GENERAL DELIVERY CONDITIONS DR GRAPHICS B.V.

DR Graphics (formerly De Ruiter Graphics) is an independent producer and supplier of products and services for the graphic industry. The product package includes (pressure) water treatment, air humidification, mixing and dosing equipment for printing inks, and a wide range of materials and parts pre-press supplies for printing presses and finishing.

Article 1. Definitions

In these terms and conditions ("Conditions") the following is meant by:

DR Graphics: DR Graphics bv, its legal successors under universal title and all companies affiliated with it or with these legal successors;

Assignment: every assignment from the Client, in whatever form;

Client: any natural or legal person who negotiates with DR Graphics on the conclusion of an agreement or with whom DR Graphics bv concludes an agreement;

Agreement: every Agreement that comes into being between DR Graphics bv and the Client, any amendment thereto or addition thereto, as well as all (legal) acts in preparation and in execution of that Agreement;

Products: all matters that are the subject of an Agreement;

Article 2. Applicability

2.1. These Conditions form part of every Agreement between DR Graphics bv and the Client and are applicable to all related acts and legal acts of DR Graphics bv and the Client.

2.2. The applicability of any general or specific conditions or stipulations of the Client is explicitly rejected by DR Graphics bv.

2.3. Deviations from or additions to the Conditions only apply if DR Graphics bv has agreed to this in writing, and only relate to the relevant Agreement.

2.4 If any provision of these terms and conditions would be invalid, would be annulled or non-binding, the remaining provisions of these terms and conditions shall nevertheless remain in force. In that case, the parties will agree on what works for the specific case that the disputed stipulation is in, using the same scope as the former provision as much as possible.

Article 3. Price

3.1. Unless otherwise agreed, all quoted prices are expressed in Euros excluding sales tax (VAT) and other levies and/or taxes. Also excluded are the costs of packaging and shipping, import and export duties and excise duties, as well as any levies and taxes associated with this. These are therefore at the expense of the Client.

3.2. The prices are based on the circumstances prevailing at the time of the conclusion of the Agreement for DR Graphics bv, such as exchange rates, purchase prices, freight rates, import and export duties, excise duties, levies and taxes imposed directly or indirectly by the Client or by third parties will be charged to the Client

If these circumstances change after the conclusion of the Agreement but before the delivery, DR Graphics bv has the right to charge the Client the costs arising from this after 3 months after the conclusion of the agreement.

Article 4. Offer and realisation of the Agreement

4.1.  A quota or (price) statement does not bind DR Graphics bv and is only valid as an invitation to place an Assignment.

4.2.  An Agreement is only concluded if and insofar as DR Graphics bv accepts an Assignment in writing or is given execution to an Assignment by DR Graphics bv.

4.3.  All specifications by DR Graphics bv of dimensions, colour and/or other indications of the Products are done with care. However, DR Graphics bv cannot guarantee that no deviations will occur in this respect. Samples, drawings or models shown or provided are only indications of the relevant Products.

Article 5. Adjustment to the Assignment

5.1.    If changes are made to the original Order at the Client's request, the additional costs associated therewith will be borne by the Client.

5.2.    If the changes referred to in paragraph 1 of this article have the effect of exceeding the originally agreed delivery period, this exceeding will be for the account and risk of the Client.

Article 6. Payment

6.1.   The Client will pay the amounts charged to DR Graphics within 30 days of the invoice date. Delivery takes place after full payment, unless otherwise agreed.

6.2.   The Client is not authorised to set off. The Client also has no right to suspend any payment obligation towards DR Graphics bv, other than as agreed in article 10 of these terms and conditions.

6.3.   Payments must be made by transfer to the bank account indicated by DR Graphics bv.

6.4.   By the mere expiration of a payment term, the Client is in default. In that case all claims, for whatever reason, of DR Graphics bv on the Client are immediately due and payable.

6.5.   The Client is without further notice of default, on all amounts that are not paid at the latest on the last day of the payment term, from that day the interest equals the statutory commercial interest applicable at that time in the Netherlands.

6.6.   In the event of late payment as referred to in paragraph 1 of this article, the Client shall be obliged to pay full compensation for both extrajudicial and judicial costs in addition to the amount due and the interest thereon. The extrajudicial collection costs are calculated in accordance with the Reimbursement for Extrajudicial Collection Costs Decree, or the then current regulations, if possible to be increased by the turnover tax due.

Article 7. Reservation of ownership

7.1.     All Products delivered to the Client by DR Graphics bv shall remain the property of DR Graphics bv, until the Client has paid in full all that it owes or will owe to DR Graphics bv under any agreement.

7.2.     Before the ownership of the Products has passed to the Client, the Client is not entitled to rent or give the Products to third parties, to pledge or to encumber them in any other way.

7.3.     If and as long as DR Graphics bv owns the Products, the Client will immediately notify DR Graphics bv when the Products are (threatened) to be seized or otherwise claimed to be (or any part of) the Products. In addition, the Client will inform DR Graphics bv at the first request of DR Graphics bv where the Products, of which DR Graphics bv owns, are located.

7.4.     In the event of seizure, (provisional) suspension of payment or bankruptcy, the Client shall immediately point out to the attachment bailiff, the administrator or the receiver the (ownership) rights of DR Graphics bv. The Client must do everything in its power to make sure a claim on the Products is promptly lifted and the damage resulting therefrom will be reimbursed to DR Graphics bv.

Article 8. Delivery and risk

8.1. If transport by DR Graphics bv of the delivered Products has been agreed upon, this shall be for the account of the Client, unless carriage paid delivery has been agreed. The client always bears the risk during transport.

8.2. If the conditions referred to in the previous paragraph have not been agreed, the delivery and the transfer of risk of the Products shall always take place at the place and time at which the Products are ready to be collected by the Client.

8.3. DR Graphics bv will inform the Client of the time and place where the Products can be collected or delivered.

8.4. The Client is in default without notice of default if he does not pick up the Products to be delivered at the agreed time or, if delivery has been agreed to his address, refuses to accept the Products. In that case, DR Graphics bv is entitled to store the Products at the expense and risk of the Client or to sell them to a third party. The Client will continue to owe the purchase price, plus the interest and costs (by way of compensation), but will be reduced, where appropriate, by the net proceeds of the sale to that third party.

8.5. The risk of loss, damage or depreciation is in principle transferred to the Client at the time when the Products come under the authority of the Client, with due observance of the provisions in art. 8.1. in particular.

8.6. DR Graphics bv has the right at all times to deliver Products in parts.

Article 9. Delivery term

9.1. A delivery term specified by DR Graphics bv is based on the circumstances prevailing at the time of the conclusion of the Agreement for DR Graphics bv and, insofar as dependent on the performance of third parties, on the information provided to DR Graphics bv by those third parties. This delivery period will be observed by DR Graphics bv as much as possible.

9.2. In the execution of the Agreement, the Client is obliged by DR Graphics bv to do all that is reasonably necessary or desirable to enable timely delivery.

9.3. In the event of non-compliance by the Client with the provisions of the previous paragraph, DR Graphics bv cannot be held to the agreed delivery period and the Client is, without prior notice of default, in (creditors) default. To DR Graphics bv the powers are then available as described in art. 8.4.

9.4. If the delivery term is exceeded, the Client is not entitled to any compensation in this respect. In that case, the Client does not have the power to dissolve the Agreement, unless the exceeding is such that the Client cannot reasonably be expected to maintain the relevant part of the Agreement.

Article 10. Inspection and Advertisement

10.1. The Client is obliged to inspect the Products accurately (or have them inspected) immediately after delivery in accordance with Article 8 of these terms and conditions or by a third party acting on his instructions. Complaints must be reported to DR Graphics bv in writing within 14 days after arrival of the Products.

10.2. After the discovery of any defect, the Client is obliged to immediately cease the use, processing, and/or installation of the relevant Products and furthermore to do and to leave everything reasonably possible to prevent (further) damage.

10.3. The Client shall provide all cooperation necessary for the investigation of the complaint, inter alia by giving DR Graphics BV the opportunity to conduct an investigation into the circumstances of the use, processing, processing and/or installation.

10.4. If the Client does not cooperate or otherwise research is no longer possible, the complaint will not be processed. The client then has no claim to any compensation for damage.

10.5. If the Client makes a timely, correct and precise complaint about defects in a Product, the liability arising from this for DR Graphics bv shall be limited to the liability referred to in art. 11.3. defined obligations, with due observance of the other provisions in art. 11.

10.6. The Client is not free to return the Products before DR Graphics bv has agreed to this. Only if timely, correct and justified complaints are the reasonable costs of return for DR Graphics bv.

10.7. In the event that the Client wrongly complains, the costs that have arisen as a result of this complaint, including the research costs included, shall be for its account.

Article 11. Regulations and instructions

11.1. The products supplied by DR Graphics bv comply with the Agreement and the usual requirements and standards that can reasonably be imposed on it and for which they are intended for normal use. Normal use implies in any case: use in accordance with all the instructions and warranty conditions given for the use of the Products included in the Agreement, the Conditions, as well as in the guarantee certificate and the user manual. In the event of non-compliance with these instructions and regulations, all guarantees given by DR Graphics bv will lapse. DR Graphics bv is then also not obliged to comply with what is described in art. 11.3., or to any other performance.

11.2. If DR Graphics bv delivers Products to the Client, which DR Graphics bv has obtained from its supplier, DR Graphics bv shall never be held to a further guarantee with respect to the Client than that on which DR Graphics bv can claim against its suppliers. Furthermore, Clients will be present next to the instructions and instructions from DR Graphics bv, must also comply with instructions and regulations of the supplier, insofar as these have been made known to the Client.

11.3. Provided there has been a timely, correct and in accordance with the provisions in art. 10 complaint and it has been sufficiently demonstrated that the Products do not comply with the provisions described in art. 11.1, with due observance of what has been stated there regarding the compliance with instructions and regulations, DR Graphics bv has the choice either to deliver the Products that have not been proven to be free of charge, against the return of the defective Products, or to properly repair the Products concerned, either to grant the Client a discount on the purchase price to be determined in mutual consultation. By satisfying one of the aforementioned performances, DR Graphics bv is fully discharged in respect of its obligations.

11.4. When used outside the Netherlands, the Client is obliged to verify whether the Products are suitable for use there and whether they comply with the applicable conditions, standards and requirements. DR Graphics bv is not responsible for this, nor liable.

Article 12. Intellectual property

12.1. DR Graphics bv reserves the rights and powers that accrue to it on the basis of the Copyright Act and other intellectual laws and regulations.

12.2. The Client is not permitted to change or remove any mark or identifying marks affixed to the Products or their packaging, or to change or modify the Products or any part thereof.

12.3. DR Graphics bv declares that to the best of its knowledge the Products do not infringe on the applicable intellectual property rights of third parties. In the event of claims by third parties in respect of an infringement of such rights, DR Graphics bv may, if necessary, replace or change the relevant Product, or dissolve the Agreement in whole or in part. The Client has the right to terminate the Agreement only insofar as maintenance of the Agreement cannot reasonably be required of him.

12.4. The Client will immediately notify DR Graphics bv of any claim by a third party regarding an infringement of intellectual property rights with regard to the Products. In the event of such a claim, only DR Graphics bv is entitled to object to this (also on behalf of the Client). The Client shall refrain from all such measures, insofar as this can reasonably be required of him. In all cases, Client will provide DR Graphics bv with its cooperation.

Article 13. Liability

13.1 The liability of DR Graphics bv, for whatever reason, shall be limited to that which is regulated in this article.

13.2 DR Graphics bv is not liable for damage caused by DR Graphics bv assuming incorrect and/or incomplete data provided by or on behalf of the Client.

13.3 DR Graphics bv is furthermore never liable for any damage whatsoever, in the case of the Client, or his subordinate, or any auxiliary person, or any third party, the instructions and warranty conditions included in the Agreement, the Terms and Conditions, or in the guarantee certificate and the user manual, do not comply or violate.

13.4 In the event that DR Graphics bv is liable for damage, this liability is limited to a maximum of the (invoice) value of the relevant Agreement. If the damage relates to a part of the Agreement, the damage is limited to a maximum of the (invoice) value of that part.

13.5. DR Graphics bv is never liable for a higher amount than the payment of its insurer and the damage is expressly limited to that amount.

13.6. DR Graphics bv is only liable for direct damage. This is understood to mean the costs incurred for determining the cause and extent of the damage, as well as the recovery thereof. Reasonable costs incurred to actually prevent direct damage are also eligible for reimbursement. All this with due observance of the other provisions of these general terms and conditions, including Art. 13.3.

13.7. Indirectly, DR Graphics bv is never liable for indirect damage, such as consequential loss, loss of profit, lost savings and damage due to business interruption.

13.8. DR Graphics bv is not liable if the damage is due to intent or gross negligence of the Client or his managerial subordinates.

13.9. The client indemnifies DR Graphics bv for any claims by third parties, which suffer damage in connection with the execution of the Agreement and of which the cause is attributable to other than to DR Graphics bv.

Article 14. Force majeure

14.1. If DR Graphics bv cannot fulfil its obligations towards the Client due to a non-attributable shortcoming (force majeure), the fulfilment of this obligation shall be suspended for the duration of the force majeure situation.

14.2. Force majeure means any external circumstance, foreseen or unforeseen, on which DR Graphics bv cannot exert any influence, as a result of which the fulfilment of its obligations towards the Client is prevented in whole or in part or as a result of which the fulfilment of its obligations by DR Graphics bv cannot reasonably be assumed. These circumstances also include: strikes and company closures, stagnation or other problems in the production by DR Graphics bv or its suppliers and/or in the own or third-party transport and/or measures of any governmental authority and/or at the Client, as well as the lack of any permit to be obtained from the government.

14.3. DR Graphics bv will inform the Client as soon as possible of a (threatening) force majeure situation.

14.4. The non-fulfilment by DR Graphics bv, as a result of a force majeure situation as described in this article, does not affect the possibilities of invoicing already completed or delivered parts of the Agreement.

Article 15. Default/dissolution

15.1. In the event of default by the Client or in the event of bankruptcy, (provisional) suspension of payment, cessation or liquidation of the Client's company, all claims of DR Graphics bv on the Client, for whatever reason, are immediately and fully due and DR Graphics bv is entitled to suspend the performance of each Agreement and/or to fully or partially dissolve any Agreement. The foregoing does not affect the other rights of DR Graphics bv under the law or the Agreement.

15.2. In the event of a breach of these general terms and conditions by the Client, DR Graphics bv is entitled to dissolve the agreement with immediate effect.

Article 16. Transfer of rights and obligations

DR Graphics bv is entitled to transfer rights arising from the Agreement to third parties, insofar as the nature of the obligation in question does not preclude this. Client agrees in advance with this possibility. Client is only with prior written consent of DR Graphics bv authorised to transfer rights arising from the Agreement.

Article 17. Applicable law, competent court

17.1. Dutch law applies to these terms and conditions, as well as to the Agreement, as well as to all legal relationships to which DR Graphics bv is a party, irrespective of whether the Agreement has to be performed partly abroad or if the client or any other involved party is living abroad.

17.2. The applicability of the Vienna Sales Convention 1980 (CISG) is excluded.

17.3. The judge in the place of business of DR Graphics bv is exclusively authorised to take cognizance of disputes, insofar as not otherwise prescribed by law, are subject to the judgment of the competent court in Zwolle.