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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF CRYSTAL PROMOTIONS B.V.

I. General
  1. The following conditions are part of all agreements and apply to all (other) actions and legal transactions with CRYSTAL PROMOTIONS B.V. (hereinafter: the Seller) and any natural or legal person who purchases goods from the Seller or enters into negotiations or an agreement with the Seller (hereinafter: the Buyer).

  2. The applicability of any general terms and conditions of the Buyer is explicitly rejected by the Seller.

  3. Changes to and additions to these conditions can only be agreed upon in writing.

  4. In case of inconsistency between the text of these conditions in the Dutch language and any other language, the Dutch version shall prevail.

II. Quotations
  1. Quotations (including price quotations) do not bind the Seller and are only an invitation for the Buyer to place an order. A contract is only established through the written order confirmation by the Seller.

  2. Cancellation of a contract by the Buyer is not possible unless the Seller agrees to the cancellation in writing, under conditions specified by the Seller. In case of cancellation as mentioned in this article, the Buyer is liable for a immediately payable compensation of fifty percent (50%) of the invoice value of the goods excluding VAT, without prejudice to the Seller’s right to compensation for actual damages suffered.

  3. The Seller is entitled to establish minimum quantities for deliveries of goods within the framework of sales programs. If the Buyer places an order for a lower quantity and the Seller accepts it, the Seller is entitled to charge additional fees reasonably determined by her, including postage costs.

  4. Models, samples, or drawings shown or provided by the Seller in any way are carefully prepared but are only indications of the goods. If the Buyer proves that the delivered goods deviate so significantly from the shown or provided models, samples, or drawings that they can no longer reasonably be obligated to accept, the Buyer has the right to cancel the contract free of charge, without the Seller being obliged to compensate for any damages resulting from the cancellation mentioned in this article.

III. Prices
  1. Prices communicated by the Seller in catalogs or otherwise are exclusive of VAT and do not bind the Seller. Packaging and shipping costs, import and export duties and excises, and all other levies or taxes imposed or levied on the goods and their transport are at the expense of the Buyer.

  2. After the conclusion of a contract, the Seller is entitled to increase the agreed prices in case of, among other things, but not limited to: interim increases and/or surcharges on freight, customs duties, goods and/or raw material prices, taxes, wages, or social charges, applied by her supplier(s), and changes in monetary relations or other unforeseen circumstances that have a price-increasing effect.

IV. Risk, Delivery, and Delivery Time
  1. The delivery and transfer of risk of the goods and their packaging take place ex warehouse (Ex-Works) as defined in the ICC Incoterms 2000 (or the most recent version) by making the goods and their packaging available to the Buyer ex warehouse of the Seller in Weesp.

  2. The Seller reserves the right to deliver in installments, in which case such deliveries will be deemed to have been made under separate agreements. The Buyer is obliged to take delivery of the goods at the time of delivery. If the Buyer fails to take delivery of the goods or does so untimely, he will be in default by operation of law without the need for further notice. In that case, the Seller is entitled to store the goods at the expense and risk of the Buyer or sell them to a third party. The Buyer remains liable for the purchase price, increased by the statutory commercial interest and collection costs, as compensation, reduced in a specific case by the net proceeds of the sale to that third party.

  3. An agreed delivery time is only an indicative period and cannot be considered as fatal within the meaning of Article 6:83 paragraph a) of the Dutch Civil Code unless expressly agreed otherwise in writing between the Seller and the Buyer. The Seller will make reasonable efforts to adhere to the agreed delivery times. In case of exceeding the delivery time, the Buyer is not entitled to (damage) compensation. If no delivery time is agreed, the Seller will deliver the goods within a reasonable period, as determined by her judgment.

V. Retention of Title
  1. Notwithstanding actual delivery, the Seller retains ownership of all goods delivered and to be delivered by her under any agreement until the moment of full payment of all amounts that the Seller has to claim from the Buyer for any reason, including statutory commercial interest and collection costs.

  2. If the law of the country of destination of the purchased goods provides further possibilities for retention of title than determined in paragraph 1 above, it is agreed between the parties that these further possibilities are deemed to have been agreed for the benefit of the Seller, provided that if it cannot objectively be determined to which further rules this arrangement applies, the above provision in paragraph 1 will remain in force.

  3. If the Buyer defaults on the performance of his payment obligations towards the Seller or the Seller has good reason to fear that the Buyer will default on his payment obligations, the Seller is entitled to dissolve the agreement without notice and sell or take possession of the goods delivered or to be delivered under retention of title to a third party, and to enter the place where these goods are located for this purpose. In such a case, the Buyer is liable for all costs associated with this. The Buyer remains liable for the purchase price, increased by the statutory commercial interest and collection costs, as compensation, reduced in a specific case by the net proceeds of the sale to the third party.

  4. The Buyer is not authorized to alienate or encumber the goods falling under the retention of title. However, the Buyer is allowed to sell and transfer these goods within the normal course of his business. This permission expires automatically when the Buyer fails in any way in his payment obligations, obtains provisional suspension of payment, or is declared bankrupt.

  5. The Buyer is obliged to insure the goods referred to in section V.1. against usual risks such as fire, explosion, damage, and theft in such a way that the insurance policy includes the provision that the insurance also covers goods belonging to third parties. Payments for damage and loss of the aforementioned goods replace the relevant goods. Upon the first request of the Seller, the Buyer will assign all rights to the relevant insurers in this regard to the Seller.

  6. As long as the Seller is the owner of the goods, the Buyer must promptly inform the Seller in writing when the goods or any part thereof have been lost or damaged, or the goods are seized or any claim is made on (any part of) the goods.

VI. Payment
  1. Payment must be made within 30 days after the invoice date by transferring the amount due to the bank or giro account of the Seller. Payment of the amount due to anyone other than the Seller does not constitute a valid payment.

  2. All amounts invoiced to the Buyer must be paid without deduction or set-off. The Buyer is not entitled to set off a claim of his own against a claim of the Seller.

  3. If the Buyer fails to pay any amount due by him in a timely manner, the Buyer will be in default by operation of law without further notice, and he owes the Seller a immediately payable default interest equal to the statutory commercial interest. In addition, the Buyer is obliged to pay all judicial and extrajudicial costs reasonably incurred by the Seller to obtain payment. The extrajudicial costs are set at 15% of the principal amount to be recovered, with a minimum of € 125.00.

  4. In case of default of the Buyer, the Seller is entitled to suspend the fulfillment of any further obligation under the agreement and any other agreement with the Buyer or to dissolve the agreement, without prejudice to the right of the Seller to compensation of costs, damage, and interest.

VII. Guarantee
  1. The Seller guarantees the good quality of the goods delivered by her during a period of twelve months from the invoice date. In case of consumer sales, the guarantee period is 24 months. If the law of the country of destination of the purchased goods provides for a longer guarantee period than determined in this paragraph, the Seller is entitled to apply this longer guarantee period.

  2. The Seller is only obliged to guarantee the goods as mentioned in paragraph 1 if the Buyer has fulfilled all his payment obligations towards the Seller in a timely manner.

  3. The guarantee as referred to in paragraph 1 only covers defects that are demonstrably caused by faulty materials, construction, or manufacturing. The guarantee does not cover defects that are the result of normal wear and tear, injudicious or careless use, incorrect storage, or maintenance, or if changes have been made to the goods without the written permission of the Seller.

  4. If the Buyer makes a claim under the guarantee, he must notify the Seller of this in writing immediately after the defect has been discovered or could reasonably have been discovered. In this case, the Buyer must provide the Seller with all necessary information to investigate the claim. The goods to which the guarantee relates must be made available to the Seller for investigation.

  5. If the claim under the guarantee is found to be well-founded by the Seller, the Seller is only obliged to replace the defective goods or, at her discretion, to credit the Buyer for the invoice value of the goods or to refund the purchase price to the Buyer.

  6. Any form of guarantee is void if the goods delivered have been subjected to abnormal conditions or are otherwise treated improperly or if the Buyer, or third parties engaged by him, have made or attempted to make changes to the goods without the written permission of the Seller, or if the goods have been used for purposes other than those for which they are intended, or if the goods have not been used or stored in accordance with the instructions of the Seller.

VIII. Complaints
  1. The Buyer must check the goods delivered by the Seller immediately upon receipt for defects and compliance with the agreement. The Buyer must notify the Seller in writing of any complaints about visible defects or non-compliance with the agreement within 8 days after receipt of the goods. In the case of non-visible defects or non-compliance with the agreement, the Buyer must notify the Seller in writing immediately after the defects have been discovered or could reasonably have been discovered.

  2. The Buyer must provide the Seller with all necessary information to investigate the complaints. The goods to which the complaint relates must be made available to the Seller for investigation.

  3. Complaints do not suspend the payment obligation of the Buyer.

  4. If the Buyer fails to fulfill his obligations as mentioned in paragraphs 1 and 2 of this article, the goods delivered are deemed to comply with the agreement and are free from visible defects.

IX. Liability
  1. The Seller is only liable for direct damage caused by an attributable shortcoming in the fulfillment of her obligations under the agreement. The liability is limited to the invoice value of the goods delivered or to be delivered or, at the option of the Seller, to the maximum amount that is paid out in the relevant case by the liability insurance of the Seller, increased by the amount of the deductible excess that applies to the relevant case under that insurance. The liability of the Seller is in any case limited to the amount that the Buyer has paid to the Seller for the goods delivered or to be delivered or is still due to the Seller.

  2. The Seller is never liable for any other form of damage, including but not limited to consequential damage, loss of profit, lost savings, and damage due to business interruption.

  3. The liability of the Seller is excluded in case of intent or gross negligence of auxiliary persons.

  4. The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence of the Seller.

X. Force Majeure
  1. The Seller is not obliged to fulfill any obligation towards the Buyer if she is prevented from doing so as a result of a circumstance that is not due to her fault, nor is she accountable for the law, a legal act, or generally accepted views.

  2. In these general conditions, force majeure means, in addition to what is understood by law and jurisprudence, all external causes, foreseen or unforeseen, on which the Seller cannot exert any influence but as a result of which the Seller is unable to fulfill her obligations. These external causes include, among other things, strikes, fire, business disruptions, energy disruptions, non-delivery or late delivery by suppliers or other third parties engaged by the Seller, import and export bans, transport difficulties, government measures, such as import and export restrictions and bans, and the lack of any permit to be obtained.

  3. The Seller is entitled to suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to compensate the damage suffered by the other party.

  4. In case of force majeure, the Seller is entitled to demand payment of the already delivered part of the goods.

XI. Dissolution and Suspension
  1. In case of bankruptcy, a suspension of payment, or receivership of the Buyer or if the Buyer’s company is liquidated or terminated, the claims of the Seller on the Buyer are immediately and fully due and payable.

  2. The Seller is entitled to dissolve the agreement with immediate effect, in whole or in part, without any notice of default or judicial intervention, by a written statement to the Buyer if the Buyer fails to fulfill one or more of his obligations under the agreement or these conditions in a timely manner, applies for a suspension of payment, is declared bankrupt, or liquidates or terminates his company. In that case, the Seller is entitled to take back the goods delivered or to be delivered under retention of title or to require the Buyer to grant permission to the Seller or a third party to enter the place where these goods are located and to take back the goods. In case of dissolution as mentioned in this paragraph, any claim of the Seller on the Buyer is immediately and fully due and payable.

  3. If the Buyer fails to fulfill his obligations under the agreement or these conditions in a timely or proper manner, the Seller is entitled to suspend the fulfillment of her obligations under the agreement or any other agreement with the Buyer until the Buyer has fulfilled his obligations in full.

XII. Provision of Security
  1. If the Buyer fails to fulfill its payment obligations towards the Seller or if the Seller has good reason to fear that the Buyer will fail to fulfill its payment obligations, the Buyer is obliged, at the first request of the Seller, to provide sufficient security for the claim that the Seller or the Buyer has through an irrevocable bank guarantee or by providing security reasonably equivalent thereto. As long as the Buyer has not complied with this obligation, the Seller is entitled to suspend the performance of its obligations.
XIII. Applicable Law and Competent Court
  1. The agreement is governed by Dutch law, with the exception of the United Nations Convention on Contracts for the International Sale of Goods concerning movable property. For all disputes relating to offers from, deliveries by, and agreements with the Seller, the competent court in Amsterdam has exclusive jurisdiction, unless the Seller prefers the court competent under general jurisdiction rules.