General delivery and sales conditions wholesale Stoqk International VOF January 2018 Article 1 DEFINITIONS 1.1. In these conditions, “Seller” is understood to mean Stoqk International VOF, the company that has taken the responsibility to fabricate baby and / or children’s articles or nursing articles, or have them fabricated and / or imported, and to subsequently deliver those goods to the buyer. 1.2. In these conditions, “Buyer” is understood to mean anyone who enters into an agreement with the seller, more particularly the person who has given this seller an order to deliver the said goods, not being a consumer or final end user. 1.3. In these conditions, “delivery” is understood to mean the placing of the goods in the buyer’s possession, either a first offer or delivery to the delivery address indicated by the buyer. Article 2 APPLICABILITY 2.1. These conditions apply to all quotations and offers of and all agreements with seller. 2.2. These conditions also apply to all agreements with the seller if the execution is done by the activation of a third party. 2.3. Deviations from these terms and conditions only apply insofar as parties have explicitly agreed in writing. 2.4. If one or more provisions in these general terms and conditions of delivery are declared inapplicable, this will not affect the legality of the other general terms and conditions of delivery. 2.5. In case the seller authorizes a deviation from these conditions in favor of the buyer, the buyer cannot derive any rights from this for the future. Article 3 QUOTATIONS AND / OR OFFERS 3.1. All quotations and / or offers are without obligation, unless it is explicitly stipulated that they are irrevocable. Article 4 CONCLUSION 4.1. The purchase agreement is only concluded by written acceptance by the buyer and seller or by execution of this purchase agreement. 4.2. If the seller sends / mails / hands an order confirmation to the buyer the contents of the order confirmation applies, unless the buyer objects to the order confirmation in writing within a period of 3 days. Article 5 PRICES 5.1. The sales prices stated by the seller are in Euro (€) and are exclusive of sales tax (BTW / VAT) and other levies imposed by the government. 5.2. The seller does not bind the prices / advice selling prices made known by the seller in catalogs or otherwise. After the conclusion of the agreement, the seller is entitled to increase the agreed prices in case of inter alia interim increases and / or surcharges on freight, customs tariffs, goods and / or land prices, taxes, wages or social charges, depreciation of the Dutch and / or increase foreign currency and all those government measures that increase price. 5.3. If these price increases are implemented, the buyer will be entitled to cancel the agreement, provided that he informs the seller of this in writing without delay. In the event of cancellation, the buyer is not entitled to compensation. Article 6 RESERVATION OF OWNERSHIP 6.1. The seller remains the owner of all goods delivered to the buyer until the purchase price for all these items has been paid completely. 6.2. As long as the legal ownership has not been transferred to the buyer, he may not pledge the goods or grant any right to a third party. 6.3. If certain goods have been transferred to the buyer by payment of an invoice, these will continue to provide more certainty in the case and insofar as there are claims outstanding from the seller on the buyer. 6.4. The buyer is obliged to keep goods delivered under retention of title with due care and as recognizable property of the seller and to insure sufficiently against theft or damage. 6.5. If the buyer fails to fulfill his payment obligations towards the seller or the seller has good reason to fear that the buyer will fail in these obligations, the seller shall be entitled to take back the goods delivered under retention of title. The buyer grants seller, irrevocably authorized to access the space (s) in which the delivered goods are located. 6.6. After reversal, the buyer will be credited for the market value, up to a maximum of the original purchase price, less costs incurred by the seller by repossession. 6.7. The buyer is permitted to sell and transfer the goods delivered subject to retention of title to third parties in the normal course of his business. When selling on credit, the buyer is obliged to stipulate a retention of title from his customers on the basis of the provisions of this article. Article 7 DELIVERY AND RISK 7.1. Delivery takes place as expressly agreed and as indicated on the order confirmation / invoice. International delivery takes place according to the latest version of the Incoterms. With regard to delivery costs, the seller uses a country classification related to the volume level of the order. Agreements concerning deviations can be made individually and incidentally at customer level. 7.2. The goods are at the risk of the buyer after delivery in accordance with article 1.3. Damage can then only be reimbursed if the buyer has made written notification of this in writing within 48 hours of receipt of the goods, also by submitting photographs. Article 8 DELIVERY TIME 8.1. The delivery time is deemed to have been approximately agreed unless a term specified in writing is expressly qualified as fatal. 8.2. The delivery time commences when all data necessary for the performance of the agreement, which the buyer must provide to the seller and the advance payment – where applicable – are in the possession of the seller. 8.3. The seller shall keep to the delivery time as much as possible, but is not liable for the consequences of an exceeding. Such an excess does not oblige the seller to pay any compensation, nor does it give the buyer the right to declare the contract dissolved. However, the buyer is entitled to summon the seller in writing to deliver within 12 weeks after the expiry of the delivery period. If this period is exceeded, the buyer has the right to declare the agreement as dissolved. PAYMENT 9.1. All payments by the buyer will take place within the agreed payment term without deduction or setoff to a bank account to be designated by them in favor of Stoqk International VOF. 9.2. The seller is entitled at any time to demand partial or full advance payment of the purchase price or any other security for the payment of the purchase price before commencing or continuing with the performance of the agreement. 9.3. In the event that any payment term is exceeded, the buyer is in default without any notice of default being required and from that moment on the buyer will owe interest of 1.5% per month or per part of the month on the amount due, also in the event of payment postponement. 9.4. If the buyer remains negligent with the fulfillment of any obligation under the agreement, the buyer is also obliged to reimburse the full collection costs, including attorney’s fees and costs of internal and external legal advice, the amount of which is fixed at a minimum of 15% of the outstanding amount, without the seller being obliged to substantiate that minimum. 9.5. Payments made by the buyer always serve to repay all interest and costs owed and then the due and payable invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice. 9.6 The seller has against the buyer who has not paid in time, or – if applicable – who is no longer insurable according to a credit insurer, without prejudice to his other rights as a result of these conditions and / or the law the right to security for the payments and / or prepayment and / or immediate payment upon first offer of the goods to the buyer (cash on delivery) for all current agreements between seller and buyer. In case of refusal by the buyer to comply with this guarantee, the seller shall be entitled to dissolve the relevant agreement in whole or in part by means of a written statement, causing the seller to obtain the right to compensation in accordance with the provisions of article 11.5. Article 10 REALABILITY AND NOT COMPLIANCE 10.1. In case of non-fulfillment by the buyer of a due and payable claim on the agreed payment date, the seller shall be entitled to suspend the further fulfillment of his obligations arising from all agreements between the seller and the buyer until fulfillment takes place, without prejudice to its other suspension rights arising from the law. In addition, in case of non-fulfillment by the buyer of a due and payable claim, all claims of the seller against the buyer will become immediately due and payable in full. 10.2 All claims against the buyer become immediately due and payable, even if the payment term has not yet expired, in case the buyer is in default with any payment obligation, or is declared bankrupt, applies for suspension of payments, is in liquidation or other circumstances arise that could jeopardize the charge of the vendor’s claims. 10.3. The buyer is obliged in case of a threat of one of the cases from art 10.2. to report this immediately to the seller. Article 11 WARRANTIES / COMPLAINTS / CANCELLATION 11.1. The buyer can no longer invoke the fact that what has been delivered does not comply with the agreement if he has not informed the seller in writing within 48 hours after delivery of the goods. The right to guarantee also lapses 2 months after the date of sale to the end user and if the tickets have been removed from the items and / or the goods have been used and / or worn, with the exception of hidden defects. The seller shall at all times grant the exclusive right to decide on this in the individual case in all reasonableness. 11.2. Minor deviations in quality, quantity, width, colors, size, finish, etc. that are considered permissible in the trade, cannot be used as grounds for reclamation. 11.3. Complaints with regard to the number of delivered parcels and their condition or other externally visible defects must be noted on the consignment note or the receipt upon acceptance or immediately in writing, through the correct procedure, to the seller, failing which any right on reclamation expires. 11.4. For a successful warranty claim, the original sales receipt must be submitted at all times. 11.5. Cancellation is not possible in principle. If circumstances give cause to do so, for example to the exclusive assessment of the seller, cancellation can take place in appropriate cases. The cancellation fee is 10% of the total order if the order has not yet been taken into production. If the order is taken into production, the cancellation costs amount to 30% of the total order up to 1 month before planned delivery. From 1 month before planned delivery to the moment of delivery, the cancellation costs amount to 70% of the total order. In the event of cancellation by the buyer, this must be verified by inquiring with the seller of the stage in which the order and / or production are located. 11.6. Exchanging is a favor and not a right. In the event that an exchange is permitted by the seller, this will be done on its terms and in any case at the value of at least 150% of the original amount of the returned items will be purchased by the buyer, whereby the price of the purchase will be based on the then applicable prices for items from stock. Article 12 LIABILITY 12.1 The seller is never liable for any indirect damage including consequential damage, immaterial damage, business or environmental damage, of the buyer or third parties in case of incorrect use of the goods, at least in the way that is customary. 12.2. In case of accountable shortcoming in the fulfillment of the agreement, the seller is only liable for replacement compensation, i.e. reimbursement of the value of the omitted performance. Any liability of the seller for any other form of damage is excluded in any form whatsoever, either compensation for indirect damage or consequential loss or damage due to lost profits. 12.3. Seller is furthermore in no case liable for delay damage, for damage due to exceeding delivery periods as a result of changed circumstances and for damage resulting from the provision of defective cooperation, information or materials by buyer. 12.4. The limitations of liability in the previous paragraphs shall not apply insofar as the damage in question has been caused by intent or gross negligence on the part of the seller or its top management personnel or insofar as seller’s liability ensues from the mandatory applicable product liability law. In these cases, the compensation will in no case amount to more than € 1,000,000 per event causing damage, whereby a series of related events counts as one event. 12.5. The condition for the existence of any right to compensation is always that the buyer has reported the damage to the seller in writing as soon as reasonably possible. Article 13 FORCE MAJEURE 13.1. Neither party is obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault nor under law, legal act or generally accepted for its account. 13.2. The following circumstances are deemed not to be for the account of the seller: strikes, traffic, transport or business disruptions, riots, war conditions, defaults of sellers’ suppliers. Article 14 INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS 14.1. All intellectual property rights, including copyrights to designs, drawings, packaging, samples and photographs, regardless of the origin with regard to the products delivered by the seller, remain with the seller. The buyer is explicitly not permitted to copy designs and / or have third parties fabricate them elsewhere. If this is determined, the seller will receive an immediately due and payable claim of € 50,000 per observation on the buyer. 14.2. Seller declares that, to the best of their knowledge, the products do not infringe the intellectual property rights of third parties that apply in the Netherlands. However, the seller cannot indemnify the buyer against possible infringements of intellectual property rights of third parties. 14.3. The buyer is allowed to use the photographic material made available by the seller on his site for support of the seller’s brand. For other purposes or other ways of use, this is only permitted after explicit written permission from the seller. Article 15 DISPUTES 15.1. Only Dutch law applies to agreements with the seller. All disputes will in the first instance be judged by the competent court of the seller’s place of residence, unless the seller may give preference to the judge at the location or domicile of the buyer or prescribes mandatory law. These general delivery and sales conditions have been filed with the Chamber of Commerce under number 56292201.