GENERAL TERMS AND CONDITIONS OF SALE OF THE ROYAL ASSOCIATION OF WINEIMPORTERS.

Article 1: Definitions

In these present terms and conditions the following words shall be taken to have the following meanings:
vendor: the producer, importer, distributor, wholesaler or retailer in wine or spirits that concludes an agreement of sale and purchase in the matter of wine or spirits or related products with a purchaser;
purchaser: the purchaser that concludes an agreement of sale and purchase with the vendor in the matter of wine or spirits or related products;
the contract goods: the wine, spirits, packaging or related products sold by the vendor to the purchaser, respectively made available to it, whether free of charge or otherwise;
- pre-sales: sales of wines which have not yet been introduced on the market at the time when the agreement is entered into;
- consumer: a natural person who is not acting in the exercise of his duties or business;
working days: all days of the week with the exception of Saturdays, Sundays and legal holidays.

Article 2: Applicability of these terms and conditions

a. Unless otherwise agreed in writing, these terms and conditions shall apply to each agreement of sale and purchase (hereinafter: "the agreement") between the vendor and the purchaser. This shall be the case if the goods to be supplied on the basis of the agreement are supplied directly by the vendor to the purchaser, or by or with the intermediary of third parties.
b. In the event of resale or distribution of the contract goods, the purchaser is obliged to stipulate in favour of the vendor, by way of perpetual clause, that the purchaser shall have, to the extent applicable, the same rights and obligations in respect of the vendor as the purchaser has in respect of the vendor in articles 9, 12 and 13.
c. These present terms and conditions shall be applicable by simple reference in quotations, order confirmations and on Internet sites. These present terms and conditions shall also be applicable if the vendor shall have referred to these present terms and conditions on a previous occasion in a written document
intended for the purchaser. These present terms and conditions shall also be applicable if they a applied to a previous agreement between the vendor and the purchaser, unless the vendor shall have explicitly renounced their applicability.
d. These present terms and conditions set aside the terms and conditions of the purchaser, if any, even if the purchaser's terms and conditions should reach the vendor after the purchaser has received those of the vendor.

Article 3: Quotations, offers, official lists

a. Quotations, offers and official lists of the vendor are without any obligation.
b. In the event that a firm offer is made, It shall be in effect during a period as stated by the vendor; in the event that no time period shall have been stated, said offer shall lapse after one month.


Article 4: The conclusion of an agreement

a. The agreement shall be concluded by explicit acceptance by the purchaser of a definitive offer on the part of the vendor.
b. The agreement shall also be concluded if the vendor shall not have notified the purchaser in writing, at the latest on the eighth working day after the working day on which it has taken cognisance of an order, that it does not accept the order.
c. The conditions of this article are also applicable to pre-sales.

Article 5: Prices and discounts

a. The prices and discounts used by the vendor are the prices and discounts as they are stated in the official lists that apply on the day on which the agreement is concluded, respectively as otherwise agreed on that day.
b. The prices used by the vendor are, unless otherwise agreed upon, "ex vendor", inclusive of excise duties, import duties, other levies and packaging and exclusive of value added tax (but inclusive of value added tax in the event of
sale to private individuals).
c. The vendor shall be authorised to increase the agreed contract prices on the grounds of increases in or surcharges to the
1. import duties,
2. excise duties,
3. tax on packaging materials and environmental tax,
4. other taxes,
5. levies by public corporate bodies,
6. other levies,
7. carriage rates,
8. costs of transport and insurance premiums of the contract goods and raw materials which are needed for the production and transport of the contract goods. This shall also apply in the event of statutory regulations leading to risks that are abnormal for the branch.
d. The vendor shall notify the purchaser as soon as possible of the price increase. The party to whose disadvantage the price is changed shall be entitled to cancel the order, provided this takes place in writing within 8 days after the notification of the price change.

Article 6: Payment

a. Except in the event that cash payment or cash on delivery shall have been stipulated, payment of the amount of the invoice for the contract goods must have been effected, net, in cash at the offices of the vendor or into the bank account it has indicated, within 20 working days of the date of the invoice.
b. If the purchaser should not comply with its payment obligation(s), then without prejudice to the provisions of article 18 and without prejudice to its entitlement to compensation on the basis of the law the vendor shall be entitled to reimbursement of interest and administrative costs.
Aforementioned reimbursement of interest shall be equal to the legal commerce interest rate increased by 4 %. This reimbursement shall be calculated on the amount that has remained outstanding after expiry of the term of payment as referred to in section a. and for the period by which the term of payment referred to in section a. shall have been exceeded. The reimbursement of administrative costs amounts to 2 % of the gross invoiced value.

c. The amount owed by the purchaser shall become immediately due and payable without any notice of default being required if one or more of the following cases should occur:
1. the liquidation of the purchaser or a petition filed by the purchaser for this purpose;
2. a petition filed by the purchaser for suspension of payments;
3. the purchaser being placed under tutelage;
4. the decease of the purchaser;
5. attachment against the purchaser;
6. winding up or alienation of the purchaser's enterprises, or a decision thereto;
7. the purchaser not complying with one of the obligations arising for it from the agreement, or not complying with one of these obligations properly or in a timely manner.
d. The vendor may choose to apply payments made by the purchaser first for the settlement of payment obligations vis à vis the vendor or vis à vis an enterprise affiliated with the vendor of an earlier date that have not yet been settled.
e. Any counterclaims on the part of the purchaser against the vendor or any enterprise affiliated with the purchaser, on any basis whatsoever, may not be offset against claims of the vendor.
f. In the event that a certain item on the invoice should be undue, the purchaser must pay that portion of the invoiced amount which is due and owing, with due observance of the other provisions of this present article.
g. If orders are carried out in more than one delivery, the vendor may invoice for each separate delivery.
h. If the purchaser should not adhere to any of these provisions, then all receivables of the vendor against the purchaser which have arisen on any grounds whatsoever shall immediately become due and payable without any notice of default being required.

Article 7: Delivery

a. Delivery shall take place "ex vendor", unless otherwise agreed.
b. If delivery has been agreed "carriage paid to purchaser" the following provisions shall apply:
1: The choice of the means of transport with which the contract goods shall be delivered to the delivery address shall be up to the vendor.
2: The risk of the contract goods shall pass to the purchaser at the moment that they have been delivered, carriage paid, to the purchaser and unloaded from the vehicle referred to in section b.1.
3: The carriage paid delivery of the contract goods to the purchaser shall take place to the delivery address indicated by the purchaser or to a point as close to said address as the means of transport referred to in section b.1 can come, this at the exclusive discretion of the driver. In the latter case, should the purchaser refuse to take delivery of the contract goods at that point, then any costs which should arise there from on any basis whatsoever shall be for its account, and the risk shall nevertheless pass to it at that moment.
4: Carriage paid delivery shall go no further than placement on the unloading platform or immediately over the threshold of the agreed delivery address.
5: In the event of carriage paid delivery of the contract goods, the purchaser shall offer assistance for its own account in unloading the cargo (for example, by making available mechanical aids such as forklift trucks with drivers).

c. Delivery shall take place at working times that are normal for the vendor.
d. Agreed delivery times are target times. In the event that the agreed delivery time should be exceeded, the purchaser shall be entitled to request delivery from the vendor, and the vendor shall be obliged to make delivery within a reasonable period from the date of the request.
e. The vendor may deliver the contract goods in different shipments or consignments.

Article 8: Complaints/claims

a. The purchaser shall notify the vendor in writing of any complaints in respect of the contract goods immediately after it has, in reasonableness, been able to ascertain them, but in any case within ten days after delivery. In its notification, the purchaser must give an accurate statement of the nature of and the grounds for the complaint and of the invoice in question.
b. In deviation from a., in the event of carriage free delivery, any visible damage to or any visible loss of the contract goods which arose during the transport to the agreed delivery address in the presence of the driver of the vehicle as referred to in 7b shall be established by or on behalf of the purchaser in writing on the transport document. The purchaser must immediately send a copy thereof to the vendor.
c. The purchaser must give the vendor the opportunity to the extent that this can in reasonableness be required of it, but in any case no less than twenty working days after the complaint to ascertain or to cause to be ascertained any losses, differences in size or damage on the basis of the contract goods in their original condition and in their original packaging. If the purchaser, in the meantime,
should have treated or processed the contract goods entirely or in part, or should have resold them, then any right to file a complaint and to receive compensation for damage shall lapse.
d. Complaints shall not give the purchaser the right to suspend its payment obligation(s).
e. Should the vendor find a complaint to be well founded, then at its discretion the vendor shall either pay compensation up to a maximum amount of the value of the invoice for the contract goods in question, or it shall replace the contract goods in question free of charge. The vendor shall not be obliged to pay further compensation or to reimburse indirect damage (whether this was sustained
by the customers of the purchaser or otherwise).
f. In relation to complaints, each delivery of part of an order shall be deemed to be a separate delivery.
g. The return of delivered goods may only take place carriage paid for risk of the purchaser after the vendor shall have given its written permission to return them. If the vendor should credit the purchaser in connection with this, fifteen per cent shall be deducted from the net amount of the invoice. Said return shipment must take place within five working days after obtaining permission,
carriage paid, to the address of the vendor. The purchaser must ensure that the goods are carefully packaged and shipped.

Article 9: Retention of title

a. All contract goods shall remain the property of the vendor after delivery, until the purchaser shall have complied with all its obligations in respect of the vendor in the matter of the purchase consideration for all deliveries (now or in the future) made by the vendor to the purchaser or in the matter of other activities performed by the vendor for the purchaser on the basis of any agreement between the purchaser and the vendor, or the payment of compensation on account of non compliance with the aforementioned agreements, including interest, charges and a penalty.
b. The purchaser may, for as long as it has not complied with all its obligations as set out in a, neither transfer the ownership of the contract goods to third parties otherwise than in the context of the normal course of its business operations, nor pledge the contract goods to third parties as additional security.
c. The purchaser must inform the vendor immediately by telephone of any claims by or attempts on the part of third parties to 

get contract goods subject to the vendor's retention of title under their control or to attach or seize them, and must confirm this in writing immediately to the vendor by telex, fax or telegram.
d. The purchaser gives the vendor permission to enter the premises where the contract goods are located at all times (therefore also outside of the normal working hours of the purchaser) in order to take the contract goods into its possession and to remove them, having invoked its retention of title.
e. At any time the vendor should so desire, the purchaser must furnish additional collateral for the correct compliance with its obligations in respect of the vendor.
f. The purchaser must properly insure against ordinary operating risks the contract goods which are subject to the retention of title.

 Article 10: Pallets

a. The purchaser must return pallets used in the delivery of the contract goods to the vendor carriage free and at its own risk within twenty working days.
b. The ownership of these pallets shall continue to rest with the vendor.

Article 11: Force majeure/unforeseen events and other circumstances

a. The vendor may postpone the delivery of the contract goods without payment of compensation in the event of force majeure or if events or circumstances that could not reasonably have been foreseen should make it impossible for it to execute orders on time without additional provisions or measures. In such a case it may also dissolve the agreement in full or in part without judicial
intervention and without payment of any compensation. In the event of a temporary suspension or postponement as well, the vendor shall be authorised to declare the agreement to be dissolved in full or in part if it is unable to make delivery as a result of force majeure or unforeseen events or circumstances.
b. Among other things, the following shall be deemed to be force majeure or events and circumstances as referred to in section a:
1. a state of war or a state of siege in both a formal and a material sense,
2. civil war,
3. riots,
4. mobilisation,
5. actions by employees of any nature whatsoever,
6 (road) blocks,
7. lockout of employees,
8. sudden operating breakdowns,
9. sudden excessive unfitness for work on the part of personnel,
10. not timely, or defective or faulty, delivery of raw and auxiliary materials, finished products or packaging materials,
11. government regulations,
12. refusal of or non issue of an import licence or other necessary permission by the authorities,
13. impeding imports or exports by government authorities or by third parties,
14. fire,
15. extreme weather conditions (such as frost, extreme rainfall, storm),
16. flooding.
c. Should the situation of force majeure last so long that the purchaser, in reasonableness, can no longer demand compliance on the part of the vendor, then either party may dissolve the agreement for future times by means of a simple written statement, without judicial intervention and without payment of compensation.

Article 12: Liability of the vendor

a. The liability of the vendor shall explicitly be limited to the provisions of article 8.e, unless, in addition, damage has been sustained as a result of gross negligence or intention on the part of the vendor or of its managerial staff.
b. The vendor shall never be liable for any "further" damage, including consequential damage, and the vendor is therefore not obliged to reimburse any trading loss, loss of profits, damage as a result of personal accidents, damage arising out of claims of third parties vis à vis the purchaser or any other damage whatsoever. The purchase indemnifies the vendor in the matter of all claims of third parties relating to goods supplied by the vendor to the purchaser.
c. If there should be damage as a result of a defect in the product as referred to in articles 6:185 and thereafter of the Civil Code of the Netherlands, the vendor shall furnish to the purchaser the necessary details of the producer of the product. The purchaser is obliged to institute its claim against the producer unless the vendor must be deemed to be the producer on the basis of article
6:187 of the Civil Code of the Netherlands.

Article 13: Manner of trading

a. The purchaser shall trade the contract goods exclusively in the original packaging as they come from the vendor, in unchanged condition and intact. However, the purchaser may trade individually any contract goods which have been delivered in bulk packaging, provided the individual products are traded in the original packaging as they come from the vendor, in unchanged condition and intact.
b. For each violation of the obligations named in this present article, the purchaser shall forfeit to the vendor an immediately due and payable astreinte which does not qualify for compensation or discount in the amount of 5000 Euros. The vendor shall not need to send the purchaser any notice of default in connection with this penalty. In addition to this penalty, the vendor shall be entitled to compensation, and it may dissolve the agreement(s) with the purchaser with immediate effect.

Article 14: Publicity and promotional material

The publicity and promotional material which the vendor should make available to the purchaser, whether it is free of charge or otherwise, in support of the sale of the contract goods or of future contract goods, shall remain the property of the vendor at all times. At the first request of the vendor, the purchaser shall return said material carriage-free and for the risk of the purchaser to the vendor's office address in unchanged condition and intact.

Article 15: Online sales

The legal regulations for distance selling are applicable to sales to consumers through the internet.

Article 16: Nullity and voidness, annulability

If of one or more of the provisions of the agreements) between the vendor and the purchaser or of these present terms and conditions should prove to be null and void, subject to annulment or unreasonably onerous, this shall not lead to the agreement(s) between the vendor and the purchaser, or these present terms and conditions, being null and void, subject to annulment or unreasonably onerous in their entirety.

Article 17: Applicable law and disputes

a. Exclusively Dutch law shall apply to these present terms and conditions and to the agreements) in which reference is made to them.
b. Any disputes in relation to these present terms and conditions and the agreement(s) in which reference is made to these present terms and conditions shall in first instance be submitted to the competent court in the actual place of business of the vendor, to the exclusion of each and every other court, unless the purchaser should opt to have the dispute settled by the competent judge
according to the law within 1 month after the vendor shall have pointed out this present stipulation to it in writing.
c. Without prejudice to the provisions of section the purchaser and the vendor may agree that a dispute in relation to these present terms and conditions and further agreements and terms and conditions that might arise there from, between them or between the vendor and the legal successors to the purchaser by universal or singular title, shall be decided by arbitration under the rules and regulations of the Netherlands Arbitration Institute in highest instance and to the exclusion of the ordinary court.

Article 18: Judicial and other costs

All judicial and extrajudicial costs which the vendor, in reasonableness, must incur to enforce compliance with these present terms and conditions and with the agreement(s) to which reference is made in these present terms and conditions, shall be for the account of the purchaser. In respect of the extrajudicial costs of collection, the costs to be reimbursed shall be determined on the basis of the applicable collection fee of the Netherlands Bar.