Importers of timber and wood based panels

GENERAL SALES AND DELIVERY CONDITIONS ROWOOD B.V.

ARTICLE 1. | DEFINITIONS

Rowood: Rowood: Rowood BV, the user of these terms and conditions, is established in Ridderkerk,
listed in the Trade Register under Chamber of Commerce number 24158598 and registered
with tax office 'de Belastingdienst' with VAT-identification number NL007548977B01.
Buyer: the natural or legal person with whom Rowood has concluded or aims to conclude an
agreement.
Goods: all matters to be delivered by or on behalf of Rowood in the context of the agreement,
also including (wood) sheet material, other types of wood, hardwood, softwood, whether or not
realised according to the specifications of Buyer, or other matters.
Activities: all activities to be conducted in the context of the agreement by Rowood, including
the customisation according to the specifications of the Buyer of the goods or other matters, the
application of labels to be supplied by the Buyer thereon, etc.

ARTICLE 2. | GENERAL PROVISIONS

These terms and conditions are applicable to every offer of Rowood and to each agreement that
Rowood concludes with Buyer, unless parties have expressly established otherwise in writing.
The buyer acknowledges to have taken cognisance, at the latest upon conclusion of the
agreement, of these terms and conditions.
Rowood expressly rejects the applicability of purchasing or other conditions of the Buyer or a
third party.
Derogation from what is established in these terms and conditions is only possible in writing. If
what is established in what parties have agreed separately in writing deviates from what is
established in these terms and conditions, what parties have separately agreed in writing
applies.
The annulment or nullity of one or more of the underlying provisions leaves unaffected the
remaining provisions. In such case as may occur, parties are obliged to enter into mutual
consultations so as to make a substitute arrangement with respect to the impaired clause. The
purpose and tenor of the original provision are thereby observed as much as possible.

ARTICLE 3. | OFFER AND CONCLUSION OF THE AGREEMENT

All offers, quotations, price listings, and other announcements (also including suggestions and
recommendations) of Rowood are non-committal, unless expressly established otherwise in
writing.
Every offer is based on the implementation of the Agreement by Rowood under normal
circumstances, unless established otherwise.
The Buyer cannot derive any rights from an offer of Rowood that contains an apparent error or
mistake. Nor can the Buyer derive any rights from an offer of Rowood that is based on incorrect
or incomplete information supplied by the Buyer.
Assignments and/or orders accepted by agents, representatives, or other intermediaries and/or
resellers of Rowood only bind Rowood after the assignment or order has been confirmed to
Buyer by Rowood in writing.
The agreement with Rowood is concluded after an assignment or order has been accepted by
Rowood in writing or as soon as Rowood has made a start with the execution of the
assignment. The order/assignment confirmation of Rowood is deemed to correctly and
completely represent the agreement, unless Buyer contests the content thereof within 5 days
after provision of the order/assignment confirmation.
If the Buyer concludes the agreement (also) on behalf of another natural or legal person, he
declares by entering into the agreement to be authorised to do so. The Buyer is severally and
jointly liable, besides this (legal) person, for compliance with the obligations from the
agreement.
Commitments, verbal or by e-mail, by and arrangements with collaborators or other
subordinates of Rowood only bind Rowood after and to the extent these have been confirmed
by them in writing by way of an order/assignment confirmation.
Successive deliveries or other types of performances are autonomous agreements and do not
entail the arisal of continuing performance agreements on the basis of which Rowood would be
obliged to continue deliveries/performances, unless expressly established in this manner.

ARTICLE 4. | PRICES

established prices are exclusive of sales tax and all other taxes, import duties, levies, or
other charges imposed by the authorities on the goods or the transportation. These possible
costs are borne by the Buyer, unless established otherwise in writing.
The prices are exclusive of the costs of packaging/shipping, loading and unloading, transport
and insurance, all matters barring arrangements that expressly state otherwise.
In case the offer and/or assignment confirmation, besides the price for the goods, also lists
prices of other price factors (such as any possible transport costs), this regards the statement of
such price factors with the greatest possible accuracy.
If after the date of the offer one or several of the cost-determining factors undergo an increase -
even if this occurs due to foreseeable circumstances - Rowood can increase the
established/offered price correspondingly, regardless of whether an agreement had already
been reached concerning.
Were a change to occur between the dates of sale and of delivery with respect to the currency
rates between the Netherlands and the country where Rowood purchased the goods, then
Rowood reserves itself the right to pass the exchange rate loss on to Buyer.
Borne by buyer as well are additional transport costs (also including waiting costs) that are
related (though not exclusively) to situations of force majeure as referred to in article 13, also
expressly including (standstills due to) the closing down of borders or serious delays in that
context.
If Rowood carries out additional work, the associated costs will be borne by the Buyer on the
basis of post-calculation on grounds of the post-calculation hourly rates that are effective at the
moment of execution of the additional work, as well as other additional costs and consequences
of the additional work.

ARTICLE 5. | PAYMENTS

Payment of the established price will occur within the payment term indicated on the order
confirmation, by way of transfer to the bank account listed on the invoice. If the order
confirmation does not indicate a payment term, a payment term of 30 days after invoice date
applies. As the date of receipt of the payment applies the date of crediting to the bank account
of Rowood.
In case no payment has occurred within the payment term, the Buyer falls into default
immediately.
Unless the Buyer pays within the payment term, Rowood has the right to increase the invoice by
a credit restriction surcharge of 2% on the total invoice amount.
Bank charges and other costs that regard the payment of the invoice amount are borne by the
Buyer.
If there are reasonable grounds to doubt the Buyer’s financial standing, or if the Buyer is in default of any obligation under any other, previous or subsequent agreement, Rowood shall at all times be entitled to require partial or full advance payment of the agreed price.
In case payment in advance was established or was demanded on grounds of the previous
section, the Buyer cannot bring to bear any rights regarding the implementation of the
agreement for as long as the advance payment has not been settled.
All payments will occur without any deductions, setoffs, or appeals to suspension.
Unless expressly established otherwise, Rowood reserves itself the right, in case of nonpayment
on the due date, to sell the stored lot of goods to third parties, without prejudice to the
obligation of buyer to pay the storage costs and to compensate any such loss of profit as may
have been incurred by Rowood upon this sale.
The Buyer owes, besides the credit restriction surcharge indicated in section 3, compensation
for interest of 1% over each month or part thereof that the buyer remains negligent with paying.
Without prejudice to their entitlement to compensation of damages, Rowood has the right in
case of non-payment on the due date to cancel all pending orders. The same applies as well in
case of a filing for suspension of payments, bankruptcy, liquidation, or a seizure of movable or
immovable property of the buyer.
If Rowood in case of late payment proceeds with the implementation of collection measures, the
Buyer is obliged to compensate all judicial and extrajudicial costs that Rowood has had to incur
as a consequence of the fact that the buyer has been negligent with timely and/or properly
complying with his obligations. The compensation of extrajudicial costs owed by the Buyer will
amount to 15% of the amount owed by the buyer (consisting of the principal sum increased by
the credit restriction surcharge and the matured interest), with a minimum of EUR 750.00.

ARTICLE 6. | TERMS AND THIRD PARTIES

All implementation and delivery terms or periods listed by Rowood can solely be considered indicative terms without binding effect.
The overrunning of the implementation or delivery time/period does not entail entitlement to compensation of damages or to the rescission of the agreement, nor to refuse acceptance and/or payment of the goods.
Liability for damage as a result of delayed delivery, in any form whatsoever, direct or indirect damage (also including consequential damage) is excluded.
In case the supplier of Rowood cannot or can no longer deliver the goods ordered by Buyer (regardless of the reasons), Rowood can propose an alternative to the Buyer. If Buyer is unable to agree to the alternative proposed, Rowood has the right to rescind the agreement or the part of the agreement that cannot be carried out (any longer). Rowood is not liable for not, or for not fully delivering the order.
Rowood always has the right to engage third parties for the implementation of the agreement. Unless these costs have already been incorporated in the costs, the costs will be passed on in accordance with the price quotation provided by the third party.

ARTICLE 7. | (CUSTOMISED) ACTIVITIES

Rowood commits itself to carry out the established activities (such as sawing, packaging, or
labelling activities) according to its best understanding and ability. Rowood thereby depends on
the specifications supplied by or on behalf of the Buyer or on the matters, such as labels, to be
provided by the latter. Minor deviations of what is effectively delivered from what was
established may occur and must be tolerated by the Buyer, without the Buyer being able to
claim compensation of damage or any other disadvantage. Rowood observes a saw tolerance
of -0.5mm/+0.5mm.
The Buyer guarantees that he provides Rowood timely with all matters and information that are
reasonably relevant to the preparation and execution of the agreement. The Buyer furthermore
guarantees the soundness of matters that were provided for the implementation of the
agreement by him or on his behalf.
If the agreement is implemented according to incorrect or incomplete information provided by
the Buyer or with unsound matters that were supplied, the Buyer continues to owe the full price
that was established and this cannot be qualified as a shortcoming of Rowood.

ARTICLE 8. | MODIFICATION OF THE AGREEMENT AND ADDITIONAL WORK

If the Buyer demands additional work or a modification of the agreement, the associated
additional costs are borne by Buyer. After receipt of a request for additional work or
modification, Rowood will inform Buyer regarding the financial and other consequences thereof.
Rowood will not be obliged to carry out his additional work or to accept a modification of the
agreement until the Buyer and Rowood have agreed on the financial and other consequences,
such as the possible consequences for implementation over time. The financial consequences
will be calculated in accordance with article [4(7)].
If no arrangements were made before the additional work was carried out, Rowood may
determine the financial and other consequences of the additional work for Buyer in writing.
Unless the Buyer has contested this determination within five business days after receipt
thereof in writing in a motivate manner, the determination is binding for Buyer. This provision
applies as well for reduced work.
Without falling into default as a consequence, Rowood can refuse a request for the modification
of the agreement if compliance with the modified agreement cannot reasonably be demanded
of them.
Modifications or additions to the agreement are only valid is established in writing

ARTICLE 9. | DELIVERY

Delivery occurs ex works, warehouse, or other storage areas in accordance with ICC Incoterms
2020 (or rather the most recent version), unless it is expressly established otherwise.
The risk of the goods is transferred to the Buyer at the moment of delivery.
If the order is given to Rowood to deliver the goods otherwise than as is established under the
first section of this article, Rowood is at liberty with the manner of delivery.
Without prejudice to what is established in section 2, transport and shipping take place at the
risk of the Buyer in all cases.
Rowood is not subject to the obligation to take out any transport insurance. Upon the written
request of the Buyer, Rowood procures a transport insurance on an all-risk basis under the
usual conditions.
Delivery takes place subject to the availability of an import and export license. Rowood is not
obliged to clear the goods for importation or to carry out formalities for transit through third
countries, to pay any import duties, or to fulfil any customs obligations upon importation.
In case the means of transportation chosen by Rowood cannot be used for delivery due to
external factors (for example, though not solely, due to the closing of borders, trade embargos,
(trade) sanctions, extreme weather conditions, (staff) shortages, bankruptcy of the transporter,
epidemics, lockdowns or other government measures, situations of force majeure as referred to
in article 13 or any other circumstance that Rowood cannot reasonably exert any influence
upon) or leads to serious delays in delivery, Rowood has the right to choose a different manner
of transportation, whereby any possible costs will be borne by Buyer.
Rowood is not liable for the late arrival of ships or trucks or any other means of transportation,
nor for any delay during loading, transport, or unloading. Were Rowood to be obliged to pay the
costs flowing from the preceding, then Buyer will refund these costs to Rowood. Were the
charter, shipping, or transport agreement in the matter of the goods, for any reason whatsoever,
to be cancelled entirely or in part, then Rowood will have the right - at the option of Rowood - to
either carry out another transport, whereby the possible negative difference will be borne by
Buyer, or to cancel the agreement without being obliged to provide any compensation to Buyer.
Packaging and shipping material, such as, though not solely, (Euro-)pallets, are billed at the
price of cost and not recovered.
If a part of the order is ready, Rowood has the right to deliver and invoice this part. Rowood also
has the right to wait with delivery until the entire order is ready.
The Buyer is obliged to accept the purchased goods immediately at the moment they are made
available to him or are delivered to him. If the Buyer refuses acceptance for whatever reason or
is negligent with providing information or instructions required for delivery, Rowood has the right
to transport the goods back and/or to store them at the expense and risk of the Buyer or to sell
them to a third party, without any obligation for back delivery, all matters without prejudice to the
right to compensation of damage and costs.

ARTICLE 10. | RECEPTION

All costs associated with the reception of the goods are borne by the Buyer. Where due to special circumstances the maritime vessel, rail car, or truck are unable to unload normally due to a reason that is attributable to the Buyer, then Rowood has the right to pass on the resulting costs to Buyer.
The Buyer is obliged to immediately receive the delivered goods. If Rowood due to a cause attributable to the Buyer will have to store the goods to be delivered, or a part thereof, after the offering of the goods to the Buyer, the lot will be considered received and delivered, and the storage will occur at the expense and risk of Buyer entirely, and all costs associated with the storage will be borne by him. If the Buyer remains negligent with receiving the goods, Rowood has the right to transport the goods back and/or store (as indicated above) the goods at the expense of the Buyer or to sell them to a third party, without obligation of back delivery, all matters without prejudice to the right to compensation of damage and costs.

ARTICLE 11. | LIMITED WARRANTY

Wood is a natural product. Its naturally endowed characteristics, deviations, and features must therefore always be observed. The Buyer must observe in particular the biological, physical, and chemical characteristics of the goods when concluding the agreement and while applying them. The bandwidth of natural colour, structure, and other characteristics within a specific type of wood are aspects of the features of the natural product that wood is, and cannot constitute grounds for complaints or liability.
Any possible guarantees of the supplier/manufacturer will be transmitted integrally to buyer; the claims of buyer are also delimited by the same. If and to the extent a warranty was provided by the supplier/manufacturer of the goods, then any entitlement to compensation of damages lapses unconditionally after expiry of this warranty period.
Buyer can only appeal to these warranty provisions if he has fulfilled the obligations he is subject to, also including the payment of the established purchase price. An appeal to these warranty provisions is not possible either if the delivered goods have not been stored or processed properly.
Rowood does not guarantee the marketability and/or suitability of the delivered goods, nor the possibilities for processing and/or adapting them, or the (semi-)finished product after processing or adaptation, not even if this purpose had been communicated to Rowood.
The warranty shall be limited to, at Rowood’s discretion, the repair or replacement of the goods delivered, a refund of the purchase price, or a credit of the relevant invoice amount, whether or not accompanied by the return of the goods delivered, in each case without any additional costs to the Buyer, provided and insofar as it has been established that the goods delivered do not conform to the agreement.
Any other entitlement or claim of the Buyer is excluded.

ARTICLE 12. | SUSPENSION AND RESCISSION

Rowood is authorised to suspend the implementation of the agreement or to rescind the
agreement with immediate effect, if the Buyer does not, does not timely, or does not fully comply
with the obligations from the agreement or these terms and conditions, or circumstances that
have come to the knowledge of Rowood after conclusion, the agreement provides legitimate
grounds to fear that the Buyer will not comply with his obligations.
If the Buyer files for suspension of payments, files for his own bankruptcy, or if a request to
declare the Buyer bankrupt has been submitted, he is in a state of bankruptcy, any attachment
has been levied on his assets, or he is unable otherwise to freely dispose of his assets, Rowood
has the right following a written statement to rescind the agreement with immediate effect,
unless the Buyer has already lodged adequate security for the payment.
Rowood furthermore has the right to rescind the agreement if circumstances occur that are of
such a nature that compliance with the agreement is impossible or the unaltered maintaining
thereof cannot reasonably be demanded of them. This includes in any event the situation that
the supplier of Rowood indicates to be unwilling or unable to deliver the goods (under the same
conditions) to Rowood.
The liability of Rowood in connection with the right of suspension or rescission exercised by
Rowood on grounds of this article is excluded.
To the extent this can be attributed to the Buyer, the Buyer is obligated to compensate the
damage that Rowood incurs as a result of the suspension or rescission of the agreement.
If Rowood rescinds the agreement on grounds of this article, all claims on the Buyer become
instantly payable.

ARTICLE 13. | FORCE MAJEURE

Rowood will not be liable under any circumstance for (the consequences of) non- or non-timely
compliance with their obligations, also including delays on delivery, as a result of force majeure.
In case of force majeure, Rowood has the right to extend the implementation and/or delivery
terms by the duration of the force majeure, or to rescind the agreement or respectively the nonimplemented
part thereof, without being obliged to provide any compensation of damages.
Considered force majeure in any event is every circumstance outside the control of Rowood
that prevents compliance with the obligations on account of the agreement. This includes, for
example: war or the threat of war, the stalling of payment traffic (with other countries),
mobilisation, pandemics, flooding, closed borders (for whatever reasons), trade embargos,
(international) (trade) sanctions, extreme weather conditions, rioting, work strikes or exclusion,
fire, accidents or illness at the company or of the staff of Rowood, as well as of Rowood's
suppliers, outage of machines or other operational breakdowns, (staff) shortages, downsizing of
production, lack of raw material, the failure to execute contracts on the part of third parties,
bankruptcy of the transporter, epidemics, lockdowns or other government measures, delays or
interruptions at the factory of Rowood's suppliers, or any other event outside the direct control
of Rowood that has led to the non- or non-timely compliance of Rowood, Rowood's suppliers
and sub-contractors.
The financial and other obligations of Buyer that have arisen prior to the entry into effect of the
force majeure remain fully in force despite the force majeure and the possible consequences
thereof for future deliveries.

ARTICLE 14. | COMPLAINTS

The Buyer is obliged to control the delivered matters without delay upon delivery for any
possible defects, deviations, deficiencies, or other shortcomings, and to report such within five
(5) business days after delivery to Rowood in writing, while precisely and concretely describing
the complaint. Shortages and visible defects must also be noted on the bill of lading or the
delivery slip immediately upon delivery.
For invisible defects or defects that cannot be perceived upon a normal control a complaints
term applies of five (5) business days as from the time that the Buyer has become or could have
become aware of the defect, or after the defect has manifested itself.
After expiry of the afore-indicated terms of five (5) business days or after processing or
adaptation or use otherwise than after the resale of the delivered maters, the delivered matters
are deemed to have been approved. From such time, complaints about defects, deviations,
shortages etc. or other shortcomings are no longer possible.
The Buyer will if he so desires be given the opportunity to (let) inspect the purchased matters
prior to delivery for conformity. The costs of inspection are borne by the Buyer.
Samples are only provided by way of indication.
Deviations and/or differences in quality, size, weight, or finishing that are accepted in the wood
sector or that were accepted before or later on between parties, that cannot technically
reasonably be avoided, do not constitute any shortcoming.
In case of insignificant shortcomings, for example such as do not or hardly impact the foreseen
use of the good, the good will be deemed accepted despite these shortcomings.
In case of the investigation of the legitimacy of a complaint, the Buyer must fully cooperate and
keep the matters available for inspection. Expertise reports prepared upon request of the Buyer
do not bind Rowood.
The right of complaint and any claim in the matter of non-conformity or shortcomings otherwise
of the delivered goods and/or performances conducted lapse, or at least the Buyer will no
longer be able to appeal thereto, if:
a. The matters have been exposed to abnormal circumstances, or have not been handled in
conformity with the user instructions or otherwise negligently or inexpertly; and/or
b. The matters have been stored for more than is normal and it is likely that a loss of quality
has occurred as a result; and/or
c. The warranty period as indicated in article [11(2)] has expired; and/or
d. the above provisions have (otherwise) not been fully complied with.
Complaints of any nature whatsoever do not suspend payment and/or other obligations of the
Buyer vis-a-vis Rowood.
Complaints do not confer the right to compensation of damages to the buyer, but if the
complaint is found to be legitimate, this grants the Buyer the right to demand that the goods are
kept against an appropriate reduction.

ARTICLE 15. | EXCLUSION LIABILITY AND INDEMNIFICATION

Barring the wilful intent and deliberate recklessness on the part of Rowood, any liability of
Rowood is excluded, for any type of damage or costs, of any nature whatsoever, direct or
indirect, also including consequential damage (also including, though not exclusively limited to,
stagnation damage, loss of profit, loss of goodwill, fines, etc.), other business damage, other
indirect damage and damage as a result of liability vis-a-vis third parties, and regardless of
whether it is based on the matters delivered by Rowood not corresponding, or any other
shortcoming of Rowood in complying, with the agreement with Buyer, and not either in the
matter of services provided by Rowood otherwise, or of instructions given, information and/or
advice provided, an unlawful action, or other legal grounds.
The Buyer indemnifies Rowood, their staff, and such third parties as Rowood may have
engaged, for all claims by third parties for the compensation of damages, also including product
liability, that are related to the use of the matters delivered by Rowood and/or to performances
conducted under the agreement with the Buyer, for which claims by third parties Rowood, their
staff and/or the third parties engaged by them are unable to appeal to these conditions.
In all cases, the total possible liability of Rowood vis-a-vis the Buyer, on any account or legal
grounds and under any circumstances whatsoever, which liability may not be excluded or
limited on grounds of the present conditions, is limited to an amount equal to a maximum of
10% of the invoice amount.
To the extent an appeal to these conditions or the preceding sections 1 to 3 for whatever reason
does not legally fall to Rowood, Rowood's liability is limited to (a) the amount that the insurer of
Rowood disburses in the matter, increased by their deductible under the policy, or (b) in the
absence of any disbursement to the amount that was received by Rowood for the goods or
service that the liability is related.
An appeal to the limitations of liability also falls to employees deployed by Rowood, their
director(s), management, representatives, suppliers, and ancillary persons.

ARTICLE 16. | LIMITATION PERIOD

All claims against Rowood must be filed within 12 months after their arising before the authority
competent in the matter, failing which the claim will lapse or will have lapsed respectively

ARTICLE 17. | RETENTION OF TITLE

After the delivery of goods, Rowood remains the owner of the delivered goods for as long as the
Buyer has not (a) complied with all his contractual obligations vis-a-vis Rowood or third parties
under the agreement, or (b) fulfilled all obligations regarding the shortcomings attributable to the
Buyer in complying with his obligations on account of the agreement referred to above under
sub a.
All goods delivered by Rowood remain their property until the Buyer has properly fulfilled all his
obligations from the agreement. Buyer is supposed to keep the matters for Rowood until such
time and he is obliged to store the matters as the recognisable product of Rowood, to properly
insure them and keep them insured, for as long as he has not or has not fully complied with the
payment and other contractual obligations vis-a-vis Rowood, also including the payment of
interest and costs.
The retention of title of Rowood as described in section 1 also comprises agreements
concluded earlier or later on. What is delivered under a certain agreement therefore remains the
property of Rowood even if payment was settled under that specific agreement, but payment
under earlier or later agreements has not been settled yet.
Rowood has the right in case of negligence of the Buyer to recover the goods referred to here.
The Buyer will, after Rowood has invoked its retention of title, provide Rowood with the
opportunity to recover the delivered goods. Rowood is deemed to have been authorised by the
Buyer to enter the areas where the goods are located and to remove the matters at the expense
of the Buyer.
Until title to the delivered goods has passed to the Buyer, the Buyer shall not process, alter, sell or pledge such goods, nor shall the Buyer grant any third party any right or interest in or to such goods that could prejudice Rowood.
If the delivered goods are transported to a country in which the retention of title above is not
recognised, the Buyer grants a lien and/or a security interest or equal titles on the delivered
goods under local Law.

ARTICLE 18. | NON-DISCLOSURE

The Buyer is obligated to observe the strict confidentiality and secrecy of all knowledge and
information obtained from Rowood in the context of discussions, negotiations, and other
communications conducted prior to and during and after conclusion of any agreement between
parties, also including prices, product specifications, brochures, and other commercial
information, including the business or business operations of Rowood, customers/suppliers of
Rowood etc. (“Confidential Information”).
The Buyer will refrain from providing Confidential Information to third parties or from making
commercial use of such (otherwise) without the prior written consent of Rowood.
This provision remains effective, in order to prevent any possible misunderstanding, after
termination of any agreement with Rowood as well.

ARTICLE 19. | COMPLIANCE

The trade in wood and wood products is subject to specific laws and regulations aimed, among other things, at protecting forests, combating deforestation, ensuring legal production and guaranteeing traceability. Wood and wood products may also be subject to sanctions and other restrictive measures. Rowood complies with all applicable laws and regulations in this regard.
Following delivery, at the Buyer’s request, Rowood shall provide information regarding the due diligence carried out and the determination that there is no, or only a negligible, risk that the Goods do not comply with the requirements of the applicable European Union Deforestation Regulation (EUDR). Such information shall not include the identities of companies or individuals in the supply chain.
The conclusion of the purchase agreement does not give rise to any obligation on the part of Rowood to provide information other than the information included in the quotation, order confirmation, delivery documents and invoice. This includes, for example, information relating to the supply chain. The Buyer acknowledges that such information may constitute commercially sensitive information of Rowood.
If the Buyer requests additional information, Rowood shall not be obliged to provide such information unless the confidentiality of that information is adequately safeguarded. To safeguard the confidentiality of the additionally requested information, a non-disclosure agreement may be entered into with Rowood in accordance with the model agreement attached to these general terms and conditions, further down this page, and also available digitally on the Rowood website (NDA). Rowood will also provide this model agreement upon request.
If, at the time of delivery, the Buyer is no longer willing to enter into an NDA, Rowood may provide the requested information to an independent third party, such as a civil-law notary or registered accountant. This independent third party shall inform the Buyer, on a confidential basis, whether the required information is available and whether the Goods comply with the applicable legal requirements. The costs of such third-party assessment shall be borne by the Buyer. Rowood shall be entitled to require an advance payment of these costs.
Rowood shall be entitled to make the provision of information subject to the Buyer first having paid all outstanding amounts owed to Rowood.
If the Buyer has reason to believe that the Goods do not comply with applicable laws or regulations, the Buyer shall promptly notify Rowood thereof, stating the reasons for such belief, and shall allow Rowood sufficient time to investigate the matter. Rowood shall inform the Buyer of the outcome of such investigation as soon as reasonably possible and in any event within two weeks.
The provisions of Article 18 (NON-DISCLOSURE) concerning confidentiality shall apply accordingly to all information provided pursuant to this Article 19.

ARTICLE 20. | TRANSLATIONS

These terms and conditions have been prepared both in Dutch and other languages. In case of any
difference in substance or tenor, the Dutch text is decisive.

ARTICLE 21. | FINAL PROVISIONS

Any agreement and all legal relationships that flow therefrom between the buyer and Rowood is
exclusively subject to Netherlands Law.
Parties will only appeal to the court of law after they have exerted themselves optimally to
resolve the dispute by mutual consultation.
The Court of Rotterdam will be exclusively competent, to the exclusion of other courts of law, to
hear disputes between Rowood and Buyer in the matter of the agreement or resulting
agreements and/or related claims.

Annex I to the General Terms and Conditions of Sale and Delivery of Rowood B.V.

CONFIDENTIALITY AGREEMENT

THE UNDERSIGNED

(1)
The private limited liability company Rowood B.V., having its registered office in Ridderkerk and its business address at Laantje 8 (2987 VR), registered with the Dutch Chamber of Commerce under number 24158598, hereinafter referred to as: “Rowood”,

and

(2)________________ a [public limited liability company/private limited liability company], incorporated under the laws of __________________, having its registered office in __________________ and its business address at __________________ (“Recipient”);

WHEREAS:

(A)
Rowood owns and possesses valuable commercial information which it considers confidential in relation to an agreement concluded with the Recipient for the sale and delivery of wood products (the “Confidential Information”).

(B)
The Recipient wishes to obtain knowledge of the Confidential Information for the purpose of verifying the origin of the wood contained in the wood products delivered under the aforementioned purchase agreement.

(C)
Rowood is not willing to disclose such Confidential Information to the Recipient without adequate safeguards being put in place as set out in this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows.

1. Definitions

As used in this Agreement, the following terms shall have the following meanings:

1.1. “Confidential Information” means information relating to the wood products sold by Rowood, including but not limited to the (sub-)suppliers, manufacturers, (intermediary) traders, carriers and all other information relating to the supply chain, production procedures and commercial information (including quantities and prices) of Rowood, whether or not recorded in writing, which is in any way connected with the agreement referred to in recital A, which Rowood considers to be confidential in nature and which is made available to the Recipient as further specified below.

The term Confidential Information shall also include any analyses, compilations or aggregations prepared by the Recipient, or by any third party at the request of the Recipient, in connection with the Confidential Information made available to the Recipient as further specified below.

1.2. “Affiliated Persons” means any director, chairman, employee, representative, agent, supplier or consultant of either Party or of any of their Affiliated Persons, as well as any person or entity that directly or indirectly controls, is controlled by, or is under common control with such person.

2. Disclosure, Use and Confidentiality of Confidential Information

2.1. Rowood shall provide Confidential Information to the Recipient solely for the purpose referred to in recital B. The Recipient accepts such Confidential Information subject to the terms and conditions set out in this Agreement.

2.2. The Recipient shall keep the Confidential Information strictly confidential.

2.3. With respect to the Confidential Information, the Recipient shall observe all security measures, duties of care and safeguards necessary to ensure the confidentiality and secrecy of the Confidential Information. The Recipient shall inform all Affiliated Persons who are in any way involved with the Confidential Information of the above obligations and shall require them to strictly comply with the provisions of this Agreement.

2.4. With respect to the Confidential Information, the Recipient specifically undertakes:

a. not to use the Confidential Information for any purpose other than verifying the origin of the delivered wood;

b. for a period of five (5) years from the date on which the Confidential Information is disclosed, not to purchase wood products, either directly or indirectly (through another party), from the suppliers or factories identified through the Confidential Information.

This obligation shall not apply to any supplier or factory in respect of which the Recipient can provide documented evidence that it had already placed one or more orders with such supplier or factory during the three-year period preceding the conclusion of this Agreement, provided that the Recipient notifies Rowood of this in writing within thirty (30) days after receiving the Confidential Information.

2.5. During the term of this Agreement and at all times after its termination, the Recipient shall take all necessary measures to prevent the Recipient and its Affiliated Persons, or any third party that has obtained the same Confidential Information from the Recipient or its Affiliated Persons, from disclosing or using the Confidential Information in any manner whatsoever, directly or indirectly, to or for any person for any purpose other than that set out in this Agreement.

2.6. The purpose of this Agreement is to ensure the confidentiality of the Confidential Information.

3. Deletion or Destruction of Confidential Information

3.1. All Confidential Information that the Recipient no longer requires at any time during the term of this Agreement shall be deleted or destroyed by the Recipient.

4. Exceptions to Confidentiality

4.1. The provisions set out in this Agreement shall not apply to Confidential Information:

(a) which is currently, or subsequently becomes, part of the public domain through no fault or attributable act or omission of the Recipient or its Affiliated Persons; or

(b) in respect of which the Recipient can demonstrate by means of documentation or other clear and convincing evidence that it lawfully possessed such information prior to receiving the Confidential Information from Rowood; or

(c) which was obtained in good faith, or which is subsequently obtained by the Recipient without the Recipient being subject to any confidentiality obligation towards Rowood in respect thereof, and which did not originate, either directly or indirectly, from the Recipient.

4.2. If the Recipient believes that it is not bound by this Agreement with respect to the Confidential Information provided, or any part thereof:

(i) because it falls within Article 4.1(b), the Recipient shall notify Rowood thereof in writing within thirty (30) days after receiving the Confidential Information from Rowood, supported by documentary evidence; or

(ii) if it believes that it falls within Article 4.1(a) or Article 4.1(c), it shall notify Rowood thereof in writing, supported by documentary evidence, within thirty (30) days after the date on which the Recipient discovers that it is not bound by this Agreement because it satisfies the requirements of Article 4.1(a) or Article 4.1(c).

If the Recipient fails to notify Rowood of the aforementioned facts in a timely manner, or fails to notify Rowood at all, the Recipient shall not be entitled to rely on Article 4.

5. Remedies Available to Rowood

5.1. The Recipient acknowledges that the remedies available to Rowood against the Recipient in the event of an attributable breach of this Agreement are insufficient to fully compensate Rowood for the resulting loss.

5.2. For each breach by the Recipient of any obligation arising from this Agreement, the Recipient shall forfeit to Rowood a contractual penalty of EUR 50,000, increased by EUR 5,000 for each day that the breach continues.

Such contractual penalty shall be without prejudice to Rowood's right to claim compensation for the actual loss suffered or to pursue any other legal remedies.

6. Governing Law

6.1. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands.

7. Disputes

7.1. The courts of Rotterdam, the Netherlands, shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.

8. Term of this Agreement

8.1. Rowood shall be entitled at any time to decide not to disclose any Confidential Information and to request the return of all Confidential Information already disclosed.

This Agreement shall be entered into for a period of twelve (12) months commencing on the day following the date of signature of this Agreement.

Either Party may terminate this Agreement at any time by notifying the other Party thereof in writing.

8.2. Upon expiry or early termination of this Agreement, the Recipient shall return, or procure the return of, the Confidential Information to Rowood.

Upon expiry or early termination of this Agreement, the Recipient shall no longer be permitted to use any Confidential Information, unless the Parties have entered into a replacement written agreement expressly specifying how the Confidential Information is to be retained and used by the Recipient.

8.3. Rescission of this Agreement is excluded.

9. Notices

9.1. Any notice given by either Party to the other Party shall be made in writing (with prior notification by email) and shall be deemed to have been received by the other Party within five (5) business days after being sent by registered mail with acknowledgement of receipt.

Such notice shall be sent to the address stated above, unless one Party has notified the other Party in writing of a different address. In the latter case, the notice shall be sent to such different address.

10. Interpretation

10.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, arrangements, negotiations and understandings between the Parties relating to the subject matter set out in this Agreement.

10.2. A waiver of any provision or condition of this Agreement, whether by conduct or otherwise, shall not constitute a waiver of any other provision or condition.

10.3. No supplement, amendment or modification of any provision or condition of this Agreement shall be binding or enforceable unless agreed in writing by the Parties.

10.4. This Agreement shall not be terminated solely because any provision is declared null and void or unenforceable.

If any provision or condition is declared invalid or unenforceable, the remaining provisions or conditions shall remain in full force and effect, and the invalid or unenforceable provision or condition shall be replaced by a provision or condition that is valid and enforceable and that most closely reflects the intention of the invalid or unenforceable provision or condition.

THUS AGREED AND SIGNED BY:

For and on behalf of Rowood B.V.

For and on behalf of Recipient

Name: __________________

Title: __________________

Date: __________________

Signature: ______________

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Confidentiality Agreement (NDA)