GENERAL TERMS AND CONDITIONS OF PURCHASE, SALE AND DELIVERY

DRAKE & FARRELL INTERNATIONAL B.V.

ARTICLE 1. DEFINITIONS
In these terms and conditions, the following terms will have the following meanings:
a. Drake 5- Farrell International: the natural or legal person that carries on business under this name and/or its affiliated companies;
b. affiliated companies: any parent, subsidiary and/or affiliated companies of Drake 5- Farrell International, which are (alliances of natural or) legal persons in which Drake 5- Farrell International holds an organisational, financial or economie interest of over fifty percent and therefore has the corresponding control thereof or such (alliances of natural or) legal persons which have such financial, organisational or economie interest and control in Drake 5- Farrell International;
c. Other Party: the natural or legal person that engaged Drake 5- Farrell International or was engaged by
Drake 5- Farrell International to execute the assignment laid down under d.;
d. assignment: an assignment granted to Drake 5- Farrell International or received from Drake 5- Farrell International to manufacture, process or package goods or perform services, whether or not in connection therewith;
e. quotation: all offers, price estimates, budgeted costings, pre-calculations or communications of a similar nature, whether referred to as such or not;
f. in writing: in writing or by electronic means;
g. auxiliary persons: subordinates of Drake 5- Farrell International and persons whose services Drake 5-
Farrell International uses to execute the assignment;
h. activities: all activities to be carried out by Drake 5- Farrell International for the Other Party for which the assignment has been granted and accepted by Drake 5- Farrell International and all activities ensuing therefrom to be carried out by Drake 5- Farrell International;
i. the terms and conditions: these general terms and conditions of purchase, sale and delivery.

ARTICLE 2. APPLICABILITY
1. The terms and conditions apply to the formation, content and fulfilment of all agreements concluded between Drake 5- Farrell International and/or its affiliated companies on the one hand, and the Other Party on the other hand. Drake 5- Farrell International and/or its affiliated companies are mutually authorised to collect debts from the Other Party, even if these result from an agreement concluded between Drake 5- Farrell International and/or (one of the) affiliated companies separately with the Other Party.
2. The Other Party’s general terms and conditions will only apply if it has been explicitly agreed in writing that they will apply to the agreement between parties to the exclusion of these terms of conditions.

ARTICLE 3. QUOTATIONS
1. The terms and conditions apply to all quotations submitted by Drake 5- Farrell International. All stipulations derogating from the terms and conditions are only binding if confirmed in writing and apply exclusively to the relevant assignment for which they have been drawn up.
2. lf the quotation does not explicitly specify a period of time for acceptance in writing, it will not bind Drake 5- Farrell International but will merely serve as an invitation for the granting of the assignment.
3. A quotation will not oblige Drake 5- Farrell International to conclude an agreement with the Other Party.
4. A quotation will remain valid for the period of time stipulated in the quotation and failing such stipulation, fora period of 4 weeks.

ARTICLE 4. ASSIGNMENTS
1. Assignments granted by the Other Party, irrespective of the manner in which they have been granted, bind the Other Party. This also applies to assignments, agreements, arrangements or appointments, concluded or made by agents, representatives or other intermediaries of the Other Party.
2. Assignments will only bind Drake & Farrell International upon their acceptance in writing.
3. Any amendments made to assignments must be agreed in writing. Costs incurred by Drake & Farrell International in executing the original assignment will be charged to the Other Party.
4. Drake & Farrell International will carry out the assignment to the best of its ability and with due observance of applicable laws and regulations.
5. Drake & Farrell International will determine how and by whom the assignment will be carried out.
5. Drake & Farrell International is entitled to have activities carried out by one or more third parties to be designated by Drake & Farrell International.
7. lf the execution of an assignment takes place by delivery in stages, each delivery will be deemed a separate transaction with all associated legal consequences.
8. The Other Party will carry the risk of any misunderstandings regarding the content and execution of the assignment if the details or information submitted orally by the Other Party or communicated by technica! means, such as, telephone, facsimile or other means of electronic communication and transmission media to Drake & Farrell International were not received, were incorrect, were not communicated in good time or were incomplete.

ARTICLE 5. CANCELLATION
1. lf an assignment is cancelled by the Other Party in the period between confirmation and execution thereof, Drake & Farrell International is entitled to charge 15% of the amount to be invoiced over and above the costs incurred up to the date of cancellation, without prejudice to its rights to claim compensation or damages.
2. lf the Other Party cancels an agreement concluded with Drake & Farrell International after Drake & Farrell International has commenced with the execution of the assignment, the Other Party is liable for the whole amount contractually agreed for the assignment, unless Drake & Farrell International has attributably failed in the performance of its obligations and this has been confirmed by means of a fin al and binding judgment.

ARTICLE 6. DELIVERY
1. The materials to be processed by Drake & Farrell International within the framework of the assignment must be delivered to Drake & Farrell International or to the address indicated by Drake & Farrell International by the Other Party or the third party engaged by it in good time and at its responsibility, cost and risk. lf delivery is not carriage paid, the transportation costs will be borne by the Other Party.
2. Pallet costs will be borne by the Other Party. Drake & Farrell International will always be entitled to reclaim a pallet.

ARTICLE 7. DELIVERY PERIODS
1 lf Drake & Farrell International and the Other Party agree a delivery period or date within which the assignment must have been completed and the Other Party fails to:
(a) make an advance payment, if this has been agreed, or
(b) to make the necessary materials available in good time, complete, in the desired form and in the desired manner, Drake & Farrell International and the Other Partywill consult on a new time/date within which the assignment must be carried out.
2. In the event of force majeure Drake & Farrell International is entitled to extend the delivery date for the duration of the force majeure or to terminate the agreement by means of a written statement.

3. Time frames within which the activities must have been completed, will only be deemed a final deadline if this has been expressly agreed between Drake & Farrell International and the Other Party in writing.
4. The date of delivery is deemed to be one day after the date on which goods are, or the material is, made available for dispatch by the transport company.
5. The Other Party is obliged to take delivery of the goods or the packaged materials delivered as soon as they are made available or delivered by Drake & Farrell International.

ARTICLE 8. DELIVERIES
1. All deliveries will take place ex-factory, unless explicitly agreed otherwise.
2. Drake & Farrell International will determine the manner of dispatch for carriage-paid deliveries. lf another
manner of dispatch is opted for, any possible additional costs will be for the account of the Other Party.
3. Additional costs incurred with respect to the urgency of the assignment will be for the account of the Other Party.

ARTICLE 9. PRICES
1. In the event of an increase in cost-price determining factors, Drake & Farrell International will be entitled to increase the prices accordingly with due observance of the principles of reasonableness and fairness, even if this takes place in circumstances foreseeable at the time of quotation/offer or order confirmation.
2. All expenses incurred by Drake & Farrell International, including the invoices of third parties engaged by Drake & Farrell International, will be charged to the Other Party in addition to the agreed price.
3. Drake & Farrell International is entitled to request an advance payment from the Other Party.
4. For ex-factory deliveries, all import, export and excise duties, import and export taxes, clearance costs and costs of packaging and dispatch will be for the account of the Other Party, unless explicitly agreed otherwise. Transport costs will always be invoiced separately. All prices are exclusive of Value Added Tax (VAT) (when applicable).
5. lf a fee or price adjustment takes place after formation but before full completion of the assignment, Drake & Farrell International is entitled to adjust the agreed price accordingly.
5. lf Drake & Farrell International establishes that the material delivered deviates from the specifications or quality cited by the Other Party before or during execution of the assignment, all price increases ensuing therefrom will be for the account of the Other Party.

ARTICLE 10. PAYMENT
1. Unless explicitly agreed otherwise, payment must be made within 14 days of the invoice date either by payment into or transfer to a bank account indicated by Drake & Farrell International. The date of payment is the date the payment is credited to the bank account of Drake & Farrell International.
2. lf payment is not received by Drake & Farrell International within the stipulated period, the Other Party will be in default by operation of law and will therefore be liable for payment of 1% interest per month, calculated on the due and payable amount with effect from the expiry date, without any demand or notice of default being necessary, and without prejudice to the right of Drake & Farrell International to immediately claim the due and payable amount plus the interest and costs incurred for the extra-judicia! or judicia! collection of thereof. The costs relating to extra-judicia! collection will be determined between the parties on basis of the tariffs of the Netherlands Bar Association, which costs will be additional to the costs of any legal proceedings in the event of judicia! collection. lf Drake & Farrell International can prove that it has incurred higher costs that were reasonably necessary, these costs will also qualify for payment by the Other Party.
3. Postage will be charged by way of advance invoice to the Other Party and must be paid within seven days.

4. lf execution of an assignment continues for langer than one month, the activities will be invoiced on a monthly basis.
5. The Other Party is bound to pay all amounts charged by Drake & Farrell International without deduction or set-off. Complaints relating to any performance will not affect the Other Party’s payment obligation and will not entitle it to suspend such obligation.
5. In the event of an assignment granted jointly, the other parties – to the extent the activities are carried out for both parties – are jointly and severally liable for payment of the invoice amount plus any interest and costs that may be due.
7. Drake & Farrell International is entitled, before continuing its performance under the agreement, to require the Other Party to provide replacement or additional security for the fulfilment of its payment obligations.
8. Until such time that Drake & Farrell lnternational’s claim has been settled in full by the Other Party, the goods delivered by Drake & Farrell International, irrespective of whether these were or have become its property through accession, merger or specification, will remain the property of Drake & Farrell International. lf the Other Party continues to owe any amounts to Drake & Farrell International relating to previous deliveries or on any other grounds, Drake & Farrell International will retain a pledge on the relevant goods up until such time that the Other Party has fully discharged its debts towards Drake & Farrell International.
9. lf Drake & Farrell International becomes involved in judicia! proceedings through the Other Party or ensuing from an agreement concluded with the Other Party, all costs incurred by Drake & Farrell International with respect to these proceedings will be for the account of the Other Party and the Other Partywill be obliged to pay these costs without deduction or set-off on first submission of Drake & Farrell lnternational’s specification if and insofar as these proceedings are decided in Drake & Farrell lnternational’s favour, or an order to pay costs has been given or will be given against the Other Party in these proceedings.
10. Drake & Farrell International remains entitled to set-off any amounts invoiced to it by the Other Party or any claim that the Other Party may have against it, irrespective of the basis thereof, against that which it is still owed by the Other Party – whether or not due and payable by the Other Party – and, in such case, it is entitled to suspend the performance of any possible obligations it may have toward the Other Party, for whatever reason, until such time that it has no outstanding claims against the Other Party.
11. Payments made by the Other Party will always serve to settle all interests and costs due and subsequently the oldest outstanding invoices due even if the Other Party states that the payment is made in settlement of a later invoice. This also applies with respect to possible credit notes. Any credit note received by the Other Party must, insofar as is possible, be considered a right to claim a set-off.

ARTICLE 11. LIABILITY
1. Drake & Farrell International is not liable for loss suffered by the Other Party arising as a result of the Other Party furnishing Drake & Farrell International with incorrect or incomplete material.
2. Drake & Farrell International is not liable for any consequential loss, loss of profits or indirect loss suffered as a result of the failure, untimely or improper performance on the part of Drake & Farrell International.
3. Drake & Farrell International is only liable towards the Other Party for direct loss which is the direct consequence of a (related series of) attributable failure(s) in the performance of the assignment. This liability is limited to the sum of the invoice for the assignment, in other words, will not exceed the sum due for the assignment, and with respect to delivery in consignments to no more than the relevant consignment of aforementioned sum for the partial delivery.
4. A related series of attributable failures will be deemed one attributable failure.
5. Drake & Farrell International is not liable for the damage to or loss of goods of the Other Party or third parties that have been made available for the preparation and/or execution of the agreement.

5. lf the Other Party requests Drake & Farrell International to affix or display the UAC code on the packaging ordered, Drake & Farrell International will not be liable for the legibility of the UAC code or any other codes.
7. The limitations of liability included in this article will not apply if and insofar as Drake & Farrell International is guilty of intent or wilful recklessness.
8. The Other Party is obliged to take risk-reducing measures.
9. Drake & Farrell International is indemnified by the Other Party against third-party claims for loss caused by the Other Party failing to provide Drake & Farrell International with material, or providing Drake & Farrell International with incorrect or incomplete material.
10. lf Drake & Farrell International carries out activities in accordance with drawings, models, samples or other instructions, all within the broadest sense of the word, received from the Other Party, the Other Party warrants that the activities will not infringe any trademark, patent, utility or trade model or any other third-party right. lf a third party objects to the activities carried out by Drake & Farrell International on the basis of any alleged right, the Other Party indemnifies Drake & Farrell International against all claims from whatever third party, and Drake & Farrell International is entitled to immediately stop its activities and claim compensation for all costs incurred in addition to compensation of damages from the Other Party, without any liability for compensation of damages on the part of Drake & Farrell International.
11. The Other Party indemnifies Drake & Farrell International against claims by third parties (including employees of Drake & Farrell International and third parties engaged by the Other Party) who suffered damage or loss in connection with the execution of the assignment, which loss is the result of acts of negligence on the part of Drake & Farrell International or unsafe situations within its company or organisation.

ARTICLE 12. DAMAGE/INSURANCE
1. Transport and storage of the materials that are to be processed by Drake & Farrell International, will be for the account and risk of the Other Party.
2. Drake & Farrell International, if required, will insure the material to be processed at the expense of the Other Party against theft, fraud, disappearance, loss and/or damage after having received a written statement of the value of the goods. Drake & Farrell International, in any event, will only be liable up to the amount which is covered by the insurance in the relevant instance.
3. In the event of ex-factory deliveries, all goods processed or sold will regarded as ex-factory and the Other Party will bear the risk at the time the goods are handed over to the carrier or freight forwarder, irrespective of whomsoever gives the instruction. Drake & Farrell International is never liable for any damage caused to the goods made available to it or processed or sold to it, during loading and unloading regardless of the cause of the damage.
4. lf Drake & Farrell International resells goods received from its suppliers or engages the services of third parties in the execution of its assignment, the liability and guarantee provisions of said third parties will apply exclusively. Drake & Farrell International will inform the Other Party of the provisions applicable on request. The liability of Drake & Farrell International towards the Other Party will never exceed the liability Drake & Farrell International can invoke against said third parties.

ARTICLE 13. QUANTITY /QUALITY
1. Drake & Farrell International must be informed by registered post and by additional written notice of claims for shortcomings regarding the quantity or regarding the quality of the activities carried out and/or materials delivered immediately on delivery of the materials or after receipt by the Other Party on the dispatch advice, consignment note, receipt or other type of confirmation of receipt, failing which the Other Party will be deemed to have accepted the quantity and quality of that delivered.
2. Defects in part of the delivery or partial defects regarding a consignment do not constitute a right to refuse the whole consignment.

3. Complaints or disputes of whatever nature do not entitle the Other Party to suspend payment.
4. Return of the consignment or part thereof may only take place after Drake & Farrell International has given its written consent in this respect. lf, after inspection, a complaint appears unfounded, all costs for return and delivery will be for the account of the Other Party. lf a complaint is deemed valid, the return costs will be for the account of Drake & Farrell International.
5. Drake & Farrell International will assume that the quantity indicated by or on behalf of the Other Party on the dispatch advice is correct.

ARTICLE 14. TERMINATION
1. Drake & Farrell International is entitled to terminate all agreements with the Other Party without judicia! intervention at such time that the Other Party is declared bankrupt, applies for suspension of payments, or a petition by the Other Party, natural person, for statutory debt adjustment is granted by the court, or the Other Party loses full or partial power of disposition of its assets through attachment, or is placed under administration or is subject toa guardianship order or otherwise, or is unable to fulfil its financial obligations.
2. As a result of the termination, all outstanding amounts will become immediately due and payable. The Other Party will be liable for any loss suffered by Drake & Farrell International, including but not limited to loss of profits and transport costs.

ARTICLE 15. FORCE MAJEURE
1. Force majeure is understood to mean circumstances impeding the fulfilment of the obligation, which are not attributable to Drake & Farrell International. Such circumstances include (if and insofar as these circumstances impede fulfilment or unreasonably impede the fulfilment thereof): war, threat of war, civil war, riot, wilful damage, fire, water and flood damage, job strike, sit-down strike, lockout, import and export barriers, government measures, machinery breakdown, energy supply failure at Drake & Farrell International and at third parties from whom Drake & Farrell International must purchase the necessary materials or raw materials as well as in buildings or during transport whether or not self­ administered. And furthermore all other circumstances for which Drake & Farrell International cannot be held responsible or that are beyond its control.
2. Drake & Farrell International will also be entitled to invoke force majeure if the circumstance that
impedes fulfilment or further fulfilment arises after Drake & Farrell International should have fulfilled its agreement.
3. Delivery and other obligations of Drake & Farrell International will be suspended for as long as the force majeure situation continues. lf such force majeure situation, during which time Drake & Farrell International is unable to fulfil its obligations, continues for longer than two months, both parties are entitled to terminate the agreement without there being any obligation to pay any compensation whatsoever.
4. lf Drake & Farrell International has fulfilled part of its obligations or is only able to partly fulfil its obligations at the time of commencement of the force majeure situation, it will be entitled to charge for the part delivered or the deliverable part separately and the Other Party will be obliged to pay this invoice as if this was a separate agreement. This will not apply if the part delivered or to be delivered has no independent value.

ARTICLE 16. REMNANTS
1. lf Drake & Farrell International does not receive instructions from the Other Party regarding any remnants, Drake & Farrell International will be entitled to return or destroy any remnants of materials two weeks after the delivery date in any manner it deerns fit.
2. The transport costs regarding the return or destruction of materials including the packaging, will be for the account of the Other Party.

3. lf the Other Party fails to return pallets and other packaging made available by Drake & Farrell International on its own initiative or after having received a written request to do so, all associated retrieval costs, in the event of pallets a minimum of€ 13 per pallet, will be for the account of the Other Party.

ARTICLE 17. STORAGE
1. For goods or materials stored at Drake & Farrell International for langer than one week, not including the period between submission to and delivery of these goods and materials by Drake & Farrell International, the Other Party will be charged an amount for storage thereof. This amount will be calculated per pallet space or per m2 per day.
2. During the period referred to in paragraph 1 above, the goods or materials will not be insured by Drake & Farrell International, and Drake & Farrell International will never be liable for any damage, loss or other type of damage and/or loss, whatever the cause, unless such damage and/or loss results from intent or deliberate recklessness on the part of Drake & Farrell International.

ARTICLE 18. INTELLECTUAL PROPERTY
1. The execution of the assignment by Drake & Farrell International does not entail the transfer of any intellectual property rights belonging to Drake & Farrell International. All intellectual property rights arising during or ensuing from the execution of the assignment belang to Drake & Farrell International.
2. The copyright and all other intellectual or industrial property rights to goods, such as those delivered or made available by Drake & Farrell International to the Other Party, regardless of whether Drake & Farrell International acted on the instruction or direction of, or pursuant to the specifications of the Other Party, are exclusively vested in Drake & Farrell International or its licensors and the Other Party will only acquire the user rights expressly granted by these general terms and conditions, unless agreed otherwise in writing.
3. Drake & Farrell International grants the Other Party only the non-exclusive right to use the rights referred to above. The Other Party may only use these rights for its own company and for the purpose granted by Drake & Farrell International.
4. The user rights may not be transferred to third parties without the prior written consent of Drake & Farrell International. The Other Party may not sell, lease, alienate or assign these rights as security, nor make them available to third parties in any manner whatsoever.
5. The Other Party is expressly prohibited from reproducing, disclosing or exploiting products that embody the intellectual property rights belonging to Drake & Farrell International, or products covered by intellectual property rights for which Drake & Farrell International has acquired the user rights -which, in any event include but are not limited to: computer programmes, system designs, work methods, advice, templates, macros and other products of the mind.
5. The Other Party may not submit the products referred to in the above fifth paragraph to third parties without the prior written consent of Drake & Farrell International, other than to obtain an expert opinion with regard to Drake & Farrell lnternational’s execution of the activities. In that case, the Other Party will impose its obligations under this article on the third parties it engages.

ARTICLE 19. EXPIRY PERIODS
lnsofar as these general terms and conditions do not provide otherwise, any rights of claim or other powers of whatever nature that the Other Party might have against Drake & Farrell International in connection with the activities carried out by Drake & Farrell International will, in any event, lapse one year after the date on which the Other Party became aware of or could reasonably have become aware of the existence of such rights and powers.

ARTICLE 20. ELECTRONIC COMMUNICATION
1. Drake & Farrell International and the Other Party are entitled to communicate with each other via electronic means.
2. Drake & Farrell International will not be liable to the Other Party for loss suffered as a result of the use of electronic means of communication, which includes but is not limited to loss suffered as a result of non-delivery or delay in delivery of electronic communication, interception or manipulation of electronic communication by third parties or caused by the software/equipment used for transmission, receipt or processing of electronic communication, or the transmission of viruses and the non-functioning or improper functioning of the telecommunications network or means required for electronic communication, except insofar as the loss is caused by wilful misconduct or gross negligence on the part of Drake & Farrell International.
3. The data extracted from the sender’s computer systems constitute conclusive proof of the electronic communication, or the content thereof, sent by the sender until such time as the recipient furnishes proof to the contrary.

ARTICLE 21. PRINT ORDERS
The current terms and conditions of delivery as laid down for the Printing lndustry and most recently filed at the court registry of the Amsterdam District Court on 13 January 2011 under number 8/2011 will apply to the execution of the print orders in the event of a difference of opinion between Drake & Farrell International and Other Party, if and to the extent these general terms and conditions, in Drake & Farrell lnternational’s view, offer more favourable consequences or results.

ARTICLE 22. ADDRESS DATABASE

1. Addresses of third parties provided to Drake & Farrell International by the Other Party will be used exclusively in accordance with the agreements reached between Drake & Farrell International and the Other Party. The relevant addresses will never be passed on to third parties without the approval of the Other Party.
2. Drake & Farrell International does not accept any liability for loss suffered as a result of errors arising through the processing of the addresses provided by the Other Party other than if caused by an intentional act, wilful misconduct or gross negligence on the part of Drake & Farrell International.

ARTICLE 23. APPLICABLE LAW AND DISPUTE SETTLEMENT RULES
1. The relationship between Drake & Farrell International and the Other Party will be governed by the laws of the Netherlands. The United Nations Convention on Contracts forthe International Sale of Goods is not applicable.
2. Disputes that cannot be amicably resolved will, at the discretion of Drake & Farrell International, be settled by the competent court in the district where Drake & Farrell International or the Other Party has its registered office.
3. lf the dispute, in the opinion of one or both of the parties relates or relates in part to technica! issues, Drake & Farrell International will seek advice from the lnstitute TNO for Packaging Research before submitting the dispute to court for settlement. Costs relating to this advice will be borne by the unsuccessful party.