GENERAL TERMS AND CONDITIONS

General terms and conditions of Almec Supplies B.V., Afrikalaan 2, 7681 ND Vroomshoop, the Netherlands, registered in the Trade Register of the Netherlands Chamber of Commerce under number 66374626.

This is a translation of the Dutch general terms and conditions of Almec Supplies B.V. In the event of any discrepancy or difference in interpretation between this translation and the Dutch version, the Dutch version shall prevail.

Article 1: Definitions

1. In these general terms and conditions, the following terms shall have the following meanings:
   • Buyer: any natural person or legal entity acting in the course of a profession or business that enters into or intends to enter into an Agreement with Seller;
   • Brands: the brands SQOON®, STORSON®, A-DAPT® and INKSAVE®, together with all associated trade names, logos, figurative marks, word marks, design rights, copyrights and other intellectual property rights;
   • Agreement: any agreement between Seller and Buyer concerning the delivery of Products, including any amendment or supplement thereto;
   • Parties: Seller and Buyer jointly;
   • Premium+ Dealer: a dealer certified as such by Seller that meets the objective qualitative criteria set out in the Premium+ Dealer Policy Document;
   • Products: all goods, materials, parts, accessories, software, services, advice and other performances offered or delivered by Seller;
   • Selective Distribution System: the selective distribution system for the Brands operated by Seller, based on objective qualitative criteria and set up in accordance with the applicable competition legislation;
   • Seller: Almec Supplies B.V., having its registered office and place of business in Vroomshoop at Afrikalaan 2 (7681 ND), the Netherlands, registered in the Trade Register of the Netherlands Chamber of Commerce under number 66374626.
2. Terms defined in the singular shall also include the plural and vice versa, unless the context indicates otherwise.

Article 2: Applicability

1. These general terms and conditions apply to every offer, quotation, order, order confirmation, delivery and Agreement under which Seller delivers Products or otherwise renders performance.
2. These general terms and conditions apply exclusively to agreements with Buyers acting in the course of a profession or business. The statutory provisions on consumer sales expressly do not apply.
3. The applicability of any general terms and conditions of Buyer is expressly rejected. Deviations from these general terms and conditions are only valid if and to the extent that they have been confirmed by Seller in writing.
4. If any provision of these general terms and conditions is wholly or partly null and void or is annulled, the remaining provisions shall remain in full force and effect. In that case, the Parties shall agree on a replacement provision that reflects the purpose and intent of the original provision as closely as possible.
5. These general terms and conditions are available at www.almec.com and will be sent to Buyer free of charge upon first request.

Article 3: Offers and formation of the Agreement

1. All offers, quotations, price quotes and other statements issued by Seller are non-binding, unless expressly stated otherwise in writing therein.
2. An offer or quotation is valid for thirty (30) days from its date, unless a different period of validity is stated. Upon expiry of the period of validity, the offer lapses by operation of law.
3. An Agreement is only concluded once Seller has confirmed an order from Buyer in writing or electronically, or once Seller has actually commenced performance of the order.
4. Seller is not bound by obvious clerical, printing, typesetting, calculation or programming errors in offers, quotations, price lists, catalogues, websites or other data carriers. Buyer cannot derive any rights from such errors.
5. All prices stated by Seller are exclusive of value added tax (VAT), import duties, excise duties, other government levies, and transport, packaging and insurance costs, unless expressly agreed otherwise in writing.
6. If an offer is based on information provided by Buyer, Seller may assume that such information is correct and complete. Any consequences of incorrect or incomplete information shall be entirely for the account and risk of Buyer.
7. Offers apply only to the Products and quantities stated therein and do not automatically apply to repeat orders or future agreements.
8. If, between the time of the offer and the performance of the Agreement, an increase occurs in cost-determining factors, including raw material prices, transport costs, energy prices, labour costs, import duties, taxes or exchange rates, Seller is entitled to adjust the agreed price accordingly. If the price increase exceeds ten percent (10%) of the agreed price, Buyer is entitled to rescind the Agreement in writing with respect to the part not yet performed, provided that it does so within fourteen (14) days after Buyer has been notified of the price increase.

Article 4: Performance of the Agreement

1. Seller shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Insofar as the Agreement relates to the delivery of Products, Seller is obliged to deliver Products that conform to what the parties have agreed, subject to the limitations set out in these general terms and conditions, including the provisions on inspection, complaints, warranty and liability.
3. Seller is entitled to have the Agreement performed wholly or partly by third parties, without the prior consent of Buyer being required.
4. Buyer is obliged to provide Seller in a timely, complete and correct manner with all data, documents, permits, specifications and other information necessary for the performance of the Agreement.
5. If Buyer fails to comply, or fails to comply in time, with the obligations referred to in the previous paragraph, Seller is entitled to suspend performance of the Agreement until the required information has been received. The resulting delay and associated costs shall be for the account of Buyer.
6. If, during the performance of the Agreement, it becomes apparent that additional work or deliveries are necessary for proper performance, the Parties shall consult each other on this. Seller is entitled to suspend the performance of such additional work until agreement has been reached on the financial and other consequences thereof.

Article 5: Delivery, delivery periods and transfer of risk

1. Unless agreed otherwise in writing, delivery takes place in accordance with the Incoterm DDP (Delivered Duty Paid) of Incoterms® 2020, at the delivery address specified by Buyer.
2. Delivery periods stated are indicative and do not constitute strict deadlines, unless expressly agreed otherwise in writing.
3. Exceeding a delivery period does not entitle Buyer to compensation, rescission or suspension of its obligations, unless a strict deadline has been agreed in writing and Seller, after a written notice of default from Buyer granting a reasonable further period for performance, has also failed to deliver within that further period.
4. If delivery proves impossible due to circumstances attributable to Buyer, including refusal to accept delivery or failure to provide necessary information or instructions, Seller is entitled to store the Products for the account and risk of Buyer. In that case, the risk of loss, damage or depreciation of the Products passes to Buyer at the moment the Products were ready for delivery.
5. Seller is entitled to deliver the Products in instalments. Each partial delivery may be invoiced separately and must be paid in accordance with these general terms and conditions.
6. The conditions regarding minimum order size, transport and shipping costs applicable at the time of ordering form part of the Agreement and are published at www.almec.com. Changes thereto apply only to future orders, unless the Parties agree otherwise in writing.

Article 6: Amendment of the Agreement

1. Amendments or supplements to an Agreement are only valid if they have been confirmed by Seller in writing or electronically.
2. If an amendment to the Agreement affects the price, delivery time, specifications or other contractual terms, Seller shall notify Buyer thereof before implementing the amendment.
3. Seller is entitled to refuse a request from Buyer to amend the Agreement if the amendment is not reasonably feasible, leads to disproportionate costs or delay, or conflicts with laws or regulations or with Seller’s business operations.
4. Any additional costs arising from an amendment to the Agreement shall be for the account of Buyer, unless expressly agreed otherwise in writing.

Article 7: Inspection, complaints and returns

1. Buyer is obliged to inspect the delivered Products immediately upon receipt for quantities, visible damage, defects and any deviations from what has been agreed.
2. Any complaints regarding visible defects, transport damage or deviations must be reported by Buyer to Seller in writing, stating reasons, no later than two (2) working days after delivery.
3. Complaints regarding defects that are not immediately apparent must be reported by Buyer to Seller in writing, stating reasons, within fourteen (14) days after Buyer discovered or should reasonably have discovered the defect.
4. Each complaint must contain as complete a description of the defect as possible, including – where possible – the relevant invoice details, product number, serial number, photographs and other relevant information.
5. If Buyer does not complain within the periods stated in this article, any right of Buyer to invoke the defect concerned shall lapse.
6. A complaint does not suspend Buyer’s payment obligations, unless Seller has confirmed otherwise in writing.
7. Products may only be returned with the prior written consent of Seller and in accordance with the return procedure applied by Seller.
8. Prior to each return, Buyer must request a Return Merchandise Authorization (RMA) number via the procedure made available by Seller.
9. Products returned without prior consent, without a valid RMA number or without the required return documentation may be refused by Seller. Any costs related thereto shall be for the account of Buyer.
10. If Seller does not respond to a correctly submitted RMA request within ten (10) working days, Buyer is entitled to return the Products, provided that Buyer has notified Seller thereof in writing in advance.

Article 8: Retention of title

1. All Products delivered by Seller remain the property of Seller until Buyer has fully complied with all obligations arising from any agreement with Seller, including:
   a. payment of the purchase price;
   b. payment of interest and costs;
   c. payment of claims due to failures in the performance of the agreement.
2. As long as ownership of the Products has not passed to Buyer, Buyer is not entitled to:
   a. pledge these Products;
   b. grant any security interest in these Products to third parties;
   c. transfer these Products other than in the ordinary course of business.
3. Buyer is only entitled to resell Products subject to retention of title if this takes place in the ordinary course of business.
4. Buyer undertakes to store the Products subject to retention of title with due care and to insure them adequately against customary risks, including fire, theft, water damage and damage.
5. At Seller’s first request, Buyer must provide insight into the relevant insurance cover.
6. If Buyer fails to fulfil its obligations, or if Seller has good reason to fear that Buyer will not fulfil its obligations, Seller is entitled to take back the Products subject to retention of title.
7. Buyer hereby grants Seller permission in advance to enter all premises where the Products are located in order to exercise its ownership rights.

Article 9: Payment

1. Payment shall be made in accordance with the payment terms determined by Seller, unless agreed otherwise in writing.
2. If no other payment arrangement has been made, delivery takes place on the basis of advance payment or direct debit.
3. In the case of direct debit, the amount due is collected within one to two (1–2) working days after the invoice has been sent.
4. Payment must be made without suspension, discount or set-off, unless this right arises directly from the law or Seller has given its written consent thereto.
5. If Buyer fails to pay within the agreed payment term, Buyer is in default by operation of law without any further notice of default being required.
6. From the moment of default, Buyer owes the statutory commercial interest referred to in Article 6:119a of the Dutch Civil Code, increased by a surcharge of one percent (1%) per month, to the extent permitted by law.
7. All costs incurred by Seller to obtain payment, including extrajudicial collection costs, judicial costs and costs of legal assistance, shall be for the account of Buyer in accordance with Article 23 of these general terms and conditions.
8. If Buyer fails to pay on time, Seller is entitled to:
   a. suspend further performance of existing agreements;
   b. demand additional security for payment;
   c. carry out future deliveries only against advance payment.
9. Suspension by Seller is without prejudice to Seller’s other rights, including rescission and compensation.

Article 10: Warranty

1. Seller grants a contractual warranty of six (6) weeks after delivery on the delivered Products, unless agreed otherwise in writing.
2. If, within the warranty period referred to in Article 10.1, Buyer reports a defect in time in accordance with Article 7, Seller shall, at its option, repair or replace the Product concerned or issue a (partial) credit.
3. The warranty applies only if the defect results from a circumstance that was already present at the time of delivery and does not result from incorrect or improper use, incorrect storage, assembly, installation or application, normal wear and tear, modifications or repairs by or on behalf of Buyer, or other circumstances attributable to Buyer.
4. If Products originate from third parties, Seller’s warranty is limited to the warranty that Seller has obtained from its supplier in respect of these Products, unless agreed otherwise in writing.
5. The warranty set out in this article is without prejudice to any rights of Buyer that cannot be excluded or limited under mandatory statutory provisions.
6. A warranty claim does not suspend Buyer’s payment obligations.

Article 11: Costs in the event of non-performance and extrajudicial costs

1. If Buyer fails to fulfil, or fails to fulfil in time or in full, one or more obligations under the agreement, these general terms and conditions or any other legal relationship with Seller, all reasonable costs incurred by Seller to obtain satisfaction out of court shall be for the account of Buyer.
2. The extrajudicial collection costs are calculated in accordance with Article 23 of these general terms and conditions, unless Seller demonstrates that the costs actually incurred are higher and that these costs were reasonably necessary.
3. In addition to extrajudicial costs, all judicial costs shall also be for the account of Buyer if Buyer is wholly or largely unsuccessful in legal proceedings.
4. Costs as referred to in this article also include:
   a. costs of legal advice and assistance;
   b. costs of bailiffs;
   c. costs associated with attachment;
   d. other costs reasonably necessary for the collection of the claim.

Article 12: Suspension, rescission and termination of the agreement

1. Seller is entitled to suspend performance of the agreement with immediate effect or to rescind the agreement wholly or partly in writing, without being liable to pay any compensation to Buyer, if:
   a. Buyer fails to fulfil its obligations under the agreement, or fails to fulfil them in time or in full;
   b. Buyer fails to fulfil its obligations within a reasonable period set for that purpose;
   c. Buyer applies for bankruptcy, is declared bankrupt, or applies for or is granted a suspension of payments;
   d. Buyer is admitted to the statutory debt restructuring scheme for natural persons;
   e. an attachment is levied on a substantial part of Buyer’s assets;
   f. Seller has good reason to fear that Buyer will not be able to fulfil its obligations;
   g. Buyer is dissolved, liquidated or ceases its business activities.
2. If Buyer fails to fulfil its obligations, all claims of Seller against Buyer become immediately due and payable.
3. Upon termination or rescission of the agreement, provisions which by their nature are intended to survive, including provisions on liability, confidentiality, intellectual property and applicable law, shall remain in full force and effect.
4. Buyer is only entitled to rescind the agreement in writing if:
   a. Seller attributably fails to perform an essential obligation;
   b. Buyer has given Seller written notice of default;
   c. Seller has been given a reasonable period to remedy the failure;
   d. Seller has still not duly performed within that period.
5. Buyer is not entitled to rescission if the failure, given its minor significance, does not justify rescission.
6. If Buyer terminates an agreement without any failure on the part of Seller, Seller is entitled to claim compensation for the damage suffered and costs incurred by it. This compensation amounts to at least twenty percent (20%) of the remaining agreed amount, unless Seller demonstrates that the actual damage is higher.

Article 13: Return obligations upon termination of the agreement

1. If, in the context of the agreement, Seller has made Products, materials, tools, documentation or other items available to Buyer that have remained the property of Seller, Buyer must return these to Seller no later than fifteen (15) days after termination of the agreement.
2. The items must be returned:
   a. complete;
   b. undamaged;
   c. in their original condition;
   d. together with all associated documentation.
3. If Buyer fails to fulfil its return obligation in time, Seller is entitled to charge Buyer the replacement value, repair costs, transport costs and any storage costs.
4. The provisions of this article are without prejudice to Seller’s other rights, including compensation.

Article 14: Liability and indemnification

1. Seller is only liable for direct damage resulting from an attributable failure in the performance of the agreement.
2. Seller’s liability is limited to the amount relating to the Products or services concerned to which the liability relates, up to a maximum of the invoice value of those Products or services.
3. If the liability relates to multiple deliveries, the total liability is limited to the amount paid by Buyer to Seller in the three (3) months preceding the event giving rise to the damage.
4. Seller is never liable for indirect damage, including:
   a. consequential damage;
   b. loss of profit;
   c. loss of turnover;
   d. loss of savings;
   e. business interruption;
   f. loss of data;
   g. reputational damage.
5. The limitations of liability do not apply if the damage is the direct result of intent or deliberate recklessness on the part of Seller or its managerial staff, or if a limitation is not permitted by law.
6. Buyer indemnifies Seller against all third-party claims related to the performance of the agreement, if these claims result from:
   a. acts or omissions of Buyer;
   b. incorrect use of the Products by Buyer or third parties;
   c. use of the Products contrary to instructions or regulations;
   d. circumstances that arose after the transfer of risk.
7. The indemnification does not apply if the third-party claim results solely from an attributable failure or unlawful act of Seller.

Article 15: Force majeure

1. Neither Party is obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance that cannot be attributed to it and for which it cannot be held responsible by law, by a juridical act or according to generally accepted views.
2. Force majeure on the part of Seller includes, among other things:
   a. disruptions in production processes or business operations;
   b. failures by third parties engaged by Seller;
   c. delayed or defective delivery by suppliers;
   d. transport problems;
   e. war, riots, terrorism or civil unrest;
   f. government measures or statutory restrictions;
   g. natural disasters, extreme weather conditions and other calamities;
   h. fire, technical failures, cyber incidents or failure of means of communication;
   i. pandemics or other circumstances that substantially impede normal business operations.
3. If the force majeure situation arises after Seller should have fulfilled its obligations, Seller remains entitled to invoke force majeure if the impediment cannot be attributed to it.
4. During the period of force majeure, Seller’s obligations are suspended.
5. If the force majeure situation lasts longer than two (2) months, both Parties are entitled to rescind the agreement wholly or partly in writing, without either Party being entitled to compensation.
6. To the extent that, at the time the force majeure arose, Seller had already partly fulfilled its obligations or is still able to partly fulfil them, Seller is entitled to invoice the part already performed separately.

Article 16: Indemnification for materials and data supplied by Buyer

1. If Buyer provides Seller with materials, data, designs, files, documents, software or other information for the purpose of performing the agreement, Buyer warrants that the use thereof does not infringe any third-party rights.
2. Buyer fully indemnifies Seller against all third-party claims arising from the use of materials, data or information supplied by Buyer.
3. This indemnification also covers all damage, costs, legal costs and other expenses incurred by Seller as a result of such claims.
4. If Buyer provides electronic files, data carriers or software, Buyer warrants that these are free of viruses, malware, malicious code or other defects that could cause damage to systems, networks or data of Seller or of third parties engaged by Seller.
5. If supplied materials or data turn out not to comply with the warranties in this article, Seller is entitled to suspend performance of the agreement until Buyer has taken appropriate measures.

Article 17: Intellectual property and brand protection

1. All intellectual property rights relating to the materials developed, produced or used by Seller are vested exclusively in Seller or its licensors.
   These include, among other things:
   a. trade names;
   b. trademarks;
   c. logos;
   d. designs;
   e. models;
   f. images;
   g. product information;
   h. technical documentation;
   i. software;
   j. marketing materials;
   k. other creative or technical works.
2. The protected brands of Seller include, among others:
   • SQOON®;
   • STORSON®;
   • A-DAPT®;
   • INKSAVE®.
3. Buyer only obtains a limited, non-exclusive and non-transferable right of use insofar as this is necessary for the normal sale of Products delivered by Seller.
4. Buyer is not permitted, without the prior written consent of Seller, to:
   a. modify Seller’s trademarks, logos or trade names;
   b. offer Products under a different brand name;
   c. modify packaging, labels or product presentations;
   d. register, or have registered, any intellectual property rights of Seller;
   e. disclose Seller’s materials or make them available to third parties.
5. Buyer shall use the marketing materials provided by Seller exclusively in accordance with Seller’s instructions.
6. If Buyer acts in breach of this article, Seller is entitled to demand immediate termination of the right of use, without prejudice to the right to compensation.
7. Seller reserves the right to use knowledge, experience and general insights gained during the cooperation for other purposes, provided that no confidential information of Buyer is disclosed to third parties.

Article 18: Confidentiality

1. The Parties mutually undertake to keep confidential all confidential information they receive in the context of the agreement.
2. Confidential information means all information that can reasonably be assumed to be confidential, including:
   a. commercial information;
   b. pricing information;
   c. customer data;
   d. business processes;
   e. technical information;
   f. strategies and plans.
3. The duty of confidentiality does not apply if disclosure:
   a. is required by law;
   b. is necessary pursuant to a court decision;
   c. takes place with the prior written consent of the other Party.
4. The Parties shall also impose the confidentiality obligation on employees, representatives and third parties engaged who have access to confidential information.
5. The confidentiality obligation remains in force after termination of the agreement.

Article 19: Non-solicitation of staff

1. During the term of the agreement and for twelve (12) months after its termination, Buyer shall not, without the prior written consent of Seller, in respect of employees of Seller or of third parties engaged by Seller who have been directly involved in the performance of the agreement:
   a. employ them directly;
   b. offer them an employment contract;
   c. otherwise have them perform work on a structural basis.
2. The provisions of this article apply only insofar as this is reasonable and compatible with applicable laws and regulations.
3. In the event of a breach of this article, Buyer shall owe an immediately payable penalty of €25,000 per breach, plus €1,000 for each day the breach continues, without prejudice to Seller’s right to claim additional compensation if the actual damage is higher.

Article 20: Third-party clause

1. The provisions of these general terms and conditions relating to the limitation or exclusion of liability, indemnification, intellectual property, confidentiality and other protective provisions are also stipulated for the benefit of:
   a. employees of Seller;
   b. directors and shareholders of Seller;
   c. third parties engaged by Seller;
   d. employees and auxiliary persons of these third parties.
2. The third parties referred to in Article 20.1 may invoke the relevant provisions directly as if they were themselves party to the agreement.
3. This article qualifies as a third-party clause within the meaning of Article 6:253 of the Dutch Civil Code.

Article 21: Disputes

1. All disputes arising from or related to the agreement, these general terms and conditions or the legal relationship between Seller and Buyer are subject exclusively to the competent Dutch court and Dutch rules of procedure.
2. The Parties shall endeavour to resolve a dispute first by mutual consultation before legal proceedings are initiated.
3. If one of the Parties considers that a dispute exists, that Party shall notify the other Party thereof in writing.
4. The Parties shall then attempt to reach an amicable solution for a period of at least thirty (30) days.
5. To the extent permitted by law, disputes shall be submitted exclusively to the competent court of the district in which Seller has its registered office.

Article 22: Applicable law

1. Every agreement between Seller and Buyer, as well as all legal relationships arising therefrom, shall be governed exclusively by Dutch law.
2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG, Vienna Sales Convention) is expressly excluded.
3. If a provision of these general terms and conditions proves to conflict with mandatory law, the remaining provisions shall remain in full force and effect.
4. In that case, the Parties shall consult with a view to replacing the provision concerned with a legally valid provision that reflects the purpose and intent of the original provision as closely as possible.

Article 23: Extrajudicial collection costs

1. If Buyer fails to fulfil its payment obligations in time or in full, Buyer is obliged to reimburse Seller for all reasonable costs of obtaining satisfaction out of court.
2. The extrajudicial collection costs are determined according to the following scale:
   On the first €6,500: 15%
   On the excess up to €13,000: 10%
   On the excess up to €32,500: 8%
   On the excess up to €130,000: 5%
   On amounts exceeding €130,000: 3%
3. The amount referred to in this article is without prejudice to Seller’s right to claim reimbursement of higher costs if Seller can demonstrate that these costs were reasonably necessary.
4. These costs include, among other things:
   a. costs of collection activities;
   b. costs of legal advice;
   c. costs of bailiffs;
   d. costs associated with prejudgment or enforcement measures.
5. Any judicial costs shall also be for the account of Buyer if Buyer is wholly or largely unsuccessful in the proceedings.

Article 24: Selective distribution system and Premium+ Dealers

1. Seller operates, for its brands, including:
   • SQOON®;
   • STORSON®;
   • A-DAPT®;
   • INKSAVE®,
   a selective distribution system.
2. The purpose of the selective distribution system is to:
   a. safeguard the quality of distribution;
   b. protect the reputation and exclusivity of the brands;
   c. promote a uniform presentation of the Products;
   d. ensure a high level of service to end users.
3. The criteria for participation in the selective distribution system are based on objective, transparent and proportionate quality criteria.
4. These criteria are applied in a uniform and non-discriminatory manner to all potential and existing dealers.
5. Premium+ Dealer status can only be obtained if Buyer meets the conditions set out in Seller’s Premium+ Dealer Policy Document.
6. The Premium+ Dealer Policy Document forms an integral part of the contractual relationship between Seller and a Premium+ Dealer.
7. Seller assesses applications for Premium+ Dealer status within a reasonable period and states the reasons for any rejection.
8. The selective distribution system is applied in compliance with the applicable European and Dutch competition rules, including:
   a. Article 101 of the Treaty on the Functioning of the European Union (TFEU);
   b. Article 6 of the Dutch Competition Act (Mededingingswet);
   c. the applicable European regulations on vertical agreements.

Article 25: Sales via marketplaces

1. The sale of Products of the Brands via online marketplaces is permitted only to Premium+ Dealers, unless Seller has agreed otherwise in writing in advance.
2. Marketplaces include, among others:
   a. Amazon;
   b. Bol.com;
   c. comparable online sales platforms on which Products are offered to consumers or business customers.
3. The restriction referred to in this article forms part of Seller’s selective distribution system and serves to protect:
   a. brand value;
   b. product presentation;
   c. customer service;
   d. quality of distribution.
4. A dealer who offers Products via marketplaces without permission acts in breach of these general terms and conditions.
5. Seller reserves the right to take appropriate measures in accordance with Article 27.

Article 26: Product quality and sales conditions for Premium+ Dealers

1. Premium+ Dealers offering Products of Seller’s Brands are obliged to carefully safeguard the quality, presentation and reputation of these Brands.
2. Premium+ Dealers shall offer and sell the Products only in the condition in which they were delivered by Seller, unless Seller has given prior written consent to modifications.
3. Premium+ Dealers are not permitted to:
   a. modify, repackage or relabel Products;
   b. modify packaging, product information or technical documentation without the prior consent of Seller;
   c. publish incorrect, misleading or incomplete information about the Products;
   d. present the Brands or Products in a manner that is detrimental to their reputation or commercial image.
4. When selling Products via their own sales channels and/or marketplaces, Premium+ Dealers must ensure:
   a. correct product information;
   b. professional customer service;
   c. appropriate handling of questions, complaints and returns;
   d. compliance with applicable laws and regulations.
5. Premium+ Dealers are obliged to comply with Seller’s guidelines and quality standards as set out in the Premium+ Dealer Policy Document.
6. Seller reserves the right to periodically verify whether Premium+ Dealers meet the applicable quality criteria.

Article 27: Breaches, measures and sanctions

1. If Buyer or a Premium+ Dealer acts in breach of these general terms and conditions, the Premium+ Dealer Policy Document, the agreement or Seller’s brand conditions, Seller is entitled to take appropriate measures.
2. Depending on the nature, seriousness and circumstances of the breach, Seller may take the following measures, among others:
   a. a written warning;
   b. imposing a period for remedy;
   c. temporary suspension of deliveries;
   d. temporary suspension of Premium+ Dealer status;
   e. withdrawal of Premium+ Dealer status;
   f. restriction or termination of access to Seller’s digital sales environments;
   g. termination of the business relationship;
   h. taking legal action, including a claim for compensation.
3. When imposing measures, Seller takes into account:
   a. the nature and seriousness of the breach;
   b. the consequences for the Brands and other dealers;
   c. the degree of culpability;
   d. previous breaches.
4. In the case of non-serious or remediable breaches, Seller shall in principle first issue a written warning and offer Buyer a reasonable period to remedy the breach.
5. An immediate measure may be taken in the event of a serious breach, including:
   a. unauthorised use of Brands or logos;
   b. sale of Products by unauthorised parties;
   c. counterfeiting or falsification of Products;
   d. conduct that causes serious harm to the reputation of the Brands;
   e. structural breach of the distribution conditions.
6. Taking a measure is without prejudice to Seller’s right to full compensation.

Article 28: Non-competition and resale

1. Buyer shall refrain from acts aimed at unfairly undermining Seller’s commercial position, brand value or distribution structure.
2. Buyer is not permitted to:
   a. sell Seller’s Products outside the agreed distribution channels if this undermines the selective distribution structure;
   b. knowingly make Seller’s Products available to parties that Buyer knows or should reasonably know act in breach of Seller’s distribution conditions;
   c. offer Seller’s Products in circumstances that may damage the reputation of the Brands.
3. The provisions of this article shall only be applied to the extent permitted under applicable competition law, including Article 101 TFEU, Article 6 of the Dutch Competition Act and the applicable block exemption regulations.
4. No provision of this article is intended to bring about prohibited anti-competitive agreements.

Article 29: Final provisions

1. These general terms and conditions replace all previous versions of the general terms and conditions of Almec Supplies B.V.
2. Seller is entitled to amend or supplement these general terms and conditions from time to time.
3. Amendments apply only to new agreements, unless agreed otherwise in writing.
4. For existing agreements, amended general terms and conditions apply from the moment they have been provided to Buyer in writing, subject to any statutory requirements.
5. If any provision of these general terms and conditions is wholly or partly null and void or is annulled, the remaining provisions shall remain in full force and effect.
6. The Parties shall consult in order to replace the provision concerned with a provision that reflects the purpose and intent of the original provision as closely as possible.
7. The most recent version of these general terms and conditions is available on the website of Almec Supplies B.V.: www.almec.com / www.almec.nl

Almec Supplies B.V.