Terms ofSale

Oxino, Fresh Care,  Care 4 Fresh and Ever Fresh are  products  of Care 4 Fresh BV, Care 4 Fresh BV is a registered B.V. All our legal relations are subject to our general terms and conditions of sale (see www.oxino.eu). We expressly repudiate application of the other party’s general conditions.

Competent Court: Alkmaar, The Netherlands

GENERAL TERMS AND CONDITIONS OF SALE:

(filed at the Chamber of Commerce in Alkmaar under number 72899050.

GENERAL

The Terms and Conditions set out below apply to all sales contracts entered into by Care 4 Fresh BV, Care 4 Fresh BV and any activities to be carried out by Care 4 Fresh BV regardless of the reason why they are performed by Care 4 Fresh BV and any different general or special conditions will only be binding if they have been explicitly accepted by Care 4 Fresh BV in our order confirmation. In these Terms and Conditions Care 4 Fresh BV is considered to be the user of these Terms and Conditions and the customer is considered as the other party.

OFFERS

All our data, including – but not limited to – offers, price lists, stock lists, catalogues, cost estimates provided by Care 4 Fresh BV schedules of technical data, images, drawings, designs, samples and models, etc. are always without any obligation unless explicitly indicated otherwise. Care 4 Fresh BV will only be bound after a written acceptance of the order, by means of an order confirmation to the customer, by Care 4 Fresh BV

PROVISIONS WITH REGARD TO THE PRODUCT Care 4 Fresh BV with due observance of the tolerances standardized by Care 4 Fresh BV. Measurements, weights, numbers, measures of volume, technical specifications etc. which have been indicated must be considered as approximates. Differences in quantities ordered and/or specified wall or sheet thicknesses or weights in grams are acceptable up to a maximum of 10%, unless explicitly otherwise agreed. The customer is obliged to buy the excess and accept the deficit. Care 4 Fresh BV does not accept any liability for deviations in color, capacity, provided they do not go beyond color shades or capacity stated in order.

PRICES

Agreed prices are binding on the understanding Care 4 Fresh BV is entitled to charge the customer for all the price increases of our suppliers, as well as the rates of import duties and/or other fiscal charges, freight charges, other costs and changes in prices for foreign currency deter- mined by the European Bank and associated with the delivery, which arise after having entered into the agreement. If prices have changed after the date of the order confirmation, the orders will be carried out according to this change unless orders placed and confirmed by Care 4 Fresh BV are ready for dispatch and delivery within 14 days after the date of the written notification of the price change. If pursuant to the new prices a customer does not want to maintain an order already placed, he will be entitled to cancel the order in writing within 14 days after our written notification of this change. In that case the customer will be charged for any costs already incurred by Care 4 Fresh BV in carrying out the order.

FORCE MAJEURE

If as a result of force majeure Care 4 Fresh BV cannot reasonably or not within due time be required to perform the agreement, Care 4 Fresh BV will be entitled by means of a mere written notification either to suspend the performance for the duration of the force majeure or to dis- solve the agreement at any time during the force majeure situation without any judicial intervention insofar as it has not yet been performed or insofar as the goods are not yet ready for dispatch, and without being obliged to pay any compensation. Force majeure is considered to be: riots, epidemics, natural disasters, lock-outs, import and export obstructions, disruptions of any nature whatsoever to our business or to that of the suppliers, lack of raw materials, auxiliaries, tools and machines and any other circumstances under which Care 4 Fresh BV V cannot reasonably or not within due time be required to perform the agreement, without Care 4 Fresh BV having to demonstrate the effect of all this on our business operations,

DISPATCH

Unless otherwise agreed, our deliveries are charged with freight and order costs specified per order. Contribution to the handling costs, while extra costs of express delivery and parcel mail will always be charged.

DELIVERY

Delivery times will always be approximate. Overrunning the delivery period, provided it is within reasonable limits, cannot constitute a reason to cancel orders or to reimburse any costs or losses caused by the overrunning. Care 4 Fresh BV is not obliged to deliver any goods if the customer has not or not within due time fulfilled his obligations towards Care 4 Fresh BV or there are reasons to fear so, in which case Care 4 Fresh BV be able to demand payment in advance, cash payment and/or security for the payment. Care 4 Fresh BV can also suspend the delivery if the customer has not yet fulfilled his payment obligations from previously concluded agreements and/or previous deliveries until all invoice amounts fallen due including interest payments for late payment have been settled.

COMPLAINTS, LIABILITY

Any complaints with regard to incorrect deliveries made or assignments carried out by Care 4 Fresh BV must be submitted to Care 4 Fresh BV in writing within 14 days after the moment of receipt of the goods or the completion of the assignment. Care 4 Fresh BV reserves the right simply to reject complaints not submitted to Care 4 Fresh BV in writing or after the period referred to. The goods to which the complaint relates, must be kept at our disposal in the condition in which they are delivered. If any third parties without our prior knowledge carry out repairs, this will terminate any right of complaint by the customer. No right not to pay the invoice amounts can be derived from a complaint. Care 4 Fresh BV is not liable for losses of any nature whatsoever suffered by the customer or third parties arising from the use of our deliveries, products or assignment results. The customer is obliged to hold harmless and indemnify Care 4 Fresh BV for any costs, losses and interests which will arise Care 4 Fresh BV as a direct or indirect consequence of entitlements and/or claims which third parties bring or have brought against Care 4 Fresh BV with regard to the provisions set out in the previous sentence. With regard to delivered goods which Care 4 Fresh BV buys from a third party, Care 4 Fresh BV will in any event not have a more extensive liability towards the customer than the respective third party has towards Care 4 Fresh BV.

SERVICE

Service activities not covered by free warranty work will be at the expense of the customer according to the applicable rates, which are available on request. The customer is responsible for the health and safety of our employees during the performance of the service activities to the equipment and products of the customer. To this end the completion of a contamination-free certificate might be required. In the event of justified doubt, the performance of the service activities can be refused in the interest of the health and safety of our employees. These General Terms and Conditions also apply to service activities.

PACKAGING

Charges are made for special packaging to customer specifications, as well as their costs and pallets. Only standard boxes, crates and pallets returned free domicile in a good condition, at our discretion, within 30 days after the invoice date, will be reimbursed. Damage or loss of packaging provided to us by the

DESIGN

Charges are made for special design to customer specifications, as well as their costs for printing plate and storage film material. We keep 1 full container film material on stock for each design for quick recall orders.

When customer will not place returning orders all costs for film and printing plate will be invoiced to client.

PAYMENT

Unless explicitly otherwise agreed, payment must take place by the customer within the agreed time period for call of orders or contract we handle only 30 days after the invoice date at our offices without any deduction of discount or invocation of the right of set-off. If the customer fails to pay the claim the moment it has become due and payable, he will be immediately in default without any notice of default being required. From that moment onwards, the customer will owe interest on the amount due which interest is equal to the statutory interest applicable at that time. The judicial and extra- judicial costs to collect the amount payable to Care 4 Fresh BV will be at the expense of the customer, the extra-judicial costs amounting to 15% of the invoice value.

GOODS READY FOR DISPATCH

Where on call delivery has been agreed, Care 4 Fresh BV reserves the right to grant customers a further deadline for taking receipt of the goods after completion of production. If the goods are not taken receipt of within the agreed period or the deadline, Care 4 Fresh BV will be entitled to invoice the goods ready for dispatch and to demand payment for them, notwithstanding the right of Care 4 Fresh BV to claim that the customer takes receipt of them. Any goods ready for dispatch which are not taken receipt of or not taken receipt of within due time will be stored by Care 4 Fresh BV at the expense and risk of the customer.

RETENTION OF TITLE

For as long as the customer has not fully fulfilled his payment obligation towards Care 4 Fresh BV on account of any agreement or statutory obligation (therefore including for instance interests and costs), which Care 4 Fresh BV has entered into with him, the items delivered re- main the property Care 4 Fresh BV Until the moment of payment the customer will be obliged, when requested by Care 4 Fresh BV to store these items in a way that indicates them as Care 4 Fresh BV property. Care 4 Fresh BV also reserves the right to demand their return in this case or if a situation as referred to in Clause 12 occurs. The customer will then be obliged to return the items immediately to Care 4 Fresh BV l at its first request. The customer will enable Care 4 Fresh BV its first request to retrieve from the customer or the customer’s holder the items delivered by Care 4 Fresh BV the costs of retrieval will be at the expense of the customer. Care 4 Fresh BV will at all times be entitled to suspend the fulfilment of its obligations until the customer has, at our request and for our benefit with regard to all claims by the customer, established rights of a non-possessory pledge on items delivered (and still to be delivered). During the period of the retention of title the customer will be exclusively entitled to have the items at his disposal in the course of his normal business operations. He is not entitled to pledge the items to any third parties without our consent.

BREACH OF CONTRACT

If the customer does not properly fulfil his obligations, does not fulfil them within due time or does not fulfil them, Care 4 Fresh BV will be entitled to suspend the agreement in whole or in part or dissolve it without judicial intervention through a mere written notice and also to cancel orders still running, notwithstanding Care 4 Fresh BV right to reimbursement from the customer for any costs, interests and damages. In the event of a cancellation by the customer or a change in the assignment by the customer, all costs already incurred, including also the costs of molds and the costs of packaging, as well as the funds, loss of profit and idle hours to be incurred by Care 4 Fresh BV due to the cancellation will be at the expense of the customer.

GOODS ON APPROVAL, SAMPLES ETC.

Damage to or loss of goods on approval and/or samples provided to the customer by Care 4 Fresh BV are at the expense and risk of the customer. The packaging material of the goods on approval and samples must be kept at our disposal.

COMPETENT COURT

In the event of any disputes occurring with regard to or arising from agreements entered into by Care 4 Fresh BV the parties declare the competent court in Alkmaar to have exclusive jurisdiction, unless Care 4 Fresh BV prefers to submit Care 4 Fresh BV to the opinion of another competent court, whether or not in the Netherlands.

APPLICABLE LAW

All our agreements are governed by Dutch law.

Commercial Register Alkmaar

Care 4 Fresh BV

Number: 72899050

VAT nr. NL 859.2791.82B01