GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF THE PRIVATE LIMITED COMPANY CHAMPRIX BE BV (hereinafter: ‘Champrix BE’) with its registered office at Raymond Delbekestraat 373 (2980) Zoersel, Belgium, version July, 1st 2025.

1             GENERAL

1.1         All offers, quotations and agreements between Champrix BE and Buyers are exclusively governed by these General Conditions of Sale and Delivery (hereinafter: ‘Conditions’).

1.2         Deviations from and amendments to these Conditions are rejected, unless and in so far as expressly accepted by Champrix BE in writing. Any deviation or amendment expressly accepted by Champrix BE applies only to the offer/quotation/order/Agreement in question. In the event of a conflict between these Conditions and Champrix BE’ Order Confirmation, the Order Confirmation prevails. Champrix BE expressly rejects the applicability of any general conditions of Buyer.

1.3         "Buyer" means any legal or natural person to whom Champrix BE supplies Goods and/or services, including the Buyer's representatives, agents, assignees and successors.

1.4         "Agreement" means the agreement and/or further or successive agreements between Champrix BE and the Buyer.

1.5         “Goods” means, the goods sold and/or supplied by Champrix BE to the Buyer with respect to the performance of the Agreement.

1.6         "Consequential Losses" means, inter alia, trading loss, reputational damage, damage due to business interruption, loss owing to stoppage, loss of profit, loss of income, missed savings, the Buyer's loss of use, loss caused by death or injury, costs related to administrative and/or criminal law enforcement by authorities or related to lodging objections to such enforcement, recalls, demurrage/detention and/or legal assistance.

1.7         "Force Majeure" means, inter alia, circumstances that prevent fulfilment of the obligation and which cannot be attributed to Champrix BE. Circumstances that are in any case considered Force Majeure, regardless of whether these circumstances are or were foreseen at the time when the Agreement was concluded, are: strikes, blockades, import, export and/or transit bans and other (national or international) obstructing government measures, transport problems, non-fulfilment of the obligations by Champrix BE if its supplier fails to deliver temporarily and/or properly, boycott of Champrix BE or its suppliers, weather conditions, natural and/or nuclear disasters, epidemics, pandemics, riots, sabotage, fire or other disruptions in Champrix BE’s business and (threat of) war. This listing may not be considered exhaustive.

1.8         “Set Aside” shall have the Dutch meaning of: “ontbinden”.

1.9         If any clause of these Conditions were to be deemed invalid, this does not affect the validity of the other clauses and shall be interpreted in such a manner as to remove the conflict or invalidity.

2             QUOTATIONS, CONCLUSION OF AGREEMENT AND AMENDMENTS

2.1         All Champrix BE’ offers and quotations are without obligation and shall be valid for a maximum of one (1) week, unless expressly stated otherwise in the quotation or offer.

2.2         An Agreement shall only be deemed concluded after written confirmation by Champrix BE of the quotation or offer on which the order was made. The written confirmation of the Agreement will be deemed to reflect the scope and content of the Agreement correctly and in full. Any previous Agreements or promises, which have not been confirmed by Champrix BE in writing, will become void.

2.3         Champrix BE will not be bound for additions or amendments made to the Agreement by Buyer, unless expressly confirmed by Champrix BE in writing.

2.4         Amendments to an order placed by the Buyer, of whatever nature, which entail higher costs than foreseen in Champrix BE’ quotation, will be for the Buyer’s account. Should such amendments result in a reduction of costs, the Buyer cannot derive any rights in that respect.

3             PRICES

3.1         Descriptions and prices in quotations are subject to change and are mere indicative. The Buyer cannot derive any rights from quotations, including any errors in them.

3.2         All prices are exclusive of VAT and based on delivery Ex Works (INCOTERMS 2020), unless otherwise agreed in writing.

3.3         If cost price increasing factors occur after conclusion of the Agreement but before delivery of the Goods, Champrix BE shall be entitled to adjust the agreed price(s) accordingly. Champrix BE will inform the Buyer of such amendment in writing and as soon as reasonably possible.

3.4         If cost price increasing factors occur, independent of any agreement, including, but not limited to: costs for independent controlling authorities, laboratory analysis and legalization costs, these are for buyer’s account.   

4             DELIVERY AND TRANSFER OF RISK

4.1         Delivery of Goods will take place and the risk will transfer to Buyer pursuant to the Incoterm Ex Works (Incoterms 2020), unless a different Incoterm is expressly agreed upon by Champrix BE in writing.

4.2         Champrix BE reserves the right to make partial deliveries of the Goods sold. Every partial delivery shall be considered a separate Agreement, subject to these Conditions. Champrix BE may therefore send an invoice and demand payment for each partial delivery. The Buyer shall not be entitled to claim delays for the remaining part of the delivery and/or suspend or set-off corresponding payments.

5             DELIVERY PERIODS

5.1         Stated delivery times are only an estimation. If the delivery is not made in accordance with the estimation, Champrix BE shall have a reasonable period to deliver the Goods after receipt of a written notice of default from Buyer. Exceeding the delivery period – for whatever reason – does not provide the Buyer the right to wholly or partially Set Aside or terminate (Dutch: ‘opzeggen’) the Agreement, unless and in so far as there is gross negligence or intent on the part of Champrix BE.

5.2         Champrix BE shall never be liable for any (consequential) damage whatsoever, caused by exceeding the stated delivery times.

5.3         The delivery period shall commence upon conclusion of the Agreement and upon performance of Buyer’s (payment) obligations.

6             DOCUMENTS 

6.1         Champrix BE shall be responsible for obtaining the (export) documents required in accordance with the applicable Incoterm. All other documents which may be required are the responsibility of the Buyer.

6.2         If the documents mentioned in clause 6.1 have not been provided to Champrix BE by the Buyer, or not in due time, Champrix BE reserves the right to Set Aside the Agreement wholly or partially without an obligation to undo (Dutch: ‘ongedaanmakingsverplichting’).

7             PACKAGING

7.1         Champrix BE may refuse the means of packaging provided by the Buyer if it believes that this form of transport and/or packaging does not comply with the applicable safety standards. Champrix BE shall never be liable for any damage resulting from the means of packaging provided or used by Buyer.

7.2         The packaging provided by Champrix BE, which also includes pallets and containers, unless they are intended for single use, shall at all times remain Champrix BE’ property. The Buyer is not authorized to transfer ownership or possession of the packaging provided by Champrix BE to third parties, without written permission from Champrix BE.

7.3         Empty packaging is to be returned by the Buyer within six weeks from delivery. If the empty packaging is no longer in good condition, at Champrix BE’ discretion, no refund or credit of the deposit charged shall be made and Champrix BE is allowed to refuse the damaged packaging. The transport of the empty packaging to Champrix BE shall be for the account and risk of the Buyer.

7.4         The Buyer must ascertain that the Goods ordered and the associated packaging, labelling and other information comply with all regulations imposed on them by law, including current European Union regulations and the destination country regulations. Use of the Goods and conformity with these provisions is at the Buyer’s risk. Champrix BE is not responsible for any information or labelling on the packaging that contravenes the legal provisions of the country where the Goods are sold.

8             QUALITY/QUANTITY AND SAMPLES

8.1         The Goods will meet general quality requirements and product specifications. If part of a consignment does not meet general quality requirements and or product specifications the Buyer is not entitled to refuse the whole consignment.

8.2         Product specifications are subject to Champrix BE’ policy of continuous review and improvement. Consequently, Champrix BE reserves the right to alter product specifications of any product without prior notice.

8.3         Champrix BE at its sole discretion may deliver and invoice bulk deliveries at a maximum of 5 % above or below the agreed quantity and/or weight.

8.4         The proportions and weight as declared by Champrix BE in the Packing list  shall be considered final and binding also for invoicing and payment.

8.5         Should the Buyer take samples of a consignment, these must be carefully marked and dated. With the Buyer rests the burden of proof that the samples taken have been taken from the relevant consignment. Samples remain Champrix BE’ property at all times.

9             RETENTION OF TITLE

9.1         The Goods sold and delivered remain Champrix BE’ exclusive property and shall not transfer to the Buyer until all its obligations are performed, including  payment in full of all amounts due to Champrix BE by the Buyer under the present Agreement and/or any other Agreement(s). The retention of title will also extend to any claim Champrix BE may acquire against the Buyer as a result of its failure to perform any obligation or resulting from a claim for any kind of compensation to Champrix BE by the Buyer. As long as the ownership of the Goods has not transferred to the Buyer, the Buyer is not entitled to pledge the Goods, to grant third parties, establish any other right or to treat or process the Goods.

9.2         Before ownership is transferred to the Buyer, the Buyer shall not be entitled to transfer ownership of these Goods to third parties. Nonetheless, the Buyer shall be authorized to resell the Goods within the ordinary course of the Buyer’s business. The Buyer will at all time ensure that Champrix BE can exercise its property rights.

9.3         The Buyer shall store the Goods delivered under retention of title with due care and as recognisable property of Champrix BE.

9.4         Champrix BE may take back the Goods delivered under retention of title and still with the Buyer if the Buyer is in default of any (payment) obligations or runs the risk of having payment difficulties. The Buyer will grant Champrix BE immediate access to its premises and/or buildings at all times for inspection of the Goods and/or to exercise its rights.

9.5         If the Agreement is Set Aside by Champrix BE and the Goods are still subject to a retention of title, the Buyer must immediately return these Goods to Champrix BE.

10          CLAIMS AND RETURN OF DELIVERED GOODS

10.1      Immediately upon delivery the Buyer will examine whether the Goods comply with the Agreement. Any defects found will be reported and confirmed in writing to Champrix BE within 24 hours, failing which the Goods will be deemed to have been delivered in conformity with the matters agreed, in which connection the Buyer will not be able to bring any claim against Champrix BE in respect of any shortcoming(s), unless the Buyer can prove that it was not reasonably in a position to submit the complaint within 24 hours upon receipt of the Goods.

10.2      The Buyer shall submit an accurate and detailed description of its objections concerning the delivered Goods.

10.3      Complaints shall not be accepted if the Buyer has: treated, used or changed the Goods in terms of nature or composition, wholly or partially damaged the Goods, failed to adequately package, store or transport the Goods, or if the Goods have been resold to third parties.

10.4      In case of complaints the Buyer must give Champrix BE the opportunity to inspect and examine the Goods immediately. The Buyer will give Champrix BE the opportunity to have the Goods concerned examined by an independent surveyor. If the complaints turn out to be ill founded, all the reasonable and actual costs of the investigation are for the account of the Buyer. If a complaint is well-founded, Champrix BE shall be liable pursuant to clause 14 of these Conditions. If the complaint is well-founded, the Buyer is not allowed to Set Aside the Agreement or to suspend performance of its obligations towards Champrix BE.

10.5      The Goods delivered by Champrix BE may only be returned, for whatever reason, with prior written consent and under conditions to be set by Champrix BE. Returning the Goods will be at the Buyer’s expense. If the Buyer returns Goods to Champrix BE, the Goods remain for the account and risk of the Buyer. The Buyer is not authorized to set off claims against outstanding invoices. The submission of a complaint does not provide the Buyer the right to suspend its payment obligations.

10.6      All certificates issued in the country of origin, which usually apply to importers as conclusive proof of quality and/or condition, also apply to the Buyer as conclusive proof of quality and/or condition.

11          PAYMENT

11.1      Payment of Champrix BE’ invoices shall be made in accordance with the payment terms set out on the invoice. Under no circumstances is the Buyer entitled to any discount and/or settlement and/or suspension and/or recourse to compensation of any kind.

11.2      If the Buyer fails to fulfil its payment obligation pursuant to clause 11.1 of these Conditions, Champrix BE shall be entitled to Set Aside or suspend the Agreement with the Buyer in full or in part. In case of Setting Aside or suspension under this provision, the Buyer will be fully liable towards Champrix BE for the loss and damage suffered and to be suffered. Furthermore, without prejudice to Champrix BE’ other rights, the Buyer will owe statutory commercial interest on a monthly basis pursuant to Article 6:119a of the Dutch Civil Code on the invoice amount (or on the part still due), from the day the payment term was exceeded until the time of full payment of all unpaid invoices and to suspend further deliveries until the full invoice amount is paid.

11.3      All costs relating to the collection of amounts due to Champrix BE, both judicial and extrajudicial, will be borne by the Buyer.

12          SECURITY OF PAYMENT

12.1      Champrix BE reserves the right to require satisfactory security for payment of the purchase price both before and during the performance of the Agreement. If security of payment is requested, the Buyer shall provide adequate security in a manner indicated by Champrix BE for all its obligations in respect of Agreement performed or still to be performed by Champrix BE in full or in part.

12.2      If the requested security is not provided within seven (7) days of Champrix BE’ request, Champrix BE may Set Aside the Agreement by written declaration without a notice of default, or suspend performance of the Agreement, without an obligation to pay compensation of any kind, without prejudice to Champrix BE’ right to compensation for any damage suffered.

12.3      If payment by Letter of Credit is agreed upon, this is to be in the form of an irrevocable confirmed Letter of Credit. The Letter of Credit will be subjected to the Uniform Customs and Practice for Documentary Credits, latest version to apply.

13          SUSPENSION AND SETTING ASIDE

13.1      If the Buyer defaults in the performance of its obligations in respect of any deliveries already executed by Champrix BE, Champrix BE may suspend its own obligations towards the Buyer and cancel orders or parts thereof which are in the process of execution. The same applies if it becomes apparent that the Buyer does not have the creditworthiness referred to in clause 12 of these Conditions, which will be at Champrix BE’ (credit insurer’s) discretion.

13.2      The amount due to Champrix BE under the Agreement shall become immediately payable in full in case: (i) the Buyer fails to comply with any of its obligations to Champrix BE, (ii) in case of a bankruptcy (application), (iii) (application for) suspension of payment, (iv) death, (v) liquidation or discontinuation of all or part of the Buyer’s business, unless the parties agree to terms under which the rights and obligations under the parties’ Agreement are transferred to a new customer. In all above cases Champrix BE is, without prejudice to its rights and without any obligation to pay compensation, without notice of default or judicial intervention entitled to:

- suspend the performance of the Agreement until payment of any and all amounts that the Buyer owes to Champrix BE has been sufficiently secured; and/or

- suspend all its own payment obligations, if any; and/or

- Set Aside all Agreements with the Buyer in full or in part and with immediate effect.

All this without prejudice to the Buyer’s obligation to pay for Goods already delivered and/or services already provided and without prejudice to any other rights of Champrix BE, including any right to compensation.

13.3      If Champrix BE Sets Aside the Agreement, it is entitled to compensation, at its discretion, for:

a. the negative difference, if any, between the contract price and the market value of the Goods in question on the day of non-performance; and/or

b. the difference between the contract price and the substitute transaction price, all this without prejudice to our rights, including any right to compensation.

13.4      Champrix BE may set off claims or debts against the Buyer, even if the claims and/or debts are not yet due and payable or open for immediate settlement.

13.5      Full or partial non-compliance to the Agreement shall not be considered a shortcoming attributable to Champrix BE, if this is the result of Force Majeure. In the event of Force Majeure, Champrix BE has the right to suspend performance of the Agreement or to Set Aside the Agreement in full or in part without judicial intervention, without any obligation to pay compensation. The Buyer’s obligation to pay for the Goods already delivered and the costs incurred is not affected by this.

14          LIABILITY

14.1      If the Goods delivered do not substantially comply with the Agreement, Champrix BE at its sole discretion may deliver a replacement parcel.

14.2      If the Goods delivered do not comply with the Agreement, the Buyer will only be entitled to compensation of damage or price reduction with observance of the other provisions of this clause. Any liability of Champrix BE is in any case limited to a maximum of €50,000.00, save where the damage is the result of an act or omission of the board or management of Champrix BE either committed with intent to cause that damage or committed recklessly and with the knowledge that this damage would very probably result therefrom.

14.3      Champrix BE shall never be liable for Consequential Losses.

14.4      The Buyer shall indemnify and hold Champrix BE harmless against any and all third-party claims related to the Goods delivered or services provided by Champrix BE.

14.5      If subordinates of Champrix BE and also persons whose services Champrix BE uses for the performance of the Agreement are sued, these persons may rely on any exemption and/or limitation of liability Champrix BE can invoke on the basis of these Conditions or any other statutory or contractual provision.

14.6      In case of Force Majeure, Champrix BE shall have the possibility of fulfilling its obligations as yet after the circumstances that produced the non-attributable shortcoming no longer exist or to terminate the Agreement or the part thereof not yet performed, without owing any compensation to the Buyer in that connection.

15          INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

15.1      Champrix BE expressly reserves all industrial and/or intellectual property rights in respect of quotations issued and all Goods delivered.

15.2      Any signs, logos, labels and the like, whether or not protected by intellectual or industrial property rights, which are located on or in the Goods delivered by Champrix BE, may not be altered, removed from the Goods, imitated or used for other Goods by the Buyer other than with Champrix BE’ express written approval. In addition, the Buyer may not wholly or partially alter the Goods delivered by Champrix BE, without Champrix BE’ written approval. The Buyer shall impose this clause as a third-party clause on its Buyer.

16          SANCTIONS, EXPORT RESTRICTIONS AND ANTI-CORRUPTION

16.1      The Buyer warrants compliance with all applicable sanctions and restrictions laid down in and resulting from all applicable sanction and export control regulations (including but not limited to those of the Netherlands and/or the United States and/or the European Union and/or the United Kingdom and/or the United Nations) in force at the time of the formation of the Agreement and during its performance.

16.2      Champrix BE may Set Aside the Agreement immediately if it knows or reasonably suspects that:

a. the Goods are directly or indirectly intended for sanctioned parties, countries or industries;

b. sanctioned parties are directly or indirectly involved in the financial transaction, or if the financial institutions involved in the transaction have serious doubts about this, as a result of which they do not authorise and/or execute the financial transaction;

c. There is any other sort of circumvention of the objectives of the applicable sanctions and export regulations.

16.3      The Buyer warrants compliance with all relevant and/or applicable anti-corruption laws – including but not limited to – the laws of the Netherlands, the European Union, the United States of America, the United Kingdom and any other country relevant to the performance of the Agreement – in all of its activities related to the performance of the Agreement.

16.4      Champrix BE may Set Aside the Agreement immediately if it reasonably suspects that the Buyer and/or third parties engaged by the Buyer are in breach of the regulations mentioned in clause 16.3.

17          RECALL

17.1      The Buyer must cooperate fully in any required actions – whether or not imposed by the competent authorities and/or applicable legislation – such as a recall or recovery action, spot checks and/or information requests (including informing the Buyer’s customers) if this is reasonably necessary for complying with and monitoring the product safety of the Goods delivered by Champrix BE. The Buyer must ensure that its business operations are organised in such a way that traceability data and any necessary (re)sampling of the delivered Goods can be carried out without delays.

18          LIMITATION

18.1      All claims against Champrix BE shall lapse one (1) year from the date of the Agreement.

19          APPLICABLE LAW AND COMPETENT COURT

19.1      These Conditions and all other Agreements between Buyer and Champrix BE are governed by Dutch law.

19.2      All disputes arising out of or in connection with these Conditions and/or the Agreement(s) between Champrix BE and the Buyer will be settled exclusively by (i) the  Court of Rotterdam in the Netherlands, if the Buyer has its registered office in the European Economic Area (“EEA”), or (ii) where the Buyer is established outside the EEA by means of UNUM Arbitration (https://unum.world/) in Rotterdam, the Netherlands, Subject to the applicability of the UNUM Arbitration Rules.  Notwithstanding the above, Champrix BE is also entitled to bring the claim or action before the Court of the place where the goods are located or the court of the country where the Buyer is established.