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Terms and Conditions.

Terms and Conditions of Sale and Delivery
Purchasing Terms and Conditions

General Terms and Conditions of Sale and Delivery | V1.0 – 2022.1

Tenfold Group

Filed on February 24, 2022, with the Chamber of Commerce under number: 84812966

Art1

definitions

In these General Terms and Conditions, the following definitions apply:

  • General Terms and Conditions: these General Terms and Conditions of Tenfold Group, which can be found on the Tenfold Group website and have been filed with the Chamber of Commerce.
  • Buyer: the natural or legal person on whose behalf services are provided, work is performed, or goods are delivered, and who acts in the exercise of a profession or business.
  • Parties: Buyer and Tenfold Group.
  • In Writing: by letter or by electronic means.
  • Tenfold Group: the private limited liability company Tenfold Group B.V., registered in the trade register of the Chamber of Commerce under number 84812966, as well as all its subsidiaries as referred to in Article 2:24a of the Dutch Civil Code, participations as referred to in Article 2:24c of the Dutch Civil Code, and legal entities and companies that, together with it, are part of a group as referred to in Article 2:24b of the Dutch Civil Code, regardless of whether they are established in the Netherlands or abroad.

Art2

Applicability of General Terms and Conditions

  • These General Terms and Conditions apply to all our offers, quotations, and deliveries, as well as to all (supplementary) agreements, including agreements related to and/or arising from agreements, between Tenfold Group and the Buyer.
  • Supplementary and/or deviating terms—which include general terms and conditions—of the Buyer do not form part of the agreement between Tenfold Group and the Buyer and are therefore not binding on Tenfold Group. The applicability of any general terms and conditions used by the Buyer is expressly rejected.
  • Deviations from these General Terms and Conditions are only binding if the Parties have agreed to them In Writing and exclusively for the offers, quotations, and (supplementary) agreements to which they have been explicitly declared applicable. With regard to other offers, quotations, and (supplementary) agreements, these General Terms and Conditions remain in full force and effect.
  • Should any provision of these General Terms and Conditions be void or annulled, the remaining provisions shall remain in full force, and the void or annulled provision(s) of these General Terms and Conditions shall be replaced by (a) valid provision(s), taking into account as much as possible the purpose and intent of the void or annulled provision(s).
  • In the event of a conflict between these General Terms and Conditions and the agreement concluded between Tenfold Group and the Buyer, the content of the agreement shall prevail.
  • Rights of the Buyer arising from any agreement concluded with Tenfold Group cannot be transferred by the Buyer without the prior Written consent of Tenfold Group. This provision applies as a clause with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.
  • An agreement concluded between the Parties only operates between the Parties. A third party—directly or indirectly connected to the Buyer—cannot assert any claim against Tenfold Group under the agreement.
  • All images and specifications of goods, work, and services on websites, in catalogs, price lists, advertisements, and the like are considered approximate representations.
  • In the event that an agreement is concluded by email or other electronic means of communication, such email or other electronic means of communication shall have the same legal validity as a Written statement.
  • If Tenfold Group refers to technical, safety, or quality regulations and/or other information in any document, the Buyer is deemed to be aware of these, unless he informs Tenfold Group to the contrary In Writing without delay. In that case, Tenfold Group will further inform him about these regulations.

Art3

quotations and offers

  • All offers and quotations from Tenfold Group are without obligation, even if a deadline for acceptance is stated in the offer. All prices mentioned are in euros (€ or EUR). Tenfold Group has the right to correct printing and writing errors as well as other errors in communication.
  • All offers and quotations are based on the execution of the agreement by Tenfold Group under normal circumstances based on data known to Tenfold Group and during usual working hours, unless indicated otherwise In Writing.
  • Data provided by Tenfold Group in printed matter, on the website, or in any other way, including the price, properties, dimensions, color, drawings, and images, are subject to change and may also change without prior notice. An interim, unannounced change cannot be held against Tenfold Group.
  • If the Buyer provides data, drawings, work instructions, and similar data to Tenfold Group, Tenfold Group may, without being obliged to perform further research, assume the accuracy thereof and will use these in preparing its offer and the execution of any agreement to be concluded with the Buyer.

Art4

Agreement and Formation

  • An agreement between Tenfold Group and the Buyer, as well as changes and additions thereto, is established by a Written offer or quotation by Tenfold Group and the acceptance thereof by the Buyer which is reasonably understood as such by Tenfold Group.
  • Verbal agreements do not bind Tenfold Group until and insofar as they have been confirmed In Writing by Tenfold Group.
  • Every agreement established between the Parties is subject to the resolutive condition of the Buyer’s creditworthiness being satisfactory in the sole opinion of Tenfold Group. At the first request of Tenfold Group, the Buyer is obliged to provide insight into his creditworthiness. Only Tenfold Group can invoke the fulfillment of the resolutive condition mentioned in this article. If the Buyer’s creditworthiness is insufficient in the opinion of Tenfold Group, Tenfold Group is entitled to suspend its possible obligations until the moment it has obtained coverage under credit insurance or has otherwise obtained security that is satisfactory in its opinion.
  • In the case of a composite price quotation, there is no obligation for Tenfold Group to provide, execute, or deliver the services, work, or goods included in the quotation for a corresponding part of the stated price, nor does the quotation automatically apply to repeat orders.
  • The services to be provided, work to be performed, and goods to be delivered by Tenfold Group do not need to meet other specifications and/or do not need to have other properties than those recorded In Writing in the agreement. Subject to the other provisions of these General Terms and Conditions (and those of the agreement), Tenfold Group will provide the services, perform the work, and deliver the goods in accordance with the specifications as recorded in the Written agreement.
  • Any offer, quotation, or promise made by an unauthorized employee or representative of Tenfold Group only binds Tenfold Group if and insofar as confirmed In Writing by an authorized employee or representative of Tenfold Group.
  • The quantities ordered by the Buyer may be adjusted by Tenfold Group to the minimum quantities used by Tenfold Group without a corresponding announcement or notification. The agreed price will be adjusted proportionally.

Art5

Advice, designs, and materials

  • The Buyer cannot derive any rights from advice and information he receives from Tenfold Group if these do not directly relate to a factual assignment.
  • The Buyer is responsible for the drawings, calculations, and other data provided by or on his behalf and for the functional suitability of the materials prescribed by or on his behalf.
  • The Buyer indemnifies Tenfold Group against any claim from third parties regarding the use of drawings, calculations, materials, samples, models, and the like provided by or on behalf of the Buyer.

Art6

Price

  • Unless agreed otherwise In Writing, the price is a net price, excluding turnover tax, service costs, transport costs, and other government levies and/or third-party levies applicable to the sale and/or delivery and/or execution of the agreement, based on delivery “ex works” in accordance with ICC Incoterms 2020 and excluding packaging.
  • If one of the cost-determining factors of a service, work, or item increases in the period between the date of the offer or quotation made by Tenfold Group to the Buyer and the date of execution of the agreement concluded between the Parties as a result thereof, regardless of the underlying cause, Tenfold Group is entitled to increase the agreed price accordingly, regardless of whether the cost increase was foreseeable at the time of the offer or quotation or at the time of the agreement concluded as a result thereof. If the new price deviates by more than 20% from the agreed price, the Buyer has the right to cancel the agreement free of charge. Tenfold Group is in no case obliged to pay any compensation to the Buyer, even if Tenfold Group enjoys a benefit due to the cancellation of the agreement by the Buyer. A decrease in cost-determining factors does not entitle the Buyer to a price reduction.

Art7

delivery

  • The delivery time and/or execution period of the entire delivery, the entire work, the partial activities, or the partial deliveries are determined approximately by Tenfold Group and never concern strict deadlines. In the event of late provision/execution/delivery, Tenfold Group must be given notice of default In Writing and offered a reasonable (remedy) period of at least 14 days.
  • In determining the delivery time and/or execution period, Tenfold Group assumes that it can carry out the assignment under the circumstances known to it at that time.
  • The delivery time and/or execution period starts when agreement has been reached on all technical details, all necessary data, final drawings, etc., are in the possession of Tenfold Group, the agreed (installment) payment has been received, and the necessary conditions for the execution of the assignment have been met.
  • If there are circumstances other than those known to Tenfold Group when it determined the delivery time and/or execution period, Tenfold Group may extend the delivery time and/or execution period by the time necessary to carry out the assignment under these circumstances. If the work cannot be fitted into Tenfold Group’s planning, it will be carried out as soon as its planning allows.
  • The Buyer has an obligation to take delivery. If the Buyer does not take receipt of the goods at the established time, the Buyer is in default and Tenfold Group may, at its option (i) dissolve the agreement; (ii) ship the goods to the Buyer at the Buyer’s expense and risk; (iii) store the goods at the Buyer’s expense and risk. All costs arising from the above circumstances, including but not limited to the costs of storage and any reduced proceeds, shall be for the account of the Buyer. The above applies without prejudice to other rights accruing to Tenfold Group.
  • The risk of loss or damage to the goods that are the subject of the agreement passes to the Buyer at the time of delivery, being the moment they are brought under the actual control of the Buyer or a person engaged by the Buyer, or at the moment Tenfold Group has declared to the Buyer that the goods are being held at the Buyer’s disposal.
  • If there is additional work, the delivery time and/or execution period will be extended by the time necessary to (have) deliver(ed) the materials and parts for it and to perform the additional work. If the additional work cannot be fitted into Tenfold Group’s planning, the work will be carried out as soon as the planning allows.
  • If there is a justified suspension of obligations by Tenfold Group, the delivery time and/or execution period will be extended by the duration of the suspension. If continuation of the work cannot be fitted into Tenfold Group’s planning, the work will be carried out as soon as the planning allows.
  • Delivery takes place “ex works”, in accordance with ICC Incoterms 2020; the risk of the item passes at the moment Tenfold Group makes it available to the Buyer.
  • Regardless of the provisions in Article 7.9, Tenfold Group and the Buyer may agree that Tenfold Group will arrange for transport. The risk of storage, loading, transport, and unloading, also regarding the items of the Buyer and/or third parties involved in the transport, rests on the Buyer in that case as well. The Buyer can insure himself against these risks.

Art8

Tolerances

8.1 With regard to the agreed specifications and without prejudice to the provisions elsewhere in these General Terms and Conditions, the deviations shown in the following paragraphs, both upwards and downwards, are in any case permissible. For assessment, the average of the total quantity delivered in one type, quality, color, and execution will serve as the standard. For specifications other than those mentioned below, the deviations permitted in previous deliveries and, in the absence thereof, the usual deviations are permissible.

8.2 With regard to color deviations, the Parties acknowledge that minor deviations are usual and do not constitute a reason for rejection by the Buyer.

8.3 With regard to quantities to be delivered by Tenfold Group, Tenfold Group is deemed to have performed properly if deviations do not exceed:

For paper products:

  • 20% above or below the agreed quantity for orders up to 250kg;
  • 10% above or below the agreed quantity for orders from 250kg to 5,000kg;
  • 5% above or below the agreed quantity for orders above 5,000kg.

For plastics and laminates:

  • 30% above or below the agreed quantity for orders up to 500kg;
  • 20% above or below the agreed quantity for orders from 500kg to 1,000kg;
  • 10% above or below the agreed quantity for orders above 1,000kg.

Cardboard:

  • 20% above or below the agreed quantity for orders up to 500kg;
  • 10% above or below the agreed quantity for orders from 500kg to 10,000kg;
  • 5% above or below the agreed quantity for orders above 10,000kg.

For all other products:

  • 30% above or below the agreed quantity for orders up to 500kg;
  • 20% above or below the agreed quantity for orders from 500kg to 1,000kg;
  • 10% above or below the agreed quantity for orders from 1,000kg to 5,000kg;
  • 5% above or below the agreed quantity for orders above 5,000kg.

An order means one batch in one format and quality. Invoicing by Tenfold Group to the Buyer takes place on the basis of the quantities actually delivered.

8.4 With regard to agreed grammages, Tenfold Group is deemed to have performed properly if the deviations do not exceed:

For paper products:

  • 8% above or below the agreed grammage up to 39 grams/m2;
  • 5% above or below the agreed grammage from 40 to 59 grams/m2;
  • 4% above or below the agreed grammage above 60 grams/m2.

For cardboard:

  • 5% above or below the agreed grammage up to 499 grams/m2;
  • 8% above or below the agreed grammage from 500 grams/m2.

8.5 With regard to agreed thicknesses, Tenfold Group is deemed to have performed properly if the deviations do not exceed:

  • 20% above or below the agreed thickness for plastic film or laminate up to 40μ;
  • 15% above or below the agreed thickness for plastic film or laminate above 40μ;
  • 10% above or below the agreed thickness for aluminum foil (whether or not as a component of another product);
  • 15% above or below the agreed thickness for other materials or combinations.

8.6 With regard to agreed formats, Tenfold Group is deemed to have performed properly if the deviations do not exceed:

  • 1% with a minimum of 3mm above or below the agreed format (in length and width) for paper on rolls;
  • 1% with a minimum of 5mm above or below the agreed format (in length and width) for paper on sheets;
  • 5mm above or below the agreed format for plastic film on rolls up to 199mm wide;
  • 2.5% above or below the agreed format for plastic film on rolls wider than 200mm;
  • 3.5% above or below the agreed format for bags made of plastic film in flat length and width.
  • 3cm above or below the agreed roll diameter, unless it concerns a so-called remnant roll, in which case a smaller diameter is allowed.

Art9

payment

  • Payment shall be made to a bank account designated by Tenfold Group.
  • Payment of an invoice or partial invoice shall take place no later than 30 (thirty) days after the invoice date, unless agreed otherwise.
  • Payment is deemed to have taken place only once the amount due has been irrevocably credited to the bank account designated by Tenfold Group.
  • The Buyer waives the right to set off a debt to Tenfold Group against a claim on Tenfold Group.
  • The Buyer waives the right to suspend the fulfillment of any obligation arising for it from an agreement concluded with Tenfold Group.
  • If the Buyer is in default with the payment of any claim against Tenfold Group, Tenfold Group has the right to suspend the further execution of all current agreements between Tenfold Group and the Buyer until that payment has been made, while, even if agreed otherwise, advance payment can be demanded for further execution. The provisions here also apply in the event of a dispute over the claim. If the Buyer is subsequently proven right, Tenfold Group can never be liable for damages. Any objections to an invoice must be submitted In Writing with reasons to Tenfold Group within five (5) days after the invoice date; if no (timely) objection is made, the invoice is considered accepted.
  • If the agreed payment term is exceeded, the Buyer is in default by operation of law and, from the onset of the default, shall owe the statutory commercial interest (as referred to in Article 6:119a of the Dutch Civil Code).
  • All costs incurred by Tenfold Group, both judicial and extrajudicial, regarding the collection of the amount due and not paid on time by the Buyer, shall be for the account of the Buyer. The extrajudicial costs amount to at least € 250 and are calculated on the total amount due by the Buyer based on the following table:

on the first € 3,000.00: 15%

on the excess up to € 6,000.00: 10%

on the excess up to € 15,000.00: 8%

on the excess up to € 60,000.00: 5%

on the excess from € 60,000.00: 3%

If the extrajudicial costs actually incurred are higher than follows from the above calculation, the Buyer shall owe the costs actually incurred.

  • Payments made by the Buyer always serve to settle all interest, costs, and fines due and subsequently to settle claims from the agreement that have been outstanding the longest, regardless of the obligation designated by the Buyer upon payment.
  • In the event of liquidation, insolvency, application for bankruptcy, or suspension of payments of the Buyer, the claims of Tenfold Group against the Buyer, on whatever grounds, shall be immediately due and payable.
  • Tenfold Group has the right at all times, upon or after entering into the agreement, before performing (further), to require security—in whatever form—from the Buyer for the fulfillment of all its obligations under the agreement. If the Buyer does not comply with the request to provide security, Tenfold Group has the right, without prejudice to its other rights, to dissolve the agreement in whole or in part without notice of default or judicial intervention or to suspend the (further) execution of the agreement immediately, without prejudice to its right to compensation for damage suffered by it. Furthermore, everything the Buyer owes to Tenfold Group on whatever grounds is immediately due and payable.

Art10

warranty

  • Unless agreed otherwise In Writing, Tenfold Group warrants the proper execution of the agreed performance for a period of six months after delivery. If a different warranty period has been agreed, the other paragraphs of this article remain fully applicable.
  • If Tenfold Group uses materials or services supplied by third parties in the execution of its performance, Tenfold Group’s warranty to the Buyer is equal to the warranty Tenfold Group obtains from this third party.
  • If the agreed performance consists only of the delivery of an item, Tenfold Group warrants the soundness of the delivered item during the period mentioned in Article 10.1. If it appears that the delivery has not been sound, the item must be returned carriage paid by the Buyer to Tenfold Group within a reasonable period after prior written permission from Tenfold Group. Thereafter, Tenfold Group will choose whether it: repairs the item or replaces the item.
  • If the costs of replacement or repair are for the account of Tenfold Group, but Tenfold Group does not proceed to replacement or repair, the amount to be compensated by Tenfold Group shall be limited to a maximum of that part of the invoice amount (excluding turnover tax) that relates to the manufacturing and assembly costs of the part to be repaired or replaced.
  • The Buyer must in all cases offer Tenfold Group the opportunity to repair any defect or replace a faulty (sub)part. The Buyer will allow Tenfold Group the use of hoisting, lifting, and transport equipment and the like free of charge.
  • The start date for the warranty is the date of delivery, being the moment the delivered item is brought under the actual control of the Buyer or a person engaged by the Buyer, or at the moment Tenfold Group has declared to the Buyer that the goods are being held at the Buyer’s disposal. If the start date of the warranty is suspended, the end date of the warranty is not changed.
  • The warranty period is not extended or renewed by redelivery, replacement, or repair.
  • No warranty is given for defects such as, or defects that (may) be the result of:
    • weathering and/or normal wear and tear;
    • improper or abnormal use;
    • lack of maintenance or cleaning;
    • installation, assembly, modification, repair, or additions by the Buyer or by third parties;
    • minor imperfections in the finish that do not detract from the soundness;
    • damage resulting from unforeseen, temporary, or permanent harmful environmental influence(s);
    • items, materials, and methods that deviate from the applicable quality requirements, advice, and regulations, insofar as these have been applied at the express instruction of the Buyer;
    • materials supplied by or on behalf of the Buyer;
    • color differences and/or loss of gloss;
    • defects that could have been established at the time of delivery/completion;
    • damage and/or defects that have arisen during or after delivery/completion due to external influences;
    • incorrect storage by or on behalf of the Buyer, as a result of which the delivered goods are exposed to the effects of moisture, pollution, mold, drought, light, high and low temperatures, shocks, and vibrations, or storage for too long.

Art11

complaints

  • The Buyer must inspect the delivered goods immediately, fully, and accurately (or have them inspected) with regard to, among other things but not limited to, numbers/weight and visible and invisible defects. Complaints regarding numbers, weight, and/or visible defects must be made within 24 hours after receipt of the goods, providing an accurate statement of the nature and grounds of the complaints. Complaints regarding deviations that are not immediately observable must be made within 72 hours after discovery and in no case later than three (3) weeks after receipt of the goods. Any right of claim of the Buyer against Tenfold Group relating to errors in the delivery or defects in or to goods delivered by Tenfold Group expires irrevocably as soon as the aforementioned complaint periods have passed. Minor deviations or deviations customary in the industry and differences in quality, number, size, or finish cannot constitute grounds for complaints.
  • The Buyer must perform the inspection (or have it performed) with the necessary care. The Buyer bears the risk for random sampling and may not rely on the fact that the Buyer did not discover a defect that was visible and could have been discovered upon delivery because the Buyer did not check the entire batch.
  • The possibility for the Buyer to complain also expires if the defect is attributable to the Buyer, including but not limited to the case where the delivered goods have been stored or used improperly, or have not been used in accordance with the agreed or usual purpose. Improper use in the aforementioned sense also includes failure to observe any storage or use instructions issued by Tenfold Group.
  • In the event of a complaint, the Buyer is obliged to keep the goods he is complaining about at the disposal of Tenfold Group. The Buyer is also obliged to cooperate in any investigation by Tenfold Group or a third party engaged by Tenfold Group. If the complaint is declared well-founded, the costs of the investigation shall be for Tenfold Group. If declared unfounded, the costs shall be for the account of the Buyer.
  • A complaint does not entitle the Buyer to fail to fulfill his (payment) obligations towards Tenfold Group, or to invoke suspension or set-off.
  • Return of the goods is only permitted after prior Written permission from Tenfold Group, under conditions to be further determined by Tenfold Group. In the event of return without permission from Tenfold Group, shipment and storage of the goods take place at the expense and risk of the Buyer.
  • If a complaint is made correctly and within the set complaint periods, Tenfold Group is only obliged to still deliver what is missing, to replace the delivered goods, or to take back the goods and credit the Buyer for the relevant invoice amount upon taking back the goods. In no case is Tenfold Group obliged to compensate other costs and/or damage.

Art12

cancellation

  • Cancellation by the Buyer is in principle not possible. If the Buyer nevertheless cancels an agreement in whole or in part, due to whatever cause, and this is accepted by Tenfold Group, he is obliged to compensate Tenfold Group for all costs reasonably incurred with a view to the execution of the agreement (including costs of preparation, storage, and the like), without prejudice to Tenfold Group’s right to compensation for loss of profit and other damage.
  • In the event of cancellation, the Buyer also owes cancellation costs. These amount to 30% of the principal sum, to be increased by VAT.
  • Article 7:408 paragraph 2 of the Dutch Civil Code does not apply.

Art13

retention of title

  • All goods delivered by Tenfold Group remain the property of Tenfold Group until the moment the Buyer has fully complied with all his existing and future payment obligations towards Tenfold Group under any agreement concluded with Tenfold Group for the delivery of items or the performance of work or services, including claims regarding the failure to fulfill such an agreement.
  • The Buyer is obliged to store the delivered goods separately and to provide them with indications that they are the property of Tenfold Group. As long as the suspensive condition as referred to in 13.1 has not occurred, the Buyer is only authorized to alienate the goods purchased under retention of title, to give actual control over those goods in whole or in part to one or more third parties, or to enter into a legal act that obliges it to hand over that actual control over the purchased goods in whole or in part to one or more third parties, if and insofar as that is necessary or at least desirable in the context of the normal exercise of its business.
  • Tenfold Group is entitled to transfer the reserved ownership, and the rights and obligations associated therewith, to one or more third parties.
  • In the event the Buyer forms or has formed a new item from one or more goods delivered or to be delivered by Tenfold Group, that new item is or will be formed for Tenfold Group.
  • Goods of the same type as those provided by Tenfold Group to the Buyer found at the Buyer’s premises are presumed to belong to Tenfold Group, subject to evidence to the contrary to be provided by the Buyer.

Art14

Intellectual property rights

  • Unless expressly agreed otherwise In Writing, Tenfold Group retains all intellectual property rights to the items delivered and offers made by it, designs, images, drawings, calculations, (test) models, software, trade names, trademarks, logos, slogans, service marks, know-how, information, and any other distinctive material provided.
  • The Buyer will immediately inform Tenfold Group of any actual, expected, or intended infringement of Tenfold Group’s intellectual property rights.
  • The rights to the data mentioned in Article 14.1 remain the property of Tenfold Group regardless of whether the Buyer has been charged for their manufacture. These data may not be copied, used, or shown to third parties without the express permission of Tenfold Group.
  • In the event of a violation of the provisions in Articles 14.2 and 14.3, the Buyer shall owe Tenfold Group a fine of € 5,000.00 per violation, without prejudice to Tenfold Group’s rights to performance and compensation.

Art15

Liability and indemnification

  • Tenfold Group’s liability for direct damage is limited. Liability for indirect damage is excluded. The term indirect damage includes in any case—but not limited to—consequential damage, non-material damage, business and stagnation damage, damage regarding a product recall initiated by the Buyer or third parties caused by whatever reason, lost profit, and environmental damage.
  • Tenfold Group is furthermore not liable for damage that has arisen as a result of:
    • force majeure, as described in Article 16.1 of these general terms and conditions;
    • acts or omissions of the Buyer, his subordinates, or persons employed by or on his behalf;
    • negligence of the Buyer in the maintenance of the delivered items;
    • incorrect assembly by the Buyer;
    • damage to the delivered items due to external mechanical or biological influences;
    • normal wear and tear of the delivered items;
    • extraordinary humidity conditions in the room in which the delivered items are installed and/or delivered;
    • discoloration of the delivered items due to the effects of light and/or weather influences;
    • any other external influences.
  • Any liability (for direct and/or indirect damage)—regardless of the basis of the liability—of Tenfold Group is limited to the amount paid out in the relevant case by Tenfold Group’s liability insurer, reduced by the deductible to be paid by Tenfold Group. If no payment is made under Tenfold Group’s liability insurance—regardless of the reason for non-payment—Tenfold Group’s liability is limited to the amount of net invoice value charged by Tenfold Group to the Buyer and paid on time by the Buyer in the period of three (3) months prior to the occurrence of the liability, provided that Tenfold Group’s liability is never higher than EUR 25,000 (in words: twenty-five thousand euros) per event or series of related events.
  • Tenfold Group’s liability for damage resulting from intent or deliberate recklessness of Tenfold Group or its management subordinates is not excluded or limited.
  • All rights of claim of the Buyer against Tenfold Group, whether due to a failure in performance, a tort, or on any other ground, expire as soon as a period of one (1) year has passed after the day on which the Buyer became aware or could reasonably have been aware of the existence of those rights of claim and the Buyer has not brought the relevant claims in court within that one (1) year period.
  • The Buyer indemnifies Tenfold Group against any claims from third parties for damage suffered by third parties in connection with goods delivered by the Buyer to these third parties or goods in which Tenfold Group’s goods are processed, unless it is legally established that these claims are a direct result of intent or deliberate recklessness on the part of Tenfold Group and the Buyer furthermore demonstrates that he is not to blame in this regard.

Art16

force majeure

  • In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Tenfold Group in the fulfillment of any obligation towards the Buyer cannot be attributed to Tenfold Group in the event of a circumstance independent of Tenfold Group’s will, as a result of which the fulfillment of its obligations towards the Buyer is prevented in whole or in part or as a result of which fulfillment of the obligations by Tenfold Group cannot reasonably be required of Tenfold Group. These circumstances include in any case: defaults by suppliers or other third parties on whom Tenfold Group depends in the context of the execution of the agreement, lack of raw materials, transport problems, war, riots, sabotage, floods, loss, damage and/or delay during and due to transport, extreme absenteeism due to illness and wildcat strikes of the personnel, actions/measures at customs, (temporary) closure of certain geographical areas, failed or disappointing harvest, fire, export or import bans, and other accidents and serious disruptions in Tenfold Group’s business or at its suppliers and national disasters. Force majeure also includes in any case a pandemic and all measures taken by (foreign) local, regional, and national governments in connection therewith or as a result thereof.
  • If a situation occurs as referred to in Article 16.1 as a result of which Tenfold Group cannot fulfill its obligation towards the Buyer, these obligations shall be suspended as long as Tenfold Group cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted for more than three (3) consecutive months, the Parties have the right to dissolve the agreement in whole or in part by means of a Written statement to that effect. In that case, Tenfold Group is not obliged to compensate any damage, even if Tenfold Group enjoys any benefit as a result of the force majeure situation.
  • If Tenfold Group has already partially fulfilled its obligations under the agreement at the time the force majeure occurs or will be able to fulfill them, in the event the agreement provides for the delivery of goods consisting of one or more (partial) deliveries, Tenfold Group is entitled to invoice the part already fulfilled or to be fulfilled separately. The Buyer is obliged to pay this invoice as if it were a separate agreement.

Art17

packaging

  • Tenfold Group is entitled to charge the costs of packaging separately.
  • Packaging not intended for single use, including but not limited to pallets, crates, containers, and other aids for transport, remains the property of

Tenfold Group, unless charged by Tenfold Group to the Buyer and paid by the Buyer to Tenfold Group, and the Buyer is obliged to return the material. Tenfold Group may set a deadline within which such a return must take place.

Art18

choice of law and forum

  • These General Terms and Conditions and all offers and quotations made by Tenfold Group, as well as all agreements between the Buyer and Tenfold Group, are exclusively governed by Dutch law.
  • The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) does not apply, nor does any future international regulation regarding the sale of movable property.
  • All disputes between parties arising from or otherwise related to quotations/offers, these General Terms and Conditions and/or agreements, by whatever name, shall be submitted exclusively to the court in the Netherlands, district of Oost-Brabant, and regarding claims in summary proceedings to the interim relief judge of the Oost-Brabant district court, provided that Tenfold Group is at all times entitled to submit the case to the court competent according to the statutory rules of jurisdiction.
  • If Tenfold Group contracts with a Buyer through an entity incorporated under Belgian law and/or established in Belgium, Belgian law shall apply in deviation from the provisions of Article 18.1, and the Belgian court in Tongeren shall have jurisdiction in deviation from Article 18.3. The provisions of these General Terms and Conditions shall then apply in full. If one or more provisions of these General Terms and Conditions conflict with mandatory (overriding) rules of Belgian law, the Parties undertake in that case to agree on a replacement provision that aligns as closely as possible with the intention of Tenfold Group.

GENERAL PURCHASE TERMS AND CONDITIONS – version 2023.1
Filed 28-11-2023 with the Chamber of Commerce under number: 84812966

Art. 1

definitions

In these General Purchase Terms and Conditions, the following definitions shall apply:

  • General Purchase Terms and Conditions: these General Purchase Terms and Conditions of Tenfold Group which can be found on Tenfold Group’s website and are filed with the Dutch Chamber of Commerce.
  • Customer: customer means the corporation or company part of the Tenfold Group which issues the Purchase Order or request for proposal. The words Buyer, Purchaser, Company, Owner or equivalents thereof, which may be used elsewhere in the Purchase Order, shall have the same meaning as Customer.
  • Goods: goods means the goods, products, materials, liquids, equipment, design, services and/or all pertaining documents to be supplied as specified in the Purchase Order and any part or component thereof or incorporated therein.
  • Purchase Order: purchase order means the order, call-off order, purchase order or equivalents thereof, issued by Customer and accepted by Supplier, including all the specifications, drawings and documents explicitly listed or referred to therein.
  • Sub-Supplier: sub-supplier means any person, corporation or company, other than Customer, having a contract with Supplier for the supply of the Goods or a part of the Goods.
  • Supplier: supplier means the person, corporation or company identified in the Purchase Order as the Supplier of the Goods. The words Vendor, Seller, Contractor, Successful Bidder or equivalents thereof, which may be used elsewhere in the Purchase Order, shall have the same meaning as Supplier.

  • Tenfold Group: the private company with limited liability Tenfold Group B.V., registered in the trade register of the Dutch Chamber of Commerce under number 84812966, as well as all of its subsidiaries as referred to in Article 2:24a of the Dutch Civil Code, participations as referred to in Article 2:24c of the Dutch Civil Code and legal entities and companies that together with it form part of a group as referred to in Article 2:24b of the Dutch Civil Code, regardless of whether they are located in the Netherlands or abroad.

Art. 2

Applicability of General Purchase Terms and Conditions

  • These General Purchase Terms and Conditions apply to and are an integral part of all requests for proposal, quotations and Purchase Orders for the supply of Goods by Supplier to Customer.
  • Customer expressly rejects the applicability of any other general terms and conditions or stipulations of Supplier.
  • Deviations from these General Purchase Terms and Conditions are only binding if the Parties have agreed to them in writing and only for the offers, quotations and (additional) agreements to which they have been expressly declared applicable. With regard to the other offers, quotations and (additional) agreements, these General Purchase Terms and Conditions shall remain in full force.
  • In the event that any of the provisions of these General Purchase Terms and Conditions are in whole or in part found to be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the other provisions of these General Purchase Terms and Conditions are not affected or impaired. The Parties agree to revise or replace such invalid, illegal or unenforceable provision so as to render it valid, legal and enforceable and to effect as close as possible the economic result of the invalid, illegal or unenforceable provision.
  • In case of conflict between these General Purchase Terms

and Conditions and the agreement concluded between

Supplier and Customer, the content of these General Purchase Terms and Conditions shall prevail, unless the deviation is explicitly agreed upon in writing.

  • Neither Party shall be entitled to assign its obligations or rights as defined under these General Purchase Terms and Conditions without the prior written consent of the other Party. This provision has property-law effect as mentioned in article 3:83 sub 2 of the Dutch Civil Code.
  • If Customer refers in any document to technical, safety or quality regulations and/or other information, Supplier will be deemed to be familiar with these, unless he immediately informs Customer in writing of the contrary. If so, Customer will inform him in more detail about these regulations.

Art. 3

Purchase order

  • The Purchase Order will be issued by an authorized staff member or representative of Customer in writing, by fax, electronically, or otherwise, depending on the business practices of the Customer and will be binding to Parties at Supplier’s acceptance in writing, by fax, electronically or otherwise pursuant to Customer’s instruction. Any modifications of or comments to the Purchase Order by Supplier are binding only, if accepted by Customer in writing. Performing of any part of a Purchase Order by Supplier will operate as Supplier’s unconditional acceptance of the Purchase Order.
  • Any purchase order made by an unauthorized member of Customer’s personnel or representative for that purpose shall bind Customer only if and to the extent confirmed in writing by an authorized member of Customer’s personnel or representative for that purpose.
  • Changes: Customer reserves the right to make changes in, deductions from and additions to the scope of supply under a Purchase Order. In the event such changes, deductions and/or additions result in a material change in the Purchase Order price, Parties shall negotiate in good faith an equitable change thereof. In order to be valid and binding any change in, deduction from and/or addition to the Purchase Order shall be

made in writing and approved by the Parties. Approval by Customer of drawings, documents, samples or proposals shall not imply approval by Customer of a change of the Purchase Order unless explicitly confirmed in writing.

  • Severability: if (a) provision(s) of the Purchase Order should be or become ineffective or invalid for whatever reason, the other provisions will not be affected. The Parties agree to replace the ineffective or invalid provision(s) by an effective and valid arrangement, which achieves as closely as possible the purpose intended by the ineffective or invalid provision(s) (as evidenced by the wording contained herein).
  • Termination for default: without prejudice to its right to claim damages Customer may terminate the whole or any part of a Purchase Order without compensation to or indemnification of Supplier, in case of any default by Supplier that has not been remedied within reasonable time after written notice of default to Supplier stating such reasonable time. After such termination Customer may return received Goods in whole or partly against repayment and retransfer of ownership therein to Supplier.
  • Termination for change of control: Customer may terminate the Purchase Order with immediate effect and without compensation or indemnification of Supplier in case of a change of control of Supplier. For the purpose of this clause “control” means the ability to direct the business affairs of the Supplier whether by virtue of contract, ownership of shares or otherwise howsoever.
  • Termination or suspension for convenience: Customer may terminate or suspend the whole or any part of a Purchase Order for convenience by written notice to the Supplier. Upon such termination or suspension Customer and Supplier shall negotiate reasonable termination or suspension charges. Supplier agrees that any termination or suspension charges shall be limited to its inevitable costs of materials and labour incurred to the date of termination or suspension and its inevitable costs as a direct consequence of such termination or suspension, plus, in case of termination, reasonable profit and overhead on work completed to date of termination.
  • Termination/cancellation for insolvency: in the event Supplier has been declared bankrupt, is in a state of liquidation, has

ceased or suspended whole or substantial part of its business, is the subject of a court order or preventative legal scheme of settlement, or is in any similar situation arising from a procedure of a same nature, prior to delivery of all Goods pursuant to the Purchase Order, Customer may at its option and without any compensation to Supplier (i) cancel the Purchase Order or part thereof and return the received Goods in whole or partly against repayment and retransfer ownership therein to Supplier or (ii) terminate the Purchase Order forthwith, in all cases without prejudice to its right to claim damages.

  • Survival: expiry, termination or cancellation of the Purchase Order shall not affect any right and/or obligation, which by its nature survives such expiry, termination or cancellation, including but not limited to representations, warranties, confidentiality obligations, intellectual property rights and accrued rights.
  • Parties’ independency: nothing in the Purchase Order shall be deemed to constitute either Party as the agent of the other or create a partnership or joint venture between the Parties.
  • Assigning and subcontracting: Supplier shall not assign or subcontract the Purchase Order, in whole or in part, to any third Party without Customer’s prior written consent. If Customer consents to any assignment or subcontract, such consent shall not relieve Supplier of or from any of the obligations or duties under the Purchase Order, and such consent shall be subject to Supplier’s compliance with all such duties and obligations under the Purchase Order. Customer reserves the right to assign the Purchase Order or any part thereof or any benefit or interest there under to others no consent of Supplier being required.

Art. 4

goods

  • Specifications: supplier warrants that the Goods will be unused, of good materials and workmanship, free from any and all defects and from any and all liens and encumbrances and will in all respects meet the specifications of the Purchase Order. Supplier warrants that the Goods will be and remain

suitable for the purpose for which Customer wants to use it, as far as this purpose can be known to Supplier.

  • Regulations: supplier warrants that the Goods are designed, manufactured, produced, assembled, composed, transported and delivered in compliance with all applicable national and/or international laws, standards and regulations, including but not limited to export, safety, health and environmental regulations and industry standards. Supplier shall timely obtain any and all licenses and permits, which are required in the country of origin, of transit and of destination to perform the Purchase Order.
  • Instructions: supplier shall properly and timely inform and instruct Customer in writing of any special handling, storage, transportation, treatment, use or maintenance of the Goods required for or beneficial to (i) the safety, health and environment of Customer, its employees or other persons concerned and/or (ii) the integrity, quality, functioning and lifetime of the Goods.
  • Completeness: items of Goods not specified in the Purchase Order but necessary for the proper, safe and efficient use, operation, construction or maintenance of the Goods and for the fulfilment of Supplier’s warranties are deemed to be included in the Purchase Order and shall be supplied and/or performed by Supplier at no extra cost to Customer unless otherwise specified in the Purchase Order.
  • Equivalent: in case the expression ‘or equivalent’ is used in a Purchase Order, Supplier shall require prior written approval of Customer for any ‘equivalent’ of Goods Supplier intends to supply.

Art. 5

price

  • Supplier shall perform the Purchase Order against the price(s) mentioned therein. Unless expressly stated to the contrary, prices stated in the Purchase Order are (i) fixed and firm, (ii) not subject to any changes and inclusive (iii) of all taxes, duties, levies, fees, charges and (iv) of the costs of packaging and delivery in accordance with the specified Incoterm delivery condition(s).

Art. 6

delivery

  • Conditions: Unless explicitly agreed otherwise, the Goods shall be delivered DDP site Customer, VAT excluded, as defined in the latest version of Incoterms, issued by the International Chamber of Commerce.
  • Delivery time: the delivery time of the Goods specified in the Purchase Order is of the essence and any delay shall be considered a material default.
  • Foreseeable delay: supplier shall immediately notify Customer in writing of any foreseeable delay and submit its proposal indicating the measures Supplier shall take for its own account to avoid or make good the delay in order to maintain the agreed delivery time. Should Supplier fail to take foresaid measures or should Customer not approve of the measures, Customer reserves the right to require Supplier to forthwith implement, for Supplier’s account, the measures Customer deems necessary. In the event Customer determines that Supplier’s performance is such that it will cause a substantial delay in delivery of the Goods, Customer reserves the right to remove, upon written notice to Supplier, the Goods or any part thereof from Supplier’s and/or Sub-Suppliers’ premises and to complete the manufacture/production or have the manufacture/production completed elsewhere for Supplier’s account and without prejudice to any other rights Customer may have under the Purchase Order or in law.
  • Expediting: supplier shall expedite manufacture /production and delivery of the Goods within its own organization and with its Sub-Suppliers. Customer reserves the right to expedite manufacture/production and delivery of the Goods and to enter for that purpose the premises of Supplier and its Sub- Suppliers at any time. For the benefit of Customer, Supplier shall stipulate the same rights from its Sub-Suppliers. Customer may request Supplier to submit un-priced copies of contracts with Sub-Suppliers for the purpose of expediting.
  • Packaging: delivery of the Goods shall be effected in adequate packaging commensurate with the required mode of transportation, handling and storage of the Goods. The cost of packaging is included in the prices and Customer will not pay any costly and re-usable packaging, caution money, rental or

cost of wear. Costly and re-usable packaging shall be taken back by Supplier.

  • Transport: vehicles, containing the Goods to be delivered to the Customer, cannot be parked in unprotected and unguarded areas for a long time. It is highly recommended loaded vehicles are parked on a closed and guarded parking space in order to prevent unauthorized people boarding the vehicle.

Art. 7

tolerances

  • With respect to the agreed specifications and without prejudice to the provisions elsewhere in these General Purchase Terms and Conditions, the deviations shown in the following paragraphs, both upward and downward, shall in any case be permissible. For assessment purposes, the average of the total quantity delivered in one type, quality, color and design shall be the yardstick. For specifications other than those mentioned below, the deviations allowed in previous deliveries and, in the absence thereof, the usual deviations shall be applicable.
  • With regard to color deviations, Parties recognize that minor deviations are customary and do not constitute grounds for rejection by the Customer.
  • With regard to quantities to be delivered by Supplier, Supplier shall be deemed to have performed properly if deviations do not exceed:

For paper goods:

  • 20% above or below agreed quantity for orders up to 250kg;
  • 10% above or below the agreed quantity for orders from 250 kg to 5,000 kg;
  • 5% above or below agreed quantity for orders above 5,000kg.

For plastics and laminates:

  • 30% above or below agreed quantity on orders up to 500kg;
  • 20% above or below agreed quantity for orders from 500kg to 5,000kg;
  • 10% above or below agreed quantity on orders above 5,000kg.

For cardboard:

  • 20% above or below agreed quantity on orders up to 500kg;

  • 10% above or below agreed quantity for orders from 500kg to 5,000kg;
  • 5% above or below agreed quantity on orders above 5,000kg.

For all other products:

  • 30% above or below agreed quantity for orders up to 500kg;
  • 20% above or below agreed quantity for orders from 500kg to 2,000kg;
  • 10% above or below agreed quantity for orders from 2,000kg to 5,000kg;
  • 5% above or below agreed quantity for orders above 5,000kg.

An order means one batch in one size and quality. Invoicing by Supplier to Customer will take place on the basis of the quantities actually delivered.

  • With regard to agreed grammages Supplier will be considered to have performed properly if the deviations do not exceed: For paper products:
    • 8% above or below agreed grammage up to 39 gram/m2;
    • 5% above or below agreed grammage from 40 to 59 gram/m2;
    • 4% above or below agreed grammage above 60 gram/m2.

For cardboard:

  • 5% above or below agreed gram weight up to 499 gram/m2;
  • 8% above or below agreed gram weight from 500 gram/m2.
  • With regard to agreed thicknesses, Supplier will be deemed to have performed properly if deviations do not exceed:
    • 20% above or below agreed thickness in the case of synthetic fabric film or laminate up to 40μ;
    • 15% above or below agreed thickness for synthetic fabric film or laminate above 40μ;
    • 10% above or below agreed thickness for aluminum foil (whether or not as a component of another product);
    • 15% above or below agreed thickness in the case of other materials or combinations.
  • With regard to agreed formats, Supplier will be considered to have performed properly if the deviations do not exceed:
    • 1% with a minimum of 3mm above or below the agreed format (in length and width) in the case of paper on rolls;

  • 1% with a minimum of 5mm above or below the agreed format (in length and width) for paper on sheets;
  • 5mm above or below the agreed format for plastic film in rolls up to 199mm wide;
  • 5% above or below the agreed format for plastic film on rolls wider than 200mm;
  • 5% above or below the agreed format for plastic film bags in extended length and width.
  • 3cm above or below the agreed roll diameter, unless it concerns a so-called residual roll, in which case a smaller diameter is allowed.

Art. 8

payment

  • Payment: unless explicitly agreed otherwise Customer shall pay the amount invoiced by Supplier for Goods delivered by bank transfer sixty (60) days after the end of the month of the date of the invoice, provided and to the extent that the invoice is correct and not under dispute.
  • Set-off: amounts, which Customer at any time owes to or can claim from Supplier and/or any of its affiliates, can always be set off by Customer against amounts, which Customer and/or any of its affiliates can claim from or owes to Supplier and/or any of its affiliates.
  • Suspension: Supplier is not entitled to suspend any of its obligations under a Purchase Order.

Art. 9

warranty

  • Acceptance: the Customer has the right, but not the obligation, to check the Goods on any visible defects and on any non- conformity with the agreed specifications. Payment, use or (re)sale of the Goods does not imply acceptance of the Goods in question by Customer. Final, provisional or partial

acceptance of the Goods shall only appear from Customer’s explicit and written acknowledgment thereof.

  • Non-compliance: if the Goods are not in conformity with the specifications, the Customer may, at no cost to Customer, choose between:
  • having the non-conformity corrected by the Supplier;

  • replacement of the Goods by the Supplier;
  • replacement of the Goods by equivalent Goods, which are in conformity with the specifications;
  • termination of the Purchase Order in whole or in part and return of the Goods already delivered against re-payment, all of this without prejudice to Customer’s rights to claim damages and other compensation. Customer shall further be entitled to reject any Goods, which are (i) delivered not at the agreed time, (ii) not in the agreed volume and/or quantity, (iii) in inappropriate or damaged packaging or (iv) with other defect(s), without prejudice to Customer’s right to compensation for the losses and damages suffered by it as a result of Supplier’s non-compliance. Returning of rejected Goods shall be for the account and risk of Supplier. If requested, Supplier shall repair at no costs to Customer rejected Goods as far as possible and/or necessary and leave them in free use to Customer until Customer has received Goods in replacement, which meet the relevant requirements, and the rejected Goods can be returned.
  • Warranty: Supplier warrants the properties and the proper

functioning of the Goods and shall repair or replace any and all Goods, which will not proper function or perform or get defective within a period of 1 year after the date of acceptance or the date of first operational use, whichever date is later.

Repaired or replaced Goods or parts will be warranted for another period of 1 year from the repair or replacement date. The warranty period shall be extended by any period(s) during which the Goods have been out of operation or use or their first operational use has been delayed as a result of a defect to which this warranty applies. During the warranty period Supplier shall, upon notification by Customer, repair for its own account and risk all existing or subsequently occurring defects of the Goods or replace the Goods, to Customer’s satisfaction immediately upon receipt of the notification or at a point in time mutually agreed by the parties. If Supplier fails to comply with

its obligations set forth under this warranty, Customer is, upon formal notification to Supplier, entitled to carry out the repair work or replacement itself or to have it carried out by a third Party for Supplier’s account, without prejudice to Supplier’s obligations under the warranty.

Art. 10

Inspection and Testing

  • In order to assure that the Goods will comply with the requirements of the Purchase Order or the Tenfold Specific Requirements, Supplier shall diligently and continuously control and test the quality of the materials and the operations during manufacture/production, storage and delivery of the Goods. In case of serial, continuous and batch manufacture/production of the Goods or parts thereof Supplier shall retain quality and production records, including those of its raw materials, and samples, for not less than two years.
  • Supplier shall ensure that Customer or its nominee has the

opportunity to audit the Supplier and/or inspect the Goods at any time during and after the manufacture/production, construction, assembly or composition, either at Supplier’s works or at the works of its Sub-Supplier(s) or wherever else the Goods may be or the manufacture/production is carried out.

  • In order to allow Customer to attend tests on any materials or carry out inspection at agreed hold-points, Supplier shall inform Customer at least five working days in advance of the foreseen testing date. Supplier shall clearly indicate which materials, Goods or parts are ready for testing and/or inspection.
  • In addition to the above, Customer has the right to ask for additional testing. If Goods appear as a result of testing not to be in compliance with the requirements of the Purchase Order all costs of additional testing are for Supplier’s account.
  • Unless agreed otherwise in writing, inspection and/or testing of the Goods may also take place after arrival of the Goods on the premises of Customer. Such inspection and/or testing may

be additional to earlier inspections and/or tests at other locations.

  • Customer reserves the right to entrust the inspection and/or testing to third parties.
  • Supplier shall make available to Customer’s inspector the measurement equipment required to perform the inspection and/or testing with sufficient accuracy.
  • Certificates shall be issued by qualified personnel.
  • Any cost for testing, including but not limited to mechanical, chemical, bacteriological, migration, hydrostatic, X-ray, ultrasonic and laboratory tests, the compilation of reports and the supply of certificates, as well as any personal expenses for third Party inspectors, including but not limited to cost for

travel, living and salaries, are for Supplier’s account, unless specified otherwise in the Purchase Order.

  • Cost for additional inspection by Customer caused by reasons within Supplier’s responsibility shall be for Supplier’s account. This cost shall include cost for salaries during working and travelling hours, as well as cost for boarding and lodging.
  • Performance or non -performance of any inspection, checking or testing does not relieve Supplier of any obligation, warranty or liability under the Purchase Order.

Art. 11

retention of title

  • Supplier expressly warrants that it has good and marketable title to the Goods supplied under the Purchase Order. Supplier further warrants that the supply of the Goods and the simple use, sale or application thereof by Customer will not result in or give rise to any infringement or misappropriation of any patent, copyright, trademark, design, trade secret, proprietary data or license.
  • Transfer of ownership: the title of the Goods supplied under the Purchase Order shall pass to Customer upon delivery at the delivery point as stated in the Purchase Order. However, in case a Purchase Order requires advanced or progress payments by Customer, Supplier shall mark and identifiably

store (i) any raw materials and semi-finished goods allocated for the manufacture/production of the Goods and (ii) the finished Good(s) itself and transfer of ownership thereof shall coincide with and to the extent of Customer’s payments. The risk of such Goods shall nevertheless remain with Supplier until delivery.

Art. 12

intellectual property rights

  • Customer’s intellectual Property: Supplier is not entitled to make use of or refer to any trademark, trade name, domain name, patent, design, copyright, or other intellectual property right of Customer or any of its affiliates and its clients, unless prior obtained written consent of Customer.
  • Ownership of: All intellectual property rights and know-how relating to Goods generated and/or developed by Supplier or its Sub-Supplier under the Purchase Order for the benefit of the Customer will be exclusively owned by Customer and shall at first request be fully assigned and transferred at no costs to Customer. Supplier will procure that the same obligations will apply to each of its Sub-Suppliers.
  • Confidentiality: all information, including but not limited to specifications, drawings, sketches, data or other documentation, disclosed to or developed by the Supplier or its Sub-Supplier in the context of the Purchase Order, (i) remains respectively becomes the property of Customer, (ii) will be treated by Supplier as confidential information, (iii) shall not be used by Supplier for any other purpose than for the performance of the Purchase Order, and (iv) will only be communicated and distributed to those of the Supplier’s or Sub-Supplier’s employees, who need to be informed.
  • External publication: Supplier is not entitled to refer to (part of)

the Purchase Order in external communication or publication without prior written consent of Customer.

  • If the provisions of article 12 are violated, the Supplier shall owe Tenfold Group a penalty of € 5,000.00 for each violation,

without prejudice to Tenfold Group’s rights to performance and damages.

Art. 13

Liability and indemnity

  • General liability and indemnification: Supplier shall be liable and hold Customer and its affiliates and their directors, officers, employees, visitors, agents, representatives and contractors (herein referred to as “Indemnified Parties”), harmless from and indemnify them against any and all actual

or contingent damage, loss, (personal) injury (including death), expense, cost, fine, penalty, claim, including reasonable attorney fees and litigation costs, suffered or incurred by or brought against Indemnified Parties, resulting from or connected with the Purchase Order, its performance and the use and/or sale of Supplier’s Goods by Indemnified Parties or any third Party, except to the extent that such damage, loss, (personal) injury, expense, cost, fine, penalty or claim is caused by Customer’s willful misconduct or gross negligence.

  • The Supplier shall take out and maintain the insurance policies, including but not limited to general commercial, product, environmental and automobile liability, which Customer considers appropriate to cover the risks resulting from or connected with the Purchase Order. At the request of the Customer Supplier will provide the insurance certificates evidencing Supplier’s coverage and keep Customer informed of any changes. Supplier shall procure, that all Sub-Suppliers will also meet the insurance requirements.
  • Force Majeure: neither Party shall be liable towards the other

Party for any failure to fulfill any term or condition of the Purchase Order, if fulfillment thereof has been delayed, interfered with or prevented by any event beyond the control of the Party concerned, was not for its risk and not reasonably foreseeable, provided that Supplier is not already in default of those obligations under the Purchase Order, which are being

delayed, interfered with or prevented. The mere fact of late supply of materials, labour or utilities to Supplier or Sub- Suppliers shall not be deemed force majeure. In case a situation of force majeure continues for more than 10 days, Customer shall be entitled to (partly) terminate or cancel the Purchase Order by written notice.

Art. 14

general

  • Safety, Health and Environment: safety, health and environment are essential to Customer’s activities. All Suppliers and business partners are required to comply with and act in accordance with the applicable Customer requirements. Supplier shall report any irregularity to this respect and the Parties will discuss possible remedies.
  • Pollution: the Supplier shall in the performance of the Purchase Order avoid pollution of the soil and the groundwater and limit air and noise pollution on the Customer site and/or the industrial area the Customer site is located on. The Supplier shall notify the Customer immediately of any incident occurring, no matter how started or caused. In case of an incident the Supplier shall immediately take all measures to clean up, isolate or prevent pollution resulting from such incident.
  • Local regulations: Supplier and its Sub-Supplier shall observe

all Customer’s local instructions, site regulations and site access regulations.

Art. 15

choice of law and forum

  • Governing law: the Purchase Order shall be governed exclusively by the laws of the Netherlands.
  • The United Nations Convention on contracts for the International Sale of Goods, concluded at Vienna on 11th of April 1980, shall not be applicable to the Purchase Order.
  • Disputes: any dispute arising from the Purchase Order shall, to the exclusion of other courts, be submitted to the district court in the Netherlands, district of Oost-Brabant, and in respect of

claims in summary proceedings to the interim relief judge of the district court of Oost-Brabant, on the understanding that Tenfold Group shall at all times be entitled to submit the case to the court that is competent according to the legal rules of competence. This competence is regardless of where the Customer is located geographically.

  • Neither Party shall be excused from performing any of its obligations under the Purchase Order, except for obligations directly affected by the dispute.