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General Terms and Conditions

Biogoodz B.V. General Terms and Conditions
Version June 2022

Article 1. Applicability

  1. These General Delivery and Sales Conditions (hereinafter: Conditions) are applicable to all offers and agreements
    (including but not limited to quotations, sales, deliveries as well as agreements for the execution of activities of
    whatever nature) between Biogoodz B.V., established in Nuenen at Collse Heide 64, Chamber of Commerce number 85845574, (hereinafter: Biogoodz) and
    any counterparty. Deviations from these Conditions are only valid if they have been explicitly agreed upon in writing.
  2. Any conditions of the other party are expressly rejected.
  3. If any provision of these Conditions is invalid or annulled, the other provisions of the
    Conditions will remain in full force. In such a case, Biogoodz and the other party will consult in order to agree on a
    new provision to replace the void or voided provision, taking into account, as much as possible, the objective and the
    scope of the void or voided provision.

Article 2. Offers

  1. All Biogoodz offers are without obligation, unless the offer explicitly states otherwise in writing. An offer made by Biogoodz to the
    counterparty will lapse by operation of law upon expiry of one month after the day on which the offer was sent,
    unless otherwise stated on the offer.
  2. Images, drawings, models, specifications and prices of the products offered by Biogoodz in catalogues, circular letters or otherwise
    are prepared with care but do not bind Biogoodz. The images, drawings, models and specifications are only
    indications of the relevant products and are intended to give a general impression of what Biogoodz has to offer
  3. In the event that a quotation from Biogoodz includes inspections or tests on the material or goods, these will be
    carried out at the manufacturer of the goods and the results of these inspections or tests will be binding on both parties, unless otherwise agreed upon by

Article 3. Not a producer but a (resale) seller

  1. Biogoodz is not the producer or manufacturer but the (re-)seller and supplier of the products or goods sold by it or
    services provided.
  2. The producer or manufacturer of the products sold or goods or services supplied by Biogoodz is stated on the
    packaging of such products and/or will be disclosed by Biogoodz to the purchaser of such products upon first request.
  3. Biogoodz therefore does not accept any liability by virtue of product liability as referred to in article 6:185
    et seq. of the Dutch Civil Code.

Article 4. Agreement

  1. An agreement is concluded at the time that Biogoodz has accepted it in writing or has commenced with the execution thereof
    . Any - later - additional agreements or changes as well as (verbal) agreements and/or commitments made by
    employees of Biogoodz or on behalf of Biogoodz by Biogoodz's sellers, agents, representatives or other
    intermediaries, will only bind Biogoodz if they have been confirmed in writing by the authorised person or persons of Biogoodz.
  2. The invoice
    will also be deemed to be an order confirmation for activities for which, due to their nature and scope, no offer or order confirmation is sent, which is also deemed to reflect the agreement accurately and fully. Biogoodz's administration at
    will be decisive with respect to the provisions in this article, barring proof to the contrary from the other party.
  3. The costs of additions and/or changes to the order or agreement made by the other party shall be borne by the
    other party.
  4. Input errors and other mistakes made by the other party when submitting the order or assignment shall be for the account and
    risk of the other party.
  5. Biogoodz reserves the right to adjust prices, including those of current assignments and offers, if changes occur
    in the currency of countries in which the ordered goods are produced or from which raw materials for manufacturing are obtained
    and the producer or manufacturer passes these changes on to Biogoodz in the form of a higher selling price. In the case of
    , the other party will be entitled to dissolve the contract out of court, provided that this is done in writing to
    within five days of the other party becoming aware of the price change or of the fact that it could have become aware of the price change.
  6. All prices quoted by Biogoodz are exclusive of turnover tax.

  7. Each agreement is entered into on the part of Biogoodz subject to the suspensive condition that the counterparty - exclusively at the discretion of Biogoodz - is sufficiently creditworthy for the financial fulfilment of the agreement and/or provides security
    for the payment if Biogoodz deems such necessary or desirable.

Article 5. Delivery, inspection and returns

  1. A delivery time stated by Biogoodz is based on the circumstances applicable to Biogoodz at the time of concluding the agreement and, in so far as it depends on the performance of third parties, on the information provided to Biogoodz by said third parties. Biogoodz will take the
    delivery time into account as far as possible. However, stated delivery times will never be deemed to be
    deadlines, unless Biogoodz has expressly agreed otherwise with the other party in writing. The other party cannot, therefore, derive any rights from a possible
    delay in delivery by Biogoodz.
  2. All deliveries are made to a location specified by Biogoodz, being Ex Works (EXW) or ex warehouse Biogoodz, unless otherwise agreed upon in writing
    . Biogoodz is entitled to deliver the products in parts, which can be separately invoiced to
  3. All additional costs incurred by Biogoodz as a result of the postponement of delivery on the instructions of the other party
    and/or as a result of the lack of such instructions or changes to the order, will be for the account and risk of the
    other party and will be charged separately by Biogoodz to the other party.
  4. Unless Biogoodz has confirmed otherwise to the other party in writing, orders will be carried out under the following conditions
    a) normal shipments with a net value of less than € 500,- will be sent for the account and risk of the other party by
    b) normal shipments with a net value of € 500,- or more will be delivered for the account (but not for the risk) of Biogoodz at the
    location or residence of the other party;
    c) express shipments will always be sent by Biogoodz for the account and risk of the other party.
    Any freight charges will be advanced by Biogoodz and charged to the other party.
  5. If Biogoodz holds products in stock for the other party, the other party is subject to an obligation to purchase.
    If the other party has not taken delivery of the products upon expiry of the delivery period stated by Biogoodz, they will be stored by Biogoodz at
    for the benefit of the other party. The storage costs will be for the account and risk of the other party. After
    a period of four weeks, Biogoodz will be entitled to (privately) sell these products. The difference between the possible
    lower proceeds and the price charged to the other party, as well as the costs of storage and sale, will be for the account of
    the other party, without prejudice to all other rights of Biogoodz.

  6. The counterparty is obliged to inspect the delivered goods and/or the packaging for any shortcomings or damage immediately upon delivery, or to carry out such inspection upon receipt of notice from Biogoodz that the products are at the disposal of the counterparty,

    The other party must notify Biogoodz in writing of any shortcomings or damage to the delivered goods and/or the packaging present at the time of delivery within 8 days of receipt, failing which the other party will be deemed to have approved that which has been delivered and complaints in respect of which will no longer be dealt with.
  7. All products or goods that show defects or manufacturing faults and are returned, will be accepted by Biogoodz as such
    provided that Biogoodz is notified in writing within a period of 8 days after delivery at the latest.
    They will be replaced free of charge
    , provided that the goods are returned to Biogoodz in the same condition as they were received by the other party.
    Biogoodz will not accept liability for labour costs, extra costs or other costs relating to the possible dismantling/assembly and return of these goods, unless the sender is in the possession of
    Biogoodz's written permission to incur such costs.

Article 6. Complaints

  1. Any complaints regarding invoices sent by Biogoodz must be submitted within 8 days of the invoice date,
    . The other party that has not submitted a complaint within this period will be deemed to have accepted the invoice.
  2. Complaints do not suspend the payment obligation.
  3. The other party shall not be entitled to set-off or compensation.

Article 7. Termination of Agreement

  1. Biogoodz can, in addition to its other rights arising from the agreement and the law, at all times dissolve the agreement with the other party in its entirety at
    or for the part that has not yet been executed, without further notice of default or judicial intervention and
    being required to pay damages to the other party, with immediate effect:

    (a) if the counterparty fails to meet one or more of its obligations under the agreement or other agreements with Biogoodz,
    (b) if the counterparty is declared bankrupt,
    (c) if the counterparty applies for (provisional) suspension of payment or offers a payment arrangement to its creditors,
    (d) if the counterparty's company ceases to exist, discontinues its activities or is wound up,
    (e) if the assets of the other party are attached and this attachment is not lifted within 30 days,
    (f) if the other party is not able to meet its due debts or leaves its due debts unpaid,
    (g) if with regard to the other party an application is submitted for the declaration of applicability of the Dutch Natural Persons Debt Rescheduling Act (Wet
    Schuldsanering Natuurlijke Personen (WSNP)),
    (h) in the event of death.
    If the foregoing provisions are applicable, Biogoodz will be entitled to repossess the products subject to retention of title, as described below at
    , and Biogoodz will be entitled to claim the amount owed to it in a lump sum and in full

    without prejudice to the other rights to which Biogoodz is entitled, such as the right to compensation for costs, damage and interest, including the costs of repossession of the products, and without prejudice to the right of Biogoodz to set off the amount owed to it against any debt owed to the other party or any claim the other party may have against Biogoodz.

Article 8. Payments

  1. Payment conditions shall be agreed upon separately with the other party. If no separate agreements have been made,
    invoices must be paid within 30 days after the invoice date, without any deduction, set-off or compensation, and must be paid
    in the currency stated on the invoice.

  2. In the event that the other party fails to fulfil one or more payment obligations, or fails to do so in time or in full, the other party will be in default without further notice of default being required, and all claims on any account whatsoever by Biogoodz against the other party will be immediately due and payable.
  3. From the due date, the other party will owe Biogoodz the statutory (commercial) interest pursuant to Article 6:119a of the Dutch Civil Code on all overdue payments per month or part of the month, whereby part of a month will be deemed to be
    a full month. In addition, the
    other party shall in this case also owe the extrajudicial and judicial collection costs. The costs to be reimbursed by the other party
    are at least 15% of the amount of the overdue payment, with a minimum of € 40.00 and without prejudice to the right to reimbursement of the full costs by
  4. Any amount received from the other party will first be applied to settle any claims which Biogoodz may have against the
    other party with respect to which Biogoodz has not made a reservation of title in accordance with these Conditions
    Subsequently, any amount received from the other party will first be applied to settle any interest and costs owed as referred to in this article and subsequently to settle any invoices due and payable.

  5. If, at any time, Biogoodz has reasonable doubt as to the creditworthiness of the other party, Biogoodz will not be entitled to perform
    (any further) and, before performing any further, to demand that the other party pays the invoiced amounts in advance at
    or that the other party provides proper security for both the fulfilment of its payment obligations as well as its other obligations.
  6. Biogoodz is entitled to set a credit limit. If such credit limit is exceeded, Biogoodz is entitled to act in accordance with the previous paragraph of this article, i.e.
    . Biogoodz is entitled to change a credit limit by an amount to be determined by Biogoodz
    or to withdraw credit already agreed upon.

Article 9. Retention of title

  1. Biogoodz will remain the owner of all goods sold by Biogoodz until such time as the counterparty has paid the consideration for the goods delivered or to be delivered by Biogoodz pursuant to the agreement at
    or for the work carried out or to be carried out for the counterparty pursuant to such agreement at
    , as well as until such time as the counterparty has paid the claims due to
    's failure to fulfil such an agreement. As long as the other party has not met its obligations, it will be
    holder for Biogoodz with the rights and obligations of a borrower, but will nonetheless bear all risks associated with the application or use
    of the goods. Biogoodz will remain authorised during that period to take possession of its property at all times, under
    . Any payments that have already been made will be settled in all fairness. Until the counterparty has paid the amounts owed to Biogoodz in full
    , Biogoodz will remain the owner of the goods it has sold to the counterparty. The amount payable at
    will in any case include all that which Biogoodz is entitled to claim on the basis of the agreement with the
    counterparty, as well as the loss that is in any way connected with the agreement.
  2. As long as the amount owed has not been paid, Biogoodz will at all times be authorised and the other party will be obliged to demand or deliver the goods respectively

Article 10. Force majeure

  1. Biogoodz accepts no responsibility for delayed dispatch, or non-execution or delayed execution of a
    order, due to force majeure. Force majeure includes, in addition to the provisions of the law and
    jurisprudence, all external causes, foreseen or unforeseen, over which Biogoodz has no influence
    , but which prevent Biogoodz from fulfilling its obligations.
    These include in any case, but are not limited to: fire, accidents, illness, strikes, riots, war, government measures, transport obstructions,
    war, disturbances, strikes, work stoppages, model actions, pandemics, non-fulfilment by a supplier and any
    other cause which Biogoodz was unable to avoid.
  2. If Biogoodz has already fulfilled its obligations in part when the force majeure occurs, or can only partially fulfil its obligations at
    , Biogoodz will be entitled to invoice the already fulfilled obligations separately and the other party
    will be obliged to pay this invoice as if it concerned a separate agreement.

Article 11. Liability

  1. Without prejudice to the guarantee provisions that the other party has or may have towards the producer of the goods, Biogoodz
    excludes any liability towards the other party or a third party for all damage, on any account whatsoever, including
    all direct and indirect damage, such as damage to the products, consequential loss or trading loss, loss of profit or
    loss suffered, with the exception of the liability for damage that is caused by intent or gross negligence on the part of Biogoodz, or its employees
    and/or auxiliary persons engaged by Biogoodz.
  2. The other party is required to adhere strictly to the instructions for use issued by Biogoodz or the producer. In the event that these
    instructions are not followed, each right to compensation will lapse automatically.
  3. Biogoodz is not liable towards the other party for any damage whatsoever, unless such damage is the result of intent or
    gross negligence on the part of Biogoodz. The liability for damage will in no case exceed the invoice amount of the goods or products delivered to the other party by
    Biogoodz to which the damage relates.

Article 12. Other provisions

  1. These Terms and Conditions are available in Dutch and English and shall be sent to
    free of charge at the first request of the other party. When interpreting these Conditions, the interpretation of the Dutch version in the Dutch language shall be decisive.
  2. The legal relationship between Biogoodz and the other party is exclusively governed by Dutch law. The provisions of the
    Vienna Sales Convention are not applicable.
  3. All disputes between Biogoodz and the other party will be submitted to the District Court of 's-Hertogenbosch.
    However, Biogoodz reserves the right at all times to submit a dispute to the court of the domicile or residence of the

Contact details:
Biogoodz B.V.
Collse Heide 64
NL-5674 VN Nuenen

+31 40 295 19 05
Chamber of Commerce number 85845574
VAT: NL 8673 644 60 B01

Deposited with the Chamber of Commerce in Eindhoven, on 10 06 2022