General terms and conditions

Article 1 – Definitions

In these terms and conditions, the following definitions shall apply:

Buyer: Any person or legal entity who orders Goods from ILTOM B.V., and/or with whom ILTOM B.V. negotiates an Order.

Supplier: Every person or legal entity from whom ILTOM B.V. orders Goods and/or with whom it negotiates in connection with the Order.

Order: The order from ILTOM B.V. to Supplier and/or Buyer to ILTOM B.V. to deliver Goods.

Goods: All goods delivered or to be delivered by the Supplier to ILTOM B.V. in the performance of an Order, irrespective of whether the Order exclusively involves the delivery of such goods or (also) the performance of services.

Agreement: The agreement between Buyer, Supplier, and ILTOM B.V. regarding the Order.

Article 2 – Applicability of these conditions

1. The General Terms and Conditions apply to all offers, agreements, purchases and sale of goods and/or provision of services. The General Terms and Conditions shall also apply to negotiations concerning such orders or agreements, even if such negotiations do not lead to the conclusion of an agreement. Supplier shall be deemed to make its offer based on these Terms and Conditions.

2. Deviations from these General Terms and Conditions, including any terms of purchase of the Buyer and terms of sale of the Supplier, shall only be valid if and insofar as they are expressly accepted in writing by ILTOM B.V. before the agreement in question. Such acceptance does not imply that such deviation (will) also apply to other agreements.

3. If any provision of these General Terms and Conditions is null and void or annulled, the remaining provisions shall remain in force and the parties shall consult to agree on a new provision (or provisions) to replace the null and void or annulled provision(s), taking into account as much as possible the purpose and meaning of the null and void or annulled provision(s).

4. In the event of a discrepancy or conflict between these General Terms and Conditions on the one hand and the offer or the Agreement on the other, the text of the offer or the Agreement shall prevail. If there is no such discrepancy or conflict, these General Terms and Conditions supplement the Agreement and form an inseparable part thereof.

5. The General Terms and Conditions are provided in Dutch and English. The Dutch text is always leading in case of interpretation of the General Terms and Conditions.

Article 2 – Applicable law and competent court

1. The General Conditions and Agreements are governed by Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is excluded.

2. Any disputes arising from the General Terms and Conditions and/or the Agreement will be submitted to the District Court of Zeeland-West Brabant, location Middelburg.

Purchase conditions

Article 3 – Assignment

1. The Agreement between ILTOM B.V. and the Supplier is concluded if an order is placed by ILTOM B.V. and this order is confirmed by the Supplier.

2. Amendments to the Agreement and deviations from these purchase conditions and the purchase price shall only be effective if they have been agreed in writing or electronically between ILTOM B.V. and the Supplier.

3. If ILTOM B.V.’s order deviates from the Supplier’s offer on minor points that do not concern the essentials of the Agreement, the Agreement shall be concluded by this deviating order/assignment of ILTOM B.V. if the Supplier has not explicitly rejected this order/assignment in writing within 14 days after the date of the Agreement or earlier as soon as the Supplier has delivered the goods.

Article 4 – Prices and payment

1. The price shall include, unless otherwise agreed, all costs related to the fulfillment of the Supplier’s obligations and all costs of packaging and transport of the goods and any insurance of such transport. Any costs associated with making offers or quotations made by or on behalf of the Supplier shall be borne by the Supplier.

2. The Supplier shall invoice to the invoice address made known by ILTOM B.V., stating the creditor number, order number, and precise specification of the goods delivered. Payment shall, unless otherwise agreed, be made no earlier than 30 days after receipt of the original and correctly prepared invoice.

3. In the event of payment in advance, payment of an advance, and/or payment in installments, ILTOM B.V. shall be entitled to demand that the Supplier provides sufficient security for performance, in its opinion. If the Supplier fails to provide the requested security within the specified period, he shall be in default and ILTOM B.V. shall be entitled to dissolve the Agreement and recover its losses from the Supplier.

Article 5 – Delivery, transfer of risk and ownership

1. Delivery of the goods shall take place Delivered Duty Paid (DDP) Incoterms 2020 at the time and place indicated by ILTOM B.V., in proper packaging under presentation of all necessary documents, such as waybill, packing note, and border crossing documents.

2. The goods remain at the Supplier’s expense and risk until the time of delivery. ILTOM B.V. acquires ownership of the goods after they have been delivered or paid for, whichever event occurs earlier. The Supplier shall bear the risk of damage or loss of the goods until the time of delivery to the premises and acceptance by ILTOM B.V.

3. If (i) the delivery of the goods by ILTOM B.V. takes place earlier than the agreed delivery date or (ii) if ILTOM B.V. has an interest in doing so, it shall be entitled to postpone the delivery of these goods for a maximum of three weeks. In that case, ILTOM B.V. shall notify the Supplier of this in writing, giving reasons. The Supplier shall then be obliged to store, preserve, secure, and insure the goods properly packed, separated, and identifiable, and to take all measures necessary to ensure the quality of the goods.

4. The Supplier guarantees that the goods to be delivered are free of attachments, retention of title, third-party rights and that ILTOM B.V. has unhindered access to the goods. The Supplier shall indemnify ILTOM B.V. against all damages resulting from non-compliance with this clause.

Article 6 – Suspension and set-off

1. Without prejudice to legal rights of suspension, ILTOM B.V. shall be entitled to suspend payment to the Supplier, as long as the Supplier or one of its group companies is in default vis-à-vis ILTOM B.V. concerning the fulfilment of obligations under other agreements.

2. ILTOM B.V. shall be entitled to set off any debt it owes to the Supplier against any claim ILTOM B.V. has on the Supplier, or the Supplier’s group companies.

Article 7 – Quality guarantee

1. The Supplier guarantees the soundness of the Goods it delivers. This warranty includes at least that:

a. the Goods are fit for the purpose for which they were ordered;

b. the Goods are of good quality and meet the quality requirements under Dutch law;

c. the Goods are manufactured or executed in accordance with the latest technology (plant protection products);

d. the Goods are in full conformity with the specification and other provisions of the Agreement;

e. the Goods fully comply with all regulations, laws, etc. applicable thereto.

2. Goods shall in any case be deemed faulty if inspection of the goods shows that they do not meet the quality requirements.

3. Before shipment, the Supplier shall carefully examine whether the goods are in accordance with what has been described. If upon any examination ILTOM B.V. finds that the goods delivered do not conform to the description in the order, or that it is likely that upon completion of the harvest this will not be the case, ILTOM B.V. shall inform the Supplier accordingly. The Supplier shall be obliged to take all necessary measures to still comply with the specification given in the order and provisions in the Agreement. If the Supplier disputes the results of an investigation by ILTOM B.V., it shall be entitled to have a counter-expertise carried out at its own expense.

Article 8 – Guarantees

1. The Supplier guarantees that the Goods comply in all respects with all applicable requirements set out in Dutch or European laws and/or other governmental regulations in force at the time of concluding the Agreement.

2. Irrespective of the warranty period given by the Supplier, ILTOM B.V. shall have the right to complain to the Supplier for Goods that are found to be unsound at any time and may exercise its rights under the Act, the Agreement and these General Terms and Conditions.

3. Inspection and/or (approval) by ILTOM B.V. does not release the Supplier from any warranty or liability in respect of the Goods, as they arise from the Agreement or the law.

Article 9 – Engagement of third parties

1. Supplier shall be obliged to execute the Order itself, unless ILTOM B.V. has expressly agreed in writing to outsourcing, subcontracting, or purchasing from third parties or has issued a written order to that effect.

The Supplier shall remain fully responsible for any input from third parties in the performance of the Order, as being its own performance. Supplier shall indemnify ILTOM B.V. against any claims of third parties involved in the performance of the Order.

Article 10 – Consequences of non-preformance

1. An agreed delivery date and delivery time is final. In case of late delivery, the Supplier shall be in default without further notice of default.

2. Without prejudice to ILTOM B.V.’s statutory rights, if the Supplier exceeds the term of delivery, as long as delivery does not take place after all, the Supplier shall owe ILTOM B.V. an immediately due and payable penalty of 0.5% of the Price exclusive of VAT per week to ILTOM B.V., counting from the day on which the default commenced and with a maximum of 5%. As the sole purpose of this penalty is to incentivise the Supplier to comply on time, Article 6:92(2) of the Dutch Civil Code shall not apply.

3. If the Supplier is in default and ILTOM B.V. has consequently chosen to rescind the Agreement, this shall result in undoing commitments. In the event that this concerns goods which have already been delivered to ILTOM B.V., ILTOM B.V. shall have the choice of returning the goods itself or giving the Supplier the opportunity to collect the goods again. In the first case, the costs of returning the Goods shall be borne by the Supplier. If the Supplier – after having been given notice of default by ILTOM B.V. to comply with this cancellation obligation – refuses to collect the Goods it has delivered and ILTOM B.V. then chooses to keep those Goods itself, the Supplier shall no longer be entitled to any compensation for those Goods, not even if those Goods then still represent any value and/or usefulness to ILTOM B.V.

Article 11 – Lien

1. The Supplier waives, and shall require its permitted subcontractors and suppliers of any tier to waive all liens and claims, and the right to file and enforce or otherwise assert such liens and claims, against (the property of) ILTOM B.V.

Article 12 – Confidentiality

1. The Supplier is not allowed to inform third parties of the existence, nor the nature and/or content of the Agreement.

2. The Supplier is not allowed to use the fact that ILTOM B.V. is a customer/customer of its for its own recruitment or advertising purposes.

3. The provisions of paragraphs 1 and 2 shall not apply (i) after obtaining the written consent of ILTOM B.V. (ii) insofar as – where paragraph 1 is concerned – those third parties are the Supplier’s own consultants or (iii) the Supplier is obliged by law to disclose all or part of this Agreement.

Article 13 – Laws and regulations

1. If the Suppliers, their employees as well as any third parties engaged by them have to enter the company premises and buildings of ILTOM B.V. pursuant to the Agreement, they shall be obliged to comply with all applicable occupational health and safety, environmental and other company rules and regulations in the area of safety, health and the environment of ILTOM B.V. and all other applicable legal obligations.

2. At the Supplier’s request, ILTOM B.V. shall provide the Supplier with a copy of the rules and regulations referred to in paragraph 1 without delay and free of charge.

3. If the Goods purchased by ILTOM B.V. are assembled or installed by the Supplier, the Supplier must ensure that the employees engaged by it have legal status. If it appears that illegal employees have been used and ILTOM B.V. is fined in this respect, the Supplier shall be obliged to reimburse ILTOM B.V. for that fine.

Article 14 – Liability

1. The Supplier shall be liable towards ILTOM B.V. for all damage which has or may arise on the part of ILTOM B.V. and/or its personnel in connection with the Supplier’s performance of his obligations under the Agreement. This liability shall also apply insofar as the damage is caused by the personnel of the Supplier or by third parties engaged by the Supplier in the Agreement.

2. The Supplier shall indemnify ILTOM B.V. against all claims of third parties in respect of damage suffered by such third parties as a result of the performance of this Agreement by the Supplier, his personnel and/or third parties engaged by him of the Agreement and the use or application of the Goods delivered by the Supplier to ILTOM B.V.

Article 15 – Insurance

1. The Supplier shall ensure that it is adequately insured for any damage it might cause. At ILTOM B.V.’s request, the Supplier shall show a copy of the insurance policy to ILTOM B.V.

Article 16 – Force majeure

1. A circumstance that is not attributable to the Supplier, but which arises after the Supplier has already failed imputably, shall nevertheless always be attributed to the Supplier.

In the event of force majeure, which is to be understood to mean that which applies as force majeure according to Dutch law, literature and jurisprudence, the parties shall be entitled to suspend the performance of the Agreement in whole or in part for the duration of the period of force majeure. In the event of force majeure, ILTOM B.V. shall be entitled to dissolve the Agreement with immediate effect and without judicial intervention, without the Supplier having any right to compensation.

2. In any case, there is no question of force majeure if on the part of the Supplier’s personnel and/or its engaged third parties, the non-preformance is caused by staff shortages, strikes, non-performance, failure of auxiliary materials, liquidity or solvency problems, business interruptions due to fire, burglary, sabotage, failure of electricity, internet or telephone connections or the activities of hackers, disruptions in production, illness, road blocks, accidents, government measures as a result of which obligations cannot be met, as well as import and export obstructing measures.

Article 17 – Termination

1. In the event of a term or framework agreement under which several purchase agreements are concluded, ILTOM B.V. shall be entitled to terminate that Agreement at any time with due observance of a notice period as stipulated in the Agreement, or with due observance of a period of one month.

Article 18 – Dissolution

1. In addition to the powers already mentioned in the law, the Agreement and these General Terms and Conditions, ILTOM B.V. shall also be entitled, without notice of default, without judicial intervention and without being liable to pay compensation to the Supplier, to dissolve the Agreement in whole or in part if:

a. the Supplier’s bankruptcy has been filed or when the Supplier has been declared bankrupt;

b. the Supplier has applied for suspension of payments;

c. a request by the Supplier, natural person, for the application of the debt rescheduling scheme is granted by the court or, being placed under guardianship or otherwise losing the power of disposition of its assets or parts thereof;

d. the Supplier’s business has been shut down;

e. one or more of the Supplier’s licences have been revoked;

f. the Supplier’s business is dissolved or liquidated;

g. the Supplier’s business has been acquired, merged or demerged;

h. execution is levied on claims of the Supplier or on (part of) business property or goods of the Supplier intended for the performance of the Agreement or;

i. any benefit has been or is offered or provided by the Supplier or any of its subordinates or representatives to any person, who is part of the company of ILTOM B.V. or to any of its subordinates or representatives.

2. Claims which ILTOM B.V. may have or obtain against the Supplier in the event of dissolution shall be immediately due and payable in full at the time of dissolution.

3. If the Supplier does not fulfil his obligations arising from another agreement he has concluded with ILTOM B.V., ILTOM B.V. shall be entitled to suspend his obligations arising from the present Agreement until such time as the Supplier has fulfilled his obligations under that other agreement.

Terms of sale

Article 19 – Offers, confirmations and duty of disclosure Buyer

1. Any offer is non-binding unless expressly agreed otherwise in writing. The General Conditions apply to all offers from prospective buyers and other Agreements.

2. Agreements concluded through the mediation of representatives or intermediaries shall take effect after written confirmation by ILTOM B.V. If the Buyer has not objected to the contents of the order confirmation by e-mail or registered letter immediately upon receipt, this order confirmation shall be deemed to accurately reflect the agreement. In the absence of a written confirmation, dispatch of the invoice shall also be deemed to be confirmation of order.

3. Any subsequent supplementary agreements or amendments, as well as (verbal) agreements and/or promises made by our personnel or on our behalf by our sellers, agents, representatives or other intermediaries, shall only be binding upon ILTOM B.V. if they have been expressly confirmed or executed by us in writing.

4. If an offer made by ILTOM B.V. does not lead to the conclusion of an Agreement, ILTOM B.V. shall nevertheless be entitled to charge the Buyer for all costs it has had to incur in order to make the offer.

Article 20 – Buyer’s duty of disclosure

1. The Buyer shall be obliged to inform ILTOM B.V. prior to the conclusion of the Agreement which specific laws and regulations apply with regard to the quality requirements, use of crop protection products and requirements imposed by Customs in the country of destination.

2. If the Buyer fails to comply with the provisions of paragraph 1 of this article, ILTOM B.V. shall in no way be liable to the Buyer for any damage resulting from the Delivery.

Article 21 – Prices and (non)payment

1. All prices are in Euro, exclusive of transport and packaging costs and exclusive of VAT. All levies, surcharges, taxes, bank charges, additional costs, etc. imposed on ILTOM B.V. by (semi-)government in respect of the sold property shall be for the account of the Buyer.

2. ILTOM B.V. shall be entitled to pass on any increases in costs that it incurs partly in connection with the delivery after the date of sale and before the date of delivery (such as increases in VAT, government levies, energy prices, wages, transport costs, costs of providing security for payment, insurance premiums, as well as cost increases that cannot be regarded as normal commercial risks).

3. ILTOM B.V. shall be entitled to demand payment in advance. If no advance payment has been agreed, a payment term of 14 days after the invoice date shall apply. ILTOM B.V. shall be entitled to dissolve or suspend current agreements with immediate effect, if the Buyer fails to pay an outstanding invoice within the term of payment and is not prepared to offer ILTOM B.V. adequate security within eight (8) days for what the Buyer still owes and will owe ILTOM B.V.

4. If payment has not taken place within the agreed term of payment, the Buyer shall immediately owe ILTOM B.V. interest. The interest rate shall be 12% per year, but shall be equal to the statutory interest rate if this is higher. When calculating interest, part of a month shall be regarded as a full month. In addition, ILTOM B.V. shall be entitled to take (extra)judicial collection measures. The costs involved shall be borne by the Buyer.

These costs are fixed at 15% over the first €5,000, 10% over the amount up to €25,000 and 5% over the amount up to €60,000, and will be at least €1,000.

5. ILTOM B.V. is authorised to set off its debts to Buyer against claims of Buyer-affiliated companies on ILTOM B.V. Furthermore, ILTOM B.V. is authorised to set off its claims on Buyer against debts of ILTOM B.V. affiliates to Buyer. Furthermore, ILTOM B.V. is authorised to set off its debts to the Buyer against debts of companies affiliated to the Buyer. Affiliated companies means companies belonging to the same group, within the meaning of Article 2:24b of the Dutch Civil Code, and a participation within the meaning of Article 2:24c of the Dutch Civil Code.

Article 22 – Harvest proviso

1. All Agreements of agricultural products irrespective of whether ILTOM B.V. or third parties have grown the products, shall be subject to a harvest reservation. If as a result of a disappointing harvest with respect to the quantity and/or quality of agricultural products, so many products are less available, including rejection by the competent authorities, than could reasonably be expected when the Agreement was concluded, ILTOM B.V. shall be entitled to reduce the quantities sold accordingly. By delivering these new quantities, ILTOM B.V. shall still comply with its obligation to deliver. ILTOM B.V. shall not be obliged to Supply replacement agricultural products, nor shall it be liable for any damage whatsoever.

Article 23 – Purchase obligation

1. If the Buyer, without being entitled to do so vis-à-vis ILTOM B.V. in the event of an agreed delivery on call within the predetermined period, has not taken delivery of the purchased Goods within that period, or at least has not taken delivery within 5 (five) days after the date of sale/proposed date of delivery, ILTOM B.V. shall be entitled to cancel or dissolve the uncollected orders (as well as all other pending orders or parts thereof) without ILTOM B.V. being obliged to pay any compensation, without prejudice to ILTOM B.V.’s right to claim compensation from the Buyer.

Article 24 – Delivery periods

1. ILTOM B.V. has the right to deliver the Goods in parts. Each partial delivery shall be considered an independent delivery for the purposes of these General Terms and Conditions.

2. In case of advance payment, ILTOM B.V. shall be entitled to suspend or postpone Delivery until the full advance payment has been completed.

3. The delivery times are indicative and shall expressly not be regarded as deadlines. In case the term is exceeded, ILTOM B.V. shall inform the Buyer. The parties shall agree on a new delivery date. Exceeding a delivery date shall under no circumstances entitle the Buyer to damages or dissolution.

4. If the Buyer owes an advance payment or the Buyer must make information, instructions or materials necessary for the performance of the Agreement available to ILTOM B.V., the delivery period shall not commence until after payment has been received in full or the information, instructions and/or materials have been made available in full respectively.

5. If the Buyer wishes to take delivery of the Goods earlier or later than the agreed Delivery Date, the risk of any loss of quality of the Goods shall be entirely for the Buyer’s account and risk.

Article 25 – Force majeure

1. ILTOM B.V. may be owed from not performing or delaying performance, in whole or in part, in the event of, and to the extent that, natural disaster, war, insurrection, strikes, personnel disputes, pandemic, unforeseeable availability, extreme weather conditions, diseases, pests, fire, explosion, transport difficulties, export, import or transit bans, non-delivery or late delivery by Suppliers of ILTOM B.V, stagnation at ports or in transportation, flooding, sabotage, compliance with laws and regulations, national defence requirements, or any other event beyond the reasonable control of ILTOM B.V. ) prevents delivery of the Goods of the Agreement.

2. If the prices of raw materials, such as seed, agricultural product, energy and gas used by ILTOM B.V. to sell the Goods to the Buyer increase, ILTOM B.V. shall be entitled to pass on this increase to the Buyer, if during the term of the Agreement the price has increased by at least 5%. In that case, the Buyer shall not be entitled to dissolve the Agreement, nor shall the Buyer be entitled to compensation.

Article 26 – Delivery and transfer of risk

1. Delivery of the Goods shall take place Ex Works (EXW) Incoterms 2020 by ILTOM B.V. The Buyer shall be responsible for all costs and risks involved in packing, loading, transporting from the premises of ILTOM B.V. to the desired destination.

2. If delivery is not Ex Works and no particular mode of shipment has been agreed upon, ILTOM B.V. shall determine the mode of shipment. If delivery is not Ex Works, delivery shall be deemed to have taken place:
– in case of shipment through the intermediary of a professional freight carrier: by the transfer of the goods to the carrier;

– in the event of dispatch by the Seller: by delivery or offer for delivery to the Buyer’s home or warehouse, or to the receiving address given in writing by the Buyer in advance.

3. Transport costs shall be borne by the Buyer. In all cases, the risk of transport shall be for the Buyer, even if the transport takes place from, by or for the account of ILTOM B.V. Subject to the foregoing, ILTOM B.V. shall provide insurance for the transport up to the amount of the selling price of the Goods. The costs of transport shall be borne by the Buyer. The Goods shall be insured against the normal transport risk, i.e. not against acts of war or other extraordinary risks. Damage or loss must be notified by Buyer to the carrier and to ILTOM B.V. within 24 hours of delivery and reported in writing without delay.

Article 27 – Liability and indemnity

1. In the event of non-preformances, ILTOM B.V. shall not be liable, with the exception of intent or gross negligence, for consequential damage, trading loss, property damage, personal injury or any other damage whatsoever, which may arise directly or indirectly for the Buyer and/or third parties. ILTOM B.V. shall at most be obliged to redeliver the good or service, or, if delivery is no longer reasonably possible, to apply a reasonable price reduction.

2. Any liability of ILTOM B.V. shall be limited to the damage that was foreseeable as a possible consequence of the action requiring compensation, subject to a maximum of the amount paid out in the case in question under the liability insurance taken out by ILTOM B.V., increased by the amount of the excess which, according to the policy conditions, is not for the account of the insurer.

3. If, for whatever reason, ILTOM B.V. cannot invoke the limitation of paragraph 2 of this article, the obligation to pay compensation shall be limited to a maximum of 10% of the total invoice sum (excluding VAT). If the Agreement consists of parts or partial deliveries, the obligation to pay compensation shall be limited to a maximum of 10% (exclusive of VAT) of the order price of that part or delivery.

4. Without prejudice to the provisions elsewhere in these General Terms and Conditions, ILTOM B.V. shall never be liable for goods and/or services which it has obtained from third parties, except in so far as these third parties are liable to ILTOM B.V. and offer recourse.

5. ILTOM B.V. shall not be liable for damage in any form whatsoever in the event that ILTOM B.V. itself takes care of the loading and/or unloading with a forklift belonging to the Buyer.

6. The purchaser shall fully indemnify ILTOM B.V. against any form of liability that might rest with ILTOM B.V. towards third parties with respect to goods delivered or services rendered by ILTOM B.V., insofar as such liability does not rest with ILTOM B.V. pursuant to these terms and conditions.

7. In the event of a default and/or any other form of liability, the Buyer shall in no way be entitled to invoke a right of suspension.

Article 28 – Inspection, obligation to complain and lapse of rights

1. The Buyer shall be obliged to examine the goods and the packaging (or have them examined) immediately upon receipt (including the notification that the goods have been offered for delivery) for any shortages or visible damage and for quality and temperature (entry check). In case of shortages or visible defects (including defects caused by incorrect temperature during transport), the Buyer is obliged to complain in writing immediately after delivery (no later than 24 hours after receipt). Without prejudice to the above, complaints about the quality of the goods must be submitted in writing within 48 hours of delivery. In case of non-visible defects, which do not relate to quality, the written complaint must be submitted within 3 days from the moment of discovery of such defect. Failure to comply with any of the above conditions shall result in loss of all remedies. If the Buyer does not complain in time, it shall be deemed to have irrevocably and unconditionally accepted the delivery.

2. ILTOM B.V. shall at all times be entitled to demand proof of defects in the form of photographs, films, or independent expert assessments. ILTOM B.V. shall also be entitled to instruct a third party to inspect the goods. The purchaser shall be obliged to cooperate with such an inspection.

3. Without prejudice to the other provisions of this article, Buyer shall lose its right to complain about the quality of the Goods if it uses the Goods in whole or in part, if it processes the Goods in whole or in part, if it supplies or delivers the Goods to third parties or if it implicitly or explicitly accepts the Goods.

4. Even if the Buyer has complained in time, this does not affect its obligation to pay the invoices for the goods and to take delivery of the other coming goods.

5. Minor deviations in weight, size, number, colour, and/or composition of the goods do not justify a claim, nor compensation or price adjustment. Measurement, inspection, counting, and assessment by ILTOM B.V. shall be decisive in the event of a dispute.

6. If a complaint is found to be correct, ILTOM B.V. shall only be obliged to deliver the missing goods at ILTOM B.V.’s expense, to replace the defective goods, or to pay the Buyer monetary compensation less costs. The Buyer shall be obliged to follow the instructions of ILTOM B.V. about the storage, destruction, delivery, or return of the goods.

7. Any (legal) claims must furthermore be brought before the court no later than 1 year after delivery of the agreed services and/or goods, on penalty of expiry.

Article 29 – Retention of title

1. ILTOM B.V. retains ownership of all Goods delivered by it to the Buyer until the purchase price, also for future Goods, has been paid. Furthermore, the retention of title shall apply to claims that ILTOM B.V. may obtain against the Buyer due to the Buyer’s failure to fulfill one or more of his or her other obligations towards ILTOM B.V.

2. As long as ownership of the delivered Goods has not passed to the Buyer, the Buyer may not use, consume, sell, pledge, or grant a third party any other right to the Goods. Goods delivered which by payment have passed into the ownership of the Buyer and other Goods in the possession of ILTOM B.V. shall serve as collateral for any claims which ILTOM B.V. may still have against the Buyer for whatever reason (reserved non-possessory pledge).

3. Buyer shall keep the Goods delivered under retention of title carefully and as the ever recognizable property of ILTOM B.V. Buyer shall insure the Goods for the duration of the retention of title against all usual risks. The Buyer authorises ILTOM B.V. to (quietly) pledge to itself on behalf of the Buyer all its liabilities to the insurer(s) under the aforementioned insurances within the meaning of Article 3:239 of the Dutch Civil Code, as additional security.

4. If the Buyer fails to comply with his or her payment obligations towards ILTOM B.V., or ILTOM B.V. has good reason to fear that the Buyer will fail to comply with his or her (payment) obligations, ILTOM B.V. shall be entitled at any time to repossess (or have repossessed) the Goods delivered under retention of title. After repossession, the Buyer shall be credited for the market value (based on purchase price) of the Goods, which shall under no circumstances be higher than the original purchase price, less the costs incurred on repossession.

5. The Buyer shall be obliged to insure Goods from the moment of delivery and for the duration of the retention of title against fire, explosion, and water damage, as well as theft, and to provide ILTOM B.V. with the policies of these insurances upon request. All claims of the Buyer on the aforementioned insurances shall be subrogated as soon as ILTOM B.V. so wishes concerning the goods subject to retention of title.

Article 30 – Lien

1. ILTOM B.V. may, until the Buyer has fulfilled all its obligations towards ILTOM B.V., retain, for the account and risk of the Buyer, any goods, documents, and monies to which ILTOM B.V. has access in connection with its agreements with the Buyer.

2. All goods, documents, and monies that ILTOM B.V. has or will have in its possession for whatever reason shall serve as collateral for all claims that it has or will have against the Buyer.

3. ILTOM B.V. can also exercise the rights granted to it in paragraphs 1 and 2 for what the Buyer still owes in connection with other agreements, whether or not with group companies.

Article 31 – Intellectual property rights

1. ILTOM B.V. expressly reserves any intellectual property rights (including trademarks) relating to the products it supplies.

2. The buyer may only resell the delivered goods in the delivered packaging and capacity using any brand or indication of ILTOM B.V. if this has been agreed between the parties.

3. The buyer may never supplement what has been delivered with items of origin other than from ILTOM B.V., to resell it as a whole with the brands or designations of ILTOM B.V.

4. Deviations from the provisions of this article are only permitted with the express written consent of ILTOM B.V., always containing a description of the permitted deviation and the period for which the consent is valid.

Article 32 – No exclusivity

1. Buyer acquires no exclusive right about the resale of the Goods delivered by ILTOM B.V. to Buyer in the country of destination.