General Terms and Conditions of Sale and Delivery

In these general terms and conditions the following terms shall have the following meanings:

AB - Authentic Brands VOF

Purchaser - The natural or legal person who has entered into an agreement with AB;

Goods - The products offered, sold and/or delivered by AB to the Purchaser;

Agreement - An agreement between AB and the Buyer regarding Goods

Article 1: Applicability/changes

1. These general terms and conditions apply to all offers, orders and the formation, content and performance of an Agreement.

2. The applicability of the general terms and conditions used by the Purchaser is expressly excluded.

3. Deviations from these general terms and conditions are only valid if recorded in writing between the parties and provided with a date and signature of both parties.

4. Where these general terms and conditions refer to 'written', a message by e-mail, provided that this e-mail is confirmed with a so-called 'reply', is considered equivalent.

5. In the event of any conflict between any provision of the Agreement and the text of these general terms and conditions, the provisions of the Agreement shall prevail.

6. If one or more provisions of these general terms and conditions are null and void or are annulled, the other provisions of these general terms and conditions will remain fully applicable. AB has the right to replace the null and void or annulled provision(s) with (a) new provision(s), whereby, if and to the extent possible, the purpose and scope of the original provision(s) will be taken into account.

Article 2: Offer/Order confirmation/ Agreement

1. Offers by AB are without obligation and partly based on information provided by the Purchaser.

2. Orders for Goods must be placed in writing or digitally and cannot be revoked.

3. An Agreement is concluded by AB sending an order confirmation to the Purchaser. If and to the extent that the quantities, types, sizes or colours of Goods ordered by the Purchaser cannot be delivered, AB is entitled to send an order confirmation that deviates from the order, but taking the order into account as much as possible. The Purchaser is bound by this.

4. AB is never obliged to accept an order. Not even if AB has already delivered Goods to the Purchaser prior to an order, regardless of the number, regularity and duration of such deliveries. Repeated deliveries by AB to the Purchaser will never lead to the creation of a continuing agreement, unless expressly agreed otherwise in writing.

Article 3: Price and payment

1. The purchase price is in euros, exclusive of VAT and other government levies, as well as exclusive of all costs necessary for the performance of the Agreement, including, but not limited to, costs of transport, packaging, insurance, assembly and the like, unless expressly agreed otherwise in writing.

2. Payment of the purchase price must be made in euros.

3. The Purchaser is obliged to pay the purchase price within 30 days after the invoice date. If the Purchaser pays the purchase price within 10 days after the invoice date, she is entitled to a discount of 2% of the purchase price (excluding VAT).

4. The Purchaser is not entitled to offset the purchase price against any counterclaim it may have against AB or to suspend payment of the purchase price in whole or in part.

5. All payments by the Purchaser to AB will first be deducted from the interest and costs owed by the Purchaser to AB, and then from the oldest outstanding invoice of AB.

6. AB is entitled to request advance payment of the full or part of the purchase price in respect of the delivery of the Goods. In that case, AB will only deliver the Goods after the requested advance payment has been received.

7. If the Purchaser fails to meet its payment obligations in a timely manner, it will be in default by that fact alone, without any notice or notice of default being required, in which case all claims on the Purchaser will be immediately due and payable and the Purchaser will owe statutory interest from that moment on.

8. If the Purchaser fails to pay the amount due plus the statutory interest, AB will hand over the claim for collection. In that case, the Purchaser is obliged to pay the actual collection costs, but at least 15% of the amount due plus the statutory interest.

9. Objections to invoices must be submitted in writing within 14 days of the invoice date.

Article 4: Delivery

1. Unless otherwise agreed in writing, delivery shall be ex works (Incoterms 2000), from AB's warehouse.

2. Although AB will make every effort to meet the agreed delivery term, these delivery terms are not fatal.

3. At the request of the Purchaser, AB will have the Goods transported by a transport company selected by AB.

4. AB is entitled to deliver and invoice the Goods in parts.

5. AB will make every effort to deliver the agreed sizes, types, colours and quantities of Goods, but is dependent on suppliers. Therefore, AB reserves the right to deliver deviating sizes, types, colours and/or quantities, if the agreed sizes, types, colours and quantities cannot be delivered.

6. At AB's first request, the Purchaser is obliged to provide information that AB deems necessary for the sale and delivery of the Goods. This includes in any case: the delivery address, if this differs from the address as stated in paragraph 1 of this article; the store address; the invoice address; the VAT number; the registration number of the Chamber of Commerce and a bank account, BIC and IBAN number/code of the Purchaser.

Article 5: Recommended retail prices

AB is authorized to provide the Purchaser with recommended retail prices for the Goods. The Purchaser is, however, free to deviate from this recommended price.

Article 6: Resale

1. If the goods purchased by or through AB are resold by the buyer to non-private individuals, these general terms and conditions must also be declared applicable, provided that each subsequent non-private buyer is in turn bound by these general terms and conditions.

2. The buyer is not permitted to sell the goods purchased from or via AB to non-private individuals who can reasonably be expected, or who are known, not to comply with these general terms and conditions, or who have been excluded by AB from the purchase of one or more of its goods.

3. If minimum sales prices have been set by AB for goods, these goods may only be offered, sold or delivered at prices equal to or higher than these minimum sales prices, except with the express written permission of AB. The buyer is not permitted to give discounts, in any form whatsoever, on the goods purchased by the buyer by or through AB without the express written permission of AB. Nor may these goods be used as a gift, or offered, sold or delivered together with other goods at the total price. This applies to both resale to private individuals and resale to non-private individuals.

Article 7: Force Majeure

1. The agreed delivery period will be extended by and AB will not be in breach of its obligations towards the Purchaser during the period during which AB is prevented from fulfilling those obligations due to force majeure.

2. Force majeure on the part of AB shall apply in the event of any circumstance beyond the control of AB - even if this was foreseeable at the time the Agreement was concluded - which permanently or temporarily prevents the fulfilment of its obligations, as well as, insofar as not already included: war (threat of) terrorism, civil war, riot, revolution, strike, molestation, fire, water damage, flooding, government measures, import and export restrictions, transport difficulties due to weather conditions and traffic disruptions, disruptions in the supply of energy and water in AB's company, disruptions in the information and communication technology facilities in AB's company and - as a result of whatever cause - late or incomplete delivery by AB's suppliers and/or any prohibition of delivery imposed by suppliers or any other party.

3. If delivery is delayed by more than 6 months due to force majeure, both AB and the Purchaser are entitled to terminate the Agreement by registered letter, without this giving rise to any right to compensation for either party.

4. If AB has already partially fulfilled its obligations or can only partially fulfil its obligations when force majeure occurs, it is entitled to invoice the part already delivered or the part that can be delivered separately and the Purchaser is obliged to pay this invoice as if it concerned a separate Agreement.

Article 8: Retention of title and risk

1. All Goods sold and/or delivered by AB shall remain its property until the Purchaser has fulfilled all its obligations under the Agreement, including any damages, costs, interest and fines. Until that time, the Purchaser shall be deemed to hold the Goods exclusively for AB. The Purchaser may not alienate the Goods, except in the normal course of its business, and may not transfer, deliver, pledge or otherwise encumber the Goods as security.

2. If the Purchaser fails to fulfil its obligations even after written notice or if there is reasonable fear that it will not do so, AB is entitled to remove the delivered Goods from the Purchaser or third parties who hold the Goods for the Purchaser. The Purchaser is obliged to provide full cooperation in this regard, under penalty of a fine of 10% of the amount owed by it for each day that it fails to fully fulfil this obligation.

Article 9: Guarantees

1. AB warrants for a period of 12 months after delivery of the Goods to the Purchaser that the Goods delivered by it are of merchantable quality and free from defects at the time of delivery, in accordance with the samples shown to the Purchaser.

2. However, AB is never bound by a more extensive guarantee than the guarantees provided to AB by the supplier of the delivered Goods.

Article 10: Inspection and complaints

1. The Purchaser must examine the Goods at the time of delivery for correctness in accordance with the Agreement on the basis of the packing slip and the invoice and for suitability for normal use.

2. If visible defects or shortages are found, the Purchaser must report these to AB in writing within 14 days of delivery, submitting the order, order confirmation, packing slip, transport documents and invoice.

3. The Purchaser must report any non-visible defects to AB in writing within 14 days of discovery, but no later than 12 months after delivery of the Goods, submitting the order, order confirmation, packing slip, transport documents and invoice.

4. After written notification of defects by the Purchaser, as described in one of the previous two paragraphs of this article, AB will assign a 'Return Mentioned Authorization' (RMA) number to that notification. The Purchaser will return the allegedly defective Goods to AB, at its own expense and risk, exclusively at the request of AB and stating this RMA number.

5. Returns in accordance with the provisions of the previous paragraph of Goods that have not yet been resold by the Purchaser will only be made in their original condition and packaging, without any stickers, barcodes or other markings affixed to them by the Purchaser.

Article 11: Liability

1. If the Goods do not comply with the warranty as stated in article 8 of these conditions, at the discretion of AB, and the Purchaser has reported this to AB in a timely manner and in accordance with the provisions of the previous article, AB will replace the defective (parts of the) Goods or, at AB's discretion, repair them.

2. The provisions of the previous paragraph shall not apply if the defect has arisen as a result of incorrect or unskilled use, unauthorized repair or modifications by the Purchaser or third parties of the Goods or as a result of normal wear and tear of the Goods during use thereof. Incorrect use shall in any case be understood to mean use for purposes other than those for which the Goods, by their nature, were produced or used in violation of any conditions of use supplied by the AB or its supplier.

3. Without prejudice to the provisions of the first paragraph of this article, AB shall never be liable for damage, regardless of the cause, except to the extent that the damage is caused by intent or gross negligence on the part of AB that cannot be legally excludable or such liability cannot be excluded under mandatory law. With regard to intent or gross negligence, the burden of proof rests with the Purchaser.

4. The provisions of the previous paragraph apply to all forms of both direct and indirect damage.

5. Without prejudice to the provisions of this article, AB's liability shall at all times be limited to the net invoice value of the Goods delivered in respect of which such liability is established, up to a maximum of the amount paid out under its liability insurance in the relevant case.

6. The Purchaser shall indemnify AB against all claims by third parties relating to the delivered Goods to the extent that AB has excluded such claims against the Purchaser, unless such mandatory indemnity is contrary to mandatory law.

Article 12: Provision of data, insight into accounting

1. The Purchaser is obliged to keep proper bookkeeping and inventory records.

2. The Purchaser is obliged to provide AB, upon first request, with a written statement of the number of goods sold and/or delivered in the past month, complete with prices, dates, addresses and names of its suppliers.

3. AB and its accountant are authorized to inspect the documents relevant to AB from the administration of the Purchaser, at AB's expense. The Purchaser shall provide full cooperation in this regard.

Article 13: Marketing

1. The Purchaser is only authorised to make/conduct advertising with regard to the Goods if and to the extent that this serves the purpose of reselling the Goods.

2. If and to the extent that AB contributes to the costs of the advertising to be made/carried by the Purchaser with regard to the Goods, AB may impose additional requirements on the Purchaser with regard to the advertising to be made/carried. This includes, but is not limited to, the requirement to submit a proof of the advertising material to AB for approval prior to publication, as well as to state in which publication this material will appear.

3. If the Purchaser violates one or more provisions of this article, it shall forfeit to AB an immediately due fine of € 10,000 (in words: ten thousand euros) per violation and € 2,500 (in words: twenty-five hundred euros) for each day that the violation continues, without prejudice to AB's right to claim damages and to use other legal remedies.

Article 14: Intellectual Property Rights

1. The Purchaser is only authorised to use any intellectual or industrial property right relating to the Goods if and to the extent that this is necessary for the resale of the Goods in the normal course of its business. The Purchaser is prohibited from depositing, recording or claiming such rights to the Goods as its own rights.

2. The Purchaser is prohibited from removing or changing any mark, sign, letter, number or other indication affixed to the Goods.

3. The Purchaser is obliged to maintain confidentiality of the knowledge it has acquired regarding the intellectual property rights relating to the Goods and regarding the companies of AB and its suppliers.

4. Termination of the Agreement shall not release the Purchaser or its successors from the provisions of this Article.

5. In the event of a breach of one or more of the provisions of this article, the Purchaser shall forfeit to AB an immediately due fine of €10,000 (in words: ten thousand euros) per breach and €5,000 (in words: five thousand euros) for each day that the breach continues, without prejudice to AB's right to claim damages and to use other legal remedies.

Article 15: Termination, termination of Agreement

1. The Agreement may be terminated by AB with immediate effect and without judicial intervention if:

- the Goods can be delivered by AB, but are not collected by the Purchaser on two occasions;

- After concluding the Agreement, AB becomes aware of circumstances that give AB good reason to fear that the Purchaser will not (be able to) meet its obligations;

- the Purchaser breaches one of the provisions of Articles 12 or 13 of these terms and conditions or, even after written notice of default stating a reasonable period for compliance, fails to comply or fails to fully comply with its other obligations under these general terms and conditions or the Agreement.

In the aforementioned cases, AB's claims against the Purchaser shall be immediately due and payable, without prejudice to AB's right to full compensation.

2. Notwithstanding the provisions of the previous paragraph, the Agreement may be terminated by the parties with immediate effect and without judicial intervention if:

- the other party obtains (provisional) suspension of payments, is declared bankrupt or a request to that effect has been filed, offers its creditors an out-of-court settlement, or otherwise loses the free management of its assets, in whole or in part;

- the other party ceases to exist or is dissolved as a result of a merger/demerger.

3. Each party undertakes to notify the other party immediately after any of the facts referred to in the previous paragraph has occurred with respect to it.

4. Termination of the Agreement on the basis of this article shall take place exclusively by sending a registered letter to the other party.

Article 16: Applicable law, choice of forum, translation

1. These general terms and conditions, all Agreements and all other legal relationships between AB and the Purchasers are governed by Dutch law, with the exception of the Vienna Sales Convention.

2. All disputes between AB and the Purchaser shall be brought exclusively before the competent court in The Hague. AB shall be entitled to submit a dispute to another competent Dutch court.

3. For translations of the General Terms and Conditions, the Dutch text is binding.