General conditions

the F.G.H.S.:
the Vereniging van Fabrikanten en Groothandelaren in Sportbenodigdheden (F.G.H.S.), with its registered office in Utrecht;

Seller
Noor Sportswear, Nelson Mandela-laan 1, 5222AD, 's-Hertogenbosch;

Buyer
Natural or legal person who is party to an agreement or other legal relationship with Seller or to whom Seller has made an offer or quotation;

Working Days:
All calendar days except Saturdays, Sundays, January 1, Easter Monday, Ascension Day, Whit Monday, Christmas Day and Boxing Day, the days proclaimed or to be proclaimed as national holidays by the Government, and the day on which the birthday of H.R.H. the King is officially celebrated;

Days
All calendar days

Intellectual Property Rights:
All intellectual property rights and related rights, such as copyright, trademark, patent, design right, trade name right, database right and neighboring rights, as well as rights to know-how and one-line performances.

2.1 These General Terms and Conditions apply exclusively to all offers made by Seller to Buyer and all to all agreements between Seller and Buyer - of whatever nature - and all (other) legal acts, legal relationships and agreements which may or may not result therefrom or be related thereto.
2.2 Seller has the right to amend and/or supplement these General Terms and Conditions at any time. Seller shall notify Buyer in writing of any material change at least one month before the relevant change or addition becomes effective. Unless Buyer objects in writing within two weeks from the date the written notice is sent, Buyer shall be deemed to have tacitly agreed to the amendment or addition. Any purchase and other conditions of Buyer shall only apply if it has been expressly agreed in writing that they shall apply to the agreement to the exclusion of these General Terms and Conditions.
2.3 In the event of nullity of one or more provisions of the General Terms and Conditions, the remaining provisions shall remain in force.

3.1 All Seller's offers, quotations, estimates and the like are without obligation unless the contrary has been expressly stated in writing. Offers, quotations, quotations and the like are understood to include price lists, brochures and other data provided.
3.2 The (purchase) agreement is concluded if the Buyer places an order with the Seller, and this order is accepted by the Seller. Placing an order is free of form. Acceptance of an order is made by written or electronic (by e-mail) confirmation to Buyer or by delivery of that which is included in the order.
3.3 Buyer warrants that the person placing an order on behalf of Buyer is authorized to enter into the agreement with Seller.
3.4 Cancellation of an agreement is not possible, unless Seller consents to it in writing and the relevant goods have not yet been delivered. Seller is entitled to attach further conditions to the consent.
3.5 Changes and additions to concluded agreements are only effective if they have been expressly agreed in writing by Seller and Buyer.

4.1 Design drawings, work and detail drawings, models, computer software, photographic recordings, samples, designs, logos, stated dimensions, quantities, designs, colors, materials, technical specifications and/or other materials and data provided by Seller to Buyer are only approximate descriptions of the goods. Vendor therefore does not guarantee the accuracy and completeness of these materials and data.
4.2 Vendor is not liable with regard to the use by Purchaser of the aforementioned materials and data, unless expressly agreed otherwise in writing.
4.3 The materials and data mentioned in this article, or any right thereto, do not transfer ownership to Purchaser. At Seller's first request, Buyer shall return the aforementioned materials and data to Seller at its own expense.
4.4 All Intellectual Property Rights in respect of the materials and data referred to in this Article shall be vested in Seller and/or its licensors. Nothing in these General Conditions is intended to transfer any Intellectual Property Rights to Buyer.
4.5 Buyer may only use the materials and data referred to in Article 4 in the context of the execution of the agreement. Without prejudice to the foregoing, none of the items or the materials and data referred to in Article 4 may be made available for inspection or handed over to third parties, whether or not for reuse, without the prior written consent of the Seller.

5.1 The design drawings, work and detailed drawings, computer software, models, photographic images, samples, designs, logos, stated dimensions, quantities, designs, colors, materials, technical specifications and/or other materials and data provided by the Purchaser to the Vendor are assumed by the Vendor to be adequate, correct and complete, without the Vendor being bound to carry out any further investigation.
5.2 The Buyer shall indemnify the Seller against all claims, at law and otherwise, from third parties who claim that an Intellectual Property Right, or any other right of those third parties, has been infringed by the Seller's use of the materials and data referred to in this Article.

6.1 The goods will be delivered by the Seller at or sent for delivery to the agreed place or places in the manner specified in the order or (subsequently) agreed in writing.
6.2 The transport of the goods will be at the expense of the Seller, unless the order amount of goods is less than an amount to be determined by the Seller, in which case the transport will be at the expense of the Buyer. The aforementioned amount depends on the price level and volume, but will not exceed 500 Euro.
6.3 The Buyer is obliged to take delivery of the goods at the agreed location(s) at the time that the Seller delivers them to him or has them delivered, or at the time that they are made available to him in accordance with the agreement. If the Buyer remains in default in this respect, the damage and costs incurred as a result will be at its expense.
6.4 The risk of the goods passes to the Buyer at the time at which they are brought under the control of the Buyer or a third party designated by the Buyer. This is also the case if the Seller arranges transport at the request and expense of the Buyer.
6.5 The Seller shall make every effort to package the goods properly and conveniently.

7.1 The Seller shall make every effort to deliver the goods at the time(s) or immediately after the end of the delivery period(s) specified in the order. If a delivery period has been agreed upon, it shall commence on the date on which the Seller has accepted the order in writing. If a delivery period is exceeded, the Seller shall be entitled, without being obliged to pay any compensation, to deliver the goods at the latest 15 working days after the expiry of the delivery period.
7.2 If goods ordered are available to the Buyer but are not accepted by the Buyer, the Seller shall be entitled, at its discretion and without notice of default being required:
- Either to deliver the goods by written notification to the Buyer, in which case the goods shall be stored at the Seller's or carrier's premises from the time that notification is sent, at the Buyer's expense and risk, including the risk of deterioration.
- Either to terminate the agreement with the Buyer entirely or to dissolve the agreement. Either dissolve all or part of the agreement with Buyer in the manner stated in Article 10 below, and sell and deliver the goods to (a) third party (parties). In that case the Buyer shall be liable for all damage suffered by the Seller as a result.
7.3 If a third party objects to delivery by the Seller, the Seller shall, without prejudice to the foregoing, be entitled to suspend and/or immediately cease such delivery and to demand compensation from the Buyer for the costs incurred and damages, without the Seller being liable to pay any compensation to the Buyer.
7.4 If, in the case of delivery on call, no deadlines have been set for call-off, the Vendor is entitled to full payment of the total order three months after ordering.
7.5If, in the case of delivery on call, within three months not all or not yet all of what has been ordered has been called off, the Buyer shall indicate in writing within 5 working days of the Vendor's first request to this effect within which time period the total quantity will be called off. This period to be indicated by the Buyer may not exceed a period of three months. With effect from the first day following that three-month period, the goods that have not yet been called shall be stored at the Seller's or carrier's premises at the Buyer's expense and risk, including the risk of deterioration. The stored goods shall remain the property of the Seller until delivery of the goods to the Buyer.

8.1 All prices offered by Seller and Buyer are net and exclusive of sales tax, unless explicitly stated otherwise. Seller is entitled to change the prices offered at any time prior to the conclusion of the agreement as referred to in Article 3.2.
8.2 Seller is entitled to change the price after the conclusion of the agreement if the price increase is the result of any of the following factors: i) increases in taxes or other government levies and/or duties, ii) changing exchange rates, iii) increases in wages, transport costs and/or purchase prices. In such cases, the Buyer shall always be entitled to rescind the agreement within 14 days of being notified in writing of the price change in accordance with Article 10, without the Seller being obliged to compensate any damage.
8.3 The Seller shall be entitled, if the invoice amount of a batch delivered is less than 350 Euros for administration costs, to charge a surcharge of a maximum of 10 Euros.
8.4 The Seller shall be entitled to invoice and request payment prior to delivery. Payment must be made within 30 days of the invoice date unless otherwise indicated on the invoice. Payment may also be required for partial deliveries. Seller shall at all times be entitled to suspend delivery until Buyer has made a down payment.
8.5 If Buyer has not paid the amounts due in full within the agreed period, Buyer shall be in default after the expiry of this period, without any notice of default being required. In that case:a) the Buyer shall, from the date on which the amount due has become due and payable until the time of payment, owe interest on the outstanding amount at the statutory commercial interest rate pursuant to Article 6:119a of the Dutch Civil Code; and b) all costs incurred by the Seller, such as costs of litigation and extrajudicial costs, including the costs of legal assistance, bailiffs and collection agencies, incurred in connection with the late payment, shall be borne by the Buyer. The extrajudicial costs are set at a minimum of 15% of the invoice amount, with a minimum of €100 excluding VAT, without prejudice to Seller's other legal remedies under these General Terms and Conditions and/or applicable law, including the right to damages.
8.6 In the event that the Seller's legal claims for payment are upheld in whole or in part, the Buyer must reimburse all legal costs incurred by the Seller, including the costs of legal assistance, including amounts not awarded by the court, unless the Seller is the only party ordered to pay the legal costs.
8.7 Payments made by Buyer shall always serve to settle all interest and costs due and subsequently due and payable invoices that have been outstanding the longest, even if Buyer states that the payment relates to a later invoice.
8.8 Complaints relating to invoices or items do not suspend Buyer's payment obligation. Buyer is not entitled to set-off.

9.1 Without prejudice to the provisions of these terms and conditions, all goods delivered by Seller at any time shall remain Seller's property until payment by Buyer cancels all Seller's claims against Buyer that fall within the scope of Article 92 of Book 3 of the Dutch Civil Code, for whatever reason and irrespective of the claimability, including interest and costs. Prior to full payment, the Buyer is not authorized to pledge the goods to third parties or to transfer possession thereof, with the exception of the goods delivered by the Seller, which the Buyer transfers in the ordinary course of business. In the event of violation of this, as well as in the event of full or partial applicability of Article 10, the Seller shall have the right to take back or have taken back all goods delivered by the Seller from the place where these goods are located, without any authorization from the Buyer or the court being required. In that case, any claim from the Seller will also be immediately due and payable in full.
9.2 The Buyer is obliged to store the goods delivered under retention of title with due care and as the Seller's recognizable property. The Buyer is obliged to insure the goods for the duration of the retention of title against damage caused by fire, water and explosions as well as against theft and to make the policies of this insurance available to the Seller for inspection at first request.
9.3 In the event that the Seller wishes to exercise its rights referred to in paragraph 1, the Buyer hereby grants unconditional and irrevocable permission to the Seller or a third party to be designated by the Seller to enter all those places where the Seller's property is or may be located and to take the property with it. Any costs resulting from this shall be borne by the Buyer.
9.4 If in the opinion of the Seller the Buyer's financial position and/or payment record gives cause to do so, the Seller shall be entitled to demand that the Buyer immediately provide security for first or subsequent deliveries in a form to be determined by the Seller and/or make an advance payment. If the Buyer fails to provide the required security, the Seller shall be entitled, without prejudice to its other rights, to immediately suspend or dissolve further performance of the agreement without itself being liable for any compensation and all that the Buyer owes the Seller for whatever reason shall be immediately due and payable.

10.1 Dissolution of the agreement can only be done in writing. Dissolution of the contract on the grounds of attributable failure is only permitted after a written notice of default that is as detailed as possible and sets a reasonable deadline for performance.
10.2 If Buyer or Seller has been or threatens to be granted suspension of payment, bankruptcy of Buyer or Seller has been filed for, is declared bankrupt, ceases its business, or it is decided to dissolve the legal entity, or the Seller or Buyer receives information indicating with reasonable certainty that the Buyer or Seller will probably not be able to meet its obligations, the Seller or Buyer is entitled to dissolve all agreements existing at that time wholly or partially by registered letter with immediate effect without judicial intervention.
10.3 In the event of dissolution of the agreement, there shall be no undoing of that which the Seller has already delivered and the related payment obligation, unless the Buyer proves that the Seller is in default with respect to the essential part of that performance. Amounts that Seller has invoiced before the dissolution in connection with what Seller has already duly performed or delivered in execution of the agreement shall, with due observance of the provisions of the previous sentence, continue to be owed in full and shall become immediately due and payable at the time of dissolution.
10.4 This dissolution may also extend, at Seller's option, to items that had already been delivered under the same agreement, if according to that agreement (order confirmation) those items should have been delivered as a set. In the above-mentioned situation(s) the Buyer is authorized to return the goods to the Seller at its own expense and risk and to reclaim from the Seller any payments it may have made for those goods.
10.5 In the event that the Buyer fails to comply with any obligation under any agreement whatsoever towards its Seller, the Seller shall be entitled to suspend all agreements existing between them at that time without recourse to the courts, without prejudice to the Seller's other statutory rights in such a case.

11.1 Buyer shall observe the regulations regarding the manner of storage and handling of the delivered goods. Buyer shall inspect the goods upon delivery or within 2 working days thereafter.
11.2 Complaints concerning deliveries must be made by Buyer in writing directly to Seller within 3 working days after delivery. Complaints must be made in writing (or by e-mail) accurately stating the nature and basis of the complaints, including in any case dated photographs showing the defects and submitting the packing slip and (if known) the relevant invoice number. The submission of a complaint shall suspend the obligation to pay in respect of the goods in dispute. The defective goods must be in the possession of the Seller within 10 working days of delivery.
11.3 Any right of the Buyer to invoke any defects in the goods upon delivery shall lapse 1 month after delivery, unless the Buyer can prove that the defect was already present at the time of delivery and only manifested itself later than 1 month after delivery.
11.4 If a complaint is well-founded, the Seller shall, at its discretion, repair the defective item or replace it with other items in accordance with the order, provided that the redelivery or repair takes place within a reasonable period of time after the validity of the complaint has been established. The Buyer shall in that case under no circumstances be entitled to compensation.
11.5 The Seller reserves the right to take into account any decrease in value in respect of the goods when determining the consequences of a well-founded complaint. The foregoing does not apply if the Buyer proves that the decrease in value is entirely attributable to the Seller.
11.6 Return shipments in connection with a complaint, which are not preceded or accompanied by the information mentioned in the second sentence of paragraph 2, are not permitted. If Buyer nevertheless returns goods contrary to this regulation, or returns goods unfounded, these will be held at Buyer's disposal at Buyer's expense and risk, insofar as they have not been refused by Seller, without any acknowledgement of the correctness of the possible warranty claim can be derived from this. The costs of unfounded returns shall be borne by Buyer.

12.1 Statements by or on behalf of Seller regarding the quality, composition, application possibilities, properties and treatment of delivered goods are only valid as a warranty if they have been explicitly confirmed by Seller in writing in the form of a warranty.
12.2 If during the warranty period Buyer carries out repairs or alterations or has them carried out without Seller's prior consent, the warranty obligation immediately expires.
12.3 The Seller is not liable for any damage due to an attributable shortcoming, wrongful act or any other act of the Seller, except insofar as there is intent or deliberate recklessness on the part of the Seller personally or managerial subordinates belonging to the management of the Seller.
12.4 If, despite the provisions of 12.3, any liability rests with the Seller, this liability shall be limited to compensation for direct damage suffered by the Buyer up to a maximum of the invoice amount for the (partial) agreement or order in question. Under no circumstances, however, will the total liability of the Seller for direct damage, for whatever reason, exceed € 50,000.
12.5 Direct damage is exclusively understood to mean:
a. reasonable costs which the Buyer would have to incur to have the Seller's performance comply with the agreement; however, this substitute damage will not be compensated if the agreement is dissolved by or at the claim of the Buyer.
b. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of this agreement; c. reasonable costs incurred to prevent or limit damage, insofar as the Buyer demonstrates that these costs led to limitation of direct damage within the meaning of this agreement.
12.6 A condition for any right to compensation is always that the Buyer reports the damage to the Seller in writing as soon as possible after it occurs. Any claim for damages against Seller shall lapse by the mere expiry of 6 months after the claim arises.

13.1 Neither party is bound to fulfill any obligation if prevented from doing so due to force majeure.
13.2 Force majeure here means any circumstance, including but not limited to ice, extreme weather conditions, terrorist attacks, flooding, legal restrictions, shortcomings of suppliers and auxiliary persons of Seller, strike, government measures, delay in supply, export ban, riot war, mobilization, transport impediments, defects in machinery, failure in the supply of energy, import impediments, fire and all other circumstances beyond the control of Seller or Buyer as a result of which normal performance of the agreement cannot reasonably be required by Seller or Buyer.
13.3 The party in which the force majeure occurs shall give the other party immediate written notice thereof.
13.4 In the event of force majeure, the other party may not claim any damages.13.5 If a case of force majeure results in the agreed date or term being exceeded, including any subsequent delivery term of 15 working days, the other party shall have the right to rescind the agreement in question in writing, without the rescinding party being liable to pay any damages as a result.

14.1 All disputes relating to an agreement or the execution of an agreement between Buyer and Seller, which cannot be resolved by mutual agreement between the parties, will be submitted to the competent court in the jurisdiction in which Seller is established. Seller is entitled, notwithstanding the above, to submit a dispute to the competent court in the area in which Buyer is established.
14.2 All agreements and legal relationships on other grounds between Buyer and Seller shall be governed by Dutch law, to the exclusion of the Vienna Sales Convention (CISG)

(Filed with the Chamber of Commerce and Industry in Utrecht, under number 40478858)