General terms and conditions

the F.G.H.S.:                              
the Association of Manufacturers and Wholesalers in Sports Goods (F.G.H.S.), with its registered office in Utrecht;

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

Buyer
A natural person or legal entity that is a 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 1st, Easter Monday, Ascension Day, Whit Monday, Christmas Day and Boxing Day, days proclaimed as national holidays by the government, and the day on which the King's birthday is officially celebrated;

Days
All calendar days

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

2.1 These General Terms and Conditions apply exclusively to all offers from Seller to Buyer, to all agreements between Seller and Buyer—of any nature whatsoever—and to all (other) legal acts, legal relationships, and agreements that may or may not arise from or relate to them.
2.2 Seller has the right to amend and/or supplement these General Terms and Conditions at any time. In the event of a material change, Seller will notify Buyer in writing at least one month before the relevant change or addition takes effect. Unless Buyer objects in writing within two weeks of the date of dispatch of the written notice, Buyer is deemed to have tacitly agreed to the change or addition. Any purchasing or other terms and conditions of Buyer only apply if it has been explicitly agreed in writing that they apply to the agreement to the exclusion of these General Terms and Conditions.
2.3 In the event that one or more provisions of the General Terms and Conditions are void, the remaining provisions shall remain in force.

3.1 All offers, quotations, price estimates, and similar communications from Seller are non-binding unless the contrary is explicitly stated in writing. Offers, quotations, price estimates, and similar communications also include price lists, brochures, and other provided data.
3.2 The (purchase) agreement is concluded when Buyer places an order with Seller and Seller accepts this order. Placing an order is not subject to any specific form. Acceptance of an order occurs through written or electronic (via email) confirmation to Buyer or by delivery of the items 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 agrees to it in writing and the relevant goods have not yet been delivered. Seller is entitled to attach further conditions to such consent.
3.5 Changes to and additions to concluded agreements are only valid if explicitly agreed upon in writing by both Seller and Buyer.

4.1 Design drawings, working and detail drawings, models, computer software, photographs, samples, designs, logos, specified dimensions, quantities, patterns, colors, materials, technical specifications, and/or other materials and data provided by Seller to Buyer serve only as an approximate description of the goods. Seller therefore does not guarantee the accuracy or completeness of these materials and data.
4.2 Seller is not liable for Buyer's use of the aforementioned materials and data, unless expressly agreed otherwise in writing.
4.3 Ownership of the materials and data mentioned in this article, or any rights thereto, does not transfer to Buyer. Upon Seller's first request, Buyer must return said materials and data to Seller at its own expense.
4.4 All Intellectual Property Rights regarding the materials and data mentioned in this article remain with Seller and/or its licensors. Nothing in these General Terms and Conditions is intended to transfer any Intellectual Property Right to Buyer.
4.5 Buyer may only use the materials and data referred to in Article 4 in the context of executing the agreement. Without prejudice to the foregoing, none of the goods or the materials and data mentioned in Article 4 may be shown to or handed over to third parties, whether or not for reuse, without Seller's prior written consent.

5.1 Seller assumes that design drawings, working and detail drawings, computer software, models, photographs, samples, designs, logos, specified dimensions, quantities, patterns, colors, materials, technical specifications, and/or other materials and data provided by Buyer to Seller are adequate, accurate, and complete, and Seller is not required to conduct any further investigation.
5.2 Buyer indemnifies Seller against all claims, both in and out of court, from third parties alleging that an Intellectual Property Right or any other right of those third parties has been infringed by Seller's use of the materials and data referred to in this article.

6.1 The goods will be delivered by the Seller to or shipped for delivery to the agreed place or places in the manner determined in the order or agreed upon in writing (subsequently).
6.2 The transport of the goods is at the Seller's expense, unless the order amount of goods is lower than an amount to be determined by the Seller, in which case the transport is at the Buyer's expense. The aforementioned amount depends on the price level and volume, but will not exceed 500 Euros.
6.3 The Buyer is obliged to take receipt of the goods at the agreed place/places upon first offer at the moment the Seller delivers them or has them delivered, or at the moment they are made available to the Buyer according to the agreement. If the Buyer fails to do so, the resulting damage and costs shall be for their account.
6.4 The risk of the goods passes to the Buyer at the time they are brought into the power of the Buyer or a third party to be designated by the Buyer. This is also the case if the Seller arranges the transport at the request and expense of the Buyer.
6.5 The Seller shall endeavor to pack the goods properly and conveniently.

7.1 The Seller shall endeavor to deliver the goods at the time/times or immediately after the end of the delivery period/periods determined in the order. If a delivery period has been agreed, it commences on the date on which the Seller has accepted the order in writing. If a delivery period is exceeded, the Seller has the right, without being liable for any damages, to deliver the goods no later than 15 working days after the expiry of the delivery period.
7.2 When ordered goods are available for the Buyer but are not accepted by the Buyer, the Seller is authorized, at its own discretion and without a notice of default being required:
- Either to deliver the goods by written notification to the Buyer, in which case the goods will be stored at the Seller's or the carrier's premises from the time of sending that notification, at the Buyer's expense and risk, including the risk of quality deterioration.
- Or to terminate the agreement with the Buyer in whole or in part in the manner stated in Article 10 below, and to sell and deliver the goods to (a) third party/parties. In that case, the Buyer is 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 is, without prejudice to the foregoing, entitled to suspend and/or immediately cease that delivery and to demand compensation for the costs incurred and damages from the Buyer, without the Seller being liable for any damages towards the Buyer.
7.4 If no terms have been set for call-off in the case of delivery on call, the Seller is entitled to full payment of the total order three months after the order.
7.5 If, in the case of delivery on call, not all or not all of the ordered goods have been called off within three months, the Buyer shall indicate in writing within 5 working days after the first request from the Seller within what period the total quantity will have been called off. This period to be indicated by the Buyer may not exceed a period of three months. The goods not yet called off will be stored at the Seller's or the carrier's premises starting from the first day following that three-month period, at the Buyer's expense and risk, including the risk of quality deterioration. The stored goods remain the property of the Seller until delivery of the goods to the Buyer.

8.1 All prices offered by the Seller and Buyer are net and exclusive of VAT, unless expressly stated otherwise. The Seller is entitled to change the offered prices at any time before the conclusion of the agreement as referred to in Article 3.2.
8.2 After the conclusion of the agreement, the Seller has the right to change prices if the price increase is the result of one 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 that case, the Buyer is always entitled to terminate the agreement within 14 days after the price change has been communicated to them in writing in accordance with Article 10, without the Seller being liable to pay any damages.
8.3 The Seller is entitled to charge a surcharge of up to 10 Euros for administrative costs if the invoice amount of a delivered batch is less than 350 Euros.
8.4 The Seller is entitled to invoice before delivery and to request payment. Payment must be made within 30 days of the invoice date unless otherwise indicated on the invoice. Payment can also be requested for partial deliveries. The Seller is at all times entitled to suspend delivery until the Buyer has made a down payment.
8.5 If the Buyer has not paid the amounts due in full within the agreed period, the Buyer is in default after the expiry of this period, without any notice of default being required. In that case: a) the Buyer owes interest on the outstanding amount from the date on which the amount due became payable until the time of payment, at the rate of the statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code; and b) all costs incurred by the Seller, such as legal costs and extrajudicial costs, including costs for legal assistance, bailiffs, and collection agencies, incurred in connection with late payment, shall be borne by the Buyer. The extrajudicial costs are set at at least 15% of the invoice amount with a minimum of € 100 excl. VAT, all this without prejudice to the Seller's other legal remedies under these General Terms and Conditions and/or applicable law, including the right to compensation.
8.6 In the event of full or partial awarding of the payment claims asserted by the Seller in court, 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 the Buyer always serve to settle all interest and costs due and subsequently the oldest outstanding invoices, even if the Buyer states that the payment relates to a later invoice.
8.8 Complaints regarding invoices or goods do not suspend the Buyer's payment obligation. The Buyer is not entitled to set-off.

9.1 Without prejudice to the provisions of these terms and conditions, all goods delivered by the Seller at any time remain the property of the Seller until all claims of the Seller against the Buyer, which fall within the scope of Article 92 Book 3 of the Dutch Civil Code, on any grounds whatsoever and regardless of whether they are due and payable, including interest and costs, have been settled by payment by the Buyer. Before full payment, the Buyer is not authorized to pledge the goods to third parties or to transfer the possession thereof, except for the goods delivered by the Seller that the Buyer transfers in the context of normal business operations. In the event of a violation of this, as well as in the event of full or partial applicability of Article 10, the Seller has 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. Furthermore, every claim of the Seller shall then be immediately due and payable in full.
9.2 The Buyer is obliged to keep the goods delivered under retention of title with the necessary care and as recognizable property of the Seller. The Buyer is obliged to insure the goods for the duration of the reserved ownership against fire, water, and explosion damage as well as against theft and to provide the policies of these insurances for inspection to the Seller upon first request.
9.3 In the event that the Seller wishes to exercise its rights mentioned 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 (may) be located and to take those properties with them. Any costs resulting from this shall be for the Buyer's account.
9.4 If the financial position and/or payment behavior of the Buyer gives cause for this in the opinion of the Seller, the Seller is entitled to demand that the Buyer provide security in a form to be determined by the Seller and/or make an advance payment for first or subsequent deliveries. If the Buyer fails to provide the required security, the Seller is entitled, without prejudice to its other rights, to immediately suspend or terminate the further execution of the agreement without being liable for any damages, and everything that the Buyer owes to the Seller on any grounds whatsoever is immediately due and payable.

10.1 Termination of the agreement can only take place in writing. Termination of the agreement on the grounds of an attributable failure is only permitted after a written notice of default that is as detailed as possible, in which a reasonable period is set for performance.
10.2 In the event that the Buyer or Seller has been granted or is threatened with a suspension of payments, the bankruptcy of the Buyer or Seller has been filed for, they are declared bankrupt, they cease their business, or a decision is made to dissolve the legal entity, or the Seller or Buyer obtains information that indicates with reasonable certainty that the Buyer or Seller will likely not be able to fulfill their obligations, the Seller or Buyer is entitled to terminate all existing agreements at that time, in whole or in part, by registered letter with immediate effect, without judicial intervention.
10.3 In the event of termination of the agreement, there shall be no reversal of what the Seller has already delivered and the associated payment obligation, unless the Buyer proves that the Seller is in default regarding the essential part of those performances. Amounts that the Seller has invoiced before the termination in connection with what the Seller has already properly performed or delivered in execution of the agreement remain due and payable in full, subject to the provisions of the previous sentence, and become immediately due and payable at the time of termination.
10.4 This termination may, at the Seller's discretion, also extend to goods that had already been delivered under the same agreement, if those goods, according to that agreement (order confirmation), were to have been delivered as a set. In the aforementioned situation(s), the Buyer is authorized to return the goods to the Seller at the Seller's expense and risk and to reclaim from the Seller the payments that may have been made for those goods.
10.5 In the event that the Buyer fails to fulfill any obligation of any agreement whatsoever towards its Seller, the Seller is entitled to suspend all existing agreements between them without judicial intervention, all this without prejudice to the other legal rights of the Seller in such a case.

11.1 The Buyer shall observe the regulations regarding the storage and handling of the delivered goods. The Buyer shall inspect the goods upon delivery or within 2 working days thereafter.
11.2 Complaints regarding deliveries must be made by the Buyer in writing and directly to the Seller within 3 working days after delivery. The complaint must be made by means of a written (or email) accurate statement of the nature and grounds of the complaints, including in any case dated photographs showing the defects and including the packing slip and (if known) the relevant invoice number. By submitting a complaint, the payment obligation regarding the goods in dispute is suspended. The defective goods must be in the Seller's possession within 10 working days after delivery.
11.3 Any right of the Buyer to invoke defects in the goods upon delivery expires 1 month after delivery, unless the Buyer can demonstrate 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 is obliged, at its own discretion, to repair the defective item or to replace it with other items in accordance with the order, provided that the redelivery or repair takes place within a reasonable period after the validity of the complaint has been established. In that case, the Buyer is under no circumstances entitled to compensation.
11.5 The Seller reserves the right, when determining the consequences of a well-founded complaint, to take into account any depreciation of the goods. The foregoing does not apply if the Buyer demonstrates that the depreciation is entirely attributable to the Seller.
11.6 Returns in connection with complaints that have not been preceded or accompanied by the information mentioned in the second sentence of paragraph 2 are not permitted. If the Buyer nevertheless returns goods in violation of this regulation, or returns goods without grounds, these will be held at the Buyer's expense and risk, insofar as they have not been refused by the Seller, without this implying any recognition of the validity of any warranty claim. The costs of unjustified returns are for the Buyer's account.

12.1 Communications by or on behalf of the Seller regarding the quality, composition, application possibilities, properties, and handling of delivered goods only serve as a warranty if they have been expressly confirmed by the Seller in writing in the form of a warranty.
12.2 If the Buyer carries out or has repairs or changes carried out during the warranty period without the prior consent of the Seller, the warranty obligation shall lapse immediately.
12.3 The Seller is not liable for any damage due to an attributable failure, unlawful act, or any other act by the Seller, except in cases of intent or willful recklessness on the part of the Seller personally or managerial subordinates belonging to the Seller's management.
12.4 If, despite the provisions of 12.3, the Seller is held liable, this liability is limited to the compensation of direct damage suffered by the Buyer up to a maximum of the invoice amount for the relevant (partial) agreement or order. In no event, however, shall the total liability of the Seller for direct damage, on any grounds whatsoever, exceed € 50,000.
12.5 Direct damage is exclusively understood to mean:
a. reasonable costs that the Buyer would have to incur to make the Seller's performance conform to the agreement; however, this substitute damage will not be reimbursed if the agreement is terminated by or at the request 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 a limitation of direct damage within the meaning of this agreement.
12.6 A condition for the emergence of 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 the Seller shall lapse by the mere passage of 6 months after the claim arises.

13.1 Neither party is required to fulfill any obligation if they are prevented from doing so as a result of force majeure.
13.2 Force majeure is understood to mean any circumstance, including but not limited to ice conditions, extreme weather conditions, terrorist attacks, flooding, legal restrictions, failures of the Seller's suppliers and auxiliary persons, strikes, government measures, supply delays, export bans, riots, war, mobilization, transport obstructions, machinery defects, power supply failures, import obstructions, fire, and all other circumstances beyond the control of the Seller or Buyer as a result of which the normal performance of the agreement cannot reasonably be expected from the Seller or Buyer.
13.3 The party experiencing the force majeure shall notify the other party thereof in writing without delay.
13.4 In the event of force majeure, the other party cannot claim any compensation for damages. 13.5 If a case of force majeure leads to an exceeding of the agreed date or period, including any subsequent delivery period of 15 working days, the other party has the right to terminate the relevant agreement in writing, without the terminating party being liable to pay any damages.

14.1 All disputes relating to an agreement or the performance of an agreement between Buyer and Seller that cannot be resolved by mutual consultation between the parties shall be submitted to the competent court in the jurisdiction where the Seller is established. Notwithstanding the foregoing, the Seller has the right to submit a dispute to the competent court in the jurisdiction where the Buyer is established.
14.2 All agreements and legal relationships between Buyer and Seller on any other grounds are governed by Dutch law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

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