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GENERAL CONDITIONS OF SALE OF CARLISLE FOODSERVICE PRODUCTS EUROPE BV

GENERAL PROVISIONS
These General Conditions of Sale have been deposited at the Chamber of Commerce in Arnhem. These conditions are applicable to all special offers, offers and agreements which have been formed, except for deviations which have been accepted by us expressly and in writing. In the event of the application of partial deviations, the remaining conditions shall remain in force without restriction, even if this has not been expressly stated. The buyer shall be deemed to have agreed with the application of these conditions as a result of the fact of the order and/or the taking into receipt of our goods. Any purchasing or other conditions which are applied by the buyer are hereby expressly rejected.

OFFERS
All offers, prices and conditions provided by us shall always be entirely without obligation. Pictures, drawings, statements of measurements and weights, and all other details in printed matter are provided as exactly as possible. We cannot accept liability as a result of errors or deviations. All pictures, drawings, etc shall remain our property and may not be shown to third parties for any other purpose whatsoever. They must furthermore be returned to us immediately upon our first demand.

ORDERS
All orders given to us shall only be binding upon us if these have been confirmed by us in writing. We shall be at liberty to carry out orders in parts and to invoice partial deliveries separately. In the event of orders for goods which must be specially produced, stamped or provided in another manner with markings, name, decoration or otherwise, the buyer shall be obliged to accept any delivery of 10% more or less of the ordered quantity. Stamps, dies, moulds, engravings etc shall remain the property of the manufacturer at all times, this regardless of the fact that the costs of preparation which have been passed on have been paid by the buyers. If a buyer orders less than the standard number of packed items, we will charge EUR 3.50 extra per carton that has been (partly) opened.

DELIVERY TIMES
The delivery time shall be deemed to commence on the date of our order confirmation. Delivery times are only to be considered as an indication and shall not apply as firm deadlines. In the event of war, threat of war, riots, mobilisation, strikes, ice, delays in supply, transport difficulties, import obstructions, fire and other disruptions in our business, and also in the event of negligence on the part of our suppliers and/or manufacturers, and also under all circumstances which are reasonably outside our powers, we shall be permitted to either extend the delivery time by the duration of the obstruction, or to dissolve the agreement to the extent that this has been affected by the obstruction. In that DELIVERY AND DISPATCH
All goods are dispatched for the account and risk of the buyer. The title to the goods included in the agreement shall pass over to the buyer after fulfilment of all obligations due which relate to the purchase (this including any interest and costs). Until that time the buyer is not entitled, without our written permission, to dispose of, to let or otherwise have the goods used or to move them from the business, or to encumber them in another manner, to the extent that these actions extend further than is necessary for the normal business operations of the buyer. The manner of dispatch shall be made by means of transport which we shall choose. If deviating dispatch regulations of the buyer are accepted by us, the extra costs shall be for the account of the buyer. Transport, packaging
and administration costs shall be charged to the buyer as laid down in the last price documentation which has been published. The buyer must check the packaging of the goods presented to it upon receipt, and state its findings on the bill of lading in the event of externally visible damage. The consignment may be refused on the grounds of serious damage to the packaging, in respect of which the buyer undertakes that it shall immediately hold the forwarding agent liable in writing.

COMPLAINTS AND RETURNS
Complaints with respect to defects must be received by us in writing within 8 days after the date of receipt of the goods by the buyer at the latest, in the absence whereof the buyer is deemed to have approved the delivered goods. Complaints with regard to defects which can only become manifest after receipt of the goods must be received in writing within 8 days after the defects were discovered or could have been discovered by the buyer. Minor deviations from the quality, colour or construction as contained in the offer, or minor deviations which are generally deemed acceptable according to usual commercial standards, cannot constitute valid grounds for submitting complaints. In the event of delivery of more than one separate item on the basis of one order, a complaint with respect to one of these items does not detract from the buyer's obligation to accept and pay for the
other items.
The right to submit claims or raise defences substantiated in fact and in support of the allegation that the delivered goods were not in conformity with the agreement expires after one year following
delivery of the goods in question. No return of goods shall be accepted without our prior written approval. Goods which are returned without our prior written approval shall be refused and sent back for the account and at the risk of the buyer.
A request for return of goods must be submitted within 90 days after the original delivery date of the goods at the latest. The goods must be returned for the account and at the risk of the buyer and must be in their original packaging. The return of goods must include a statement of the original invoice and order number.
In case of an approved return of goods, we shall deduct an amount of 15% of the original invoice amount from the amount that has to be repaid or credited by us. If the goods were returned more than 90 days after the original delivery date of these goods, we shall repay or credit an amount which is 25% lower than the original invoice amount.
Specially manufactured articles and goods which are custom printed at the request of the buyer, as well as goods which have been changed by the buyer, will never be accepted for return or exchange.

PAYMENT
Payment must be made within 30 days after the invoice date, without any deduction or set off. Payment can never be made dependent on alleged unsound delivery, performance of any guarantee obligation, or, in the event of partial implementation of the agreement, on a full implementation thereof. We reserve the right to charge increases in the price which applies at the time of delivery on to the buyer on account of increases of purchase prices, wage increases, higher operating costs, changes in currency ratios, the introduction or change of statutory measures, if such increases occur after three months after the conclusion of the agreement. If the buyer has not paid the invoice amount on the due date, it shall owe us, without any notice of being in default required, credit costs of 1% per month of the outstanding invoice amount.
If we are forced to take recovery measures for our claim via the courts or in another manner, the buyer shall also owe us a payment on account of the costs connected therewith amounting to at least 10% of the invoice amount, this without prejudice to the credit costs referred to above and any court costs. All prices are exclusive of VAT (BTW). Payments by or on behalf of the buyers shall serve successively as payment for the extrajudicial costs of recovery which they owe, the court costs, the interest they owe and then, in sequence of age, the outstanding principal amount, regardless of any indication to the contrary of the counter party.

INDICATIONS AND INSTRUCTIONS
All goods sold by us must be used and processed in accordance with our indications and/or the user instructions given in or on the packaging.

REMOVAL CONTRIBUTION
On all our invoices, we will charge a so called "removal contribution" with respect to products which fall under the scope of European Union Directives concerning electrical and electronic equipment (Directives 2002/95/EC and 2002/96/EC), which Directives have been transposed into Dutch law as the Management of Electrical and Electronic Equipment Regulation (REA) and the Management of Electrical and Electronic Equipment Decree (BEA) of 13 August 2004. The buyer is obliged to charge this removal contribution to its buyer in the same way, and to ensure that the obligation referred to is likewise imposed on subsequent buyers.

LIMITATION OF LIABILITY AND GUARANTEE
We guarantee the buyer the soundness of the products delivered by us for the application stated by us or which appears from the agreement in the sense that, in the event they turn out to be unsound, we shall, at our discretion, ensure that they are replaced without charge or that the purchase price of the goods is returned if these have not been processed.
This guarantee shall not apply if:
and as long as the buyer is in default towards us;
the goods have been exposed to abnormal circumstances, such as pollution, or have been treated in another manner without due care or contrary to the user instructions;
the goods have been stored for longer than normal and it is plausible that loss of quality has arisen as a result thereof;
we have not been given the opportunity within 8 days of the discovery of the defects to investigate them;
1 year has passed after delivery;
no equivalent guarantee has been received by us from our suppliers or manufacturers for the construction or materials concerned.
Except for the guarantee obligations mentioned in this article, we shall not be liable for any damage to the buyer or any third party, even if this is the result of gross negligence or intention on the part of our personnel or on the part of third parties engaged by us. The buyer is obliged to indemnify us from all claims of third parties and the financial consequences connected therewith, to the extent that these arise from the manner in which the buyer has implemented the agreement concluded with us.

DEFAULT BY THE BUYER
If the buyer does not, does not properly, or does not in a timely manner comply with any sort of obligation whatsoever which arises for it from this or any other agreement concluded with us, and also in the event of a merger with third parties, a takeover by third parties, involuntary liquidation, a moratorium of payments being granted, liquidation or cessation of the buyer's business operations etc, it shall be deemed to be in default by operation of law. We shall then be entitled, without any notice of default and/or court intervention being required, to postpone the performance of the agreement or to dissolve the agreement in whole or in part; to claim back anything which we may have delivered but which has not yet been paid for in full, setting off any payments which have been made to us, but without prejudice to our rights to demand compensation for any loss or damage. In those cases, all claims which we have against the buyer shall be immediately claimable in full.

DISPUTES AND APPLICABLE LAW
Dutch law shall apply to all agreements between us and the buyer. All disputes which might arise between us and the buyer shall be submitted to the District Court in Arnhem, unless we prefer to
submit the dispute to the competent court within whose jurisdiction the buyer has its domicile.