General terms and conditions of purchase

GENERAL PURCHASING TERMS AND CONDITIONS OF ALTRIMEX PACKAGING EQUIPMENT B.V. AND ALTRIMEX AFTER SALES B.V., VERSION 2025

A.     GENERAL PROVISIONS

Article 1: Definitions

1.1     “Altrimex” is understood to mean: Altrimex Packaging Equipment B.V. (Chamber of Commerce number: 17079734) or Altrimex After Sales B.V. (Chamber of Commerce number: 52106721), both having their registered office and principal place of business in Helmond, depending on which company is the contracting party to the Agreement.

1.2     “Contractor” shall mean: the legal entity, or the partnership or the natural person who, in connection with the supply of Products and/or the provision of Services has entered into an agreement with Altrimex or is negotiating such an agreement with Altrimex.”

1.3     “Parties” shall mean: Altrimex and the Contractor.

1.4     “Assignment” is understood to mean: the assignment from Altrimex to the Contractor for the delivery of Products and/or the provision of Services.

1.5     “Agreement” shall mean: any agreement between Altrimex and the Contractor regarding the Assignment, including all written amendments or additions thereto, as well as all (legal) acts in preparation and for and the execution of that agreement.

1.6     “Product(s)” shall mean: all (parts of) goods, including software, delivered or to be delivered, as well as the assembly, installation, programming and/or maintenance.

1.7     “Service(s)” shall mean: all performances commissioned by Altrimex to the Contractor, insofar as they do not consist of the delivery of Products.

1.8     ‘Affiliated company’ shall mean: the companies that belong to the same group, within the meaning of Article 2:24b of the Dutch Civil Code, and a participation within the meaning of Article 2:24c of the Dutch Civil Code.

Article 2: Applicability

2.1    These general purchasing terms and conditions  (hereinafter: the “Purchasing Terms and Conditions”) apply to – and form an inseparable part of – all legal relationships, advice, offers, quotations, Orders and Agreements for the delivery of Products and/or the provision of Services between Altrimex on the one hand and the Contractor on the other hand.

2.2    Amendments, deviations or additions to the Purchasing Terms and Conditions are only valid if and insofar as Altrimex has expressly accepted them in writing.

2.3    Altrimex hereby expressly rejects the applicability of any general (sales) terms and conditions of the Contractor.

2.4    The Purchasing Terms and Conditions were originally drawn up in the Dutch language. If the Purchasing Terms and Conditions have been translated, the Dutch text shall be binding in the event of any disagreement regarding the content and purport of the Purchasing Terms and Conditions.

2.5    If a written provision in an Agreement between Altrimex and the Contractor conflicts with a provision in the Purchase Terms and Conditions, the written provision in the Agreement shall prevail.

2.6    In the case of international agreements, trade terms used in offers, quotations, order confirmations, agreements or otherwise, shall be construed in accordance with the International Rules for the Interpretation of Trade Terms, issued by the International Chamber of Commerce (ICC Incoterms), as in force at the time of conclusion of the Agreement.

2.7    The Contractor with whom an agreement has once been concluded under the Purchasing Terms and Conditions agrees to the applicability of the Purchasing Terms and Conditions to subsequent agreements between Altrimex and the Contractor, unless expressly agreed otherwise.

Article 3: Conclusion of agreements

3.1   An Agreement is concluded if and insofar as Altrimex accepts an offer from the Contractor by providing the Contractor with a written confirmation of the assignment. If no offer has been made by the Contractor, the Agreement shall be concluded at the moment the Contractor has confirmed an Assignment from Altrimex in writing without amendment, which confirmation must take place no later than 7 days after the Assignment has been sent, failing which the Assignment shall lapse immediately.

3.2   As long as the Contractor has not confirmed the Assignment as described in paragraph 1 of this article, Altrimex has the right to cancel or amend the Assignment, without being obliged to pay any form of (damage) compensation.

3.3   If the Contractor fails to confirm the Assignment as described in paragraph 1 of this article and has commenced the execution of the Assignment, the Contractor will be deemed to have accepted the Assignment under the terms and conditions stated in the Assignment and subject to the applicability of the Purchasing Terms and Conditions.

3.4   All costs incurred by the Contractor in the context of making an offer shall be borne by the Contractor.

3.5   The content of the Agreement shall be determined exclusively by the Assignment and the Purchasing Terms and Conditions.

3.6 Altrimex is entitled to unilaterally amend the Agreement. In such a case, the Contractor is obliged to adjust the agreed price proportionally to the amendment. Any reduction in work to be performed, insofar as not yet carried out, and any other cost savings shall be taken into account.

3.7   Amendments and additions to an Agreement already concluded, as well as oral commitments by and arrangements made with Altrimex employees, shall only be binding if expressly confirmed in writing by an authorized person on behalf of Altrimex.

3.8   Altrimex shall only owe the compensation as stipulated in the Agreement. Additional work shall only be due insofar as Altrimex has given its written approval. Insofar as a budget is included in the Agreement, the Contractor is not entitled to charge Altrimex more costs than budgeted without Altrimex’s prior written consent.

Article 4: Prices

4.1   All prices are fixed for the duration of the Agreement, exclusive of VAT and including all rights and costs.

4.2   The prices of Products include standard packaging and delivery DDP to the destination designated by Altrimex (Incoterms 2020).

4.3   An increase in cost-determining factors that has occurred after the conclusion of the Agreement shall be borne by the Contractor, regardless of the period elapsed between the conclusion of the Agreement and its execution.

Article 5: Payment, set-off, suspension, assignment and prohibition of pledging

5.1   Payment by Altrimex shall not be due until after the entire Assignment has been executed. In the event of an inspection in accordance with Article 18 of these Purchasing Terms and Conditions, the Assignment shall only be deemed fully executed after an approved inspection. The Contractor shall then be entitled to invoice. The payment term is 60 days after receipt by Altrimex of the relevant invoice.

5.2   Payment by Altrimex does not release the Contractor from any warranty or liability. Altrimex reserves the right to make claims regarding Products and/or Services that have already been paid for.

5.3   If and insofar as the Parties have agreed on advance payment or installment payments, Altrimex has the right to require the Contractor to provide, to Altrimex’s satisfaction, sufficient security for the fulfilment of its obligations. If the Contractor fails to comply with this within the stipulated period, the Contractor shall be in default immediately. In such case, Altrimex shall have the right to dissolve the Agreement and recover its damages from the Contractor.

5.4   The Contractor is prohibited from transferring or pledging its claims against Altrimex to any third party. This clause has proprietary effect under property law within the meaning of Article 3:83 paragraph 2 of the Dutch Civil Code.

5.5 The Contractor shall never be entitled to suspend any obligation towards Altrimex or to set off any debt to Altrimex against and/or apply any other form of discount to a claim of Altrimex on any grounds whatsoever.

5.6   Altrimex shall be entitled to set off any debt it owes to the Contractor, or any debt owed by an affiliated company of Altrimex to the Contractor, against any claim that Altrimex has against the Contractor or against an affiliated company of the Contractor.

5.7   Without prejudice to its statutory suspension rights, Altrimex shall be entitled to suspend any obligation towards the Contractor, as long as the Contractor or a company affiliated with it is in default vis-à-vis Altrimex with regard to the fulfilment of obligations under the Assignment or under any other agreement between the Parties.

5.8   Altrimex shall at all times be entitled to transfer the Agreement to a third party without the Contractor’s consent.

Article 6: Liability and indemnification

6.1   The Contractor shall perform the Order entirely at its own risk. All damages, including fines, which may be suffered by Altrimex or by third parties as a result of or in connection with the execution of the Assignment shall be compensated by the Contractor, regardless of whether such damage is caused by the Contractor itself, its personnel or by other persons involved by the Contractor in the execution of the Assignment. The Contractor shall indemnify Altrimex against all claims that third parties, on any grounds whatsoever, may assert against Altrimex.

6.2   The Contractor shall be fully liable for all damages that Altrimex or third parties may suffer because of any defects in delivered Products and/or Services, even if the Contractor cannot be blamed for the occurrence or existence of such defects.

6.3   In the event that the Assignment consists of the provision of a Service or involves the contracting of work in which chain liability and/or hirer’s liability applies, Altrimex may request the Contractor to provide a statement of payment behavior regarding chain liability and/or hirer’s liability. In addition, Altrimex shall have the discretion to make payments under the Dutch Chain Liability Act to the Contractor’s G-account. The Contractor shall be obliged, upon first request by Altrimex, to open a G-account.

6.4   The Contractor is obliged to adequately insure its liability with an insurance company. Upon first request by Altrimex, the Contractor shall provide Altrimex with proof that the Contractor is adequately insured and that insurance premiums have been paid on time.

Article 7: Cancellation and dissolution of the Agreement

7.1   Altrimex shall, at all times, be entitled to terminate or cancel the Agreement with immediate effect upon payment of compensation equal to the actual costs incurred by the Contractor up to the moment of cancellation or termination. The burden of proof of the actual costs incurred lies with the Contractor.

7.2   If the Contractor fails to fulfil one or any of its obligations under the Agreement or other agreements arising therefrom, or does not do so in a timely manner or properly, and in any case if:

a.     The Contractor is declared bankrupt/placed under guardianship or administration;

b.    The Contractor applies for or is granted suspension of payments;

c.    The Contractor offers or enters into an extrajudicial debt settlement, including a settlement under the Dutch Act on Court Approval of Private Settlements (WHOA);

d.    The Contractor ceases its business (or a relevant part thereof) or transfers it to a third party, or otherwise liquidates;

e.    Attachment is levied in such a manner that there are reasonable grounds to fear the continuity of (a for Altrimex relevant or a substantial part of) the Contractor’s business activities.

then Altrimex shall have the right, without being liable for any compensation and without further notice of default and/or judicial intervention, to dissolve the Agreement in whole or in part, without prejudice to Altrimex’s right to claim compensation for all damages, fines, costs (including the related judicial and extrajudicial costs), and interest.

7.3   The Contractor shall indemnify Altrimex against claims from third parties that arise (indirectly) from or in connection with the dissolution and shall be obliged to indemnify Altrimex for such claims.

Article 8: Intellectual and industrial property rights

8.1   The intellectual and/or industrial property rights to all items, data and information made available by Altrimex to the Contractor shall remain (insofar as applicable) vested in Altrimex.

8.2   Drawings, images, calculations, designs, working methods, procedures and any other data and information provided by Altrimex to the Contractor may not be reproduced, copied, disclosed to third parties, made public or used in any other way than exclusively for the execution of the Agreement. The Contractor must return these documents to Altrimex at its own expense at Altrimex’s request.

8.3   Insofar as specific Products are developed for Altrimex in the context of the execution of the Agreement – whether or not based on data and information provided by Altrimex as described in paragraph 2 of this article – Altrimex shall exclusively acquire all intellectual and/or industrial property rights to these Products and any associated tools,  such as drawings, molds, designs, source codes, etc. that have been produced by the Contractor. Altrimex has the exclusive right to apply for, file, register or otherwise obtain a patent, trademark or model with respect to those Products and tools.

8.4   If the Assignment (partly) consists of already existing intellectual and/or industrial property rights, the Contractor hereby, for future effect, transfers these rights to Altrimex, insofar as possible, and the Contractor shall promptly perform any actions necessary for the transfer upon Altrimex’s first request. If transfer of the intellectual and/or industrial property rights, for whatever reason, is not possible, the Contractor grants Altrimex a non-exclusive, irrevocable and perpetual license under all its possible intellectual and industrial property rights and other exclusive regarding the delivered Products. By virtue of this license, Altrimex has the right to use and apply any inventions and know-how incorporated in the Products within its own business operations, insofar as protected by said rights, including repairing and/or having the Products repaired, and furthermore has the authority to supply the Products, whether or not as a component of other goods,  to third parties. The fee for this license is included in the price.

8.5   If the Contractor makes software available to Altrimex that already existed prior to entering the Agreement and if the Contractor is entitled to dispose of the source code of that software, the Contractor shall enter into an escrow agreement with regard to that source code and all necessary technical documentation upon Altrimex’s first request, which agreement shall grant Altrimex the right to request delivery of the aforementioned source code and technical documentation with immediate effect if:

a.    bankruptcy or suspension of payments is filed with respect of the Contractor, or the Contractor is declared bankrupt, granted a suspension of payments, or the company with which the agreement was concluded is dissolved;

b.    the Contractor fails to fulfill any obligation it has towards Altrimex regarding the said software.

8.6    In the event that the Contractor transfers IP rights to (a) third party(ies), the Contractor guarantees that the rights of Altrimex will remain fully preserved.

8.7   The Contractor warrants that the Products do not infringe any intellectual property rights of third parties. The Contractor indemnifies Altrimex, its affiliated companies, third parties engaged by Altrimex, and clients of Altrimex against all costs and damage arising from any infringement or alleged infringement of such rights.

Article 9: Confidentiality and competition

9.1   The Contractor is obliged to maintain strict confidentiality regarding all information obtained in connection with the Assignment or its execution, including the nature, reason and result of the Assignment carried out.

9.2   The Contractor is not permitted to have contact with, make offers to and/or enter into agreements with clients of Altrimex, either directly or through its affiliated companies, unless Altrimex has expressly agreed to this in writing.

9.3   The Contractor guarantees that its employees, including subcontractors, workers hired or contracted by the Contractor, self-employed persons engaged by the Contractor or other third parties involved in the Assignment by the Contractor will comply with the provisions of paragraphs 1 and/or 2 of this article.

9.4   In the event of a violation of one or more of the obligations included in this article, the Contractor shall forfeit to Altrimex an immediately payable penalty of € 50,000,– for each violation and € 5,000,– for each day that the violation continues, without requiring any notice of default or court intervention, and without prejudice to Altrimex’s right to claim damages suffered from the Contractor.

Article 10: Prohibition of right of retention

10.1 The Contractor is prohibited at all times from exercising a right of retention over tangible property belonging to Altrimex that the Contractor has in its possession for whatever reason.

10.2 In case of violation of the provisions of paragraph 1 of this article, the Contractor shall owe an immediately payable penalty of € 250,– per day, with a maximum of € 25,000,–, without prejudice to Altrimex’s right to compensation.

A.     PERFORMANCE OF THE AGREEMENT

Article 11: Subcontracting

11.1 The Contractor is not permitted to transfer and/or subcontract the execution of the Agreement in whole or in part to third parties without the prior written consent of Altrimex.

11.2 If Altrimex has granted written permission as referred to in the previous paragraph, the Contractor shall remain fully responsible for the contribution of third parties in the execution of the Assignment, as if it concerned its own performance.

Article 12: Timely delivery

12.1 The Contractor must carry out the Assignment within the delivery period or execution period specified in the Agreement. The delivery period or implementation period is therefore a strict deadline. The term commences on the date of the Assignment, unless the Parties have expressly agreed otherwise in writing.

12.2 If the Contractor fails, in whole or in part, to comply with the provisions of paragraph 1 of this article, the Contractor shall be in default immediately without notice of default. In such case, Altrimex is entitled, without judicial intervention and without prejudice to its other rights, to dissolve the Agreement in whole or in respect of the part not delivered on time and to have it performed by a third party at the Contractor’s expense.

12.3 As soon as circumstances arise or are foreseeable that prevent the Contractor from fulfilling the obligation referred to in paragraph 1, the Contractor shall immediately notify Altrimex in writing, stating the nature of these circumstances, the measures taken or to be taken, and the expected duration of the delay. This notification does not release the Contractor from any obligation to compensate for damages related to exceeding the delivery period and/or execution period. The Contractor is not free to invoke force majeure if it has not fulfilled the obligation as referred to in this article.

12.4 In the event that the delivery period and/or execution period is exceeded, the Contractor shall forfeit an immediately payable penalty of 2% of the total price of the Agreement for each week that the delivery period or execution period is exceeded, up to a maximum of 50% of the total price of the Agreement. This penalty does not affect Altrimex’s right to full compensation.

Article 13: Postponement of delivery

13.1 Altrimex has the right to postpone the delivery of the Products and/or the performance of Services by means of a written statement to the Consignor to that effect. Altrimex will indicate in the relevant statement the period by which the delivery period and/or implementation period will be extended.

13.2 If Altrimex makes use of the right referred to in paragraph 1 of this article, the Contractor will store and store the Products in an identifiable place at its own risk and expense and will take appropriate measures to prevent loss of quality.

Article 14: Execution of the Agreement

14.1 The Contractor is obliged to perform the Agreement strictly in accordance with the specifications of the Assignment and with due observance of the usual requirements of soundness and good workmanship.

14.2 The Contractor guarantees that the work will be carried out in accordance with and will meet all applicable government regulations. The Contractor is obliged to obtain all permits, exemptions, inspections or any other government regulation required for the execution in a timely manner at its expense. Any damage (including fines) resulting from a breach of this obligation shall always be borne by the Contractor.

Article 15: Quality control

15.1 The Contractor guarantees the soundness of the Products and/or Services delivered. This guarantee includes at least that:

a.     The Products and/or Services are suitable for the purpose for which they were ordered;

b.     The Products are new, of good quality, and free from errors in design, processing, manufacturing, construction and dimensioning, as well as free from defects in the parts and/or materials used;

c.      The Products and/or Services have been manufactured or performed in accordance with the latest state of technology;

d.     The Products and/or Services are fully in accordance with the specifications of the Assignment and the other provisions of the Agreement;

e.     The Products and/or Services fully comply with all applicable regulations, laws, etc. (including the necessary (legal) certification).

15.2 Products and/or Services are in any case considered to be defective if defects arise within two years after delivery.

Article 16: Inspection prior to delivery

16.1 Altrimex shall at all times have the right, but is under no obligation, to inspect, test and/or approve Products and Services before delivery, whether or not at the Contractor’s location during the execution, processing, manufacturing or storage (the so-called FAT). This right also includes the right for Altrimex to require the Contractor to provide Altrimex with a production or confirmation sample at the Contractor’s expense.

16.2 In the event of an inspection as referred to in paragraph 1 of this article, the Contractor shall always grant Altrimex or an expert appointed by Altrimex access and provide all necessary facilities and assistance free of charge.

16.3 The Contractor shall inform Altrimex in a timely manner of any tests and/or inspections to be carried out by the Contractor. Altrimex has the right to attend these tests and/or inspections or have them attended by an expert appointed by Altrimex.

16.4 Regardless of whether Altrimex has exercised its rights under paragraphs 1 and 3 of this article, and regardless of the outcome of the inspections, tests, and approvals referred to therein, the Contractor remains fully responsible for proper execution of the Agreement, and a (positive) inspection does not release the Contractor from any guarantee and/or liability towards Altrimex.

16.5 If the inspection, approval, and/or test reveals that the specifications of the Assignment are not being met, Altrimex shall—insofar as the Contractor was not present at the inspection, approval, and/or test—inform the Contractor thereof and return the rejected Products to the Contractor at the Contractor’s expense or keep them in its possession at the Contractor’s expense and risk. Altrimex retains the right to demand delivery of Products and Services that comply with the specifications of the Assignment, without prejudice to Altrimex’s right to compensation.

Article 17: Delivery

17.1 The Contractor shall package and/or secure the Products in such a way that they reach their destination in good condition during normal transport and can be unloaded there safely. Any special requirements imposed by Altrimex regarding packaging and/or security must be carefully taken into account by the Contractor, provided that they have been made known by Altrimex in a timely manner. Each packaging must comply with the relevant legal requirements.

17.2 The Contractor shall strictly follow Altrimex’s instructions regarding preservation, certification, marking, shipping, transport documents to be supplied, etc.

17.3 Shipments that do not comply with the provisions of paragraphs 1 and/or 2 may be refused by Altrimex. In addition, the Contractor is liable for any damage resulting from a violation of the provisions of paragraph 1 and/or 2 of this article.

17.4 Altrimex has the right to return packaging material at the expense of the Contractor.

17.5 The Products must be delivered DDP (Incoterms 2020) to the destination designated by Altrimex. If no specific place of destination is specified in the Assignment, the Contractor is obliged to request the place of destination from Altrimex prior to shipment.

17.6 Delivery of the Products in parts is only permitted if Altrimex has agreed to this. Delivery takes place entirely at the risk and expense of the Contractor, even if the Contractor uses Altrimex personnel or third parties engaged by Altrimex or personnel of Altrimex’s client for any delivery operation.

17.7 Altrimex is at all times authorized to further determine and/or change the order of (partial) deliveries as compared to what has been agreed without being obliged to pay any compensation for this.

17.8 Receipt of Products by Altrimex does not imply acceptance of the Products. Altrimex reserves the right to invoke the warranty obligation and/or any other obligation of the Contractor towards it.

17.9 The Contractor guarantees that the Products and components thereof and the associated documentation comply with all government regulations applicable in the country of destination. All costs of complying with or to bring into compliance with these regulations, and all fines and damage resulting from non-compliance, shall always be borne by the Contractor.

Article 18: Inspection after delivery

18.1 Altrimex has the right to inspect, test and/or approve the Products or Services after delivery or execution, whether or not at the location of an Altrimex customer (the so-called SAT). If such inspection, test and/or approval shows that the Products or Services are not in accordance with the Agreement, Altrimex may, at its sole discretion, within a reasonable period determined by Altrimex:

a.     require free repair;

b.     require replacement free of charge and/or have the work carried out in accordance with the Agreement

c.     accept the Products and/or Services at a reduced price.

18.2 If the Contractor does not comply, or does not comply within the period set by Altrimex, or does not comply to Altrimex’s satisfaction with its obligations referred to in paragraph 1(a) and/or (b) of this article, Altrimex is entitled to carry out or have carried out the work mentioned in paragraph 1 of this article itself or by a third party at the Contractor’s expense.

18.3 Inspection, testing and/or an approval does not preclude a later appeal by Altrimex to non-compliance by the Contractor with its warranty obligation or any other obligation towards Altrimex.

18.4 The applicability of Article 6:89 of the Dutch Civil Code and/or Article 7:23 of the Dutch Civil Code is hereby expressly excluded by the Parties.

Article 19: Transfer of ownership and risk

19.1 At Altrimex’s first request, the Contractor is obliged to transfer the ownership of the goods to be delivered, or the materials, components and/or construction parts from which the goods will be assembled or manufactured (including the manual, list of recommended spare parts, an overview of the lifespan of the parts and a risk calculation of the critical components), to Altrimex in advance. The Contractor shall immediately carry out all additional actions required for this transfer.

19.2 If no transfer of ownership has taken place in advance as referred to in paragraph 1 of this article, Altrimex shall acquire ownership of the Products after they have been delivered or paid for, whichever occurs first. The Contractor bears the risk of damage to or loss of Products until the moment of delivery and acceptance by Altrimex.

19.3 By way of derogation from paragraph 1, Altrimex shall acquire ownership of the Products at the moment they are stored for it in the case referred to in Article 13 (Postponement of Delivery).

19.4 In the event of advance payment or partial payment for Products not yet completed, Altrimex shall acquire ownership of all materials, raw materials, and semi-finished products from the time of advance payment or partial payment through delivery by constitutum possessorium. The Contractor shall keep these entirely free of encumbrances and rights, segregated for the benefit of Altrimex.

19.5 Even in the case of a transfer of ownership pursuant to paragraphs 2, 3, or 4 of this article, the Contractor shall bear the risk of damage or loss of the Products until the time of delivery and acceptance by Altrimex.

19.6 The Contractor guarantees that the Products to be delivered are free from encumbrances, retention of title, third-party rights, etc., and that Altrimex can freely dispose of the Products and/or Services. The Contractor indemnifies Altrimex against all damage resulting from non-compliance with this guarantee.

Article 20: Goods made available by Altrimex

20.1 Altrimex remains owner of all goods that it makes available to the Contractor in connection with the Assignment. The Contractor shall not use these goods for any purpose other than that for which they were made available. The Contractor shall always refrain from using the goods made available to it in such a way that third parties acquire ownership thereof through forming a business, accession, mixing or otherwise.

20.2 The Contractor shall keep and use these goods entirely at its own risk. Altrimex is not liable for any adverse consequences of the use of these goods by the Contractor or third parties.

20.3 The Contractor shall insure all goods it receives from Altrimex in connection with the Assignment at its own expense in favour of Altrimex on usual terms and conditions against all damage resulting from loss or damage in whole or in part, regardless of the cause. The Contractor is obliged to provide Altrimex with evidence of this insurance and the associated premium payment(s) upon first request.

20.4 The Contractor shall return all goods made available as referred to in this article to Altrimex in good condition at the first request of Altrimex or after execution of the Assignment, unless Altrimex gives other instructions in writing.

B.      OTHER PROVISIONS

Article 21: Choice of law and forum

21.1 All legal relationships between the Parties to which these Purchasing Terms and Conditions apply in whole or in part are exclusively governed by Dutch law.

21.2 The Vienna Sales Convention (CISG) does not apply, nor does any other international regulation from which exclusion is permitted, except for the ICC Incoterms referred to in Article 2.6 of these Purchasing Terms and Conditions.

21.3 All disputes that may arise from an Assignment to which these Purchasing terms and Conditions apply in whole or in part, or as a result of further agreements arising therefrom, shall be submitted exclusively to the Dutch court with jurisdiction in the district of Altrimex’s place of business. Altrimex may deviate from this rule of jurisdiction and apply the statutory rules of jurisdiction.

21.4 The Contractor is obliged to elect domicile in the Netherlands with regard to all quotations, advice and agreements to which these Purchasing Terms and Conditions apply, insofar as the Contractor is not already established in the Netherlands.