GENERAL TERMS OF DELIVERY
POTTERY DIRECT INTERNATIONAL B.V.
BARNEVELD


1. General
1.1. These conditions are part of any offer and agreement, as well as their execution, for which Pottery Direct International B.V., established in Barneveld and further to be referred to as: “PDI” acts as a purchaser, supplier or service provider with respect to the client.
1.2. Any general terms and conditions under any name employed by the client, are hereby expressly dismissed and do not apply unless these terms and conditions or one of the stipulations thereof have expressly been accepted by PDI in writing.
1.3. Modifications to the agreement entered into by PDI and the client and deviations of these general conditions shall only have effect if PDI and the client have agreed to this in writing.

2. Offers
2.1. Any offers made by or on behalf of PDI, whether orally or in writing, are without obligation unless a written offer has been made stating a concrete period of acceptance.
2.2. In the case of compound offers, there is no obligation to deliver a part of the whole stated for the price.
2.3. Services and/or activities the client has directly assigned to PDI and which are not founded on a prior written offer with a period of acceptance are only binding for PDI after PDI has accepted these in writing.
2.4. The risk of the correct execution of orders given to PDI by telephone rests with the client. As long as these orders are not confirmed in writing by PDI, the proof of the order and the agreements made with reference to this order rest with the client.
2.5. Subject to that which has been determined in article 2.3. and 2.4., an agreement is considered to be realised after the client’s statement of agreement and the offer have been received by PDI.
2.6. In the case of an order given jointly by, or on behalf of, several (legal) persons, insofar as the activities have been executed for the benefit of the joint clients or if the services and activities in fact benefit one or more (legal) persons other than the client, clients shall be jointly and severally liable as separate (legal) persons for the payment of the payment obligations arising from the agreement.
2.7. PDI estimations of costs involved in an order are always without obligation. Clients shall never
be able to derive rights from such estimations.
2.8. Illustrations and descriptions in prospectuses, catalogues, promotional material and other information provided by or on behalf of PDI for commercial purposes do not bind PDI unless PDI has guaranteed the client of this in writing.
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3. Intellectual property rights
3.1. Copyright of sketches, drawings, photographs and models designed or realised by PDI shall remain the property of PDI at all times. Clients are only entitled to use the sketches, drawings, photographs and models, etc. for the purpose for which PDI has made them available to the client. The client is not permitted to transfer these to third parties or modify them, in particular with regard to designs, models and decorations developed by PDI.
3.2. If the client acts contrary to that which is determined in 3.1., PDI shall be entitled to claim full compensation from the client for damages caused by such a violation.

4. Prices
4.1. Prices and rates are represented in a valid currency (euro) and exclusive of BTW (Dutch VAT), unless otherwise agreed.
4.2. Agreements are entered into are at all times based on the rates and prices that apply at that moment.
4.3. If the government, trade association or collective industrial organisation applies unanticipated alterations in wages, terms of conditions, rates or social stipulations after the order, PDI is entitled to include these through further pricing. Unforeseen circumstances and interim modifications in the prices of materials can at all times be set off.
4.4. If required, packaging is charged at cost and not taken back. The necessity of the use of packaging is at PDI’s assessment.
4.5. If the price increase, based on one of the above subclauses, separately amounts to more than 5% with regard to the initially agreed price, the client shall be entitled to cancel such an increase within 7 days after receiving the notification thereof.

5. Agreements
5.1. After an agreement as referred to above has been realised, PDI undertakes to deliver the product agreed to in writing or to (exclusively) execute the services and activities agreed to in writing.
5.2. Requested products, services and activities that do not come under the agreement as referred to in 5.1, but which are accepted by PDI and possibly confirmed in writing afterwards, will be invoiced separately according to the rates that apply at PDI at that time. Costs and expenses required on an ad hoc basis that have not been agreed and are unforeseen within the framework of the execution of the agreement may be passed on to the client on a reimbursement basis. Modifications applied may cause PDI to exceed their delivery period which is not due to their responsibility and does not affect the agreement in any way.
5.2.1. Each agreement that is entered into with PDI includes the resolutive condition that PDI will be proven the client’s creditworthiness, at the discretion of PDI.
5.3. When entering into the agreement, PDI shall be entitled to require a deposit of no less than 25%, in default of payment of which no agreement will be effected.
5.4. Arrangements, promises or agreements with (secondary) members of PDI personnel do not
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bind PDI, insofar as PDI has not confirmed this in writing. Secondary personnel can be considered any employee or employees who have no power of attorney as evidenced by registration in the commercial register.
5.5. Without prior consultation with the client, PDI is entitled to involve third parties under their own responsibility in order to provide for the proper execution of the order according to proper standards in the trade and in good time, at the discretion of PDI.

6. Delivery and delivery periods
6.1. The client shall receive the goods immediately after their arrival at the place of execution or delivery of the order.
6.2. (Delivery) periods stated apply by approximation only. Exceeding the delivery period in no case provides a claim for damages, unless an express delivery period has been agreed between PDI and the client as firm date.
6.3. If, for whatever reason, the client is unable to take delivery of the goods at the agreed time and these goods are ready for shipment, PDI shall, at the client’s request and insofar as their storage room allows for this, keep the goods and take any reasonable measures to prevent deterioration in quality until they have been delivered at the client.
6.4. The client shall be obliged to pay PDI storage charges according to the customary rate that applies in the trade from the time that the goods are ready for shipment, or, if this is a later time, from the delivery date agreed in the purchase agreement.
6.5. If the client prematurely cancels the order afterwards and/or refuses to purchase the goods, the client shall be obliged to entirely take over the goods purchased, manufactured or delivered by PDI, including any costs made. As compensation in the matter of the not (yet) executed part of the (entire) order, the client shall also be due an amount of no less than 1/3 of the agreedtotal amount of the (original) order, without prejudice to PDI’s right to claim complete fulfilment of the agreement or complete damages.
6.6. Shipment takes place in the manner indicated by PDI. If the commissionee wishes to receive a shipment in another way, any additional costs encumbered are at the commissionee’s expense and risk. Goods are transported at the client’s expense and risk, even if delivery is carriage paid. Transport is only insured by PDI if the client expressly bears the costs of this and has requested this beforehand. In the case of carriage paid delivery, unloading takes place at the paved road or at an appointed location that can be accessed by normal transport via a paved road and on the ground floor; all at the client’s risk

7. Delivery
7.1. The order is considered completed at the time on which PDI has notified the client of this in writing or orally.
7.2. If a certain date of delivery or completion of the order has been agreed, this is automatically extended if discontinuation takes place that is not the responsibility of PDI or at their expense. These circumstances also include those stated in 8.2.

8. Force majeure
8.1. Without being in default, PDI shall be entitled to suspend the delivery or completion of the agreement, the goods purchased by the client or the delivery of services offered if this is the direct or indirect consequence of one or more causes stated in 8.2. – whether or not it could be foreseen at the time when the contract was entered into that the goods or services offered could not be delivered, or could not be delivered on time.
8.2. There is force majeure on the part of PDI if PDI, after entering into the agreement, is unable to fulfil their obligations arising from this contract or to comply with its preparations a consequence of war, danger of war, civil war, riot, disturbance, terrorism, strike, plant occupation, exclusion, fire, environmental and water damage, flooding, government measures including import and export measures, extreme weather conditions, disruptions in the supply or provision of raw materials and ancillary materials, disruptions in the supply of energy and company requirements, delay in the supply by companies or factories for which PDI functions as a reseller or intermediary or executes the distribution or acts as wholesaler, in the case of accountable non-fulfilment by these factories, suppliers or companies, by these factories’, suppliers’ or companies’ exceeding of agreed delivery periods, production or personnel problems, the unexpected and unannounced stoppage of machines and production equipment, closing of a business, (unannounced)
moratorium on payments, bankruptcy or legal debt rescheduling of natural persons, transport impediments including transport delays in the case of transport on sea, across land or through the air, by whatever cause through no fault of PDI and outside PDI’s risk, attributable shortcoming or missing connections in ports of transhipment, not loading or unloading, delay, strikes or mistakes by the shipping company or transport company of whatever nature through no fault or risk on the part of PDI, the stating of incorrect delivery addresses and moreover as a consequence of any other cause arising through no fault or risk of PDI.

9. Retention of title
9.1 PDI remains the owner of all the goods they have delivered to the client, insofar as these can be individualised, until the client has paid all the PDI claims that function as the consideration of the goods and/or services delivered. As long as the goods are still owned by PDI and if the client fails to fulfil an obligation that arises from the agreement, PDI shall, without a notice of default or judicial intervention being required, at all times be entitled to regain the possession of these goods, wherever their location. Client shall cooperate fully, which is agreed between parties now for then.
9.2. The consequences regarding law of property for invoking the retention of title by PDI are governed by Dutch law, unless the law of the state of destination for goods intended for export includes more beneficial stipulations for PDI than Dutch law. If this is the case, PDI may request the application of the law of the state of destination at the discretion of PDI.
9.3. PDI shall be entitled to have the goods they have repossessed under trust until the client has paid all outstanding claims or to sell them to third parties, in which case the net proceeds –
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insofar as these are goods – will be used to pay PDI’s claims that are yet to be paid by the client.

10. Complaints
10.1. Immediately upon the delivery of the work or goods, the client shall be obliged to thoroughly inspect the work or goods for any defects, and, if discovered, immediately inform PDI of these in writing.
10.2. The client shall submit any complaints in the matter of defects in writing and within eight days
after the day of delivery or receipt, stating the precise nature and ground of the complaint. Shortages, deliveries with exterior damage and deviations of the order must be stated clearly. If the period stated for this is exceeded, any right to complaints shall come to an end, unless the client can prove that the complaint was invoked in good time.
10.3. If the client has made a timely and, in the opinion of PDI, justified complaint in the matter of a defect or lack in relation to the agreed quality or quantity or the nature of the service, PDI shall do their utmost to rectify this defect or lack as soon as possible. Client shall give PDI the opportunity to remedy the defect or lack.
10.4. PDI shall be notified of complaints concerning invoices received in writing within 8 days after
the invoice date. PDI shall not deal with complaints PDI receives after the lapse of the above period of 8 days unless the client can provide proof of a complaint made in good time. After the above 8 days, the client shall be deemed to have agreed with the invoices sent to the client, unless the client can prove the contrary.
10.5. Return shipments by the client shall only be allowed if PDI has provided express prior consent in
writing.
10.6. Complaints do not grant the client the right to immediately claim dissolution of the agreement, or to partial or entire postponement or omission of payment.
10.7. Minor deviations in number, quality, quantity, colour, hardness, glazing, thickness, etc. do not give reason for rejection. Deviations of less than 10% of the standard as referred to in the above sentence are within the allowed tolerance and do not constitute an attributable shortcoming by PDI. Basic assumption for the assessment of the quality of materials is the standard commercial quality. If requested within the complaint period and considered well-founded by PDI, restitution will never amount to more than the invoice amount of the number of deviating goods determined and approved by PDI or the replacement value thereof.
10.8. Complaints in the matter of material delivered which is susceptible or sensitive to fluctuations in climate or temperature are only taken into consideration if the client proves that he/she has dealt with or stored the goods in good time and correctly, with due observance of these characteristics.

11. Payment
11.1. Unless PDI delivers goods or provides services to the client for cash, payment shall take place without any discount and within 8 days after the invoice date. Deviation of the above term of payment is only possible if this has been mutually agreed by the client and PDI in writing.
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11.2. The place for payment to take place is the location of the banking institution to which PDI is
related.
11.3. The client shall not be entitled to set off debts.
11.4. If the client has not paid the full amount within 8 days after the invoice date, the client shall be due an immediately claimable interest on the outstanding amount of 1.5% per calendar month without a notice of default and effective from the date on which the term of payment has elapsed until the date of payment to PDI; a part of a month will be considered an entire month.
11.5. If the client does not fulfil his/her payment obligations or any other obligations, the client shall also be due extrajudicial collection costs if PDI involves a provider of legal assistance. These collection costs are calculated according to the (collection) rate agreed with the provider of legal assistance and based upon the guidelines as usually observed by courts established in the Netherlands, with a minimum of € 250. The client shall also bear the costs of legal action to obtain payment if PDI chooses to do so.
11.6. If the client petitions for a moratorium on payments or invokes a legal debt rescheduling arrangement, if a bankruptcy is filed against him, if possession is taken or if there is any other doubt concerning his creditworthiness or if the client is in any other respect way negligent concerning the fulfilment of obligations, in particular those concerning payment of one or several invoices after a notice of default, PDI, without prejudice to claim fulfilment, shall at all times be entitled to:
a. Transport and store the items to be delivered elsewhere at the expense and risk of the client, or to keep them stored in their own company;
b. immediately suspend any further deliveries, irrespective from which contract;
c. unilaterally declare any current contracts partially or entirely dissolved through a written notification to the client and to repossess the goods delivered;
d. claim full compensation of interest, damage and costs for the delivery.
11.7. If the client is in default due to circumstances as stated in 11.6., PDI’s claims on the client shall
become immediately due and payable.

12. Liability
12.1. PDI does not accept any liability for direct or indirect damage, lost turnover or loss of income the client suffers or will suffer relating to the products delivered by or on behalf of PDI, unless the client proves an intentional act or omission by PDI and the client can specify and prove the damage actually suffered. Compensation of trading loss and/or consequential loss is excluded.
12.2. As far as PDI’s own responsibility is concerned as stated in the above paragraph, employees deployed by PDI shall not be personally liable toward the client in the matter of damage caused as a result of a delivered product or caused during the execution of the agreed services, unless it is damage which has been inflicted by them personally, intentionally and by gross negligence. The client shall indemnify PDI employees concerning this.
12.3. PDI is not responsible for damage if the client does not hold PDI responsible within 14 days after the damage incident by means of a registered letter and PDI has had limited opportunities to investigate the damage and the causes thereof because the client has failed to inform PDI within the period stated.
12.4. If PDI is liable in accordance with article 12.1., PDI’s liability will in any case be limited to the maximum amount their liability insurer provides for in the case concerned, increased by the excess according to the policy document concerned.
12.5. Contrary to that which has been determined above, PDI shall never be liable and shall not be obliged to pay any damages for any other damage as referred to in article 12.1., caused in any way and also including damage resulting from the fact that the client has provided insufficient, incorrect or overdue information based on which the services or activities to be provided by PDI have been determined and executed.
12.6. PDI shall at all times be entitled to remedy or limit the damage of the client for which PDI is responsible. Client shall provide PDI with the opportunity and any collaboration if PDI requests this.

13. Warranty
13.1. Apart from written manufacturer’s warranty and/or importer’s warranty, PDI does not provide any separate warranty for the goods delivered, except if otherwise agreed upon in writing.
13.2. Warranty conditions are only effective if the goods delivered or services executed are used in accordance with their purpose, provided that use or operation has taken place in accordance with the manuals and technical specifications provided to the client.
13.3. A warranty, in whatever form, never relates to goods or services other than the product delivered by PDI and the activities executed by PDI.
13.4. The warranty provided becomes void if the client:
a. modifies and/or executes repairs in and/or at the delivered service or product without involving PDI;
b. uses the delivered service or product for any other than the normally intended purpose;
c. has acted and/or maintained the provided service or product improperly;

14. Applicable law
14.1. Dutch law shall apply to any agreement between PDI and the client.
14.2. Any dispute arising from the agreement or further agreement entered into by PDI and the client, including the collection of a claim, shall only be submitted to the judgment of the competent court in the district of Arnhem, with the exception of those disputes that pertain to the competence of the subdistrict court judge.
14.3. The Vienna Convention on international purchase agreements regarding movable property shall not apply to the agreement entered into by the client and PDI.
14.4. The clarification according to the Dutch version of these general terms and conditions is binding.

Deposited at the court registry of the court of Arnhem on 2 April 2007 under number 2007/21