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General Terms and Conditions of Sale and Delivery of Bee Safe B.V.

Applicability of these General Terms and Conditions
1. These general terms and conditions apply to every offer, quotation, order, and contract between Bee Safe B.V. Chamber of
Commerce nr. 82100187, hereafter: “Seller”, and its customer, insofar as these general terms and conditions are not
expressly deviated from by the parties in writing.
2. Stipulations that derogate from the stipulations set out in these general terms and conditions, such as the purchase terms
and conditions or other general terms and conditions of the customer, do not apply between the parties, unless these have
been agreed in consultation with Seller and expressly accepted in writing as such by Seller.
3. The customer who has entered into earlier contracts with Seller, for which these general terms and conditions applied, will
be deemed to tacitly agree to the applicability of the general terms and conditions to later contracts with Seller.
Offers, concluding of contract
1. All quotations, offers, brochures or price lists of Seller are without obligation in the sense that the offer can still be revoked
within two working days after acceptance, unless explicitly agreed otherwise in writing.
2. The prices given in an offer are exclusive of VAT, packaging costs and transport, unless indicated otherwise.
3. If the Seller has had to incur costs in order to draw up the quotation, the Seller shall be entitled to charge the customer for
all the costs it has incurred in drawing up the quotation.
4. The contract shall be concluded when the Seller has accepted an order in writing, unless the Seller withdraws its offer.
5. The Seller reserves the right to execute the contract in instalments and to invoice the contract in instalments.
6. If Seller offers and/or has offered a product by means of a sample, the sample is only an indication of the product to be
delivered by Seller. The customer cannot derive any rights from this.
7. Slight deviations in color, thickness, weight and other dimensions and measures, quality and finish of the product delivered
shall not entitle the customer to refuse the products, to terminate the contract and/or to claim damages from the Seller.
Delivery, acceptance
1. Unless otherwise agreed, delivery shall be made DAP agreed place of delivery (INCOTERMS 2020). If the Products are
delivered by the Seller or an external carrier, the Seller shall be entitled, unless otherwise agreed in writing, to charge any
delivery costs. These will then be invoiced separately unless explicitly agreed otherwise. Unloading, transport, any
transport insurance, if necessary and applicable, shall be borne by the customer. The customer shall bear the transport
risk. All costs resulting from government measures such as, but not limited to, safety regulations shall also be borne by the
customer.
2. Delivery shall be deemed to have taken place at the time of actual handover of the products by the Seller to the carrier.
3. The delivery periods stated by Seller are only indicative and cannot be regarded as final deadlines. Seller will only be in
default if it has been given notice of default in writing and an additional delivery period of at least six weeks is granted to
Seller to still deliver.
4. If the customer does not take delivery of the products before the expiry of the agreed delivery time and/or the customer
wrongfully refuses the products, the Seller may take (or have taken) the products into storage at the expense of the
customer, including the risk of quality deterioration, including but not limited to deviations in the color and quality of the
products. All costs incurred and to be incurred by the Seller in taking custody of the products shall be borne by the
customer. The Seller shall be entitled to deliver the products to the customer only after the custody costs have been paid
in full.
Inspection of the products, complaint period
1. The customer is obliged to inspect the products delivered at the time of delivery. Complaints due to shortages,
defects, deviations from the stated specifications or externally visible deviations/damage must be accurately described
by the customer on the packing notes signed by him. Late complaints shall invalidate all rights of the customer.
2. Non-visible defects or shortages must be notified in writing to the Seller by registered letter within ten (10) days of
discovery, but within three months of the delivery date. Complaints must be accurately described by the customer.
3. The customer is not entitled to complain if the products delivered by the Seller show deviations, insofar as these
deviations are tolerated as usual in the industry.
4. Complaints shall not entitle the customer to suspend or set off payment of the amount due by him to the Seller.
5. Complaints regarding the invoice amount must be made known to the Seller by registered letter within ten (10) days
of the invoice in question being sent.
Prices
1. If during the period between the date of the offer and the date of delivery the cost prices are increased as the result of
circumstances including, but not limited to, government measures, wages, or import duties, or, in the case of instalments,
cost prices increase during those instalments, Seller will be entitled to increase the price charged to the customer
accordingly.
2. The Seller shall be entitled to stipulate that the customer pays an advance or provides security before the products are
delivered.
3. If clear calculation errors have been made by the Seller, these may be corrected by the Seller at any time.
Payment
1. All payments are to be made within fourteen (14) days of the invoice date without any right on the part of the customer to
discount, suspension of payment or set off.
2. New customers must pay the invoice in advance, after receiving the proof of payment, the goods will be sent out to the
costumer.
3. If the customer does not fulfil his payment obligations or does not fulfil them properly, he shall be in default without any
further summons or notice of default being required. In the event of late payment, the Seller is entitled to suspend all
further deliveries to the customer, both those pursuant to the contract to which the late payment relates and those
pursuant to other contracts.
4. In that case, the Seller shall be entitled to charge the customer the statutory commercial interest on the outstanding
amount per month, increased by 4 percentage points, to be calculated from the due date until the date of full payment. Part
of a calendar month shall in this connection be deemed to be a full calendar month.
5. All costs of judicial and extrajudicial collection of the claim(s) shall be borne by the customer. These are set at 15% of the
invoice amount without prejudice to the right of the Seller to claim the actual costs from the customer if these are higher.
From the incoming payments of the defaulting customer, the extrajudicial costs and interest shall be paid first, after which
the oldest outstanding invoices shall be paid with the remaining amount.
6. If the customer attempts to reach a debt settlement with his creditors, in the event of application for bankruptcy,
suspension of payments or WSNP, attachment and/or liquidation of the company as well as in the event of death and/or
placement under guardianship and/or withdrawal and/or reduction of a credit limit issued by the Seller´s credit insurer for
the customer, the Seller shall be entitled to terminate the contract immediately and all that the Seller has to claim from the
customer shall become immediately due and payable, without prejudice to the right to claim additional damages.
7. Based on suspicions of reduced creditworthiness of the customer, the Seller shall at all times be entitled, at its discretion,
either to suspend the delivery or to consider the agreement cancelled for the future, unless the customer provides security
for the correct and timely payment of what the customer will owe within a period to be set by the Seller. In both cases, the
Seller shall be entitled to compensation for the non-performed part of the order. At the request of the customer, deliveries
may be continued against a security to be assessed by the Seller.
8. The Seller shall be entitled to change the terms of payment if – in the opinion of the Seller – the customer’s creditworthiness
has deteriorated. The right to change payment terms shall also include the right to demand payment prior to the start of
production or delivery.
Retention of title
1. The Seller shall retain ownership of all products it has delivered or will deliver to the customer until the purchase price for
all these products has been paid to it in full. The retention of title shall also apply to all obligations arising from agreements
which the Seller may acquire against the customer.
2. The customer is obliged to store the products delivered under retention of title with the necessary care and as recognizable
property of the Seller.
3. If the customer fails to fulfil its payment obligations towards the Seller and/or the Seller has good reason to fear that it will
fail to fulfil these obligations, the Seller shall be entitled to take back the products delivered under retention of title without
the intervention of any third party, such as, but not limited to, a court of law. The customer hereby grants the Seller
permission to take possession of the products concerned as well as to enter the areas where the products concerned are
located as well as those that provide access thereto.
4. The customer is obliged to inform the Seller immediately in writing of the fact that third parties are asserting rights over the
products which are subject to the Seller´s reservation of title.
5. The customer is obliged to insure the products for the duration of the retention of title against fire, explosion and water
damage as well as against theft and to make the policies of these insurances available for inspection by the Seller on first
demand.
6. As long as the ownership of the products has not been transferred to the customer, the latter is not allowed to transfer the
ownership of the delivered products to third parties, to pledge them or otherwise encumber, dispose of or hand them over
for use, under any title whatsoever, unless otherwise agreed in writing.
7. In the event that the Seller takes back products pursuant to this Article, it will draw up a credit note. The products will then
be credited for the market value of the products calculated at the time of their return.
8. In the event that the customer resells the products to a third party and the purchase price for the products has not yet been
paid (in full), the customer is obliged to assign or pledge the claim against this third party to the Seller.
Force majeur
1. In these general terms and conditions, force majeure is understood to mean any circumstance beyond the Seller’s control –
even if this could already be foreseen at the time the contract was concluded – which permanently or temporarily prevents
performance of the contract, as well as, insofar as not already included, (civil) war, danger of war, (industrial) strike,
workers’ exclusion, transport difficulties, pandemic, epidemic, fire and other serious disruptions in the business of the Seller
or its suppliers, as well as shortcomings of the Seller’s suppliers.
2. If the Seller cannot or cannot properly fulfil its obligations as a result of force majeure, those obligations shall be suspended
until the Seller is once again able to perform the contract in the manner agreed upon.
3. In the event that upon the commencement of the force majeure event, the Seller has already partially fulfilled its
obligations or is only able to partially fulfil its obligations, the Seller shall be entitled to separately invoice the part already
delivered or the part that can be delivered. In that case, the customer is obliged to pay this invoice as if it were a separate
agreement.
4. If the Seller is unable to fulfil its obligations to the customer within a reasonable period of time as a result of an event as
described in Section 1 of this Article, both the Seller and the customer shall be entitled to terminate the contract existing
between them, without the Seller being obliged to compensate the customer for any damage in connection with the
termination.
Liability
1. The liability of Seller for all damage and costs caused by, or directly related to, an attributable failure in the performance of
the contract, or caused by an unlawful act on the part of Seller, is at all times limited to the repair of the defective products
or the replacement thereof, with the exception of adaptations such as logos, printing, etc.
2. The liability of Seller is in any event limited to the net invoice amount of the delivery concerned.
3. Seller will never be liable for indirect damage and costs, inter alia including, but not limited to, production losses, lost profit
and other indirect economic loss, transport costs, business interruption loss, damage of third parties, operational losses,
loss of production time, and missed opportunities.
4. The Seller shall not be liable for damage caused by its staff or by suppliers or other third parties engaged by the Seller during
the delivery of the products.
5. The Seller shall not be liable for damage resulting from incorrect information provided by the customer. The Seller will also
not be liable for printing or spelling errors in images, brochures, labels, packaging and/or websites.
6. The Seller shall not be liable if the customer fails to observe the instructions for use of the products, including but not limited
to the safety instructions and storage recommendations.
7. The customer shall indemnify the Seller and hold it harmless against all claims by third parties for compensation for
damages, for which the liability of the Seller is excluded in these general terms and conditions in the relationship with the
customer.
Intellectual property rights
1. The customer is aware of the fact that intellectual property rights of Seller, as well as of third parties, can be vested in the
products, designs, samples, logos, brochures, images and suchlike as well as in the derivatives thereof, delivered under the
contract, which rights the customer will respect and will not infringe.
2. The customer is expressly prohibited from using, reproducing, publishing or making available to third parties these
documents, materials and/or products, as well as promotion material, for other purposes, or from giving these into use in a
manner other than as stipulated in the contract between Seller and the customer, unless with express permission in writing
from Seller. Thus, the customer is permitted to display the Seller’s logos on his website or in offers.
3. If the customer becomes aware of an infringement of the industrial/intellectual property rights as described above, he
must immediately report this to Seller.
4. In the event of a breach of the provisions of this article, the customer will incur towards Seller an immediately due and
payable financial penalty of € 30,000 per breach, without prejudice to the right of Seller to claim performance and/or the
actual damage.
5. The customer guarantees to Seller that he is entitled to use the materials, designs, samples, logos, images and suchlike, as
well as the derivatives thereof, that are made available by the customer. The customer indemnifies Seller against any form
of liability whatsoever which may ensue from the use of the materials made available by the customer.
Change of these general terms and conditions
The Seller is authorized to make amendments to these general terms and conditions. These amendments shall enter into force
at the time announced. The Seller shall send the customer the amended general terms and conditions in good time. If no
effective date has been announced, the amendments shall come into force with respect to the customer as soon as he becomes
aware of them.
Miscellaneous
1. These general terms and conditions have been drawn up in the Dutch language. In the event of a translation of the general
terms and conditions into another language, the Dutch version will be the authentic version and the concepts used must be
read and understood in the context of the Dutch legal system.
2. These general terms and conditions can only be amended in writing. This also applies for this requirement to set out in
writing.
3. If a provision of these general terms and conditions is null and void or voidable, or if these general terms and conditions
contain gaps, this will not affect the validity of the other provisions of these general terms and conditions. The parties
agree to replace the null and void or voidable provision by a provision that will as much as possible correspond to the legal
and/or economic purpose and purport of the null and void or voidable provision.
Applicable law and competent court
1. Dutch law exclusively applies to these general terms and conditions and all offers and agreements between Seller and the
customer. The applicability of the Vienna Sales Convention is expressly excluded.
2. The District Court of Overijssel, location Almelo, the Netherlands, is exclusively competent to take cognisance of disputes
that may arise as a result of these general terms and conditions or an agreement, whereby the Seller is also free to
summon the customer to appear before the competent court in the customer´s place of residence.