GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY, AND PAYMENT

ARTICLE 1: GENERAL
In these general terms and conditions, the following definitions apply:

Us; Our; We: PaperWise, a trade name of Eco Concepts & Products, and partners acting as the (selling) party of the first part.

Customer; Other Party; Client; Buyer:
Any counterparty who enters into or has entered into an agreement with us, or who requests a quote or to whom a quote is sent by us.

Goods; Products; Items; Matters:
All objects that can be the subject of an agreement with us. These terms are used interchangeably depending on their specific application.

ARTICLE 2: APPLICABILITY
2.1 These general terms and conditions apply to all our offers and all agreements with us
of any nature whatsoever and however named.
2.2 Deviations from these general terms and conditions are only valid if explicitly stated or acknowledged by us in writing.
2.3 Other general terms and conditions, such as purchasing conditions of counterparties, shall only apply, insofar as they are not in accordance with these general terms and conditions, if we have explicitly confirmed this in a separate document.
2.4 These general terms and conditions also apply to our personnel and auxiliary staff involved in the
execution of the agreement, as well as to third parties through whom we have the agreement executed in whole or in part.
2.5 The other party also and unconditionally accepts the applicability of these general terms and conditions for all future agreements and offers for agreements.
2.6 If it appears that one or more provisions in these general terms and conditions are void or voidable, the remaining General Terms and Conditions shall remain in full force. In such a situation, we and the Other Party will consult to agree on new provisions to replace the void or voided provisions.

ARTICLE 3: QUOTES
3.1 All quotes are without obligation, unless a period for acceptance is stated in the quote. Nevertheless, we have the right to revoke our offer as long as the other party has not yet accepted the offer.
3.2 In the case of a composite price quote included in an offer, there is no obligation for us to deliver a portion of the goods included in the offer for a proportionate part of the price quoted for the whole.
3.3 Offers concern only the quantities and products mentioned in the quote and do not automatically apply to repeat orders.
3.4 Dimensions, weights, and technical specifications in quotes and agreements should be understood such that the other party must take into account minor deviations that do not exceed normal limits (see also Articles 8 and 21).

ARTICLE 4: FORMATION OF AGREEMENTS AND CONFIRMATION
4.1 If and insofar as we have set a deadline for acceptance in a quote, an agreement is formed by full, written, and unconditional acceptance of that quote by the other party within the set deadline.
4.2 In all other cases, an agreement is only formed by written order confirmation from our side or by delivery by us. In the latter case, our invoice is considered a written order confirmation.

ARTICLE 5: CANCELLATION OR AMENDMENT
5.1 Cancellation or amendment of an agreement (order) by the other party is not possible without our explicit written consent. The request for cancellation must be made to us in writing or by email with confirmation of sending and receipt.
5.2 If the request for cancellation or amendment is accepted by us, we are entitled to attach conditions to that consent.
5.3 Cancellation or amendment of the agreement does not automatically lead to a refund of amounts already paid in advance. This will be coordinated in consultation, and costs already incurred will never be refunded.

ARTICLE 6: DISSOLUTION
6.1 If the Other Party fails to fulfill an obligation under the agreement, or fails to do so fully, timely, or properly, we are authorized to dissolve the agreement with immediate effect, unless the shortcoming, given its minor significance, does not justify dissolution.
Furthermore, we are authorized to dissolve the agreement with immediate effect if:
• after the conclusion of the agreement, circumstances have come to our knowledge that give good reason to fear that the Other Party will not fulfill its obligations;
• the Other Party was requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
• due to delay on the part of the Other Party, we can no longer be required to fulfill the agreement under the originally agreed conditions;
• circumstances occur of such a nature that fulfillment of the agreement is impossible or that unchanged maintenance of the agreement cannot reasonably be required of us;
• the Other Party is declared bankrupt, files a petition for suspension of payments, requests application of the debt restructuring for natural persons, or is faced with an attachment of all or part of its property;
• the Other Party is placed under guardianship;
• the Other Party passes away.
6.2 Dissolution takes place by means of written notice without judicial intervention.
6.3 If the agreement is dissolved, our claims against the Other Party are immediately due and payable.
6.4 If we dissolve the agreement based on the aforementioned grounds, we are not liable for any costs or compensation, as we have proceeded to suspension or dissolution.
6.5 If the dissolution is attributable to the Other Party, we have the right to claim compensation for the damage that has arisen directly or indirectly as a result.

ARTICLE 7: PRICES
7.1 Quoted prices may be offered in other currencies. However, the moment of order is always decisive for the final exchange rate determination. Exchange rate fluctuations and changes in exchange rates between the Euro and other currencies, when any payment in connection with the delivery is to be made in a currency other than the Euro, are for the account of the customer insofar as these changes deviate by more than 5% from the rate as it applied on the date of confirmation of the agreement.
7.2 If one of the cost-determining factors of a product or of the costs to have the product delivered to the agreed delivery address changes by more than 5% in the period between the date of offer and the date of delivery, we have the right to adjust the agreed price accordingly, regardless of whether the cost increase was foreseeable at the time of the offer or confirmation, all this with due observance of relevant legal regulations.

7.3 Unless explicitly stated otherwise, our prices apply:
• exclusive of VAT;
• exclusive of import and export duties as well as any other government levies;
• exclusive of costs of transport, storage, and transshipment (exclusive of fuel surcharge and toll);
• exclusive of insurance costs;
• exclusive of disposal fees;
• exclusive of environmental levies or environmental surcharges imposed or to be imposed by the government;
• exclusive of quality control costs;
• exclusive of customs control / container scan costs.
7.4 Prices may be adjusted by us at any time if there is a change in the assignment by the client.

ARTICLE 8: QUANTITIES/DIMENSIONS
8.1 The quantities stated in the agreement are specified as accurately as possible, whereby we are permitted to deviate from the specified or agreed quantity. The degree of deviation is regulated in Article 22 of these general terms and conditions.
8.2 The delivered quantities are stated by us on the delivery document.
8.3 If the customer does not make any objection to the delivery document known to us in writing within 24 hours of receipt thereof at the latest, the quantity stated on the delivery document is deemed to correctly represent what was delivered.
8.4 Unless explicitly indicated, all dimensions specified by us are approximate. If the dimensions were provided by the other party, we bear no responsibility for them.
8.5 Any change to specified dimensions by the other party after the conclusion of the agreement means that any associated costs may be charged by us to the other party.

ARTICLE 9: PLACE AND METHOD OF DELIVERY
9.1 The Other Party is obliged to take delivery of the purchased items at the moment they are made available to him or handed over to him.
9.2 An agreed delivery time starts on the working day following the day on which the written order was received by us. However, the delivery time does not start until the other party has made all data, documents, any necessary permits, and materials to be processed required for the execution of the agreement available to us.

9.3 The delivery periods specified by us are always approximate and are never strict deadlines. Exceeding such a period does not give the customer the right to dissolve the agreement unless the exceeding of the delivery time is such that, according to the requirements of reasonableness and fairness, the customer can no longer be required to maintain the agreement. If the customer dissolves the agreement, no obligation arises for us to compensate for any damage suffered by the customer in this regard.
9.4 Before the other party can proceed to dissolution, as mentioned in Article 9.2, we must be given notice of default in writing in the event of late delivery and must be granted a period of at least 14 days to still fulfill our obligations.
9.5 The place of delivery is as established in the agreement.
9.6 Each partial delivery is considered and treated as a separate delivery with all associated legal consequences.
9.7 If the customer informs us before delivery that they wish to receive the items at a place other than the agreed place, we will comply with this insofar as this can reasonably be required of us. If complying with this request entails extra costs, the customer is obliged to reimburse us for those extra costs. If we comply with the customer’s request, the provisions of Article 10 of these terms and conditions apply accordingly.
9.8 The customer must ensure that, unless otherwise agreed, any customs documents are returned to the responsible authorities in a timely manner, failing which the associated extra costs will be for the account of the customer.

ARTICLE 10: TRANSPORT
10.1 If we take care of the transport of items intended for the customer, this is done at the expense and risk of the customer in a manner to be determined by us, unless otherwise agreed in writing.
10.2 The General Transport Conditions or the CMR conditions as used in the transport world apply to the transport.
10.3 During transport, the goods are not insured. The customer must take care of this themselves unless otherwise agreed in writing.
10.4 If it appears that delivery is not possible at the place indicated by the customer, the extra costs to be incurred in connection therewith will be for the account of the customer.
10.5 Delivery always takes place alongside the vehicle delivering the items. The customer is obliged to take receipt of the items there. The customer, together with us, takes care of unloading the goods. If the customer fails to do so, the extra costs to be incurred by us as a result will be for their account.
10.6 For delivery of full containers, the unloading time is 2 hours. For each extra hour, €50.00 per hour will be charged.

ARTICLE 11: PACKAGING AND USED PACKAGING MATERIALS
11.1 Unless explicitly stated otherwise by us, packaging is included in the price of our items. Packaging here does not mean commercial packaging. We do not charge a deposit for packaging unless we are required to do so by the government, or this is explicitly stated by us.
11.2 If our goods are delivered on so-called Europallets or on pallets that are part of a pallet pool, we will charge for these pallets as packaging, unless identical, undamaged pallets are returned to us upon delivery.
11.3 If we are obliged by our customer or by the government to take back packaging or used packaging materials supplied by us upon delivery of our products, the associated costs, including any costs of destruction, will be for the account of the customer.
11.4 Packaging such as boxes, pallets, and the like, insofar as not intended for single use, remains our property. The customer remains liable for the packaging sent to them, even if no deposit is charged for it. The customer is obliged to return the empty returnable packaging in their possession to us as soon as possible at the customer’s expense, unless explicitly agreed otherwise.
11.5 Charged packaging material (deposit) will be credited by us after this packaging material has returned to our warehouse undamaged. In case of minor damage, we reserve the right to credit less than the charged deposit. In case of extensive damage, no amount will be credited and the packaging material will be at the disposal of the customer, which we will notify them of.

ARTICLE 12: STORAGE
12.1 If items purchased/ordered by the customer cannot be delivered by us at the agreed time, we will store these items at the risk of the customer. The associated costs will be for the account of the customer.

ARTICLE 13: RETENTION OF TITLE
13.1 All items present at the customer’s premises originating from us remain our property as long as the customer still has any payment obligation towards us, either by virtue of the retention of title included in this article, or by virtue of a non-possessory pledge for which the other party hereby establishes a pledge for our benefit.
13.2 All items delivered and to be delivered by us remain our property until the customer has fulfilled all obligations under all agreements concluded with us.
13.3 The customer is not authorized to alienate or encumber the delivered items in any way before payment has taken place in full, unless we have been informed of this and have agreed to it. If the customer fails to fulfill this obligation, the purchase price is immediately and fully due and payable.
13.4 The customer is obliged to bring the content of this retention of title provision to the attention of those to whom items delivered by us are given in silent pledge, whether or not as security.
13.5 The customer already now grants us the right to enter all those places where our goods are located in occurring cases in order to be able to exercise our property rights.

ARTICLE 14: COMPLAINTS
14.1 The customer must examine (or have examined) the purchased items upon delivery – or as soon as possible thereafter. In doing so, the customer must check in particular whether the delivered items comply with the agreement, namely:
• whether the correct items have been delivered;
• whether the delivered items correspond in terms of quantity with what was agreed;
• whether the delivered items meet the quality requirements or, if these are lacking, the requirements that may be set for normal use and/or commercial purposes.
14.2 Complaints must, with due observance of the provisions of Article 8.4, be made known to us by the customer in writing by registered mail with acknowledgment of receipt within 8 days of receipt of the items.
14.3 Visible shortages/defects and/or damage must be made known by the customer on the waybill or the delivery document.
14.4 If no remark was made on the waybill or receipt upon receipt of the items regarding any damaged items, packaging, and/or containers, this serves as full proof that the buyer received the delivered items at delivery in at least a sound and undamaged state.
14.5 The mere fact that a complaint is investigated does not automatically imply that we acknowledge any liability in this regard.
14.6 A complaint must at least contain a detailed and accurate description of the defect as well as a statement of further data from which it can be inferred that the delivered items rejected by the customer are identical.
14.7 The items to which the complaints relate must remain available for inspection and/or testing by us in the state they were in at the time the defects were observed and may not be resold unless we have given explicit written permission for this. If keeping the items available is impossible, the situation at delivery must be recorded using visual material (photo/film).
14.8 If the complaints concern part of the delivered items, this cannot be a reason for rejection of the entire batch unless the delivered batch in such a case cannot reasonably be considered usable.
14.9 The burden of proof for the statement or statements that there is non-conformity of delivered items rests with the customer. This distribution of the burden of proof applies to alleged defects such as (but not limited to) color differences, delivered quantities or weight, dimensions used, thickness, etc.
14.10 If a complaint regarding a delivered item is justified, we will be held to no more than replacing the rejected item at our expense, or (at our choice) crediting the other party for an amount equal to the price owed by the other party for the rejected item.
14.11 In the event of total replacement or compensation of items, the part already consumed will be taken into account.
14.12 The customer will return the rejected product to us after our prior written consent and under conditions to be determined by us.
14.13 Every claim of the customer expires after he/she has taken the purchased item into use, has processed or treated it, has printed or cut it, or has had it taken into use, processed or treated, printed or cut, or has delivered it to third parties, unless the customer demonstrates that he was reasonably unable to make the complaint known to us at an earlier stage.
14.14 The complaint period for invoices sent by us is 8 days. If the invoice has not been protested in writing within that period, it is deemed to correctly represent the underlying transaction with us.
14.15 After the expiry of the periods mentioned in this article, the customer is deemed to have approved the delivered items or the invoice, and complaints will no longer be processed by us.
14.16 We are released from any liability and are not obliged to accept and/or
investigate complaints about defects if the customer has not strictly fulfilled his payment obligations or other obligations towards us, nor in the event that the customer and/or third parties, whether or not at the request of the customer, have made any changes or repairs to the items delivered by us without our prior written consent.
14.17 Complaints do not give the other party the right to proceed to suspension of payment obligations or other existing obligations towards us.

ARTICLE 15: PAYMENT
15.1 Payment must always take place within 21 days of the invoice date, without any discount or set-off, at our office or by transfer to our bank account indicated on the invoice, unless otherwise agreed in writing.
15.3 We are entitled to require payment in advance upon execution of the agreement.
15.4 If the other party does not pay within the set period, he will be deemed to be in default by operation of law without any summons or notice of default being required.
15.5 From that moment on, the so-called statutory commercial interest will be due as referred to in Article 6:119a and 6:120 paragraph 2 of the Dutch Civil Code, and judicial and extrajudicial costs incurred in order to claim fulfillment, dissolution, and/or compensation will be for the account of the other party, except insofar as we have been ruled against in an irrevocable court decision in that regard.
15.6 The extrajudicial collection costs will be deemed to amount to at least 15% of the amount still due, with a minimum of 250 Euros.
15.7 Failure, late fulfillment, or incomplete fulfillment by the customer of his payment obligations gives us the right to suspend fulfillment or further fulfillment of the agreement on our part until this obligation has been met by the customer. At our choice, we also have the right to dissolve the agreement without prejudice to our right to compensation in connection with the later or non-execution of the agreement.
15.8 Payments made by the customer first serve to settle all interest and costs due and then the due invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.

ARTICLE 16: FORCE MAJEURE
16.1 In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in Law and Jurisprudence, all external causes, foreseen or unforeseen, over which we have no influence, but as a result of which we are unable to fulfill our obligations.
16.2 In the event of force majeure, the execution of the agreement is suspended as long as the state of force majeure makes it impossible for us to execute the agreement.
16.3 In the event of permanent force majeure, we are entitled to dissolve the agreement without being obliged to compensate the other party for any damage.
16.4 If the state of force majeure on our part lasts longer than one month, the other party has the right to dissolve the agreement free of charge, however without being able to claim compensation for damage suffered on his part.

ARTICLE 17: WARRANTY
17.1 We only accept liability for defects of which the customer demonstrates that they arose before or within the warranty period, solely or predominantly as a direct result of incorrect manufacture or incorrect processing chosen by us, or as a result of defective materials used by us. If the defect is the result of any other cause, we are not liable.
17.2 The warranty also expires if the items are used for any purpose other than that for which they are usually supplied.
17.3 Consequences of specific development risks of newly developed items are not covered by the warranty.
17.4 If we are liable under the warranty, this liability is limited to replacing the defective items or refunding the amount invoiced for these defective items, at our discretion. The replacement of items is limited to redelivery excluding freight costs. In the event of replacement, a new warranty is provided for the replacement items, which warranty commences on the day of delivery of the replacement items.
17.5 We are not bound by any warranty:
• if the customer does not fully or timely fulfill his obligations under this agreement or under any other agreement with us;
• if, in the event that we are not the producer of the items delivered by us, the customer has received a warranty from the manufacturer, either directly or through us;
17.6 In the event we are not the manufacturer of items delivered by us, our liability is limited to the liability as accepted by the supplier of those items.

ARTICLE 18: EXCLUSIONS OF LIABILITY
18.1 We are never liable for indirect damage, including in any case consequential damage, lost profit, missed savings, and damage due to business or other stagnation. In the case of a consumer purchase, this limitation does not extend further than is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
18.2 If we are liable, this liability is regulated as follows:
• for defects in delivered items, liability applies as established in Article 17 of these terms and conditions;
• we are only liable if damage is caused by intent or gross negligence on our part or that of our managing subordinates;
• our liability is otherwise limited to the amount of the transaction in question;
• if, however, according to the requirements of reasonableness and fairness, our liability obligation to compensate the amount of the transaction is too small in proportion to the damage suffered by the customer, our liability is limited to a maximum of 125% of the amount of the transaction in question;
• consequential damage is explicitly excluded insofar as it amounts to an amount higher than that for which we are liable based on the above.
18.3 Any further liability is explicitly excluded.
18.4 If the consequences of any damage arising under this agreement could have been insured by the customer, or are normally insured by customers in that industry, we can never be held liable for compensation of the damage suffered.
18.5 We are not liable for costs, damage, and interest that are the direct or indirect result of persons or companies used by us in the execution of the agreement.

ARTICLE 19: PACKAGING UNDER OWN NAME
19.1 If agreed, we print products according to a design by the customer.
19.2 If the customer so wishes and we have agreed this with the customer, we can store printed products in a warehouse for the customer on call. If this option is used, a separate call-off order agreement can be concluded.
19.3 Before proceeding to print products according to a design by the customer, a print proof will be submitted to the customer for assessment. After their approval, we can in no way be held liable for the execution of the printed material if it does not deviate significantly from the print proof.
19.4 For the method of execution, deviations in material and/or color, the provisions included in these general terms and conditions apply.
19.5 We cannot be held liable for color deviations if the color used by us is equal to the sample handed over to us by the customer, or the color number made known to us by the customer.

19.6 We have the right to fully charge all costs related to printing packaging materials according to a design by the customer, such as design drawings, clichés, and printing rollers. We will invoice these costs immediately after the printing work is completed, regardless of the fact that the printed products may be taken on call and consequently can also be invoiced in partial deliveries. Payment of that invoice must take place within the applicable period.
19.7 All design drawings, clichés, printing rollers, and the like made by us or on our behalf, whether or not at the request of our customer, remain our property, even if these have been or are being charged in whole or in part to the customer.
19.8 If no order is placed after a requested quote, the costs of a design made for this purpose and any clichés already manufactured can be charged by us to the other party 3 months after the date of the quote. The other party is obliged to pay these costs.
19.9 Clichés taken into use by or on behalf of our customer are deemed to have been approved.

ARTICLE 20: INDUSTRIAL PROPERTY
20.1 All data, drawings, and images provided by us are protected by copyright. A counterparty is not permitted to copy these documents or give them to third parties for inspection without our explicit permission.
20.2 The copyright on designs, drawings, sketches, lithos, photos, software, models, stamps, cutting dies, clichés, patterns, etc., made by us or on our behalf remains with us at all times. They may never be reproduced or handed over to third parties without our permission. For every day that the Other Party violates the copyright, a fine of at least €25,000.00 per day will be due to us.
20.3 Our counterparty indemnifies us against all consequences of any infringement of any right of third parties if we have used a certain image, drawing, model, or a certain design at the request of our customer.
20.4 If the customer makes auxiliary materials or printed matter available to us to be processed in items purchased from us by the customer, the customer explicitly indemnifies us against possible claims from third parties by virtue of infringement of copyrights and rights from patents, trademarks, or models.

ARTICLE 21: TOLERANCES
21.1 With regard to the agreed specifications, deviations, both upwards and downwards, are permissible.
21.2 Final numbers and/or weights are shown on the delivery note, packing lists or, in the case of container deliveries, the so-called Bill of Lading.
21.3 Invoicing takes place on the basis of the quantity actually delivered. The aim is delivery of full pallets and/or containers.

21.4 With regard to material, we are deemed to have performed properly if the deviations in quality, color, thickness, etc., can be called minor. In assessing whether a delivery exceeds the permissible limits, an average of the total delivered batch must be rejected. Deviations in the color of paper and paperboard do not give the right to a complaint.
21.5 With regard to grammages, thicknesses, and dimensions, the permitted deviations apply as stated on product specification sheets. These are always offered together with the quote. If these are missing, the customer should request them.

ARTICLE 22: PARTIAL INVALIDITY
22.1 If one of the clauses or a part thereof from these general terms and conditions or any part of the underlying agreement should be void or be voided, this shall not affect the remaining content of the clause, the clauses of these general terms and conditions, or the underlying agreement shall remain in force.
22.2 In such a case, the parties will make an arrangement for the void or voided passage that most closely approaches the intention that the parties had with the underlying agreement or with these general terms and conditions.

ARTICLE 23: SCOPE OF PROTECTIVE PROVISIONS
23.1 All agents, representatives, employees, or others who have received an assignment from us, or who have been appointed or employed by us, shall each enjoy the same protection and be entitled to the same exclusions, exemptions, and limitations of liability as shall apply to ourselves under these general terms and conditions or under any agreement concluded with us.

ARTICLE 24: EXPIRATION OF CLAIMS AGAINST US
24.1 Claims for which we have been held liable expire if the customer has not brought legal action against us within 6 months after we have been given written notice and placed in default.

ARTICLE 25: APPLICABLE LAW
25.1 Dutch law applies to the exclusion of any other legal system to all matters concerning these general terms and conditions, the agreement, or the execution of the agreement. The court in Roermond shall serve as the court of first instance in the event of a dispute.

ARTICLE 26: DISPUTES
26.1. Disputes arising from agreements concluded with us shall, at our choice, be settled by the Civil Court in our place of residence.

ARTICLE 27: TRANSLATION
27.1 In the case of translations, the Dutch version shall always be binding.

ARTICLE 28: LOCATION OF TERMS AND CONDITIONS
28.1 These general terms and conditions can be found on the PaperWise website or can be sent upon request. General terms and conditions of Eco Concepts & Products, owner of PaperWise, are filed with the Chamber of Commerce in Eindhoven.
28.2 The version that is always applicable is the latest version or the version as it applied at the time of the offer or the transaction with us.

Weert, November 2019