GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY FOR KONING COMPANY CLOTHING

Filed on December 16, 2023 with the Chamber of Commerce under number 86053876.

GENERAL

The user of these general terms and conditions of sale and delivery (hereinafter also referred to as: “these general terms and conditions”) is Bedrijfskleding Koning, with registered office at 5981 WX John F Kennedylaan 250, Panningen, its legal successor(s) under universal title and all companies and enterprises affiliated or connected to Bedrijfskleding Koning or to this legal successor(s). In these general terms and conditions, “the other party” means any (legal) person registered with the trade register of the Chamber of Commerce in the Netherlands or a foreign trade register and who has a business account created with Bedrijfskleding Koning and/or with whom Bedrijfskleding Koning enters into an agreement or to whom Bedrijfskleding Koning makes an offer to perform a service or deliver goods. Unless expressly agreed otherwise in writing, our quotations and obligations between us and the other party are exclusively subject to these general terms and conditions. The applicability of any general purchasing and/or other conditions used by the other party, under whatever name, is hereby expressly rejected.

1. OFFERS AND AGREEMENTS

1.1. All quotations, offers, prices and conditions provided by us are always without obligation and expire after 30 days.

1.2. Each quotation is based on the information provided by the other party. The other party guarantees the correctness and completeness of this information.

1.3. Obvious mistakes or errors in the offer do not bind Bedrijfskleding Koning.

1.4. All specifications by Bedrijfskleding Koning of sizes, drawings, images, weights, compositions and/or other indications of the products have been made with care, but Bedrijfskleding Koning cannot guarantee that no deviations will occur in this regard. Samples shown or provided are only indications of the products concerned. Deviations in size and/or weight are possible and will be accepted by the other party. If the other party demonstrates that the delivered products deviate so much from the specifications of Bedrijfskleding Koning or from the samples that he can no longer reasonably be obliged to accept them, the other party has the right to dissolve the agreement, but only for the part for which such dissolution is reasonably necessary, and not after the other party has given Bedrijfskleding Koning notice of default and has granted Bedrijfskleding Koning a period of at least 14 days to still remove the reason for (partial) dissolution.

1.5. All drawings, images, measurements and weight specifications provided by us, as well as all other information provided by us to the other party in the context of the agreement, remain our property, expressly reserving copyrights and model and patent rights, even if costs have been charged for them. Except with our prior express written permission, the other party is not permitted to copy or have these documents copied or to provide them to third parties for inspection or to make them available.

1.6. Information and advice from us are of a general nature and without obligation. The other party is responsible for the implementation of our advice.

1.7. A quotation will lapse if the product to which the quotation relates is no longer available in the meantime.

1.8. Orders and changes thereto are only binding for us if they have been accepted or confirmed by us in writing, or if delivery thereof has commenced.

1.9. The confirmation of the order by Bedrijfskleding Koning is deemed to be correct, unless the other party has protested against it in writing within 8 days after the date of the order confirmation.

1.10. Agreements with or commitments made by our representatives or other employees are not binding on us unless such agreements or commitments have been confirmed by us in writing.

1.11. Termination and cancellation of the agreement by the other party is only possible if we agree to this. In that case, the other party is obliged to reimburse the costs incurred by us for the preparation and -partial- execution, as well as to reimburse the adverse financial consequences for us due to the non-execution of the agreement. These reimbursements together will amount to at least 10% of the agreed contract value.

1.12. The other party guarantees that all legal requirements concerning the data to be processed, including in particular the requirements set by or pursuant to the then applicable privacy legislation, have been and will be strictly observed and that all prescribed registrations and other formalities have been completed and the required permission of its personnel has been granted. The other party will provide Bedrijfskleding Koning with all requested information in writing without delay.

1.13. The counterparty shall indemnify Bedrijfskleding Koning against claims from persons whose personal data are registered or processed in the context of a personal registration maintained by the counterparty or for which the counterparty is otherwise responsible under European and/or Dutch legislation, or against claims from third parties, whether or not on the grounds of compensation, fines, settlements, criminal settlement proposals or otherwise, and shall fully indemnify Bedrijfskleding Koning for this.

1. THE AGREEMENT

2.1. Subject to the provisions of Article 2.2, the agreement shall be concluded at the time the other party accepts the offer and meets the conditions set therein.

2.2. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation, Bedrijfskleding Koning is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Bedrijfskleding Koning indicates otherwise.

2.3. If the other party has accepted the offer electronically, Bedrijfskleding Koning will immediately confirm receipt of acceptance of the offer electronically.

2.4. Bedrijfskleding Koning may – within legal frameworks – inquire whether the other party can meet its payment obligations, as well as all facts and factors that are important for responsibly entering into the distance contract. If, based on this investigation, Bedrijfskleding Koning has good reasons not to enter into the contract, it is entitled to refuse an order or request or to attach special conditions to the execution. Bedrijfskleding Koning is at all times entitled to demand advance payment or the provision of security by the other party.

2.5. Each agreement is entered into under the condition precedent of sufficient availability of the relevant products and/or services.

2.6. Amendments and additions to any provision in an agreement and/or these terms and conditions can only be agreed in writing.

2.7. If a change and/or addition as referred to in Article 4.7 is agreed, this change or addition shall only apply to the agreement in question.

1. PRICING

3.1. Our prices are expressed in Euro and exclude sales tax and levies imposed by government and/or semi-government institutions. They apply to delivery ex works (Ex Works Incoterms 2010), unless otherwise agreed.

3.2. Unless expressly agreed otherwise, the costs of packaging and shipping, import and export duties and excise duties, as well as all other levies or taxes imposed or levied in respect of the products and their transport, shall be borne by the other party.

3.3. Each quotation is based on the information provided by the other party. The other party guarantees the correctness and completeness of this information.

1. COST-INCREASING FACTORS

4.1. Unless expressly agreed otherwise, Bedrijfskleding Koning may pass on to the other party any change in the factors that affect the price and the costs of Bedrijfskleding Koning as referred to in Article 3, including purchase prices, exchange rates, import and export duties and other levies due upon import or export, insurance rates, freight rates and other levies or taxes, insofar as no mandatory legal provision opposes this. The delivery date is decisive for the pricing referred to in Article 3. In any case, Bedrijfskleding Koning may pass on the aforementioned price changes if at least 3 months have passed between the agreement and the price increase, without the agreement being able to be terminated.

4.2. When a counterparty from EU countries purchases a product from Bedrijfskleding Koning with his business account, 0% VAT will be charged in connection with intra-Community supplies based on article 138 EU VAT Directive 2006/112/EC.

1. DELIVERY AND RISK

5.1. Delivery of the products shall take place in accordance with the provisions regarding the costs of delivery and transfer of risk according to the conditions customary in international trade (Incoterms 2010) or the subsequent version(s) thereof applicable at the time of the order.

5.2. Unless otherwise agreed, deliveries are made ex works location Bedrijfskleding Koning and the delivery and transfer of risk of the products always takes place at the place and time when the products are ready for shipment to the other party.

5.3. The delivery period specified by Bedrijfskleding Koning is based on the circumstances applicable to the supplier at the time the agreement is concluded and, to the extent dependent on the performance of third parties, on the data provided to Bedrijfskleding Koning by those third parties. An agreed delivery time is not a fatal term, unless expressly agreed otherwise.

5.4. In the event of late delivery, the other party must first notify us in writing of default if there is to be any default on our part.

5.5. In the event of late delivery, the other party shall not be entitled to compensation for damages or the option of dissolving or terminating the agreement, nor shall he be permitted to suspend receipt and payment, except in the event of intent or gross negligence on our part, unless the delivery period is exceeded to such an extent that the other party cannot reasonably be expected to maintain the relevant part of the agreement. The other party shall then be entitled to dissolve or terminate the agreement for the part for which this is strictly necessary, provided that he notifies Bedrijfskleding Koning of this in writing and without prejudice to the right of Bedrijfskleding Koning to deliver the relevant products to the other party within 14 days of receipt of the notification.

5.6. Unless otherwise agreed, the items in the order will be delivered to one address.

1. FORCE MAJEUR

6.1. Bedrijfskleding Koning is not obliged to fulfil any obligation towards the other party if it is prevented from doing so as a result of a circumstance that is not attributable to fault and that is not at its expense under the law, a legal act or generally accepted views. During force majeure, the delivery obligations are suspended. If this period lasts longer than 3 months, each of the parties is entitled to terminate the agreement. In the event of force majeure, the other party is not entitled to any (damage) compensation, not even if Bedrijfskleding Koning may have any benefit as a result of the force majeure.

6.2. If, upon the occurrence of force majeure, we have partially fulfilled our obligations, or can only partially fulfil our obligations, we are entitled to invoice the part already delivered or the part that can be delivered separately and the other party is obliged to pay this invoice as if it concerned a separate contract.

6.3. Force majeure factors are also considered by the parties to include fire, theft, molestation, riot, strike, occupation, business disruption, war, emergency, delay or cessation of the supply of materials or resources and/or services or other problems in the production by Bedrijfskleding Koning or its suppliers, interference by government or supervisory authorities, legal regulations that hinder the use of the delivered goods, and in general any cause beyond our control, foreseen or unforeseen, which makes it difficult for us to perform the agreement.

6.4. Tricorp also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Tricorp should have fulfilled its obligation.

1. PAYMENTS

7.1. Any payment by the other party shall primarily serve to settle the interest owed by the other party and the collection costs incurred by us and then to settle the oldest outstanding claims, even if the other party states that the payment relates to a later invoice.

7.2. Payments must be made without discount, suspension or settlement to a bank account designated by us, no later than thirty (30) days after the invoice date. Any corrections desired by the other party as a result of price and quantity differences will be assessed by Bedrijfskleding Koning and credited if necessary. This does not affect the obligation of the other party to pay the initially invoiced amount to Bedrijfskleding Koning within the period set for this purpose. Objections to the amount of an invoice do not suspend the payment obligation.

7.3. However, we have the right, at our discretion, to deliver only under the condition of advance payment or against security to be provided by the other party and/or deviating provisions, including the conditions of documentary credit customary in commercial transactions, such as irrevocable letters of credit, cash against documents or cash against delivery, in the absence of which Tricorp will not proceed with delivery. In the case of such advance payment, the delivery time will commence at the moment that the payment has been received by Bedrijfskleding Koning.

7.4. Bedrijfskleding Koning can invoice the other party on the last day of each month for all purchases made in the month in question. Bedrijfskleding Koning is entitled to set a maximum to the total amount of the monthly payment in arrears.

1. INTEREST AND COSTS

8.1. The payment terms mentioned in article 7 are fatal terms. The other party is therefore in default without notice of default upon expiry of the agreed payment term.

8.2. From the moment of default until the day of full payment, the counterparty shall owe 1% default interest per month on the outstanding amount, unless the statutory commercial interest is higher, in which case the statutory commercial interest shall be owed on the outstanding amount. The interest on the amount due shall be calculated from the moment the counterparty is in default until the moment of payment of the full amount due.

8.3. All judicial and extrajudicial costs incurred by us, including the costs of legal assistance as well as the costs that are not liquidated by judgment, shall be borne by the other party. The extrajudicial costs are set at at least fifteen percent of the principal sum, with a minimum of € 500, excluding VAT. At our discretion, the other party may also be charged for the actual costs. The judicial costs are set at the costs actually incurred by us.

1. PARTIAL DELIVERIES

9.1. When part of an order is ready, we may, at our discretion, deliver this part or wait until all of the order is ready. In the event of delivery of orders in parts according to the above, as well as in the event of deliveries of successive parts of an order pursuant to an agreement, each delivery shall be deemed to constitute a separate agreement, which cannot be retracted after acceptance of the delivery by the other party.

1. STORAGE

10.1. If for whatever reason the other party is unable to receive the goods at the agreed time and they are ready for shipment, the other party is in default without notice of default. Bedrijfskleding Koning is then entitled, if our storage facilities allow this, to store the goods at the expense and risk of the other party for a period of up to six months or to sell them to a third party.

10.2. Where applicable, the counterparty shall be obliged to reimburse the costs of storage and safekeeping according to reasonable standards over the period from the delivery time provided for in the agreement to the date of final delivery. The counterparty shall remain liable for the purchase price, increased by the interest and costs (by way of compensation), where applicable reduced by the net proceeds of the sale to that third party.

1. SECURITY, PLEDGE AND RETENTION OF TITLE

11.1. If in our opinion there is reason to do so, we are at all times entitled to demand that the other party provides adequate, additional or otherwise, security for the payment of the items purchased by him. In the absence of such security, we have the right to suspend the execution of the concluded agreement or to dissolve the agreement without judicial intervention by simple written notice and, if desired, to claim damages.

11.2. All items that we hold for the other party are deemed to be pledged to us for all amounts that the other party owes or will owe us for whatever reason.

11.3. All goods delivered by us and located with or in the possession of the other party or its holder shall remain our property until the moment that the other party has paid our claims concerning the consideration - including not only the purchase price, but also the claims that we have against him due to failure to comply with the above-mentioned agreements, including our claims regarding fines, interest and costs - for the goods to be delivered or delivered by us to the other party under the agreement, or the work to be performed or performed.

11.4. The counterparty must always do everything that may reasonably be expected of him to safeguard the property rights of Bedrijfskleding Koning if and as soon as the counterparty is in default with the fulfillment of one or more of his obligations or acts in violation of the provisions herein, we are entitled to recover the delivered goods, as referred to in this article, as our property without judicial intervention. The counterparty gives unconditional and revocable permission in advance to Bedrijfskleding Koning and third parties to be designated by Bedrijfskleding Koning to enter all places where the property of Bedrijfskleding Koning is located and to recover those items and the counterparty will cooperate in this. All costs of recovering the goods to which a retention of title applies shall be borne by the counterparty.

11.5. As long as the other party has not paid the aforementioned claims, he is not entitled to resell the goods delivered by us and may never be used as a means of payment, nor immediately [possessory or otherwise] encumber them. This prohibition of alienation, pledging and encumbering has an explicit property law effect. It is therefore not possible under property law to transfer ownership of the goods, to pledge them or to encumber them in any other way.

11.6. The other party undertakes to declare to third parties who wish to establish such a right that he is not authorised to do so.

11.7. When the other party has fulfilled all its payment obligations under the claims mentioned above, we will transfer ownership of the delivered goods subject to a pledge by us as additional security for other claims that we have on the other party. The other party will cooperate with all actions required in this context at our first request.

11.8. In the event of a bankruptcy application, a request for the granting of a (provisional) suspension of payment or in the event that conservatory measures are taken with regard to the other party's affairs or if third parties wish to establish or assert rights thereto, the other party is obliged to inform us thereof immediately and to immediately inform the bailiff levying the attachment, the administrator or the trustee of the ownership rights of Bedrijfskleding Koning.

11.9. If the other party, despite written notice to do so, refuses to cooperate in the retrieval of the delivered goods, the other party will be in default in this regard and will forfeit an immediately payable fine of €500 for each day that it is/remains in default.

11.10. The counterparty is liable to us for all damage that occurs to the goods before the transfer of ownership has taken place as referred to in paragraph 3. Dissolution and repossession do not affect our rights to compensation for damage and loss. In these cases, any claim by us against the counterparty will be immediately and fully due and payable.

1. WARRANTY AND COMPLAINTS

12.1. We guarantee the good quality of the goods delivered by us and guarantee for 1 year after delivery that our goods can be used for the purpose for which they were manufactured, the parts used meet the standards that have been drawn up for this purpose and are in accordance with the specifications provided in the agreement. Should unacceptable deviations, damage, defects and/or other imperfections be demonstrated by the other party, we are prepared, at our discretion, either to repair and/or replace free of charge upon return of the products that have proven to be defective, or to credit the value of the goods delivered by us that have been qualified as defective, under the following terms and conditions.

12.2. The warranty does not cover defects in the products that have arisen as a result of normal wear and tear, incorrect or careless use and/or damage resulting from circumstances beyond Bedrijfskleding Koning's control, including weather conditions, processing by the other party or end users, exposure to sunlight and light and/or damage caused during storage or transport by the other party.

12.3. The other party is obliged to inspect the delivered goods for defects and whether the quality and quantity correspond to what was agreed within three (3) days after the goods have been made available to him and to complain in writing in the event of any deviations found.

12.4. Complaints regarding directly observable deviations in delivered quantities and/or directly visible defects, non-delivery according to sample, shortages and damage to a shipment received by the other party must be noted on the consignment note, failing which any right to complain in this regard will lapse. Complaints about invoices must be received by us in writing within fourteen (14) days after the date of the invoice, under penalty of forfeiture of rights.

12.5. During this period, the other party will handle the products and packaging with care. The other party will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. The goods to which the complaint relates must be made available to us.

12.6. If a complaint is met by us, in whole or in part, after the expiry of the stated period, this is done entirely without obligation and the other party cannot derive any rights from this.

12.7. The reported complaints will be assessed by us. If they are found to be justified, the products qualified as defective will be repaired or restored by us as far as possible. In the event of repair or replacement of goods, this will take place at our establishment or, if we so desire, at the location where the goods are actually located.

12.8. If this is not possible, we will in principle supply new products after returning the products that have proven to be defective.

12.9. If repair, subsequent delivery or additional delivery is not possible, or such subsequent delivery or additional delivery does not meet the original specifications, we will credit the equivalent value of the delivered goods. We are in no way obliged to compensate for more than the value of the goods that we have qualified as defective.

12.10. If the complaints prove to be unfounded, the costs of the investigation will be borne by the other party, who will be obliged to take back the goods complained of.

12.11. Complaints do not give the other party the right to suspend payment, and offsetting is expressly excluded. Complaints regarding part of the order do not give the other party the right to reject or refuse the entire order.

12.12. By fulfilling one of the aforementioned performances, Bedrijfskleding Koning will be fully discharged of its warranty obligations and Bedrijfskleding Koning will not be liable for any further (damage) compensation.

1. RETURNS

13.1. Unless otherwise agreed, returns can only take place in accordance with the return procedure used by Bedrijfskleding Koning.

13.2. Returns by the other party are only possible after prior electronic request for a return to info@bedrijfskledingkoning.com stating: the article number, colour, size and quantity of the articles to be returned and the Bedrijfskleding Koning sales order number, or the purchase number of the other party and after receipt of the return number assigned by Bedrijfskleding Koning on the return request.

13.3. After receipt of the return number, the registered articles can only be returned to Bedrijfskleding Koning in their original, unused and undamaged condition and in the original packaging, stating the assigned return number and taking into account the reasonable and clear return instructions provided by Bedrijfskleding Koning. Unless otherwise agreed, returns are at the expense and risk of the other party.

13.4. Items returned within one month of purchase will be refunded 100% of the purchase price (excluding shipping costs). After that, a refund of 75% will apply for returns within 2 months and a refund of 50% for returns within 3 months. Items returned after 3 months will not be refunded.

13.5. Only unused and undamaged items in their original packaging will be accepted. If items need to be repackaged, we will charge €1 per item. Fitting or size series will only be accepted after consultation.

13.6. Because the processing of articles that have not been registered in accordance with the return procedure takes more time, we are forced to charge handling costs for this. We reserve the right to destroy returned products that are older than 3 months, with or without consultation.

13.7. Returns in accordance with the provisions of 13.1 to 13.6 are possible for standard stock products. Specials cannot be returned due to the unique design produced on behalf of the other party.

1. SETTLEMENT

14.1. We are entitled to offset amounts owed to us by the other party and unpaid interest against any turnover bonuses and promotional fees that we may have promised to the other party.

1. LIABILITY

15.1. We are not liable for any damage, whether direct or indirect, from whatever cause on the part of the other party or third party in connection with goods or services supplied by us, unless the damage is caused by intent or gross negligence on the part of our managerial subordinates.

15.2. Direct damage is understood to mean exclusively the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to ensure that Bedrijfskleding Koning's defective performance complies with the agreement, insofar as these can be attributed to Bedrijfskleding Koning and reasonable costs incurred to prevent or limit direct damage as referred to in these general terms and conditions.

15.3. Notwithstanding the foregoing, we shall never be liable for:
A consequential and/or indirect damage such as business stagnation and loss of profit, losses incurred, missed savings and other consequential damage.
B damage caused by auxiliary persons;
C damage caused to third party goods.

15.4. If, despite the provisions of this article, we are obliged to pay compensation for any damage for any reason whatsoever, then per event (whereby a connected series of events is considered as one event) only the amount of the net invoice value of the relevant delivery or, if that amount is higher, the amount of the payment to be made by the insurer in the case in question will be eligible for compensation.

15.5. If the ratio of the performance to be provided by the other party in relation to the extent of the damage suffered by the other party gives reason to do so, the damage to be compensated by us will be reduced.

15.6. Except in the event of gross negligence or intent on the part of Bedrijfskleding Koning or its managerial subordinates, the other party shall indemnify us against all claims by third parties, on whatever grounds, regarding compensation for damage, costs or interest with regard to delivered goods and/or services or resulting from the use of the delivered goods or arising from or resulting from the agreement concluded with the other party.

15.7. We are never liable for the content of the data that is or will be applied to our products, whether or not through our intervention (image, sound or data). Bedrijfskleding Koning is not liable for damage of any kind, caused by Bedrijfskleding Koning having assumed incorrect and/or incomplete data provided by or on behalf of the other party.

15.8. All claims against Bedrijfskleding Koning expire 1 year after delivery.

1. SUSPENSION AND TERMINATION

16.1. If the other party fails to properly or within the set term or otherwise timely fulfil any obligation that may arise for him from any agreement, if a conservatory or execution attachment is levied against the other party, if (provisional) suspension of payment is granted or if bankruptcy is requested, if the other party's business is closed down or liquidated, the other party is in default and Bedrijfskleding Koning is entitled without notice of default or judicial intervention:

16.2. to suspend the performance of that agreement and directly related agreements until payment has been sufficiently secured; and/or

16.3. to terminate the other party's agreement and directly related agreements in whole or in part;

16.4. all this without prejudice to Bedrijfskleding Koning's other rights under any agreement with the other party and without Bedrijfskleding Koning being liable for any damages.

16.5. In the event of an event as referred to in art. 16.1, all claims of Bedrijfskleding Koning on the other party shall be immediately and fully due and payable and Bedrijfskleding Koning shall be entitled to take back the products in question. In that case, Bedrijfskleding Koning and its authorized representative(s) shall be entitled to enter the premises and buildings of the other party in order to take possession of the products. The other party shall be obliged to take the necessary measures in order to enable Bedrijfskleding Koning to exercise its rights.

1. VARIOUS TOPICS

17.1. The text of the Dutch version of these general terms and conditions shall be decisive in the event of any ambiguity in a translated version.

17.2. If any provision of these general terms and conditions is void or is annulled, the other provisions of these general terms and conditions will remain in full force and we will consult with the other party in order to agree on a new provision to replace the void or annulled provision, whereby the purpose and scope of the void or annulled provision will be taken into account as much as possible.

17.3. We have the right to unilaterally amend these general terms and conditions. Amendments also apply to agreements already concluded. Amendments will take effect one month after publication by means of a written notification to the other party, including the sending of the amended general terms and conditions. If the other party does not wish to accept the amendments to the general terms and conditions, it has the right to refuse these amendments by registered letter up to the time the amendments come into effect. If the other party does not do so, the other party will be deemed to have accepted the amendments after the time they come into effect.

18. APPLICABLE LAW AND DISPUTES

18.1. The agreement between us and the other party and the obligations arising therefrom are exclusively governed by Dutch law, to the exclusion of the provisions of the Vienna Sales Convention.

18.2. All disputes arising from offers, agreements and other legal relationships between us and the other party will be settled exclusively by the competent judge of the Court of Limburg-North Limburg, Roermond location.