GENERAL TERMS AND CONDITIONS OF PURCHASE AND DELIVERY

Black Sheep Retail Products B.V.
Version 12 January 2024

Article 1 – Definitions

In these general terms and conditions of purchase and delivery, the following definitions apply:
Agreement: all agreements between BSRP and the Customer relating to the development, production, import and export and trade of products, as well as keeping stock for delivery, all in the broadest sense of the word, whether in the form of an offer from BSRP accepted by the Customer or otherwise, including all other assignments from the Customer to BSRP and any (legal) acts related thereto.
BSRP: Black Sheep Retail Products B.V., with its registered office in Ederveen, registered with the Dutch Chamber of Commerce under number 09165341 and/or its affiliates.
Consumer: a natural person not acting in the exercise of a profession or business.
Customer: any party to whom BSRP supplies or has agreed to supply goods and/or services, as well as any party that has issued any other instruction to BSRP.

Article 2 – Applicability

1. These General Terms and Conditions apply to all offers and quotations from BSRP, to the Agreement, and to all (legal) acts relating thereto.
2. By placing an order, accepting an offer, or entering into an Agreement, the Customer unconditionally accepts these General Terms and Conditions.
3. The Customer’s general terms and conditions are expressly excluded.
4. If the contents of the Agreement differ from these General Terms and Conditions, the provisions of the Agreement shall prevail.
5. If one or more provisions of these General Terms and Conditions are invalid, this does not affect the validity of the remaining provisions. The parties shall replace the invalid provision with one that best reflects its original intent.
6. BSRP is entitled to amend or supplement these conditions. The Customer accepts such changes in advance. Amendments shall take effect on the date announced by BSRP or upon notification to the Customer. If the Customer is a Consumer, they may terminate the Agreement in that case.

Article 3 – Offers and Quotations

1. All offers and quotations by BSRP are non-binding and may be withdrawn at any time, even if a deadline for acceptance is stated.
2. Oral promises or quotations by BSRP representatives or third parties engaged by BSRP are binding only if confirmed in writing.
3. If the Customer is not a Consumer, Articles 6:227b(1) and 6:227c of the Dutch Civil Code do not apply.
4. Offers, quotations, and prices do not automatically apply to repeat or follow-up orders unless expressly agreed otherwise.

Article 4 – Formation of the Agreement

1. An Agreement is concluded after written confirmation by the Customer of a BSRP offer or written acceptance by BSRP of an order from the Customer.
2. In the absence of such confirmation, a BSRP invoice shall serve as order confirmation.
3. Any acceptance by the Customer that deviates from a prior offer constitutes a rejection and a new non-binding offer, even if the deviation is minor.
4. Changes or cancellations by the Customer require BSRP’s prior written consent and reimbursement of incurred costs. BSRP may charge additional costs and revise delivery times accordingly.
5. Examples in brochures, quotations, promotional material, or the website are indicative only. No rights may be derived from them.

Article 5 – Prices

1. All price quotations are non-binding unless expressly agreed otherwise in writing.
2. Prices are exclusive of VAT.
3. BSRP may pass on price changes (e.g. in raw materials, taxes, shipping). The Customer must accept this, unless they are a Consumer.
4. If prices are based on incorrect or incomplete information from the Customer, BSRP may revise the price and/or delivery time.

Article 6 – Payment

1. Invoices must be paid within the agreed term, or if none is agreed, within 14 calendar days of the invoice date, without deduction or set-off. Consumers may apply set-off.
2. Late payment automatically puts the Customer in default and BSRP may charge statutory (commercial) interest from the due date.
3. Non-Consumer Customers must pay all legal and extrajudicial collection costs, set at 15% of the principal amount with a minimum of €500.
4. Non-Consumer Customers may not suspend their payment obligations.
5. BSRP may require advance payment or security and suspend performance until fulfilled.

Article 7 – Delivery of Goods

1. Delivery times are indicative, not strict deadlines. Delay does not constitute default.
2. If a strict deadline was agreed and BSRP fails to deliver, the Customer must provide a written notice of default and a grace period of at least 30 calendar days.
3. If delays are due to changes or third-party issues, delivery times are extended accordingly.
4. Delays caused by the Customer (e.g. non-payment) also extend delivery time, without prejudice to BSRP’s right to terminate the Agreement.
5. BSRP may deliver in instalments and invoice these separately.

Article 8 – Transfer of Risk and Transport

1. Unless agreed otherwise, the risk passes to the Customer when the goods leave BSRP’s warehouse.
2. If BSRP arranges transport, the Customer must provide instructions at least five working days before delivery.
3. Loading, unloading, and transport are at the Customer’s risk and expense unless agreed otherwise. BSRP is not obligated to recover damages from third parties.
4. If the Customer arranges their own transport, they must collect the goods within three working days of notification. Late pickup allows BSRP to store the goods at the Customer’s risk and expense.

Article 9 – Execution of the Agreement

1. BSRP shall perform the Agreement to the best of its ability, but does not guarantee a particular result.
2. Delivery may be delayed if BSRP has not yet received all required data or (advance) payments.
3. If the Customer refuses or delays acceptance, all resulting costs (transport, storage) are their responsibility.

Article 10 – Customer Obligations

1. The Customer must cooperate and provide all data necessary for execution.
2. The Customer guarantees the accuracy and completeness of information provided and indemnifies BSRP against any resulting damages.
3. BSRP may use images of works or documents produced for promotional purposes without prior consent.

Article 11 – Warranties

1. BSRP ensures that goods are delivered properly and in accordance with sector standards but offers no broader warranty than explicitly agreed.
2. BSRP warrants that products will have standard quality and be sound during the warranty period.
3. Any manufacturer or supplier warranty also applies between BSRP and the Customer. BSRP will inform the Customer accordingly.
4. Consumers may not invoke a warranty until the purchase price has been fully paid.
5. If the warranty is validly invoked, BSRP may – at its discretion – repair or replace the goods free of charge, or offer a refund or discount.

Article 12 – Packaging

1. Reusable packaging remains BSRP’s property and may not be used by the Consumer for other purposes.
2. BSRP decides whether the packaging must be returned or collected and at whose expense.
3. BSRP may charge a deposit. Upon timely return, BSRP refunds this or sets it off against a future packaging fee. A 10% handling fee may be deducted.
4. If the packaging is damaged, incomplete, or destroyed, the Consumer is liable and loses their right to reimbursement.
5. If the damage exceeds the original deposit, BSRP need not take the packaging back and may charge its full cost price.
6. BSRP is not required to take back single-use packaging; disposal costs are for the Consumer’s account.

Article 13 – Retention of Title

1. BSRP retains ownership of goods until the Customer has paid all claims under this or any other agreement, including interest and costs.
2. The Customer must store goods separately and make them identifiable as BSRP property.
3. Until ownership transfers, the Customer may not rent out, sell, pledge, or encumber the goods, except as necessary in normal business operations. In such cases, a non-possessory pledge is automatically established for BSRP’s benefit.
4. In case of late payment, BSRP may repossess the goods at the Customer’s expense. The Customer must fully cooperate.

Article 14 – Complaints; Limitation Period

1. The Customer must inspect the goods immediately upon delivery for quantity, type, and packaging.
2. Complaints about these must be recorded on the transport document or delivery note.
3. Other complaints (visible/invisible defects or incorrect delivery):
   • must be submitted in writing within five (5) working days;
   • Consumers: within eight (8) calendar days for services or two (2) months after discovering a defect in goods.
     Late complaints are invalid.
4. Complaints must be clearly described. They do not suspend payment obligations.
5. If BSRP finds a complaint valid, it may repair, replace, or refund the goods/services.
6. Unauthorized returns are at the Customer’s risk and cost.
7. Use or resale of goods counts as acceptance.
8. Complaints do not entitle the Customer to suspend payment or set off.

Article 15 – Liability; Limitation

1. BSRP is not liable for damages, including personal injury, consequential loss, business interruption, or lost profits, unless caused by intent or gross negligence by BSRP’s management.
2. BSRP is not liable for defects discovered after delivery.
3. Damage from ignoring BSRP instructions is the Customer’s responsibility.
4. BSRP is not liable for manufacturing defects in third-party products delivered under the Agreement. The Customer must claim from the original supplier.
5. BSRP is not liable for damage caused by third-party information or documentation.
6. BSRP is not liable for damages resulting from Customer’s instructions.
7. Damage must be reported in writing within five (5) calendar days of occurrence or discovery. Late reports are not eligible for compensation. Claims expire:
   • for services: one (1) year after the obligation became due or damage occurred;
   • for goods: two (2) years after filing a complaint under Article 14.
8. Non-Consumer Customers indemnify BSRP against all third-party claims, unless unrelated to the Agreement.
9. BSRP’s liability is limited to the invoice amount paid by the Customer, capped by any insurance payout.

Article 16 – Intellectual Property

1. All IP rights relating to the goods remain with BSRP. Duplication, publication, or reproduction is prohibited without written consent.
2. Goods must be traded under BSRP’s brand, logo, name, and specifications as delivered. Alterations are not allowed.
3. The Customer indemnifies BSRP against third-party claims regarding goods produced per the Customer’s request.
4. The Agreement does not include any IP transfer.

Article 17 – Confidentiality

1. All information deemed confidential by BSRP must remain confidential. This obligation extends to Customer’s employees and engaged third parties.
2. This duty does not apply if disclosure is legally required or mandated by a court/government authority.

Article 18 – Force Majeure

1. In the event of force majeure (as per Article 6:75 of the Dutch Civil Code), the Agreement is suspended wholly or partially without liability for BSRP.
2. Force majeure (e.g. fire, natural disasters, epidemics, war, strikes) makes execution impracticable. In such case, BSRP is not liable and will consult the Customer to amend the Agreement.
3. If force majeure lasts or is expected to last more than three (3) months, the Customer may terminate the Agreement immediately via registered mail without compensation.

Article 19 – Suspension; Termination

1. Only BSRP and Consumers may suspend or terminate (part of) the Agreement without court intervention if:
   • either party fails to fulfil obligations;
   • bankruptcy or suspension of payment is filed or granted;
   • one party is placed under guardianship or administration;
   • the business is sold or liquidated;
   • required licenses are revoked;
   • substantial assets are seized.
2. In such cases, all future claims by BSRP against non-Consumer Customers become immediately due.

Article 20 – Assignment; Subcontracting

1. The Customer may not assign rights or obligations under the Agreement without BSRP’s prior written consent.
2. BSRP may subcontract work as needed. The Customer is bound by the terms BSRP agrees with subcontractors. BSRP is not liable to non-Consumer Customers for subcontractor actions.

Article 21 – Severability

1. If any provision is invalid, the remaining provisions remain in force.
2. If a provision is unreasonable or unacceptable, it will be replaced with a fair and legally acceptable provision with similar intent.

Article 22 – Governing Law and Jurisdiction

1. Dutch law exclusively applies to all legal relations. The Vienna Sales Convention is excluded.
2. All disputes will be submitted to the District Court of Gelderland, Arnhem location.

Article 23 – Final Provision

1. The Dutch version of these general conditions is the only authentic text. In case of discrepancies between the Dutch and this English translation, the Dutch version prevails.