Vetmarx B.V. Terms and Conditions

Article 1 – Applicability 1.1 In these General Terms and Conditions, the term “Vetmarx” means Vetmarx BV and all its affiliated legal entities and companies that use these General Terms and Conditions with the consent of Vetmarx BV, and the term “Customer” means all legal entities and companies to whom an offer has been made and/or with whom an agreement has been or is being concluded. 1.2 These General Terms and Conditions apply to all offers made by and agreements entered into with Vetmarx. Only deviations from these General Terms and Conditions that have been accepted in writing by Vetmarx shall be valid. The Customer’s general terms and conditions shall not apply to offers made by and agreements entered into with Vetmarx. 1.3 The invalidity or nullity of one or more provisions of these General Terms and Conditions shall not affect the applicability of the other provisions of these General Terms and Conditions. Vetmarx and the Customer shall consult with a view to replacing any invalid or void provisions of these General Terms and Conditions with provisions that, as far as possible, approximate the objectives and the intended meaning and effect of the invalid or void provisions.

Article 2 – Offer and Contract

2.1 All offers made by Vetmarx are non-binding and may be withdrawn or amended by Vetmarx within 7 calendar days of Vetmarx being notified of the acceptance of its offer. Any errors or omissions in an offer, in advice or in recommendations provided by Vetmarx in the context of an offer or in general information not intended exclusively for the Customer shall not be binding on Vetmarx.

2.2 An offer from Vetmarx remains valid for 14 calendar days after it has been sent by Vetmarx, unless the offer specifies a different period of validity or the period of validity has been extended in writing by Vetmarx before it expires.

2.3 If an offer requested by the Customer from Vetmarx has not resulted in a contract between Vetmarx and the Customer, the Customer is obliged to reimburse Vetmarx for the costs incurred by Vetmarx in connection with the offer.

2.4 Where Vetmarx has made an offer, a contract between Vetmarx and the Customer is only concluded upon the Customer’s unconditional acceptance of Vetmarx’s offer or upon Vetmarx’s fulfilment of an order placed by the Customer. Only Vetmarx’s offer or Vetmarx’s invoice for the fulfilment of the order shall be deemed to accurately reflect the terms of the contract.

2.5 If Vetmarx has not made an offer, a contract is only formed through Vetmarx’s written acceptance of, or fulfilment of, an order placed by the Customer. Only Vetmarx’s written acceptance of the order, or Vetmarx’s invoice for the fulfilment of the order, shall be deemed to accurately reflect the terms of the contract.

2.6 The Customer is obliged to inform Vetmarx in good time of all specifications, laws, regulations and standards with which the goods to be supplied by Vetmarx and (the result of) the services to be provided by Vetmarx must comply.

2.7 Amendments to and/or additions to the agreement shall only be valid once such amendments and/or additions have been unequivocally accepted in writing by Vetmarx and the Customer.

2.8 The Customer is only entitled to cancel or terminate the agreement if this has been agreed in writing or if the Customer derives that right from binding and applicable legislation. If the Customer (properly) cancels or terminates the agreement, the Customer is simultaneously obliged to return all goods and rights supplied under the agreement, to cease exercising the rights granted under the agreement, and to reimburse Vetmarx for the costs incurred by Vetmarx in connection with the offer, the conclusion and the performance of the agreement.

2.9 Vetmarx is entitled to terminate the agreement unilaterally, in whole or in part, with immediate effect and/or to suspend the performance of obligations arising from the agreement, in whole or in part, with immediate effect, if one or more of the following events occur: a. the Customer has failed, through its own fault, to fulfil one or more obligations arising from the agreement and is in default in that respect; b. the filing of an application for a (provisional) suspension of payments against the Customer; c. the filing of a petition for the (provisional) declaration of the Client’s bankruptcy; d. an enforcement attachment imposed on Vetmarx on behalf of the Client; e. the passing of a resolution to dissolve and/or wind up the Customer; f. the transfer of one or more shares in the Customer’s capital to parties other than the shareholder(s) at the time the agreement was entered into; g. the full or partial transfer of the business by the Customer to one or more other parties. The Customer is obliged to notify Vetmarx immediately of the occurrence of any of the events referred to in this article.

2.10 Vetmarx shall never be liable to the Customer for any damages arising from the termination of the agreement or the suspension of the obligations arising from the agreement on the basis of the events referred to in Article 2.9 above.

2.11 If the contract has been terminated, the services which the Customer has already received in the course of the performance of the contract and the Customer’s associated payment obligations are not subject to the obligation to reverse services already received, unless Vetmarx is in default with regard to such performance. All amounts invoiced by Vetmarx prior to or at the time of the termination of the agreement are immediately payable by the Customer following termination.

2.12 The Customer is not entitled to suspend payment obligations towards Vetmarx and/or to set them off against Vetmarx’s obligations towards the Customer.

Article 3 – Supply of goods and provision of services

3.1 Unless another location has been agreed, the supply of goods and the provision of services by Vetmarx shall take place at Vetmarx’s business premises. Vetmarx is not obliged to supply goods or provide services at any location other than the agreed location.

3.2 In the event of insufficient stock, orders shall be supplied in phases; Vetmarx shall be entitled to postpone the fulfilment of subsequent phase(s) until the Customer has approved the results of the previous order in writing.

3.3 All timeframes specified by Vetmarx are determined to the best of Vetmarx’s knowledge on the basis of the information known to Vetmarx at the time the agreement was concluded; they do not form an essential part of the agreement and Vetmarx shall endeavour to comply with them as far as possible. Vetmarx shall not be in default merely because a deadline has been exceeded, and the Customer may not derive any right to cancel the contract in whole or in part merely because a deadline announced by Vetmarx has been exceeded. Deadlines shall not apply if they cannot be met due to circumstances beyond Vetmarx’s control which arose after the conclusion of the contract.

3.4 The Customer is obliged to take delivery of and accept the goods to be supplied and the services to be provided within the agreed timeframes. If no timeframes have been agreed, the Customer is obliged to take delivery of and accept the goods to be supplied and the services to be provided upon Vetmarx’s first request. In the event of failure to comply with the obligations set out in this Article 3.4, the Customer shall immediately be in default.

3.5 The Customer is obliged to check the soundness of the goods supplied by Vetmarx and the results of the services provided by Vetmarx upon delivery, and to notify Vetmarx at the time of delivery of any suspected defect in the goods supplied by Vetmarx. All goods supplied by Vetmarx and the results of services provided by Vetmarx which are retained by the Customer or by an agent of the Customer for 7 calendar days after delivery without objection, or which have been taken, used, processed or supplied to others in whole or in part, shall be deemed to comply with the contract.

3.6 If Vetmarx supplies goods and/or services to the Customer that have been manufactured and/or supplied by third parties, the terms and conditions of the manufacturer, subcontractor or supplier of the goods or services shall apply with regard to (the fitness for purpose of) those goods or services, in addition to and taking precedence over the

contract between Vetmarx and the Customer (including these General Terms and Conditions).

3.7 Without prejudice to the Clauses 3.4 and 5.1, the goods to be delivered by Vetmarx shall be for the risk of the Customer as from the moment on which (an auxiliary person of) the Customer has the actual power over those goods, or as from the failure of the Customer to accept and take receipt of the goods to be delivered by Vetmarx.

3.8 Vetmarx shall not be held to accept any goods returned by the Customer to Vetmarx. If Vetmarx accepts any goods returned by the Customer to Vetmarx this shall not imply any acknowledgement by Vetmarx of the reason for returning the relevant goods. The Customer shall be due the agreed compensation until Vetmarx has credited the Customer for those goods. If Vetmarx does not accept returned goods, the Customer shall be held to reimburse to Vetmarx any costs incurred by Vetmarx in connection with the returned goods.

3.9 Vetmarx shall have the right to let services be carried out in full or in part by one or more others (then one or more specific persons) with the same qualifications.

Article 4 – Price and payment

4.1 All prices and rates quoted by Vetmarx are exclusive of VAT, other levies and government charges, and other amounts payable to third parties, and exclusive of costs of transport, dispatch, shipping, import, export, storage and insurance. Prices and rates in a quotation not intended exclusively for the customer are not binding on Vetmarx. No one else may derive any rights from prices and rates stated in an offer intended for the customer. 4.2 Vetmarx is entitled to amend agreed prices and rates – with immediate effect – in line with the consumer price index (CBS). Any amendment to agreed prices and rates shall not affect the agreement.

4.3 The costs of implementing changes and/or additions to the contract requested by the customer and accepted by Vetmarx shall be borne by the customer. Should unforeseen circumstances arise during the performance of the contract which were not foreseeable at the time the contract was concluded, any additional costs resulting therefrom shall be borne by the customer.

4.4 Invoices from Vetmarx must be paid in euros in accordance with the payment terms stated on the Vetmarx invoice. If no payment term is specified, the invoice must be paid within 14 calendar days of the invoice date.

4.5 If the Customer has not paid the amounts due within the applicable period, the Customer shall be immediately in default and shall owe statutory interest on the outstanding amounts. If the Customer fails to pay the amounts due after receipt of a first demand for payment, the Customer shall be liable for the costs of legal assistance incurred by Vetmarx both in and out of court (including unliquidated legal costs) and any court fees payable to Vetmarx.

4.6 Vetmarx shall be entitled to apply payments received from the Customer, irrespective of any contrary instructions from the Customer, first towards payment of claims that do not arise from the Agreement and claims arising from the Customer's failure to fulfil its obligations under the Agreement.

4.7 The Customer shall not be entitled to suspend its payment obligations towards Vetmarx and/or set off such obligations against any obligations of Vetmarx towards the Customer.

4.8 At Vetmarx's first request, the Customer shall be required to insure and keep insured all claims arising from the Agreement. If the Customer fails to adequately insure and keep insured the payment or performance of such claims, Vetmarx shall be entitled to suspend its obligations towards the Customer in full and/or not to perform them at all.

4.9 PLEASE NOTE: The prices shown for the products you have ordered in your shopping basket include VAT. However, the price shown for shipping costs excludes VAT. The VAT applicable to the shipping costs is stated on the invoice you receive by email. This VAT is added to the amount shown in your shopping basket. The amount paid by you includes all costs.

Article 5 – Retention of Title

5.1 All goods to be delivered by Vetmarx under the Agreement shall always be delivered to the Customer subject to the suspensive condition that all amounts owed to Vetmarx in respect thereof, as well as all amounts or sums of money owed in connection with the non-performance of the Agreement, including all amounts due pursuant to Clauses 4.4 and 4.5, have been paid to Vetmarx in full. Until full payment has been made, the Customer shall not have the power to dispose of goods delivered subject to the suspensive condition referred to in this Article 5.1 and shall be obliged to inform interested parties, including intended or future legal successors, of this lack of authority to dispose of such goods.

Article 6 – Liability and Damages

6.1 Vetmarx's liabilities and statutory obligations to pay damages shall be limited by Articles 6.1 to 6.5. Clauses 6.1 to 6.5 shall apply mutatis mutandis to claims made by the Customer against Vetmarx. Vetmarx's auxiliary persons shall be entitled to invoke Articles 6.1 to 6.5 against the Customer.

6.2 Vetmarx shall only be liable for failures in performance attributable to Vetmarx as a result of wilful misconduct or gross negligence on the part of Vetmarx. Failures in performance attributable to Vetmarx shall in no event include acts or omissions of auxiliary persons or the use of (unsuitable) auxiliary materials.

6.3 Vetmarx's liability may only arise after the Customer has immediately notified Vetmarx of the default following delivery or, in the event of a failure in performance that could not be detected upon delivery, immediately following discovery of the failure in performance, by means of a registered letter, and after the Customer has granted Vetmarx a reasonable period in which to remedy the failure in performance.

6.4 Any obligation of Vetmarx to pay damages shall be limited to compensation for direct loss, up to a maximum amount equal to the agreed price, excluding VAT and other government levies, insofar as these have been paid by the Customer. Under no circumstances shall the damages payable by Vetmarx exceed the amount paid out under Vetmarx's liability insurance in connection with the relevant obligation to pay damages. Under no circumstances shall Vetmarx be liable for compensation for non-material or indirect loss, such as consequential loss, loss of turnover, and loss resulting from loss of time, loss of data and/or failure to realise financial benefits.

6.5 The Customer shall indemnify Vetmarx against third-party claims arising from and/or relating to goods supplied by Vetmarx and/or services provided by Vetmarx under the Agreement. The Customer shall indemnify Vetmarx against third-party claims based on product liability in respect of goods supplied by the Customer to third parties which also consist of goods supplied by Vetmarx to the Customer, unless the liability has been caused exclusively by goods supplied by Vetmarx. The Customer shall indemnify Vetmarx against the consequences of the use of specifications originating from and/or prescribed by the Customer.

Article 7 – Force Majeure

7.1 If Vetmarx is temporarily unable to perform the Agreement due to force majeure, it shall be entitled to suspend performance of the Agreement, in whole or in part, for as long as the force majeure continues. If Vetmarx is permanently unable to perform the Agreement due to force majeure, it shall be entitled to cancel the Agreement, in whole or in part, with immediate effect. Force majeure shall include, among other things, failures in performance by Vetmarx's suppliers and/or other auxiliary persons, production interruptions, work stoppages and excessive employee absenteeism due to illness and/or absenteeism among other auxiliary persons, government measures and weather conditions.

7.2 If Vetmarx is temporarily or permanently unable to perform the Agreement due to force majeure, the Customer shall not be entitled to demand performance of the Agreement, dissolution of the Agreement and/or compensation from Vetmarx.

Article 8 – Intellectual Property Rights

8.1 All intellectual property rights relating to goods and other products supplied and/or delivered in accordance with, under and/or in connection with the Agreement (including but not limited to texts, drawings, analyses, reports, methods, technologies, computer software, databases and documentation) shall vest exclusively in Vetmarx and/or its licensor(s), unless otherwise agreed in writing. The Customer shall refrain from removing, modifying or tampering with marks or notices relating to intellectual property rights.

8.2 If and insofar as goods have been supplied in respect of which intellectual property rights are held by parties other than Vetmarx, the terms and conditions of the relevant owner(s) shall apply to such goods instead of any provisions in these General Terms and Conditions relating to such goods, insofar as they deviate therefrom. The Customer accepts all third-party terms and conditions referred to in this Article 8.2, of which the Customer could have become aware by requesting Vetmarx to provide them to the Customer.

8.3 Without prejudice to Article 6, Vetmarx shall indemnify the Customer against third-party claims based on the allegation that the Customer infringes the intellectual property rights of such third parties through the use of goods supplied, provided that the Customer immediately notifies Vetmarx in writing of the existence and contents of the relevant claims, leaves the handling of such claims entirely to Vetmarx and follows Vetmarx's instructions. This indemnification obligation shall lapse if and insofar as the supplied goods have been modified by a party other than Vetmarx. If the infringement of intellectual property rights referred to above in this Clause 8.3 is irrevocably established by a court or irrevocably acknowledged by Vetmarx, Vetmarx shall take back the relevant goods from the Customer against (re)payment of the purchase price, or enable the Customer to continue using the relevant goods or functionally equivalent goods while maintaining the Agreement. Vetmarx shall have no liability in any other and/or further respect, nor shall it be obliged to indemnify the Customer.

8.4 The Customer shall indemnify Vetmarx against third-party claims based on the allegation that Vetmarx infringes third-party intellectual property rights through the use of products supplied to the Customer, and shall perform all obligations of Vetmarx arising from such claims as its own obligations and compensate Vetmarx for any loss arising from such claims.

Article 9 – Confidential Information and Non-Competition

9.1 The Customer guarantees that third parties will not be able to gain access, through acts and/or omissions on their part and/or on the part of their employees and/or other auxiliary persons, to confidential information provided by Vetmarx, received from Vetmarx and/or arising from the performance of the Agreement. Information shall in any event be regarded as confidential if the relevant information has been designated as such by Vetmarx.

9.2 During the term of the Agreement and for one year following its termination, the Customer shall not, without Vetmarx's prior consent, employ any employees and/or other auxiliary persons of Vetmarx or engage in economic activities involving employees and/or other auxiliary persons of Vetmarx who are involved in the (performance of the) Agreement.

9.3 In the event of a breach of Article 9.1 and/or Article 9.2, the Customer shall be in default by operation of law and automatically and shall owe Vetmarx an immediately due and payable penalty of EUR 75,000.00 for each breach and EUR 2,500.00 for each day that the breach continues, without prejudice to the Customer's obligation to cease and remedy each breach, compensate Vetmarx for all loss arising from a breach, and render an account to Vetmarx and transfer to Vetmarx any benefit arising from the breach.

Article 10 – Miscellaneous

10.1 Electronic statements and/or legal acts shall not qualify as statements and legal acts for which the Agreement or these General Terms and Conditions require written form.

10.2 The Customer shall keep Vetmarx informed of the Customer's correct name and address and shall immediately notify Vetmarx in writing of any changes to the Customer's name and address.

10.3 Offers made by Vetmarx and agreements with Vetmarx shall be governed exclusively by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply to offers made by Vetmarx or agreements with Vetmarx.

10.4 The competent court in the judicial district of Amsterdam, the Netherlands, shall have jurisdiction and shall have exclusive jurisdiction to hear and determine all disputes arising directly or indirectly from the Agreement.

Vetmarx BV, Breukelen, The Netherlands