Definitions

- Supplier:

Laboratorio Panini B.V, established in Lisse and registered with the Chamber of Commerce under registration number 81857950 trading under the name Laboratorio Panini B.V.

- Customer:

A person, department or organisation, who purchases goods/commodities from supplier, whereby the purchase is made in the course of profession or business.

- Agreement:

Any arrangement or agreement between Laboratorio Panini B.V., of which agreement the General Terms and Conditions form an integral part.

Article 1 - scope

These general terms and conditions apply to all offers and agreements between supplier and buyer. Any order or other terms and conditions of the buyer shall not apply, unless other agreements have been made and recorded in writing between the parties.

Article 2 - formation of the agreement

All offers on the part of the supplier are revocable, unless an offer includes a deadline for acceptance. The agreement is concluded by the buyer's notice of acceptance of the offer to the supplier.

Article 3 - prices

The agreed prices are exclusive of VAT, non-binding and can be changed by the supplier without prior notice. In the event of a price increase, the buyer is authorised to dissolve any agreement.

Article 4 - transfer of risk

1. From the moment of delivery, the goods are at the expense and risk of the customer, regardless of whether the customer takes delivery of them personally or the person deemed to represent the customer.

2. Without prejudice to other rights, the supplier is authorised, if the buyer does not fulfil his payment obligations or does not fulfil them on time, to take possession of the delivered goods without notice of default or judicial intervention.

3. In case the goods delivered by the supplier are processed or mixed with goods belonging to the buyer or third parties, the supplier shall become the owner of the processed or processed goods or of the goods mixed with the delivered goods until the buyer has fulfilled all his obligations.

4. If the supplier has good doubt about the buyer's ability to pay, the supplier shall be entitled to postpone the delivery of the goods until the buyer is

has provided security for payment. The buyer shall also be liable for damages suffered by the supplier due to this delayed delivery.

Article 5 - force majeure

1. The obligation to deliver lapses in case of force majeure.

2. There shall be force majeure on the part of the supplier if, after the conclusion of the agreement, the supplier is prevented from fulfilling his obligations arising from this agreement or from its preparation as a result of war, threat of war, measures taken by higher authorities, acts of war, riots, sabotage, strikes, labour shortages fire, explosion, fire extinguishing works, smoke, burglary, theft, loss, collapse, flooding, humidity, damage or destruction by rats, mice and other vermin, defects to machinery, disruptions in the supply of energy and furthermore all other causes beyond the fault or risk factor of the supplier.

3. Force majeure shall also include non-delivery or untimely delivery by third parties from whom the supplier has to source all or part of the required materials or raw materials.

Article 6 - complaints

1. Under penalty of forfeiture of rights, the buyer must notify the supplier in writing (by fax, letter or email) of complaints concerning the weight and/or externally visible defects within 24 hours of receipt of the goods.

2. The buyer must notify the supplier in writing of complaints about defects other than those mentioned in paragraph 1 within a reasonable time after the buyer has discovered or reasonably should have discovered the defect, under penalty of forfeiture of rights.

3. The purchaser shall not be entitled to claims for regular weight loss which is the result of dehydration and, depending on the nature of the product, does not exceed the standards customary within the industry.

4. The supplier must be given the opportunity to check each advertisement for accuracy.

Article 7 - retention of title

1. All goods delivered by the supplier and in the possession of the buyer remain the property of the supplier until such time as the buyer has paid all claims relating to the consideration for the goods delivered or to be delivered by the supplier to the buyer under the agreement, or work carried out or to be carried out. Also, all goods delivered by the supplier remain the property of the supplier if the buyer has not paid for the goods delivered or the work carried out under the above-mentioned agreement and the buyer has not paid the claims which the supplier has on the buyer on account of failure to fulfil such claims.

agreements. (which includes claims for penalties, interest and costs) has not been paid.

2. The Supplier shall at all times be entitled to remove or have removed the delivered goods from the Buyer or the Buyer's holders on the basis of the provisions of this article if the Buyer is in default of fulfilling his obligations. If the buyer, despite written warning, refuses to cooperate in retrieving the delivered goods, the buyer shall forfeit a penalty of € 450 for each day that he remains in default.

3. Before full payment has been made, the buyer is not authorised to pledge the goods delivered by the supplier to third parties (whether or not without possession) or to transfer ownership thereof other than in accordance with his normal use of the goods.

Article 8 - default

1. In case the buyer defaults on any of his obligations under the Act, these terms and conditions or the agreement, the supplier has the right to dissolve the agreement by informing the buyer of this in a written statement, without prejudice to the supplier's right to compensation. Furthermore, the supplier then has the right to reclaim the delivered goods by means of a written statement addressed to the buyer. By this declaration, the agreement is dissolved, without prejudice, once again, to the supplier's right to compensation.

2. In cases that:

ü The customer is declared bankrupt, renounces estate, applies for suspension of payments or all or part of his property is seized;

ü the buyer dies or is placed in receivership;

ü the customer proceeds to discontinue or transfer its business or an important part thereof, including the contribution of its business to a company to be incorporated or already existing, or proceeds to change the objectives of its business;

ü The supplier must infer from communications by or on behalf of the buyer that the buyer will fail to fulfil its obligations;

ü The supplier has good grounds to fear that the buyer will fail to perform, and the buyer subsequently fails to comply with a written demand from the supplier, stating those grounds to declare his willingness to fulfil his obligations within a reasonable period set in that demand.

ü it is certain that fulfilment of the commitments by the buyer will be impossible without a shortcoming; the supplier shall be entitled to suspend the fulfilment of its obligations in full or in part, until the buyer has provided security for the fulfilment of its obligations. If such security is not provided within a reasonable period to be specified by the supplier, the supplier shall be entitled to dissolve the agreement, without prejudice to the right to damages if there are grounds for doing so.

Article 9 - damage

The supplier is never obliged to pay any other compensation for direct or indirect damage, including damage to third parties, than the amount for which the suppliers in the branch tend to insure themselves, according to generally accepted standards of liability insurances, except for intent or gross negligence and insofar as this is not contrary to provisions of mandatory law.

Article 10 - payment

1. Payments shall be made without deduction or any discount under ‘cash on delivery’ or within 14 days from invoice date, all to be determined by the supplier.

2. If the period of 14 days is exceeded, 1.5% interest per month shall be charged, without prior notice of default being required.

3. Any payment made by the buyer shall primarily serve to

payment of the collection costs and/or administration costs incurred by the supplier, then in payment of the interest owed by the buyer and then deducted from the oldest outstanding claim.

4. If the buyer does not fulfil his payment obligations or his obligations in any other way, all collection costs incurred for that purpose shall be borne by the buyer, whereby the extrajudicial costs shall be set at 15% of the total amount due with a minimum of € 150.00

Article 11 - disputes

All disputes arising from or relating to the agreements referred to in these general terms and conditions shall be subject to the judgment of the competent court.

Article 12 - applicable law

Dutch law applies exclusively to all agreements under these general terms and conditions.