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General conditions of Sale - Netraco Garments BV., Amsterdam, The Netherlands

1. Applicability; These general conditions of sale (the “Conditions”) regulate: (a)  the sale of products as indicated in the purchase order (the “Products” and the  “Order”); and (b) any future sales of Products between NETRACO GARMENTS BV,  AMSTERDAM, THE NETHERLANDS (the “Seller”) and the Buyer, also on the basis  of verbal agreements. The Conditions supersede and prevail over any other  condition, agreement, commercial use and/or procedure. Should there be any  contradictions amongst the different versions the English version shall prevail. 

2. Orders: (2.1) The Order constitutes an irrevocable purchase offer unless within  10 days after receipt of the Order by the Seller, the Seller informs the Buyer or the  Buyer informs the Seller in writing, to cancel the order. Due to such a cancellation  the agreement will be dissolved, without the Buyer or the Seller being entitled to  any compensation. (2.2) The Sale and Purchase agreement is only entered into:  (a) with written Order confirmation; or (b) with performance of the Order by the  Seller by delivering the Products, as laid down by art. 5 below.  

3. Price: Unless otherwise specified, the prices and references to invoiced  amounts are net and do not include VAT or any other tax or duty on the price.  Other costs are regulated by the delivery terms. Payment of the purchase price of  the Products by the Buyer will be made in the currency indicated in the Order. 

4. Terms of payment: (4.1) The payment of the price of the Products to the  Seller must be made in full as indicated in the acceptance for Order confirmation,  or in the Seller’s invoice and will be mandatory for the Buyer. The Seller has the  right in case the Buyer has not paid his last outstanding claims on time or - if  applicable - is no longer insurable according to a credit insurer, without prejudice  to its other rights as a result of these conditions and / or the law, the right to  provide security for demand payment and / or advance payment and / or  immediate payment upon first offering the goods to the buyer (cash on delivery)  for all current agreements between the Seller and the Buyer; (4.2) If the Buyer  omits or delays any payment, the Seller, without prejudice to any other remedy,  may: (a) suspend all deliveries until the whole amount has been paid; and/or (b)  demand that the Buyer produce a satisfactory guarantee of payment within 5 days;  and/or (c) cancel all the pending Orders or deliveries, 14 days after sending the  Buyer a final demand for payment; and/or (d) remove the goods under reservation  of title of the Seller by entering the Purchaser’s premises. Any delay in the  payments makes the Product purchase price indicated in the Order and any other  sum due from the Buyer to the Seller of any kind immediately payable. Without  prejudice to further damage repayment (e.g.: cost of Product storage), a default  interest rate is applied to the matured amounts of 1% per month, due from the  foreseen payment date up to the payment. (4.3) The payments are only  considered to have been fulfilled when they are accredited to the account of the  Seller. (4.4) The Buyer cannot set-off, or suspend payments for any reason, even  if faults, defects or non-conformities of the Products (“Faults” or "Fault") have  been claimed. 

5. Product delivery terms: (5.1.) The delivery term of the Products is not  mandatory; the Seller will do good faith efforts to deliver within the term indicated  in the box marked “DELIVERY PERIOD” of the acceptance module for Order  confirmation (with a tolerance of 15 calendar days). Different agreements will be  not applicable unless they are in written form and they will apply only to the Order  to which they refer. (5.2) Unless otherwise agreed upon the delivery is “Ex  Warehouse”. (5.3) If the Buyer does not take delivery of the products in  conformity with the contract or fails to take any step necessary for delivering the  Products, the Seller may: (a) terminate the contract and sell the Products to third  parties and/or (b) demand the performance of the Order by the Buyer; and/or (c)  deposit the Products due at the Buyer’s risk and expense in fulfilment of any  Seller’s obligation. Any damage or cost are at the Buyer’s expense. (5.4) Unless  agreed upon in writing, the Seller may divide each order in one or more deliveries. 

6. Controls of the quantity and quality of the Products delivered: (6.1)  The Buyer has the duty to check the integrity of the packaging and of the Products  and the transport documents. (6.2) Returning the Products is excluded unless (a)  a Fault is reported pursuant to art. 7.2 and (b) the Seller has authorised the return  in writing.  

7. Control, guarantee and responsibility of the Seller: (7.1) Within the  terms and limits of these general conditions of sale Seller guarantees (a) the  delivery of the Products as per the Order confirmation and, if an Order is sent in  several shipments, as per the delivery documents; (b) absence of Faults. The  guarantee does not cover differences of colour, shape or size of the Products  which come within the market’s standards of tolerability. The guarantee does not  cover unsubstantial differences between the samples and the Products or the  differences in colour or shades between different Products as usually accepted in  the market’s standard practice. (7.2) In case of Faults evident upon an external  examination of the packing, the Buyer must make a written claim to the Seller no  later than three working days after that of receipt and the specific grounds of the  claims. In the case of Faults which are not obvious upon an external examination  of the packing, the Buyer must make a written report within 15 days of receipt of  the Product, indicating the specific Fault. If a timely report is not made, the  Products will be considered to have been delivered in the requested quantity and  without Faults. (7.3) In the case of ascertained Faults, the Seller is only obliged to  the following at its own indisputable discretion: (a) delivering the missing Products  to the Buyer, or (b) replacing the defective Products returned by the Buyer  pursuant to art. 6.2 above or (c) reducing the price of the Products. (7.4) The  Buyer will inform the Seller at the latest when the Order is placed of any specific  applicable legal provision relevant to the delivery or use of the Products. In case of  commission, the Buyer may not make any claims regarding these provisions and  must guarantee the Seller against any claims of third parties and costs. (7.5) The  Seller’s responsibility may not exceed the repayments to the Buyer of the price  paid for the faulty Products. 

8. Force majeure: The Seller is not responsible for damages caused by  circumstances outside the reasonable control of the Seller, including fortuitous  events, uprisings, strikes, blockades, union disputes or work disorders, accidents,  breakage of plants or machinery, fires, floods, storms, difficulties or increases in  the cost of manpower, materials, transport or processing raw materials on the  Seller’s usual source of supply, difficulty or increase of the production costs of the  Products affecting the Seller’s normal means or difficulty or increase of the delivery  costs of the Products affecting the Seller’s usual delivery mode. In these  circumstances the Seller may, at its own discretion, cancel any Order or delivery. 

9. Indemnification obligations: The Buyer is committed to indemnify and hold  the Seller harmless from any costs, damages or sanctions deriving from the sale or  use of the Products, Product non conformity with the applicable standards or from  any activity (even promotional) with regards to the Products or the packing, which  cause a violation of third parties’ right or claims. The Buyer will immediately  inform the Seller of these circumstances and will provide reasonable assistance to  the Seller. 

10. Termination by the Seller: Without prejudice to any other remedy, the Seller may, immediately with a written communication even sent by fax, terminate  the Order and any other agreement with the Buyer: (a) if the Buyer is wound up  even voluntarily, or a restructuring or insolvency procedure is started up against  them (bankruptcy, etc.) or if a relevant petition is presented; or if (b) a request is  presented for the appointment of a receiver or administrator for the business of  the Buyer; or (c) if the Buyer becomes insolvent or if the financial conditions of the  Buyer may affect the guarantee in favour of the Seller constituted by Buyer’s  equity (e.g.: withdrawal or reduction of guarantees by third parties of the Seller’s  credits); (d) in case of any change in the shareholding the Buyer’s termination of  the latter; and/or (e) in any case of termination of any other agreement (e.g.  distribution, sale concession, retail, agency franchising, etc) possibly in force  between the Buyer and the Seller, and/or between the Buyer and NETRACO  GARMENTS BV. In case of withdrawal, under art. 10, all the amounts due for any  reason to the Seller from the Buyer at the date of the cancellation of the Order will  become immediately payable. 

11. General clauses: None of the rights or obligations of the Buyer may be  assigned. No intellectual property rights or know-how is assigned or licensed to the  Buyer with the Purchase of the Products. Invalidity of one or more of the  provisions of the Conditions does not affect the remaining provisions. Any  amendment and integration must be made in writing and approved by the Seller.  Data Protection Statement: the Seller complies with the laws in force and collects,  stores and processes only the data necessary for the Order and/or for the  contract(s) with the Buyer, to ensure a high quality of the services, for the safety  of the operations and the infrastructure and for billing purposes. The Buyer  accepts that the Seller may request information on it or transmit data regarding its  payment habits to third parties, use its data for services conforming with specific  needs and for specific commercial offers and that its data may be processed, even  abroad, not only by the Seller, but also by NETRACO GARMENTS BV or its other  subsidiaries for the same purposes. The Seller may communicate the data of the  Buyer to third parties if necessary to supply services or for collection of  receivables. 

12. Intellectual Property: All intellectual property rights connected to NETRACO  GARMENTS BV (including its contents) are the exclusive property of NETRACO  GARMENTS BV; NETRACO GARMENTS BV and its contents shall not be reproduced,  either partially or entirely, transferred by electronic or conventional means,  modified, linked or utilized in any way, without prior written consent from  NETRACO GARMENTS BV. 

13. Termination of contract, cancellation or refusal of order: (13.1) If the  seller terminates an agreement for breach of any payment obligation or other  material obligation, the buyer shall be obliged to co-operate in undoing or  returning any deliverables already received but also to pay damages equivalent to  50% of the order value of the items, without affecting the seller’s right to claim full  compensation. (13.2) If buyer cancels or refuses an order before payment, buyer  is obliged to pay 50% of the price mentioned in the order, notwithstanding seller's  right to claim full damages. 

14. Retention of title: (14.1) All products supplied, delivered and yet to be  delivered by the Seller to the Buyer, paid or not paid by the buyer remain the full  property of the Seller until all the outstanding invoices, interests and costs are paid  in full by the buyer to the Seller. (14.2) By the Seller supplied products, that in  accordance with paragraph 14.1 are part of the retention of title, may be sold as  part of the normal course of business. The Buyer is not entitled to pledge the  products or start any other right branches until all outstanding invoices are paid in  full to the Seller. (14.3) If the Buyer fails to fulfil its obligations or there is  reasonable fear that the Buyer will not fulfil its obligations, the Seller is entitled to  get back all products of the outstanding invoices, which is referred to in paragraph  14.1 retention of title, from the Buyer or third parties that keep the products of the  Buyer. (14.4) Retention of title shall not be waived for payment by third party  subrogated by the Seller’s claim. 

15. Applicable law and Court of Jurisdiction: Any Order and any future sale  of Products are regulated by substantial Dutch law, excluding the United Nations  Convention on contracts for the International sale of goods (1980) and the  provisions of Dutch international private law. The Seller may, however, elect to  submit a dispute with the Buyer to the competent court in the place where Buyer's  business is registered or where Buyer is officially domiciled, and may elect whether  or not the law of the country where the Buyer is registered/domiciled shall apply.  Any disputes regarding the Conditions or the Order will be decided exclusively by  the Court of Amsterdam (Netherlands).

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