GENERAL TERMS AND CONDITIONS OF PURCHASE AND DELIVERY

Duijts Retail Group B.V.
Version: June 30, 2025

Article 1 – Definitions

In these general terms and conditions of purchase and delivery, the following definitions apply:

Article 2 – Applicability

  1. These general terms and conditions apply to all offers and quotations issued by DRG, to every Agreement, and to all (legal) actions performed in connection therewith.
  2. By placing an order, accepting a quotation, or entering into an Agreement, the Customer unconditionally agrees to these terms and conditions.
  3. The Customer’s general terms and conditions are explicitly excluded.
  4. In the event of a conflict between the Agreement and these general terms, the Agreement shall prevail.
  5. If one or more provisions in these terms prove invalid, the validity of the remaining provisions remains unaffected. The parties will then replace the invalid provision with a new one that reflects the original intent as closely as possible.
  6. DRG reserves the right to amend or supplement these terms. The Customer hereby agrees in advance to such changes, which will take effect on a date specified by DRG or once communicated to the Customer. If the Customer is a Consumer, they retain the right to terminate the Agreement in such cases.

Article 3 – Offers and Quotations

  1. All offers and quotations issued by DRG are non-binding and may be revoked at any time, even if a period for acceptance is specified.
  2. Verbal commitments or quotations made by DRG representatives or employees, or by third parties engaged by DRG, are only binding if confirmed in writing by DRG.
  3. If the Customer is acting in the course of a business or profession, articles 6:227b(1) and 6:227c of the Dutch Civil Code do not apply.
  4. Offers, quotations, and prices do not automatically apply to new or repeat orders unless expressly agreed otherwise in the Agreement.

Article 4 – Formation of the Agreement

  1. An Agreement between DRG and the Customer is formed once the Customer has provided written confirmation of a written quotation by DRG or once DRG has provided written acceptance of a written order from the Customer.
  2. In the absence of such confirmation, the invoice issued by DRG will be considered as confirmation of the order or assignment.
  3. If the Customer accepts a quotation or offer that deviates from DRG’s original terms, such acceptance constitutes a new offer and does not bind DRG, even if the deviation is minor.
  4. Any modification or (partial) cancellation of an order must be approved in writing by DRG in advance, and the Customer must fully reimburse any costs already incurred by DRG. DRG may charge additional costs and adjust delivery timelines accordingly.
  5. Product samples or descriptions in brochures, quotations, promotional materials, or on the DRG website are as accurate as possible but are for indicative purposes only and not binding.

Article 5 – Prices

  1. All pricing information from DRG is non-binding unless explicitly stated otherwise in writing.
  2. Agreed prices are exclusive of VAT.
  3. Price changes due to factors such as raw materials, currency fluctuations, taxes, duties, transport, or insurance may be passed on to the Customer. The Customer is bound to the revised prices and cannot dissolve the Agreement unless they are a Consumer.
  4. If the offer was based on Customer-provided information that proves to be incorrect or incomplete, DRG is entitled to adjust prices and/or delivery times.

Article 6 – Payment

  1. All DRG invoices must be paid within the agreed term or, if not specified, within 14 calendar days of the invoice date, without deduction or setoff by the Customer. Consumers may offset DRG invoices in whole or in part.
  2. If the Customer fails to pay on time, they are in default by operation of law and DRG may charge statutory (commercial) interest as per article 6:119(a) of the Dutch Civil Code, without prior notice of default.
  3. Non-Consumer Customers must reimburse all judicial and extrajudicial collection costs incurred by DRG due to late payment. These costs are set at 15% of the principal amount, with a minimum of €500.
  4. Non-Consumer Customers may not suspend payment obligations.
  5. DRG may require advance payment or financial security before proceeding with (partial) delivery. DRG may suspend the Agreement until this is fulfilled.

Article 7 – Delivery of Goods

  1. Delivery times agreed between DRG and the Customer are indicative and not strict deadlines. Exceeding delivery time does not constitute a breach by DRG.
  2. If a strict delivery deadline is explicitly agreed upon and DRG fails to meet it, the Customer must issue written notice of default, granting at least thirty (30) calendar days for DRG to still fulfill its obligations.
  3. If delivery is delayed due to a change in the Agreement or delays in deliveries by third parties, the delivery period will be extended as necessary.
  4. The delivery period will also be extended if the Customer is in default regarding any obligation under the Agreement, including prepayment or providing security, without prejudice to DRG’s right to terminate the Agreement under Article 17.
  5. DRG may deliver goods in partial shipments. These may be invoiced separately.

Article 8 – Transfer of Risk and Transport

  1. Unless agreed otherwise in writing, the risk transfers to the Customer once the goods leave DRG’s warehouse.
  2. If DRG handles transport, the Customer must provide shipping instructions at least five working days before the agreed delivery date.
  3. Loading, unloading, and transport are at the Customer’s risk and expense unless otherwise agreed in writing. DRG is not obliged to claim damages from third parties on the Customer’s behalf.
  4. If the Customer arranges their own transport, they must collect the goods within three working days after being notified they are ready. If not collected on time, DRG may store the goods at the Customer’s risk and expense.

Article 9 – Execution of the Agreement

  1. DRG will perform the Agreement to the best of its ability, taking into account the Customer’s legitimate interests. However, DRG does not guarantee any specific result or outcome. The failure to achieve such result does not relieve the Customer of its obligations.
  2. DRG is not obligated to begin delivery or execution until it has received all necessary data and goods and any agreed (pre)payment. Delays caused by this shall proportionally extend delivery times.
  3. If the Customer fails to accept delivery of the goods or services in a timely manner, all associated costs—including transport, storage, and wasted efforts—will be borne by the Customer.

Article 10 – Customer Obligations

  1. The Customer must cooperate with DRG by providing all relevant data and assistance necessary for fulfilling the Agreement.
  2. The Customer guarantees the accuracy, completeness, and reliability of any data provided, even if submitted via third parties. DRG is entitled to rely on this information and is indemnified against any resulting consequences or damages.
  3. DRG may, at its discretion and without prior consent, use images of any works or documents it has created on behalf of the Customer for its own marketing purposes.

Article 11 – Warranties

  1. DRG ensures that its deliveries meet reasonable standards and industry norms, but provides no further warranties unless explicitly agreed in writing.
  2. DRG guarantees normal quality and functionality of the delivered goods during the warranty period.
  3. If the manufacturer or supplier provides a warranty, it shall apply equally between DRG and the Customer. DRG will inform the Customer accordingly.
  4. The Customer may not claim warranty rights until the full purchase price has been paid.
  5. If the warranty claim is valid, DRG may choose to repair, replace, refund, or grant a discount on the affected goods.

Article 12 – Packaging (Emballage)

  1. Reusable packaging remains the property of DRG and may not be used by the Customer for other purposes.
  2. DRG will decide whether the Customer must return the packaging or whether DRG will collect it and who bears the cost.
  3. DRG may charge a fee for packaging. If returned within the agreed period, DRG will refund or credit the amount, possibly deducting a 10% handling fee.
  4. If the packaging is damaged, incomplete, or lost, the Customer is liable, and any refund claim lapses.
  5. If the damage exceeds the charged fee, DRG is not obligated to take the packaging back and may charge the full cost minus the previously paid fee.
  6. Single-use packaging will not be returned and may remain with the Customer, who bears any disposal costs.

Article 13 – Retention of Title

  1. DRG retains ownership of all delivered goods until the Customer has paid all amounts owed under the Agreement and any related contracts, including interest and costs.
  2. The Customer must store DRG’s goods separately and clearly marked as DRG’s property.
  3. Until ownership transfers, the Customer may not rent, sell, pledge, or otherwise encumber the goods, except as part of normal business operations. In such cases, a non-possessory pledge is automatically created in favor of DRG.
  4. If the Customer fails to pay on time, DRG may retrieve the goods at the Customer’s expense, regardless of location. The Customer must fully cooperate.

Article 14 – Complaints; Expiry Period

  1. Upon receipt, the Customer must immediately inspect the quantity, type, and packaging of the goods for any defects or shortcomings.
  2. Complaints regarding quantity, type, or packaging must be noted on the delivery document or packing slip at the time of delivery.
  3. Complaints about incorrect or incomplete performance of the Agreement, or visible/invisible defects, must be submitted to DRG in writing:
    • within 5 working days of receipt of the goods by non-Consumer Customers;
    • within 8 calendar days after the service was (or should have been) performed, or
    • within 2 months of discovering a defect in goods by Consumers.
      Failure to submit a complaint within these terms voids the right to invoke non-compliance.
  4. Complaints must be clearly and precisely described. Filing a complaint does not release the Customer from payment obligations.
  5. If DRG deems the complaint valid, it may choose to repair, replace, refund, or discount the goods, and reclaim the original goods if applicable.
  6. If the Customer returns goods without DRG’s approval (as described above), shipping and storage costs are at the Customer’s risk and expense.
  7. Use or resale of the goods by the Customer constitutes acceptance.
  8. A complaint does not entitle the Customer to suspend payment or offset amounts owed to DRG.

Article 15 – Liability for Damages; Limitation Period

  1. DRG is not liable for any damages suffered by the Customer—including but not limited to death, personal injury, consequential damages, business interruption, or lost profits—unless caused by intent or gross negligence solely by DRG’s executive management.
  2. DRG is not liable for defects discovered after delivery.
  3. DRG is not liable for damages resulting from Customer actions that conflict with DRG’s instructions.
  4. DRG is not liable for defects caused by manufacturing faults in third-party goods not produced by DRG. In such cases, the Customer must seek recourse from the original supplier.
  5. DRG is not liable for damages from third-party documentation or information (e.g., manuals) provided under the Agreement.
  6. DRG is not liable for damages resulting from instructions or directions issued by the Customer.
  7. The Customer must report any damage in writing to DRG as soon as possible, and no later than 5 calendar days after discovery. Claims not submitted in time will not be considered.
    • Claims relating to services expire 1 year from the due date of the obligation or the damaging event.
    • Claims relating to goods expire 2 years after the Customer filed a complaint as per Article 14.
  8. Non-Consumer Customers must indemnify DRG against any third-party claims related to goods or services delivered by DRG, unless the Customer can prove no connection exists with the Agreement.
  9. DRG’s total liability is limited to the invoice value of the relevant Agreement, and in any case, to the amount paid out by its liability insurer.

Article 16 – Intellectual Property

  1. All intellectual property rights relating to the goods remain with DRG. The Customer may not reproduce, publish, or imitate any part of them without prior written permission.
  2. Goods supplied by DRG may only be traded under the DRG brand, logo, trade name, and specifications under which they were originally delivered. No alterations may be made to quality indicators such as labeling or instructions.
  3. The Customer indemnifies DRG against third-party claims regarding intellectual property on goods made or delivered based on Customer specifications.
  4. The Agreement does not transfer any intellectual property rights related to the delivered goods, services, or associated documentation.

Article 17 – Confidentiality

  1. All information marked or reasonably deemed confidential by DRG must be kept strictly confidential. The Customer must impose this obligation on its employees and third parties engaged in performing the Agreement.
  2. This confidentiality obligation does not apply where disclosure is required by law or court/government order.

Article 18 – Force Majeure

  1. In cases of force majeure (as defined in Dutch Civil Code Article 6:75), performance of the Agreement is suspended for the duration of the force majeure without any obligation for DRG to pay compensation.
  2. If the Agreement becomes impossible to perform due to unknown circumstances or force majeure (e.g., fire, natural disasters, epidemics, war, strikes), DRG is not liable for the transaction price or damages. DRG will consult with the Customer to amend the Agreement accordingly.
  3. If the force majeure situation continues or is expected to continue for more than 3 months, either party may terminate the Agreement by registered letter without judicial intervention, with no right to compensation for either party.

Article 19 – Suspension; Termination

  1. Only DRG and Customers who are Consumers may suspend or terminate the Agreement by written notice without court intervention in the following cases:
    • Breach of obligations under the Agreement or these terms;
    • Suspension of payment or bankruptcy;
    • Placed under guardianship or administration;
    • Business sale or closure;
    • Withdrawal of required permits;
    • Seizure of significant business assets.
  2. In these events, all current and future claims of DRG against a non-Consumer Customer become immediately due and payable.

Article 20 – Assignment; Subcontracting

  1. The Customer may not assign any rights or obligations under the Agreement to third parties without DRG’s prior written consent.
  2. DRG may engage third parties for the execution of the Agreement. The Customer agrees to any terms DRG arranges with these parties. DRG is not liable for damages caused by such third parties to non-Consumer Customers.

Article 21 – Invalidity of Provisions

  1. If any provision of the Agreement or these terms is invalid, the remaining provisions remain fully effective.
  2. Any invalid or unreasonable provision will be replaced by one that is reasonable under the circumstances and reflects the original intent.

Article 22 – Governing Law and Jurisdiction

  1. The legal relationship between DRG and the Customer is governed exclusively by Dutch law, excluding the Vienna Sales Convention (CISG).
  2. All disputes shall be submitted to the competent court in Gelderland, location Arnhem.

Article 23 – Final Provision

  1. The Dutch version of these terms and conditions is the only legally binding version. In the event of discrepancies between the Dutch text and an English translation, the Dutch version shall prevail.