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General Terms & Conditions Dilmah Europe BV

1. Applicability

1.1 These general terms and conditions apply to all offers, quotations, agreements, deliveries, and services of Dilmah Europe B.V. (hereinafter: Dilmah), except insofar as other written agreements have been made with the other party (hereinafter: purchaser).

1.2 Conditions of buyers do not apply, unless Dilmah has expressly accepted them in writing.

2. Offers

2.1 Dilmah's offers are without obligation, unless expressly stated otherwise and are valid for 60 days from the date of the offer. 2.2 Changes in the range and composition, sizes, weight, and appearance of the products are reserved.

3. Conclusion of agreement 

3.1 An agreement is only concluded after Dilmah has confirmed an order in writing or as soon as Dilmah has delivered.

3.2 The risk of errors or mistakes because of telephone or verbal orders lies with the buyer.

4. Prices

4.1 Prices quoted by Dilmah are, unless otherwise agreed, exclusive of value added tax (VAT).

4.2 The prices made known by Dilmah in price lists or otherwise are not binding on Dilmah.

After the agreement has been concluded, Dilmah is entitled to increase the agreed prices, including in the event of interim price increases of goods that third parties are involved, freight costs, wages, social security charges, nuisance and depreciation of the Dutch and/or increase in foreign currency.

The buyer has the right to waive the purchase of items whose price increase exceeds 10% by means of a written statement to Dilmah. This written notification must be made immediately after the buyer has been informed of the price increase. The buyer does not have this right if the price increase is the result of an increase in freight or customs rates or if the price is increased because of the law.

4.3 Dilmah is not obliged to deliver at a stated price if this price is based on a printing or writing error.

4.4 For orders under 150 euros, freight costs of at least 10 euros excluding VAT will be charged, unless other agreements have been made about prepaid amounts.

5. Transport, delivery and risk

5.1 The goods will be shipped in the manner that Dilmah deems most appropriate. If the buyer wishes a different mode of transport, the associated additional costs will be borne by the buyer.

5.2 The delivery times specified by Dilmah are adhered to as much as possible but cannot be guaranteed. Exceeding the delivery time does not entitle the buyer to compensation, dissolution of the agreement or non-compliance with any obligation arising for him from this agreement.

5.3 The goods to be delivered by Dilmah are for the buyer from the moment of delivery

its account and risk. Delivery is in principle made by the goods in the actual

power of the buyer at the place of unloading, whereby delivery is deemed to have taken place as soon as the goods have left the means of transport. If the goods are delivered to a third party who holds the goods for the buyer, this is equated with coming under the actual control of the buyer.

6. Complaints

6.1 The buyer must inspect the purchased items (or have them inspected) upon delivery. Complaints regarding the numbers of delivered packages and the visible state

thereof must be noted on the consignment note or the receipt upon acceptance and must be passed on to Dilmah within 2 working days of receipt, failing which the right to complain will lapse.

6.2 Defects that are not visible at first sight must be reported to Dilmah in writing within 2 working days after discovery.

6.3 Complaints about invoices must be reported to Dilmah within 21 days after delivery.

6.4 After the expiry of the periods referred to in Articles 6.1 to 6.3, the buyer is deemed to have found the goods delivered and invoices issued in order.

6.5 The goods to which the complaint relates must be kept at the disposal of Dilmah. If Dilmah so requests, the goods must be returned to Dilmah. Return shipments freight are at the expense and risk of the buyer and must be covered by the buyer. If the complaint is justified, the reasonable freight costs of the return will be reimbursed by Dilmah to the buyer.

6.6 If the goods have been processed, repackaged or in any other way the original condition of the delivered goods has been changed, the right to complain lapses.

6.7 If the complaint is justified, the buyer is entitled to replacement or supplementation of the purchased goods, or credit up to a maximum of the invoice value of the goods concerned. There is no right to compensation.

6.8 Minor deviations in quality, quantity, size, colour, size and the like that are considered acceptable or technically unavoidable do not constitute grounds for complaint.

6.9 Complaints do not dissolve the purchase agreement. They do not entitle the buyer to withhold or suspend payment for these or other deliveries.

7. Payment

7.1 Insofar as no other payment conditions have been agreed, payment must be made by direct debit. The day of payment is the day of transfer to one of Dilmah's bank account numbers.

7.2 After the payment term has expired, the buyer is in default without notice of default

and from that date he owes an interest of 1% per month or part thereof on the amount owed, even if deferral of payment is agreed.

7.3 In the case of payment based on a direct debit authorization, the buyer must ensure that there is sufficient balance available at the time of debiting the account for which the direct debit was issued. If the collection carried out by Dilmah is reversed, Dilmah is entitled to charge reasonable administration costs when the buyer is reminded of this.

7.4 In the case of COD shipments, the buyer owes an amount of 10 euros excluding VAT to cover the processing costs per delivery.

7.5 Payments made by the buyer serve in the first place to settle all interest and costs owed, and then to settle due and payable invoices that have been outstanding the longest.

7.6 If the buyer is in default or in default with the fulfillment of one or more of his obligations towards Dilmah, then the reasonable costs for obtaining payment out of court will be borne by the buyer. These extrajudicial costs are set at 15% of the amount due with a minimum of 50 euros.

7.7 If the buyer is in default vis-à-vis Dilmah with the fulfillment of one or more (payment) obligations, or if Dilmah has good reasons to doubt strict compliance, all claims of Dilmah against the buyer are immediately due and payable. In that case, Dilmah also has the right to suspend the further execution of any current agreement between it and the buyer until such payment has been made, while cash payment or advance payment can also be requested for the further delivery.

7.8 A written statement from the buyer is required for settlement, which means that the buyer invokes settlement.

The buyer is only authorized to set off its own due and payable claims with due and payable claims of Dilmah, if the extent of the buyer's claims can be easily determined and the claim or the amount thereof is not disputed by Dilmah. Dilmah is deemed not to dispute the proposed settlement if Dilmah does not indicate to the buyer within one week of receipt of the settlement statement that it does not agree with the proposed settlement.

8. Retention of title

8.1 Goods delivered by Dilmah remain the property of Dilmah, as long as the buyer has not fully paid the invoice amount and any interest and additional collection costs.

8.2 Goods delivered by Dilmah that fall under the retention of title in paragraph 1 may only be resold in the context of the buyer's normal business operations. In the event of bankruptcy or suspension of payments, resale in the context of normal business operations is also not permitted.

8.3 If the buyer does not fulfill his obligations or there is a well-founded fear that he will not do so, Dilmah has the right to deliver goods to which the referred to in paragraph 1 retention of title rests with the buyer or third parties who hold the item for the buyer to remove or have them removed. The buyer is obliged to fully cooperate in this, on pain of a fine of 10% of the amount owed by him per day, with a minimum of 100 euros. After repossession, the buyer will be credited for the market value, which can in no case be higher than the original purchase price, less the costs of the repossession with a minimum of 10% of the original purchase price.

8.4 If third parties wish to establish or assert any right to the goods delivered subject to retention of title, the buyer is obliged to inform Dilmah of this as soon as reasonably possible.

8.5 The buyer undertakes to cooperate within reasonable limits with all measures that Dilmah wishes to take to protect its property rights with regard to the delivered goods, for example by cooperating with an assignment in the event of resale, loss or damage to unpaid items.

9. Force Majeure

9.1 Force majeure applies to Dilmah: circumstances beyond the fault of Dilmah, because of which Dilmah is prevented from fulfilling the agreement, and which is also not for the account of Dilmah under the law or generally accepted. The following circumstances are in any case not considered to be for the account of Dilmah:

strikes, traffic, transport or business disruptions, riots, government measures that prevent Dilmah from fulfilling its obligations temporarily or properly, failing to do so.

9.2 In case of force majeure, the delivery, and other obligations of Dilmah are suspended. The obligations are revived if fulfillment of the obligations is reasonably possible again.

9.3 Dilmah also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Dilmah should have fulfilled its obligation.

9.4 If, when the force majeure occurs, Dilmah has already partially fulfilled its obligations, or can only partially fulfill its obligations, Dilmah is entitled to invoice the part already delivered or the part that can be delivered separately and the buyer is obliged to pay this invoice as it was a separate contract.

10. Liability

10.1 Dilmah is not liable for damage because of force majeure.

10.2 Dilmah accepts liability if and insofar as it is covered by its Liability Insurance for Businesses. If this insurance does not pay out in any case, the following applies.

10.3 Dilmah is only liable for direct damage suffered by the buyer. Direct damage within the meaning of this article is exclusively understood to mean:

a. reasonable costs incurred by the buyer to have Dilmah's performance comply with the agreement concluded.

b. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of this article.

c. reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to limitation of direct damage within the meaning of this article.

10.4 Dilmah's liability for indirect damage is expressly excluded. In this context, indirect damage includes consequential damage, lost profit, lost savings, damage due to business interruption, damage due to delays, damage due to exceeding the delivery times and any

other damage as referred to in Article 11 paragraph 3.

10.5 The amount of liability is limited to the amount of the invoice with a maximum of 5000 euros, on the understanding that this limitation does not apply if the damage is the result of gross negligence or intent on the part of Dilmah demonstrated by the buyer.

10.6 A condition for the existence of any right to compensation is that the buyer reports the damage to Dilmah in writing within two days after it has arisen. Furthermore, the right to compensation only arises if Dilmah, after written notice of default, continues to fail after the expiry of the reasonable term stated therein. The notice of default must contain as detailed a description as possible of Dilmah's shortcoming, in order to give Dilmah the opportunity to respond adequately.

10.7 The buyer indemnifies Dilmah against claims from third parties as a result of items delivered and/or made available by Dilmah.

10.8 A series of related damage-causing events is regarded as one event for the purposes of this article.

11. Termination of the agreement

11.1 Dilmah has the right to terminate the agreement with the buyer with immediate effect for the future by means of a written notice without (further) notice of default if:

a. despite proper notice of default, the buyer imputably fails to fulfill any obligation resting on him;

b. the buyer is granted a suspension of payments, the buyer is declared bankrupt, the buyer submits a request for application of a debt rescheduling scheme or the buyer is placed under guardianship or administration;

c. attachment is levied on the buyer in respect of substantial debts and this attachment is maintained for longer than two months;

d. the buyer ceases all or part of its business operations or otherwise liquidates it and/or radically changes its business activities or transfers it to a third party without Dilmah's written permission.

11.2 In the event of termination of the agreement, all payments owed by the buyer to Dilmah are immediately due and payable in full.

11.3 Dilmah is not obliged to pay compensation or any payment towards the buyer due to the aforementioned termination of the agreement.

12. Disputes

12.1 If a dispute arises between the parties about the conclusion, the interpretation, the implementation, or the non-execution or the incorrect or late execution of an agreement concluded between the parties or other legal relationship, or if one of the parties believes that such a dispute arises parties are obliged to try to reach an agreement through consultation.

12.2 Dutch law applies to every agreement between Dilmah and the buyer.

12.3 If consultations have not resulted in anything, and one of the parties wishes to submit the dispute to the court, the latter will submit the dispute to the Amsterdam District Court, unless mandatory law prescribes otherwise.

13. Amendments

Dilmah is authorized to make reasonable amendments to these terms and conditions. These changes come into effect 14 days after the text has been sent to Dilmah's relations.