General sales-agreements Exotics Plaza.

From the private limited liability company Exotics Plaza, located in Nieuwerkerk aan den IJssel, registered in the trade register of the Chamber of Commerce under file number 78736927, hereinafter referred to as Exotics Plaza.

ARTICLE 1: APPLICABILITY 1.
These conditions apply to all agreements that Exotics Plaza concludes with the buyer. 2. Agreements are understood to mean: agreements regarding sales and related agreements. 3. The buyer is understood to mean: any legal entity with which Exotics Plaza enters into an agreement for the delivery of goods. 4.These general terms and conditions apply to all subsequent agreements, issued or concluded with the same buyer, regardless of whether they are related to or following previously concluded agreements. 5. Changes or additions to these terms and conditions are only binding for Exotics Plaza if Exotics Plaza has expressly confirmed them in writing. Deviations from these conditions must always be agreed with Exotics Plaza and only relate to the agreement in question. 6. If one or more provisions of these conditions are void or are annulled by a court decision, the other provisions of these conditions will remain in force. The parties will consult on the provisions that are null and void or annulled in order to reach a substitute arrangement that is in accordance with the applicable law and consistent with the annulled provision. 7.These conditions also apply to employees of Exotics Plaza and third parties engaged by it in the execution of an agreement.

ARTICLE 2: OFFER 1.
All offers from Exotics Plaza are without obligation, unless expressly stated otherwise. 2. Orders and changes thereto can be given by the buyer both orally and in writing. Written orders from the buyer must be accompanied by a clear description of the items to be purchased. 3. Orders and changes thereto are only binding for Exotics Plaza if they have been accepted or confirmed by Exotics Plaza within two (2) working days of receipt thereof, or if Exotics Plaza has actually started carrying out the order. 4. Verbal commitments by and agreements with subordinates of Exotics Plaza do not bind Exotics Plaza until and insofar as they have been confirmed by him in writing.

ARTICLE 3: PRICES 1.
All amounts stated by Exotics Plaza in quotations, order confirmations or otherwise are stated in Euros and are based on a one-off delivery, unless stated/indicated otherwise by Exotics Plaza. 2. Unless expressly stated otherwise, the prices are exclusive of sales tax or other corresponding levies; all costs caused by these taxes will be borne by the buyer. Unless otherwise agreed, packaging costs and costs of transport of the goods to be delivered are not included in the price. 3.Exotics Plaza is not obliged to honor an agreement at a stated price that is clearly based on a printing or writing error.

ARTICLE 4: PLACE AND METHOD OF DELIVERY 1.
Delivery takes place ex Exotics Plaza or at the loading location indicated, but in any case immediately prior to the moment at which the goods start to be loaded into a means of transport made available by or on behalf of the buyer. If it has been agreed that transport will take place by or on behalf of Exotics Plaza, delivery will take place at the time of delivery at the agreed location. 2.Exotics Plaza is entitled to deliver in parts. Each delivery counts as a separate agreement and can be invoiced separately. 3. Exceeding the specified delivery period does not give the buyer the right to suspend his obligations under the agreement. 4. Exotics Plaza is only in default after an agreed delivery period has been exceeded if it has received a written notice of default from the buyer in which it is given a reasonable period in which to proceed with delivery and compliance therewith is not forthcoming within this period. If this latter period is exceeded, the buyer has the right to terminate the agreement. In that case, the buyer is not entitled to compensation, unless the exceeding of the latter term is the result of intent or gross negligence on the part of Exotics Plaza and/or its employees. 5. If the buyer does not accept the delivered goods on time or at the agreed location, the buyer is legally in default. Exotics Plaza then has the right to transport the delivered goods at the expense and risk of the buyer to and store them at a location to be determined by Exotics Plaza. Exotics Plaza is then entitled to compensation for the costs incurred and damage suffered. This compensation amounts to at least ten percent (10%) of the net invoice amount, without prejudice to Exotics Plaza’s right to claim compensation for the excess. 6. If the goods to be delivered have not been received by the buyer within 24 hours after the offer for delivery, Exotics Plaza is entitled to terminate the agreement on the basis of which the delivery takes place without judicial intervention and to sell the goods to be delivered. The buyer then owes Exotics Plaza compensation in the amount of the lost profit and all costs incurred in this regard. This compensation amounts to at least ten percent (10%) of the net invoice amount, page 2 without prejudice to Exotics Plaza’s right to claim compensation for the excess.

ARTICLE 5: RISK
The risk of loss, damage or complete or partial destruction of the goods to be delivered is borne by the buyer from the moment of delivery or from the moment and place where delivery is to take place under the agreement.

ARTICLE 6: QUANTITY AND QUALITY
The quantity delivered is deemed to comply with what has been agreed or prescribed in terms of number and weight and quality requirements, unless the buyer provides proof to the contrary. If no quality requirements have been agreed between the parties, the goods will be delivered in accordance with the usual quality standards for such goods in Dutch society.

ARTICLE 7: FORCE MAJEURE 1.
In the event of force majeure, Exotics Plaza’s delivery and other obligations will be suspended. The obligations are revived if fulfillment of the obligations is reasonably possible again. Force majeure includes: unforeseen circumstances relating to persons and/or materials that Exotics Plaza uses or tends to use in the performance of the agreement, which are of such a nature that the performance of the agreement is therefore impossible or otherwise becomes onerous and/or disproportionately expensive, such that compliance with the agreement can no longer reasonably be required. 2. If Exotics Plaza has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or the deliverable part separately and the buyer is obliged to pay this invoice as if it were a separate agreement.

ARTICLE 8: OBLIGATIONS OF THE BUYER 1.
Upon delivery by Exotics Plaza (in accordance with Article 4, paragraph 1), the buyer must check the delivered goods in the presence of the driver. The buyer must check whether the delivered goods comply with the agreement, namely: a. whether the correct goods have been delivered; b. whether the delivered goods meet the quality requirements that have been agreed; c. whether the delivered goods correspond in terms of quantity (number, quantity, weight) with what has been agreed. 2. If the goods are delivered to a third party, who holds these goods for the buyer, the buyer is obliged to comply with the provisions referred to in paragraph 1. to carry out or have carried out the said inspection on the day of delivery. 3. If the buyer wishes to complain, he is obliged to report this to Exotics Plaza as soon as possible after discovering the shortcoming or after he should reasonably have discovered the shortcoming, but no later than within 24 hours after delivery. If this notification was made orally, it must be confirmed immediately in writing (e[1] email, letter, bailiff’s writ) to Exotics Plaza. 4. The relevant delivered goods must remain present in their entirety and the buyer must give Exotics Plaza the opportunity to view the goods. The buyer is obliged to ensure the preservation of the goods at all times as a careful debtor. 5. If the complaint is found to be correct by Exotics Plaza, Exotics Plaza has the right to either replace the goods, with due observance of a reasonable period and maintenance of the existing agreement, or the right to return (part of) ) the invoice amount. 6. If the buyer has processed the delivered goods, any liability of Exotics Plaza for defects is excluded. 7. Complaints regarding the delivered goods do not affect the buyer’s obligations with regard to the delivered goods, the goods previously delivered or the goods yet to be delivered, unless the usability of the goods delivered previously is inextricably linked to the defects in the delivered goods about which the complaint is made. 8. Complaints do not give the buyer the right to suspend payment, while compensation is expressly excluded.

ARTICLE 9: LIABILITY 1.
If Exotics Plaza is liable, this liability is limited to what is regulated in this provision. 2.Exotics Plaza is not liable for damage of any nature whatsoever caused by Exotics Plaza relying on incorrect and/or incomplete information provided by or on behalf of the buyer. 3.Exotics Plaza is only liable for direct damage. Direct damage is exclusively understood to mean: a. the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions; b. any reasonable costs incurred to ensure that the defective performance of Exotics Plaza complies with the agreement, insofar as these can be attributed to Exotics Plaza; c.reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. 4.Exotics Plaza is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business or other stagnation. 5. If Exotics Plaza is liable for any damage, Exotics Plaza’s liability is limited to a maximum of the invoice value of the order, or at least to that part of the order to which the liability relates. 6.The liability of Exotics Plaza is in any case always limited to the amount paid out by its insurer in a particular case. 7. The limitations of liability included in this article do not apply if the damage on page 3 is due to intent or gross negligence on the part of Exotics Plaza or its managers/subordinates.

ARTICLE 10: PACKAGING 1.
The packaging made available by Exotics Plaza for the delivered goods, including packaging, crates, etc., will be charged at the current price. 2. If the packaging to be returned is collected from the buyer by Exotics Plaza, the packaging must be complete and ready on time.

ARTICLE 11: PAYMENT 1.
Payment for the delivered goods must be made within 14 days after the date of the invoice relating to the delivery, unless this arrangement has been deviated from by written agreement. Payment must be made, without any right to discount or settlement, even in bankruptcy, at the offices of Exotics Plaza or by deposit into a bank account designated by the latter. The costs associated with payment are borne by the buyer. 2. Every payment on outstanding invoices is deemed to have been made in settlement of the oldest outstanding items. 3. Complaints about shortcomings in the invoice must be submitted to Exotics Plaza in writing within five (5) working days after the invoice date. 4. If an order is executed by Exotics Plaza in parts, Exotics Plaza is entitled to immediately demand payment for the delivered part or to invoice for it in the interim. 5. If the buyer has not paid within the period set above or within the further agreed period, he is legally in default and Exotics Plaza has the right to charge the buyer the statutory commercial interest (ex Article 6) without further notice or notice of default. :119a Dutch Civil Code) from the due date, until the date of full payment and without prejudice to the other rights vested in Exotics Plaza. 6. All costs incurred by Exotics Plaza as a result of the buyer’s failure to fulfill any obligation for the latter under this agreement, or failure to do so on time or properly, will be borne by the buyer. These costs include the costs of notice, termination, collection and bailiff, as well as the costs of the counselor/attorney and all other extrajudicial as well as judicial costs. These costs are set by Exotics Plaza and the buyer at the percentage/amount of the principal amount that is permitted by law or resulting regulations, but at least 15% of the principal amount to be claimed with a minimum of € 500. The buyer is in default due to non-compliance or improper performance. 7. If and insofar as the buyer is in default of payment, as well as in the event of bankruptcy, application for suspension of payment and closure or liquidation of his company, everything Exotics Plaza can claim from the buyer is immediately due and payable. 8.Exotics Plaza reserves the right to require full or partial advance payment of the agreed price. 9.Exotics Plaza is at all times entitled to require the buyer to provide security for the fulfillment of his payment obligations. If Exotics Plaza has made this request and security is not provided, Exotics Plaza has the right to suspend the fulfillment of its obligations until security is provided. 10. Exotics Plaza is entitled to offset all due and payable claims of the buyer on Exotics Plaza with all claims that can be valued in money against the buyer of Exotics Plaza.

ARTICLE 12: APPLICABLE LAW 1.
All agreements, both purchase and other agreements, concluded with Exotics Plaza are exclusively governed by Dutch law. 2. The Dutch text of the conditions is decisive. The applicability of provisions of the United Nations Convention on Contracts for the Sale of Goods (Vienna 11-04-1980) is expressly excluded.

ARTICLE 13: DISPUTES.
All disputes arising from agreements concluded with Exotics Plaza, including the claim for payment of overdue amounts, will be settled by the competent court of the place where Exotics Plaza has its registered office, to the exclusion of any other instance. Notwithstanding the foregoing, the parties may agree in writing to have the dispute settled by another body.

Nieuwerkerk aan den IJssel, May 2022