General Terms & Conditions Connect CPG B.V.

GENERAL TERMS AND CONDITIONS OF CONNECT CPG

“Agreement”: every offer, quotation and/or agreement of Connect CPG – in writing or orally – to perform any service, including but not limited to as a service provider (dienstverlener), advise, as an intermediator and/or sales agent.

“Connect CPG”: Connect CPG B.V. with its registered office in the Netherlands and its place of business in, Rotterdam, Westzeedijk 72B03 (3016 AG), and registered in the Trade Register of the Dutch Chamber of Commerce under number 93926421, including all its legal predecessors, legal successor (irrespective of title) and all its directors, other staff and third parties engaged by or acting on behalf of Connect CPG.

“GTC”: these general terms and conditions of Connect CPG.

“Customer”: any party which wishes to enter into and/or enters into an Agreement with Connect CPG, whether or not after receiving an offer/a quotation of Connect CPG.

Implementation

Connect CPG is authorized to engage third parties, such as but not limited to specialist advisers, translators, marketing, or sales agencies, for the implementation of the Agreement. Connect CPG shall not be liable for any shortcomings of any third party or if such third party is in default.
The Customer shall upon Connect CPG’s first request provide any information and document (not only in connection to any performed service) and shall cooperate fully with Connect CPG in the implementation of any service Connect CPG provides to the Customer.

Applicability and amendments of the GTC and the Agreement

The GTC apply to every Agreement. The applicability of any terms and conditions of the Customer to any Agreement are explicitly excluded. Proposed changes, amendments and/or additions by the Customer to the Agreement and/or the GTC are effective only after prior written approval of Connect CPG.
The GTC shall also apply to any (written or oral) additional or follow-up Agreements between Connect CPG and the Customer.
Connect CPG is entitled to unilaterally change the GTC. If Connect CPG exercises this entitlement, the Customer has the right to terminate the Agreement.
Connect CPG is entitled to unilaterally, without prior notification or approval of the Customer, increase its fees and prices annually with an automatic indexation on the basis of the Dutch consumer price index (CPI) of each year.
The provisions of these GTC and of the Agreement shall continue to apply for the benefit of Connect CPG even after a termination of the Agreement(s).

Liability and indemnifications

Connect CPG shall perform any service to its best endeavours and shall never be an obligated to achieve a specific result. All operations and activities shall be at the Customer's expense and risk.
Connect CPG shall bear no liability for damage under the Agreement, including but not limited to any damage resulting from extra-contractual liability such as tort (onrechtmatige daad) related to the Agreement and/or from the infringement of any intellectual or industrial property rights, licences, or other rights of third parties. Intellectual property rights include but are not limited to any rights related to Customer products, related sales materials or any part thereof, which infringe any copyright, trademark, design or any other intellectual property right of any person that is in the process or existence as of the effective date, or is libelous, slanderous or defamatory. Liability of Connect CPG shall always be limited to the amount which can be claimed in the particular case under the professional liability insurance taken out by Connect CPG, but only for direct damage and the amount of damages shall never exceed the amount of fees paid and/or owed by the client for the specific services provided under the services contract from which the errors resulted. Connect CPG shall not be held liable for any consequential, indirect or punitive damage and/or loss of profit. Any rights of action and other powers of whatever nature with respect to Connect CPG arising related to the Agreement in any way, shall lapse after one year from the date on which the damage or loss for which Connect CPG is held liable first manifested itself and in any event after five years from the date on which the event causing the damage or loss occurred.
Connect CPG shall bear no liability for damage under the Agreement, including but not limited to any damage resulting from extra-contractual liability relating to this Agreement, for any of the Customer products that are defective in terms of quality, or have health or safety risks or in the event of confiscation by customs authorities, other customs measures, damage or loss of/to the products during transportation.
Connect CPG shall not be liable for any damage resulting from any advice given, the Customer's failure to comply with regulations, or agreements concluded between the Customer and third parties or the acts of Connect CPG in the capacity of intermediary and/or in case the Customer provided Connect CPG information which is incorrect and which information was used by Connect CPG for the performance of any service.
Connect CPG's liability shall never include business damage, consequential losses or any other indirect damage including but not limited to costs incurred or lost revenue, such as loss of products during transport, damages due to policy changes, divestments, or incurred fines.
Connect CPG is entitled to accept, on behalf of the Customer, limitations of liability stipulated by third parties.
The Customer indemnifies Connect CPG against:
1. any claims of third parties, including the costs incurred, which are in any way connected to the services and other activities performed for the Customer; and
2. all possible forms of product liability claims, recall procedures, and other incidents involving the (transportation of) products.
In addition to providing the aforementioned indemnities, the Customer not shall also actively cooperate in effecting such indemnity. Additionally, the Customer shall, upon Connect CPG's request, assist in finding and implementing solutions in relation to the claims for which the indemnity is given.
If at any time the Customer learns or should have learned that a (potential) action is being taken against it or against Connect CPG, the Customer shall in these cases inform Connect CPG immediately and, in any case, within three days. The Customer shall make every effort to prevent any action from being initiated against Connect CPG before any damage is incurred.
If Connect CPG fails to comply with any obligation under the Agreement properly, in full and/or in time, or exceeds any agreed periods or deadlines it shall not to be in default. Default will only occur if the failure to meet the deadline is attributable to Connect CPG and it fails to meet its obligations as set out in the Agreement within a reasonable (extended) time.
In the event that the Customer fails to fulfil any of its obligations under the Agreement, all invoices, including those yet to be issued, shall become immediately due and payable. The Customer shall be liable for the full amount of the Agreement.
If the Customer fails to fulfil its obligations under the Agreement, it shall also be liable for any damages suffered by Connect CPG or its affiliated third parties as a result thereof.
Connect CPG (and vice versa the Customer) reserves the right to suspend its services in the event of the Customer’s non-performance

Connect CPG (and vice versa the Customer) is entitled to terminate the Agreement if the Customer fails to comply with any of its obligations.

Sale of goods

The provisions in the GTC also apply to any sale and/or delivery of goods by Connect CPG. The provisions in 19 – 21 of the GTC only apply in the event of sale and/or delivery of goods by/or on behalf of Connect CPG. These provisions apply in addition the other provisions of these GTC and/or the Agreement.
Connect CPG retains title and or ownership to all goods supplied/delivered until the purchase price of all goods has been paid in full, including any interest owed, disbursements incurred and costs.
If a (customer of) Customer supplies Connect CPG with goods, Customer shall indemnify and hold Connect CPG harmless against any liability and for all damages, including damages resulting from products liabilities as defined in Sections 6:185 to 6:193 Duch Civil Code (“DCC”). This indemnity shall also apply to all claims for damages below the amount referred to in Section 6:190 DCC.

Intellectual property

The Customer retains its right, title and interest in and to all patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets.
Connect CPG reserves all intellectual property rights that it created and developed within the framework of the execution of the Agreement. The Customer is prohibited to reproduce, publish or use, whether alone or involving third parties, those intellectual properties, including systems designs, working methods, opinions, customer files, customs contacts, and marketing strategies, brands and logos and other products of the intellect, all in the broadest sense of these words. These products may not be reproduced or published or used for (commercial) purposes without Connect CPG’s prior written consent. The Customer has the right to reproduce written documents for its own internal use insofar as this is in line with the purpose of this Agreement. This provision shall apply mutatis mutandis if the Agreement is terminated. Upon termination of the Agreement, Connect CPG may submit a written request to return, within a reasonable period, all documentation to which Connect CPG holds the intellectual property rights.

Suspension and termination

If the Customer fails to perform any obligations under the Agreement (including to perform any obligation in time), Connect CPG is entitled to suspend (opschorten) its performance of any service and/or obligations under the Agreement.
Connect CPG (and vice versa the Customer) is entitled to terminate the Agreement (in whole or in part) effective immediately, without prior written notice to be required if the Customer fails to perform any obligations under the Agreement (including to perform any obligation in time), and/or in the event a Customer:

files a petition for liquidation (including bankruptcy), its liquidation (including bankruptcy) is requested, is placed into liquidation (including bankruptcy), assigns its estate, applies for a moratorium on payments, or part of the Customer's assets are attached (beslagen), and this is not reported within ten days of attachment (beslaglegging);
fails to pay an invoice amount or any part thereof within the specified term; or
discontinues its business or a significant part thereof or decides to do so.

The Customer shall also indemnify Connect CPG against the consequences of claims brought by any end-user, purchaser, or consumer based on defects in or damage to goods that were sold and delivered by the Customer to Connect CPG, and subsequently resold and delivered by Connect CPG. Connect CPG shall furthermore have the right of recourse against the Customer as referred to in Sections 7:25 and 7:24 of the Dutch Civil Code. This indemnity shall also apply to claims below the amount of EUR 500 referred to in Sections 6:190 and 7:24 of the Dutch Civil Code.

Payment

Connect CPG is entitled to request a retainer fee or an advance payment to cover for future services. Connect CPG is entitled to postpone (continuation of) the execution of the commission until the retainer of advance payment is received.
Invoices of Connect CPG must be paid by the Customer within 14 days, failing which the Customer shall be in default. After the expiry of the term specified, Connect CPG may charge the Customer compensation for loss of interest or cost of expenses of 1.5% per month without prejudice to the right to claim full compensation for damages and without prejudice to any other rights that Connect CPG may have.
Connect CPG is entitled to incur extrajudicial collection costs and to settle them in accordance with the BIG tariff schedule.
The Customer may not set off (verrekenen) counterclaims it has against Connect CPG, except if Connect CPG gives written consent for such offset.
The Customer waives its right to invoke any right to suspend (opschorting) its obligations under the Agreement.

Notices, information, statements and samples

Notices, information, statements, and samples made or supplied by Connect CPG, in any form or nature, shall be indicative only and shall not bind Connect CPG unless the Agreement explicitly states otherwise.

Miscellaneous

The legal relationship between the Customer and Connect CPG is governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is disapplied.
Any disputes arising from the legal relationship between the Customer and Connect CPG, including the applicability of the GTC and the Agreement (including the creation of the Agreement), will be exclusively settled by the competent court in Amsterdam, the Netherlands.
If any provision of the Agreement and/or the GTC is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of the Agreement and/or GTC nor the legality, validity or enforceability of such provision under the law of any jurisdiction will in any way be affected or impaired, such provision shall be given the meaning as close as possible to the original intent and purpose of that provision.
The GTC may be inspected at the premises of Connect CPG (Westzeedijk 72B03 (3016 AG) Rotterdam, The Netherlands), and will be provided upon request and may be reviewed and available for download trough the Connect CPG website.

Last updated: 12th of June 2025