Terms and Conditions for Businesses

GENERAL SALES AND DELIVERY TERMS of Mood Company B.V. REGISTERED OFFICE IN EMMEN for Business to Business.

1. General

These General Terms and Conditions apply to all our offers, sales agreements, orders, and any resulting deliveries and work contracts. The applicability of general terms and conditions used by the other party is expressly rejected. Deviations from these General Terms and Conditions are only binding on us if we have confirmed those deviations in writing. The other party cannot derive any rights for future transactions from any agreed deviations. The Dutch text of the General Terms and Conditions is the authentic text and takes precedence over translations of these General Terms and Conditions.Under 'written' is understood in these terms: by letter, by fax, or electronically.

2. Formation of agreements

Our offers, made orally or in writing, are non-binding. We are only bound after we have accepted an order and/or assignment in writing, by means of an invoice, even if we have made a written offer. We reserve the right to revoke our offer, after acceptance of an offer by the other party, within two working days. The conclusion of binding agreements is reserved for the management, except for an explicit authorization from the management. The agreement is always entered into under the suspensive condition that information obtained by us shows, in our opinion, the sufficient creditworthiness of the other party.Displayed or provided samples, models, images, documentation, and other specifications are for indication purposes only, without the respective party being required to respond to them.

3. Intellectual property rights

We reserve all intellectual property rights to the data contained in our offers and/or agreements and/or the models, samples, drawings, images, and/or operating instructions provided by us. We are not liable for infringements of third-party intellectual property rights that may occur in connection with the execution of an agreement between us and the counterparty. The counterparty is obliged to indemnify us against claims from third parties in connection with infringements of intellectual property rights committed in connection with the execution of the agreement with us.

4. Deviations in data

We are not responsible for minor deviations between the numbers, types, sizes, quantities, colors, images, and/or other data provided by us and the actual ones, unless this results in a substantial change in the technical and/or aesthetic execution of the goods.
The counterparty will be obliged to accept the delivered goods. We are not liable for any damage resulting from such minor deviations. Deviations of less than 10 (ten) percent will in any case be considered minor.

5.Prices

We reserve the right to charge the other party for any changes in one or more of the cost-determining factors such as transportation costs, the prices of raw materials or materials, exchange rate ratios, import duties or sales tax, that relate to the agreed performance and that occur after the date of our offer, respectively after the conclusion of the agreement but before delivery. The prices of the goods we offer, respectively sold, are calculated on the basis of delivery ex works, Emmen, Netherlands (EXW, incoterms 2010), exclusive of B.T.W. , import duties and other levies and taxes imposed by the government, unless otherwise stated in writing.

6. Payment

Unless otherwise agreed, a prepayment of at least 50% applies to each order.The total amount of the assignment must be paid in accordance with the amounts on the invoice no later than the specified due date according to the invoice. Discount, withholding, set-off, or suspension of payment is not permitted by the counterparty. Payments made by the counterparty shall always first be applied to the settlement of all due interest and costs and secondly to the payable invoices that have been outstanding the longest, even if the counterparty states that the payment relates to a later invoice. If our counterparty does not pay the amount owed in a timely manner, they shall owe statutory interest for commercial transactions on the payable amount from the date it becomes due, without any notice of default being required.If our counterparty fails to pay the amount due in a timely manner, our counterparty is also obliged to pay all extrajudicial and judicial costs related to the collection. The extrajudicial costs are set at 15 (fifteen) percent of the invoice amount with a minimum of € 250, - (two hundred fifty euros). Our counterparty is obliged, at our first request, to provide (additional) personal or business security for the fulfillment of its (payment) obligations towards us upon or after entering into the agreement. Refusal by the counterparty to provide the requested security gives us the right to suspend our obligations and ultimately gives us the right to terminate the agreement in whole or in part without notice of default or judicial intervention, without prejudice to our right to compensation for any damage we may have suffered.

7. Retention of Title

We retain ownership of all goods delivered to the counterparty until the purchase price, including interest and costs, for all these goods has been paid in full. If we perform work for the counterparty in the context of these sales agreements, which is to be reimbursed by them, the aforementioned retained ownership applies until the counterparty has also fully satisfied these claims from us. The retained ownership also applies to the claims we may obtain against the counterparty due to the counterparty's default in one or more of its obligations to us. As long as the aforementioned ownership continues, our counterparty is not entitled to dispose of the goods delivered by us and/or to transfer them and/or to encumber them and/or to process or modify them.The other party is nevertheless permitted to use the goods within its normal business operations c.q. to sell, provided that, until the other party has fully paid for the goods and has fulfilled its other obligations under similar agreements with us, we step into the rights of the other party against its customers. The other party shall then, as far as necessary, transfer these rights to us, which transfer we accept. However, the other party is not permitted to dispose of the goods in the context of its normal business operations at the moment when the other party has requested a suspension of payments or has been declared bankrupt.

As long as our aforementioned ownership continues, we are entitled to retrieve the goods delivered by us without notice of default or judicial intervention at the expense of the other party from the location where they are located.The counterparty is obliged to keep the goods delivered by us under retention of title with the necessary care and recognizable as our property. If the counterparty is established in Germany or Belgium and the goods to be delivered by us are actually delivered to the counterparty in Germany or Belgium, then the property law consequences of the retention of title of the goods delivered and/or to be delivered to the German or Belgian counterparty will be governed by German or Belgian law. In such a case, the preceding provisions of this article 7 do not apply. For the counterparty established in Germany, these are deemed to be replaced by the provisions of Annex 1 to these General Terms and Conditions. For the counterparty established in Belgium, the following conditions apply: "In the event of non-payment on the due date, the sale may be considered null and void by us by operation of law and without notice."The goods remain our property until full payment of the price. All risks are borne by the other party. The paid deposits remain acquired by us as compensation for possible losses upon resale.

8. Delivery

Delivery conditions are agreed upon per transaction. All delivery conditions apply in accordance with Incoterms 2010. Our counterparty is obliged to take delivery of the goods at the moment they are made available to him according to the agreement.If the other party does not accept the goods, the other party is in default and we are entitled, at our discretion:

(a) to transport the goods at the expense and risk of our other party with a means of transport of our choice to the address of the other party, or to store the goods at the expense and risk of our other party,
or

(b) to declare the agreement dissolved without notice of default and without judicial intervention, without prejudice to our right to compensation for the damage we have suffered c.q. lost
profit, increased by the statutory interest, to be calculated from the moment the claim is due.

The above applies without prejudice to the other rights accruing to us.

9. Delivery time

A delivery time specified by us always serves as an indication and not as a fatal term.We are not in default regarding the delivery time until we have been formally notified in writing by the other party, who has given us the opportunity to still deliver within a reasonable period, and we have not complied with this. The delivery time does not commence until we have accepted an order and/or assignment in writing and our counterparty has provided us with all the necessary information c.q. materials required for the execution of the agreement and we have received any agreed advance payment from the counterparty. If it becomes apparent during the execution of the agreement that a delay occurs in the delivery, the delivery time will be extended by as many days as the delay has lasted.We are not liable for damages resulting from late delivery, if and to the extent that this late delivery is due to circumstances that are not at our expense and risk, including but not limited to (late) compliance by suppliers. Only in the case of excessive exceeding (more than 12 weeks) of the agreed delivery time, does the other party have the right to dissolve the agreement unless the delay is caused by force majeure. However, the other party can never claim any penalty or compensation for damages. The failure to comply (on time) with any payment obligation by the other party suspends our delivery obligation. We reserve the right to deliver the goods in parts, in which case the (payment) conditions described below also apply to each partial delivery.

10.Complaints

Our counterparty is obliged to examine upon delivery whether the goods conform to the agreement. Our counterparty is required to submit any complaints regarding the goods delivered by us in writing within 8 (eight) days after delivery. This also applies to undelivered items. If it concerns a defect that is not visibly apparent, our counterparty is obliged to submit complaints regarding the goods delivered by us in writing within 8 (eight) days after discovering the defect, but in any case within 3 (three) months after delivery.

All complaints must be submitted by our counterparty mentioning the order/invoice number. Complaints regarding invoices must also be submitted in writing within 8 (eight) days after the invoice date.
In the absence of such timely submission of complaints, any claims against us will lapse.The return of items is only possible if the items are in their original condition and in undamaged packaging. Items that are not from us or are marked with (price) stickers other than those applied by us are not eligible for return. The returned items must be received by us no later than 1 (one) month after our authorization for return. Unless otherwise agreed, returns are at the expense and risk of our counterparty.

The following items are not eligible for return:
- Expired/deleted items (at the time of processing the request by us);- Clearance and overstock (cut-out items);
- Merchandise items

11.Warranty; limitation of liability

We are not liable for the goods we supply beyond or otherwise than for material and/or construction defects in the goods that have come to light within 3 (three) months after the date of delivery as referred to in article 8, insofar as such defects significantly reduce the soundness or quality of the goods. Our liability under this article is limited to the free delivery of replacement (parts of) goods. We are entitled, instead of delivering replacement goods, to repair the defective (parts of) delivered goods or to take them back against a refund of the relevant portion of the invoice price.On goods supplied to us by third parties and subsequently delivered by us to our counterparty, even if the goods we supplied are composed of items provided to us by third parties, we grant our counterparty the same warranty, but no further warranty than we have received from our supplier(s). Our counterparty can only invoke obligations from us based on this article after our counterparty has fulfilled all its obligations arising from the agreement concluded with us. If we are liable for any reason, our liability is limited to the amount equal to the invoice value of the goods in question, excluding taxes, with the understanding that we will be liable at most and exclusively up to an amount of € 5.000, - (five thousand euros) per damage event. A series of related damaging events is considered one event/damage case for the application of this article.We are never liable for compensation for non-material damage, business damage, indirect damage, loss of profit, or other consequential damage. Our counterparty is obliged to indemnify us against all claims from third parties related to goods delivered by us c.q. performed work.

12.Non-compliance

If the other party fails to comply with any obligation towards us in any way, or if there are grounds to fear that the other party will fail to comply with us, as well as in the case of an application for suspension of payment, obtained (provisional) suspension of payment, bankruptcy application, declaration or claim for bankruptcy, liquidation or cessation of (a part of) the business of the other party, we are, without prejudice to our other rights and without any obligation to compensate for damages, entitled to terminate the agreement(s) in whole or in part with immediate effect without the need for a notice of default or judicial intervention, or to suspend the (further) execution of the agreement(s).

13. Cancellation

Cancellation of an assignment by the other party is in principle not possible.If the other party nevertheless cancels an assignment in whole or in part, for whatever reason, we may charge all costs reasonably incurred in view of the execution of the assignment (including preparation costs, parts, storage, and the like), without prejudice to our right to compensation for loss of profit and other damages. In the event of cancellation, the other party is also liable for cancellation costs. These amount to 30% (thirty percent) to 100% (one hundred percent) depending on the deliveries/work already performed by us, of the order amount, plus VAT (if applicable).

14.Force Majeure

In the event of force majeure, we have the right, at our discretion, to suspend the performance of the agreement until the moment the force majeure situation has ended or to dissolve the agreement, in whole or in part, without judicial intervention and without being obliged to pay any compensation.

Force majeure is understood to mean all that occurs reasonably outside our direct influence, including but not limited to: strike, lockout, blockade, riots, disturbance of public order, energy shortage, disruption in energy supply, transport ban, fire, transport accident, transport/customs delay, workplace accident, war or threat of war, natural disaster, flood. It is also considered force majeure if the relevant circumstance was foreseeable at the time of concluding the agreement.

15.Applicable law; competent court

These terms and conditions and all our offers and/or sales agreements and/or contracts for work are governed by Dutch law, with the exception of the provisions in Article 7 of these General Terms and Conditions. The applicability of the Vienna Convention on International Sales Contracts for Goods of April 11, 1980 is expressly excluded. The competent court in Zwolle is authorized to hear legal actions brought by and/or against us, without prejudice to our right to submit the dispute to another competent court if desired. The above does not affect our rights to obtain a ruling through arbitration by the International Chamber of Commerce in accordance with the Arbitration Rules of the International Chamber of Commerce, by one arbitrator. The place of arbitration is Emmen, Netherlands.The arbitration procedure is conducted in the English language.

16. Limitation Period

Claims and defenses based on facts that would justify the assertion that the delivered item does not conform to the agreement, are subject to a limitation period of one year after delivery.

17. Conversion

If and to the extent that, based on reasonableness and fairness, no claim can be made on any provision in these General Terms and Conditions, that provision shall be given a meaning as similar as possible in content and scope, which can be invoked. These general Sales and Delivery terms have been filed with the Chamber of Commerce. The most recently filed version applies.