Article 1
1. These terms are applicable to all offers, deliveries and agreements made by HESY Aquaculture B.V.
2. All offers and quotations are without engagement and serve as an invitation to make an offer, unless otherwise agreed on in writing or unless deviated there from in our standard terms.
3. Any agreements and any amendments and/or additions to such agreements and to these standard terms are effected through written confirmation by us that we accept the customer's offer.
4. Descriptions in offers, such as pictures, catalogues, drawings or statements made in any other way as to weight, structures, finishing and colours, are as accurate as possible but do not bind us. Any changes of a technical nature are expressly reserved.
5. Oral promises by or understandings or agreements with our subordinates, such as representatives and any persons not employed by us, including any intermediaries, shall not bind us until such understandings, promises or agreements have been confirmed in writing by an authorized representative of ours.

Article 2
1. The prices stated in an offer are at all times based on the price level being applicable at the time when such offer was submitted, being exclusive of VAT, unless otherwise announced by us in writing.
2. We shall be entitled to include in the price to be paid by the customer any changes in price level, e.g. due to changes in our suppliers' selling prices, changes in prices for materials, auxiliary materials and raw materials, freight rates, wages, national insurance contributions, operational costs, taxes and any other price-determining factors.

Article 3
If an offer is not accepted, we shall be entitled to charge the costs involved with the conclusion of the offer to the party at whose request the offer was submitted.

Article 4
1. The copyright as well as all other rights of intellectual property on any offers, drawings, schedules, designs, bills of materials, equipment or any other means of production and products delivered by us shall exclusively belong to us.
2. Without the written permission of us such items may not be copied by the other party, neither in full nor in part, other than for internal use,
nor may such items be shown, made available or published in any other way to any third party.
3. Payments by the other party in connection with the items as referred to in article 16 shall not be regarded as a transfer of any intellectual
property right nor as a licensing thereof.

Article 5
The delivery periods stated by us are not deadlines, so we shall not be in default by merely exceeding such delivery periods. The stated delivery periods are based on the working conditions prevailing at the time of conclusion of the agreement. If, through no fault of ours, some delay arises as a result of a change in the conditions referred to, including weather conditions making it impossible to work, the delivery period shall be extended accordingly, without prejudice to what is provided below, if we should be unable to execute the agreement either temporarily or permanently as a result of force majeure.
If for whatever reason we exceed some term of delivery agreed on, the customer shall not have the right not to fulfil and/or to postpone his obligations towards us.
Article 6
Within the framework of these terms, "force majeure" shall mean any non-compliance that is not attributable to our fault nor is for our account. There shall in any case be question of force majeure if following the conclusion of the agreement we are prevented from fulfilling our obligations arising from this agreement or any conditions contained therein as a result of war, riots, acts of war, fire, water damage, strikes, lockouts, failures in the supply of energy, all of which both in our own company and with any third parties from whom we have to purchase all or part of the required materials or raw materials, as well as with storage or during transport, whether or not under our own management, and furthermore all other causes that we are not to blame for or fall outside our scope of risk. If we are prevented from executing the agreement due to force majeure, we shall be entitled to wholly or partially dissolve the agreement without judicial intervention and without us being obliged to pay any damages.

Article 7
1. Customer must ensure that we can timely dispose of:
- any data and approvals needed for setting up the work (including permits, exemptions and decrees);
- the building or site where the work is to be executed;
- adequate facilities for the supply, storage and/or removal of building and auxiliary materials;
- provisions for connection of electrical equipment, lighting, heating, gas and water.
2. Any required electricity, gas and water shall be for the customer's account.
3. Customer must ensure that any activities and/or deliveries that do not fall under our work and that are to be performed by third parties shall
be performed in such a way and in such good time that the execution of the work is not delayed.

Article 8
1. Within a reasonable term before the day when the work, in our opinion, will be completed, we shall invite the customer to inspect the work.
The inspection shall be held as soon as possible, but at least within eight days following the day referred to above. The inspection shall be
held by the customer in our presence and serves to establish that we have fulfilled our obligations arising from the agreement.
2. When the work has been inspected and no defects have been found, this shall be immediately laid down by both parties jointly in writing.
If the customer fails to sign such written report for approval, the customer shall be deemed to have approved the work.
3. In case any defects are found during the inspection, which shall appear from aforementioned written report, we shall be given thirty days to correct such defects, after which another inspection shall be held in conformity with this article. Any minor defects that can be easily
corrected and do not impede the putting into use shall constitute no reason for withholding any approval.
4. The work shall be deemed to have been approved if and insofar as it is put into use. The day when the work or any part of it is put into use
shall be deemed to be the day of approval of the work or of the relevant part.

Article 9
1. The work shall be deemed to have been completed if it has been, or is deemed to have been, approved in accordance with article 8.
2. Any other deliveries shall be made "ex works". The goods shall be at the expense and risk of customer as soon as they leave our warehouse/workshop.

Article 10
1. The ownership of the goods delivered by us shall not pass to the customer until the customer has settled everything that he owes to us in respect of the delivery of the goods. If the customer resells the goods to a third party before the ownership was passed to him, such third party shall become only the holder of the goods in relation to us.
2. If the customer resells any goods to any third parties, he shall be obliged to reserve the title to such goods and to transfer to us in advance all of his rights he may have vis-à-vis such third parties, either in pledge or in any other way for any claim we may have against the

Article 11
In case the client fails to fulfil, or does not fulfil properly or in good time, any of his obligations arising from an agreement, as well as if his company goes bankrupt, is granted a suspension of payment, receives a tutelage order, is closed down or is liquidated, then we shall be entitled, without being obliged to pay any damages, and without prejudice to any further rights belonging to us, to consider the agreement to be wholly or partially dissolved or, as the case may be, to postpone the further execution of the agreement. In such case we shall also be entitled to claim immediate settlement of what is due to us. The customer shall be liable for all damage suffered by us as a result thereof, including any loss of profit and any transport costs.

Article 12
1. All complaints must be submitted in writing and must be in our possession within thirty days from delivery/completion of the goods/the work. Any claims received after that term shall be dismissed, except if the work or any part thereof has a defect which is attributable to us or to
any supplier, subcontractor or employee, and which defect could not have been detected earlier by the customer, provided that we are notified of such defect within a reasonable term from discovery.
Any complaints can be submitted in a valid manner only in respect of goods that are still in the state they were delivered in. Any minor deviations and any deviations which are reasonably considered permissible, which cannot be otherwise avoided or which have arisen through no fault of ours shall be no reason for submitting any complaint.
2. In the case of a justified complaint, it shall be left to our discretion to repair or replace the goods or services, or to compensate for the damages incurred. We shall only be obliged to compensate for damages if the customer supplies explicit evidence that the damages he/she has suffered are the direct consequence of a demonstrable and reproducible fault in the system we have delivered. The customer shall hold us harmless from claims of third parties.
3. A written notification, as referred to in the first paragraph of this article, shall not discharge the customer from his obligation to pay us for the sold goods in full, without discount, and without him having any right to deduction, in accordance with the provisions of these terms.
4. On the expiration of a period of six months we shall no longer be liable for any defects in the work.

Article 13
1. Except for what is provided above in respect of complaints, and except for gross negligence and malice, we shall never be liable for any damage, either direct or indirect, to any persons, properties or companies of the customer and/or of any third parties, caused by any defects or (other) events. The customer shall indemnify us against any third-party claims in that respect.
2. We shall never be obliged to pay any damages exceeding the nominal invoice value of the performance in respect of which such damages are claimed.
3. All legal and contractual defences that we may invoke to fend off liability towards the other party may also be invoked by our subordinates and by any non-subordinates for which we may be liable pursuant to the law.
4. If we make available to the other party any employee(s) or any (other) third party (parties) for whose behaviour we are liable pursuant to the law, in order to work under the other party's control/supervision, then the other party shall be obliged to provide for adequate control/supervision, and indemnifying us for the behaviour of such employee(s) or third party (parties).
5. The above leaves intact any statutory liability pursuant to mandatory provisions.


Article 14
1. Customer bears the responsibility for any structures and working methods prescribed by or on behalf of him, including the effect that soil conditions have on these, as well as for any orders or instructions given by or on behalf of him.
2. If any building or auxiliary materials supplied or prescribed by the customer should have any defects, then customer shall be liable for any damage caused by such defects.
3. The effects of compliance with any statutory provisions or government orders that take effect following the date of the offer shall be for the customer's account.
4. Customer shall be liable for any damage to the work caused by any deliveries executed or performed by him or, on his instructions, by any third parties.

Article 15
1. Customer shall be authorized to suspend the execution of the work either in full or in part. Any provisions we must make as a result of such suspension shall be charged as extra work. Any damage we suffer as a result of the suspension shall be compensated for by the customer.
2. Any damage to the work caused by the suspension shall be for the customer's account.
3. If the suspension lasts longer than 14 days, we may demand pro rata payment for any part of the work already executed by us, as well as for any materials delivered by us to the site that have not yet been processed but have already been paid for.
4. Should the suspension last longer than one month, then we shall be authorized to discontinue the work in an uncompleted state.
5. If the customer gives notice of either full or partial termination, as well as if paragraph 4 of this article applies, then we shall be entitled to payment of the full agreed amount, increased by costs and decreased by costs saved by us as a result of the termination.

Article 16
1. Unless otherwise agreed on, payment of invoice amounts shall at all times be made within 30 days from invoice date, without any
discount or set- off.
2. If the customer fails to pay in good time, the customer shall have to pay, without any demand for payment or any notice of default being required, for each month or part thereof by which the term of payment is exceeded, in addition to the agreed price or amount, interest at a rate of 1.5% per month or part of month, as from the due date.
Adding to that, the customer shall bear all costs reasonably made by us in assessing any damage and liability, as well as all extrajudicial collection costs. The latter costs shall be calculated on the basis of the rates used by the Netherlands Bar.
3. We shall at all times be entitled to demand cash payment of any invoice.
4. If we do demand so, the customer shall be obliged to pay the agreed prices or amounts in advance, either in full or in part, or to provide adequate security for the fulfilment of any of his obligations. We may also demand the same when we have already started with the execution of the agreement. Moreover, we shall then be entitled to discontinue the work until the moment when the instalment due has been paid. Any costs and damage resulting there from shall be fully for the customer's account.

Article 17
If during the execution of the work it turns out that owing to unforeseen circumstances the work or a part thereof can be executed only if it is changed, then the party that is the first to become aware of such circumstances shall enter into consultations with the other party, whereby we shall point out the financial implications to the customer. Any changed execution agreed upon shall be settled as contract variations.


Article 18
All agreements to which these standard terms apply shall be governed by Dutch law. All disputes arising from any agreements existing between the parties, insofar as falling under the jurisdiction of the District Court, shall be exclusively adjudicated by the competent court in the District in which the registered office is located, unless we prefer to submit the dispute to the opinion of any other competent court, whether in the Netherlands or not. The provisions of the Vienna Sales Convention shall not be applicable, nor any future international regulations concerning the purchase of movable physical properties, the effect of which may be excluded by parties.