GENERAL CONDITIONS OF SALE AND DELIVERY of VAN DEN BERGH’S IM- EN EXPORT MAATSCHAPPIJ B.V.

• Article 1 - General

  In these ‘General Conditions of Sale’ the following definitions are used:

  • 1.1.“VDB” means the private limited company Van den Bergh’s Im- en Export Maatschappij B.V., which is registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under no. 24108969 and has its registered office in Rotterdam and principal place of business at Vlielandseweg 24a in (2641KC) Pijnacker, The Netherlands.
  • 1.2.“Sales Conditions” means these general conditions of sale and delivery of VDB.
  • 1.3.“Buyer” means the contracting party of VDB, being the (potential) buyer or a legal person on behalf of the (potential) buyer.
  • 1.4."Agreement" means the agreement and/or further subsequent agreements between VDB and (one or more) Buyer(s) concerning the delivery of Goods by VDB or the performance of services by VDB, as laid down in the agreement and in additional or follow-up agreements.
  • 1.5."Goods" means all the goods to be sold and/or supplied by VDB to the Buyer within the meaning of article 3:2 Dutch Civil Code (hereinafter referred to as: “DCC”) and all services to be performed by VDB for the Buyer.
  • 1.6.“Parties” means VDB and the Buyer.
  • 1.7.“Incoterms” means the latest versions of the Incoterms drafted by the International Chamber of Commerce in Paris, France.
  • 1.8."Consequential damage" means, inter alia, trading loss, damage due to business interruption, loss of profits and/or loss of revenues.
    
    
• Article 2 - Applicability
  • 2.1.These Conditions apply to all legal relationships under which VDB acts as (potential) seller of goods and/or supplier of services. The term ‘legal relationships’ also entails all obligations between VDB and the Buyer arising from written or unwritten law. This also includes any continuing performance agreement applicable between VDB and the Buyer (arisen implicitly or otherwise), arising from a series of isolated agreements and/or a consistent commercial relationship between VDB and the Buyer.
  • 2.2.Deviations from these Sales Conditions must be explicitly agreed upon in writing. Any such deviation has no effect in respect of any other (future) agreements.
  • 2.3.The applicability of the general conditions of sale used by the Buyer is hereby expressly rejected.
  • 2.4.Should there be a conflict between the terms of these Sales Conditions and the terms of the Agreement, the terms of the Agreement shall prevail. 
  • 2.5.If VDB does not invoke the provisions of these Conditions in a particular case, this does not mean that VDB has waived the right to invoke the provisions of these Conditions in other cases.
    
    
• Article 3 -  Offers
  • 3.1.All quotes, offers and price specifications made by VDB are without commitment and subject to confirmation so that VDB is always entitled to revoke the offer, regardless of whether there is a term within which the acceptance must have been effected. VDB is entitled to revoke the offer within two working days after acceptance.
  • 3.2.Any offer made by VDB is subject to (timely) deliverability/availability of what is offered by its suppliers.
  • 3.3.A proposal of VDB is valid only for the Buyer to which it has been made and only for the duration of the term of validity.
  • 3.4.All product information supplied by VDB, including samples, recommendations and information regarding fitness for purpose, composition, formula , certificate of analysis, reports and application shall be regarded as indicative only.
    
    

     

     

• Article 4 - Agreement
  • 4.1.An Agreement between VDB and the Buyer is only concluded after the Buyer has confirmed acceptance of the contract provided by VDB, and/or returned a signed copy of the same, and/or VDB has confirmed the order of the Buyer by means of a written order confirmation or after VDB has started the performance of the agreement.
  • 4.2.A change in or addition to an agreement is valid only if it has been agreed expressly and in writing between VDB and the Buyer.
  • 4.3.If delivery takes place without prior consultation about price, quantity, composition and/or conditions, the Buyer is bound to the price and the conditions that VDB determines for the delivery.
    
    
• Article 5 - Price
  • 5.1.The prices are in Euros, unless otherwise agreed.
  • 5.2.The prices are exclusive of taxes, duties and other charges. Any such taxes, duties and other charges shall be for the Buyer’s account unless otherwise agreed.
  • 5.3.VDB has the right, in the event it has extra costs for the performance of the Agreement as a result of an increase in transport rates, supplements in connection with high and low tide or floating ice, shipping which is hindered in whole or in part, government measures, delay in or impossibility of normal unloading, increase in storage and transhipment rates, congestion, strike, riot or similar events, to charge these costs to the Buyer.
  • 5.4.VDB has the right to charge taxes, import duties, charges and other payments imposed by the government which were not known or did not apply when making the contract, or increases thereof on to the Buyer.
  • 5.5.Revocations or reductions of the taxes, import duties, levies or other payments imposed by the government, which were not taken into account when determining the contract price, will inure to the Buyer.
    
    
• Article 6 - Payment
  • 6.1.The Buyer must pay the agreed price and any other amounts due (including but not limited to taxes, duties and other charges) within twenty eight (28) days after the invoice date, unless explicitly otherwise agreed in writing. The day of payment is the day of deposit on VDB’s bank account. Payments by cash or cheque will not be accepted. The payment must be effected in the Netherlands, unless otherwise agreed.
  • 6.2.If the Parties have agreed on payment in advance, without further indication, it will be assumed that such payment, unless otherwise agreed, refers to the full price and that the advance payment must be received on VDB’s bank account in immediately available funds at least thirty (30) days before the agreed date of shipment or the earliest date within the agreed shipment period. If advance payment has been agreed only for a part of the contract price, the payment conditions of the remaining amount will be determined according to the provisions set forth in this Clause 6.
  • 6.3.If the parties have agreed on payment by documentary credit, then, unless otherwise agreed, the Buyer must arrange for a documentary credit in favour of VDB to be issued by a bank acceptable to VDB, subject to the Uniform Customs and Practice for Documentary Credits (UCP 600) published by the International Chamber of Commerce, and to be notified at least thirty (30) days before the agreed date of shipment or at least thirty (30) days before the earliest date within the agreed shipment period. Unless otherwise agreed, the documentary credit shall be payable at sight and allow transhipments and partial deliveries.
  • 6.4.If the parties have agreed on payment by documentary collection, then, unless otherwise agreed, documents will be tendered against payment and the tender will in any case be subject to the Uniform Rules for Collections (URC 522) published by the International Chamber of Commerce.
  • 6.5.If the parties have agreed that payment is to be secured by a bank guarantee, the Buyer is to provide, at least thirty (30) days before the agreed date of shipment or at least thirty (30) days before the earliest date within the agreed shipment period, a first demand guarantee with wordings and in a form acceptable to VDB and issued by a bank acceptable to VDB.
  • 6.6.The Buyer is under no circumstances entitled to any discount and/or setoff and/or suspension of performance.
  • 6.7.If the Buyer fails to pay the invoice within the term set by VDB, passes away, is declared bankrupt or applies for a suspension of payments, the Buyer will be in default without notice of default being required and all payment obligations will then become immediately due and payable.
  • 6.8.In the event of late payment, the Buyer will owe VDB the statutory late payment interest pursuant to article 6:119a DCC.
  • 6.9.If the Buyer fails to perform its obligations in accordance with the Agreement, the Buyer will, in addition to the above, owe VDB a penalty in the amount of 10% of the purchase price, without prejudice to VDB’s right to (i) dissolution (ontbinding) as set out in article 17 of these conditions or (ii) claim performance of the Agreement, in all cases without prejudice to Van den Bergh’s’ right to claim the damage actually suffered as a result of the Buyer’s non-performance.
  • 6.10.If the Buyer fails to perform its obligations, it will owe extrajudicial (collection) costs, which are set at 15% of the principal sum due or the damage suffered or the costs actually incurred for legal assistance, whichever is a higher amount, as well as all judicial costs incurred.
  • 6.11.If VDB has reasonable grounds to doubt that the Buyer is able to fulfil its payment obligations and/or other obligations, which is in any event so if the Buyer leaves a due debt unpaid, VDB will be entitled to demand that the Buyer advances the agreed amount or that the Buyer furnishes sound security therefore. Until the Buyer has done so, VDB will be entitled to suspend its performance under the Agreement. The amount of the prepayment or the amount and/or the soundness of the security to be furnished will be assessed by VDB.

     

• Article 7 - Retention of title
  • 7.1.VDB retains title to the Goods delivered, including the documents delivered, until the Buyer has performed all its obligations to VDB. The Goods which VDB delivers to the Buyer thus remain the exclusive property of VDB– including after and despite processing or treatment – until the time of full payment of all claims of VDB relating to Goods delivered or to be delivered (pursuant to the contract) or services performed or to be performed for the Buyer, as well as until the time of full payment of the claim due to failure to perform such contracts (including costs and interest).
  • 7.2.If the Buyer is obliged to pay compensation for damage(s), the ownership will only pass after all such compensation has been fully paid.
  • 7.3.During the period that the ownership of and/or the title to the Goods still rests with VDB, the Buyer is obliged to store the delivered Goods under reservation of ownership carefully and identifiable as owned by VDB and cannot transfer the Goods to third parties (sell and/or deliver them) and/or encumber them with a security right.
  • 7.4.The Buyer may make use of Goods to be delivered to third parties within the normal course of its business subject to the following provisions:
    1. in the event of a full or partial resale/delivery of the Goods or the good obtained by treatment and/or processing, the Buyer undertakes to only effect sale/delivery subject to retention of ownership and/or title only. The Buyer hereby undertakes to assign the claim and rights arisen from said resale to VDB upon first request.
    2. in the event of treatment and/or processing of the Goods, the thereby obtained and/or created good will take the place of the Goods delivered. This also applies if the new product is compiled of Goods delivered by VDB and goods of third parties. If one or more of these third parties have also stipulate a retention of title as referred to above, VDB  acquires the co-ownership of the newly created good together with the third party or parties concerned. Insofar as necessary, the Buyer hereby grants an undisclosed pledge on these Goods in favour of VDB.
    3. the Buyer undertakes not to have the claims against third parties collected by others and/or to assign them to others nor subrogate others in the rights of claim without the prior written consent of VDB.
  • 7.5.If the Buyer fails to perform its obligations to VDB, or if VDB has reasonable grounds to fear that the Buyer will fail to do so, VDB will be authorised to repossess the Goods delivered for the account of the Buyer, without prior notice, without prejudice to VDB’s right to claim damages.
  • 7.6.If the Agreement is dissolved (ontbonden) by VDB and/or the Buyer and the Goods are still subject to a reservation of ownership, the Buyer shall immediately make these Goods available to VDB. The Buyer does not have the right to offset its claims against this or suspend its performance on this basis its obligation to make the Goods available.
  • 7.7.With respect to the delivery by VDB of Goods in Germany, it applies that the consequences under property law of the reservation of ownership as stipulated in articles 7.1-7.6 of these Conditions are governed by German law. In such cases, articles 7.1-7.6 also include the extended reservation of ownership ("Verlängerter Eigentumsvorbehalt") as set out in the "GERMANY CLAUSE” in these Conditions.
  • 7.8.The Buyer or a representative / agent designated by the Buyer is not authorised to forward Goods and documents to third parties, pledge them to third parties or grant any other rights in respect of them to third parties, until the purchase price has been credited to the (bank) account of VDB specified for this purpose.
  • 7.9.If VDB presents documents to the Buyer, this will take place on the following conditions:
    1. presentation of documents to third parties will only be effected ‘in trust’, in other words: the Buyer will hold the documents on behalf of VDB on an exclusive basis;
    2. unless payment has been made to VDB, the Buyer must transfer the documents to Van den Bergh’s upon VDB’s request;
    3. the Buyer will not transfer the documents to a third party, unless the Buyer has received written confirmation from VDB that the documents have been paid;
    4. the Buyer must immediately notify Van den Bergh’s in the event that payment will not be made in conformity with the contractual payment conditions when the Buyer becomes aware thereof;
    5. in this Clause "Buyer" also includes the representative or agent of the Buyer.

        

• Article 8 - Risk and delivery
  • 8.1.The risk in the Goods passes to the Buyer at the moment of delivery thereof. The delivery of the Goods will be effected in accordance with the agreed delivery condition. The delivery condition shall be interpreted in accordance with the Incoterms. If no delivery condition has been agreed, the delivery takes place when the Goods are made available by VDB to the Buyer. In the event of transport, the delivery takes place if the Goods are made available by VDB to the first carrier or, if according to the agreement the transport is for the risk of VDB, at the moment when the Goods are made available to the Buyer at the agreed place and/or destination.
  • 8.2.VDB does not guarantee that the Goods will be delivered by a specific date.
  • 8.3.VDB is permitted to deliver the Goods in parts. In that case VDB will be authorised to invoice separately and the Buyer will be obliged to pay these invoices as if they were invoices for separate agreements.          

     

• Article 9 - Receipt
  • 9.1.The Buyer is obliged to take receipt of the Goods offered by VDB
  • 9.2.If the Buyer does not or not immediately take receipt of the Goods, VDB, whilst retaining the other rights accruing to VDB, will be entitled to store the Goods on its premises or with third parties for the account and risk of the Buyer. The Buyer is obliged to collect the Goods from such a storage location for its own account and risk.

     

• Article 10 - Transport documents and other documents
  • 10.1.VDB’s copy of the transport document signed without observations by the carrier is full proof of shipment of the numbers stated on the transport document, as well as of the externally good state of the Goods.
  • 10.2.The Buyer is obliged to provide VDB with all documents applicable to the transaction and/or the Goods sold in a timely manner, with due observance of the prescribed terms and formal requirements, failing which the Buyer will be fully liable to VDB for the damage resulting from its failure. This also applies with respect to compliance with the provisions of the European Union or other national and/or international authorities and governments.
  • 10.3.All costs that are caused by or result from drawing up and providing the required documents are for the account of the Buyer, unless expressly agreed otherwise.
  • 10.4.The Buyer will allow VDB to inspect the insurance policies upon VDB first request.
  • 10.5.As soon as the Buyer fails in the fulfilment of any obligation or has payment difficulties, VDB will have the right to immediately repossess or have repossessed the documents or immediately recollect or have recollected the Goods or the good obtained by working or processing, sell or have sold them or it in its own name and deduct the proceeds from the claims of VDB against the Buyer.
  • 10.6.All certificates issued in the country of origin that are usually regarded as conclusive evidence of the quality and/or condition of the Goods by importers, shall also be regarded as conclusive evidence of the quality and/or condition of the Goods by the Buyer.
    
    

• Article 11 - Quality and complaints
• Article 12 - Product recall
  • 12.1.In the event of an intended product recall of Goods delivered by VDB by the Buyer, the Buyer is obliged to consult VDB before proceeding. The Buyer is furthermore under the obligation to mitigate damage as much as possible.

     

• Article 13 - Numbers, sizes, weights and further data
  • 13.1.Minor deviations (i.e. +- 10%) from the specified sizes, weights, numbers, colours and other such data shall not be regarded as shortcomings of VDB. Loss of weight as a result of cooling or freezing shall also not be regarded as a shortcoming of VDB.
  • 13.2.Whether there are minor deviations is determined on the basis of commercial practices.
    
    

• 11.1.Goods may be delivered with a copy of the certificate of health/veterinary certificate, certificate of origin and certificate of analysis.
• 11.2.Goods conform to what has been agreed if they comply with the statutory quality requirements applicable at the time of the conclusion of the Agreement in the place where VDB has its registered office or conform with what has been agreed specifically in the Agreement.
• 11.3.Upon delivery the Buyer shall inspect the Goods in order to ensure that the Goods have no apparent defects, that the packaging of the Goods (cartons/pails/cans/plastics etc.) are not damaged and are in the ordered quantity. Any inner and outer apparent defects and/or differences in quantity must be reported to VDB in writing within twenty four (24) hours upon receipt.
• 11.4.The Buyer may perform analysis and investigate whether the Goods conform to the Agreement and report and confirm any defect it discovers to VDB in writing, but must do so immediately upon delivery thereof, in any case in the event of purchase of fresh and frozen meat and perishable (food) products within twelve (12) hours upon receipt, and within fourteen (14) days for all other non-perishable (food) products.
• 11.5.Failing notification of any (apparent) defects within the prescribed time periods in article 11.3 and 11.4 above, the Goods will be deemed to have been delivered in conformity with what has been agreed and any claim based on any defect(s) against VDB made subsequently will be considered inadmissible and the Buyer will thus be unable to enforce any claim based on any (apparent) defect(s) against VDB.
• 11.6.After reporting defects as provided in article 11.4, the Buyer shall have an investigation and/or analysis report drawn up by an independent surveyor/laboratory and the Buyer shall send this report to VDB within 30 days after having reported the defect, failing which the Buyer will be unable to enforce any claim based on any defect(s) against VDB.

   

• Article 14 - Liability
  • 14.1.If the Goods delivered appear not to conform to the agreement in an essential respect, VDB will have the right to deliver a replacement consignment.
  • 14.2.In a situation of force majeure as referred to in article 16.2, VDB has the possibility to still fulfil its obligations after the circumstances that resulted in the non‑attributable failure to perform have ceased to exist, or dissolve the Agreement or the part thereof that has not yet been performed, without becoming liable for any damages to the Buyer as a result.
  • 14.3.If the Goods delivered do not conform to the agreement, the Buyer will only be entitled to damages or a price reduction with due observance of the other provisions of this article. The Buyer will not be entitled to dissolve the agreement.
  • 14.4.VDB is never liable for damage caused by death or injury, nor for consequential damage (as defined in article 1) and loss owing to stoppage. VDB does not accept any product liability for any defective Goods or defects relating to the Goods under any Agreement.
  • 14.5.VDB’s aggregate liability towards the Buyer is in any event limited to the invoice amount charged or to be charged by VDB in the relevant case exclusive of VAT and other charges on the understanding that this liability is in any event limited to a maximum of USD 25,000 (US Dollar Twenty Five Thousand).
  • 14.6.Limitations and/or exclusions of liability will only not apply in so far as the damage results from a deliberate act or omission of VDB or the management of VDB, either committed or refrained from with the intention to cause that damage or recklessly and with the knowledge that that damage would very probably arise.
  • 14.7.If subordinates of VDB or persons whose services VDB uses for the performance of the agreement are held liable, these persons can invoke each exclusion and/or limitation of liability that VDB can invoke pursuant to these Conditions or any other legal or contractual provision.
    
    
• Article 15 - Indemnification
  • 15.1.The Buyer is obliged to indemnify VDB against all claims from third parties in respect of damage in relation to the performance of or in connection with the Agreement.
  • 15.2.This obligation of the Buyer, as set out under article 15.1, does not apply in so far as the damage results from an act or omission of VDB or the management of VDB, either committed or refrained from with the intention to cause that damage or recklessly and with the knowledge that that damage would very probably arise.
  • 15.3.Damage includes damage caused by death or injury, damage to properties of third parties, any form of financial loss, "demurrage" and other direct or indirect (consequential) damage that might arise at VDB or at third parties. This damage also includes judicial and/or extrajudicial costs that VDB has had to incur to defend itself against claims of third parties.
    
    
• Article 16 - Force majeure
  • 16.1.In the event of force majeure, within the meaning of article 6:75 DCC, the performance of the Agreement will be fully or partially suspended for the duration of the force majeure period, without VDB and the Buyer being liable for damages in this respect. If the force majeure situation lasts longer than thirty (30) days, the other party will have the right to dissolve the Agreement by means of a registered letter, with immediate effect and without judicial intervention being required and without this giving rise to any right to damages.
  • 16.2.Force majeure on the side of VDB in any case includes, regardless of whether these circumstances are or were foreseeable at the time of the conclusion of the contract: acts and omissions of not subordinated persons whose services VDB uses in the performance of the agreement; whole or partial misproduction of Goods; unsuitability or poor quality of goods that VDB uses in the performance of the Agreement; exercising by a third party of one or more rights with regard to the Buyer, whether or not in relation to a shortcoming of the Buyer in the performance of the contract made between the Buyer and such third party; strikes; blockades; stagnation of energy or water supplies; stagnation in domestic and/or foreign supply of commodities; disruption in business activities; illness(s); import, export and/or transit prohibitions; measures of authorities or other competent bodies (incl. changes in import and export regulations, duties and levies); transport problems; unforeseen technical conditions; non-fulfilment of obligations or delay in the fulfilment of obligations by suppliers and/or other auxiliary persons of VDB; boycott of VDB or its suppliers; weather conditions; natural and/or nuclear disasters; riots; fire; molest; war and threat of war. This list shall not be considered to be exhaustive or all-inclusive.
    
    

     

     

• Article 17 - Dissolution and suspension
  • 17.1.If the Buyer does not, improperly or in a timely manner fulfil any obligation arising from the Agreement or from these Conditions, the Buyer will be in default without notice of default being required, and VDB will be entitled, without becoming liable for any damages on that basis and without prejudice to the further rights accruing to VDB, to suspend the performance of all its obligations and/or dissolve the agreement concerned in whole or in part with immediate effect and without judicial intervention being required.
  • 17.2.In the event of dissolution by VDB, VDB will be entitled, at its own discretion, by way of damages, to:
    1. the possible negative difference between the contract price and the market value of the Goods concerned on the day of non-fulfilment; or
    2. the difference between the contract price and the price of the substitute purchase:

       all the above is without prejudice to VDB’s right to claim additional or replacement damages.

  • 17.3.VDB is furthermore entitled, without becoming liable for any damages on that basis and without prejudice to the further rights of VDB, to dissolve the agreement with the Buyer with immediate effect and without judicial intervention being required, if:
    1. the Buyer is granted a suspension of payments or is bankrupt, or applies for a suspension or threatens to go bankrupt, or attachment is levied of any part of its assets;
    2. the Buyer passes away, ceases its activities, decides to enter into liquidation or otherwise loses its legal personality;

       everything without prejudice to VDB’s right to claim additional or replacement damages.

  • 17.4.VDB has the right to offset claims against the Buyer against debts to the Buyer, also if the claims and/or debts are not yet due and payable or eligible for immediate settlement.
  • 17.5.Buyer shall indemnify VDB for any and all losses, liability, costs, claims, damages, (including Consequential Damage), demands and expenses (including legal costs) arising from or in connection with any delay, breach, or non-performance by Buyer of the Agreement or any misrepresentation of Buyer in relation to the Goods.

     

• Article 18 - Transfer of rights and obligations
  • 18.1.VDB has the right to transfer rights and/or obligations pursuant to the Agreement to third parties.
  • 18.2.Unless otherwise agreed, the Buyer may transfer rights and/or obligations pursuant to the Agreement to third parties only with the prior written consent of VDB. VDB may attach conditions to this consent.
  • 18.3.The Buyer undertakes to assign any claim or claims against its insurance company to VDB immediately on request of VDB.
    
    
• Article 19 - Miscellaneous
  • 19.1.The unenforceability or nullity of a provision in these Sales Conditions will not have any effect on the validity of the other provisions laid down in these Sale Conditions. The Sales Conditions will in such case be interpreted as if the unenforceable or void provisions did not form part of this Agreement.
  • 19.2.The Buyer shall treat all information provided by VDB and the Agreement as confidential and shall not make such information available to a third party, except and in as far as this is necessary in connection with the performance of the Buyer’s obligation under the Agreement. This obligation remains in force after the Agreement has been carried out or has been dissolved.

     

• Article 20 - Privacy
  • 20.1.Upon entering an Agreement the Buyer explicitly grants permission to VDB that it may register and process the Buyer’s personal data. A further explanation regarding the registration and processing of personal data can be obtained by reading the Privacy Statement on VDB’s website (www.vdberghs.nl/privacy).

     

• Article 21 - Period of limitation
  • 21.1.All claims against VDB expire by the lapse of one (1) year after the date of the Agreement.

     

     

• Article 22 - Continuing performance agreement
  • 22.1.In accordance with the provisions of article 2.1, these Conditions also apply to any applicable continuing performance agreement between VDB and the Buyer (implicitly or otherwise arisen), arising from a series of isolated agreements and/or a consistent commercial relationship between VDB and the Buyer.
  • 22.2.A continuing performance agreement applicable between VDB and the Buyer can at all times be terminated (opgezegd worden) in writing by VDB, with due observance of a notice period of two (2) months.
  • 22.3.A continuing performance agreement applicable between VDB and the Buyer can at all times be terminated (opgezegd worden) in writing by the Buyer, with due observance of a notice period of six (6) months.
  • 22.4.The Buyer waives the right to damages that would (possibly) accrue to it if VDB dissolves the continuing performance agreement.
    
    
• Article 23 - Governing law
  • 23.1.All legal relationships arising from or relating to these Conditions or the Agreement(s) are governed exclusively by Dutch law. Applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded.
    
    
• Article 24 - Competent court

All disputes arising from or relating to these Conditions or the Agreement(s) between VDB and the Buyer will be settled exclusively by the Rotterdam District Court if the Buyer has its registered office in the European Economic Area (EEA) and if the Buyer does not have its registered office in the EEA by means of UNUM-Arbitration (https://unum.world/) in Rotterdam in accordance with the UNUM arbitration rules.