General Terms and Conditions s.a. AMP n.v.

Should there be no written agreement between s.a. AMP n.v. and the supplier, the General Terms and Conditions set out below will apply:

Article 1 – Orders: The Purchaser is at no stage committed to a general periodic purchase obligation, with minimum quantities. On the contrary, both Parties are committed to respecting and implementing a Purchase Order that is accepted by both Parties. Furthermore, this collaboration does not create any exclusivity for the Supplier. The Purchaser may, at its own discretion and without having to pay the Supplier any compensation, decide to discontinue selling the Goods purchased. The Purchaser may also, at its own discretion and without having to pay the Supplier any compensation, delete Goods from its range six (6) weeks after the Supplier has been notified of this decision in writing. This notification must contain reasons. For its part, the Supplier has the right, within two (2) weeks of being notified, to submit a counter-proposal. After assessing this counter-proposal, the Purchaser may, at its own discretion, accept or reject the counter-proposal. The Purchaser also has the right, five (5) Working Days after giving notification and without having to pay the Supplier any compensation, remove the Goods from its range if, for compelling reasons related to competition, it is required to sell the Goods at a loss, in accordance with Belgian legislation. During the period of five (5) Working Days stated above, the Supplier will have the opportunity of improving the commercial terms vis-à-vis the Purchaser in order to avoid one or more of the Goods being removed. Except where the Supplier expressly and in writing refuses a Purchase Order within twenty-four (24) hours from the date it is received, the Supplier will be assumed to have accepted the Purchase Order. The Supplier may only refuse a Purchase Order in the event of force majeure, unreasonable demands and serious failings on the part of the Purchaser. By accepting or carrying out a Purchase Order, the Supplier agrees to comply with these General Terms and Conditions. Confirmation of a Purchase Order, as well as confirmation of the delivery date will be sent within twenty-four (24) hours to: ordermanagementdiv@ampnet.be. The delivery date will be sent electronically to: diversification.operations@ampnet.be.

The Supplier will make every reasonable effort to ensure at all times that it has sufficient stock and/or manpower to be able to carry out reasonable Purchase Orders. Only written (including electronic) Purchase Orders may be binding on the Purchaser. Notwithstanding any other provision in a Purchase Order or other document, the Purchaser has the right to withdraw a Purchase Order on condition that this withdrawal takes place before the (implicit) acceptance by the Supplier within the time stated in Article 1.

Article 2 – Modification of Goods and Interruption of Goods: The Supplier will notify the Purchaser in writing at least two (2) weeks before the Goods are Modified. This written notification will state the nature of the Modification, although the Supplier will not be required to disclose any manufacturing secrets regarding the composition and/or production of the Supplier’s Goods. The Supplier will notify the Purchaser in writing at least six (6) weeks before supply of the Goods is Interrupted. However, the Purchaser has the right to use this information in order to be able to notify the Purchaser’s customers. If applicable for the specific nature of the Goods, the Supplier will ensure that spare and replacement parts remain available for the Purchaser in relation to Goods that are consumer goods, as detailed in Article 1649a of the Belgian Civil Code, for at least one (1) year.

Article 3 – Purchase price: The Supplier will submit a pricelist to the Purchaser. The prices stated in this pricelist exclude VAT and any discount. However, they do include packaging and delivery costs, insurance and any other costs or charges from the Supplier. 

The Supplier will notify the Purchaser of any price rise one (1) month prior to the new price coming into effect. The Supplier will justify the price rise on objective grounds (including the cost of staff overheads and raw materials). Notwithstanding the above, both Parties agree that if the Supplier does not inform the Purchaser about the date and amount of any price rise(s) that will be applied during the new calendar year before the new commercial terms and conditions for the new calendar year have been agreed, the price may only rise after the written agreement of the Purchaser, which may not be unreasonably withheld by the Purchaser.

Article 4 – Invoicing – payment: On delivery of the Goods, the Supplier must also provide the Purchaser with a valid invoice stating: (1) A reference to the Purchase Order (PO number of the Purchaser); (2) A detailed description of the Goods delivered, the number of the proof of receipt from the Supplier and the delivery date; (3) The SAP Item Codes for the Goods from the Purchaser’s system; (4) The amount to be paid; (5) The rate of VAT charged, the amount of VAT owed; (6) the relevant IBAN and BIC codes; and (7) any other item of content required by law. All invoices and any credit notes must be provided in electronic format via an integrated EDI system of the Web portal. Electronic invoices or credit notes exchanged via any other media in another form will not be accepted. All invoices or credit notes will be sent to this e-mail address: invoice@ampnet.be. One (1) invoice will be sent for each Purchase Order. The date of the invoice may not be earlier than the date on which the Goods are received.

The amount of interest charged by the Supplier to the Purchaser for the late payment of undisputed invoices may not be higher that the statutory interest rate (as determined by the Act of 2nd August 2002, amended by the Act of 27th December 2006) and will only be owed after receipt of a notice of default from the Supplier, sent by registered letter, stating the amount owed, the date of the original invoice and the number of the Purchase Order. If an invoice is disputed in good faith, the Supplier will not have the right to refuse the execution of other Purchase Order(s) from the Purchaser, unless the dispute is based on unreasonable grounds. The Purchaser has the right at any time and subject to serving written notice, to offset any undisputed amounts owed by the Supplier to the Purchaser, including damages or indemnities of any type, against any amounts owed by the Purchaser to the Supplier, including the payment of invoices, interest, etc. The Parties will agree a payment period in writing. Invoices will be exchanged electronically, but will also be sent in PDF format to the Purchaser by e-mail to this address: invoice@ampnet.be

Article 5 – Delivery: (A.) Address and costs: The Supplier will deliver the Goods to the delivery address stated on the Purchase Order.

Unless stated otherwise, the Goods will be delivered to the following address: s.a. AMP n.v. / UBILOG, Hof te Bollebeeklaan 321, Asse – Industriezone 5 Mollem, 1730 Asse, Loskade 31 en/of 32. Delivery will be on weekdays, between 8.00 am and 4.00 pm.

Each delivery must have all legal transport documents and a delivery note stating the Purchaser’s original PO number. Delivery is made at the risk and expense of the Supplier – including all additional charges, such as insurance costs, commission for “cash on delivery” and other levies – and the Purchaser will not be responsible for any loss, costs or damage caused to or by the Goods while they are being transported to the place of delivery and during delivery itself (except is any such losses occur on the Purchaser’s premises and are directly attributable to the proven fault of the Purchaser). The Supplier will make every reasonable effort to deliver the Goods in the manner and with the resources (i.e. pool pallets, container, inner pack, etc.) requested by the Purchaser in order to maximise the efficiency of its supply chain. (B.) Delivery date: The delivery date stated on the Purchase Order is binding. If no delivery date is stated, the delivery date for the Goods will be five (5) Working Days from the day on which the Purchase Order is received. The Purchaser is not obliged to accept deliveries that are not made on the date stated on the Purchase Order (including early delivery), except where agreed otherwise in writing by the Parties. The Purchaser has the right, subject to giving reasonable notice to the Supplier, to change the date and time of the delivery. After confirmation by the Supplier, the changed date and time will then become binding. The Purchaser can, if the Supplier does not manage to deliver the Goods on the delivery date and at the time agreed, opt to (i) cancel the Purchase Order, whereby the Supplier does not have the right to deliver the Goods to the Purchaser, or to charge the Purchaser for the Goods, or (ii) to allow the Purchase Order to be implemented. The Purchaser is not obliged to accept part-deliveries unless agreed otherwise by the Parties. Late deliveries will not be accepted by definition. In the event of a part-delivery, the non-delivered Goods will be scrapped and then included in a new order. (C.) Acceptance and refusal: The signing or acceptance of a delivery note does not mean final acceptance of the Goods. The Purchaser has five (5) Working Days from the time of delivery to report any visible defects to the Goods or non-conformity in the Supplier’s delivery. If the Purchaser has not notified the Supplier within the time stated above, the Purchaser will be assumed to have accepted the Goods. Any defect or non-conformity reported within the time stated above will be assumed to have existed at the time of delivery, unless the Supplier has proof to the contrary. Acceptance of the Goods delivered by the Purchaser does not in any way cover hidden defects that may affect the Goods delivered. The Purchaser will report complaints about hidden defects to the Supplier within (five) 5 Working Days after the defect is noted. The Purchaser also has the right to refuse Goods that: (1) Do not meet the requirements of the General Terms and Conditions or any other statutory requirement that may apply; (2) Are damaged; or (3) Do not correspond with a sample and/or demonstration provided by the Supplier.

If the Purchaser refuses the Goods for valid reasons, these Goods will be collected immediately by the Supplier. If an immediate return is not possible, the Supplier will collect the Goods within two (2) Working Days after they are refused. Any costs for storage or other costs incurred by the Purchaser from the time notice of refusal has been given will be borne by the Supplier. Without prejudice to other rights or remedies available to the Purchaser and except when the Purchaser notifies the Supplier that no replacement is required is, the Supplier will replace the refused Goods in full as quickly as possible, at the expense of the Supplier.

Article 6 – Packaging: The Goods must be packed in suitable packaging by the Supplier in accordance with the applicable legislation and with the guidelines provided by the Purchaser, and must be delivered to the Purchaser without the slightest deterioration or damage caused by transport to the Purchaser, taking account of the nature and weight of the Goods and the means of transport used. Packaging (other than the Customer Unit Packaging) must be clearly marked with the number of the Purchase Order, item number, date and method of dispatch. The Supplier will ensure that the Customer Unit Packaging of the Goods delivered always corresponds with any applicable or future legislation, including any laws relating to labelling, language, traceability and use-by dates, plus any other instructions provided by the Purchaser in the collaboration agreement.

Article 7 – Quality: If the Supplier has given the Purchaser a sample of the Goods that has been approved by the Purchaser, all of the Goods must conform with the sample or demonstration provided and be at least of the same quality. The Supplier declares, vouches and undertakes that all Goods, including the Customer Unit Packaging, provided in a Purchase Order: (1) will be of sufficient quality in accordance with the clarifications and requirements detailed by the Purchaser in a collaboration agreement and will be suitable for their intended purpose or the purpose for which they were purchased by the Purchaser and its customers; (2) will comply with all laws, rules, regulations or standards that apply, including production, labelling, traceability, invoicing, sale of these Goods, environmental protection, employment; (3) will meet all relevant requirements for resale to the public, in accordance with Belgian and European legislation, including food safety, quality, product safety, trade regulations, requirements relating to sizes and weights; and (4) do not breach the intellectual property rights of any third party. The Supplier will grant the Purchaser at least the same warranty as the one to which the Purchaser’s customers will be entitled. This includes the warranty granted to customers pursuant to the legislation on the sale of consumer goods and any other statutory guarantee. The Supplier will indemnify the Purchaser for any damages, expenses or losses caused by claims made by its end-customers against the Purchaser in connection with the Goods and based on the legislation regarding the sale of consumer goods or any statutory guarantees, or which are attributable to an action or the negligence of the Supplier.

Article 8 – Title and risk: The right of title to the Goods delivered pursuant to a Purchase Order will be transferred to the Purchaser on receipt of the Goods by the Purchaser. If payment has already been made for the Goods, the Goods become the property of the Purchaser from the time of payment. The risk will be transferred to the Purchaser on receipt of the Goods by the Purchaser. If the Purchaser refuses the Goods, or in the event of a product recall or withdrawal, the right of title and the risk will again be transferred to the Supplier from the time the Goods are received by the Supplier.

Article 9 – Recalls and withdrawals of Goods: If the Goods display defects, the Purchaser has the right to the recall or withdrawal procedure. The choice between recall and withdrawal will be made in consultation and with the agreement of the Supplier. As a rule, a withdrawal happens when the Goods do not correspond with the applicable legislation or with the specifications of the Purchaser, but do not constitute a danger for the health of the consumer.

As a rule, a recall is made when the Goods constitute or may constitute a risk for the health and safety of the consumer. The decision to issue a recall or withdrawal can be based, among other things, on one or more of the following reasons: (1) A request from the competent authorities; (2) A request from the Supplier; (3) As the result of a complaint, a negative analysis report or if any non-conformity is established; (4) As a response to a problem established by the Purchaser itself (at the point of sale or at some point in the distribution chain); (5) As a response to reports in the media; (6) The risk of negative image for the Purchaser. The Supplier will fulfil its obligations regarding the recall or withdrawal in an efficient, rapid and accurate manner. In the event of a withdrawal, the Goods will be taken off the shelves of stores that are operated by the Purchaser itself and/or under the Purchaser’s brand. These Goods will be held securely in the various warehouses. The Goods will then be assembled in the appropriate distribution centre, destroyed at the point of sale or distribution location, or added back into the distribution chain after a positive report from the quality department and an inspection of the storage conditions and product quality by the stock manager. If the withdrawal is made on the initiative of the Purchaser and the report from the quality department shows that the Goods are non-compliant, the costs of the withdrawal, as well as any loss or damage for the Purchaser will be borne by the Supplier. The Purchaser is not liable for any loss or damage incurred by the Supplier as a result of the withdrawal procedure. In the event of a recall, the stores that are operated by the Purchaser itself and/or under the Purchaser’s brand will be requested to send back their Goods and to do the same with their customers by way of notices published in the print media, whereby consumers will be asked not to consume the Goods or to return to the store or to destroy them. If the recall is made at the on the initiative of the Purchaser and the report from the quality department shows that the Goods are non-compliant, the costs of the recall, as well as any loss or damage for the Purchaser will be borne by the Supplier. If the circumstances so require, the Purchaser will have the right to ask the Supplier to carry out the recall on its behalf and to make press announcements at its own expense. The Purchaser is not liable for any loss or damage incurred by the Supplier as the result of a recall procedure.

Article 10 – Insurance: The Supplier will put sufficient and appropriate insurance in place at its own expense and maintain it with honourable insurers for its obligations under the General Terms and Conditions. The Purchaser may at any time request to see proof of such insurance and of payment of the insurance premiums.

Article 11 – Compensation: One Party will indemnify the other Party, its directors, senior managers, employees and customers for damage claims, liability, losses, costs, including reasonable expenses for legal assistance, expenses and damage related to one of the following (collectively called “Claims”): (a.) failure by the first-named Party to fulfil any provision in the General Terms and Conditions; (b.) failure by the first-named Party to fulfil any provision under the applicable law; and (c.) the death or injury of any person, damage to property or any other damage or loss that arises in whole or in part or is claimed to arise from the actual or alleged quality or other defects of the Goods, or actual or alleged failure of the Goods to comply with any explicit or implicit guarantees.

Compensation from the first-named Party will cover any direct and indirect damage, loss, costs or expenses. The Supplier guarantees that the Goods supplied do not breach trademarks, brands, patents, copyright or any other statutory rights of third Parties. The Supplier agrees to indemnify the Purchaser for all damage claims, liability, loss, costs, expenses and damage that is attributable to or arises from any such alleged breach. Under no circumstances is the Purchaser liable for any damage caused by the Supplier if the Goods are not sold or only sold to a limited extent by the Purchaser.

Article 12 – Intellectual property and confidentiality: The Supplier grants the Purchaser the right to reproduce logos, trademarks, images and other intellectual property rights connected to the Goods in publicity and advertising, both online and offline, unless the Supplier specifically refuses in writing. The Purchaser will at all times adhere to the Supplier’s instructions regarding the use of the Supplier’s logos, trademarks, images and other intellectual property rights. All documents and verbal or written communication provided by one Party to the other Party is and remains the property of the first-named Party.

Each Party is bound vis-à-vis itself, its employees and its subcontractors by an obligation of strict confidentiality in relation to Confidential Information and will not use Confidential Information for any purpose other than for the execution of the General Terms and Conditions. Each Party will not disclose any Confidential Information to a third party, except if this third party is required to have knowledge of the Confidential Information in order to execute the General Terms and Conditions. This third party will be bound by the same obligations regarding confidentiality, as stated in these General Terms and Conditions.

Article 13 – Undertakings of the Purchaser: The Purchaser warrants that: (a.) The price will be paid in accordance with the Terms and Conditions of Sale; (b.) No laws, regulations or court rulings will be breached; (c.) The Goods will be received in accordance with the provisions and conditions of these General Terms and Conditions; (d.) New Goods that are part of the specific range of the Purchaser (not campaign or promotional or trend-sensitive Goods) will not be removed from the range within six (6) months of these new products being introduced to the market by the Purchaser, except where the Purchaser has objective and serious reasons for removing these Goods from the range (for example if there are Problems regarding the quality of the Goods, damage to reputation, etc.); (e.) All reasonable efforts will be made to promote the sale and advertising of the Goods, without prejudice to the rights of the Purchaser, as stated in these General Terms and Conditions;

Article 14 – Force majeure: Neither of the Parties will be liable for any direct or indirect damage incurred by the other Party by the non-fulfilment, tardy fulfilment or partial fulfilment of its obligations pursuant to the General Terms and Conditions, to the extent that this is the result of circumstances that are unforeseeable, unavoidable and beyond the control of the Parties and which constitute an insuperable hindrance for the Party invoking the force majeure. The Parties will notify each other in good time of the circumstances mentioned above if the delay is caused by force majeure that makes it unreasonably difficult to make or prevent delivery within the time stated. The Supplier will notify the Purchaser in writing, within 24 hours of the event occurring. The Purchaser will either accept the delay or agree on the matter. If the force majeure occurs after the agreed delivery date, the Supplier does not have the right to refer to force majeure in order to be released from its obligations. If one of the Parties is unable to fulfil the obligations pursuant to these General Terms and Conditions as the result of force majeure, these terms and conditions will be terminated with immediate effect, without compensation on either side, if the circumstances constituting the force majeure last for longer than 30 days.

Article 15 – General: Any failure or delay by a Party to enforce a provision from the terms and conditions, partly or in full, will not be considered as a declaration of waiver of any rights accruing to that Party. The Supplier will not relinquish or transfer any of its obligations pursuant to these terms and conditions without the prior written consent of the Purchaser, except for the assignment or waiver to affiliated companies. Each Party that subcontracts one or more obligations pursuant to the terms and conditions is obliged to impose all contractual terms and conditions that are part of these terms and conditions on the subcontractor to ensure the correct and compliant fulfilment of the collaboration. However, the Party will remain solely liable to the other Party. In addition, the subcontracting contract must absolutely contain a clause under which the subcontractor and the Party, with regard to the other Party undertake jointly and severally to fulfil the terms and conditions of this subcontracting contract correctly. If a clause or part of a clause is declared null and void, this will have no effect on the other clauses in the terms and conditions, or on the rest of that clause. In the event of and invalid clause or part thereof, both Parties will replace it with a new clause that comes as close as possible to the original intention of the Parties.