TERMS & CONDITIONS

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The conditions of this disclaimer apply to this website www.ahvint.com, www.ahvint.com and other expressions and channels of AHV International BV.

ARTICLE 1. | DEFINITIONS

1. AHV International: Animal Health Vision International BV, the user of these terms of delivery, having its registered office in Zwolle, the Netherlands, listed in the commercial register under number 59567821.
2. Buyer: the natural person or legal entity, at least acting in the conduct of a profession or business with whom AHV International has entered into an agreement or has the intention to do so.
3. Agreement: any agreement entered into between the Buyer and AHV International, under which agreement AHV has undertaken to deliver Products (as defined below).
4. Products: any goods, such as animal feed and animal health products, to be delivered by or on behalf of AHV International under the Agreement.

ARTICLE 2. | GENERAL PROVISIONS

1. Any offer made by AHV International and any Agreement entered into shall be subject to these conditions of delivery.
2. These conditions of delivery are also applicable to any Agreements in respect of which, for the execution thereof, third parties will be involved.
3. AHV explicitly rejects the applicability of any purchase- or other terms and conditions of the Buyer.
4. Any variations to the provisions of these conditions of delivery shall be valid only if made in writing. Any express agreements between the parties made in writing shall take precedence over the provisions of these conditions of delivery.
5. The nullification or nullity of any of the provisions of these conditions of delivery shall not affect the validity of the remaining provisions. Should the occasion arise, the parties shall commence discussions with the aim of reaching agreement on an alternative for the affected provision. The alternative shall reflect the object and import of the original provision to the extent possible.

ARTICLE 3. | OFFER AND FORMATION OF THE AGREEMENT

1. All offers made by AHV International are without commitment. AHV International shall not be under an obligation to accept an order.
2. Evident errors or mistakes in the offer made by AHV International shall not be binding upon it.
3. The Buyer cannot derive any rights from an offer based on information provided by the Buyer that is incorrect or incomplete.
4. An offer does not automatically apply to any subsequent orders. However, these conditions of delivery shall apply to any subsequent agreements.
5. The Agreement shall be concluded by means of offer and acceptance. If the Buyer’s acceptance is at variance with the offer made by AHV International, the Agreement shall not be concluded in accordance with this contrary acceptance unless AHV International states otherwise. Orders placed via the AHV International website shall not be binding upon AHV International until AHV International has confirmed the order by electronic means.
6. A combined quote shall not oblige AHV International to perform part of the offer at a corresponding part of the price quoted.
7. If the Buyer enters into the Agreement (also) on behalf of another natural person or legal entity, he states to have the authority to do so by entering into the Agreement. In addition to this natural person or legal entity, the Buyer shall be severally liable for meeting all obligations under the Agreement.

ARTICLE 4. | TERMS

1. If for the performance of the Agreement AHV International is dependent on information to be provided by the Buyer, the term within which delivery shall take place shall not start until after AHV International has received such information.
2. AHV International shall use its best endeavours to meet the terms of delivery as agreed between the parties, however, these terms shall not at any time be strict deadlines. The Buyer shall not exercise the rights to which he is entitled by operation of law without first having sent AHV International written notice of default, stating a reasonable period within which AHV International is given the opportunity to perform the Agreement after all and such performance has not taken place within the aforementioned reasonable period.

ARTICLE 5. | DELIVERY

1. The parties may agree on a purchase guarantee. The purchase guarantee binds the Buyer, in accordance with the express made agreements to that end, to purchase Products several times in a certain period. If the Buyer fails to fulfil its purchase obligation or fails to fulfil it in time, all combination discounts relating to the relevant purchase guarantee shall be cancelled.
2. If delivery is made based on certain Incoterms, this is expressly stated in the offer.
3. Subject to what is agreed by the parties, delivery of the Products shall be made at the location of AHV International, any other location designated by AHV International or by means of delivery at the delivery address provided by the Buyer. If no delivery address is specified, orders shall be sent to the billing address.
4. Without prejudice to any Incoterms that may apply, the risk of loss of and damage to the Products shall pass to the Buyer at the moment the Buyer or a third party designated by the Buyer has taken delivery of the Products.
5. The Buyer shall take delivery of the Products purchased at the moment they are placed at his disposal or are delivered to him. If for any reason whatsoever the Buyer refuses to take delivery of the Products or fails to provide information or instructions required for the delivery, the Products shall be put into storage for the risk and account of the Buyer after the Buyer has been warned about this by AHV International. In such instances the Buyer shall pay to AHV International a reasonable price for the storage of the Products, in addition to the purchase price.
6. AHV International is allowed to deliver orders in parts. If orders are delivered in parts, AHV International is entitled to invoice each part separately.

ARTICLE 6 | SUPPLEMENTAL PROVISIONS FOR THE RESALE OF PRODUCTS

1. If the Buyer uses the Products for resale, this Article shall apply likewise.
2. The Buyer shall be required to resell the Products in its own name and for its own account. The Buyer shall not at any time have the right to represent AHV International as agent or otherwise.
3. The Buyer shall present the trademarks carried by AHV International and the Products delivered in a prominent and consistent manner in accordance with the image of the trademarks carried by AHV International. Advertisements and other communications with the Buyer’s customers must be consistent with the image projected by the trademarks that AHV International carries. The Products shall be presented in such manner that the nature of the trademarks of the Products supplied by AHV International is not prejudiced.
4. Each presentation of the Products supplied shall be submitted to AHV International prior to publication, as directed by AHV International, if and to the extent any of the graphics or text-related elements in the presentation are not directly provided by AHV International. AHV International shall not withhold its approval on unreasonable grounds.

ARTICLE 7 | FORCE MAJEURE

1. In addition to the provision of Section 6:75 of the Dutch Civil Code, AHV International shall not be required to fulfil any obligation under an Agreement if it is hindered by a circumstance which cannot be attributed to it pursuant to the law, a legal act or in accordance with generally accepted principles. Force majeure shall also be understood to mean the circumstance where the actions of AHV International’s suppliers prevent it from delivering the Products or from delivering them on time.
2. Throughout the period of force majeure, the obligations of AHV International arising from the Agreement shall be suspended.
3. If the force majeure has rendered the performance of the Agreement permanently impossible, or if the situation of force majeure persists or is likely to continue for more than three months, the parties shall be entitled to terminate the Agreement with immediate effect.
4. If upon the occurrence of the situation of force majeure AHV International has already met part of its obligations or can fulfil only
   part of its obligations under the Agreement, it is entitled to charge the Buyer separately for that part of the Agreement that has already been performed or can be performed as if it were a separate Agreement.
5. Any loss resulting from force majeure does not at any time qualify for compensation.

ARTICLE 8 | SUSPENSION AND TERMINATION

1. If justified by the circumstances, AHV International shall be entitled to suspend the performance of the Agreement or to terminate the Agreement with immediate effect, if the Buyer fails to fulfil the obligations arising from the Agreement or from these conditions
   of delivery on time or in full, or if following the conclusion of the Agreement circumstances have come to AHV International’s attention which give it good grounds to fear that the Buyer will not meet its obligations.
2. If the Buyer is declared bankrupt, if the Wet Schuldsanering Natuurlijke Personen (Debt Rescheduling Private Individuals Act) is declared applicable to him, if any attachment is levied on his goods or if he is otherwise unable to freely use his assets, AHV International shall be entitled to terminate the Agreement with immediate effect, unless in the opinion of AHV International the Buyer has provided sufficient security for payment.
3. In addition, AHV International shall be entitled to terminate the Agreement if circumstances occur which are such that performance
   of the Agreement is rendered impossible or if AHV International cannot reasonably be required to maintain the Agreement in unchanged form.
4. The Buyer shall not at any time claim compensation, in whatever form, in connection with the right to suspend performance and the right to terminate exercised by AHV International pursuant to this article.
5. The Buyer shall compensate AHV International for loss that AHV International suffered as a consequence of the suspension or termination of the Agreement to the extent such loss can be attributed to the Buyer.
6. If AHV International terminates the Agreement pursuant to this article, all amounts receivable from the Buyer shall be immediately
   due and payable.

ARTICLE 9. | INSPECTION AND COMPLAINTS

1. The Buyer shall inspect the Products immediately upon delivery to ascertain whether their nature and quantity are in conformity with the Agreement. If according to the Buyer the nature and quantity are not in conformity with the Agreement, he must immediately notify AHV International at the time of delivery.
2. The Buyer shall notify AHV International of any hidden defects within seven days after he has discovered the defect or in all reasonableness should have discovered the defect.
3. AHV International is not obliged to respond to any complaints for hidden defects from the Buyer if the Buyer does not file his complaint on time.
4. The submission of complaints does not suspend the Buyer’s obligation to pay.

ARTICLE 10. | PRICES AND PAYMENTS

1. If delivery has been agreed, the shipping and delivery costs shall be paid by the Buyer unless otherwise specified.
2. Unless otherwise specified, all prices and costs provided are exclusive of VAT and any other charges imposed by the authorities.
3. If following the conclusion of the Agreement, but before the delivery of the Products the VAT rates or other charges imposed by the authorities are changed, AHV International has the right to change the prices accordingly.
4. AHV International also has the right to pass on to the Buyer any increase in prices of cost-determining factors that occur after the conclusion of the Agreement, but before the delivery of the Products.
5. If in the opinion of AHV International there are good grounds to suspect that the Buyer will be negligent in fulfilling his payment obligations, AHV International has the right to demand that the Buyer provide adequate security for payment. In the event of advance payment, the Buyer cannot exercise any rights in respect of the execution of the Agreement as long as the advance payment has not been made.
6. In the event of the winding up, bankruptcy or suspension of payment of the Buyer’s business, any outstanding amounts shall become due and payable with immediate effect.
7. Payment shall be made by transfer within the period specified in the invoice and in the manner prescribed by AHV International, unless expressly agreed otherwise.
8. If payment by direct debit collection is agreed, AHV International shall be entitled to charge reasonable administrative costs if the amount due cannot be collected automatically on several occasions. In that case the Buyer shall be required to make payment, including administrative costs, by transfer within the period specified on the invoice and in the manner prescribed by AHV International.
9. In the event of failure to pay, the Buyer shall be in default by operation of law. From the date of the occurrence of the default, the Buyer shall be liable to pay interest of 1% per month. Part of a month counts as a full month in this context.
10. All reasonable costs incurred to collect the amounts due are to be paid by the Buyer. The extrajudicial costs shall be calculated according to Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).

ARTICLE 11. | LIABILITY

1. AHV International shall not be liable for any damage to the Products supplied or as a result of the use of these Products, save for intent (opzet) and gross negligence (bewuste roekeloosheid) on the part of AHV International.
2. AHV International shall at all times be entitled to repair the damage incurred by the Buyer. To that end the Buyer shall enable AHV International to make such repairs, failing which all AHV International’s liability shall cease.
3. AHV International shall in no event be liable for any consequential loss and/or damage, including lost profits, and loss and/or damages incurred as a result of business interruption. If, in spite of the provisions of these conditions of delivery, AHV International is liable after all, only direct losses shall be compensated. The term ‘direct losses’ as used herein is understood to mean exclusively: the reasonable costs incurred to determine the cause and amount of the loss, to the extent such determination relates to direct loss eligible for compensation within the meaning of these conditions of delivery;• any reasonable costs incurred to ensure that AHV International, having failed to meet its obligations, complies with the Agreement after all, to the extent such failure can be attributed to AHV International;• the reasonable costs incurred to prevent or limit any loss, to the extent the Buyer provides proof that the costs have resulted in a limitation of direct losses which are eligible for compensation within the meaning of these conditions of delivery.

4. If on the basis of the circumstances of the case any further liability should arise on the part of AHV International, such liability shall be limited to the invoice value of the Agreement or in any event to that part of the Agreement to which the liability relates.
5. The liability shall not exceed the amount that will be paid in relation to the relevant case under any liability insurance taken out by AHV International.
6. Without prejudice to the other provisions of these conditions of delivery, the limitation period for all claims and remedies against AHV International shall be one (1) year.
7. Except in the case of intent or gross negligence on the part of AHV International, the Buyer shall indemnify AHV International against any claims made by third parties for whatever reason for damages, costs, expenses or interest arising out of or resulting from the use of the Products supplied by AHV International.

ARTICLE 12. | RETENTION OF TITLE

1. AHV International shall retain the title to all Products supplied by it until such time as the Buyer has complied fully with his obligations arising from the Agreement.
2. Save where this is to be deemed permissible in the normal course of his business, the Buyer shall not be allowed to sell, to pledge or in any other way to encumber the Products affected by the retention of title.
3. If third parties attach the Products affected by the retention of title or wish to create or exert rights with respect to such Products, the Buyer shall notify AHV International accordingly as soon as possible.
4. The Buyer shall grant AHV International or the third parties designated by AHV International unconditional consent to enter all sites where the Products affected by the retention of title are located. In the event of a default by the Buyer, AHV International shall be entitled to repossess the Products referred to in this article. Any reasonable costs incurred in this context shall be payable by the Buyer.

ARTICLE 13. | FINAL PROVISIONS

1. Each Agreement and any legal relationships between the Buyer and AHV International arising therefrom shall be exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
2. Any dispute arising out of or in relation to these conditions of delivery shall be settled exclusively by the District Court of Overijssel, location Zwolle. The Dutch text of these conditions of delivery shall be considered decisive for the interpretation of these conditions of delivery.

Last amended: 01/23/20