General delivery and payment conditions Animo B.V.

1. General
   The following are the general delivery and payment conditions of Animo B.V., hereinafter referred to as “seller”. The buyer, the purchaser, is always referred to below as “purchaser.”
2. Applicability
   2.1 These general terms and conditions apply to all offers and agreements of the seller.
   2.2 Only these general conditions apply to all offers and agreements of the seller. Buyer’s purchasing conditions are expressly rejected and shall not apply unless expressly accepted in writing by Seller.
3. Offer and acceptance
   3.1 All offers made by the seller are without obligation. A contract of purchase and sale shall be deemed to have been concluded at the time when the seller has confirmed the order in writing or the seller has commenced its execution.
   3.2 If the buyer does not protest the contents of the order confirmation within 24 hours of receipt, the buyer is deemed to have agreed to it
   3.3 Agreements deviating from the above delivery and payment terms made with/or made by employees of Buyer shall only be binding if confirmed in writing by Seller’s Director.
4. Delivery times
   The stated delivery times shall never be considered as deadlines, unless expressly agreed otherwise in writing. In the event of late delivery, the seller must be given written notice of default.
5. Delivery and risk
   5.1 Delivery shall be made to the buyer’s home/business unless otherwise agreed.
   5.2 Orders above EUR 300,- net invoice value excluding V.A.T. will be delivered free of charge; for orders below EUR 300,- net invoice value excluding V.A.T., the transport costs will be borne by the buyer. An additional surcharge of EUR 15 will always be charged for express, express and parcel shipments.
   5.3 Transport of the goods shall in principle be at the Seller’s risk. Seller’s liability shall at all times be limited to the coverage/compensation provided to Seller by the relevant transportation insurers.
   5.4 The time of delivery is the time when the goods are unloaded/unloaded (the actual transfer). The risk of the items then passes to buyer.
6. Acceptance
   6.1 Buyer is obliged to take delivery of the ordered goods at all times while in case of refusal the risk and costs of return freight, storage and/or other necessary costs shall be borne by Buyer.
   6.2 The Seller may, after the Buyer has refused the goods once, before proceeding with a second delivery, require the Buyer to pay the purchase price with all costs due in connection therewith, including judicial and extrajudicial collection costs.
   6.3 If, due to circumstances described in this article, the seller proceeds to a second delivery, the transport of the goods shall take place at the expense and risk of the buyer.
7. Force majeure
   7.1 Unforeseen circumstances that reasonably impede delivery or timely delivery of the goods shall give the Seller the right to terminate the contract in whole or in part, or to extend the delivery period according to circumstances with a maximum of 6 months without prejudice to the right to terminate as referred to above at a later time during this period. Buyer is not entitled to compensation and/or dissolution in the event of force majeure.
   7.2 Unforeseen circumstances as referred to in 7.1 include, but are not limited to:
   a. war or insurrection;
   b. non (timely) or improper receipt of parts or items from Seller’s suppliers;
   c. fire;
   d. machine defect;
   e. strike;
   and further, any circumstances beyond Seller’s control that reasonably impede delivery or timely delivery of the items.
8. Prices
   8.1 All prices are exclusive of V.A.T. and disposal fee where applicable.
   Not included in the prices are the costs of placement and installation of the items and the costs of transportation as referred to in Article 5.2 of these terms and conditions.
   8.2 The quotations given by the seller are without obligation. Prices in Seller’s price list may be deviated from without prior notice by Seller.
9. Complaints
   9.1 If the goods delivered do not comply with the agreement, the buyer will be obliged to inform the seller of this in writing within eight days of receiving the goods, accurately stating the nature and grounds for the complaints and the item numbers of the machines/parts concerned. After the expiration of the period, the buyer is deemed to have accepted and approved the delivered goods.
   9.2 If the delivered goods are taken back by the seller, administration and handling costs will be charged, which costs are fixed at 10% of the net invoice value with a minimum of EUR 15. If the buyer has already paid the purchase price, the aforementioned administration and handling fees will be deducted from the purchase price.
   9.3 Return of delivered goods, for whatever reason, can only take place carriage paid if the goods are unused and undamaged and Seller has expressly agreed to return the goods by assigning a “Return With Authorization Number”.
   9.4 Items returned to the Seller in violation of the provisions of Article 9.3 or without indication of the “Return With Authorization Number” will be refused and returned at the Buyer’s expense.
   9.5 The provisions of this article do not affect the buyer’s rights under the law in no case of hidden defects in the delivered goods. The Buyer is obliged to report hidden defects to the Seller in writing as soon as possible, but in any event within eight days of becoming aware of them.
10. Warranty
    10.1 Seller will warranty electrical and mechanical parts on terminal equipment produced under the Animo label for 24 months from date of delivery. For all other parts and items not manufactured by Animo such as water filters, among others, a warranty period of 12 months after delivery applies. Defects resulting from normal wear and tear of parts, improper use, calcification or negligent maintenance are not covered by the warranty. Warranty also does not apply to glass inner bottles, gauge glasses and glass jugs.
    10.2 The liability under this warranty is limited to the delivery of the parts to be repaired free of charge. Warranty on work done as a result of repair is three months from date of delivery. Costs of (de-)assembly, labor and call-out charges will always be charged after these three months.
    10.3 Defective parts shall be returned to the Seller by the Buyer, postage paid, stating the “Return With Authorization Number” referred to in Article 9 of these Terms and Conditions and the type and serial number of the machine.
    10.4 The above warranty only applies if the buyer has fulfilled all his obligations to the seller.
11. Liability
    11.1 Seller is not liable for (the consequences of) the non-delivery or late delivery of goods insofar as this is the result of unforeseen circumstances as referred to in Article 7 of these conditions.
    11.2 Seller shall not be liable, including under the above warranty, for damages resulting from:
    a. erroneous storage or handling of the delivered items by purchaser;
    b. inexpert and/or improper use of the delivered items by purchaser or other users;
    c. neglect of maintenance of the delivered items by buyers or other users;
    d. repairs, replacements or alterations made by persons other than those authorized by Seller, unless Seller has given its prior consent;
    e. improper installation of the goods, or not in accordance with the instructions supplied by the seller.
    11.3 If, despite the above, the Seller is liable for (the consequences of) failure to deliver, to deliver on time or to deliver correctly, it shall only be obliged to compensate the damage that is the direct result of its shortcoming. In any event, the Seller shall not be obliged to compensate any consequential damage, including, inter alia, business and consequential damage, indirect damage and damage due to loss of profit.
    11.4 Seller’s obligation to pay damages can never exceed the invoice value of the goods delivered.
12. Payment
    12.1 Payment shall be made in cash upon delivery of the goods. Cash payment shall include crediting the amount due to a bank or giro account specified by the Seller at the time of delivery, or handing over guaranteed giro payment cards or bank checks.
    12.2 If the parties have waived cash payment, payment must be made within 30 days of the invoice date. The payment period is to be considered a deadline.
    12.3 If the buyer fails to fulfill one or more payment obligations, or fails to do so on time or in full, the buyer will owe the seller interest on all late payments of 1.5% per month from the due date, with part of a month counting as a full month. Also to be borne by purchaser are all costs such as collection costs, judicial and extrajudicial costs, incurred as a result of purchaser’s failure to fulfill its obligations, or failure to do so on time or properly. Furthermore, if payment is not, not timely or not in full, Seller is entitled to demand cash payment from Buyer on subsequent deliveries.
    12.4 The Buyer may never invoke set-off in respect of payment.
13. Retention of title
    Ownership of all items sold by Seller to Buyer shall remain with Seller as long as Buyer has not paid Seller’s claims under this or similar agreements and as long as Buyer has not paid Seller’s claims for failure to perform such obligations, including claims relating to interest and costs. The Buyer shall give the Seller the opportunity on first request to retrieve from the Buyer the items delivered by the Seller.
14. Disputes
    14.1 All agreements of the seller are exclusively governed by Dutch law.
    14.2 Disputes shall be adjudicated by the court of the place of Seller’s choice.
    15.
15. Depot
    These terms and conditions are filed with the Chamber of Commerce and Industry in Meppel number 04016432.