General terms and conditions

General Terms and Conditions of Sale Roha Development BV . These general terms and conditions apply to all (sales) transactions of Roha Development BV

1. GENERAL

1.1. These general terms and conditions apply to and form part of all quotations from Roha Development BV and all (sales) transactions with Roha Development BV,
with the express exclusion of the general (purchase) conditions of Buyer, unless otherwise agreed in writing between Roha Development BV and Buyer. These conditions shall at all times prevail over the (general) sales and delivery conditions of Buyer, unless prior written confirmation by Roha Development BV.

1.2. In this Agreement, the following terms shall have the meanings stated thereafter, unless the context otherwise requires:

“Business Day” : a day (other than Saturdays, Sundays and national holidays) on which banks in the country of Roha Development BV are normally open for the purpose of conducting normal banking transactions;
“Buyer” : a person who has accepted a Quotation from Roha Development BV for the sale of Products or whose Order for Products has been accepted by Roha Development BV;
“Conditions” : the conditions of sale described in this document, including (unless the context otherwise requires) any special conditions to be agreed in writing between Buyer and Roha Development BV;
“Agreement” : the agreement for the purchase and sale of Products;
“Products” : the products to be delivered by Roha Development BV in accordance with these Conditions (including partial deliveries or product components);
“Minimum Order” : the minimum number of Products per order to be determined by Roha Development BV at any time;
“Order” : a quotation from Roha Development BV accepted by the Buyer, containing an order to Roha Development BV to deliver the Products to the Buyer or to have the Products ready at the location of Roha Development BV or at a location to be agreed upon, where the Buyer will collect the Products;

1.3. The Vienna Sales Convention is excluded, so that the Buyer cannot rely on it. Only Dutch law and the Dutch buyer apply to agreements between Roha Development BV and the Buyer.

2. PRINCIPLES FOR SALES

2.1. Roha Development BV sells the Products, as the Buyer purchases them, in accordance with these Conditions, which apply to the Agreement to the exclusion of all other conditions on the basis of which the Buyer has (or believes to have) accepted the quotation or has (or believes to have) placed an Order.

2.2. These Terms and Conditions may only be validly deviated from if agreed in writing between the authorised representatives of
Copper and Roha Development BV have agreed.

2.3. The employees and representatives of Roha Development BV are not authorized to make any promises regarding the Products, except in writing.
confirmation from Roha Development BV. By entering into the Agreement, Buyer acknowledges that he has not relied on unconfirmed commitments, and also waives any claims in the event that such commitments are not honored.

2.4. If the Buyer follows advice or recommendations from Roha Development BV or its employees or representatives or, on the basis thereof,
Buyer acts entirely at his own risk if such advice or recommendations have not been confirmed in writing by Roha Development BV. 2.5. Typing errors, administrative errors or other errors or omissions in sales documentation, quotations, price lists, the acceptance of a quotation,
Invoices or other documents or data supplied by Roha Development BV may be corrected without Roha Development BV being liable in this regard.

2.6. Equipment, drawings, models, samples, descriptions, images, etc., as well as any attachments and documents, form part of the quotations of Roha Development BV. The items in question, as well as any aids manufactured by Roha Development BV in connection therewith, remain the property of Roha Development BV, must be returned to Roha Development BV at its request and may not be copied and/or made available to third parties without the express written approval of Roha Development BV. Roha Development BV reserves all possible existing intellectual and industrial property rights in this regard.

3. ORDERS AND SPECIFICATIONS

3.1. The Buyer is responsible to Roha Development BV for ensuring that the content of the Order placed by the Buyer (including any
applicable specifications) is correct and that Roha Development BV receives all necessary information regarding the Products in a timely manner, so that Roha Development BV can execute the Agreement in accordance with the provisions thereof.

3.2. In the event that there is no prior written acceptance of an Order by Roha Development BV, for example because the sale
If the Order is placed directly from the location of Roha Development BV, the Order is valid at the time that Roha Development BV has delivered the ordered Products (in whole or in part) or Roha Development BV has sent the invoice for the relevant Products to the Buyer upon request.

3.3. The quantity, quality and description of the Products are stated in the quotation of Roha Development BV (if accepted by the Buyer) or
yes in the Buyer's Order (when accepted by Roha Development BV).

3.4. Roha Development BV reserves the right to make changes to the specifications of the Products when this is necessary to meet the
applicable safety regulations or other requirements under law or regulations, or when – in the event that the Products are supplied in accordance with the specifications of Roha Development BV – these changes do not have a material impact on the quality and functioning of the Products.

3.5. Orders accepted by Roha Development BV cannot be cancelled by the Buyer, unless Roha Development BV gives written consent, in
in which case Buyer shall fully indemnify Roha Development BV against all damages, losses, costs and expenses of Roha Development BV as a result of such cancellation.

4. PRICE OF THE PRODUCTS

4.1. The price for the Products shall be the price offered by Roha Development BV or, if no price has been specified (or the price offered is no longer valid), the price shall be
valid), the price stated in the price list published by Roha Development BV as valid on the date of acceptance of the Order. All quoted prices are valid for 30 days only, unless otherwise stated in the quotation or prior acceptance by Buyer, after which period these prices may be changed by Roha Development BV without notice to Buyer.

4.2. Roha Development BV reserves the right to change the price by giving notice to the Buyer prior to delivery of the Products.
increase if Roha Development BV has to incur additional costs as a result of changes requested by the Buyer in the delivery dates, quantities or specifications of the Products, as a result of delays resulting from instructions given by the Buyer, or as a result of the Buyer's failure to provide sufficient data or instructions to Roha Development BV.

4.3. The price for the Products includes only the standard packaging and transport costs, unless otherwise indicated in writing by Roha Development BV.

4.4. The price excludes installation costs, operational costs, import and export duties, stamp duty, clearance costs, VAT and/or other statutory levies, which will be charged separately to the Buyer to the extent applicable.

5. PAYMENT CONDITIONS

5.1. Subject to any special conditions agreed in writing between the Buyer and Roha Development BV, Roha Development BV is entitled to adjust the price
of the Products upon or at any time after delivery of the Products to Buyer, unless the Products are collected by Buyer or Buyer has wrongfully failed to take delivery of the Products, in which case Roha Development BV shall at all times be entitled to charge the price to Buyer after Roha Development BV has notified Buyer that the Products are ready for receipt, or after Roha Development BV has offered the Products for delivery.

5.2. Buyer shall pay the price for the Products (less any discount to which Buyer is entitled, but excluding other discounts) at the time of delivery of the Products, even if no delivery has taken place and the ownership of the Products has not passed to Buyer or Buyer invokes defects. Payment terms shall be considered a fatal term for the application of the Agreement. Proof of payment shall only be provided upon request. Offsetting shall not be permitted.

5.3. If the Buyer has not paid the amount owed on the due date, Roha Development BV shall, without prejudice to any other rights and remedies to which it is entitled,
legal remedies the right to:

– 5.3.1. to terminate the Agreement or suspend further deliveries to Buyer;

– 5.3.2. to regard payments made by the Buyer as payments in respect of one or more Products (or one or more Products that
delivered under another agreement between Buyer and Roha Development BV), at the discretion of Roha Development BV (regardless of the payment description stated by Buyer); as well as

– 5.3.3. to charge Buyer interest on the unpaid amount (both before and after a court ruling) at the rate of
Euribor rate plus 4 percent per year until the amount due has been paid in full (for the calculation of interest, each part of a month counts as a full month).

6. DELIVERY

6.1. Delivery of the Products will be made by Roha Development BV on working days at a location to be agreed upon between Roha Development BV and the Buyer.
delivery. The method of transport is determined by Roha Development BV. Roha Development BV is not obliged to choose another method of transport if the method of transport chosen by it encounters obstacles or problems. Roha Development BV is not liable in the event of cancellation of the means of transport.

6.2. The specified dates for the delivery of the Products are only target dates. Roha Development BV is not liable for late delivery of the Products, regardless of the cause. Delivery times are not considered fatal terms. The Products can also be delivered by Roha Development BV before the specified date or target date. The Buyer will be notified of this within a reasonable period of time.

6.3. If the Products are delivered in parts, each delivery will be considered a separate agreement and the Buyer will not be entitled to
To terminate the Agreement as a whole if Roha Development BV has failed to make one or more partial deliveries in accordance with these Terms and Conditions, or if the Buyer has a claim in respect of one or more partial deliveries.

6.4. If the Products have not been received by the Buyer, or if the Buyer has not provided sufficient delivery instructions to Roha Development BV in a timely manner,
given before the time of delivery (unless this is the result of circumstances reasonably beyond the control of the Buyer or attributable to Roha Development BV), Roha Development BV shall have the right, without prejudice to any other rights and remedies to which it is entitled:

– 6.4.1. to store the Products until they can actually be delivered, and to pay to the Buyer the reasonable costs of storage (including
to charge insurance); or

– 6.4.2. to sell the Products at the highest possible price at that time and, if that price exceeds the price agreed in the Agreement, to pay the excess (after deduction of all storage and sales costs) to the Buyer, or to charge the Buyer for any shortfall in relation to the contract price.

7. RISK AND (EXTENDED) OWNERSHIP (RESERVATION)

7.1. The risk of the Products shall pass to the Buyer:

– 7.1.1. in the event that delivery of the Products takes place at the location of Roha Development BV: at the time that Roha Development BV informs the Buyer that the Products
be ready for receipt; or

– 7.1.2. if delivery of the Products does not take place at the location of Roha Development BV: at the time of delivery, or if the Buyer
If Roha Development BV has wrongfully failed to accept the Products, the time at which Roha Development BV offered the Products for delivery.

7.2. The Products delivered to Buyer now and in the future remain the property of Roha Development BV until Buyer has settled all claims that Roha Development BV has on Buyer.
has, for whatever reason, will have complied.

7.3. Until ownership of the Products has passed to Buyer, Buyer shall hold the Products for and on behalf of Roha Development BV and Buyer shall
to keep the Products clearly visible as the property of Roha Development BV separate from the property of Buyer and third parties and to store, protect and insure them in an appropriate manner. Until that time, Buyer shall have the right to resell or use the Products in the context of the normal exercise of its business, but Buyer shall account and render an account to Roha Development BV for the material or immaterial proceeds of the sale or alienation of the Products, including insurance payments, and Buyer shall keep all such proceeds separate from the property and assets of Buyer and third parties and, in the event of material proceeds, to store, protect and insure them in an appropriate manner.

7.4. Roha Development BV is entitled to request delivery of the Products until the Products have become the property of the Buyer, as well as
if Buyer does not immediately comply with this request, to enter the location of Buyer or third parties where the Products are stored and to take them back.

7.5. The Buyer is not permitted to pledge or otherwise encumber the Products delivered under retention of title as security.
for the fulfillment of its obligations. If Buyer does so, all amounts owed by Buyer to Roha Development BV shall be immediately due and payable (without prejudice to all other rights and remedies to which Roha Development BV is entitled).

8. WARRANTIES AND LIABILITY

8.1. Subject to the provisions below, Roha Development BV guarantees that the Products meet the specifications at the time of delivery.
Roha Development BV guarantees that the Products are free from defects in material or workmanship for 12 months after delivery, unless a different guarantee has been issued by the manufacturer of a Product/the Products. In that case, this (manufacturer's) guarantee prevails over the guarantee of Roha Development BV mentioned in this article.

8.2. Roha Development BV grants the above-mentioned guarantee under the following conditions:

– 8.2.1. Roha Development BV is not liable for defects in the Products resulting from a drawing, design or other specification provided by
Copper has been delivered;

– 8.2.2. Roha Development BV is not liable for defects resulting from the circumstance that the Products do not conform to the instructions of
Roha Development BV or stored in an unsuitable or damp location, nor for defects resulting from normal wear and tear, intentional damage, negligence, abnormal working conditions, failure to follow the (oral or written) instructions of Roha Development BV, incorrect use of oil and petrol, or modification of or repairs to the Products without the approval of Roha Development BV;

– 8.2.3. Roha Development BV cannot be held liable under this warranty (or under any other warranty or provision) if the price
for the Products not having been paid in full by the relevant due date.

8.3. Subject to the express provisions of these Terms and Conditions, all implied warranties and other implied provisions
arising from written or unwritten law are excluded as much as possible to the extent permitted by law. THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS ARTICLE 8.3.

8.4 Unless otherwise stated in writing, complaints about defective quality or defective condition of the Products or about the failure to
conform to the specifications must be reported by Buyer to Roha Development BV within 30 days after the date of delivery (regardless of whether or not delivery has been refused by Buyer), or within 15 days after the date of delivery to Buyer's customer if the defect or non-conformity has not become apparent during a reasonable inspection, whichever is earlier. If delivery is not refused and Buyer has not complained accordingly to Roha Development BV, Buyer may not refuse the Products, Roha Development BV shall not be liable for such defects or non-conformity and Buyer shall pay the price as if the Products had been delivered in accordance with the Agreement. Complaints regarding delivered, used Products will not be considered and Roha Development BV shall in no way be responsible for these Products, unless this has been agreed in writing.

8.5. Under penalty of forfeiture of rights, the Buyer must, in deviation from the provisions of Article 8.4 of these Conditions, report complaints about delivered goods.
Products in quantity, size, weight, packaging and/or damage must be reported to Roha Development BV in writing within 5 Working Days after the moment of transfer of risk as referred to in Article 7.1.1 or 7.1.2 of these Terms and Conditions.

8.6. If a valid complaint has been submitted to Roha Development BV in accordance with these Conditions regarding the defective quality or defective condition of the Products or the failure to meet the specifications, Roha Development BV may replace the Products (or the relevant part) free of charge or refund the price of the Products (or a proportionate part thereof) to the Buyer, all at the sole discretion of Roha Development BV, but Roha Development BV shall not be liable to the Buyer in any further respect.

8.7. Except in the event of injury or death resulting from negligence on the part of Roha Development BV, Roha Development BV shall not be liable to the Buyer on the basis of any promises,
implied warranties or conditions, obligations under unwritten law or the express provisions in these Conditions shall not be liable for consequential damage (including loss of profit, etc.), costs, expenses and other indirect claims for damages of any nature whatsoever (regardless of whether the damage is the result of negligence on the part of Roha Development BV, its employees or representatives or is due to any other cause) arising out of or in connection with the delivery of the Products or the use or resale thereof by the Buyer, except to the extent expressly provided otherwise in these Conditions.

8.8. In the event of non-fulfilment or untimely fulfilment of one or more obligations of Roha Development BV in connection with the Products, Roha Development BV shall be liable to
Buyer shall not be liable and Roha Development BV shall not be deemed to have failed to fulfil the Agreement if the non-fulfilment or untimely fulfilment is the result of a natural disaster, riots, strikes, lockouts, trade disputes or labour unrest, an accident, breakdowns in machinery or equipment, fire, flooding, difficulties in recruiting labour, obtaining materials or arranging transport, or is the result of other circumstances that are reasonably beyond the control of Roha Development BV.

8.9. Regardless of the foregoing, Roha Development BV shall never be liable for any indirect damage suffered by the Buyer, including but not limited to:
special or consequential damages, or for damages in any way whatsoever resulting from a failure or an attributable shortcoming in the fulfillment of these Conditions or from the Products delivered to Buyer. The total liability of Roha Development BV for a claim for damages (from an agreement, tort or otherwise, for the sake of clarity including liability for the Products) is at all times limited to the purchase price of the Products.

9. BUYER INSOLVENCY

9.1. Roha Development BV has, without prejudice to any other rights to which it is entitled, the right to terminate the Agreement or to suspend further deliveries.
to suspend payment to Buyer under the Agreement, without liability to Buyer, and if the Products have been delivered but not yet paid for, the right to demand immediate payment, regardless of any previous agreements or contracts to the contrary, in the event:

– 9.1.1. Buyer enters into a voluntary agreement with its creditors, Buyer is granted a moratorium, (as a natural person or legal entity) is declared bankrupt or (as a legal entity) is dissolved (except for the purpose of a merger or reorganization); or

– 9.1.2. Goods or assets of the Buyer are recovered by the holder of a security right, or in respect of goods or assets
assets of Buyer a trustee is appointed; or

– 9.1.3. Buyer ceases or threatens to cease its business activities; or

– 9.1.4. Roha Development BV reasonably expects that an event as referred to above will occur with regard to the Buyer and informs the Buyer of this.
communicates.

10. INSURANCE

10.1. The Buyer shall, at its own expense, obtain and maintain adequate liability insurance (including general,
product and employer liability as well as consequential damage).

11. OTHER PROVISIONS

11.1. All notices between the parties under these Terms and Conditions must be given in writing to the registered address or the
the head office of the other party or to such other address as may be specified by the other party at any time in accordance with the provisions of this article.

11.2. If Roha Development BV waives its rights in the event of an attributable failure to comply with the Agreement on the part of the Buyer,
this does not mean that Roha Development BV waives its rights in the event that the provision in question or another provision is subsequently (again) violated.

11.3 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part,
this shall not affect the validity of the other provisions of these Terms and Conditions and of the remainder of that provision.

11.4. The law of the country of Roha Development BV applies to the Agreement. All disputes between the parties must be exclusively submitted to the
submitted to the competent court in the place where Roha Development BV is statutorily established, unless Buyer and Roha Development BV agree that the dispute should be settled by arbitration. The applicability of the Vienna Sales Convention is expressly excluded

12. Imported products

12.1 Roha Development BV excludes liability with regard to imported products supplied by it to the buyer.

12.2 Roha Development BV concludes contracts of assignment on behalf of the buyer in its own name and on its own account with manufacturers who manufacture own-brand products (own label) for the buyer. The buyer indemnifies Etreme Tackle against any liability in respect of the product manufactured and delivered by the manufacturer because the buyer approves the testing sample after receipt.

12.3 After the buyer has approved the test sample and production has started, Roha Development BV will charge the buyer a first down payment of 30-50% of the agreed price of the products.

12.4. If the buyer, for whatever reason, fails to comply with the agreement with Roha Development BV in the interim by cancelling, dissolving or otherwise terminating the agreement between Roha Development BV and the buyer, the down payment will be forfeited to Roha Development BV without any settlement or discount or otherwise.

12.5. The second invoice concerns the remainder of the full invoice after the products have been produced and can be delivered by the manufacturer.

12.6. By paying the full invoice, the buyer indemnifies Roha Development BV against any liability with regard to the products manufactured; this indemnity also includes damage, including any consequential damage, suffered by third parties, for whatever reason, from the product, regardless of whether the products have been put into circulation by the buyer or not.

12.7 Buyer is liable for the transport of the products to the place of delivery. The DAP incoterms apply to the transport. Buyer is obliged to fully reimburse Roha Development BV for the costs of transport, including any insurance premiums that Roha Development BV owes.

12.8. Insofar as these general terms and conditions have not already been declared applicable to agreements with Roha Development BV under Dutch law and the Dutch court, the provisions of this article explicitly state that only Dutch law and the Dutch court are competent to hear disputes between the parties. The Vienna Sales Convention is expressly excluded between the parties and the buyer cannot rely on it.