Terms of trade

GENERAL CONDITIONS OF SALE AND DELIVERY OF PVH – PLATE EN VAN HEUSDE B.V.

Registered in Amsterdam and domiciled in Almere, Palmpolstraat 10, registered with the Chamber of Commerce in Amsterdam on May 19th 1993 under number 2264. Composed by Graydon Nederland BV at Amsterdam. Reproduction- and Copyrights reserved.

I. GENERAL

1. All our offers, contracts and their implementation shall be exclusively subject to the conditions under consideration. Any deviations shall be agreed upon expressly in writing.

2. By “principal” in these terms is understood: any (legal) entity which has entered into, or expressed the intention of entering into, a contract with our company, its representative(s), authorised agent(s), assignee(s) and heirs.

3. The principal’s own conditions remain intact as far as they are not in conflict with the terms at hand. In that case our conditions will, at all times, have precedence, even if precedence has been claimed otherwise.

II. OFFERS

1. All offers made by us, in any form whatever, are free of all obligation, unless expressly stated otherwise.

2. We reserve the right to deliver by reimbursement or to refuse orders without explanation.

III. CONTRACTS

1. Subject the following stipulations, a contract with us will be established only by our written acceptation or confirmation, while the date of confirmation shall be decisive. The confirmation of order is held to state the contract in an exact and complete way, unless the principal has immediately protested against it in writing.

2. Any subsequent supplementary agreements or modifications shall be considered binding only if confirmed by us in writing.

3. The invoice is held to state the contract in an exact and complete way for transactions for which according to their nature and extend, no offer or confirmation of order is sent out, unless objections to it are announced within 3 working days.

4. All contracts are made by us under the suspensive condition, that principal appears- exclusively at our discretion – to have sufficient credit to allow the monetary fulfilment of the contract.

5. On entering into, or subsequent to this contract, we have the right, before complying with our obligations (any further); to insist upon the principal’s giving of certainty that pecuniary, as well as all other obligations, will be met.

6. We are authorised – should we consider it necessary or desirable – after consultation with the principal, call upon others for the correct implementation of the order made to us pursuant to the contract, the costs of which shall be charged to the other party in conformity to the quotation made.

IV. CANCELLATION

1. In case the principal wants to cancel a contract, we reserve the right to charge 10% of the orderprice (incl. V.A.T.) as cancellation costs, while our rights to compensation of loss or damage remain intact.

V. PRICES

1. Unless otherwise stipulated our prices are:

   • based on delivery ex works

   • exclusive of V.A.T., import duties, other taxes, levies and duties,

   • inclusive of the costs of packaging, exclusive of the costs of (un)loading, transport and insurance.

   • in Euro currency, any alterations in the exchange rate shall be charged.

2. In the case of increase in one or more of the cost price factors, we reserve the right to raise the agreed order price; this shall take into account any relevant legal obligations, with the understanding that future price-rises already known when the order was confirmed shall be stated.

VI. DELIVERY

1. Goods bought are at the principal’s risk from the moment of establishing the contract. Unless otherwise agreed, delivery will take place ex works of the producer as expressed in the I.C.C. Incoterms.

2. The principal is obliged to check the delivered goods or packaging immediately upon receipt, and if not, in any case within 3 work days, for any shortcomings and/or damage, or to carry out said check after having been informed by us that the goods are at the disposal of the principal.

3. Any shortcomings and/or damage to the delivered goods and/or its packaging which are present at delivery shall be designated by the principal on the delivery receipt, the invoice and/or the transport documents; the absence of said designation shall be considered the equivalent of approval by the other party of the delivery, and no objections shall thereafter be considered.

4. We are entitled to deliver by instalments, which we may invoice separately.

5. Statement of the time of delivery always takes place approximately, unless expressly agreed otherwise in writing.

6. If the goods, after the expiration of the time of delivery, have not been collected by the principal, they will be stored at his disposal, at his expense and risk.

VII. TRANSPORT/RISK

1. In case we enter into the obligation of transportation, the principal will bear all costs and risks involved;

2. In the absence of further instructions to us by the principal, the method of transport, shipping, packaging, etc. shall be determined by us, as prudent and reasonable men.

3. Unless otherwise agreed upon, the principal will bear all risks involved, including guilt/laches of the transporter.

4. Any specific preferences on the part of the principal concerning transport/shipment shall be carried out only if the other party has declared itself prepared to bear the extra costs thereof.

5. In case we insure the transportation (CIF as expressed in the ICC Incoterms), F.P.A. conditions are valid. In case of damage or loss of goods, the principal is obliged to hold the transport company liable, and to have an independent report drawn up by a Lloyds agent on behalf of the insurance company.

VIII. FORCE MAJEURE

1. Force majeure is understood to mean the following:

   all circumstances, unforeseen or occurring independent of the will of the parties, through which compliance with the agreement can no longer reasonably be demanded by the other party.

2. If, in our opinion, the force majeure will be of a temporary nature, we have the right to suspend the implementation of the agreement until such time that said force majeure is no longer in effect.

3. If, in our opinion, the force majeure is of a permanent nature, the two parties can come to mutual agreement to the dissolution of the contract and the associated consequences.

4. We have the right to claim payment for work performed under the agreement concerned prior to the occurrence of the force majeure.

5. The party subject to force majeure shall immediately inform the other party of this fact.

IX. INTELLECTUAL PROPERTY

1. The principal guarantees at all times that our use of any information or document provided by the principal, will not be contrary to any legal regulation or protected right of a third party.

2. The principal will secure us completely from all direct and/or indirect consequences of claims of third parties to us on account of violation of principals’ guarantee as stipulated overhead.

3. All drawings, moulds, litho’s, design, sketches, models, etc., produced for the implementation of the order by us or on our behalf, are unalienable our property, as is the right of use thereof.

X. LIABILITY

1. We exclude any liability as far as it has not been regulated by Law.

2. Our liability shall never exceed the total amount of the order involved.

3. Except for general legislation of public order and good faith, we exclude any liability for compensation of damages of any kind, direct or indirect, including industrial/commercial damages, to movables and/or immovables and/or persons, concerning both the principal as any third party.

4. In any case we are not liable for damage arising from, or caused by the use of the goods delivered or by the unsuitability thereof for the purpose for which the principal has acquired them.

5. By the acceptance of the goods delivered by, or in the name of the principal, we shall be released from any claims of the principal and/or of third parties for the payment of damages, regardless of whether the damage results from installation and/or manufacturing faults, or through any other cause.

XI. COMPLAINTS

1. Complaints shall be accepted by us only in writing and if they have reached us directly upon receipt of the delivered goods by faximiliair and postal message, and include specific mention of the nature and basis of the objections in question.

2. Complaints about invoices shall likewise be submitted in writing within 14 days after invoice date.

3. After the expiration of the period, it shall be assumed that the principal has approved of the delivery and/or invoice, as the case may be, in which case complaints shall no longer be accepted by us.

4. Should the complaint be considered by us as well founded, we shall then still be obliged only to comply with the delivery contracted.

5. Only if, and in so far as, the complaint is considered well founded shall the obligation to pay be suspended until such time as the complaint has been resolved.

6. Return of the delivery shall be permitted only with our written permission, according to terms determined by us.

XII. GUARANTEE

1. Subject to the following stipulations, we give such a guarantee on delivered products, as was given to us by the producer of those products. Our sole obligation to the principal in this, is to endorse all warranties and our legal rights concerned towards the producer. This guarantee is restricted to arising faults of fabrications and excludes malfunctions due to wastage or consumption.

2. The guarantee is revolved, when the principal and/or others utilises our product with a lack of expertise.

3. The guarantee is revolved, when the principal and/or others perform any repair and/or alterations to our product.

4. When the principal (temporarily) does not meet any of the contractual obligations, the guarantee is revolved for the period of negligence.

XIII. PROPERTY RIGHTS

1. All goods supplied remain our property until full payment, inclusive of eventual interest and costs, has taken place. In case of bankruptcy, suspension of payment, liquidation of the opposite party, or decease (in case the principal is a natural person), we shall be entitled to cancel the order completely or partly, without serving a formal summons or applying for judicial intervention, and to claim back the part of the goods left unpaid. Cancellation and taking back of goods leave our right to compensation of loss or damage intact. In these cases any claim of ours on he principal will be due for payment immediately and completely.

2. The goods may be sold or used by the principal within the framework of its normal business activities but shall neither be given as collateral nor provided as a security for the claims of a third party.

As a surety against the due payment of all our claims, of whatever nature, we shall moreover receive the right of distraint – through the occurrence of the claim – for all those goods in which substances supplied by us have been incorporated, or are a part. The order as signed by the principal, and our written confirmation thereof are valid as a private deed as expressed by law.

XIV. PAYMENT

1. Unless otherwise agreed in writing, payment should be made cash on delivery, without any discount, or by means of a deposit or transfer to a Bank or Giro account we may specify, within8 days after the invoice date. The principal expressly waives all rights of compensation. The exchange rate date indicated on our bank/giro statements is decisive and is therefore considered to be the date of payment.

2. All payments made by the principal are primary used in settlement of eventual interest and collecting costs we made, and secondary of the oldest unpaid invoices.

3. In case the principal:

   a. is declared bankrupt, had submitted a request for suspension of payment, disposes of his assets, calls in the receiver, or all or part of his assets are seized.

   b. dies or is placed under legal guardianship.

   c. fails to meet any of the contractual obligations imposed on him by the Law or by these conditions.

   d. fails to pay an invoice sum or part thereof within the stipulated period,

   e. is subject to strikes or the transfer of his business or a significant part thereof, including of the incorporation of its firm in a company already existing or to be founded, or proceeds to change the goal of its firm, we have the right, pursuant to the occurrence of any one of the aforementioned circumstances, to regard the agreements as void without the necessity for any legal intervention and to demand in its entirety any sum owed us by the principal for services rendered by us, immediately and without warning or the necessity of proof of default, without prejudice to our right to compensation for costs, damages and interest.

XV. COSTS OF INTEREST

1. If payment has not been made within the period specified in the previous article, the principal will be legally in default and liable for interest of according to the legal rate per month (or part of a month) from the date of the invoice on the unpaid amount.

2. All legal and extra-legal costs shall be at the expense of the principal. The principal shall owe extra-legal collection costs of at least 15% of the amount due, including the aforementioned interest.

XVI. APPLICABLE LAW

1. All our offers, agreements and the performance thereof will be governed by the Law of the Netherlands only.

XVII. DISPUTES

1. All disputes, including those which are regarded as such by one party only, resulting from or connected with the contract to which these conditions apply or the conditions involved themselves and their explanation or performance, both of factual and judicial nature, will be subject to the jurisdiction of the Civil Court of our domicile, unless the District Court has been appointed to adjudicate in such disputes.

2. Nevertheless we are entitled to have the dispute settled by arbitrage, in which case we will notify the opposite party in writing. Then, during one month, the latter will have the opportunity to express itself in favour of settlement by the Civil Judge.

3. In the case that the dispute is decided by arbitration, three arbiters shall sit in judgement justly and fairly. Each of the parties shall designate one arbiter and the third shall be designated jointly by the two already appointed. The expenses of the arbiters and their fees shall be born by the parties in the manner decided by the arbiters. To the extent that it does not deviate from the foregoing, the provisions of Book IV of the Civil Code (Wetboek van Burgelijke Rechtsvordering) are applicable.

XVIII. TRANSLATION

1. The terms as drawn up in the Dutch language shall be valid and decisive in case of contrariness or differences in interpretation between the Dutch text and a translation thereof.