Terms and Conditions

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GENERAL TERMS AND CONDITIONS EROS SUPPLEMENTS BV

Article 1 – Definitions
1. Eros Supplements B.V., established in Moerkapelle, the Netherlands, has the Chamber of
Commerce number 75576910 and is referred to in these general terms and conditions as the
‘service provider’.
2. The other party to the service provider is referred to in these general terms and conditions as the
‘client’.
3. The parties are service provider and client together.
4. The agreement means the service agreement between the parties.
Article 2 – Applicability of General Terms and Conditions
1. These terms and conditions apply to all quotations, offers, work, agreements and deliveries of
services or goods by or on behalf of service provider.
2. Deviations from these terms and conditions are only possible if this has been explicitly agreed in
writing by the parties.
3. The agreement always contains effort obligations for service provider, not result obligations.
Article 3 – Payment
1. Invoices must be paid within 2 days of the invoice date, unless the parties have made other
arrangements in writing, or a different payment term is stated on the invoice.
2. Payments shall be made without any appeal to suspension or settlement by transferring the
amount due to the bank account number stated by the service provider.
3. If the client does not pay an invoice within the agreed period, he shall be in default by operation
of law, without any warning being required. From that moment on service provider shall have the
right to suspend his obligations until client has fulfilled his payment obligations.
4. If the client remains in default, the service provider shall proceed to collect. The costs of such
recovery shall be for the client’s account. When client is in default, he owes service provider
besides the client sum also legal (commercial) interest, extrajudicial collection costs and other
damages. The collection costs are calculated according to the Decree on compensation for
extrajudicial collection costs
5. In case of liquidation, bankruptcy, seizure or suspension of payment of the client, the claims of
service provider on the client shall be immediately due and payable.
6. If the client refuses to cooperate in the execution of the order by the service provider, he is still
obliged to pay the agreed price to the service provider.
With reference to Ar t icle 16 | Please read carefully
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Article 4 – Offers and tenders
1. The offers of the service provider are valid for a maximum of 1 week, unless a different period for
acceptance is mentioned in the offer. If the offer is not accepted within that period, the offer shall
lapse.
2. Delivery times in offers are indicative and, if exceeded, do not entitle the client to dissolution or
compensation, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must agree to this
explicitly and in writing.
Article 5 – Prices
1. The prices mentioned in offers, quotations and invoices of the service provider are exclusive of
VAT and any other government levies, unless explicitly stated otherwise.
2. The prices of goods shall be based on the cost prices known at the time. Increases thereof,
which could not be foreseen by the service provider at the time of the offer or conclusion of the
agreement, may give rise to price increases.
3. With regard to the provision of services, the parties may agree on a fixed price when concluding
the agreement.
4. If no fixed price has been agreed, the rate for the provision of services may be determined on
the basis of hours actually worked. The rate shall be calculated according to service provider’s
usual hourly rates, valid for the period in which he does the work, unless a different hourly rate
has been agreed.
5. If no rate based on hours actually worked has been agreed, a recommended price shall be
agreed for the provision of services, to which the service provider shall be entitled to deviate by
up to 10%. If the guide price is going to be more than 10% higher, service provider shall timely
inform customer why a higher price is justified. In that case, the client shall have the right to
cancel a part of the order that exceeds the recommended price increased by 10%.
Article 6 – Price indexing
1. The prices and hourly wages agreed upon at the conclusion of the agreement are based on the
price level prevailing at the time. Service provider is entitled to adjust the fees to be charged to
client annually per 1 January.
2. Adjusted prices, rates and hourly wages will be communicated to the client as soon as possible.
Article 7 – Provision of information by the client
1. The Client shall make all information relevant to the execution of the order available to the
Service Provider.
2. The Client is obliged to provide all data and documents the Service Provider believes it needs for
the correct execution of the order, in time and in the desired form and manner.
3. The client warrants the accuracy, completeness and reliability of the data and documents made
available to the service provider, even if they originate from third parties, in so far as the nature
of the assignment does not require otherwise.
4. Client shall indemnify service provider for any damage in whatever form resulting from not
complying with the provisions in the first paragraph of this article.
5. If and insofar as the client requests, the service provider will return the documents concerned.
6. If the client does not provide the information and documents required by the service provider, or
does not provide them on time or properly, and the execution of the order is delayed as a result,
the resulting extra costs and extra fees shall be for the client’s account.
Article 8 – Withdrawal of assignment
1. The client is free to terminate the assignment to the service provider at any time.
2. If the client cancels the order, the client is obliged to pay the wages owed and the expenses
incurred by the service provider.
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Article 9 – Execution of the Agreement
1. Service Provider shall execute the agreement to the best of its knowledge and ability and in
accordance with the requirements of good craftsmanship.
2. Service Provider has the right to have work done by third parties.
3. The implementation shall take place in mutual consultation and after written agreement and
payment of any agreed advance payment.
4. It is the client’s responsibility that the service provider can start the assignment in time.
Article 10 – Duration & Amendment of the Agreement
1. The agreement between the client and the service provider is entered into for an indefinite
period, unless the nature of the agreement dictates otherwise or if parties have explicitly agreed
otherwise in writing.
2. If parties have agreed on a term for the completion of certain activities within the term of the
agreement, this shall never be a fatal term. If this term is exceeded, the client must give service
provider written notice of default.
3. If, during the execution of the agreement, it appears that for a proper execution of the
assignment it is necessary to change or supplement the activities to be performed, the parties
shall, in a timely manner and in mutual consultation, adapt the agreement accordingly.
4. If parties agree that the agreement is amended or notified, this may affect the time of completion
of the execution. Service provider will inform client of this as soon as possible.
5. If the amendment of or addition to the agreement has financial and/or qualitative consequences,
service provider shall inform client in writing as soon as possible.
6. If the parties have agreed a fixed fee, service provider shall indicate to what extent the
amendment or supplement to the agreement will result in an increase of this fee.
Article 11 – Force majeure
1. Supplementary to the provisions of section 6:75 of the Dutch Civil Code, a failure of service
provider to perform any obligation to the client cannot be imputed to service provider in case of a
circumstance independent of the will of service provider, as a result of which the performance of
his obligations to the client is fully or partly impeded or as a result of which the performance of
his obligations cannot reasonably be required from service provider. Such circumstances include
failure of suppliers or other third parties, power failures, computer viruses, strikes, bad weather
conditions and work interruptions.
2. If a situation as referred to above occurs & as a result of which the service provider cannot fulfil
his obligations towards the client, these obligations shall be suspended as long as the service
provider cannot fulfil his obligations. If the situation referred to in the preceding sentence has
lasted 30 calendar days, the parties shall be entitled to dissolve the agreement in writing wholly
or in part.
3. In the case referred to in the second paragraph of this article, Service Provider shall not be
obliged to compensate any damage, not even if Service Provider benefits from any advantage as
a result of the force majeure situation.
Article 12 – Set-off of a claim
1. Client waives his right to set off a debt to service provider against a claim on service provider.
Article 13 – Suspension
1. Client waives the right to suspend the fulfilment of any obligation arising from this Agreement.
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Article 14 – Assignment of rights
1. Rights of a party deriving from this agreement cannot be transferred without the prior written
consent of the other party. This provision shall be deemed to be a clause having effect under
Dutch Law as referred to in Section 3:83(2) of the Dutch Civil Code, which the client explicitly
acknowledged at the time of the conclusion of this agreement.
Article 15 – Expiration on recovery of costs due to damage
1. Any right to compensation for damage caused by the service provider shall in any case lapse 01
week after the event from which the liability directly or indirectly arose. This does not exclude the
provisions of article 6:89 of the Civil Code | Dutch Law.
Article 16 – Notification of damage due to transport | Expiration on recovery of costs
due to damage
1. Client must check the delivered goods for possible transport damage or other
shortcomings upon delivery.
2. It is explicitly stated here that client must remove the packaging materials from the
delivered goods upon inspection.
3. If client discovers transport damage, he shall note this on the packing slip of the
transport company.
4. Client will actively inform service provider after detection of transport damage.
5. If client fails to report the above upon delivery, any right to possible compensation
shall lapse.
Article 17 – Warranty
1. The parties have entered into an agreement for the provision of services, which for Eros
Supplements B.V. only contains an obligation to perform to the best of one’s ability and therefore
does not contain an obligation to achieve a certain result.
Article 18 – Insurance
1. Client undertakes to adequately insure and keep insured all goods delivered which are
necessary for the execution of the underlying agreement, as well as goods of service provider
present at client’s premises and goods delivered under reservation of ownership, against fire,
explosion and water damage as well as theft.
2. Upon first request, Client shall submit the policy of these insurances for inspection.
Article 19 – Liability for damages
1. Service Provider shall not be liable for any damage arising from this agreement, unless
Service Provider has caused the damage intentionally or with gross negligence.
2. In the event that service provider owes damage to client, the damage shall not exceed the
fee.
3. Any liability for damage arising from or related to the performance of an agreement shall
always be limited to the amount paid out in the case in question by the (professional) liability
insurance policy or policies taken out. This amount shall be increased by the amount of the
excess under the relevant policy.
4. The limitation of liability shall also apply if the service provider is held liable for damage
resulting directly or indirectly from improper functioning of the equipment, software, data files,
registers or other items used by the service provider in the execution of the order.
5. Not excluded is the liability of service provider for damage resulting from intent or conscious
recklessness of service provider, his managerial or subordinates.
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Article 20 – Liability of the client
1. If an order is given by more than one natural and/or legal person, each of them shall be
severally liable for the amounts owed to the service provider on account of that order.
2. If an assignment is directly or indirectly granted by a natural person on behalf of a legal
person, this natural person can also be the client in his or her private capacity. This requires
that this natural person can be regarded as the (co)policy maker of the legal person. In the
event of non-payment by the legal entity, the natural person will therefore be personally
liable for the payment of the invoice, irrespective of whether this invoice has been drawn up
in the name of a legal entity or in the name of the client as a natural person or both of them,
at the client’s request or otherwise.
Article 21 – Indemnification
1. The client shall indemnify the service provider against all claims of third parties relating to the
goods and/or services provided by the service provider.
Article 22 – Duty to complain
1. Client is obliged to report complaints about the work done in writing to service provider within
1 week after completion of the work done.
2. The complaint shall contain a description of the shortcoming that is as detailed as possible,
so that the service provider is able to respond adequately.
3. In any case, a complaint cannot lead to the service provider being held to perform other
work than agreed.
Article 23 – Retention of title, right of suspension and right of retention
1. The goods present at the client’s premises and the goods and parts delivered shall remain
the property of the service provider until the client has paid the agreed price in full. Until that
time, service provider may invoke its retention of title and take back the goods.
2. If the agreed amounts to be paid in advance are not paid or not paid in time, the service
provider is entitled to suspend the work until the agreed part is paid. This shall be a case of
default by a creditor. In that case, late delivery cannot be held against the service provider.
3. Service Provider shall not be authorised to pledge or encumber in any other way the goods
falling under its retention of title.
4. If goods have not yet been delivered, but the agreed advance payment or price has not been
paid in accordance with the agreement, the service provider has the right of retention. The
goods shall then not be delivered until the client has paid in full and in accordance with the
agreement.
5. In the event of client’s liquidation, insolvency or suspension of payment, the client’s
obligations shall become immediately due and payable.
Article 24 – Intellectual property
1. Unless the parties have agreed otherwise in writing, the service provider will retain all
intellectual absolute rights (including copyright, patent right, trademark right, drawings and
models right, etc.) to all designs, drawings, writings, carriers with data or other information,
quotations, illustrations, sketches, models, etc.
2. The said intellectual absolute rights may not be copied, shown and/or made available to third
parties or used in any other way without the written consent of service provider.
3. Client undertakes to keep confidential the confidential information made available to him by
service provider. Confidential information shall in any case be taken to mean that which is
covered by this article, as well as the company data. Client undertakes to impose on his
personnel and/or third parties involved in the execution of this agreement a written duty of
confidentiality with the scope of this provision.
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Article 25 – Confidentiality
1. Each of the Parties shall keep confidential the information received from the other Party (in
whatever form) and any other information concerning the other Party which it knows or may
reasonably be expected to know is secret or confidential, or information the disclosure of
which might be harmful to the other Party, and shall take all necessary steps to ensure that
its staff also keeps the said information confidential.
2. The confidentiality obligation mentioned in the first paragraph of this article does not apply to
information:
• which was already in the public domain at the time of receipt by the recipient or
subsequently became public without breach by the recipient of an obligation of
confidentiality;
• which the receiving party can prove was already in its possession at the time of
disclosure by the other
• that the receiving party has received from a third party where that third party had the right
to disclose this information to the receiving party
• disclosed by the receiving party pursuant to a legal obligation.
• The confidentiality obligation described in this article shall apply for the duration of this
Agreement and for a period of three years after its termination
Article 26 – Penalty for breach of confidentiality
1. If the client violates the article of these general terms and conditions on confidentiality, he
forfeits to the service provider an immediately payable fine of € 5,000 for each violation and
in addition an amount of € 500 for each day that the violation continues. This is irrespective
of whether the breach can be attributed to the client. Moreover, no prior notice of default or
legal proceedings are required for the forfeiture of this penalty. It is also not necessary for
there to be any question of damage.
2. The forfeiture of the penalty referred to in paragraph 1 of this article shall not affect the other
rights of the service provider including its right to claim damages in addition to the penalty.
Article 27 – Non-acquisition of staff
1. The Client shall not employ employees of the Service Provider (or of companies engaged by the
Service Provider for the performance of this Agreement and who are or have been involved in
the performance of the Agreement). Nor will he let them work for him in any other way, directly or
indirectly.
2. This prohibition applies during the term of the agreement until one year after its termination.
3. There is one exception to this prohibition: the parties may make other arrangements in good
commercial negotiations. These agreements apply insofar as they have been recorded in
writing.
Article 28 – Right to amend general terms and conditions
1. Eros Supplements B.V. is entitled to amend or supplement these General Terms and
Conditions.
2. Changes of minor importance can be made at any time.
3. Eros Supplements B.V. will discuss major changes in content with the client in advance as
much as possible.
Article 29 – Applicable law and competent court
1. Any agreement between the parties shall be governed exclusively by Dutch law.The Dutch court
in the district where Eros Supplements B.V. has its registered office/practice is exclusively
authorised to take cognisance of any disputes between the parties, unless the law imperatively
stipulates otherwise.
The Netherlands | Moerkapelle,
September 9, 2022