General conditions of sale and delivery of Staro International B.V., registered in Noordwijkerhout filed at the office of Leiden Chamber of Commerce, under number B.98295. ARTICLE 1: DEFINITIONS Section 1: the following definitions shall apply in these general conditions; supplier: the user of these general conditions, namely Staro International B.V., Leidsevaart 123, 2211 VS, in Noordwijkerhout. Principal or client: the party that is in a (pre-) contractual relationship with the supplier. Section 2: where reference is made in these general conditions to "goods", the reference shall be deemed to mean both the items and any services the supplier supplies, including advice and creative statements. Section 3: where reference is made in these general conditions or in agreements concluded between the supplier and client, to an internationally defined condition (for example: c.o.d., ex-works, c.i.f. Etc.) The condition shall be understood in the sense of the incoterms published in 1990 by the international chamber of commerce. ARTICLE 2: APPLICABILITY Section 1: unless agreed otherwise in writing, each undertaking between the supplier and client shall be subject to these conditions of sale and delivery. Section 2: the provisions of the preceding section shall also apply to (additional or supplementary) agreements between the supplier and client, to which no further (specific) reference has been made to the applicability of these general conditions of sale and delivery. Section 3: general (purchase) conditions of the principal shall only apply, if it has been agreed specifically and in writing that they shall apply, to the exclusion of these delivery conditions, to the agreement between the parties. ARTICLE 3: OFFERS Section 1: all offers of any description shall be made without engagement for the supplier, unless they contain a term for acceptance and are based on delivery subject to normal circumstances and normal working hours. Section 2: if an offer without engagement is accepted, the supplier shall be entitled to withdraw the offer within two days of receiving the acceptance. Section 3: illustrations, catalogues, drawings and any other details the supplier provides shall be subject to change, without prior notice, and shall not bind the supplier. ARTICLE 4A: PRICES Section 1: the price or prices stated with the offer apply exclusive of VAT in euros, subject to the cost-determining factors applicable at the time. Section 2: the supplier shall at all times be entitled to stipulate that certain items can only be delivered subject to a specific minimum quantity being ordered. Section 3: in the case of combined offers, there shall be no obligation to deliver part of the entire order for the sum stated for the part concerned in the offer or for a proportional part of the price stated for the whole. ARTICLE 4B: PRICES Section 1: the supplier shall be entitled to increase the agreed price, in the event of one or more of the following circumstances occurring after the agreement's conclusion: an increase in the costs of materials, semi-processed products, or services that are required for the execution of the agreement, an increase in shipping costs, wages, employer's social insurance contributions, the other costs relating to terms of employment, the introduction of new government levies or an increase in existing levies on raw materials, energy or residues, a considerable change in foreign exchange rates or, in general, circumstances that are comparable with those mentioned above. Section 2: extra time-consuming text, unclear copy, unclear, sketches, drawings or models, defective information carriers, defective computer software or data files, an unsound method of delivery of the materials or products to be supplied by the principal and all similar deliveries by the principal that necessitate more work or higher costs on the part of the supplier than could reasonably have been expected at the time of entering into the agreement, shall constitute grounds for an increase in the agreed price. Also special processing difficulties or those that could not reasonably have been foreseen that arise from the nature of the materials and products that have to be processed, shall constitute grounds for increasing the agreed price. Section 3: the supplier shall be entitled to increase the agreed price or, as the case may be, obliged to reduce it, if the principal changes the specifications agreed on originally, including author's corrections or changes to instructions after receipt of the working drawings, models and the printer's galleys, print proofs and other proofs. The supplier shall provide all reasonable cooperation in respect of any such changes, provided the work the supplier has to perform does not significantly differ from the work agreed on originally. ARTICLE 5: CONSULTANCY AND PRODUCT DEVELOPMENT Section 1: the consultant shall be obliged to look after the interests of the client to the best of his/her knowledge and ability and, if requested, to act in an advisory manner. Section 2: the consultant shall treat all the information provided by the client as strictly confidential, also after the end of the relationship. In turn, the client shall be obliged to keep secret all information to which the client becomes privy about the consultant's business, products and/or services. Section 3: in the case of product development, consultancy concerning the use of promotional products, consultancy concerning creative concepts, offers for large projects involving products, either printed or otherwise, national or international market surveys concerning specific products, or product requests concerning products that are not specifically described, the client shall owe payment - in all cases that are not foreseen in the delivery of specifically described goods – amounting to an hourly rate or fixed price to be agreed on between the parties in advance. ARTICLE 6: DELIVERIES AND DELIVERY PERIODS Section 1: stated delivery periods shall never be considered as deadlines, unless specifically agreed otherwise. Therefore the supplier must be served written notice of default in the event of late deliveries. Section 2: the delivery period commences at the last of the following dates: A. The date on which the agreement is concluded. B. The date on which the supplier receives the necessary documents, data, permits and so forth that is necessary for the execution of the agreement. C. The date on which the supplier receives the payments the client has to make, possibly in advance, in accordance with the agreement. Section 3: if the delivery is partially or entirely prevented by a case of circumstances beyond one’s control, the supplier shall be entitled to suspend delivery or to partially or entirely dissolve the agreement, insofar as it has not already been executed, and to demand payment for the parts of the agreement that have been executed, and to do so without being obliged to pay the client any compensation. Section 4:in these general conditions of sale and delivery, circumstances beyond one’s control (see also article 11) shall be deemed to mean any circumstance beyond the supplier's control – even if this could have been foreseen at the time of the agreement's conclusion – that temporarily or permanently prevents the agreement's fulfilment, as well as, insofar as not already included, war, threat of war, civil war, riots, strikes, employee lock-outs, transport problems, fire and/or serious disruptions in the operations of the supplier or the latter's suppliers. Section 5: in the case of products or specially assembled products intended especially for the client, the supplier retains the right to deliver and present invoices for up to 10% more or less than the agreed quantity. Section 6: following proper consultation, the supplier shall be permitted to make partial shipments, whereby payment shall be due separately for each shipment plus once-only start-up costs. Section 7: unless agreed otherwise in writing, without detriment to the above provisions on prices, the prices stated by the supplier shall be based on delivery ex-works, warehouse or other storage place, excluding vat, import duties and other taxes, levies or obligations and excluding the costs of loading and unloading, transport and insurance. Section 8: unless agreed otherwise in writing, goods shall be delivered ex-warehouse, in which case, the supplier shall be deemed to have delivered the goods and the client shall be deemed to have accepted them, as soon as the goods are presented to the client and/or as soon as the goods have been loaded in or on the transport vehicle. Section 9: unless agreed otherwise in writing, transport shall take place at the risk and for the account of the client, also if the carrier has specifically stipulated that all transport documents must state that any damage resulting from the transport is for the risk and account of the shipper. Section 10: if the supplier provides samples to the client, the client shall be obliged to return the samples to the supplier, undamaged and in the original packaging, carriage paid, within fourteen days of receiving them. Section 11: if the supplier shows or provides a model, sample or example, this shall only be done by way of indication: the qualities of the goods to be delivered may differ from the sample, model or example. The provisions of article 7 shall similarly apply. ARTICLE 7: COMPLAINTS AND EXAMINATION UPON DELIVERY Section 1: complaints concerning defects that are observable from an external examination must be submitted in writing, within five working days of the delivery of the goods; any failure to do so within the stated period shall release the supplier from any obligation to provide any form of compensation. Section 2: complaints concerning defects that are not observable from an external examination must be submitted in writing within eight days of their discovery, and within two months of the delivery of the goods, whereby any failure to submit a complaint within this period shall result in forfeiture of the rights associated with the complaint concerned. Section 3: complaints concerning the sums indicated in the invoices presented by the supplier must be submitted in writing, within five working days of the invoice date, whereby any failure to submit a complaint within this period shall result in forfeiture of the rights associated with the complaint concerned. Section 4: with regard to services, goods and/or raw materials delivered by the supplier but which the latter receives from third parties, the preceding sections shall apply, only if and to the degree that the third-party supplier of those services, goods and/or raw materials has provided the supplier with a guarantee. Section 5: goods the supplier recognises as defective shall either be replaced by the supplier (within a reasonable period) or credit shall be granted in the purchase price, whereby any other type of obligation to pay (additional) compensation shall be excluded. Section 6: goods may only be returned following the supplier's written approval, but at the account and risk of the client, and without this ever implying any acknowledgement of liability. ARTICLE 8: DIFFERENCES Section 1: differences between, on the one hand, the delivered work and, on the other, the original design, drawing, copy, model, or, as the case may be, the galleys, print proofs or other proofs, shall not provide any reason for rejection, discount, dissolution of the agreement or compensation, if the differences are of little significance. Section 2: when assessing the question of whether differences in the whole of the work should be deemed to be of little significance, a representative random sample of the work shall be considered, except where individual, particular goods are concerned. Section 3: taking all circumstances into account, differences that it is reasonable to consider have no effect or only a minor effect on the work's value in use, shall always be deemed to be differences of little significance. Section 4: with regard to the quality and gram weight of paper and cardboard, differences of little significance shall be deemed to be differences that are permitted pursuant to the tolerance standards stated in the general conditions of sale of the association of paper wholesalers. The relevant conditions are available for examination at the supplier's premises. Upon request, the supplier shall send the principal a copy of the aforementioned conditions, free of charge. Section 5: differences in the other materials and semi-processed products that the supplier uses and that are permitted in accordance with the relevant general conditions of sale, shall be deemed to be differences of little significance. The relevant conditions are available for examination at the supplier's premises. Upon request, the supplier shall send the principal a copy of the aforementioned conditions, free of charge. ARTICLE 9: RETENTION OF TITLE Section 1: the supplier shall retain the title to all the goods delivered to the client until the purchase price for the goods has been paid in full. Section 2: if, within the scope of the agreement concluded with the client, the supplier performs work on the client's behalf that is to be paid for by the client, the retention of title shall likewise apply, until the client has also paid in full this receivable that is due to the supplier. Section 3: the retained title shall likewise apply in respect of receivables due to the supplier from the client on account of any default on the part of the client in the fulfilment of one or more of the client's obligations to the supplier. Section 4: until the title to the delivered goods has been transferred to the client, the client shall not be entitled to pledge the goods or grant a third party any right to the goods, other than within the scope of the normal operation of the client's business, in which case, the client undertakes, in the event of a sale on credit, to agree on retention of title with the client's customers, on the basis of the article concerned. Section 5: the client undertakes not to assign or pledge to third parties any receivables due from the client's customers and also undertakes to pledge the receivables to the supplier, in the manner indicated in article 3: 239 of the Netherlands civil code, upon being requested to do so by the supplier, in order to provide additional security for the payment of receivables, of any description, that the client owes the supplier. Section 6: if the client has good reasons for believing it will default in its payment obligations to the supplier, the supplier shall be entitled to take back any goods delivered subject to retention of title. The client shall then be credited for the goods' market value, which, under no circumstances, shall be higher than the original purchase price, less the costs involved in taking back the goods. ARTICLE 10: PAYMENT Section 1: unless agreed otherwise in writing, and without detriment to the provisions of the following section, payments to the supplier must be made net, within 14 days of the invoice date, which date shall apply as a deadline. Section 2: unless specifically agreed otherwise, all payments from the client, regardless of how they are made, shall first be deducted from costs, then from due interest and, finally, from the principal sum of any outstanding invoices. Section 3: no set-off or other form of counterclaim shall ever be permitted, unless specifically agreed otherwise in writing. Section 4: the supplier shall at all times be entitled, before delivery or upon delivery, to request what the supplier deems to be sufficient advance payment or security for the fulfilment of the client's payment obligations, in which case the supplier shall be entitled to suspend all further deliveries, if the client fails to comply with this request, also when a fixed delivery period has been agreed, and without detriment to the supplier's right to claim damages on account of late compliance or non-compliance with the agreement. Section 5: in the event of failing to pay within the agreed period, the client shall be in default by operation of law and, without any notice of default being required, the supplier shall be entitled to charge the client, as of the due date, interest of 2% on top of the statutory interest, on the invoice amount, whereby the minimum interest percentage shall be deemed to be 12% per annum. Section 6: the client shall be charged for any extrajudicial collection costs the supplier incurs and any such costs shall be calculated, in proportion to the outstanding amount, in the manner described below, on the understanding that the costs shall be deemed to amount to at least € 80,00. The extrajudicial collection costs shall be calculated as follows, on the principal sum that is owed: On the first € 3.000,00, 15% On the amount above this up to € 6.000,00, 10% On the amount above this up to € 15.000,00, 8% On the amount above this up to € 59.000,00, 5% On the amount above € 59.000,00, 3% Section 7: from the moment of the client's default, any outstanding receivables due for payment to the supplier shall be payable on demand. ARTICLE 11: CIRCUMSTANCES BEYOND ONE’S CONTROL Section 1: any default on the part of the supplier in the fulfilment of the agreement shall not be attributable to the supplier, if the supplier is not to blame, or the supplier cannot be held accountable according to the law, the agreement or commonly held opinions. Section 2: any failure to fulfil the agreement on the part of the supplier as a result of war, mobilisation, rioting, flooding, closed shipping operations, other transport obstructions, stagnation in deliveries or, as the case may be, any limitation or cessation of deliveries by public utilities, a lack of coal, gas, mineral-oil products or other resources for energy production, fire, machinery breakages and other accidents, strikes, lock-outs, union actions, export restrictions, other measures taken by government bodies, failures by third parties to deliver necessary materials and semi-processed products, the intent or gross negligence of persons assisting, or other similar circumstances, shall not be deemed attributable to the supplier and shall not entitle the principal to dissolve the agreement or to compensation. ARTICLE 12: LIABILITY Section 1: except in the case of gross negligence or intent on the part of the #supplier# or the supplier's supervisory subordinates, the supplier shall not be liable for any costs, damage or interests that may arise as a consequence of the acts or negligence of the aforementioned persons, or of any other subordinates of the supplier, or of persons employed by the supplier, in connection with the agreement's execution. Section 2: all liability on the part of the supplier for consequential losses or other indirect losses is specifically excluded. Section 3: the supplier's liability based on the agreement with the principal shall be limited to a sum that, according to the standards of reasonableness and fairness, is related to the agreed price. ARTICLE 13: DESIGNS, MODELS, DATA FILES, SLIDES, LITHOS AND CUTTING DIES Section 1: all drawings, sketches, diagrams, samples, models, tools, etc. That are used by the supplier shall continue to be the intellectual and/or physical property of the supplier, even if they are placed at the client's disposal; therefore, without the supplier's prior written consent, they must not be used for any purpose other than the execution of the agreement between the supplier and the client. Section 2: the client shall indemnify the supplier against any claims brought by third parties in connection with intellectual property rights relating to the goods referred to in the preceding section that come from the client. Section 3: all the goods the supplier produces, such as any means of production, semi-processed products, tools, and, in particular, type, design drawings, models, working drawings and detailed drawings, samples, information carriers, computer software, data files, photographic work, lithos, plates, films, micro-paste-ups and macro-paste-ups, printing plates, silk-screen stencils, engraving cylinders, stereotypes, cutting dies and shapes, (foil) embossers, die blanks and peripheral equipment, shall continue to belong to the supplier, even if they are included as a separate item in the offer, the tender or on the invoice. ARTICLE 14: MATERIALS AND PRODUCTS SUPPLIED BY THE PRINCIPAL Section 1: if it is agreed between the principal and the supplier that the principal shall supply material or products for printing or processing, the principal must attend to the delivery in what is deemed to be a prompt and proper manner in aid of normal, scheduled production. The principal shall request instructions from the supplier about this. ARTICLE 15: DISPUTES/APPLICABLE LAW Section 1: Dutch law shall apply to any agreements that are partially or entirely subject to these conditions. Section 2: taking into account the provisions of article 100 of the code of civil procedure, all disputes shall be settled by the court with jurisdiction in the district in which the supplier is registered. Section 3: if not specifically agreed otherwise in writing, all actions that the client may have cause to take by virtue of these general conditions shall be subject to a limitation period of one year after the delivery date.