GENERAL SALES AND DELIVERY CONDITIONS of Mood Company B.V STATUTORY ESTABLISHMENT IN EMMEN for Business to Business.

1. General

These General Terms and Conditions apply to all our offers, sales agreements, orders and resulting deliveries and contracting of work. Applicability of general terms and conditions used by the other party is expressly rejected. Deviations from these General Terms and Conditions only bind us if we have confirmed these 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 prevails over translations of these General Terms and Conditions. In these terms and conditions, 'in writing' means: by letter, by fax or electronically.

2. Establishment of agreements

Our offers, made verbally or in writing, are without obligation. 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 withdraw our offer within two working days after acceptance of an offer by the other party. Entering into binding agreements is reserved for the management, except with explicit authorization from the management. The agreement is always entered into under the suspensive conditions that the information we have obtained shows the creditworthiness of the other party, in our opinion, to be sufficient. Samples, models, images, documentation and other specifications shown or provided are for indicative purposes only, without the respective item having to correspond to them.

3. Intellectual property rights

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

4. Anomalies in data

We are not responsible for minor deviations between the numbers, types, sizes, quantities, colors, images and/or other data stated by us and the actual numbers, unless this causes a substantial change in the technical and/or aesthetic implementation of the business.
The other party 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 have the right to make any changes to one or more of the cost-determining factors such as transport costs, the prices of raw materials or materials, exchange rate ratios, import duties or sales tax, which relate to the agreed performance and which occur after the date of our offer, respectively after the conclusion of the agreement but before delivery, to be charged to the other party. The prices of the goods offered or sold by us are calculated on the basis of delivery ex works, Emmen, the Netherlands (EXW, incoterms 2010), excluding B.TW, import duties and other levies and taxes imposed by the government, unless otherwise stated in writing.

6. Payment

Unless otherwise agreed, an advance payment of at least 50% applies to each assignment. The total amount of the order must be paid in accordance with the amounts stated in the invoice no later than the stated due date as stated in the invoice. Discount, withholding, settlement or suspension of payment is not permitted by the other party. Payments made by the other party always serve firstly to settle all interest and costs due and secondly to settle due and payable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice. If our other party does not pay what it owes on time, it will owe statutory interest for commercial transactions on the amount due from the date on which that amount becomes payable, without any notice of default being required. If our other party does not pay the amount due on time, our other party is furthermore 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 and fifty euros). Our other party is obliged, at our first request upon or after entering into the agreement, to provide (additional) personal or business security for the fulfillment of its (payment) obligations towards us. Refusal by the other party to provide the required security gives us the right to suspend our obligations and ultimately gives us the right to dissolve the agreement in whole or in part without notice of default or judicial intervention, without prejudice to our right to compensation for any damage suffered by us .

7. Retention of title

We reserve ownership of all goods delivered by us to the other party until the purchase price, including interest and costs, for all these goods has been paid in full. If, in the context of these sales agreements, we carry out work for the benefit of the other party to be reimbursed by the other party, the aforementioned retention of title applies until the other party has also paid our claims in full. The reserved ownership also applies to claims that we may obtain against the other party due to the other party's failure to fulfill one or more of its obligations towards us. As long as our aforementioned ownership continues, our other party is not entitled to dispose of and/or dispose of and/or encumber and/or process or process the goods delivered by us. However, the other party is permitted to use the goods within its normal business operations c.q. to sell, on the understanding that, until the other party has paid for the goods in full and has fulfilled its other obligations under similar agreements with us, we assume the rights of the other party towards its customers. The other party then, to the extent necessary, transfers 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 time when the other party has requested a suspension of payments or the other party has been declared bankrupt.

As long as our aforementioned ownership continues, we are entitled to retrieve the goods delivered by us from the place where they are located without notice of default or judicial intervention at the expense of the other party. The other party is obliged to store the goods delivered by us under retention of title with the necessary care and recognizable as our property. If the other party is established in Germany or Belgium and the goods to be delivered by us are actually delivered to the other party in Germany or Belgium, the property law consequences of the retention of title of the goods delivered and/or delivered to the German or Belgian other party will or goods to be delivered are then governed by German or Belgian law. In such case, the preceding provisions of this Article 7 do not apply. For the other party established in Germany, these are deemed to have been replaced by the provisions of Appendix 1 to these General Terms and Conditions. The following conditions apply to the other party established in Belgium: "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 advances paid remain ours to compensate for possible losses upon resale."

8. Delivery

Delivery conditions are agreed per transaction. All delivery conditions apply in accordance with Incoterms 2010. Our other party is obliged to purchase the goods at the time they are made available to him in accordance with the agreement. If the other party does not accept the goods, the other party is in default and we are entitled to choose:

(a) to transport the goods at the expense and risk of our other party to the address of the other party using a means of transport of our choice, 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 suffered by us c.q. lost profit, plus the statutory interest, to be calculated from the moment the claim becomes due and payable.

The above applies without prejudice to our other rights.

9. Delivery time

A delivery time stated by us always serves as an indication and not as a deadline. We will not be in default with regard to the delivery time until we have been given written notice of default by the other party, who has given us the opportunity to deliver within a reasonable period and we have not complied with this. The delivery time will not commence until we have accepted an order and/or assignment in writing and our other party has provided us with all information required for the execution of the agreement. c.q. has made materials available and we have received any agreed advance payment from the other party. If it appears during the execution of the agreement that there is a delay in delivery, the delivery time will be extended by as many days as the delay has lasted. We are not liable for damage resulting from late delivery, if and insofar as this late delivery is due to circumstances that are not at our expense and risk, including failure to comply (on time) by suppliers. Only if the agreed delivery time is excessively exceeded (more than 12 weeks), the other party has the right to terminate the agreement, unless the exceedance is caused by force majeure. However, the other party is never entitled to any penalty or compensation. Failure by the other party to fulfill any payment obligation (on time) 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 other party is obliged to investigate upon delivery whether the goods comply with the agreement. Our other party is obliged to submit any complaints about the goods delivered by us to us in writing within 8 (eight) days after delivery. This also applies to delivered items not ordered. If it concerns an externally invisible defect, our other party is obliged to submit complaints about 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 other party, stating the order/invoice number. Complaints about invoices must also be submitted in writing within 8 (eight) days after the invoice date.
If complaints are not submitted in such a timely manner, any claim against us will lapse. Any return of items is only possible if the items are in their original condition and in undamaged packaging. Items that do not originate from us or have (price) stickers other than those applied by us are not eligible for return. The returned items must be received by us no later than within 1 (one) month after our authorization for return. Unless otherwise agreed, returns are at the expense and risk of our other party.

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

11. Guarantee; limitation of liability

We are not liable in respect of goods delivered by us in any other way than due to material and/or construction defects in the goods that become apparent within 3 (three) months after the date of delivery as referred to in Article 8. to the extent that such errors 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. Instead of delivering replacement goods, we are entitled to repair the defective (parts of) delivered goods or to take them back against reimbursement of the relevant part of the invoice price. On goods delivered to us by third parties and forwarded by us to our other party, even if the goods delivered by us are composed of goods supplied to us by third parties, we grant the same guarantee to our other party, but no further guarantee than we grant from our supplier ( s) have received. Our other party can only rely on our obligations based on this article after our other party 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 involved, 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 claim. A series of related events causing damage count as one event/case of damage for the purposes 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 other party is obliged to indemnify us against all claims from third parties relating to goods delivered by us c.q. work performed.

12. Non-compliance

If the other party fails in any way towards us in the fulfillment of any obligation, or if there are grounds to fear that the other party will fail towards us, as well as in the event of an application for suspension of payment, obtained (provisional ) suspension of payments, bankruptcy application, bankruptcy declaration or claim, liquidation or cessation of (part of) the other party's company, we are, without prejudice to our other rights and without any obligation to pay compensation, authorized to terminate the agreement(s) without the necessity of a notice of default or judicial intervention in whole or in part with immediate effect, or to suspend the (further) execution of the agreement(s).

13. Cancellation

Cancellation of an order by the other party is in principle not possible. If the other party nevertheless cancels an order in whole or in part, for whatever reason, we can refund all costs reasonably incurred with a view to the execution of the order (including costs of preparation, parts, storage, and the like). without prejudice to our right to compensation for loss of profit and other damage. In the event of cancellation, the other party also owes cancellation costs. These amount to 30% (thirty percent) to 100% (one hundred percent), depending on deliveries / work already carried out 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 execution of the agreement until the moment that the force majeure situation has come to an end or the agreement, insofar as it has not yet been executed, has come to an end, in whole or in part to dissolve without judicial intervention and without being obliged to pay any compensation.

Force majeure means everything that reasonably occurs beyond our direct influence, including - but not limited to - strike, exclusion, blockade, riots, disorder, energy shortage, disruption in energy supply, transport ban, fire, transport accident , transport/customs delay, industrial accident, war or threat of war, natural disaster, flood. Force majeure also applies if the circumstance in question was foreseeable at the time the agreement was concluded.

15. Applicable law; competent Judge

Dutch law applies to these conditions and to all our offers and/or sales agreements and/or agreements to accept work, with the exception of the provisions of Article 7 of these General Terms and Conditions. The applicability of the Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980 is expressly excluded. The competent court in Zwolle has jurisdiction to hear legal actions brought by and/or against us, without prejudice to our authority to submit the dispute to another competent court if desired. The foregoing does not affect our rights to obtain an award by arbitration by the International Chamber of Commerce in accordance with the Arbitration Rules of the International Chamber of Commerce, by a single arbitrator. The place of Arbitration is Emmen, Netherlands. The arbitration proceedings will be conducted in the English language.

16. Limitation

Claims and defenses based on facts that would justify the statement that the delivered item does not comply with the agreement expire one year after delivery.

17. Conversion

If and insofar as any provision in these General Terms and Conditions cannot be relied upon on grounds of reasonableness and fairness, then that provision will have a meaning that is as similar as possible in terms of content and scope, which can be relied upon. . These general Terms and Conditions of Sale and Delivery have been filed with the Chamber of Commerce. The most recently filed version applies.