General Terms and Conditions

General terms and conditions Ster Hygiëne B.V.

Version November 2022

Table of contents

Article 1: Definitions.

Article 2: Entrepreneur’s Identity.

Article 3: Entrepreneur’s Services.

Article 4: Applicability.

Article 5: Offers, quotations and agreements.

Article 6: Prices.

Article 7: Delivery/delivery time.

Article 8: Force Majeure.

Article 9: Transfer of Ownership.

Article 10: Termination/ Termination of Agreement.

Article 11: Transfer of Risk.

Article 12: Advertising.

Article 13: Warranty and Liability.

Article 14: Resale.

Article 15: Return shipments.

Article 16: Payments.

Article 17: Collection Costs.

Article 18: Transferability.

Article 19: Application of law and disputes.

Article 1: Definitions.

1. Ster Hygiene

2. Customer

3. BW

4. Agreement

5. Remote Agreement

6. Right of Withdrawal

7. COD

8. Registered letter

Article 2: Identity of the entrepreneur

Name of entrepreneur: Ster Hygiene B.V.

Branch address: De Regge 26 – 28, 8253 PG Dronten

Email address: info@sterhygiene.nl

Phone number: 0321-313004

Chamber of Commerce number: 39086405 0000

VAT number: NL814175478B01

Article 3: Entrepreneur’s services

Article 4: Applicability

1. These conditions apply to all offers, quotations, agreements and orders granted.
2. Supplements and/or deviations from these terms and conditions shall apply only if agreed in writing with the buyer.
3. References by Buyer to its own purchasing or other terms and conditions, wherever stated, will not be accepted.
4. Once the Customer has done business with STER once and has therefore been informed of these terms and conditions, all subsequently agreed deliveries shall be deemed to have taken place under these terms and conditions, unless explicitly agreed otherwise.
5. If STER made a deviation from these terms and conditions with the Customer in any agreement, the Customer can never invoke it in subsequent agreements. Deviations from these terms and conditions must each time be expressly agreed upon.

Article 5: Offers, quotations and agreements

1. All offers and quotations of STER , whether in the form of price lists, unless otherwise, including oral offers and quotations and other statements by representatives and/or employees of STER, are without obligation unless signed.
2. An agreement only comes into being if and after STER has confirmed an assignment/order in writing, or by STER fulfilling a delivery in whole or in part.
3. In the case of delivery in several parts, the agreement as a whole shall be deemed to have been concluded when the first partial delivery is made.
4. Any subsequent agreements, promises and/or amendments to the agreement made by/on behalf of STER (personnel) to customer are only binding if they are confirmed in writing by STER, or by BTT executing them in whole or in part.
5. Each agreement is entered into under the suspensive condition that Customer, at STER’s sole discretion, proves to be sufficiently creditworthy for the monetary performance of the agreement.
6. STER is entitled at or after entering into the agreement, before delivering (further), to demand security from the customer that both payment and other obligations can be met.
7. STER is authorized, if it deems it necessary or desirable, for the proper execution of the reinforced order in the execution of the agreement
   engage others, the costs of which will be passed on to the Customer in accordance with the enhanced quotations. If possible and/or if necessary, STER will consult with Customer in this regard.

Article 6: Prices

1. All prices exclude. VAT and ex warehouse, unless expressly agreed otherwise.
2. Not included in the price:
   • Special import duties and/or shipping costs;
   • Special packaging materials and/or packaging.
3. Prices are based on cost prevailing at the time of offer. If these cost prices due to price increases of raw materials, auxiliary materials, parts,
   transport costs, wages, insurance premiums, fiscal charges, import duties, exchange rates, etc., have undergone an increase since the date of offer, STER is entitled to pass on this increase in the prices.
4. The provisions of paragraph 3 shall also apply if the cost-increasing factors were foreseeable at the time the agreement was concluded.
5. However, if the cost price increase in accordance with paragraph 3 exceeds 20%, Customer shall be entitled to cancel the order within 3 days from the time the Customer was able to take note of it by sending a registered letter to STER.
6. STER is authorized at all times to deliver and invoice 10% more or less than ordered.

Article 7: Delivery/delivery time

1. Statements of delivery dates are approximate and therefore do not bind STER.
2. STER is authorized to deliver cash on delivery.
3. Exceeding agreed delivery dates shall not entitle the Customer to claim compensation in any form whatsoever, to non-acceptance or to dissolve the agreement in its entirety or to suspend in whole or in part any of the Customer’s obligations under the agreement.
4. If STER is summoned to do so in writing, it is obliged to explain to the Customer within eight days with regard to its choice.
5. STER shall never be liable for the full or partial failure to make any delivery to the extent that it does not expressly make such delivery after demand as referred to above
   committed in writing.
6. STER’s delivery obligation will have been fulfilled by offering the products to Customer once. The receipt signed by the buyer or the person representing that party shall constitute full proof of delivery.
7. In case of non-acceptance, travel, storage and other costs shall be borne by the buyer. Also, STER then claims the provisions of Article 10.3.

Article 8: Force Majeure

In the event of force majeure, which shall include strike, fire, perishing of goods during transport, water damage, government measures, delay in shipment or transport, export prohibition, war mobilization, import or export impediments to extend or cancel the sale, insofar as it is affected by the impediment. (former point 4.4)

If the hindrance does not exceed one month, STER is not authorized to cancel. If the hindrance lasts longer than one month, Customer has the right to cancel the agreement, provided it is done by registered letter and received by STER before the delivery of the ordered product. (former point 4.6)

Article 9: Transfer of Ownership

1. STER retains ownership of the delivered goods until Customer has fulfilled all (payment) obligations.
2. The customer is not entitled to transfer the delivered goods to third parties as collateral or in ownership, or to hand them over for use to third parties, until the customer has complied with its obligations.
   (payment) obligations to STER. Until that time, the buyer has the delivered item on loan.
3. If Customer fails to meet any obligation to STER under the agreement, fails to do so on time or properly, or if any other circumstance referred to in Article 10.1 occurs, STER will be entitled to take back the delivered goods without any notice of default or judicial intervention. Customer irrevocably authorizes STER for this purpose to provide access to the room(s) in which the Deliverable is located.
4. In case STER has actually taken back the delivered goods, the agreement is terminated in accordance with the provisions of Article 10.1.
5. Customer is obliged to immediately notify STER in writing of the fact that third parties are claiming rights to what is delivered by STER, insofar as it is not (yet) its property, as well as when any circumstance as referred to in Article 10.1 occurs. Should it later appear that Customer has failed to comply with this obligation, it shall owe an immediately due and payable penalty, not subject to judicial mitigation, in the amount of 15% of the amount owed to STER, excl. VAT with a minimum of €250.

Article 10: Termination/termination of agreement.

1. STER reserves the right to immediately terminate the agreement(s) with Customer without judicial intervention if Customer:
   • Is declared bankrupt, applies for a moratorium, or is placed under administration/custody or goes into liquidation;
   • Does not pay invoices (on time), or otherwise does not fulfill any obligations under the agreement, properly or on time.
2. Upon termination as aforementioned, all claims against Customer will be immediately due and payable and STER will also be entitled to claim full compensation for damages, lost profits and/or interest.
3. The item “loss of profit” will, unless proven otherwise , by STER, be at least 15% of the agreed price, the item “lost interest” will have the amount of the then current legal interest rate.

Article 11: Risk transition

All risk of transportation of goods to be delivered or delivered shall rest with the buyer, both in terms of direct and indirect damages.

Article 12: Advertising

1. Complaints/complaints about the delivered goods shall be submitted to STER by registered mail within eight days of receipt by Customer.
2. Complaints about invoices must be received by STER in writing by registered mail within five days of the date of mailing.
3. The submission of claims/complaints, never releases the buyer from his payment obligations, the provisions of Article 16 remain in full force.
4. For the purposes of these provisions, each partial delivery shall be considered a separate delivery.
5. Customer is not entitled to return products about which it complains without STER’s consent.

Article 13: Warranty and liability

1. The warranty on the delivered goods shall be in full accordance with and limited to the warranty that STER further agrees with Customer.
2. Due to breakage damage, no warranty will ever be granted.
3. Subject to any guarantee obligation arising from Paragraph 1, STER shall not be liable for nor obliged to compensate any direct or indirect losses incurred
   material damage of any kind suffered by any person in the case of a product delivered in an unsealed package.
4. Customer shall indemnify STER against any third-party claim for compensation by reason of the delivered goods, for whatever cause.
5. If the Customer has placed an order with STER pursuant to the sending of a sample of a product to be manufactured/delivered by STER, STER will not be liable for any defect(s) found later by the Customer to the delivered product.
6. STER will never be liable for harmful consequences of the products it supplies, if it appears that the customer or user:
   • Did not follow the instructions for use;
   • Adds other products to the product, which negates the intended effect of STER’s product;
   • Adds other products or substances to the product, creating a dangerous composition;
   • To the product of STER is allergic, or reacts allergically;
   • Has not stored/stored the product in the prescribed manner, or has used the product for purposes other than those for which it is intended;
   • Has ingested the product by any means, c.q. entered the body.
7. STER is additionally not liable for any harmful effect of the product if, according to the state of science and technology prevailing at the time the product was marketed, it was impossible to detect the occurrence of the defect.
8. Subject to the provisions of Paragraph 1, STER is not liable for material, quality, and/or color choices made by Customer of the products delivered, in particular with regard to products manufactured by STER on behalf (and under private label) of Customer and does not guarantee that the products desired by Customer will retain the intended properties after long-term storage. In addition, STER is not liable for allowable differences in size and quantity.

Article 14: Resale

1. Products supplied by STER may not be over-packaged and sold in packaging units other than the original except with the express written consent of STER.
2. STER is not liable for the consequences, if the Customer (under its private label) in its capacity as reseller sells a product manufactured by STER with the wrong advice to the user.
3. AFNEMER is not authorized to export products manufactured by STER without STER’s notification and approval thereof.
4. Orders under private label can only be accepted by STER if the entire production process from raw material(s) to finished product is carried out by STER.
   controlled.
5. Resale of products under the private label is reserved only for the legal owner, who is also the client.
6. Upon severance of the relationship between STER and the client of the private label, the rights of the private label will pass in full to STER unless the parties agree otherwise
   match.

Article 15: Return shipments

1. Returns without prior permission from STER are not allowed. If they nevertheless occur, all costs related to the shipment will be borne by Customer, in which case STER will be free to store the products at Customer’s expense and risk (among third parties) or even keep them at Customer’s disposal.
2. Return shipments, which have not been accepted, shall in no way release the Customer from its payment obligations.
3. Returns authorized by STER will be accepted by it only if made in original and undamaged packaging.
4. Return of products manufactured under private label for customer will never be accepted.
5. With respect to the actual costs arising from or in connection with returns and actions taken as a result thereof by STER, a
   STER’s specified statement is binding on Customer, subject to proof to the contrary.
6. Return shipments travel at Customer’s expense, except in case they occur as a result of STER’s fault.
7. Return shipments always travel at the risk of AFNEMER.

Article 16: Payment

1. All payments, unless otherwise agreed in writing, must be made within 14 days of the invoice date, either in the name of Ster Hygiene B.V. to bank account number NL68INGB0653606427
2. All payments must be made without set-off Customer is never authorized to suspend payments.
3. If the invoice amount is not received from the Customer within 14 days, the Customer shall owe interest on it in accordance with the legal interest rate applicable during the period in which the Customer is in default, the time being counted in full months.
4. All payments made by or on behalf of the Customer shall be made first against the costs due and further against the principal sum.
5. If Customer defaults on payment of a partial delivery, STER will be entitled to suspend the other delivery orders still to be executed by the period during which Customer leaves a due (partial) invoice unpaid, without prejudice to STER’s right, after notice of default, to definitively terminate the deliveries and to demand payment of all that which is receivable at that time without prejudice to STER’s right to compensation in accordance with the provisions of Article 10.3.

Article 17: Collection costs

1. All costs, both judicial and extrajudicial, which may fall on the possible collection of the amounts due under the agreement(s) concluded with the customer, shall be borne by the customer.
2. The extrajudicial costs are hereby set at an amount equal to 2 points of the applicable liquidation rate used by the courts with a maximum of 15% of the amount to be collected or of the order value, respectively.
3. If the actual extrajudicial costs incurred are demonstrably higher than the amount referred to in paragraph 1, the landlord may recover these actual costs from the tenant.
4. The landlord will outsource matters relating to collection to Debtt B.V., De Oude IJssel 3, 8253 PV DRONTEN, KvK 82929823.

Article 18: Transferability

1. Customer is not permitted to transfer its rights and/or obligations arising from the agreement entered into with STER.
2. Transfer of rights and/or obligations is only possible after Customer has informed STER of this and has obtained STER’s express written consent.
3. The provisions of paragraphs 1 and 2 also apply to products which STER has manufactured for Customer under private label.

Article 19: Application of law and disputes

1. All agreements concluded with STER are subject to these terms and conditions and Dutch law.
2. All disputes arising as a result of an agreement to which the present terms and conditions apply in whole or in part, or as a result of further agreements, which are a consequence of such an agreement, will be settled exclusively at the discretion of STER by the competent court in Amersfoort, or the place of business of the defendant.