ENGLISH

General Terms and Conditions of Sale

Miscancell B.V.
Hondiustraat 28, 6827 DE, Arnhem, Netherlands
Business Entity: Private Limited Company
Activity: Wholesale of chemical raw materials and chemicals for industrial application (46751)
SBI code: 46751
For any question, please contact Miscancell directly on the following e-mail address: [email protected]

I. Definitions In these General Terms and Conditions of Sale the following have the following meaning:
a. Seller: herein refers to Miscancell B.V.
b. Buyer: herein refers to the party to whom the seller makes a commercial offer, with whom the seller enters into an agreement for the delivery of materials.
c. Materials: herein refers to the products of the seller, i.e. miscanthus and derived materials.
d. Offer: herein refers to the commercial offer made by the seller to the buyer.
e. Order: herein refers to the commercial order by the buyer to purchase from the seller the materials as specified in the offer.
f. Agreement: herein refers to the agreement that is concluded between the parties after the acceptance of the order by the seller.
g. Parties: herein refers to the seller and the buyer jointly.
h. Terms: herein refers to these General Terms and Conditions of Sale by the seller

II. Acceptance of Terms
a. By placing an order with the seller, the buyer accepts these Terms. Any additional or different terms of the buyer are expressly rejected, unless the seller explicitly agrees with these terms prior to the sale in writing by its authorized representatives.
b. By signing of a sales agreement between the parties, in whatever form, the buyer accepts these Terms.

III. General Scope of Applicability
a. These Terms apply to all the seller’s agreements, offers, quotations, advise and any further or subsequent agreements between the seller and/or any of its affiliates, as specified in the purchase order and/or agreement. The General Terms and Conditions of Sale apply to all sales of materials by seller, notwithstanding any conflicting, contrary, or additional terms and conditions in any purchase order or other communication from you.
b. In case of conflict between these Terms and any purchasing or other terms and conditions of buyer, if applicable, these Terms shall prevail at all times, unless expressly agreed differently in writing between the parties.
c. The Dutch version of these Terms is the original version. In the event of any conflict between the Dutch version of these Terms and any translation thereof, the Dutch version prevails.
d. The seller is entitled the right to change these Terms at any time. If modified, the seller will give notice of the changes within 30 days by placing a notice on its website.

IV. Offers, Purchase Orders & Order Confirmation
a. All offers made by the seller are open for acceptance and are made without obligation, within 15 calendar days from the date of issue, unless the seller gives notice that a different period of acceptance applies. The acceptance period is subject to the availability of the materials offered.
b. All purchase orders shall specify the quantity of goods requested, applicable unit prices, delivery place and requested delivery dates within a period of 15 calendar days.
c. Purchase offers are considered binding only when confirmed in writing by the seller. The seller’s offer is to be deemed unconditional and irrevocable only if stated so in writing and if it has a validity term for acceptance.
d. Images, catalogues and/or other information shared by the seller are meant as s general impression of seller’s product and are only provided to the buyer for the purpose of getting an indication of the materials offered.

V. Prices & Terms of Payment
a. The prices for materials shall be those set forth in the seller’s order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
b. Current prices are mentioned in observance of the seller’s specifications and remain valid until the relevant pricelist updating.
c. Prices are inclusive of normal packing materials, but do not include customs duties, transport or insurance costs.
d. Payments shall be made by the buyer no later than the terms established and be made by bank transfer following the seller’s instructions. Invoices shall be paid in full without any deductions and without the set off of any amount, except if the seller agrees in writing prior to the sale or after the seller has sent a credit invoice to the buyer.
e. The buyer is obligated to provide financial information as reasonably requested by the seller for the establishment or continuation of payment terms.
f. Failure to pay any invoice within 30 calendar days of the due date may result in the suspension of delivery or termination of the order. The seller is entitled to charge the statutory commercial interest after expiry of the applicable payment terms.
g. In the event that the buyer is declared bankrupt, is granted a moratorium or suspension of payments, enters into liquidation of its company or if its property or any part thereof is seized, the seller is entitled to take back the delivered materials. The seller is also entitled to terminate the agreement in whole or in part, by giving a written notice and without judicial intervention being required. Additionally, all amounts and claims shall become immediately due and payable, irrespective of any arrangements made or the fact that payment terms have not expired and without prejudice to seller statutory rights or seller’s right to claim full compensation for damages, lost profits, interests and costs incurred.
h. As long as the buyer has not fulfilled its payment obligations in full, the seller is not obliged to make any further deliveries. The previous also applies in the event that the seller, at its discretion, is of the opinion that the buyer creditworthiness has decreased. In that event, the seller is entitled to request additional security for future deliveries of materials, in absence of which the seller is entitled to terminate the agreement, without any obligation to pay damages.

VI. Delivery & Delivery Terms
a. The document provided by seller at the time of delivery is deemed to reflect the correct quantity and quality of the materials, unless the buyer within 5 calendar days after delivery can prove the incorrectness. The buyer is obliged to check the quantity and quality of the materials at the time of delivery.
b. All the delivery terms used by the seller are to be considered as purely indicative except if they are expressly mentioned as binding in writing. In case of non-fulfilment of the buyer’s obligations for delivery, as stated in the agreement between the parties, the seller shall have the right to change delivery terms. Delivery terms start from the date of receipt from the seller of the deposit as provided by the sales agreement.
c. In case of delivery on a call-off basis, the buyer is obliged to call-off the materials within the agreed period, in absence of which the seller is entitled to invoice the materials and store them at buyer’s risk and expense. Alternatively, the seller is entitled to dissolve the agreement by giving written notice.
d. Delivery times provided by the seller are approximates and not to be considered final. In the event that the seller exceeds a delivery time, the seller will not be liable for any damage suffered by the buyer, except in case of willful misconduct or gross negligence by the seller.
e. The buyer shall not be entitled to return delivered materials without the seller’s prior written permission.
f. Upon delivery, the materials are deemed to have been delivered by the seller and accepted by buyer as soon as they have been loaded into or onto the means of transport.
g. The seller reserves the right to make delivery in instalments if deemed necessary.
h. In derogation of other agreements, the seller shall choose the type of transport to be adopted, which will always at the buyer’s expense. The materials are transported at the buyer’s risk, and the seller rejects any responsibility therefore as from the moment that the materials are handed-over to the first carrier.
i. Upon the buyer’s request, the seller may at the buyer’s cost insure the goods against damage caused during transport.

VII. Retention of Title
a. The ownership of the materials will not be transferred to the buyer before the seller has received full payment, without any deduction or set off, for the materials, including due interests, if applicable. Until that moment, the seller remain full owner of the materials.
b. The buyer is not entitled to transfer the ownership of the materials, to which the seller has retained title, to a third party, unless the transfer takes place in the buyer’s ordinary course of business. In such an event the buyer is not entitled to grant a right of pledge and/or another security right on the materials for the benefit of a third party. In the event of resale, the buyer shall stipulate a retention of title by the seller.
c. Notwithstanding this retention of title, the buyer is permitted to process or dispose of the materials delivered under retention of title in the context of his ordinary course of business.
d. If the buyer is in default with regard to the performance of its obligations towards the seller, the seller at the expense of the buyer is entitled to retrieve the materials that are owned by the seller from the place where they are stored. The buyer grants to the seller the irrevocable authorization to enter the areas used by or for the buyer for this purpose.

VIII. Force Majeure
a. Circumstances under which claiming the enforcement of further performance of an agreement towards one of the parties would be unreasonable, or virtually impossible, are considered to be force majeure situation for that party.
b. The party wishing to invoke force majeure shall immediately notify the other party in writing at the beginning and at the end of such circumstances of force majeure.
c. Either party shall be excused from any delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, fire, strikes, lockouts, or other serious labor disputes, riots, earthquakes, floods, explosions, or other acts of nature. Force majeure may also include the interruption of the supply, breakage of machines and/or tools, unavailability of transport, government measures and the event that suppliers of the seller fail to comply with the delivery, which expressly also includes circumstances that cause delays in the normal production process and/or the delivery from the suppliers from which the seller obtains the materials.
d. The obligations and rights of the party that is entitled to invoke force majeure shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have ended, the parties’ respective obligations shall be resumed.
e. If such events prevent performance for more than 90 calendar days, either party may terminate the contract upon 30 calendar days’ written notice.

IX. Remedies and Limitation of Liability
a. The liability of the seller, as referred to in these Terms, as well as any other liability arising from other facts or circumstances, will not exceed the compensation of the invoice value, or re-delivery of similar materials, at the seller’s discretion and insofar as seller is able to supply similar items.
b. Neither party shall be liable for indirect, special, incidental, consequential, or punitive damages, including but not limited to business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation, or loss of customers.
c. The seller shall not be liable for any claims based on its compliance with the buyer’s designs, specifications, or instructions, or the repair, modification, or alteration of any goods by parties other than the seller.
d. In the event the seller imputably fails to perform its obligations under the agreement, the seller must always be granted the opportunity to properly deliver the materials or perform its obligations under the agreement. In that case the seller’s only obligation is – with the exclusion of any further liability than set forth below – at its own discretion to, deliver replacement materials or pro rata credit the amount paid by the buyer.
e. Any communications on the part of the seller with regard to the quality or other characteristics of the materials are only binding if made in writing with the manifest intention by the seller to provide a guarantee. Any liability for damages or losses, both direct and indirect, arising from or in connection with the composition, properties and/or quality of the goods delivered by the seller is expressly excluded, unless these damages or losses are the results of willful misconduct or an act committed with a reckless disregard for the consequences on the part of the seller or its managerial staff.
f. Advice given by the seller to the buyer remains at all times a best efforts obligation and can never give rise to liability of the seller for any direct or indirect damages.
g. Should any of the materials shipped by the seller contain instructions regarding quality and characteristics of the goods, which the goods do not comply to, then the seller’s liability shall not exceed the purchase price agreed upon in the agreement.
h. The seller does not accept any liability for damages with regard to dosage and/or application by the buyer, improper use of the materials by the buyer or the materials not being fit for the purpose.
i. In the event of delivery of products by the seller that it has purchased from third parties, the seller will only provide a warranty on these products if and insofar as it obtains a guarantee for this from his suppliers. In that case, the warranty is identical to the warranty that the seller obtains from his suppliers

X. Complaints
a. The buyer is obliged to check supplied materials for transport damage, quantity and condition immediately upon arrival at the place of delivery before processing. Any transport damage and deviation from the agreed quantity of materials and/or quality must be stated on the consignment note, etc., under penalty of forfeiture of the right to claim this damage, and must also be reported in writing by buyer to seller within 5 calendar days after delivery.
b. In case of hidden defects or defects that could not be noticed by the buyer under its normal attention, any right to complain expires after 3 months after delivery.
c. In case of a complaint, the buyer shall grant the seller the opportunity to investigate the defectiveness or non-compliance, in default of which buyer’s rights will expire. Should the complaint be considered justified by the seller, the seller is either obligated to replace the materials or grant a credit, not exceeding the amount invoiced.
d. In the event of minor deviations in size, weight and/or color or surface structure, the buyer does not have the right to reject the materials.
e. The buyer is deemed to be familiar with the installation instructions associated with the delivery by the seller as they are on the day that they agreement is concluded. The buyer will act in accordance with these regulations.
f. The rights of the buyer will in any case expire after processing of the delivered products or after introduction of the delivered products into the processing process, unless the shortcomings are covered by the explicit warranty issued by the seller with regard to the products.

XI. Cancellation of orders
a. In the event that the buyer fails to perform its obligations towards the seller in any way, the seller shall be entitled to cancel all current orders, even if partially fulfilled.
b. In the event that the buyer cancels an order in whole or in part, the seller is entitled to claim performance of the buyer’s obligations, full compensation for delivered goods and/or services and/ or damages, including costs, interest and loss of profit, without prejudice to any of its other statutory rights.

XII. Warranty & Returns
a. The warranty for all materials shall be considered effective only up to the point of departure from the manufacturing unit. Once the materials are delivered to the specified destination, the warranty period shall expire. No guarantees, whether explicit or implied, shall extend beyond the moment of delivery, and any defects or issues arising thereafter shall not be covered under the warranty.
b. Any warranty for fault not attributable to the seller is expressly excluded. The guarantee is contingent upon the information provided in the Product Data Sheet and is applicable solely to the specifications outlined therein.
c. Whenever the seller requests any faulty materials to be returned for replacement, the buyer assumes, except if agreed otherwise, any transport freight or risk (delivery “carriage free”).
d. The seller’s responsibility is limited to faults arising in the usage conditions as specified in the sales agreement and upon the correct use of the parts involved. It does not cover, in particular, any faults deriving from wrong use nor any alterations made without the seller’s prior written consent.
e. Except in the case of willful misconduct or gross negligence, the seller shall only be bound, in case of contamination, quality loss or non-conformity of the material, to supply replacements for the faulty goods.
f. It is agreed that the above guarantee, i.e. the seller’s obligation to replace the goods, incorporates and replaces any guarantee or liability as provided by the law and excludes any other contractual or tortious liability however arising from the finished products, including, without limitation, refund of damages, gain loss, collection campaigns, idle time losses, loss of clientele or damaged reputation, etc.
g. The materials which have been replaced according to the provisions stated herein shall be made available to the seller for the time necessary for verifying the state of the material.
h. The maximum liability of the seller, also in case of non-predictable damage, shall in no event exceed the agreed price of the faulty product i.e. materials.
i. The seller shall not accept any return of material if not authorized in writing prior to returning. The materials which have been authorized for return shall be accompanied by a relevant DDT (Document of Transport, or equivalent), a description of the problem, and a specific indication of how the product was used. In case the seller has committed itself to adjusting the product, the cost for its shipment back to the buyer is entirely at the buyer’s charge.
j. If the seller accepts the return of the material by the buyer in writing, the seller will repay to the buyer the purchase price of the material within 15 calendar days after receipt of the material. The refund does not include costs of shipment that were charged by the seller or the costs made by the buyer for returning the material, unless agreed otherwise.

XIII. Termination
a. Either party may terminate the agreement concluded between the parties with immediate effect if the other party breaches a material term and fails to remedy the breach within 30 calendar days after receiving notice.
b. Either party may terminate the agreement concluded between the parties in the event of insolvency, bankruptcy, liquidation, or a composition with its creditors of the other party.
c. The seller is entitled to unilaterally terminate the agreement with the buyer, if the buyer fails to fulfill an obligation that constitutes a material shortcoming, which is the case, among others, if the buyer does not pay the seller’s invoices on time or does not call-off orders on time.
d. If a shortcoming in the fulfillment of the obligations with regard to one of the deliveries by the seller to the buyer, gives the seller a well-founded reason to conclude that a material shortcoming will occur with regard to future deliveries, then the seller is entitled, after the observance of a reasonable period, to terminate the agreement with regard to future deliveries. With respect to the termination, the buyer is due to the seller a reasonable compensation for the loss suffered by seller and the lost profit.
e. In the event that the seller terminates the agreement in accordance with this article, all amounts that the seller can claim from buyer for whatever reason will be immediately due and payable.

XIV. Intellectual Property Right Infringement
a. Except if agreed otherwise between the parties, the buyer does not acquire any intellectual property right on any software packages and/or drawings and/or any information released to it by the seller. The buyer undertakes to treat any information received by the seller as confidential. The seller remains the only owner of any intellectual property right relating to the materials
b. If any material delivered hereunder is held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and the buyer is enjoined from using same, the seller may procure to the buyer the right to continue using the material, replace the material with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function, modify the material to make them non-infringing, refund the purchase price of the material minus a reasonable amount for usage.

XV. Insurance
a. The buyer is responsible for obtaining appropriate insurance coverage for goods in transit and during storage.
b. The seller shall maintain appropriate insurance coverage for its liability under these Terms.

XVI. Confidentiality & Data Protection
a. Both parties agree to keep confidential any proprietary information received from the other party for two (2) years.
b. Confidential information shall not be disclosed to third parties without prior written consent of the other party.
c. The confidentiality obligations shall survive the termination of the agreement and/or any other agreements of whatever nature made between the the parties, unless agreed in writing prior to the termination of the agreements.
d. Both parties agree to comply with all applicable data protection laws active in the Netherlands.
e. The seller may process personal data of the buyer for the purpose of performing its obligations under this agreement.

XVII. Governing Law
a. Any dispute, action or proceedings arising directly or indirectly from the contractual relationship between the parties shall be exclusively submitted to the District Court of Gelderland, location Arnhem, Netherlands.
b. All agreements, including any subsequent agreements, entered into by the seller are governed by Dutch law, to which these Terms apply as a supplement and insofar as provisions of a mandatory nature do not oppose this as a deviation.
c. Any dispute, action or proceedings arising out of or in connection with the agreements between the parties shall initially be resolved through good-faith negotiation between the parties.
d. No waiver of any provision of these Terms shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
e. Should any provision of these Terms be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. The invalidity of one provision of these Terms does not affect te validity of other provisions. These remain in force nevertheless.

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