GENERAL SALES-AGREEMENTS

Article 1: Definitions

These conditions apply

- Seller: Daan Wine, closing a sale on wine and / or spirits with a copper;

- Buyer: the buyer that a purchase agreement on wine and / or spirits with Daan Wine, part of closing;

- The contract goods: the wine and / or spirits, and / or packaging and / or tools, which the

Seller are sold, respectively, whether free of charge to the buyer;

- Workdays: every day of the week except Saturdays, Sundays and official holidays;

- Affiliated undertaking seller or purchaser: an undertaking of a legal entity which directly or

indirectly, more than half of the ordinary share capital is held by the same holding company

or which otherwise belongs to the same group as a seller or buyer (or another company of the Seller

or purchaser, as this is a natural person).

Article 2: Application of these conditions

A. Unless otherwise agreed in writing, these conditions apply to any sale agreement (the "Agreement") between seller and buyer. This is true, if under contract to deliver the goods directly by the seller or are delivered to buyer or third party mediation.

b. Buyer shall be liable seller is obliged to stipulate by way of perpetual clause in transit or resale of the contract goods in favor of the seller, the buyer against seller, where applicable, have the same rights and obligations as a buyer against seller in Articles 9 , 12 and 13.

c. These conditions apply to simple reference in offers and / or order confirmations.

The terms also apply if seller on a previous occasion in a written document referred for copper to these conditions.

These conditions also apply when a previous agreement between the seller and buyer are applied, unless the seller has expressly waived applicability.

d. These conditions raise any buyer conditions aside, even if buyers reach terms seller after the buyer has received the Seller.

Article 3: Offers, price lists

a. Quotations, offers and price lists of the Seller are without obligation.

b. In the case of a firm offer will be in force for a period as stated by the vendor; in the absence of mention they lapse after one month.

Article 4: Conclusion of an agreement

a. The contract is concluded by explicit acceptance by the purchaser of a final offer of Seller.

b. The agreement is also achieved when vendor not later than the eighth day after the day on which he became aware of an order in writing to the purchaser has notice that he does not accept the order.

Article 5: Intellectual Property

a. All intellectual property rights in the products sold by the seller or other under these conditions copper materials made available are at seller or its suppliers.

b. Copying, dissemination and any other use of these materials is prohibited without written consent of Seller, except and only to the extent provided in regulations of mandatory law.

c. The buyer is not allowed to use the trademarks, trade names and / or other indications of the seller or to register its suppliers as a brand name, domain, social media account or otherwise as being to record his written consent without vendor.

Article 6: Prices and discounts

a. The retailer used prices and discounts, prices and discounts, which are mentioned in the price list in effect on the date of the conclusion of the agreement, respectively. as otherwise agreed on that day.

b. The prices used by the vendor are "ex vendor", including duties, taxes, other charges and packing and excluding sales tax (but including VAT for sales to private individuals).

c. Seller has the right to increase the agreed contract on the basis of increases and / or surcharges on: freight, reference prices, import duties, excise duties, purchase, storage and other charges incurred from the contract goods and / or raw materials used for the production of contract goods are needed. The same is true in the case of legislation, leading to the industry abnormal risks.

d. Seller share price increase as soon as possible copper co. The party in whose disadvantage the price is changed, the right to cancel the order, provided this is done in writing within 8 days after notification of the price change.

Article 7: Payment

a. Except in the case of cash payment or delivery is agreed on delivery, the invoice amount of the contract goods will within 14 days after the invoice date net cash should be done at the offices of the seller or on his account indicated.

b. If buyer fails his payment (s) meets, has seller -without prejudice to Article 17 and without prejudice to the right to compensation according to the law - entitled to a payment of interest and fees.

This fee will always be equal to the applicable promissory note discount rate of De Nederlandsche Bank plus 4% and plus possibly by Dutch credit system is generally used, whether temporary tariff surcharges to borrowers.

This fee will be calculated on the following in a. Payment referred unpaid amount and the period which the payment is exceeded referred to in a..

c. It is immediately and without notice due amount owed by Buyer if occurs one or more of the following cases:

1. the bankruptcy of the buyer or purchaser for this purpose;

2. A buyer's request for suspension of payments;

3. guardianship of copper;

4. Death of copper;

5. garnishee copper;

6. (a decision) liquidation or disposal of buyer companies

7. Buyer does not, not properly or fails any of the obligations arising from the agreement in front of him.

d. Seller may Earlier payments by the purchaser first to settle unpaid yet payment obligations to the seller or seller against any related company.

e. Any counterclaims of buyer or seller with any copper associated company, for whatever reason, may not be offset against claims of the seller.

f. When undue part of a post of the invoice amount buyer must pay the portion of the invoice amount subject to the other provisions of this Article.

g. Seller may orders, carried out in installments, invoice each partial delivery.

h. If the buyer does not comply with any provisions of these terms, then all claims of the seller to the buyer, for whatever reason arise, immediately due and payable without the necessity of a default notice.

Article 8: Delivery

a. Delivery takes place "ex vendor", unless otherwise agreed.

b. If it is agreed delivery "free copper", the following provisions shall apply:

1: The seller has the choice of transport with which the contract goods will be delivered at the delivery address.

2: The risk of the contract goods is transferred at the moment that they are delivered to buyer free from the vehicle under b.1.

3: The free delivery of the contract goods to the buyer takes place at the delivery address given by the purchaser or to the extent as it can get it at the sole discretion of the driver's vehicle under b.1. Refuses copper in the latter case to the contract goods into receipt, then the result for whatever reason costs incurred on his behalf and nevertheless the risk at that time on him.

4: Free delivery does not go beyond placing on the unloading platform or directly on the doorstep of the agreed delivery address.

5: The free supply of the contract goods will provide copper accounted for help in unloading the cargo (eg by mechanical aids such as forklift trucks with drivers available).

c. Delivery is made for vendor normal working hours.

d. Agreed delivery times are target times. After exceeding the agreed delivery time the buyer is entitled to remind seller and seller must deliver within five working days of the notice.

e. Seller may deliver the contract goods in part loads.

Article 9: Complaints

a. Buyer must Complaints concerning the contract goods immediately after he has reasonably determine flaws, but give up in any case in writing to the Seller within ten days after delivery. While buyer should make precise statement of the nature and purpose of the advertisement and the relevant invoice.

b. Notwithstanding a. With free delivery have visible damage or visible loss of the contract goods incurred during transport to the agreed delivery address in front of the driver of the transport by or on behalf of Buyer under 7.b be determined in writing by the transport document. Buyer must immediately send a copy thereof to the seller.

c. Buyer must vendor - as far as can reasonably be expected of him, but in any event not less than twenty days after the advertisement - parties the opportunity to missing, size differences or damages on the basis of the contract goods in original condition and in original packaging (have) set.

If the buyer has, however, been fully or partially modified the contract goods or processed or delivered, then any right to complain and / or compensation.

d. Complaints give buyer the right its payment (s) to suspend.

e. If the seller is a true advertising, seller of his choice, either pay compensation not exceeding the invoice value of the contract goods concerned or free replacement contract goods in question. Multiple damages and compensation for indirect damage (whether suffered by the buyer customers) the seller is not required.

f. With regard to advertising each partial delivery is considered a separate delivery.

g. The return of delivered goods can only be free for risk of the buyer after the written permission to return to vendor.

If buyer seller in connection with this credit, fifteen per cent of the net invoice amount will be deducted. This return must be done within five working days after receiving the free consent of the seller's address. Buyer must provide for careful packaging and shipping.

Article 10 Right of withdrawal

on contract goods if they are ordered electronically and delivered to consumers, the statutory right of withdrawal applies. Consumers have 14 working days from the date of delivery, the time to return the contract goods. Perishable goods are excluded from the right of withdrawal.

Article 11: Retention of title

a. All contract goods remain after delivery property of the seller until the buyer has fulfilled all his obligations towards the seller in respect of the consideration for all supplies (now or in the future) from seller to buyer and / or other activities performed by the seller to buyer under any agreement between

buyer and seller or the payment of damages for the breach of the aforementioned agreements, including interest, costs and fines.

b. Copper contract goods may not transfer ownership to third parties other than in the context of the normal course of its business.

c. Copper contract goods may not be pledged to third parties as additional security.

d. Buyer seller must immediately make telephone communication of claims or attempts by third parties to get under retention of title sales contract goods in their power or subsequent to seize and to confirm this immediately by e-mail, fax or telegram to the seller.

e. Buyer gives the seller permission at any time (including after hours of copper) the area (s) where you will find the contract goods, to enter to get the contract goods in his possession at his property title with a professional and compete take.

f. Buyer must at any retailer desired moment impose additional security for the proper performance of its obligations towards the seller.

g. Buyer should be charged under the title falling contract goods properly insure against normal business risks.

Article 12: Pallets

a. Buyer shall upon delivery of the contract goods carriage used pallets at its own risk within twenty working days of returning to the vendor.

b. The ownership of these pallets remains with the seller.

Article 13: Force majeure / unforeseen events and other circumstances

a. The vendor may supply the contract goods without compensation in case of force majeure or if reasonably unforeseen events and circumstances make it impossible for him to execute orders without additional provisions or measures on time. He may in this case also terminate the contract in whole or in part without judicial intervention and

without compensation. Even in the event of temporary suspension, the vendor shall be entitled to terminate the contract in whole or in part be explained if it is due to force majeure or unforeseen events or circumstances is not able to deliver.

b. Force majeure or events and conditions as in a. Intended to be considered include

1. state of war and state of emergency in both formal and material sense, 2. civil war, insurrection 3. 4. mobilization,

5. industrial action of any kind, 6. (road) blocks, 7. exclusion of workers 8. sudden breakdowns, excessive 9. sudden illness of personnel, 10. untimely or inadequate supply of raw materials, finished products and packaging materials, 11 government regulations,

12. refusal or failure to import or other necessary permission from the authorities,

13. impeding imports or exports by governments or others, fire 14. 15. extreme weather conditions (such as frost, extreme rainfall, storm), 16. flooding.

c. If the force majeure last so long that no reasonable buyer to fulfill more of seller may claim, either party may terminate the agreement without judicial intervention and compensation through a written statement for the future.

Article 14: Liability of seller

a. The seller's liability is expressly limited to the provisions of Article 8.e unless additionally there is damage caused by intent or gross negligence of the seller and / or his senior subordinates.

b. Seller is not responsible for any "further" or consequential damages, including and the vendor is therefore not obliged to pay compensation for the loss of profits, loss of profits, damages resulting from personal injuries, damages resulting from claims by third parties against the purchaser or any other damage whatsoever.

Buyer shall indemnify the Seller in respect of all claims by third parties relating to by seller to buyer delivered goods.

c. If there is damage caused by a defect in the product referred to in Article 6: 185 BW et seq provide vendor will provide the necessary information of the product copper producer. Purchaser is obliged to establish his claim to the producer unless the seller must be regarded as producer

Under Article 6: 187 BW.

Article 15: Method of trading

a. Buyer the contract goods exclusively in original seller-derived packaging market in its unaltered and intact. It is, however, permitted the buyer to the contract goods to market individually are supplied in bulk packaging provided that the individual products in stock, the seller packing coming traded in unchanged condition and intact.

b. Any violation of the obligations mentioned in this Article the purchaser shall forfeit the vendor an immediately payable and not for compensation or rebate payable penalty of € 5000, -. To this end buyer seller does not in default. In addition to this penalty, the seller the right to compensation and may the

agreement (s) dissolve copper with immediate effect.

 

Article 16: Publicity and promotion

The publicity and promotional material that seller whether or not free of copper to support the sale of the contract goods or future contract goods available shall remain at all times the property of the vendor.

The purchaser must return it to the first request of the vendor free for buyers and risk sellers office address intact and unaltered.

Article 17: Internet sales

For sales to consumers via the Internet is subject to the statutory rules governing distance selling.

Article 18: Invalidity, nullity

The invalidity, nullity or unreasonably onerous by any of the provisions of the agreement (s) between seller and buyer of these conditions does not lead to the nullity, voidability or unreasonably onerous nature of the agreement (s) between seller and buyer of these conditions in their entirety.

Article 19: Applicable law and disputes

a. In these conditions, and the agreement (s), which refers to it, only Dutch law.

b. All disputes related to these terms and the agreement (s), which refers to these conditions are initially subject to the exclusion of any other court in the jurisdiction of the actual location of the seller unless the buyer within 1 month after the seller in writing to him in this clause relied, to settle the dispute choose the competent court according to law.

c. Notwithstanding b. may buyer and seller agree that a dispute between them, or between the seller and the legal successors under general or special title of copper raised by their agreements and such conditions and further agreements and conditions, which may result therefrom, in the highest authority, the exclusion of the ordinary courts shall be decided by arbitration in the regulations of the Dutch arbitration Institute or another recognized arbitration rules

Article 20: Judicial and other costs

All judicial and extrajudicial costs, which should make reasonable seller to enforce compliance with these terms and conditions of the agreement (s), which refers to those conditions, shall be borne by the buyer. In respect of extrajudicial costs, the costs to be reimbursed will be determined on the basis of the current collection rate of the Dutch Bar Association.

[These conditions are registered at: www.voorwaarden.net and online to see through www.voorwaarden.net/opvragen/ZBYEISJBOLJX)

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