General sale and supply conditions




Established and operating in Waalwijk

Submitted on 15-09-1978 at the Chamber of Commerce under number 18117377

Article 1 Applicability of the general conditions

1. These sales and supply conditions are applicable on all offers of Jan de Ruijter Waalwijk B.V. (hereinafter referred to as: "JRW") and the establishment, the content and the compliance with all between JRW and its contracting party (hereinafter referred to as: "The counterparty") concluded agreements. This includes in any case the buying/sale of semi-manufactured and manufactured and/or finished leather or other raw materials for the processing industry.

2. The counterparty that had already entered into agreements with JRW, is considered to tacitly agree with the applicability of these conditions on follow-up Agreements.

3. Under “The counterparty” is understood in these conditions: every (legal)person, who has entered into an agreement with JRW, or wishes to enter into an agreement and besides these, its representative(s), agent(s), beneficiary(beneficiaries) and heirs.

4. The counterparty's general terms and conditions remain in force in as far as they are not in violation of these General Terms and Conditions. In that case, JRW's conditions will at all times take precedence, even if precedence was negotiated differently. The counterparty's general (purchasing)conditions are only applicable if this was agreed explicitly and in writing that this will apply to the agreement between the parties, with the exception of these supply conditions.

5. If the court determined that one or more of the stipulations in these conditions are unreasonably binding, the relevant stipulation(s) shall be interpreted in the light of the other stipulations in tis Agreement, and in such a way that the stipulation may in all reasonability be called in against the counterparty by JRW. The circumstances determined by the court, that one or more of the stipulations in this Agreement is unreasonably binding, shall not affect the other stipulations.

Article 2: Offer and acceptance

1. All JRW offers, in any form at all, are non-binding and can be cancelled, revoked or changed by JRW within seven (7) working days after notification by JRW of the acceptance of its offer, unless clearly indicated differently.

2. An offer by JRW is valid for 15 days from the date JRW signed it, unless the offer states a different validity period or the validity period is extended by JRW before its expiry, in writing.

3. If JRW made an offer, an agreement between JRW and the counterparty will only come into force with the unconditional acceptance of the counterparty of the offer made by JRW or by the execution of an order of the counterparty by JRW. Only JRW's offer or JRW's invoice for the execution of the order is considered to truthfully reflect the content of the Agreement.

4. If JRW did not make any offer, the Agreement will only come into force with the written acceptance or execution of the counterparty's Agreement by JRW. Only JRW's written acceptance of the order or JRW's invoice for the execution of the order is considered to truthfully reflect the content of the Agreement.

5. Errors or omissions in an offer, in the context of recommendations in an offer by JRW and not specifically aimed at the counterparty - general - information, does not bind JRW.

6. If an offer consists of various amounts, JRW shall not be obliged to only execute part of the offer at a corresponding part of the price mentioned in the offer.

7. The sending of offers and/or (other) documentation does not commit JRW to accept an order. JRW will inform the counterparty of its non-acceptance as soon as possible, but in any case within 7 working days.

8. Changes to and/or additions to the agreement will only become valid after the changes and/or additions were accepted in writing by JRW and the counterparty.

9. If the counterparty has processed or used the supplied goods in any way, these actions shall be considered as acceptance of JRW's offer and the agreement between JRW and the counterparty would thus come into force.

Article 3: (Execution of) Agreement

1. JRW will execute the agreement to the best of its ability. JRW will ensure that its leather products comply with the required standards and that this would also always be tested by JRW in spot-checks on external characteristics and spot-checks will also be conducted by certified laboratories. JRW instructed all (leather)tanneries with whom it does business and that are necessary for the processing of the product eventually sold by JRW, among others on the purchase and processing of the correct chemicals and/or chemical products. This does not relieve the counterparty of his obligation to test the leather before the production.

2. Nevertheless, the counterparty should realise - they declare to be aware of this - that it involves (the purchase/sale and supply) of natural products (leather) that to a certain extent can differ in colour, thickness, dimension etc. from samples (previously) received from the counterparty and products of a previous supply based on which the counterparty entered into the agreement with JRW. The counterparty also knows that the leather products could "bleed". The counterparty accepts these possible minor differences (and the fact that the leather products could "bleed") and do not have the right to cancel the agreement with JRW for these reasons and/or to suspend (fully or partially) and/or to terminate and/or end it in any other way.

3. The counterparty knows that based on international rules the surface size of the hides sold by JRW, may deviate 3%. The counterparty declares to explicitly agree with this and that he is not entitled to cancel the agreement with JRW for these reasons and or to suspend it (completely or partially) and/or to terminate and/or end it in any other way, and/or to claim compensation.

4. JRW is also entitled to supply 10% (ten percent) more or less of the products ordered by the counterparty, this again relates to the specific nature of the products supplied by JRW. The counterparty declares to explicitly agree with this and that he is not entitled to cancel the agreement with JRW for these reasons and or to suspend it (completely or partially) and/or to terminate and/or end it in any other way, and/or to claim compensation.

5. The counterparty is aware of the fact that JRW's leather products are processed in tanneries. Chemicals and/or chemical products are used in this tanning process, as this is explained above in section 1 of this article. JRW will take the greatest care to ensure that these chemicals and or chemical products (will) pose no danger and/or risk to the counterparty (and for third parties). The counterparty is however aware of the fact that the (composition of the) chemicals and/or the chemical products under the influence of external factors like temperature, sunlight, fire, (use of) glue, oxidation etc., could change, on which JRW has no influence. Such a change of these chemicals and/or chemical products can for instance also occur with the production of certain products in the manufacture of the (leather) products supplied by JRW, from semi-manufactured to final product. In such a case, the counterparty does not have the right to cancel the agreement and/or to suspend (fully or partially) and/or to terminate and/or end it in any other way and/or to claim compensation.

6. If the counterparty wishes JRW to have extra tests performed in view of the above, and it is reasonably possible for JRW, then these costs will be charged to the counterparty.

7. The counterparty shall store and supply the relevant products of JRW to third parties in such a way that, considering the stipulations of this article, this would not pose any danger to third parties. JRW provides third parties, including the counterparty, a short explanation on the use of chemicals by the tanneries and the relevant international rules in this regard.

8. JRW is entitled, if it considers it prudent or necessary for the execution of the Agreement, and after discussion with the counterparty, to employ third parties for the execution of the order.

Article 4: Supply

1. Unless agreed to differently and in writing, and without prejudice to what is stipulated elsewhere in this Agreement, goods shall be supplied ex-JRW factory in Waalwijk and in accordance with the Incoterms 2010 (or a later version). The goods to be supplied by JRW are also for the risk of the counterparty from the moment the counterparty neglects to take possession of the goods. If the parties have agreed to a delivery location other than JRW's premises, the transport shall be charged to the counterparty unless explicitly agreed to otherwise, in writing. The counterparty shall carry the risk of transport of the goods. JRW's goods are considered to be supplied, in a proper condition, and accepted by the counterparty as soon as these are offered by the transporter, unless the opposite is apparent from the proof of delivery.

2. JRW is not responsible for the storage of the goods, unless this is agreed clearly and in writing. If storage takes place, this shall be accountable to and for the risk of the counterparty. Transport or relocation of the supplied goods on site or inside the counterparty's commercial premises is not included in the delivery and shall be accountable and for the counterparty's risk.

3. All costs as a result of circumstances that JRW should reasonably not have had to consider when the Agreement was entered into shall be at the expense of the counterparty.

4. JRW is entitled to deliver the (sold) goods in parts. If JRW was to make use of this, JRW shall be entitled to invoice every partial delivery separately.

Article 5: Lead times

1. The lead times passed on to the counterparty by JRW are based on the information known to JRW at the time of entering into the Agreement, do not represent an essential part of the agreement, and will as far as possible be considered by JRW. JRW shall not be deemed to be in breech by the mere exception of time and the counterparty shall not be entitled to cancel the agreement, completely or partially, based on just the exception of a time limit set by JRW. Time limits do not apply if that cannot be kept due to circumstances beyond the control of JRW that emerged after the conclusion of the agreement, including the not or not timely delivery of information by the counterparty.
JRW cannot be held responsible for delays caused by transportation and production.

2. In the event that the counterparty do not supply or comply with the required information and/or materials and/or constructions and/or facilities and/or obligations under the agreement or not in time, incorrect, insufficient or not suited to JRW, this can affect the date, commencement and/or duration of the supply of the goods, which shall be at the expense and risk of the counterparty. Additional costs incurred as a result shall be borne by the counterparty. The counterparty shall inform JRW of all events and circumstances that may be important to the proper supply of the goods. This also applies for events and circumstances emerging only after the Agreement is entered into.

3. The counterparty is obliged to accept possession of the purchased goods to be delivered within the agreed time limits. If no time limits are agreed in respect of the goods to be delivered, the counterparty is obliged to take possession of the goods at JRW's first request. By breaching this obligation (obligations) he/she is immediately in default

Article 6: price and price increase

1. The prices announced by JRW exclude VAT, other government imposed fees and other monies payable to third parties, and exclude the cost of shipping, import, export, packaging, transport, storage and insurance, the use of special installations, travel and accommodation, unless indicated otherwise in writing.

2. The price is listed in euros or, if stated in writing, in other foreign currency; any currency exchange rate changes are passed on.

3. The counterparty shall provide JRW with a VAT number.

4. If the counterparty agreed a certain price with JRW, it shall nevertheless be entitled to an increase in that price, for example if there are circumstances as mentioned in paragraph 5 of this article. An adjustment to the agreed prices and tariffs shall not affect the agreement. If the price increase is more than 10%, the counterparty has the right to cancel the agreement by means of a written (extrajudicial) statement. The cancellation by the counterparty must take place immediately after the notification of the price increase.

5. If measures by the European Union and/or Government measures, such as reductions in export subsidies, increase in taxes, import duties, tariffs, etc. and measures concerning the composition or the delivery of goods, lead to an increase in the agreed price, the counterparty shall still be held to pay the higher price to JRW.

6. The currency risk is borne by the counterparty, in the sense that in the event of a depreciation of the exchange rate of the euro against the US dollar by more than 5% from the time of order until the delivery of the goods, the price will be increased correspondingly.

Article 7: cancellation and change

1. JRW reserves the right to make small adjustments in the agreement (as mentioned in the quote), without as a result, being liable for damages and/or without the counterparty having the right to cancel the agreement. This will be the case, for example, where the contract is not technically feasible and/or a circumstances as referred to in article 3, paragraph 2 of these terms and conditions, should occur.

2. The counterparty is only entitled to cancel or annul the agreement if this was agreed to in writing or if the counterparty can base that on valid mandatory regulation. If the counterparty cancels or dissolves the agreement (legally), the counterparty is obliged to simultaneously return goods and rights supplied under the agreement, to simultaneously terminate the exercising of rights granted under the agreement and to reimburse JRW for the costs incurred related to the offer and the establishment and implementation of the agreement.

3. If a change or addition of the agreed activities and/or supplies lead to extra work and extra supplies by JRW, this will still be charged the counterparty according to the then current rates. If a change or addition of the agreed activities and/or supplies leads to less work or fewer deliveries that can lead to a reduction in the purchase price, but JRW reserves the right to charge the counterparty the costs already incurred, the not otherwise economically exploited man hours and equipment as well as lost profit.

4. If the counterparty wishes to cancel an agreement after it has been reached, 10% of the order price (including VAT) shall be charged as a cancellation fee, without prejudice to JRW's right to recover any other damage from the counterparty, including the loss of profits.

Article 8: termination

1. Without prejudice to the provisions of the other articles of these terms and conditions, the counterparty shall be deemed to be in default by operation of law if it doesn't comply, not properly or not timely with any obligation which should result for the party from the agreement, as well as in the case of bankruptcy, suspension of payment, liquidation or if all or part of the property of the counterparty or the supplied goods the counterparty is holding for JRW is attached, and this attachment is not lifted within the foreseeable future. The counterparty is obliged to inform JRW immediately of the onset of the events referred to in this article.
JRW shall in that case have the right, without any notice and without legal intervention, to suspend the execution of the agreement or to terminate it, completely or partially, entirely JRW's decision, without this leading to JRW having to pay any compensation, without affecting its right to compensation for the damage resulting from the breach and the suspension or dissolution. In these cases, any claim that JRW has on the counterparty shall immediately become due and payable.

2. That which is stated in the preceding paragraph with regard to JRW's right to dissolve the agreement, shall not apply if the failure in view of its particular nature or minor importance does not justify this dissolution and its consequences.

3. JRW shall never owe any compensation to the counterparty because of the termination of the agreement and the suspension of the obligations arising from the agreement on the basis of the events referred to in the preceding paragraph, without prejudice to its right to compensation for resulting damages.

4. If the agreement is dissolved, that which was already received by the counterparty in the execution of the contract and the related payment obligations of the counterparty shall not fall under a cancellation obligation, unless JRW is in default in relation to that performance. In connection with the services provided, sums of money invoiced by JRW before or at the termination of the agreement shall become due and payable by the counterparty immediately after the dissolution.

Article 9: retention of ownership

1. The goods delivered by JRW shall remain its property until the counterparty has complied with all obligations under all (sales) agreements with JRW, including:

· the payment(s) related to the delivered or to be delivered goods, including the full payment of the agreed price;

· the payment(s) regarding services performed or to be performed by JRW under the sales agreements;

· any claims due to non-compliance by the counterparty of these agreements.

2. Goods delivered by JRW, which fall under the retention of title under the previous paragraph, may only be sold in the context of normal business activities. In the event of bankruptcy or suspension of payment of the counterparty, the resale in the normal course of business is also not allowed.

3. If the counterparty fails to fulfil its obligations or there is a valid concern that he/she won't be able to, JRW is entitled to remove the delivered goods to which the title mentioned in the previous paragraph, from the counterparty or third parties who holds the goods for the counterparty. The counterparty is obliged to cooperate to this end, all under penalty of a fine of 15% of the amount due to JRW under the agreement, not affecting JRW's right to recover the full damages from the counterparty.

4. The counterparty must mark the goods supplied subject to retention of title as the property of JRW and store this in a proper and careful way and clearly separated from other goods.

5. If third parties wish to establish any right to the goods supplied subject to retention of title or any other event occurs or is likely to arise that could harm the delivered goods, the counterparty is obliged to inform JRW as soon as reasonably may be expected.

6. If a third party proceeds to payment of the amount due by the counterparty to JRW, JRW retains its retention of title until the payment is irrevocable.

7. As long as the ownership of the delivered goods has not yet passed on to the counterparty, he/she is not permitted to pledge or otherwise encumber the goods supplied or to cede it in use.

Article 10: retention of ownership in Germany

(Eigentumsvorbehalten in Deutschland)

1. By way of derogation from article 9 of these conditions, with respect to the goods supplied by JRW to counterparts established in Germany, the following apply: (In Abweichung vom im vorgehenden Artikel Festgelegte, gilt bezüglich der vom Lieferanten an in Deutschland etablierte Abnehmer gelieferten Sachen folgendes:)

2. Das Eigentum an den gelieferten Waren bleibt zur Sicherung aller Ansprüche vorbehalten, die dem Lieferanten aus der gegenwärtigen und künftigen Geschäftsverbindung bis zum Ausgleich aller Salden gegen den Abnehmer zustehen.

3. Das Eigentum des Lieferanten streckt sich auch auf die durch Verarbeitung der Vorbehaltware entstehende neue Sache. Der Abnehmer stellt die neue Sache unter Ausschluss des eigenen Eigentumserwerbs für den Lieferanten her und verwahrt sie für ihn. Hieraus erwachsen ihm kleine Ansprüche gegen den Lieferanten.

4. Bei einer Verarbeitung der Vorbehaltsware des Lieferanten mit Waren anderer Lieferanten, deren Eigentumsrechte sich ebenfalls an der neuen Sache fortsetzen, erwerbt der Lieferant zusammen mit diesen anderen Lieferanten – unter Ausschluss eine Miteigentumserwerbs des Abnehmers – Miteigentum an der neuen Sache zu deren vollem Wert (einschließlich Wertschöpfung) wie folgt:

· a. Das Miteigentumsanteil des Lieferanten entspricht dem Verhältnis des Rechnungswertes der Vorbehaltsware des Lieferanten zu dem Gesamtrechnungswert aller mitverarbeiteten Vorbehaltswaren.

· b. Verbleibt ein von Miteigentumsvorbehalten zunähst nicht erfasster Restanteil, weil andere Lieferanten den Eigentumsvorbehalt nicht auf die Wertschöpfung durch den Abnehmer erstreckt haben, so erholt sich der Miteigentumsanteil des Lieferanten um diesen Restanteil. Haben jedoch andere Lieferanten ihren Eigentumsvorbehalt ebenfalls auf diesen Restanteil ausgedehnt, so steht der Lieferant an ihm nur ein Anteil zu, der sich aus dem Verhältnis des Rechnungswertes der Vorbehaltsware des Lieferanten zu den Rechnungswerken der mitverarbeiteten Wahren dieser anderen Lieferanten bestimmt.

Der Abnehmer tritt bereits jetzt seine Forderungen aus der Veräußerung von Vorbehaltsware aus die gegenwärtigen und künftigen Warenlieferungen des Lieferanten zur Sicherung am Lieferanten ab. Bei Verarbeitung im Rahmen eines Werkvertrages wird die Werklohnforderung in Höhe des anteiligen Betrages der Rechnung des Lieferanten für die mitverarbeitete Vorbehaltsware schon jetzt am Lieferanten abgetreten.

· c. Solange der Abnehmer seine Verpflichtungen aus der Geschäftsverbindung mit dem Lieferanten ordnungsgemäß nachkommt, darf er über die in Eigentum des Lieferanten stehende Ware im ordentlichen Geschäftsgang verfügen und die an abgetretene Forderungen des Lieferanten selbst einziehen. Bei Zahlungsverzug oder begründeten Zweifel an der Zahlungsfähigkeit oder Kreditwürdigkeit des Abnehmers ist der Lieferant berechtigt, die abgetretenen Forderungen einzuziehen und die Vorbehaltsware zurückzunehmen; jedoch liegt ein Rücktritt vom Vertrag nur dann vor, wenn der Lieferant dies ausdrücklich schriftlich erklärt.

Übersteigt der Wert der eingeräumten Sicherheiten die Forderungen des Lieferanten um mehr als 10%, so wird der Lieferant auf Verlangen des Abnehmers insoweit Sicherheiten nach seiner Wahl freigeben.

Article 11: defects; complaint terms

1. The counterparty must inspect the goods purchased from JRW upon delivery, or as soon as possible thereafter, and where necessary, test this as well to see if that which was supplied, corresponds to the agreement. The counterparty should make sure that the right goods are delivered, or if the goods supplied correspond to what has been agreed between the parties in terms of quantity and whether they meet the agreed quality requirements or, in their absence, to the requirements which may be imposed as legal minimum requirements.

2. If the counterparty processes or use the goods otherwise, this shall lead to the expiry of any and all claims by the counterparty on JRW in this regard.

3. Complaints must at all times be submitted in writing within 8 days of the invoice date, and in any case before the leather is cut.

4. If JRW decides to carry out its own investigation related to defects claimed by the counterparty with regard to the delivered goods, the counterparty is required to provide its full cooperation.

5. If the counterparty does not comply with the provisions in this article, this shall lead to the expiry of all claims the counterparty may have on JRW in this regard.

Article 12: packaging and shipping

1. When JRW makes loan packaging available to the counterparty for packaging and transport, he shall be required to return the loan packaging to JRW within 14 days, at his own expense, failing which he shall be liable to pay compensation to JRW.

2. The counterparty is only entitled to return delivered goods (other than the loan packaging) to JRW after JRW's prior written consent. The goods must in that case be returned by the counterparty in the original packaging to an address specified by JRW, unless agreed otherwise in writing.

Article 13: payment

1. Payment of the delivered goods shall be made to JRW by the counterparty within fourteen (14) days of the invoice date by payment of the amount due on JRW's bank account stated on the invoice, without discount and/or set-off, unless the parties have agreed otherwise in writing.

2. If the invoice is not paid in full by the counterparty after the expiry of the time limit for payment, he shall be in default and shall from that moment on owe the statutory commercial interest on the unpaid amount, plus 2 percent. After JRW has properly informed him of his default, the counterparty shall also owe the extrajudicial costs and legal costs to JRW, the extrajudicial costs being fixed at 15% of the principal amount.

3. JRW has the right to first apply payments from the counterparty to cover the interest and any claims on the counterparty, arising from shortcomings of the counterparty in the execution of the obligations arising from the agreement.

4. JRW's administration shall apply, in the absence of proof to the contrary, as full proof of the amount due by the counterparty to JRW, from whatever account.

Article 14: liability

1. JRW's liability shall, (if and in so far as such liability is covered by its liability insurance), at all times be limited to the amount paid by the insurer. If the insurer should in any event not proceed to pay, or the damage is not covered by the insurance, JRW's liability shall be limited to the net invoice value of the delivered goods, with a maximum of € 15,000.00 (in words: fifteen thousand euro), in so far as such damage was actually suffered by the counterparty and paid by him.

2. JRW shall never be liable to compensation for indirect damage, including consequential damage, business interruption and damage due to loss of time, loss of data and/or missed financial benefit.

3. Any liability of JRW vis-à-vis the counterparty shall lapse after 12 months, from the day that the risk of the goods delivered by JRW passes to the counterparty.

4. A liability of JRW can only arise after the counterparty, immediately after the delivery of the relevant goods or directly after discovering the shortcoming, informed JRW properly and in writing of the default and has provided JRW with a reasonable period of time to fix the shortcoming.

5. The counterparty indemnifies JRW against any claims by third parties, in respect of damage during or as a result of the implementation of the agreement, against which JRW can not call on these general conditions. The counterparty is only held to this indemnification for as far as JRW may, in regards the counterparty; also call on the exclusion or the limitation of liability.

6. The counterparty is familiar with the fact that the (leather) products sold by JRW, despite that this is partly as a result of external factors, may contain intolerable quantities of certain chemicals and/or chemicals substances. JRW is not liable for the fact that the goods it has supplied contains such chemicals and/or chemicals substances, unless there is a situation as referred to in paragraph 8 of this article.

7. JRW shall never be liable for damage of the counterparty as a result of a delay in the production of the leather (purchased by the counterparty).

8. The limits of liability contained in this agreement do not apply if the damage is due to wilful misconduct or gross negligence by JRW or its executive subordinates.

Article 15: force majeure

1. If JRW is temporarily unable to perform the work as agreed for reasons of force majeure, it shall be entitled to suspend the implementation of the agreement entirely or in part, for as long as the force majeure continues. If JRW is permanently unable to perform the agreement for reasons of force majeure, JRW has the right to terminate and/or dissolve the agreement with immediate effect, completely or partially.

2. Force majeure shall mean, inter alia a shortcoming of JRW's suppliers and/or leather tanneries to whom JRW has contracted work and/or other assistants, stagnation in the delivery by suppliers and/or tanneries, disturbances in traffic (such as roadblocks), lack of raw materials, production disruptions, delays in shipments and transports, work stoppages and/or strikes, excessive absenteeism by workers and/or other auxiliary persons, Government measures, circumstances of war, fire and extreme weather conditions.

3. If JRW has already met part of its obligations at the time of the commencement of force majeure, or is only partially able to meet its obligations, JRW shall be entitled to invoice the already delivered or the deliverable part separately and the counterparty shall be obliged to pay this invoice as if it were a separate contract.

Article 16: confidential information and non-competition

1. The counterparty guarantees that third parties shall not through its' and/or its' employees and/or other auxiliary persons' actions and/or omission, be informed of confidential information provided by JRW, acquired from JRW or resulting from the implementation of the agreement. Information shall in any case be deemed confidential if that information is referred to as such by JRW.

2. The counterparty shall refrain from employing any employees and/or other auxiliary persons of JRW during the term of the agreement and for one year after termination of the agreement, without the consent of JRW and refrain from any involvement in economic activities of employees and/or other auxiliary persons of JRW who have been involved in (implementing) the agreement.

3. In case of violation of the provisions of the previous paragraphs of this article, the counterparty shall be in default by operation of law and be eligible to pay JRW a direct claimable penalty of € 50,000.00 € for each violation and 2,500.00 for each day that the violation continues, without prejudice to JRW's right to claim the full damage from the counterparty.

Article 17: dispute resolution

Any dispute between JRW and the counterparty, contrary to the legal rules for the jurisdiction of the civil court, is settled by the competent Court of Zealand-West Brabant. However, according to the law or the applicable international treaty, JRW is entitled to submit the dispute with a competent court.

Article 18: applicable law

Offers of and agreements with JRW shall be governed solely by Dutch
law. However, if a delivery concerns a counterparty established in Germany, then German law applies with regard to article 10 of these general terms and conditions. The United Nations Convention on contracts for the international sale of goods of 11 April 1980 does not apply to offers and agreements with JRW.

Article 19: translations

If JRW uses a non Dutch version of these General Terms and Conditions and there is a difference between the Dutch version and the Non-Dutch version, only the Dutch version shall be binding.

Thus made up and signed in Waalwijk on 22-04-2015