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Terms and conditions

Terms and conditions

1. Applicability

1.1. The General Sales and Delivery Conditions of Dutch Toys Group B.V. (hereinafter referred to as the “Conditions”) are applicable to and form part of all tenders, offers, invoices, sales and
deliveries and all related agreements between Dutch Toys Group B.V. (hereinafter "DTG") and each person and/or legal entity requesting DTG to sell and deliver products or provide a
service, or to issue an offer or prepare a tender thereto (hereinafter the “Buyer”), irrespective of whether or not an agreement is actually entered into.
1.2. Any general or other conditions of the Buyer shall not apply. The Buyer can only rely on conditions that run contrary to or supplement these Conditions and/or his own general or other
conditions if, and insofar as, these have been explicitly accepted in writing by DTG. Any provisions agreed between DTG and the Buyer that run contrary to or supplement these
Conditions shall not have any effect on the validity of the other provisions in these Conditions or on other agreements between the parties.
1.3. Once the Buyer has concluded an agreement with DTG governed by the present Conditions, all subsequent agreements between DTG and the Buyer shall automatically be governed by
these Conditions.

2. Offers, orders and the conclusion of agreements

2.1. All offers and tenders by DTG as well as all purchase orders from the Buyer, both oral and in writing, are without obligations and not binding on DTG as such.
2.2. All documents and data, including any design, drawings, models, photographs, samples, indicated measurements, dimension and weight specifications, or other information and data
provided in catalogues, folders, brochures and other documents, are as accurate as is reasonably possible, but are not binding on DTG. They may not be considered as exact
representations of what DTG offers.
2.3. An agreement between DTG and the Buyer shall be concluded as soon as the Buyer’s purchase order or the Buyer’s acceptance of DTG’s offer is confirmed in writing by DTG, or as soon
as DTG has initiated the execution of such purchase order, whichever is the sooner.
2.4. Each order from the Buyer accepted by DTG or offer from DTG accepted by the Buyer, in the manner as provided for in Article 2.3, shall result in a separate agreement between DTG and
the Buyer.
2.5. Any agreements deviating from these Conditions that were made between the parties prior to these Conditions shall be cancelled as soon as a subsequent agreement has been
concluded between them, unless the parties agree otherwise in writing.

3. Prices

3.1. Unless otherwise agreed in writing, all prices are inclusive of VAT, freight costs, insurance and of levies imposed by any government.
3.2. The purchase price of the products shall be the price set out in the price list of DTG that is current at the time of DTG’s acceptance of the order, and any suggested retail prices indicated
therein. These prices are determined annually and printed in periodic price lists.
3.3. DTG is entitled to modify its prices by giving 30 (thirty) days written notice to the Buyer, in which event the Buyer shall be obliged to pay the increased purchase price. If such an increase
of prices is effected within 2 (two) months from the date on which the agreement was concluded, the Buyer shall have the right to dissolve the agreement in writing, provided that the
agreement has not been executed, but shall be under the obligation to compensate DTG for any costs that it may have incurred in connection with the agreement. Such dissolution shall
not oblige DTG to compensate the Buyer for any costs incurred or any damage suffered.

4. Payment

4.1 The Buyer shall ensure that payments are received into DTG’s bank account, as indicated on the invoice, on the date agreed upon, or if no such date has been agreed upon, within 30
(thirty) days from the invoice date.
4.2 DTG has the right at all times to demand payment in advance, down payment, or cash payment at the time of delivery. The buyer shall comply with such demands.
4.3 DTG has the right at all times to request security for the payment of the purchase price of the products to be delivered, in a manner to be approved by DTG. The Buyer shall comply with
such request.
4.4 DTG is entitled to invoice every partial delivery, as referred to in article 5.4 of these Conditions, separately.
4.5 As soon as the payment period as set forth in Article 4.1 above has been exceeded, the Buyer shall be deemed to be in immediate default by operation of law, without any further
notification of default being required. In such an event, all DTG’s claims against the Buyer, irrespective of their nature, shall become immediately due and payable, and DTG shall also be
entitled to claim payment of interest at 2 % per month, to be calculated on a monthly basis in respect of the whole of the invoice value, it being understood that a part of a month shall be
charged as a full month.
4.6 All expenses related to extra judicial and/or or judicial collection of any claim against the Buyer, shall be for the account of the Buyer. Such expenses are estimated to be 15% of the sum
to be collected, but never less than Euro 750, without prejudice to DTG’s right to claim the actual costs made.
4.7 All DTG's claims against the Buyer, irrespective of the nature thereof, shall become immediately due and payable in the event that an attachment is made to part or all of the Buyer's
assets, the Buyer applies for a moratorium of payment, the Buyer's bankruptcy is requested, the Buyer offers a settlement to its creditors or otherwise proves to be insolvent, the Buyer
proceeds to liquidate its company, the buyer chooses a different legal form to practice its enterprise, a change of ownership of the Buyer occurs, the Buyer transfers it’s rights under the
agreement(s) with DTG to a third party, or changes its registered office and/or relocates its domicile to a location abroad.
4.8 Each payment made by the Buyer shall first be applied against any interest or costs due and then, once these have been settled in full, against the oldest outstanding invoice, regardless
of whether or not the payment expressly indicates otherwise.
4.9 The Buyer shall not be permitted to set off any of its debts against any disputed or undisputed debt owed by DTG to the Buyer, or to suspend payment of a debt of DTG in connection with
any disputed or undisputed debt to the Buyer.
4.10 DTG shall be entitled to rescind any other agreement with the Buyer in whole or in part or to suspend delivery until full payment of any outstanding and due invoice has been received by
DTG. Furthermore, DTG shall be entitled to full compensation of damages in the event that the Buyer fails to meet any of its obligation on time and/or in full or in part, pursuant to the
agreement.

5. Delivery and delivery time

5.1. Unless agreed otherwise in writing, deliveries shall be made EX-Works and in accordance with the relevant provisions of the most recent Incoterms. Any delivery terms agreed between
the parties in an individual agreement that run contrary to the provisions laid down in these Conditions shall only apply to the aforesaid individual agreement, and shall not apply to any
subsequent agreements between the parties unless expressly agreed in writing.
5.2. Part-deliveries or deliveries in advance are permitted. The Buyer is obliged to accept in full the products delivered by DTG at the moment DTG delivers the products to the Buyer. These
Conditions shall apply to both part-deliveries and full deliveries.
5.3. All risks relating to the products shall transfer to the Buyer at the moment of delivery.

6. Claims of recovery

6.1. Claims of recovery with regard to visible defects in the products must be submitted in writing within 8 (eight) days commencing on the day of delivery. Failure to do so shall result in the
Buyer forfeiting its right to invoke the relevant claim against DTG.
6.2. Claims of recovery with regard to non-visible defects must be submitted to DTG within 8 (eight) days of the date on which the defects were or could reasonably have been discovered.
Such claims must in any event always be submitted in writing within 3 (three) months commencing on the day of delivery. Failure to do so shall result in the Buyer forfeiting its right to
invoke the relevant claim against DTG.
6.3. Claims of recovery shall never give the Buyer the right to suspend any payment.
6.4. If and to the extent that DTG finds that a recovery claim relating to the products is justified, and the Buyer has, in DTG’s opinion, provided satisfactory evidence as to the defects existing
at the time of delivery, DTG shall, at its own discretion, either (1) replace the products free of charge; (2) repair the product or the defective part of the product; or (3) refund the purchase
price of the products to the Buyer, without being under any obligation to pay compensation.
6.5. Products that have been reported to be defective pursuant to Articles 6.1 or 6.2 can never be returned unless express written consent has been given by DTG.
6.6. Costs exceeding the normal costs of repair or replacement of the Products, shall be for the account of the Buyer, as well as costs of transportation, travel- and accommodation expenses,
labour costs caused by the Buyer, and other costs that are not reasonably for the account of DTG.

7. Retention of title

7.1. Without prejudice to the transfer of risk pursuant to Article 5.5 of these Conditions, DTG shall retain title to all products delivered to the Buyer until all amounts due in connection with any
agreement or any order have been paid in full, such amounts to include interest and costs to which DTG is entitled concerning any default by the Buyer to comply on time or properly with
any agreement and any order.
7.2. During the retention of title, the Buyer shall not be entitled to pledge the products or encumber the products with any right in favour of any third party. Notwithstanding the retention of title
as described in this article, the Buyer shall have the right to sell the product in its ordinary course of business. The Buyer shall agree a retention of title clause with its customers that is
substantially similar to the arrangement in this article. The right to sell products which are still subject to the retention of title, shall lapse automatically if any attachment is made against
the Buyer, moratorium of payment is granted to or filed for the Buyer, the bankruptcy of the Buyer has been applied for or the Buyer makes a settlement with its creditors.
7.3. The Buyer shall, for the duration of the retention of title, apply a reasonable degree of care towards the products, including adequate insurance of the products, against damages
including, but not limited to, damages caused by fire, explosion and flooding by water, as well as against theft and other calamities.
7.4. If the Buyer fails to observe in full its payment obligations to DTG, or if DTG has good reason to believe that the Buyer will not fulfil these obligations in relation to the products supplied
but not paid for, or in the event that third parties claim rights in connection to such products, or if the Buyer files a petition for bankruptcy or moratorium of payment, is involved in a
winding up (voluntary or not) of all or parts of its business activities, has assets seized or is subject to insolvency measures, or any settlement is made with creditors, DTG shall be entitled
to have such Products collected, and shall recover possession thereof on either a temporary or a definite basis. The Buyer shall authorise DTG to gain access to the site and/or building
where the products are located in order to recover possession thereof.
7.5. In the event that any third party claims a right in connection with products delivered by DTG to the Buyer but not paid for, the Buyer shall be obliged to forthwith notify DTG thereof within
24 (twenty-four) hours after the Buyer became aware of such claim.
7.6. The costs related to the recovery of possession, including costs of transportation and storage, shall be at the expense of the Buyer.
7.7. After recovering possession, DTG shall be entitled, but not in any way obliged, to sell the products to any third party, it being understood that the fair market value or the net sales
proceeds of such products, whichever amount is lower, will be deducted from the amounts payable by the Buyer, without prejudice to DTG’s right to receive full compensation for the
damage caused by the default of the Buyer.

8. Warranty

8.1. DTG warrants the products manufactured and/or delivered by it for the period en under the conditions indicated in the warranty certificate that is delivered with the products concerned.
8.2. The Buyer shall, without limitation, not be entitled to any claim under the warranty or right of recourse against DTG if:
a. the Buyer is in default in relation to any obligation to DTG;
b. the alleged defect does not qualify as a defect in connection with the ordinary use of the delivered products;
c. the alleged defect concerns relatively minor anomalies which are customary in trade and/or technically unavoidable;
d. the products delivered have been used under conditions other than those for which the products are designed;
e. the products have been altered, processed, assembled of maintained in violation of DTG’s instructions, or have been repaired by others than DTG, except in the event that the
Buyer can prove that the defect has been repaired by a professional and capable technician and the Buyer could not reasonably have been expected to ask permission from DTG in
advance or wait for the assistance of DTG;
f. the Buyer has made statements, directly or through advertising, concerning the properties of the products, that deviate from DTG’s own statements;
g. the alleged defect was known or could have been known by the Buyer, or the alleged defect was caused by circumstances that appeared after the products were delivered to the
Buyer.
8.3. In the event of a defect appearing during the period of warranty, the Buyer shall, as soon as possible but no later than 30 (thirty) days after the failure could have been reasonably
discovered, notify DTG of this complaint as well as the nature of the defect in writing, by filing a completely filled out warranty form and by complying with all conditions set out in said
warranty form and with the agreed warranty procedure, if any. The Buyer’s right to make any claim on the basis of the warranty shall immediately lapse upon expiration of this notification
term of 30 (thirty) days.
8.4. If DTG is of the opinion that the complaint is justified, it shall at its own discretion either (1) replace the products free of charge; (2) repair the product or the defective part of the product;
or (3) refund the purchase price of the products to the Buyer. Costs exceeding the normal costs of repair or replacement of the products, shall be for the account of the Buyer, as well as
costs of transportation, travel- and accommodation expenses, labour costs caused by the Buyer, and other costs that are not reasonably for the account of DTG. The Buyer shall in any
event offer all assistance to DTG free of charge to support DTG in repairing the defect within a reasonable time.
8.5. A defect in the products delivered shall not at any time entitle the Buyer to suspend any payment or to dissolve the agreement.
8.6. The warranty as referred to in Article 8.1 and the warranty certificate meant in that Article is exclusive and all other guarantees, whether express or implied, including any guarantees of
merchantability, and any guarantees of fitness of purpose, but without limitation thereto, are excluded.

9. Liability

9.1. DTG shall not accept any other liability for non-conformity of DTG’s products other than those warranted pursuant to Article 8 of these Conditions, nor shall DTG accept any liability for
damage and/or loss ensuing from or caused by its failure to perform its obligations under any agreement with the Buyer or any order from the Buyer or caused by a wrongful act to the
Buyer, unless caused by an intentional act or intentional omission or gross negligence (“opzet of bewuste roekeloosheid”) of DTG’s management or the managerial staff (“tot de
bedrijfsleiding behorende leidinggevende ondergeschikten”). DTG shall also not accept any liability for damage and/or loss that can be attributed to an act or omission of the Buyer, an
employee of the Buyer or a third party acting on behalf of the Buyer.
9.2. DTG shall not accept any liability whatsoever for consequential damages, including damage or loss ensuing from late delivery and loss of profit.
9.3. DTG’s liability shall at any time be limited to the purchase price of the damaged products, or, when covered by any insurance of DTG, to the amount that is paid for the matter concerned
under the relevant insurance policy of DTG.
9.4. DTG may impose the obligation on the Buyer to take products that the Buyer has brought onto the market and which are defective or in which a defect has been discovered, off the
market within a reasonable period of time, the length of which is to be determined by DTG (recall action). All expenses involved therein and/or all damages ensuing there from are for the
account of the Buyer, unless DTG can be blamed for the defect in accordance with Articles 8 and 9 of these Conditions.

10. Obligations for the Buyer and indemnification

10.1 The Buyer must comply with all instructions and directions supplied with the products that are necessary for the use of the products, or that contribute to the durability and safety of the
products as well as the safety of the users of the products. Furthermore, the Buyer shall provide its customers and other third parties using the products with the applicable operation
instructions.
10.2 In the event that the Buyer intends to sell or to use the products delivered by DTG outside The Netherlands, the Buyer shall make sure that the products are suitable for sales or use
outside The Netherlands, and particularly that they comply with all applicable (including but not limited to trade-, product- and safety) provisions, regulations or recommendations in force
or customary in such market outside The Netherlands.
10.3 Non-observance of any of the provisions of these Conditions from which DTG sustains damage, shall oblige the Buyer to pay compensation for all damage thereby caused to DTG,
including damage resulting from DTG's name and reputation being tarnished. The Buyer shall indemnify DTG against all claims from third parties for compensation for any damage
suffered by such third parties caused by or otherwise related to non-observance by the Buyer of the provisions contained in these Conditions.

11. Suspension and dissolution

11.1. If and as soon as the Buyer fails to fulfil one or more of its obligations either promptly or properly, has been declared bankrupt, or if a petition for the same is filed, applies for a moratorium
of payment, proceeds to liquidate its company, its company is discontinued for any other reason, an attachment is made to part or all of its assets, offers a settlement to its creditors, or
otherwise appears to be insolvent, DTG shall have the right to, at DTG’s discretion, (1) suspend DTG’s (further) performance of all agreements concluded with the Buyer until the latter
has fulfilled its obligations, or (2) dissolve the agreement, or the unfulfilled part thereof, in both cases by giving written notice to the Buyer, without judicial intervention being required, and
without thereby incurring any liability to the Buyer for damages, costs and interest, and without prejudice to the unrestricted right of DTG to claim full compensation for damages.
11.2. The Buyer is not entitled to dissolution of the agreement between DTG and the Buyer on the basis of Articles 6:265 and 6:267 of the Dutch Civil Code.

12. Force Majeure

12.1. A state of force majeure shall exist if the execution of the agreement, in its entirety or in part, irrespective of the fact that it may be temporary or permanent, is impeded as a result of
circumstances beyond the control of the parties and/or as a result of circumstances which occur on DTG’s side, such as, but not limited to, strikes, lockouts, blockade, war, riots,
obstruction of transport and other disruptions to transport, accidents, fire, interruption of work, import or export restrictions, above-average levels of illness, delays or failures in deliveries
from DTG’s suppliers, and delays in the processing of products by third parties for DTG.
12.2. In the event of force majeure, the obligations incumbent on the parties shall be postponed. If the duration of the force majeure exceeds 3 (three) months, each of the parties shall be
entitled to unilaterally dissolve the part of the agreement which has not been performed, by giving written notice to the other party, without either party being held liable to pay damages to
the other.

13. Intellectual and industrial property rights

13.1. All intellectual and industrial property rights pertaining to the products manufactured, sold and delivered, such as, but not limited to, trade marks, trade names, patents, models, drawings,
designs, brochures, symbols, slogans and other designations with regard to products, are retained by DTG. Delivery of DTG’s products shall not be construed as an express or implied
licence to use, copy, publicise, exploit or disclose any pat thereof to third parties, unless prior written consent is obtained by DTG or unless otherwise stipulated in these Conditions.
13.2. All prototypes, samples, designs, sketches, drawings, brochures and other documents supplied by DTG to the Buyer as may be subject to any intellectual and/or industrial property rights
or equivalent rights, as well as the intellectual and/or industrial property right pertaining thereto, shall remain DTG’s property, and must be returned to DTG upon DTG’s first request.
13.3. The Buyer shall notify DTG immediately in writing in the event that any legal action is instituted against the Buyer relating to the use of DTG’s intellectual and/or industrial property rights,
or when the Buyer becomes aware of any infringement or illegal use of these rights in relation to the products by any third party. The Buyer agrees to co-operate fully with any possible
action of DTG against any possible claims or suits in respect of the intellectual and/or industrial property rights.

14. Expiration time

14.1. Unless explicitly stated otherwise in these Conditions or the agreement between the parties, the right to make any legal claim by reason of these Conditions, shall lapse upon expiration of 1 (one) year from the date of delivery or 1 (one) year from the date delivery should have taken place.

15. Conversion and interpretation

15.1. Nullity or invalidity of one or more clauses of these Conditions shall not prejudice the validity of the other clauses, and the nullified or invalid clause shall be deemed replaced by a clause
which is valid and enforceable and the bearing of which shall be closest to the original bearing of such clause.
15.2. The Dutch version of these Conditions is the authentic version. In the event of discrepancy between the Dutch original and any translation of this Agreement, the Dutch original version
shall prevail.
15.3. The clause headings are used for convenience only, and form no part nor are intended to alter or affect the meanings of the Conditions.

16. Disputes and applicable law

16.1. These terms and conditions and all agreements, invoices and other documents of DTG, as well as the interpretation thereof, are governed by the laws of The Netherlands, with the
exception of the Dutch international rules of conflict (“internationale privaatrechtelijke conflictregels”).
16.2. All disputes resulting from or otherwise related to the agreement and/or these terms and conditions, shall be submitted to the competent court in Arnhem, The Netherlands.
16.3. The applicability of the United Nations Convention in Respect of International Purchase Transactions Regarding Movable Property is explicitly excluded.

These conditions were filed on nr 52578712 with the Chamber of Commerce of Arnhem, The Netherlands.