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General terms and conditions of sale

Article 1. Definitions

For the purposes of these General Terms and Conditions of Sale, the following capitalized terms shall
have the meaning set out below:

1. “Client”: any natural person or legal entity pursuing an economic activity on an ongoing basis.
2. “Contract”: an Order placed by the Client and accepted by Zusto.
3. “Order”: an order placed by the Client in accordance with the procedure set out in Article 4 for
one or more Products.
4. “Product”: a product offered for sale by Zusto in particular via its brochures, price lists, order
forms, etc.
5. “Zùsto “:the limited company N.V. Zùsto, trading under the name “Zùsto”, entered in the
Crossroads Enterprise Database in Belgium under number 0656.824.810, having its registered
office at Blarenberglaan 6, 2800 Mechelen, and intracommunity VAT number
6. “Website”:

Article 2. Application of the present General Terms and Conditions of Sale

Each Client is bound by the present General Terms and Conditions of Sale upon the placement of an
Order for Products. By confirming any Order, the Client acknowledges and accepts these General
Terms and Conditions of Sale, which shall prevail over the Client’s terms and conditions, unless
expressly accepted otherwise in writing by Zusto.
The present General Terms and Conditions of Sale are applicable even in the event that specific
conditions have been agreed upon between the Parties, to the extent they are not directly contradicted
by such specific conditions.
Derogations from these General Terms and Conditions of Sale are only valid if they have been
expressly agreed in writing between Zusto and the Client.

Article 3. Orders

Any offers made by Zùsto are non-binding.

The Client may place an Order either orally or in writing, either directly with Zusto or with one of its
representatives or agents. An Order is only effective once Zùsto has confirmed it in writing to the

Client through the issuance of a pro forma invoice or an order confirmation sent by e-mail to the
Client for validation and payment.

Zùsto is only obliged to deliver the Products as from the date of receipt of the pro forma invoice.

Zùsto reserves the right not to accept an Order placed by the Client, in particular when:

• it is a first Order with a value of less than EUR 5.000 ;
• it is a replenishment Order for an amount of less than EUR 3.000;
• the Client breached its obligations in the past, in particular by not taking delivery of Orders placed
with Zusto and/or not paying its invoices in accordance with the agreed payment terms.

Zùsto has a right to suspend its obligations under the Contract, in particular when:

• information necessary to perform the Contract is not made available to Zùsto as agreed or if the
Client otherwise fails to meet its obligations;
• the information provided by the Client is incorrect and/or incomplete or if Zùsto could reasonably
believe this is the case.
Zùsto is entitled to bill the Client for costs arising from breach by the Client of these General Terms and
Conditions of sale.

Zùsto is careful to ensure that the Products on the Website and in its catalogues, brochures and other
materials are presented and described as precisely and accurately as possible.

However, the photographs and descriptions of the Products are indicative only and not contractually
binding. Zùsto is not responsible for any errors or omissions in any presentation of its Products. Zùsto
shall honour Orders placed by the Client while supplies last and shall use its best efforts to ensure the
availability in stock of the Products offered for sale.

Article 4. The Client’s duty to inform

The Client is obliged to inform Zùsto, immediately upon request, of its name and precise address as
well as, if applicable, its VAT number, company number and the name under which the Client is
known to the tax administration in the country in which it is domiciled.

Article 5. Prices

All prices included on the price lists are exclusive of taxes, duties and VAT. They are expressed in
Euros (€).

Any taxes, duties or charges due on top of the indicated price shall be borne by the Client. For each
delivery, the packaging, shipment and transport costs shall be billed to the Client.

Testers supplied to the Client, if any, may under no circumstances be offered for retail sale.
Zùsto reserves the possibility to modify the prices indicated in its price lists, brochures and catalogues
at any time, without prior notice being required. The prices displayed at the time an Order is placed
are those that shall be used to establish the pro forma invoice.

Article 6. Payment

All invoices are payable on Zùsto’s bank account, as listed at the bottom of every invoice, at the latest
within the period mentioned at the bottom of the invoice. In case of default of payment on the due
date, the invoice shall automatically and without prior notice increase with a penalty of 10%, with a
minimum of EUR 50 and a delay interest of 1% per month from the due date, where each month
begun will be counted as a full month.

In the event of partial payment, Zùsto shall not fill the Order.

Article 7. Obligations of the Client

The Client shall have the right to resell the Products as part of the normal conduct of its business,
unless or until Zùsto has given written notice to the contrary. If it does so it is as principal and not as
Zùsto’s agent.

The Client shall:

a. store the Products in a proper manner in conditions which adequately protect and preserve
quality of the Products, and ensure that they are stored in a way clearly shown to be
identifiable as the property of Zùsto; and;
b. not tamper with any identification upon the Products or their packaging.
c. give Zùsto such information relating to the Products as Zùsto may require from time to time;

If there is a recall of any of the Products, the Client shall provide reasonable assistance to Zùsto in
developing a recall strategy and shall work with Zùsto and any applicable governmental agency,
entity or authority in monitoring the recall operation and in preparing such reports as may be

Unless required by law, the Client shall not voluntarily initiate any recall or withdrawal of Products
that have been supplied to the Client without the prior written consent of Zùsto and only then in strict
compliance with Zùsto and the authorities’ instructions about the process of implementing the

The Client shall, at the request of Zùsto, give Zùsto all reasonable assistance in locating and
recovering any Products that are not in accordance with the specification and have been supplied by
Zùsto to customers, and all costs associated with the product recall shall be borne by Zùsto. The
Client shall immediately notify and provide copies to Zùsto of any communications in relation to the
Product, whether relating to recalls or otherwise, with any governmental agency, entity or authority.
The Client will not disclose or make available to any third party any information related to the
product recall unless in concertation with Zusto and the authorities.

Article 8. Delivery

Products ordered and paid for shall be delivered by Zusto as soon as possible after receipt of payment
of the pro forma invoice issued by Zusto, which shall issue a corresponding final invoice at the time
of delivery of the Products.

For deliveries to EU countries close to Belgium, delivery shall be DAP (delivery at place). In this
case, the Client shall immediately upon delivery inform the shipper of any defects noted in the
delivered Products or the presence of goods damaged in transit. Zùsto may not be held liable if the
Client fails to indicate its reservations on the shipper’s delivery documents.

In other cases, delivery shall be EX WORKS from Mechelen, Belgium. In this case, the risks related
to the Products shall be transferred to the Client at the time they are handed over by Zùsto to the

As Zùsto utilises the greatest degree of care in preparing and packaging the Products for shipment, it
may not be held liable if the Client’s shipper fails to handle the Products with care and they are
damaged while in transit.

Zùsto may deliver Orders in several shipments and bill partial deliveries separately, if this proves

The (delivery) terms to be met by Zùsto are indicative only and are not fixed deadlines. If it appears
that a substantial delay in delivery is likely, the Parties shall consult as quickly as possible.
Without prejudice to the provisions of Article 10, delivery implies acceptance and approval by the
Client and releases Zùsto from all liability for apparent defects.

Article 9. Cancellation

An order confirmed and paid for by the Client may not be cancelled, unless Zùsto expressly agrees to
do so. The return to Zùsto of delivered Products, without express prior authorisation, shall not give
rise to reimbursement.

Article 10. Claims

Upon delivery of the Products, the Client is obliged to examine them and determine if they
correspond to the Order.

Any claim relating to the Products must be made in writing, by registered letter, and substantiated,
within seven (7) calendar days following delivery.

The delivery shall be deemed to have been accepted by the Client unless visible defects were reported in
writing and motivated by registered letter within seven (7) calendar days after the goods were delivered to
the Client. Hidden defects must be notified at the latest within three (3) months after delivery.

If Zùsto deems the claim to be justified and receives the defective Products back, Zùsto shall replace
the Products at its expense or reimburse the Client.

Article 11. Force majeure

Zùsto may not be held liable for total or partial non-fulfilment of its obligations under these General
Terms and Conditions of Sale due to the occurrence of an event of force majeure such as (but not limited
to) problems with the customs authorities, a strike, the bankruptcy of third parties with which Zùsto
works, trade restrictions or the need to comply with new rules.

Article 12. Intellectual property rights

The Client acknowledges that all intellectual and industrial property rights, including, without limitation,
patents, trademarks, trade names, copyright and related rights, database rights, designs and models (the
“IP rights”) related to the Products and to all intellectual creations made available to the Client by Zùsto,
including, without limitation, the Products, drafts, designs, documentation, reports, estimates, databases,
inventions, discoveries, as well as all preparatory materials for the same, data and know-how, are the
property of Zùsto or, if applicable, its licensors.

The Client may not modify or remove any indication
whatsoever relating to the IP rights on or from the Products. The Client may not use the IP rights without
the prior written consent of Zùsto. In general, the Client shall refrain from any use or behaviour that could
harm or adversely affect the IP rights without the prior written consent of Zùsto.

The Client is bound to immediately inform Zùsto if any third parties seek to assert rights to the Products

Article 13. Retention of title

All products delivered by Zùsto as part of the contract remain the property of Zùsto until the Client has
fulfilled all its obligations under (the) contract(s) with Zùsto.
If third parties seize goods delivered under retention of title or wish to establish or claim rights to these,
the Client is obliged to immediately notify Zùsto.

Article 14. Liability

All risks associated with use of the Products shall be borne solely by the Client.

By way of derogation from Article 10 (Claims), and except in the event of fraud or gross negligence
on the part of Zùsto, Zùsto may not be held liable for any damage sustained by the Client in the
context of an Order, an offer or a Contract concluded with Zùsto. Zùsto hereby expressly declines
liability for any damage for which it may be responsible on its part or on the part of its employees and
agents. If, despite this limitation on liability, Zùsto is nonetheless held liable, the damages shall be
limited to the amount of the invoice paid by the Client for the Products that caused the damage and
capped at a maximum amount of EUR 5,000, it being understood that any fault on the part of the
injured party releases Zùsto from all liability.

These General Terms and Conditions of Sale do not affect the mandatory civil liability of Zùsto
arising from, amongst other provisions, the Belgian Act of 25 February 1991 on strict liability for
defective products.

Zùsto may not be held liable for any indirect, supplementary or consequential damage that the Client
may sustain further to an order.

Except in the event of fraud or gross negligence, no information appearing on the Website, in
brochures, catalogues, plans, descriptions, publications or other similar documents is binding on
Zùsto and/or may not constitute negligence or lead to liability on its part.
The Products comply with the applicable European rules and regulations. The Client is responsible
for verifying if there are other specific provisions applicable to the Products in its territory.

Article 15. Integrity of the Products

The Client undertakes to respect the integrity of the Products and not to make any modifications or
transformations thereto.

Article 16. Confidentiality

Each of the Parties guarantees that it shall not disclose to third parties any confidential information it
may receive from the other Party. Information shall in all cases be considered confidential if it is
indicated as such by one of the Parties.

Article 17. Governing law and jurisdiction

These General Terms and Conditions of Sale are governed by Belgian law. The applicability of the United
Nations Convention on Contracts for the International Sale of Goods (also known as theVienna
Convention on the International Sale of Goods) is expressly excluded.
Any legal action arising from these General Terms and Conditions of Sale or an Order placed by a Client
will be judged by the competent court based on Zùsto’s registered office, unless a binding legal provision
expressly designates another competent judge.

Article 18. Severability

If one or more provisions of these General Terms and Conditions of Sale are declared invalid:
• the remaining provisions shall continue in full force and effect; and
• the invalid provision(s) shall be interpreted as being transformed into a valid provision(s) whose
effect is as close as possible to that of the original provision(s).

Article 19. Modification of these General Terms and Conditions of Sale

These General Terms and Conditions of Sale may by modified by Zùsto, from time to time, for future