GENERAL TERMS AND CONDITIONS OF MIRON VIOLETGLASS

Article 1. Definitions
1.1. MIRON: The private company with limited liability Miron Violetglass B.V., with its registered offices in Hoogeveen, the Netherlands, registered with the Trade Register of the Dutch Chamber of Commerce under number 69094675, or any of its group companies.
1.2. The Other Party: Any party which has or will have a contractual relationship of any nature with MIRON.
1.3. The Parties: Miron and the Other Party jointly.
1.4. The Products: each and any product manufactured, sold, distributed and/or supplied by MIRON, including but not limited to (violet) glass and accessories.

Article 2. Conclusion of a contract and amendments
2.1. All quotations issued by MIRON are free of obligation, even if a deadline for acceptance is stipulated.
2.2. MIRON shall at all times be entitled to revoke the offer or quotation as long as such offer or quotation has not been accepted by the Other Party.
2.3. MIRON shall not be obliged to execute any accepted quotations if they are based on manifest (writing) errors.
2.4. Acceptance by the Other Party of an offer of MIRON, stipulating the applicability of the Other Party’s general (purchasing) conditions (whether or not to the exclusion of MIRON’s general conditions) shall not have any effect insofar as it involves the applicability of the Other Party’s conditions and/or the exclusion of MIRON’s conditions. Article 19 of the Vienna Sales Convention (CISG) shall not apply. The provisions of the following clause shall remain fully applicable.
2.5. The general terms and conditions (of purchasing) of the Other Party are expressly rejected by MIRON.
2.6. These general terms and conditions apply to all current and future legal relationships between MIRON and the Other Party.
2.7. Insofar as the agreement between MIRON and the Other Party deviates from the provisions of these general terms and conditions, the content of the agreement shall prevail.
2.8. Any amendments to the agreement (including the general terms and conditions) between parties can be substantiated only by written documents. Any deviating stipulations shall apply only to the agreement for which stipulations have been formulated.
2.9. Either party shall pay its own costs incurred during the negotiations and preparations leading to the agreement.
2.10. Any amendments to the order’s composition shall lead to amendments to the delivery term. If the Other Party amends its order, it shall automatically accept the change to the delivery time.

Article 3. Delivery and risk
3.1. The Products shall be delivered Ex-works (EXW) as specified in the applicable lncoterms (as from 1 January 2020 being the Incoterms 2020) from the address Stephensonstraat 57, 7903 AS Hoogeveen, the Netherlands, unless provided otherwise in MIRON’s order or order confirmation.
3.2. Notwithstanding Article 3.1, MIRON and the Other Party can agree in writing that MIRON arranges for the transport. The Other Party shall in each and any case bear the full risks, including but not limited to risks related to storage, loading, transport, insurance and unloading.
3.3. MIRON shall provide the Other Party at its request with all the details required for to arrange adequate transport insurance upon the request of the other party. The Other Party acknowledges and accepts that MIRON will not transport Products without adequate transport insurance. The costs in relation to (arranging for) transport insurance shall always be for the Other Party.
3.4. If it has been agreed that MIRON is responsible for transport, the Other Party shall as soon as possible provide MIRON with the details required for transport, including but not limited to the correct and complete Customs documents. The Other Party shall bear the risk regarding the completeness and/or correctness of the details. Any delay in delivery time due to a delay at Customs, whether or not this is due to the incomplete or incorrect provision of details by the Other Party, shall be for the Other Party’s risk and expense.
3.5. If Products are not accepted by the Other Party due to force majeure or due to its failure to comply with its acceptance obligations, or if they cannot be transported to their destination, MIRON shall be entitled to store these Products at the Other Party’s risk and expense, and may require payment without the Other Party being entitled to suspend payment.
3.6. If the Other Party fails to meet its acceptance obligations, MIRON shall be entitled to sell the Products following expiry of a period of 4 weeks after the Products should have been accepted, and to do so on behalf of the Other Party and at a reasonable price to be determined by MIRON. In that case, MIRON shall be entitled to set off the purchase price paid to the Other Party against all its claims against that party, including its compensation claims.
3.7. The loss of or damage to the Products after the risk has been transferred to the Other Party shall not release the Other Party from its obligations to pay the price, unless the loss or damage can be fully attributed to an intentional act aimed at causing that damage or gross negligence on the part of MIRON.
3.8. Stated and/or agreed delivery terms provided by MIRON are always estimates and are never firm deadlines. Delivery times shall not commence until advance payment has been received by MIRON. MIRON reserves the right to deliver the agreed quantity of goods in batches. If payment in advance has been agreed, the ordered goods will be reserved for a period of 14 days. If no payment has been received following expiry of that period, MIRON shall have the right to deliver the goods to third-parties.
3.9. The Other Party is not entitled to dissolve the agreement due to the expiry of a stated deadline before it has given MIRON, after its failure to deliver within the agreed delivery term, a reasonable period of time in writing to deliver the goods, and delivery within that period has not taken place either.
3.10. The period referred to in the previous clause shall not be less than 1 month.
3.11. The Other Party shall not be entitled to dissolve the agreement if the late delivery can be (partly) attributed to the Other Party.

Article 4. Inability to complete the order and force majeure
4.1. MIRON shall be entitled to suspend performance of its obligations if it is temporarily prevented from complying with its obligations due to circumstances which could not be anticipated when the agreement was concluded and which are beyond its control.
4.2. Circumstances that cannot be anticipated by MIRON and which are beyond its control include, but are not limited to, the circumstance that suppliers and/or subcontractors fail to comply (in good time) with their obligations, weather, earthquakes, fire, loss or theft of tools, loss of materials, raw materials, ingredients, defective machinery, road blockades, strikes or stoppages, war, safety hazard, transport, import or trade restrictions.
4.3. MIRON shall be entitled to dissolve the agreement if it is unable to fulfil its obligations as a consequence of a circumstance as referred to in this article. If MIRON has suspended its obligations for a period of more than 6 months owing to a circumstance as referred to in this article, the Other Party shall be entitled to dissolve the agreement for that part for which compliance has been suspended.
4.4. MIRON shall not be liable for any damage whatsoever caused by dissolution or suspension on the basis of this article or as a consequence of a circumstance described in this article.

Article 5. Retention of title
5.1. MIRON shall retain the ownership of all the goods supplied and to be supplied until the Other Party has paid in full all that he owes to MIRON under existing and future contracts, including the obligation to pay interest and other (collection) costs, and any compensation and payments due for supplied services.
5.2. If it is necessary to establish which Products are covered by the aforementioned retention of title, the administrative records kept by MIRON shall be binding between the parties for the determination of the scope of the retention of title between the parties.
5.3. All the Products of the type that are supplied by MIRON to the Other Party shall be deemed to have been supplied by MIRON and by no other than MIRON.

Article 6. Prices
6.1. If not explicitly stated to the contrary, every prices mentioned in by MIRON in its offers, order confirmations and agreements or any other quotation by MIRON are in euros, based on delivery Ex Works and do not include VAT or any import duties, other taxes, charges and duties and the costs of transport, insurance, handling, pallets and pallet exchanges et cetera.
6.2. Unless agreed otherwise, a rise in the cost price of the Products that occurs before the order has been supplied to the Other Party in full may be charged on to the Other Party.

Article 7. Payment / due and payable
7.1. In the absence of written agreement to the contrary, payment shall be due in advance by bank transfer. The costs of payment transactions shall be borne by the Other Party.
7.2. If payment has not taken place within the agreed payment term, the Other Party shall be liable to MIRON for the payment of interest from the date of expiry of the payment term. The interest rate is the higher of 1% per month or the statutory commercial interest of Section 6:119a of the Dutch Civil Code.
7.3. The Other Party shall be liable for all judicial and extrajudicial costs actually incurred by MIRON which relate to the collection of its claims against the Other Party.
7.4. All amounts owed by the Other Party to MIRON shall be due and payable on demand if a payment term has been exceeded, the bankruptcy (or the equivalent thereof used in a different country) of the Other Party has been pronounced, the Other Party has applied for suspension of payment (or the equivalent thereof), if the Other Party (company) is dissolved or liquidated or discontinues its business operations, if the Other Party (being a natural person) makes an application for statutory debt adjustment (or the equivalent thereof), is placed in administrations or perishes.
7.5. Payments shall be made in euros.
7.6. If the Other Party fails to meet its payment obligations, the Other Party shall be obliged on MIRON’s request to provide MIRON with what it judges to be adequate security payment. If the Other Party fails to meet this request within the set time period, MIRON shall be entitled to dissolve the contract and to recover its loss from the Other Party.
7.7. The Other Party shall not be entitled under any circumstance to set off its claims against MIRON against its payment obligations to MIRON in any capacity.
7.8. MIRON shall always be entitled to set off its claims against the Other Party against its payment obligations to the Other Party in any capacity.

Article 8. Guarantee and indemnification
8.1. The Products to be supplied by MIRON are in conformity with the usual requirement and standards that can reasonably be set in their regard at the time of delivery for normal use in the Netherlands. MIRON does not guarantee that its Products are suitable for the intended use by the Other Party. The Other Party is responsible for carrying out tests or having them carried out to determine whether the Products to be supplied by MIRON are suitable for the Other Party’s intended use and the goods that the Other Party wishes to store, pack or put in them. MIRON does not guarantee the compatibility of its Products with products not supplied by MIRON, unless explicitly stated otherwise by MIRON.
8.2. MIRON shall not be liable for any damage if Products supplied by it do not comply with requirements and regulations from countries other than the Netherlands. This includes, but is not limited to legislation, required permits, fiscal matters and import regulations. The Other Party shall bear the risks and liabilities if it imports the Products into countries other than the Netherlands.
8.3. The Other Party shall indemnify MIRON and hold MIRON harmless against any and all claims of third-parties based on the Products not complying with local legislation and regulations (outside of the Netherlands), insofar as they have been placed in circulation by the Other Party or any companies affiliated to it in the relevant country.
8.4. The Other Party shall indemnify MIRON and hold MIRON harmless against any and all claims for damages of third-parties resulting from (re)selling of the Products by the Other Party or from the use of the Products insofar as they have been brought into circulation in any country by the Other Party or any companies affiliated to it.
8.5. The Other Party must inform MIRON at all times about (packaging) requirements (including information obligations) that are applicable in the countries, other than the Netherlands, involved in the contractual relationship with the Other Party. This obligation also applies if MIRON supplies to the Other Party in bulk.
8.6. If the Other Party packs the Products itself, it shall indemnify MIRON and hold MIRON harmless against any damages suffered by MIRON as a consequence or in relation thereto.
8.7 MIRON guarantees the absence of material faults in the Products for one year following the date of supply to the Other Party. Damage to the Products caused by inexpert or inadequate use or treatment of them or their use for any purpose other than for which they were intended, including their use in combination with accessories not supplied by MIRON, as well as damage to the Products caused following the transfer of risk, is expressly excluded from the guarantee. MIRON cannot be held liable for damage to the Products caused by as a result of unsuitable storage by or unsuitable resources or machinery of the Other Party or by climatic or other outside influences. Contrary to the above, MIRON guarantees the seals for dry Products against defects for 6 (six) months following their supply to the Other Party.

Article 9. Product inspection and complaints period
9.1. The Other Party must inspect the Products and its packaging, or have them inspected, within 5 days after the date of delivery by MIRON. Visible defects or deviations from what has been agreed that are visible or can otherwise reasonably be detected through inspections should be reported in writing to MIRON, preferably immediately upon inspection, but within 5 days at the latest following the date of delivery of the Products. If the Other Party has not inspected the Products and its packaging (or have them inspected) within the said period it will be assumed as an established fact, in the absence of evidence to the contrary, that the Products and its packaging have been delivered free from defects.
9.2. The Other Party will report in writing to MIRON other defects or other deviations (other than the visible defects or deviations that should have become apparent from the prescribed inspection obligation referred to in the previous paragraph) from what has been agreed within 5 days of their discovery.
9.3. If the Other Party fails to inform MIRON in writing of the defect within the time periods provided for in this article, it shall lose any right it may have to invoke any legal consequences occurring as a result of the fault or deviation from what has been agreed.
9.4. Minor deviations from stated measurements, weights, compositions or colors or other deviations as a result of which no material change is made to the composition, execution or applicability of the Products and its packaging shall not entitle the Other Party to cancel or dissolve (in full or in part) the contract, or to refuse receipt or payment of the Products, or to claim damages.
9.5. If it is established that an item is faulty and this is reported in a timely manner, MIRON shall in its sole discretion decide to replace or repair it or provide payment in lieu of replacement or repair to the Other Party up to a maximum of the purchase price of the faulty item within a reasonable period of time following its return or, if its return cannot reasonably be considered possible, following written notification of the defect from the Other Party.
9.6. If a complaint is unfounded, the costs incurred by MIRON as a result, including any costs of investigation, shall be payable in full by the Other Party.
9.7. Complaints do not entitle the Other Party to suspend or reduce its contractual obligations.
9.8 If 1% or a lower percentage of the total quantity of glass Products ordered and delivered is not in conformity with the relevant standard, the Other Party shall not be entitled to submit a complaint and have those Products replaced by MIRON.
9.9 The administrative records kept by MIRON shall be binding between the Parties for the determination of the scope, quantity and specifics of the respective purchase order.

Article 10. Suspension and dissolution
10.1. MIRON has the right to suspend performance of its contractual obligations if the Other Party fails to meet any of its obligations to MIRON under this and previous contracts, including the obligation to pay the agreed purchase price, in the absence of written agreement to the contrary, in advance.
10.2. In addition to other rights to dissolution arising from the law and the contract, MIRON has the right to dissolve the contract by means of an extrajudicial statement to that effect if the Other Party is declared bankrupt (or an equivalent thereof), applies for suspension of payment (or an equivalent thereof) or discontinues or intends to discontinue its business operations.
10.3. Insofar as the Other Party has a right to dissolution, this right shall in the case of continuing performance contracts be limited to cancellation of the order or the part of the order in case of intend, gross negligence or willful misconduct of MIRON in performing its obligations. In that case, parties shall have a cancellation obligation with regard to all mutual performance of services related to the relevant order or part thereof. The right to dissolution shall not apply to subsequent orders and/or deliveries.

Article 11. Intellectual property rights and packaging requirements
11.1. In the absence of written agreement to the contrary, MIRON shall retain the copyrights and all intellectual property rights in the broadest sense to the Products it has delivered, the offers it has made, and the designs, images, drawings, (test) models, software, and (para) scientific tests conducted by MIRON conducted on the preservation and energizing properties of its glass Products et cetera, that it has issued.
11.2. The Other Party may only use the MIRON brand or other brand and trade names belonging to MIRON and other intellectual property rights for the sale of MIRON Products. It is expressly not permitted to use the MIRON brand for any other purposes, including as part of an internet address or domain name.
11.3 The Other Party is expressly prohibited to use intellectual property rights of MIRON, including but not limited to the MIRON brand or other brand and trade names belonging to MIRON and other intellectual property rights belonging to MIRON, unless in relation to the sale of such Products to its customers.
11.4. The Other Party guarantees that all the (packaging) materials provided by the Other Party to MIRON are free from any intellectual property rights belonging to third-parties. The Other Party indemnifies MIRON and holds MIRON harmless against any and all claims of third-parties with regard to intellectual property rights on materials or data provided by the Other Party.
11.5. If the Other Party becomes aware that MIRON’s Products infringe or may infringe any intellectual property right belonging to a third-party, or that a third-party infringes or may infringe any intellectual property rights of MIRON, the Other Party shall notify MIRON immediately specifying the circumstances of such (suspected) infringement.
11.6. In the event of a third-party infringing an intellectual property right of MIRON, the Other Party shall be obliged to cooperate in enabling MIRON to take judicial and extrajudicial action against this infringement.
11.7 The MIRON trademark shall at all times be used in combination with the mark “registered trademark” (™).

Article 12. Storage
12.1. The Other Party shall act at all times in accordance with any instructions given by MIRON concerning the storage of the Products supplied by MIRON.
12.2 The Products delivered by MIRON must be stored in a dry place. The Other Party acknowledges that glass Products may corrode if stored in a damp or humid place and could be contaminated with odor of the packaging materials used. The Other Party cannot claim damages as a consequence of or in relation to the foregoing.

Article 13. Liability
13.1. Other than in cases of intentional act or omission or gross negligence on the part of MIRON, MIRON cannot under any circumstances be held liable for damages caused by defects of, in or on Products delivered, services rendered or work carried out by it. MIRON cannot be held liable for any errors made by personnel of Miron, by auxiliary persons or by MIRON, unless in the event of intentional act or omission or willful recklessness.
13.2. The aggregate liability of MIRON shall in all cases be limited to the amount covered and paid out by its liability insurance in the subject matter. The liability of MIRON for non-compliance with a supply contract shall never exceed the amount of the invoice of the relevant order.
13.3. MIRON can only be held liable for direct losses. Direct losses are defined as all reasonable costs involved in establishing the cause and extent of the loss, insofar as this relates to losses provided for in this paragraph and the reasonable costs incurred to have the non-compliance of MIRON meet the contractual requirements, insofar as this can be attributed to MIRON, and reasonable costs incurred to prevent or mitigate losses, but only to the extent that the Other Party can demonstrate that these costs have led to mitigation of the direct loss.
13.4. MIRON cannot under any circumstances be held liable for indirect losses including, but not limited to, loss of profits, missed savings, company stagnation, personal injury and losses suffered by the Other Party or related third-parties, even in cases of failure to meet corrective action in full or in part.
13.5. The limitation of liability provided for in this article shall also apply to the guarantees referred to in Article 8.

Article 14. Recall
14.1. The Other Party shall not initiate any general or partial recall of Products supplied by MIRON without the prior written approval of MIRON.
14.2. The Other Party shall initiate a general or partial recall of Products supplied by MIRON on MIRON’s first request. In such a case MIRON shall reimburse any related, reasonably incurred costs to the Other Party.

Article 15. Confidentiality
15.1. The Other Party is obliged to protect the confidentiality of all confidential information that comes to its notice in the context of the (contractual) relationship or any other source, on penalty of an immediately payable fine of € 10,000 per occurrence, without prejudice to MIRON’s right to claim additional compensation for damages.

Article 16. Notifications and announcements
16.1. All notifications and announcements with a juristic effect directed by the Other Party to MIRON must be made in writing and by registered mail.

Article 17. Applicable law and competent court
17.1. All legal relationships to which MIRON is a party shall be subject exclusively to Dutch law, even if a contract is executed abroad in whole or in part, or if the Other Party to the legal relationship has its domicile abroad. An agreed alternative legal system can be demonstrated exclusively by means of a document signed by both parties.
17.2. The Vienna Sales Convention (CISG) shall not apply.
17.3. In the absence of mandatory statutory provision to the contrary, the civil court in Assen, the Netherlands, shall be exclusively competent to adjudicate any disputes arising from agreements between MIRON and the Other Party. MIRON may however refer for adjudication a dispute arising from agreements between itself and the Other Party to any court that would be competent to adjudicate that dispute in the absence of a choice of forum.