GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY of Mood Company BV, STATUTORY ESTABLISHED IN EMMEN for Business to Business.

1. General

These General Terms and Conditions apply to all our offers, sales agreements, orders and deliveries and acceptance of work arising from them. The applicability of general terms and conditions used by the other party is expressly rejected. Deviations from these General Terms and Conditions only bind us if we have confirmed these deviations in writing. The other party cannot derive any rights for future transactions from any agreed deviations. The Dutch text of the General Terms and Conditions is the authentic text and prevails over translations of these General Terms and Conditions. In these conditions, 'written' means: by letter, by fax or electronically.

2. Formation of agreements

Our offers, whether made verbally or in writing, are without obligation. We are only bound after we have accepted an order and/or assignment in writing, by means of an invoice, even if we have made a written offer. We reserve the right to revoke our offer within two working days after acceptance of an offer by the other party. The conclusion of binding agreements is reserved for the management, except for an express authorisation from the management. The agreement is always concluded under the suspensive condition that the information obtained by us shows the sufficient creditworthiness of the other party in our opinion. Samples, models, images, documentation and other specifications shown or provided are only for indication purposes, without the respective item having to correspond to them.

3. Intellectual property rights

We reserve all intellectual property rights to the data contained in our offers and/or agreements and/or the models, samples, drawings, images and/or instructions for use provided by us. We are not liable for infringements of intellectual property rights of third parties, which may be committed in connection with the execution of an agreement between us and the other party. The other party is obliged to indemnify us against claims from third parties in connection with infringement of intellectual property rights, committed in connection with the execution of the agreement with us.

4. Data deviations

We are not responsible for minor deviations between the numbers, types, sizes, quantities, colours, images and/or other data specified by us and the actual ones, unless this results in a significant change in the technical and/or aesthetic execution of the items.
The other party will be obliged to accept the delivered goods. We are not liable for any damage resulting from such minor deviations. Deviations of less than 10 (ten) percent will in any case be considered minor.

5. Prices

We have the right to pass on to the other party any change in one or more of the cost-determining factors such as transport costs, the prices of raw materials or materials, exchange rate ratios, import duties or sales tax, which relate to the agreed performance and which occur after the date of our offer or after the conclusion of the agreement but before delivery.The prices of the goods offered or sold by us are calculated on the basis of delivery ex works, Emmen, the Netherlands (EXW, incoterms 2010), exclusive of VAT, import duties and other government levies and taxes, unless otherwise stated in writing.

6. Payment

Unless otherwise agreed, an advance payment of at least 50% applies to each order. The total amount of the order must be paid in accordance with the amounts of the invoice no later than the stated due date according to the invoice. Discount, withholding, settlement or suspension of payment is not permitted by the other party. Payments made by the other party always serve first to settle all interest and costs due and secondly to settle the oldest outstanding invoices, even if the other party states that the payment relates to a later invoice. If our other party does not pay the amount owed by it on time, it is, without any notice of default being required, liable to pay the statutory interest for commercial transactions on the amount due from the date on which that amount becomes due. If our other party does not pay the amount owed by it on time, our other party is also obliged to pay all extrajudicial and judicial costs related to the collection. The extrajudicial costs are set at 15 (fifteen) percent of the invoice amount with a minimum of € 250, - (two hundred and fifty euros). Our counterparty is obliged to provide (additional) personal or business security for the fulfillment of its (payment) obligations towards us at our first request upon or after entering into the agreement. Refusal by the counterparty to provide the requested security gives us the right to suspend our obligations and ultimately gives us the right to dissolve the agreement in whole or in part without notice of default or judicial intervention, without prejudice to our right to compensation for any damage suffered by us.

7. Retention of title

We reserve the ownership of all items delivered by us to the other party until the purchase price, including interest and costs, for all these items has been paid in full. If, within the framework of these sales agreements, we perform work for the other party that is to be paid by the other party, the aforementioned reserved ownership applies until the other party has also paid these claims from us in full. The reserved ownership also applies to claims that we may obtain on the other party due to the other party's failure to fulfil one or more of its obligations towards us. As long as our aforementioned ownership continues, our other party is not entitled to dispose of the items delivered by us and/or to alienate and/or encumber and/or process or process them. The other party is, however, permitted to use or sell the items within its normal business operations, provided that, until the other party has paid for the items in full and has fulfilled its other obligations under similar agreements with us, we will be subrogated to the rights of the other party towards its customers. The counterparty shall then, to the extent necessary, transfer these rights to us, which transfer we accept. However, the counterparty is not permitted to alienate the goods in the context of its normal business operations at the time that the counterparty has requested a suspension of payments or has been declared bankrupt.

As long as our aforementioned ownership continues, we are entitled to retrieve the goods delivered by us from the place where they are located at the expense of the other party without notice of default or judicial intervention. The other party is obliged to store the goods delivered by us under retention of title with due care and recognizable as our property. If the other party is established in Germany or Belgium and the goods to be delivered by us are actually delivered to the other party in Germany or Belgium, the property law consequences of the retention of title of the goods delivered and/or to be delivered to the German or Belgian other party will then be governed by German or Belgian law. In such a case, the preceding provisions of this article 7 do not apply. For the other party established in Germany, these are deemed to have been replaced by the provisions of Appendix 1 to these General Terms and Conditions. The following conditions apply to the counterparty established in Belgium: "In the event of non-payment on the due date, the sale may be considered null and void by us by operation of law and without notice. The goods remain our property until full payment of the price. All risks are borne by the counterparty. The advance payments made remain our property to compensate for possible losses upon resale".

8. Delivery

Delivery conditions are agreed per transaction. All delivery conditions apply in accordance with Incoterms 2010. Our counterparty is obliged to accept the goods at the time that they are made available to him in accordance with the agreement. If the counterparty does not accept the goods, the counterparty is in default and we are entitled at our discretion:

(a) to transport the goods at the expense and risk of our counterparty to the address of the counterparty by a means of transport of our choice, or to store the goods at the expense and risk of our counterparty,
or

(b) declare the agreement dissolved without notice of default and without judicial intervention, without prejudice to our right to compensation for any damage or loss suffered by us.
profit, increased by the statutory interest, to be calculated from the moment the claim becomes due.

The above applies without prejudice to any other rights to which we are entitled.

9. Delivery time

A delivery time stated by us is always an indication and not a fatal term. We are not in default with regard to the delivery time until we have been notified of default in writing by the other party, who has given us the opportunity to deliver within a reasonable term and we have not complied with this. The delivery time does not commence until we have accepted an order and/or assignment in writing and our other party has provided us with all data and/or materials required for the execution of the agreement and we have received any agreed advance payment from the other party. If it appears during the execution of the agreement that there is a delay in the delivery, the delivery time will be extended by as many days as the delay has lasted. We are not liable for damage as a result of late delivery, if and insofar as this late delivery is due to circumstances that are not at our expense and risk, including non-performance (in time) by suppliers. Only in the event of excessive exceedance (more than 12 weeks) of the agreed delivery time, does the other party have the right to terminate the agreement, unless the exceedance is caused by force majeure.The other party shall never be entitled to any penalty or compensation. Failure (on time) to fulfil any payment obligation by the other party shall suspend our delivery obligation. We reserve the right to deliver the goods in parts, in which case the (payment) conditions described below shall also apply to each partial delivery.

10. Complaints

Our counterparty is obliged to examine upon delivery whether the goods correspond to the agreement. Our counterparty is obliged to submit any complaints about the goods delivered by us in writing within 8 (eight) days after delivery. This also applies to delivered items that were not ordered. If it concerns an externally invisible defect, our counterparty is obliged to submit complaints about the goods delivered by us in writing within 8 (eight) days after discovering the defect, but in any case within 3 (three) months after delivery.

All complaints must be submitted by our counterparty, stating the order/invoice number. Complaints about invoices must also be submitted in writing within 8 (eight) days after the invoice date.
In the absence of such timely submission of complaints, any claim against us shall lapse. Any return of items is only possible if the items are in their original condition and in undamaged packaging. Items that do not originate from us or are provided with (price) stickers other than those applied by us, are not eligible for return. The returned items must be received by us no later than 1 (one) month after our authorization for return. Unless otherwise agreed, returns are at the expense and risk of our counterparty.

The following items are not eligible for return:
- Expired/deleted items (at the time of processing the request by us); - Clearance and overstock (cut-outs items);
- Merchandise items

11. Warranty; limitation of liability

We shall not be liable for any other or further items than for material and/or construction errors in the items which have come to light within 3 (three) months after the date of delivery as referred to in article 8, insofar as such errors significantly reduce the soundness or quality of the items. Our liability under this article is limited to the free delivery of replacement (parts of) items. We shall be entitled, instead of delivering replacement items, to repair the defective (parts of) items delivered or to take them back against repayment of the relevant part of the invoice price. We shall grant our counterparty the same guarantee for items delivered to us by third parties and delivered by us to our counterparty, even if the items delivered by us are composed of items supplied to us by third parties, but no further guarantee than we have received from our supplier(s). Our counterparty may only invoke our obligations based on this article after our counterparty has fulfilled all its obligations arising from the agreement concluded with us. If we are liable for any reason, our liability is limited to the amount equal to the invoice value of the items concerned, excluding taxes, with the understanding that we will be liable at most and exclusively up to an amount of €5,000 (five thousand euros) per claim. A series of related damage-causing events shall be considered as one event/claim for the application of this article.We are never liable for compensation of non-material damage, business damage, indirect damage, loss of profit or other consequential damage. Our counterparty is obliged to indemnify us against all claims from third parties, related to goods delivered by us or work performed by us.

12. Non-compliance

If the other party fails in any way to fulfil any obligation towards us, or if there are grounds to fear that the other party will fail to fulfil any obligation towards us, as well as in the event of an application for suspension of payments, obtained (provisional) suspension of payments, application for bankruptcy, declaration or claim for bankruptcy, liquidation or cessation of (part of) the other party's business, we are, without prejudice to our other rights and without any obligation to pay damages, entitled to terminate the agreement(s) in whole or in part with immediate effect without the need for a notice of default or judicial intervention, or to suspend the (further) performance of the agreement(s).

13. Cancellation

Cancellation of an order by the other party is in principle not possible. If the other party nevertheless cancels an order in whole or in part, for whatever reason, we can charge all costs reasonably incurred with a view to the execution of the order (including costs of preparation, parts, storage, etc.), without prejudice to our right to compensation for loss of profit and other damage. In the event of cancellation, the other party is also liable for cancellation costs. These amount to 30% (thirty percent) to 100% (one hundred percent), depending on deliveries/work already carried out by us, of the order amount, plus VAT (if applicable).

14. Force Majeure

In the event of force majeure, we have the right, at our discretion, to suspend the performance of the agreement until the force majeure situation has ended or to dissolve the agreement, insofar as it has not yet been performed, in whole or in part without judicial intervention and without being obliged to pay any damages.

Force majeure is understood to mean anything that reasonably occurs beyond our direct influence, including but not limited to: strike, lockout, blockade, riots, public disturbance, energy shortage, disruption of energy supply, transport ban, fire, transport accident, transport/customs delay, industrial accident, war or threat of war, natural disaster, flooding. Force majeure also exists if the circumstance in question was foreseeable at the time the agreement was concluded.

15. Applicable law; competent court

These conditions and all our offers and/or sales agreements and/or agreements to accept work are governed by Dutch law, with the exception of the provisions of article 7 of these General Conditions. The applicability of the Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980 is expressly excluded. The competent court in Zwolle is authorised to hear legal actions brought by and/or against us, without prejudice to our authority to submit the dispute to another competent court if desired.The foregoing shall not affect our rights to obtain an award by arbitration by the International Chamber of Commerce in accordance with the Rules of Arbitration of the International Chamber of Commerce, by one arbitrator. The place of Arbitration shall be Emmen, the Netherlands. The arbitration proceedings shall be conducted in the English language.

16. Limitation

Claims and defences based on facts that would justify the assertion that the delivered item does not correspond to the agreement shall lapse after one year after delivery.

17. Conversion

If and to the extent that, on the grounds of reasonableness and fairness, no appeal can be made to any provision in these General Terms and Conditions, then that provision will be given a meaning that is as similar as possible in terms of content and scope, and can be appealed to. These general Terms and Conditions of Sale and Delivery have been filed with the Chamber of Commerce. The most recently filed version applies.