Terms and Conditions

GENERAL TERMS AND CONDITIONS of Senta B.V. established in Amersfoort, filed on February 23, 2007 with the registry of the court in Utrecht under number 74/2007.

Article 1: Applicability

These conditions apply to every offer and every agreement between Senta B.V. and its affiliated companies, hereinafter referred to as Senta, and a client to which Senta has declared these terms and conditions applicable, insofar as the parties have not deviated from these terms and conditions in writing.

Article 2: Quotations; assignments; amendments

2.1 The quotations issued by Senta are without obligation; they are valid for 30 days unless otherwise stated.

2.2 Senta is only bound by an order given by the client if and after the order has been confirmed in writing by Senta or after Senta has started the actual execution of the order. The Client is bound by the assignment through and from the moment of giving an assignment.

2.3 If during the execution of the agreement it appears that it is for a proper

performance is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in mutual consultation. Senta is only bound by an amendment to the agreement if the parties agree to this in writing.

2.4 If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result. Senta will inform the client of this as soon as possible.

2.5 If the change or addition to the agreement has financial and/or qualitative consequences, Senta will inform the client about this. Exceeding amounts in quotations of up to 10% are accepted by the client and do not need to be reported to the client in advance by Senta.

Article 3: Delivery; delivery time; partial deliveries

3.1 Unless otherwise agreed, delivery takes place ex Senta's office in Amersfoort.

3.2 The purchased goods are transported at the expense and risk of the client.

3.3 The Client is obliged to take delivery of the purchased goods at the time when they are made available to it or delivered to it in accordance with the agreement.

If the client refuses the acceptance or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the risk of the client. In that case, the Client will owe all additional costs, including in any case storage costs.

3.4 An agreed delivery time is not a strict deadline, unless expressly agreed otherwise. In the event of late delivery, the client must therefore give Senta written notice of default.

3.5 The delivery time only commences after the client has provided Senta with all information that Senta indicates to be necessary, or which the client should reasonably understand to be necessary in the context of the execution of the agreement.

3.6 Senta is permitted to deliver sold goods in parts. This does not apply if a partial delivery has no independent value.

If the goods are delivered in parts, Senta is authorized to invoice each part separately.

Article 4: Performance of the agreement

4.1 Senta will perform the agreement, which must be seen as a best efforts obligation, to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

4.2 Senta will perform the agreement under its responsibility or, if necessary, have it performed by third parties. The applicability of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded.

4.3 The Client shall ensure that all matters and data, which Senta indicates are necessary, or which the Client should reasonably understand to be necessary for the execution of the agreement, are provided to Senta in a timely manner.

If the items and data required for the execution of the agreement are not provided to Senta in time,

Senta has the right not to start the execution of the agreement, or to suspend the execution of the agreement and/or to charge the extra costs resulting from the delay to the client in accordance with the usual rates.

4.4 Senta is not liable for damage, of whatever nature, caused by the fact that it has acted on the basis of incorrect and/or incomplete information provided by the client in the broadest sense of the word (including fragrances).

4.5 If it has been agreed that the agreement will be executed in phases, Senta can suspend the execution of those parts that belong to a following phase until the client has approved the results of the preceding phase in writing.

Article 5: Relationship management

5.1 Senta will draw up a contact report of all contacts with the client, insofar as this has been agreed and is important for the clarity and feasibility of the agreement.

5.2 The content of the contact report is deemed to be correct and complete and the parties are bound by this report if the client has not notified Senta of its objections in writing within four working days after the contact report has been sent.

Article 6: Confidentiality

Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of the agreement.

Information is considered confidential if this has been communicated by the providing party, or if this results from the nature of the information.

Article 7: Prices; billing; payment

7.1 All prices are exclusive of VAT and any shipping and transport costs, unless otherwise agreed in writing.

7.2 If Senta agrees a certain price with the client, Senta is nevertheless entitled to increase the price: Senta may charge the client the price applicable on delivery.

If the price increase amounts to more than 10%, the client has the right to dissolve the agreement by means of a written statement. The dissolution must take place immediately after the client has become aware of the price increase.

7.3 Unless otherwise agreed in writing, payment must be made in the manner and within the term as indicated on the invoice or, failing that, within fourteen days of the invoice date at the offices of Senta or by transfer of the amount due to Senta's bank account.

After the expiry of fourteen days after the invoice date, without payment having been made, the client is in default; From the moment of default, the client owes interest on the due amount equal to the statutory interest + 2%.

7.4 Payment must be made without discount or settlement.

7.5 Senta has the right to invoice the client in parts for the amount owed by the client.

7.6 Senta has the right to demand advance payment and/or the provision of security from the client.

7.7 Payments made by the client always serve in the first place to settle all interest and costs owed, and in the second place for payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.

Article 8: Costs

If the client is in default or fails to fulfill one or more of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the client. In any case, the client owes:

- on the first €3,000 15%

- on the excess up to € 6,000 10%

- on the excess up to € 15,000 8%

- on the excess up to € 60,000 5%

- over the excess 3%

If Senta demonstrates that it has incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement.

Article 9: Dissolution

9.1 Senta's claims against the client are immediately due and payable in the following cases:

- if Senta becomes aware of circumstances after concluding the agreement that give Senta good grounds to fear that the client will not fulfill its obligations;

- if Senta has asked the client to provide security for the fulfillment and this security is not forthcoming or is insufficient;

- if the client is otherwise in default and does not fulfill its obligations under the agreement.

In the aforementioned cases, but not limited thereto, Senta is authorized to suspend the further execution of the agreement, or to proceed with full or partial dissolution of the agreement, all this under the obligation of the client to compensate the damage suffered by Senta as a result. and without prejudice to Senta's other rights.

9.2 Senta's right to dissolve the agreement referred to in paragraph 1 does not apply if the shortcoming does not justify such termination with its consequences in view of its special nature or minor significance.

9.3 If circumstances arise with regard to persons and/or material that Senta uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement is impossible or so inconvenient and/or disproportionately expensive If it becomes apparent that compliance with the agreement can no longer reasonably be required, Senta is authorized to dissolve the agreement.

Article 10: Defects; Complaint terms

10.1 Complaints about the performances delivered pursuant to the agreement concluded must be reported in writing by the client within five working days after discovery, but in any case within one month after the delivery of the relevant performance (such as the delivery of goods or the performance of work). to Senta.

10.2 If a complaint is justified, Senta will still deliver the performance as agreed, unless this has become meaningless for the client in the meantime. The latter must be made known in writing by the client before the performance is still delivered. If the delivery of the performance is no longer possible or useful, Senta will only be liable within the limits of Article 13 (liability).

10.3 Complaints about invoices must be submitted in writing to Senta within eight days of the date of dispatch thereof. The payment term is not suspended as a result of such a complaint.

10.4 After expiry of the terms referred to in this article, complaints will no longer be processed and the client has forfeited his rights in this regard.

10.5 Barring proof to the contrary, the data in Senta's records are decisive.

Article 13: Liability

13.1 Senta's liability, insofar as it is covered by its liability insurance, is limited to the amount of the payment made by the insurer.

13.2 If in any case the insurer does not pay out or if the damage is not covered by the insurance, Senta's liability is limited to the invoice value of the agreement concluded between Senta and the client. In the case of agreements with a longer term, Senta's liability is further limited to the fee part owed over the last six months.

13.3 Senta is not liable for consequential damage, such as damage in the form of loss of profit, recall actions, media costs (such as costs if damage occurs in the context of a scent application on a placed advertisement) and other indirect damage.

13.4 Senta is not liable for damage to goods caused by (use of) goods purchased from Senta.

13.5 The Client indemnifies Senta against claims for compensation from third parties in connection with goods delivered by Senta to the Client or services provided for the Client insofar as such damage is not at Senta's expense and risk in relation to the Client under the agreement and these general terms and conditions.

13.6 Senta will always exercise due care when engaging third parties. Senta is, however, not liable for any shortcomings of these third parties.

13.7 Any right of claim of the client against Senta lapses after two years after the goods have been delivered to the client in accordance with the agreement or have been made available to the client, or after two years after the performance of the relevant services/work, unless the client has term has summoned Senta before the competent court.

13.6 The limitations of liability included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Senta or its managerial subordinates.

Article 14: Force majeure

14.1 Force majeure is understood to mean: circumstances that prevent the fulfillment of the obligation and that cannot be attributed to Senta. Senta's obligations are suspended during force majeure.

14.2 Force majeure shall also include, if and insofar as the circumstances referred to in paragraph 1 make compliance impossible or unreasonably difficult: strikes; a general lack of goods or services required for the realization of the agreed performance; unforeseeable stagnation at third parties on which Senta depends for the execution of the agreement and general transport problems.

14.3 Senta also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Senta should have fulfilled its obligation.

14.4 Senta's obligations are suspended during force majeure.

14.5 If the period in which fulfillment of the obligations by Senta is not possible due to force majeure lasts longer than three months, both parties are entitled to dissolve the agreement without there being any obligation to pay compensation in that case.

14.6 If Senta has already partially fulfilled its obligations at the commencement of the force majeure or

can only partially fulfill its obligations, it is entitled to separately invoice the already performed or executable part and the client is obliged to pay this invoice as if it concerned a separate contract. However, this does not apply if the part already performed or executable has no independent value.

Article 15: Dispute Resolution; Applicable law

15.1 Contrary to the statutory rules for the jurisdiction of the civil court, any dispute between the client and Senta will, if the court has jurisdiction, be settled by the court in Zutphen. Senta, however, remains authorized to submit a dispute to the competent court according to the law or the applicable international treaty.

15.2 Dutch law applies to every offer and every agreement between Senta and the client.

Article 16: Amendment of the terms and conditions

Senta is authorized to make changes to these terms and conditions. These changes will come into effect at the announced date of entry into force. Senta will send the amended terms and conditions to the client in a timely manner.

If no time of entry into force has been communicated, changes will come into effect vis-à-vis the client as soon as he has been notified of the change.

Senta, Printerweg 10, 3821 AD Amersfoort
E-mail: info@senta.com, Telefoon: +31 33 254 07 09
KvK: 30145022 BTW nr.: NL806662529B01

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