1. GENERAL
These terms and conditions apply to all offers and contracts of NORAH B.V., hereinafter: "NORAH Plastics".

1.1 Additions to or deviations from these conditions must be agreed in writing; such additions and deviations shall only apply to the contract under which they are made.

1.2 The rights and obligations under contracts between NORAH Plastics and the other party may only be transferred by the other party to third parties with the written consent of NORAH Plastics.

1.4 The provisions of Section 1, Title 7 of Book 7 of the Civil Code (Assignment), with the exception of Article 412, shall not apply to the present legal relationship, unless expressly provided otherwise in the contract or in these conditions.

2. OFFERS
2.1 All offers made by NORAH Plastics are subject to change and shall be valid for 14 days unless otherwise agreed in writing. However, an offer containing a condition may be revoked by NORAH Plastics even after receipt of the order or purchase order, provided this is done within 5 working days. NORAH Plastics shall not be bound until the offer of the other party has been accepted in writing or the execution of the order or purchase order has started.

2.2 All quantities, weights, dimensions, technical data, prices etc. stated in price lists, offers, catalogs, circulars and other documents are for information only and shall not bind NORAH Plastics. NORAH Plastics reserves the right to the usual tolerances.

3. AGREEMENTS
3.1 A contract shall only be concluded when NORAH Plastics has confirmed the order in writing or has started the execution of the order. The content of the contract shall be determined by the offer and/or the order confirmation of NORAH Plastics and these General Terms and Conditions.

3.2 If the other party is a natural person not acting in the exercise of a profession or business, the articles of these general conditions or the parts thereof which are unreasonably burdensome for the other party because they are on the list referred to in article 6:236 of the Civil Code, or are otherwise contrary to the provisions of the Civil Code, shall remain in force.

4. PRICES
4.1 All quotations and prices invoiced by NORAH Plastics shall be the prices applicable at the time of the quotation or conclusion of the contract, excluding value added tax and other costs related to the contract, such as packaging, as well as duties, customs and import and export taxes, ex NORAH Plastics' warehouse, in Euro (EUR), unless otherwise agreed in writing. In the case of international transactions, the prices shall be ex works (EXW) of the International Chamber of Commerce, 1990 edition, unless otherwise agreed in writing.

4.2 If a change in one of the price-determining factors occurs after submission of the offer, NORAH Plastics shall be entitled to adjust the prices accordingly, even if the contract has been concluded in the meantime.

4.3 Price changes of more than 10% give the other party the right to dissolve the agreement, provided this is done in writing and within seven days of receipt of the relevant notification. Such dissolution shall not entitle the other party to compensation.

4.4 Currency fluctuations to the disadvantage of NORAH Plastics after the date of conclusion of the agreement shall be borne by the other party.

5. PAYMENT
5.1 Payment shall be made "cash on delivery" for the first delivery without deduction or compensation, unless otherwise agreed in writing. For subsequent deliveries, payment shall be made without deduction or compensation in cash at the registered office of NORAH Plastics or by bank transfer, in each case within 30 days of the invoice date, unless otherwise agreed in writing.

5.2 If payment is not made in cash or if another method of payment has been agreed, the Other Party shall be in default after the expiry of the agreed payment period without any notice of default being required, irrespective of whether the exceeding of the period is attributable to the Other Party or not.

5.3 Without prejudice to its other rights, NORAH Plastics shall then be entitled to charge interest on the outstanding amount from the due date at the rate of 1.5% per month or part of a month.

5.4 All extrajudicial and judicial costs incurred by NORAH Plastics in the context of a dispute with the other party, both for claiming and defending, shall be borne by the other party. Extrajudicial collection costs shall be determined in accordance with the collection tariff of the Dutch Bar Association; judicial collection costs in the amount actually paid by NORAH Plastics in the course of the proceedings, even if this exceeds the liquidated costs of the proceedings.

5.5 Incoming payments shall be used to settle the oldest outstanding items - including interest and costs - even if the other party declares otherwise.

5.6 In case of late payment, any exchange rate difference to the detriment of NORAH Plastics shall be borne by the other party. Reference dates are the due date of the invoice and the date of payment.

6. CHANGES TO THE ORDER
6.1 Changes to the original order, of whatever nature, must be accepted by NORAH Plastics in writing. If this results in a higher price than provided for in the offer or order confirmation, NORAH Plastics shall be entitled to increase the price accordingly. Changes to the order resulting in a reduction of costs shall lead to a corresponding adjustment of the agreed price. The originally agreed execution period shall become invalid due to the change.

7. CANCELLATION
7.1 In the event of cancellation in whole or in part by the other party, all costs incurred by NORAH Plastics in connection with the order, as well as lost profits, shall be immediately due and payable, with a minimum of 15% of the principal amount, which may be increased by NORAH Plastics to the extent necessary to cover the loss suffered by NORAH Plastics as a result of the cancellation.

8. DELIVERY TIME, DELIVERY, RISK
8.1 The delivery period stated or agreed in the offer, quotation and/or order confirmation and/or contract does not constitute a final deadline, even if the other party has expressly accepted it orally or in writing. In the event of a late delivery, NORAH Plastics shall not be in default until it has received a written notice of default setting NORAH Plastics a deadline of 90 days for performance. The delivery time shall also include the assembly time. NORAH Plastics shall be entitled to cancel orders in writing or by telephone without giving reasons.

8. 2 The stated or agreed delivery period shall in any case, but not exclusively, be automatically extended by the period(s) during which - the other party fails to fulfil one or more of its obligations towards NORAH Plastics or there is a reasonable fear that it will fail to fulfil them, irrespective of whether the reasons for this are justified or not; - the other party fails to enable NORAH Plastics to perform the contract; this is, inter alia, the case if the other party fails to notify the place of delivery or to provide the data, goods or facilities required for performance, or if the other party refuses to collect the goods or refuses to accept or unload the goods.

8.3 Delivery of goods in the Netherlands and Belgium shall be made ex NORAH Plastics' warehouse, unless otherwise agreed in writing. Even if the shipment is carriage paid, all goods are transported at the risk of the other party.
8.4 If NORAH Plastics takes over the shipment of the goods at the request of the other party or if the agreed parity of the ICC Incoterms imposes this care on NORAH Plastics, the time, mode and route of shipment shall be at its discretion. The goods shall be transported at the risk of the other party. NORAH Plastics shall only take out transport insurance at the express request of the other party; all associated costs shall be borne by the other party.

8.5 Delivery of the goods shall be deemed to have taken place at the moment the goods are made available to the other party at NORAH Plastics, at a delivery center to be designated or at the premises of the other party (without prejudice to the retention of title provided for in Article 13 below). If the Other Party does not accept the goods, they shall be stored or sold by NORAH Plastics at its expense and risk. NORAH Plastics shall have the right to collect its claim from the proceeds.

8.6 With regard to the delivery, NORAH Plastics reserves the usual leeway. With regard to the quantity to be delivered, NORAH Plastics shall have fulfilled its obligations towards the other party in any case if it delivers 10% more or less than the quantity ordered. NORAH Plastics reserves a tolerance of 15% upwards or downwards on the stated gram weights. Different copies of a delivered product may differ in the exact weight, which shall not affect the fact that NORAH Plastics has fulfilled its obligations.

8.7 Delivery outside the Netherlands shall be ex works (EXW) ICC Incoterms 1990, unless another Incoterm of the International Chamber of Commerce (ICC), edition 1990, has been agreed in writing.

8.8 NORAH Plastics shall be entitled to have the order executed by one or more third parties if this does not affect the agreed quality.

8.9 Partial deliveries or execution of the order in parts are permitted. NORAH Plastics shall have the right to invoice partial deliveries to the other party separately and to demand payment before the next partial delivery.

8.10 A call order is understood to be an order where, within a delivery period specified in the order, the time of delivery is made dependent on a call by the other party. If nothing has been agreed on the time of the call, the last day of the delivery period shall be deemed the time of the call. Delivery shall be made within 90 days after receipt of the written call by NORAH Plastics. If the other party does not call off within the delivery period stipulated in the order, NORAH Plastics shall be entitled to deliver within 90 days after the last day of the delivery period and the other party shall thus be obliged to take delivery. After expiry of the delivery period, the Other Party shall in any case owe the full amount of this call-off order. The provisions of article 8.5 shall apply accordingly.

8.11 The packaging of the goods to be delivered is at the discretion of NORAH Plastics. Packaging of delivery items intended for repeated use shall remain the property of NORAH Plastics. The packaging shall be kept carefully by the other party and shall be made available to NORAH Plastics upon first request. The other party shall be fully liable for damage to or loss of the packaging.
8.12 In the event of returns, the associated costs shall be borne by the other party and the goods shall travel at its risk. The return shall only be completed after the actual receipt of the goods.

8.13 Goods to be provided to NORAH Plastics by or on behalf of the Other Party, such as parts intended to be incorporated or processed in, on or to the goods to be manufactured and/or delivered and/or assembled by NORAH Plastics, must be delivered by the Other Party to the warehouse of NORAH Plastics in due time, free of charge and carriage paid. The Customer guarantees and is liable for the integrity and good usability of the said goods and indemnifies NORAH Plastics against claims of third parties due to inaccuracies. The other party is obliged to compensate NORAH Plastics for all damages caused by possible inaccuracies.

9. ASSEMBLY
9.1 The assembly, construction and installation of all facilities required for the execution of the order or the commissioning of the delivered items (including architectural facilities) shall be carried out at the expense and risk of the other party.

9.2 The Other Party shall ensure that this work is carried out properly and on time and that such facilities are provided that the assembly, construction or installation is not delayed and can be carried out without problems. 9.3 Any additional work beyond the scope of the contract shall be billed by NORAH Plastics as additional work.

10. WARRANTY/COMPLAINTS
10.1 NORAH Plastics warrants that all goods delivered by it are suitable and legally permissible for the purpose intended by NORAH Plastics, that they comply with the agreed specifications and that these goods are free from material and manufacturing defects.

10.2 Under penalty of forfeiture of its right to complain, the Other Party must note any complaints regarding the invoice amount, visible defects in the delivered goods or assembly, defects regarding the quantity to be delivered or damage to the packaging on the consignment note upon delivery of the goods or notify NORAH Plastics in writing by registered mail within 3 days after receipt and/or delivery and/or assembly with a precise description of the complaints. For all other complaints, also in writing by registered mail and with a precise description of the complaint(s), a period of 5 days after the defects have become known or could reasonably have become known shall apply. Complaints after a period of 1 (one) year after receipt and/or delivery and/or assembly will not be accepted by NORAH Plastics. The goods in question shall be carefully stored by the other party and made available to NORAH Plastics for inspection upon first request. Any right to reclaim shall expire if the other party does not comply with these obligations or does not comply with them completely.

10.3 Complaints are not possible if - the delivered goods and/or the assembly show one or more defects and/or the defects are due to the unsuitability of the materials and/or parts provided or prescribed by the Buyer or due to incomplete and/or incorrect information provided by the Other Party; - the goods have been used for a purpose other than normally intended or, in the opinion of NORAH Plastics, have been improperly used, stored, cleaned, maintained or transported or have been assembled, altered or repaired by the other party or a third party without the written consent of NORAH Plastics; - the damage was caused by negligence on the part of the other party (e. g. e.g. insufficient maintenance) or by the Other Party having acted contrary to the instructions, directions and/or advice; that monitoring and/or test sample analyses have not been carried out on the Product; - the Other Party having tested and approved the Product to be delivered prior to delivery of the Order; - the Other Party having failed to meet its obligations (financial or otherwise) towards NORAH Plastics.

10.4 If the other party complains in accordance with the provisions of the relevant contract and these general terms and conditions and NORAH Plastics determines that its complaint is justified, NORAH Plastics shall, at its own discretion, replace the defective goods (or parts thereof) free of charge (after which the replaced goods shall become its property) or repair or rework the work or grant a price reduction.

10.5 The settlement of a complaint does not suspend the payment obligation of the other party.

10.6 The handling of a complaint outside the cases described above is entirely without obligation and the other party cannot derive any rights from it.

11. APPROVAL
11.1 The goods will be inspected by NORAH Plastics before delivery. The other party has the right, at its own expense, to inspect the goods prior to delivery at a time and place determined by NORAH Plastics.

12. NON-PERFORMANCE/CANCELLATION/SUSPENSION
12.1 NORAH Plastics is entitled to immediately dissolve the agreement in whole or in part or to suspend its execution without judicial intervention, without prejudice to its other rights (to performance and/or compensation), if - the other party breaches any provision of the agreement between the parties or of these General Terms and Conditions; - the other party dies, applies for a moratorium or files for bankruptcy; - the other party's bankruptcy is filed; - the other party's business is shut down or liquidated or taken over in whole or in part; - a private settlement is offered; - part of the other party's assets are seized pursuant to a writ of execution or conservatorship; - a default in payment is reported in accordance with the relevant provisions of the Social Security Coordination Act. In such cases, any claim against the other party shall become immediately due and payable without NORAH Plastics being obliged to pay any compensation.

12.2 In all cases in which the other party must seriously consider that it will not be able to meet its obligations towards NORAH Plastics, including but not limited to the cases referred to in the previous paragraph, as well as in the event that it intends to leave the Netherlands, it is obliged to notify NORAH Plastics immediately by telephone and to confirm this notification in writing.

12.3 The provisions in paragraph 1 of this article shall apply mutatis mutandis if the other party provides incorrect information about his person or financial circumstances which are relevant for the performance of the contract, as well as if the other party does not provide security which is sufficient in the opinion of NORAH Plastics within seven days after a written request.

13. RETENTION OF TITLE
13.1 Delivery shall be made subject to retention of title. This reservation applies to the claims for payment of all goods delivered or to be delivered by NORAH Plastics to the other party on the basis of a contract and/or work carried out for the other party as well as to the claims due to the other party's non-performance of these contracts.
13.2 NORAH Plastics shall be entitled in the cases referred to in Article 12 paragraph 1 to take back the delivered goods which have remained its property in accordance with the previous paragraph of this Article. Such repossession shall constitute a dissolution of the contract(s) concluded with the Other Party. The other party irrevocably authorizes NORAH Plastics to remove (have removed) the relevant goods, if necessary, from where they are located.

13.3 The contracting party shall be entitled to dispose of the Retained Goods if and to the extent necessary in the ordinary course of business. If the contracting party makes use of this right, he shall be obliged to deliver the reserved goods to third parties only subject to NORAH Plastics' property rights. Furthermore, he is obliged to grant NORAH Plastics a silent lien on the claims he has or will have against these third parties upon first request. In case the other party refuses to do so, this provision shall be deemed an irrevocable power of attorney to NORAH Plastics to create this lien. The other party is not entitled to pledge the goods subject to retention of title or to infringe NORAH Plastics' right of ownership in any way by creating a limited right in rem.

13.4 If the products delivered or to be delivered by NORAH Plastics are intended to be assembled or mixed with the property of third parties or are to be resold to third parties in the ordinary course of business of the other party, the other party shall be obliged to grant a non-possessory lien on the claims it has or will have against such third parties at the first request of NORAH Plastics, if applicable before delivery. The Other Party shall fully cooperate in all measures required for this purpose. Should the other party refuse to do so, this provision shall also be deemed to be an irrevocable power of attorney to us to create this pledge.

13.5 The Other Party undertakes vis-à-vis NORAH Plastics to mark the items delivered under retention of title as property of NORAH Plastics.

13.6 The contracting party undertakes vis-à-vis NORAH Plastics to take out sufficient insurance with a reputable insurer at its own expense upon first request covering all risks in connection with the goods delivered under retention of title (such as. - but not limited to - theft and misappropriation, theft, misappropriation, fire, explosion and water damage) and to authorize NORAH Plastics to collect any claims directly from the insurer or to grant NORAH Plastics an undisclosed lien on first demand on the claims the other party has or will have against the insurer concerned. In the event that the other party refuses to do so, this provision shall also constitute an irrevocable power of attorney to NORAH Plastics to establish such lien. The Other Party undertakes vis-à-vis NORAH Plastics to provide NORAH Plastics with a copy of the relevant insurance policy immediately upon receipt.

13.7 NORAH Plastics shall grant the contracting party, as soon as the contracting party has fulfilled its payment obligations under this and similar contracts, title to the delivered goods subject to a non-possessory pledge in favor of other claims we have or will have against the contracting party. If the other party refuses to do so, this provision shall be deemed to be an irrevocable power of attorney for us to create this pledge.

14. RIGHT OF RETENTION
14.1 NORAH Plastics shall be entitled to suspend the performance of the obligation to deliver an item of the other party which it has in its custody under a contract with the other party until the claim of NORAH Plastics in respect of this item has been settled in full, including interest and costs.

15. LIABILITY
15.1 NORAH Plastics shall not be liable for any damage resulting from any defective performance of its obligation(s) towards the other party. The fulfillment of the obligations resulting from the advertising, as described in Article 10 above, shall be considered as the sole and full compensation. Any other claim for compensation, for whatever reason, is excluded, except in case of intent or gross negligence of NORAH Plastics or its officers. In the latter case, NORAH Plastics' liability shall in any event be limited to a maximum of the purchase price of the goods concerned. NORAH Plastics shall in no case be obliged to compensate for consequential damages.

15.2 NORAH Plastics shall also not be liable for intent or (gross) negligence of (non-executive) employees or other persons engaged by it in the performance of the contract.

15.3 The other party shall indemnify NORAH Plastics against claims of third parties for damage resulting from the goods and services supplied by NORAH Plastics if and to the extent that the damage was caused by the negligence of the other party, its subordinates or other persons employed by the other party under the contract(s) concluded with a third party.

15.4 NORAH Plastics shall not be liable for any advice given by or on behalf of NORAH Plastics.

15.5 NORAH Plastics shall not be liable for any damage resulting from inaccuracies in data, drawings, etc. or advice provided to it by or on behalf of the other party to be used in the performance of the contract. NORAH Plastics is not obliged to verify data, documents, etc. received from the other party or about it from third parties. The other party vouches for the accuracy of this data and indemnifies NORAH Plastics against all claims of third parties resulting from any inaccuracies. The Other Party shall compensate NORAH Plastics for all damages incurred by NORAH Plastics due to such inaccuracies.

16. TRANSMISSION
16. 1 Force Majeure for the purposes of these General Conditions shall mean any circumstance beyond the will and control of NORAH Plastics, which is not foreseeable at the time of entering into the Contract and by reason of which NORAH Plastics cannot reasonably be required to perform, including but not limited to war, governmental action, shortage of raw materials operational or transportation disruptions of any kind, delay or interruption of work in NORAH Plastics' business, strikes, debarment or shortage of personnel, quarantine, epidemics, failure of third parties engaged by NORAH Plastics to perform the contract (such as. such as delayed delivery by suppliers), weather conditions, defects, accidents, etc.

16.2 Whether an event of force majeure within the meaning of this Article exists shall be at the sole discretion of NORAH Plastics.

16.3 Force majeure shall give NORAH Plastics the right to terminate the Contract either in whole or in part or to suspend the performance of its obligations without being obliged to pay any compensation. With regard to the part of the contract already executed, the other party shall remain obliged to pay.

17. CONFIDENTIALITY/INTELLECTUAL PROPERTY RIGHTS
17.1 The Other Party undertakes to keep all data and information relating to NORAH Plastics or its business in the broadest sense of the word completely confidential, both during and after termination of the Agreement and the relationship between the Parties, provided that such data has been provided in confidence or is obviously of a confidential nature.

17.2 NORAH Plastics reserves all rights (including intellectual property rights) in the broadest sense and in full, in particular the copyrights to all works within the meaning of Article 10 of the Copyright Act, products and services arising from or related to the Agreement between the Parties, unless otherwise agreed in writing.

17.3 The Other Party undertakes not to infringe the rights referred to in paragraph 2 of this Article in any way, directly or indirectly, whether by use or otherwise, including a claim for cancellation, and acknowledges that NORAH Plastics is entitled in this respect. The other party undertakes to inform NORAH Plastics immediately if it becomes aware of any infringement of NORAH Plastics' rights.

17.4 The Buyer shall not be entitled to transfer these rights in whole or in part to third parties or to contribute them to a community, company or legal entity without our written consent.

17.5 NORAH Plastics reserves the right to use the knowledge and experience gained during the execution of an order for other purposes.

17.6 If NORAH Plastics manufactures and/or assembles goods according to drawings, samples, models or other instructions in the broadest sense of the word which it has received from the other party or through it from third parties, the other party guarantees that the manufacture and/or delivery and/or assembly of these goods does not infringe any (intellectual property) rights of third parties. The other party indemnifies NORAH Plastics against all claims of third parties.

17.7 If a third party objects to the manufacture and/or delivery and/or assembly of the relevant goods on the basis of a right referred to in paragraph 6 of this article, NORAH Plastics shall have the right to immediately stop the manufacture and/or assembly and/or delivery of these goods. In this case, the other party shall be obliged to reimburse NORAH Plastics for the costs incurred, without prejudice to NORAH Plastics' claims for full compensation. NORAH Plastics is not obliged to pay damages to the other party.

18. INFRINGEMENT/FINES
18.1 Should the Other Party culpably fail to perform its obligations under the Agreement, in particular but not exclusively those referred to in Article 17 of these General Terms and Conditions, it shall forfeit to NORAH Plastics an immediately due fine of EUR 12,000 for each breach and an immediately due fine of EUR 200 for each day the breach continues, without prejudice to the right to full damages.

19. TRANSFER OF RIGHTS AND OBLIGATIONS
19.1 NORAH Plastics has the right to transfer all rights and obligations arising from the agreement with the other party to a third party. The other party agrees to this now and in the future.

20. PARTIAL INVALIDITY

20.1 If one or more provisions of the agreement with the other party or of these General Terms and Conditions are not or not fully legally valid, the remaining provisions shall remain unaffected. In place of the invalid provisions, an appropriate provision shall apply which comes as close as possible in legal effect to what the parties intended and to the economic result they sought.

21. PLACE OF PERFORMANCE, APPLICABLE LAW, PLACE OF JURISDICTION
21.1 The place of business of NORAH Plastics is the place where the other party has to perform its obligations towards NORAH Plastics.

21.2 All offers and contracts of NORAH Plastics shall be governed exclusively by Dutch law, with the exception of the provisions of Section 6:5.3 of the Civil Code. The provisions of the UN Sales Convention shall not apply.

21.3 All disputes arising from the agreement concluded between the other party and NORAH Plastics or from further agreements resulting therefrom shall be decided by the competent court in Arnhem.

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