Article 1: Applicability

These general terms and conditions of delivery and payment apply to all offers made by, agreements entered into with, deliveries made by, and work performed by Dugros B.V., hereinafter referred to as "Dugros".

Any deviation from these general terms and conditions shall only be valid if and to the extent expressly agreed upon in writing.

By entering into an agreement with Dugros, the other party waives any terms and conditions it may apply, regardless of their designation. Consequently, only the terms and conditions applied by Dugros shall govern all agreements. Any provision to the contrary in the other party's terms and conditions shall not affect the foregoing.

Each order for products shall be regarded as an offer by the other party to purchase products subject to these terms and conditions.

If one or more provisions of these general terms and conditions are wholly or partially null and void or are annulled, the remaining provisions shall remain fully applicable. The parties shall consult with each other to agree on replacement provisions, taking into account, as far as possible, the purpose and intent of the original provisions.

Article 2: Offers and quotations

All offers and quotations made by Dugros are without obligation, unless expressly stated otherwise or unless they specify a period for acceptance.

Offers and quotations made by Dugros include designs, drawings, models, samples, descriptions, images and similar materials, as well as any attachments and documents relating to the quotations.

All such materials, including any tools manufactured by Dugros in connection with them, shall remain the property of Dugros, must be returned to Dugros upon request and may not be copied or disclosed to third parties without Dugros's express written consent.

Dugros also reserves all applicable intellectual and industrial property rights.

Dugros has the right to refuse an order without stating reasons.

Article 3: Formation of the agreement

Dugros shall only be bound by its written offers and quotations and by orders placed with Dugros by the other party if the offer has not been revoked within eight days of acceptance or if Dugros has confirmed acceptance in writing.

Additional agreements, amendments and/or commitments made subsequently and in deviation from paragraph 1, whether orally or in writing, by persons who cannot reasonably be assumed to have the authority to conclude the agreement, shall not be binding unless confirmed in writing by both Dugros and the other party.

Amendments to an agreement that would have adverse consequences for Dugros, and cancellation of an agreement, shall not be binding without Dugros's consent, except where required by law or provided for in these general terms and conditions.

Provisions under which Dugros assumes an obligation to deliver without the other party being obliged to accept the goods concerned, or under which the quantity and/or price of the goods to be delivered or purchased are subject to reservation, shall not be binding.

If, in Dugros's opinion, the other party proves insufficiently creditworthy to fulfil the agreement, Dugros shall be entitled to suspend all its contractual obligations, without prejudice to its rights under the law or these general terms and conditions.

Article 4: Delivery

Unless otherwise agreed in writing, delivery shall take place on a "Delivered at Place" (DAP) basis, in accordance with the version of the ICC Incoterms applicable at the time of the order, without prejudice to the provisions of these terms and conditions.

A surcharge for handling and freight costs shall be charged in accordance with the rates specified in Appendix 1. Special packaging and/or packaging requested by the other party shall also be charged separately.

Dugros shall determine the shipping method and means of transport used for delivery to the other party.

All delivery periods specified by Dugros are approximate and shall never be binding. The stated delivery period shall not constitute a strict deadline unless expressly agreed otherwise.

If delivery is delayed by more than 30 days for reasons other than force majeure, the other party shall be entitled to give Dugros written notice specifying a reasonable additional period for delivery. If delivery does not take place within that period, the other party shall be entitled to cancel the order without any right to compensation.

If changes made by the other party to the order result in additional time being required to perform the agreement, the delivery period shall be extended accordingly.

Article 5: Storage

The other party is obliged to accept the purchased goods within the agreed period.

If the other party fails to accept the goods before the expiry of the delivery period and/or refuses the goods, Dugros shall be entitled to terminate the agreement, insofar as it has not yet been performed, without prior notice of default. This shall be without prejudice to Dugros's right to claim full compensation for the damage suffered.

Such damage shall be deemed to amount to at least 50% of the selling price of the goods not accepted.

Alternatively, Dugros may choose to store the goods in its own warehouse or elsewhere at the expense and risk of the other party, including the risk of deterioration in quality.

Goods stored in this manner shall be deemed to have been delivered.

The other party must be notified of such storage in writing without delay, accompanied by the relevant delivery invoice.

Article 6: Complaints

Complaints shall be understood to mean all objections raised by the other party concerning the nature or quality of a delivery.

The other party may not submit complaints resulting from incorrect or incomplete information provided by the other party. The other party is responsible for providing the correct and complete information required by Dugros to properly perform the agreement concluded between the parties.

Minor deviations in quality, quantity, width, colour, finish, dimensions, workmanship and similar characteristics that are considered acceptable in the trade or technically unavoidable shall not constitute grounds for complaint.

The other party must inspect, or arrange for the inspection of, the goods upon delivery or as soon as reasonably possible thereafter. The inspection must establish whether the delivered goods comply with the agreement, specifically:

• Whether the correct goods have been delivered.

• Whether the dimensions, number and quantity of the delivered goods correspond to what was agreed.

• Whether the delivered goods meet the agreed quality requirements or, in the absence of such requirements, the standards that may reasonably be expected for normal use.

The other party must report any visible defects or shortages to Dugros in writing within eight days of delivery and, in any event, before the goods have been processed or traded. Failure to do so shall result in the forfeiture of all rights against Dugros in respect of such visible defects or shortages.

The other party must report any hidden defects to Dugros in writing within eight days after they were discovered or reasonably should have been discovered, but no later than three months after delivery. Failure to do so shall result in the forfeiture of all rights against Dugros in respect of such hidden defects or shortages.

Dugros shall promptly investigate the complaint following notification, unless the complaint was not submitted within the applicable time limits referred to in paragraphs 3, 4 and 5 of this article.

The other party must give Dugros the opportunity to investigate the complaint.

Even if the other party submits a complaint within the prescribed period, its obligation to pay for and accept orders already placed shall remain in force.

Goods may only be returned to Dugros with prior written consent and at the expense and risk of the other party.

In the event of a justified complaint, Dugros shall be obliged to replace the goods concerned as soon as possible or grant a price reduction equal to the difference in value between the delivered goods and the ordered goods, without Dugros being held liable for any damage suffered.

Article 7: Force majeure

In the event of force majeure, whether permanent or temporary, Dugros shall be entitled to cancel or temporarily suspend the agreement in whole or in part, without the other party and/or third parties being entitled to demand performance or claim compensation.

Force majeure on the part of Dugros shall exist if, after the conclusion of the agreement, Dugros is prevented from fulfilling its obligations under the agreement or preparing for their fulfilment as a result of war, threat of war, civil war, terrorism, riots, civil disturbances, pandemics or epidemics, fire, water damage, flooding, strikes, occupation of business premises, lockouts, import or export restrictions, government measures, machinery breakdowns, disruptions in energy supplies, whether occurring within Dugros's business or at third parties from whom Dugros obtains all or part of the necessary materials or raw materials, or during storage or transport, whether carried out by Dugros itself or otherwise.

Force majeure shall also include any other circumstances under which Dugros cannot reasonably and fairly be required to perform the agreement in whole or in part.

Dugros shall notify the other party without delay if a force majeure event occurs.

If force majeure occurs after Dugros has already partially performed the agreement, or if Dugros is only able to fulfil part of its obligations, Dugros shall be entitled to invoice the goods already delivered or capable of being delivered separately. The other party shall be obliged to pay such invoice as if it related to a separate agreement.

Article 8: Warranty

Dugros guarantees the soundness and quality of the goods delivered and/or processed by it, subject to the provisions elsewhere in these terms and conditions.

The warranty period is six months from the date of delivery.

If, during the warranty period, it becomes apparent that the work performed was defective, Dugros shall repair the defect or arrange for it to be repaired free of charge.

The obligation to repair does not extend to consequential damage and does not include work or deliveries that were not covered by the agreement.

A warranty for goods purchased by Dugros from third parties shall only be provided if and to the extent that the relevant manufacturer or supplier provides a warranty.

Any repair or modification of the delivered goods by the other party without consultation with or written consent from Dugros shall invalidate all warranty claims.

If the other party fails to fulfil its obligations, Dugros shall likewise be released from its warranty obligations.

Article 9: Liability

Dugros's liability for any defects in the goods delivered by it or any other failure to fulfil the agreement shall be limited to compliance with the warranty obligations described in Article 8, subject to the provisions of Article 6.

If Dugros is liable for any damage, its obligation to compensate shall be limited to damage covered by its insurance or damage for which it should reasonably have been insured, taking into account customary practices within the industry.

If Dugros's insurer does not provide coverage in a particular case, Dugros's liability shall be limited to the invoice amount or, where applicable, the part of the invoice to which the liability relates.

If Dugros is liable for direct damage, such liability shall be limited to the value of the delivered products.

Except in cases of wilful misconduct or gross negligence on the part of Dugros, liability for business losses, consequential damage or indirect damage shall always be excluded.

The other party shall indemnify Dugros against all claims made by third parties in connection with the performance of the agreement, insofar as the law does not prohibit the resulting damage and costs from being borne by the other party.

Article 10: Repairs

Repairs to goods delivered by Dugros shall be carried out subject to the other provisions of these terms and conditions and to the best of Dugros's ability and knowledge.

Dugros shall not be liable for theft, loss or damage to goods submitted for repair unless Dugros can be held responsible for wilful misconduct or gross negligence.

If it has been agreed that the other party will collect the repaired goods and the other party fails to do so despite repeated written notifications that the goods are ready for collection, Dugros shall be entitled to sell the goods.

Article 11: Prices

All prices exclude value-added tax (VAT), packaging, transport costs and other expenses, unless expressly agreed otherwise in writing.

Prices are based on the factors determining the cost price applicable on the date the agreement is concluded.

If any increase in cost-determining factors occurs before delivery or, in the case of deliveries made in instalments, during delivery, Dugros shall be entitled to charge the other party a proportionate price increase.

Article 12: Payment

Payments must be made within 30 days of the invoice date by transferring the amount due to the bank or giro account designated by Dugros.

Dugros is not obliged to notify the other party in advance of the expiry of a payment period or to send account statements or similar documents, unless otherwise agreed.

Upon expiry of the payment period, the other party shall automatically be in default.

From the date on which the other party is in default (the invoice due date), Dugros shall be entitled, without further notice of default, to claim interest and extrajudicial costs in accordance with the following provisions:

• Dugros shall be entitled to charge interest on overdue amounts at a rate of 1.5% per month, for each month or part thereof, calculated from the due date until the full amount has been paid.

• All costs associated with debt collection, including both judicial and extrajudicial collection costs, shall be borne by the other party. Extrajudicial collection costs shall amount to 15% of the outstanding principal, subject to a minimum of €40, without prejudice to Dugros's right to claim the actual extrajudicial costs if these exceed that amount. Actual costs include the customary fees charged by any lawyer, bailiff or debt collection agency engaged by Dugros, as well as internal costs. If the contractor takes extrajudicial measures as a result of the client's default, the associated costs shall be borne by the client.

Dugros shall at all times be entitled to require security for payment, both before and after the conclusion of the agreement.

Dugros may suspend performance of the agreement until such security has been provided, without prejudice to its right to demand performance, compensation and/or full or partial cancellation of the agreement, without judicial intervention and without being liable for any compensation.

Each payment shall first be applied towards any outstanding collection costs and interest and subsequently towards settlement of the oldest unpaid invoice.

Article 13: Export

In the case of export transactions, delivery of goods shall take place on an "Ex Works" basis, in accordance with the version of the ICC Incoterms applicable at the time of the order, unless otherwise agreed in writing by the parties.

The agreed delivery method shall also apply to all subsequent agreements.

The other party guarantees that, if an import certificate or licence is required for importing the goods into the country of destination, such certificate or licence has been or will be obtained before shipment.

If Dugros arranges transport or storage of the goods covered by the agreement, this shall be at the expense of the other party.

Article 14: Retention of title

Subject to paragraph 2 of this article, ownership of the goods shall pass to the other party upon delivery.

Until the other party has paid the full purchase price, including any additional costs, or has provided security for payment, Dugros shall retain ownership of the goods.

In such cases, ownership shall only pass to the other party once all obligations towards Dugros have been fulfilled.

If Dugros has reasonable doubts about the other party's ability to pay, Dugros shall be entitled to postpone delivery of the goods pursuant to Article 4, paragraph 1, until the other party has provided adequate security for payment.

The other party shall be liable for any damage suffered by Dugros as a result of such delayed delivery.

The other party is obliged to handle the delivered goods with due care and shall not be entitled to transfer or surrender them to third parties, pledge them as security, use them as collateral, or remove them or arrange for their removal from the premises where they were delivered until the full purchase price and any additional costs have been paid.

Article 15: Trademarks and design rights

Dugros is the owner of the word and figurative trademark rights to Beagles and holds licences for the word and figurative trademark rights to Charm and Hide & Stitches, as well as the word trademark rights to Micmac The Original, Gio Gini, Run Away, Several and Trapper.

Without Dugros's express written consent, the trademarks or designs for which Dugros is the design rights holder, trademark owner or licensee may not be copied or imitated, whether or not minor deviations from the original are made.

Any violation shall be subject to a penalty of €2,500 for each day the infringement continues, without prejudice to the rights of the licensee, design rights holder and trademark owner to pursue any legal remedies available under applicable law.

Article 16: Termination

Without prejudice to any other rights available to Dugros and the provisions elsewhere in these terms and conditions, Dugros shall be entitled to terminate its agreement with the other party in whole or in part, with immediate effect, by registered letter and without judicial intervention or any obligation to pay compensation, if:

• The other party fails to fulfil one or more of its obligations, fails to fulfil them on time or fails to fulfil them properly, and does not remedy the breach within seven calendar days after receiving written notice from Dugros.

• The other party was requested, upon conclusion of the agreement, to provide security for the fulfilment of its contractual obligations and such security is not provided or proves insufficient.

• The other party enters liquidation, files for bankruptcy or becomes subject to bankruptcy proceedings, applies for or is granted a temporary suspension of payments, or wholly or partially loses the right to freely dispose of its assets and/or income, or if its assets are wholly or partially seized and the seizure is not lifted within two months.

If Dugros exercises its rights under paragraph 1 of this article, it shall also be entitled to repossess unpaid goods at any time, without prior notice and at the expense and risk of the other party.

The other party hereby authorises Dugros to enter its premises for the purpose of repossessing such goods.

In the event of such termination, Dugros shall be entitled to compensation for the resulting damage, amounting to at least 50% of the selling price of the order concerned.

Article 17: Online sales

The other party is not permitted to offer for sale or otherwise make available on online platforms any goods supplied by Dugros without Dugros's prior written consent.

In the event of a breach of paragraph 1 of this article, Dugros shall be entitled to terminate the business relationship with the other party with immediate effect and terminate any existing agreements without prior notice of default.

Article 18: Amendments

Dugros is entitled to amend these terms and conditions.

Amendments shall also apply to agreements already concluded.

Dugros shall announce such amendments in a timely manner.

If the other party does not wish to accept the amended terms and conditions, it shall be entitled to terminate the agreement with effect from the date on which the amended terms and conditions enter into force.

Article 19: Currency clause

Dugros reserves the right to cancel the agreement in the event of changes in the exchange rate relationship between the Netherlands and the location of one or more of its suppliers.

Article 20: Applicable law and competent court

Every agreement between the parties to which these general terms and conditions apply shall be governed exclusively by Dutch law.

However, the Vienna Convention (United Nations Convention on Contracts for the International Sale of Goods, Vienna, 11 April 1980, Dutch Treaty Series 1981, 184 and 1986, 61) shall also apply to international sales agreements.

All disputes of any nature arising between Dugros and the other party, including proceedings for provisional or protective measures, shall be submitted exclusively to the competent court in the district of Dugros's registered office, namely the Rotterdam District Court, Dordrecht location, except where mandatory rules of jurisdiction prevent such a choice.

De vertaling van alle 20 artikelen is hiermee compleet. Let op: bijlage 1 met de tarieven voor behandelings- en vrachtkosten wordt genoemd in artikel 4, maar is niet opgenomen in de aangeleverde tekst.