GENERAL SALES AND DELIVERY CONDITIONS FROM INTERTRAS BEDDING B.V.., registered with the Chamber of Commerce in Groningen under number 51812339

Article l. Applicability

1.1. These conditions apply to all offers made by Intertras Bedding BV and to all purchase and sale agreements entered into by Intertras Bedding BV with the buyer.

1.2. These conditions do not apply in cases where the buyer is not acting in the exercise of a business or profession, but as a private individual / consumer.

l .3. In these conditions, Intertras Bedding BV is referred to as the party applying these conditions while the other party is further referred to as the buyer.

1.4. Standard terms and conditions of the buyer shall not apply unless they have been expressly accepted in writing by Intertras Bedding BV.

Article 2. Agreements

Agreements, however named, shall only come into effect after explicit acceptance by Intertras Bedding BV. This explicit acceptance is evident from the written confirmation of Intertras Bedding BV, or] from the fact that Intertras Bedding BV performs the agreement.
agreement.

Article 3. Offers / deliveries / delivery time

3.1. All offers are non-binding unless expressly stated otherwise.

3.2. Deliveries shall be ex warehouse, unless expressly agreed otherwise. Delivery times will be determined approximately. The delivery period will commence when agreement has been reached on all technical details and, if applicable, the counter sample has been returned by Intertras Bedding BV. The choice of means of transport is the responsibility of Intertras Bedding BV in the event of carriage paid delivery.

3.3. The delivery time has been fixed in the expectation that Intertras Bedding BV can continue to work as foreseen at the time of the offer and that the necessary materials will be delivered to Intertras Bedding BV on time. Exceeding the delivery time can in principle only give rise to
compensation if this has been agreed in writing. In all other cases, Intertras Bedding BV will only be liable to pay damages for late delivery if the Buyer has given Intertras Bedding BV written notice of default, whereby the Buyer must grant Intertras Bedding BV a term of at least half the original agreed delivery time to still meet its obligations.

3.4. If the goods have not been collected by the buyer after the expiry of the delivery period, the goods shall be at the buyer's disposal and stored at his expense and risk.

Article 4. Price change

4.1. The agreed prices are based on costs of raw materials, materials, transport, insurance and wages applicable on the day of offer.

4.2. If and insofar as the period between the date of offer and delivery exceeds a period of three months and wages, the prices of materials, raw materials, transport, insurance and the like have undergone changes during that period but after three months, the agreed price shall be changed proportionally. Payment of any additional price pursuant to this article shall be made at the same time as that of the principal sum.

Article 5. Transport

5.1. All goods shall travel at the buyer's risk from the time of shipment. Even if carriage-paid delivery has been agreed, the buyer shall be liable for all damage in connection with the transport. The buyer shall take out adequate insurance against this risk.

5.2. If an appeal to the provisions of article 5.1 does not succeed, Intertras Bedding BV will never be liable for further compensation than the amount that it can obtain from the carrier and/or insurance company in connection with the loss or damage during transport. In that case Intertras Bedding BV will assign its claim on the carrier or insurance company to the Buyer at the Buyer's request.

Article 6. Uncollected items

Notwithstanding the provisions of article 3.4, if the Buyer fails to collect any items that Intertras Bedding BV has in its possession, despite the fact that these have been made available, in return for payment of the amount due, Intertras Bedding BV will have the right, one month after the items have been made available, to sell these items (or have them sold) for and on behalf of the Buyer, after having received a notice of default, under the obligation to pay the proceeds to the Buyer, less any claims to which Intertras Bedding BV is entitled against the Buyer, including those for storage costs.

 

Article 7. Impracticability of the assignment

7.1. If after the conclusion of an agreement Intertras Bedding B V is unable to comply with it as a result of circumstances of which Intertras Bedding B V was not aware when the agreement was concluded, Intertras Bedding B V will have the right to dissolve the agreement or to dissolve it.
demand that the content of the agreement be amended in such a way that execution remains possible.

7.2. In addition, Intertras Bedding BV shall be entitled to suspend the fulfilment of its obligation and Intertras Bedding BV shall not be in default if Intertras Bedding BV is temporarily prevented from fulfilling its obligations as a result of a change in circumstances that could not reasonably be expected at the time the agreement was concluded and which are beyond its control.

7.3. Circumstances that cannot reasonably be expected and are beyond the sphere of influence of Intertras Bedding BV shall be understood to include failure of suppliers of Intertras Bedding BV to meet their obligations, fire, strikes or work stoppages or the
loss of materials to be processed, import or trade bans.

7.4. No authority to suspend shall exist if performance is permanently impossible or the temporary impossibility continues for more than six months in which case the contract between the parties shall be dissolved without either party being entitled to compensation for damage suffered or to be suffered as a result of the dissolution.

7.5. If Intertras Bedding BV has partially fulfilled its obligation, Intertras Bedding BV will be entitled to a proportional part of the agreed purchase price based on the work already done and the costs incurred.

Article 8. Warranty

No warranty will be given if the buyer has not complied with all its obligations towards Intertras Bedding BV (both financial and otherwise) and has not complained in accordance with article 9.

Article 9. Complaints

9. l. The Buyer can no longer invoke a defect in the item received from Intertras Bedding BV if it has not informed Intertras Bedding BV in writing within eight days of delivery, being the period within which it should reasonably have discovered the defect.
   protested.

9.2. A batch of goods about which a complaint is made must, until Intertras Bedding BV has investigated the complaint, be left in a state of supply and unsorted. If the complaint is acknowledged as correct by Intertras Bedding BV, Intertras Bedding BV will have to allow the necessary time to
to repair the relevant items and/or replace them with other items if necessary. If the complaint is acknowledged, the goods in question may be returned to Intertras Bedding BV carriage paid. Slight deviations in quality, colour, length and thickness, which are technically unavoidable or which are generally permissible according to commercial practice, cannot constitute grounds for a complaint. In the event of an offer or delivery according to a sample, the sample shall only serve to determine the average quality. The so-called sea sample supplied to the Buyer by Intertras Bedding BV will be considered a sample. Quantities ordered will be kept as much as possible. Intertras Bedding BV reserves the right to deliver lot 10% above or below the quantity stated. In the event of a complaint, the Buyer will not be entitled to suspend payment of the undisputed part of Intertras Bedding BV's claim.

9.3. Complaints about an invoice must be made in writing within eight days of receipt of the invoice.

9.4. Complaints about the quantity of the delivered goods must be noted on the relevant packing slip, under penalty of forfeiture of the right of complaint.

9.5. The Buyer will lose all rights and powers available to it on the grounds of defectiveness if it has not complained within the above-mentioned term and/or if it has not given Intertras Bedding BV the opportunity to repair the defects.

Article 10. Payment

10.1. Payment shall be made within 30 days of the invoice date.

10.2. Intertras Bedding BV is always entitled, before delivering or proceeding with delivery, to require security for the fulfilment of the Buyer's payment obligations, which in its opinion is insufficient. Refusal by the Buyer to provide the required security will entitle Intertras Bedding BV to consider the agreement as dissolved, without prejudice to Intertras Bedding BV's right to compensation for expenses and loss of profit.

10.3. Intertras Bedding BV is also entitled, if the Buyer is in default of its payment obligations, to suspend the fulfilment of its obligations towards the Buyer, even if a fixed delivery time has been agreed.

10.4. If the purchase price is denominated in a foreign currency, as from the expiry of 30 days after the invoice date, the purchaser will be liable for the consequences, detrimental to Intertras Bedding BV, of subsequently changed exchange rates as long as the purchaser has not complied with its relevant payment obligation to Intertras Bedding BV.

10.5. The entire purchase price shall in any case be immediately due and payable in the event of failure to pay the agreed instalment on the due date, if the Buyer becomes bankrupt, applies for a suspension of payments or its receivership is applied for, if any attachment is levied on the Buyer's goods or receivables, and if the Buyer dies, goes into liquidation or is dissolved.

10.6. If payment of an invoice has not taken place within 30 days of the invoice date, Intertras Bedding BV will be entitled to charge the Buyer a compensation for loss of interest equal to 1.5% per month after expiry of said period, whereby interest on part of the month will be calculated as a full month.

10.7. In addition to the main claim and interest, Intertras Bedding BV will also be entitled to claim from the Buyer all extrajudicial costs caused by the failure to pay (on time).

10.8. Extrajudicial costs will be due by the Buyer in any event if Intertras Bedding BV has secured the assistance of a third party for the collection of the debt. The mere fact that Intertras Bedding BV has secured the help of a third party indicates the size of and the obligation to pay the extrajudicial costs, including the costs of the bankruptcy petition.

Article 11. Retention of title and pledge

11.1. The Buyer will only become the owner of the items delivered or to be delivered by Intertras Bedding BV under suspensive conditions. This means that Intertras Bedding BV remains the owner of the items delivered or to be delivered as long as the buyer has not paid Intertras Bedding BV's claims regarding the performance of the agreement or a similar agreement. Intertras Bedding BV will also remain owner of the items delivered or still to be delivered as long as the buyer has not paid the work performed or still to be performed under such agreements and as long as the buyer has not paid claims for failure to comply with such agreements, including claims relating to penalties, interest and costs.

11.2. As long as the Buyer has not paid the above-mentioned claims, it shall not be entitled to establish a right of pledge or a non-possessory pledge on the goods delivered by Intertras Bedding BV, and undertakes vis-à-vis third parties wishing to establish such a right thereon, to do so on first demand.
Intertras Bedding BV to state that it is not authorised to create a right of pledge. The buyer further undertakes not to sign a deed establishing a right of pledge on the goods, in which case the buyer would be guilty of embezzlement.

11.3. In the event that the Buyer fails to comply with any obligation to Intertras Bedding BV under the agreement with respect to goods sold, Intertras Bedding BV will be entitled, without any notice of default being required, to take the goods back. The Buyer authorises Intertras Bedding BV to enter the place where these items are located.

Article 12. Dissolution

12.1. Whole or partial dissolution of the agreement will take place by means of a written statement by the party entitled to do so. Before submitting a written notice of dissolution to Intertras Bedding BV, the Buyer will at all times first have to declare Intertras Bedding BV to be in default in writing and grant it a reasonable term to still comply with its obligations or to remedy any shortcomings, which shortcomings the Buyer must report precisely in writing.

12.2. The Buyer shall not be entitled to rescind the agreement in whole or in part or to suspend its obligations if it has itself already defaulted on its obligations.

12.3. If Intertras Bedding BV agrees to dissolution, without there being any default on its part, it will always be entitled to compensation of all pecuniary damage such as costs, loss of profit and reasonable costs to ascertain damage and liability. In the event of
partial dissolution, the Buyer cannot claim any undoing of performances already performed by Intertras Bedding BV and Intertras Bedding BV will be fully entitled to payment for the performances it has already performed.

Article 13. Applicable law

13.1. All agreements shall be governed by Dutch law.

13.2. The provisions of the Vienna Sales Convention shall not apply nor shall any future international regulation on the sale of movable tangible property the effect of which may be excluded by the parties.

13.3. All disputes arising from offers and agreements, however named, shall be submitted to the judgement of the civil court having jurisdiction in the place of business of Intertras Bedding BV unless statutory provisions dictate otherwise.