consequential damage that the customer or a third party may suffer in relation to the products or their use. This includes loss of profit, business interruption, loss of data and non material damage.

134. Without prejudice to the provisions of paragraphs 1 and 2 of this article, the contractual and statutory liability of Jongeneel is at all times limited to 50 percent of the amounts invoiced and to be invoiced by Jongeneel to the customer under an agreement exclusive of VAT per product or service in respect of which the liability arose.

135. If and insofar as the agreement is a continuing performance agreement, Jongeneel’s contractual and statutory liability will in no case exceed the price exclusive of VAT stipulated in the relevant agreement for Jongeneel’s performance in the period of three months prior to the event giving rise to such liability.

136. Unless the damage is caused by gross negligence or intent on the part of Jongeneel or its management, the customer will indemnify Jongeneel against all claims of third parties directly or indirectly related to the products or services and will compensate Jongeneel for all damage suffered by Jongeneel as a result of such claims.

137. In the case of a tort by Jongeneel or its employees or subordinates for which Jongeneel can be held liable at law, Jongeneel is only liable for compensation for damage due to death or bodily injury and for other damage, the latter only insofar as caused by intent or gross negligence. In these cases, compensation will never exceed the coverage for Jongeneel under its business liability insurance policy with Nationale Nederlanden, currently € 2,500,000 per event causing damage, with a series of related events counting as one event, and with a maximum of € 5,000,000 per year.

138. Jongeneel is not liable if the safety requirements referred to in chapter 13 of these conditions are not strictly observed. The customer must itself inform its operating personnel of the safety instructions.

139. A condition for the arising of any right to compensation is always that the customer reports the damage to Jongeneel in writing as soon as reasonably possible after it has arisen.

140. Claims for which Jongeneel has been held liable lapse if the customer has not brought Jongeneel to court within six months after having summoned Jongeneel in writing and given notice of default.

19. FINAL PROVISIONS

141. Translations of these general conditions may be circulated. The Dutch text is binding.

142. All disputes arising from agreements to which these general delivery conditions apply will be submitted exclusively to the competent court in The Hague, unless the customer, within one month after being informed by Jongeneel that the dispute will be brought before the court competent under the conditions, notifies in writing its choice for the court that is competent under the statutory rules of relative competence, and without prejudice to the right of Jongeneel to choose the court competent under the law.

143. Only Dutch law applies to an agreement concluded with Jongeneel.