Terms & Conditions

1. Applicability: These general conditions of sale (the
“Conditions”) regulate: (a) the sale of products as indicated in the
purchase order (the “Products” and the “Order”); and (b) any
future sales of Products between B.L.A.H. Amsterdam BV,
AMSTERDAM, THE NETHERLANDS (the “Seller”) and the Buyer,
also on the basis of verbal agreements. The Conditions supersede
and prevail over any other condition, agreement, commercial use
and/or procedure. Should there be any contradictions amongst the
different versions the English version shall prevail.

2. Orders: (2.1) The Order constitutes an irrevocable purchase
offer unless within 10 days after receipt of the Order by the Seller,
the Seller informs the Buyer or the Buyer informs the Seller in
writing, to cancel the order. Due to such a cancellation the
agreement will be dissolved, without the Buyer or the Seller being
entitled to any compensation. (2.2) The Sale and Purchase
agreement is only entered into: (a) with written Order confirmation
issued by the Seller for acceptance; or (b) with performance of the
Order by the Seller by delivering the Products, as laid down by art.
5.2 below. Partial delivery means only the partial acceptance of the
Order. (2.3) If it turns out that there are not enough items
ordered of a specific Product to make it commercially sensible for
Seller to exploit that Product, Seller is at all times allowed to annul
the Agreement with respect to that specific Product. Seller shall in
that event offer Buyer a replacing Product. However, Buyer shall in
no event be obliged to make use of the replacing offer.

3. Price: Unless otherwise specified, the prices and references to
invoiced amounts are net and do not include VAT or any other tax
or duty on the price. Other costs are regulated by the delivery
terms laid down in art. 5.2. Payment of the purchase price of the
Products by the Buyer will be made in the currency indicated in the

4. Terms of payment: (4.1) The payment of the price of the
Products to the Seller must be made in full as indicated in the
acceptance for Order confirmation, or in the Seller’s invoice. The
payment term is within 30 days after the invoice date in case the
seller receives a credit insurance for the buyer and in case Seller
receives no credit insurance for the Buyer the payment term is
100% Pre-payment and will be mandatory for the Buyer. The Seller
has the right in case the Buyer has not paid his last outstanding
claims on time or – if applicable – is no longer insurable according
to a credit insurer, without prejudice to its other rights as a result
of these conditions and / or the law, the right to provide security
for demand payment and / or advance payment and / or
immediate payment upon first offering the goods to the buyer
(cash on delivery) for all current agreements between the Seller
and the Buyer; (4.2) If the Buyer omits or delays any payment,
the Seller, without prejudice to any other remedy, may: (a)
suspend all deliveries until the whole amount has been paid;
and/or (b) demand that the Buyer produce a satisfactory guarantee
of payment within 5 days; and/or (c) cancel all the pending Orders
or deliveries, 14 days after sending the Buyer a final demand for
payment; and/or (d) remove the goods under reservation of title of
the Seller by entering the Purchaser’s premises. Any delay in the
payments makes the Product purchase price indicated in the Order
and any other sum due from the Buyer to the Seller of any kind
immediately payable. Without prejudice to further damage
repayment (e.g.: cost of Product storage), a default interest rate is
applied to the matured amounts of 1% per month, due from the
foreseen payment date up to the payment. (4.3) The payments
are only considered to have been fulfilled when they are accredited
to the account of the Seller. Payment by cheque, letter of credit or
bank receipt, if accepted, will not change the place of payment.
(4.4) The Buyer cannot set-off, or suspend payments for any
reason, even if faults, defects or non-conformities of the Products
(“Faults” or “Fault”) have been claimed.

5. Product delivery terms. Change of ownership: (5.1.) The
delivery term of the Products is not mandatory; the Seller will do
good faith efforts to deliver within the term indicated in the box
marked “DELIVERY PERIOD” of the acceptance module for Order
confirmation (with a tolerance of 15 working days). Different
agreements will be not applicable unless they are in written form and they will apply only to the Order to which they refer. (5.2) Unless otherwise agreed upon the delivery is “Ex Warehouse”.
(5.3) If the Buyer does not take delivery of the products in
conformity with the contract or fails to take any step necessary for
delivering the Products, the Seller may: (a) terminate the contract
and sell the Products to third parties and/or (b) demand the
performance of the Order by the Buyer; and/or (c) deposit the
Products due at the Buyer’s risk and expense in fulfilment of any
Seller’s obligation. Any damage or cost are at the Buyer’s expense.
(5.4) Unless agreed upon in writing, the Seller may divide each
order in one or more deliveries.

6. Controls of the quantity and quality of the Products
delivered: (6.1) The Buyer has the duty to check the integrity of
the packaging and of the Products and the transport documents.
(6.2) Returning the Products is excluded unless (a) a Fault is
reported pursuant to art. 7.2 and (b) the Seller has authorised the
return in writing. The reference code for the return must be put on
the exterior of the packaging by the buyer.

7. Control, guarantee and responsibility of the Seller: (7.1)
Within the terms and limits of these general conditions of sale the
Seller guarantees (a) the delivery of the Products as per the Order
confirmation and, if an Order is sent in several shipments, as per
the delivery documents; (b) absence of Faults. The guarantee does
not cover differences of colour, shape or size of the Products which
come within the market’s standards of tolerability. The guarantee
does not cover unsubstantial differences between the samples and
the Products or the differences in colour or shades between
different Products as usually accepted in the market’s standard
practice. (7.2) In case of Faults evident upon an external
examination of the packing, the Buyer must make a written claim
to the Seller no later than one working day after that of receipt and
the specific grounds of the claims. In the case of Faults which are
not obvious upon an external examination of the packing, the
Buyer must make a written report within 15 days of receipt of the
Product, indicating the specific Fault. If a timely report is not made,
the Products will be considered to have been delivered in the
requested quantity and without Faults. (7.3) In any case, the
action based on a guarantee becomes time barred and cannot be
applied by the Buyer after Aug 31 (for Products of the
Spring/Summer season) and January 31 (for Products of the
Autumn/Winter season) either for obvious Faults or for non-obvious
Faults. Any claim based on Faults has to be brought within the
terms laid down by art. 7.2. (7.4) In the case of ascertained
Faults, the Seller is only obliged to the following at its own
indisputable discretion: (a) delivering the missing Products to the
Buyer, or (b) replacing the defective Products returned by the
Buyer pursuant to art. 6.2 above or (c) reducing the price of the
Products. (7.5) The Buyer will inform the Seller at the latest when
the Order is placed of any specific applicable legal provision
relevant to the delivery or use of the Products. In case of
commission, the Buyer may not make any claims regarding these
provisions and must guarantee the Seller against any claims of
third parties and costs. (7.6) The Seller’s responsibility may not
exceed the repayments to the Buyer of the price paid for the faulty

8. Force majeure: The Seller is not responsible for damages
caused by circumstances outside the reasonable control of the
Seller, including fortuitous events, uprisings, strikes, blockades,
union disputes or work disorders, accidents, breakage of plants or
machinery, fires, floods, storms, difficulties or increases in the cost
of manpower, materials, transport or processing raw materials on
the Seller’s usual source of supply, difficulty or increase of the
production costs of the Products affecting the Seller’s normal
means or difficulty or increase of the delivery costs of the Products
affecting the Seller’s usual delivery mode. In these circumstances
the Seller may, at its own discretion, cancel any Order or delivery.

9. Indemnification obligations: The Buyer is committed to
indemnify and hold the Seller harmless from any costs, damages or
sanctions deriving from the sale or use of the Products, Product
non conformity with the applicable standards or from any activity
(even promotional) with regards to the Products or the packing, which cause a violation of third parties’ right or claims. The Buyer will immediately inform the Seller of these circumstances and will
provide reasonable assistance to the Seller.

10. Termination by the Seller: Without prejudice to any other
remedy, the Seller may, immediately with a written communication
even sent by fax, terminate the Order and any other agreement
with the Buyer: (a) if the Buyer is wound up even voluntarily, or a
restructuring or insolvency procedure is started up against them
(bankruptcy, etc.) or if a relevant petition is presented; or if (b) a
request is presented for the appointment of a receiver or
administrator for the business of the Buyer; or (c) if the Buyer
becomes insolvent or if the financial conditions of the Buyer may
affect the guarantee in favour of the Seller constituted by Buyer’s
equity (e.g.: withdrawal or reduction of guarantees by third parties
of the Seller’s credits); (d) in case of any change in the
shareholding the Buyer’s termination of the latter; and/or (e) in
any case of termination of any other agreement (e.g. distribution,
sale concession, retail, agency franchising, etc.) possibly in force
between the Buyer and the Seller, and/or between the Buyer and
B.L.A.H. Amsterdam BV. In case of withdrawal, under art. 10, all
the amounts due for any reason to the Seller from the Buyer at the
date of the cancellation of the Order will become immediately

11. General clauses: None of the rights or obligations of the
Buyer may be assigned. No intellectual property rights or knowhow is assigned or licensed to the Buyer with the Purchase of the Products. Invalidity of one or more of the provisions of the
Conditions does not affect the remaining provisions. Any
amendment and integration must be made in writing and approved
by the Seller. Data Protection Statement: the Seller complies with
the laws in force and collects, stores and processes only the data
necessary for the Order and/or for the contract(s) with the Buyer,
to ensure a high quality of the services, for the safety of the
operations and the infrastructure and for billing purposes. The
Buyer accepts that the Seller may request information on it or
transmit data regarding its payment habits to third parties, use its
data for services conforming with specific needs and for specific
commercial offers and that its data may be processed, even
abroad, not only by the Seller, but also by B.L.A.H. Amsterdam BV
or its other subsidiaries for the same purposes. The Seller may
communicate the data of the Buyer to third parties if necessary to
supply services or for collection of receivables.

12. Intellectual Property: All intellectual property rights
connected to B.L.A.H. Amsterdam BV (including its contents) are
the exclusive property of B.L.A.H. Amsterdam BV; B.L.A.H.
Amsterdam BV and its contents shall not be reproduced, either
partially or entirely, transferred by electronic or conventional
means, modified, linked or utilized in any way, without prior written
consent from B.L.A.H. Amsterdam BV.

13. Termination of contract: If the seller terminates an
agreement for breach of any payment obligation or other material
obligation, the buyer shall be obliged to co-operate in undoing or
returning any deliverables already received but also to pay
damages equivalent to 50% of the order value of the items,
without affecting the seller’s right to claim full compensation.

14. Cancellation or refusal of order: If buyer cancels or refuses
an order before payment, buyer is obliged to pay 50 % of the price
mentioned in the order, notwithstanding seller’s right to claim full

15. Retention of title: (15.1) All products supplied, delivered
and yet to be delivered by the Seller to the Buyer, paid or not paid
by the buyer remain the full property of the Seller until all the
outstanding invoices, interests and costs are paid in full by the
buyer to the Seller. (15.2) By the Seller supplied products, that in
accordance with paragraph 15.1 are part of the retention of title,
may be sold as part of the normal course of business. The Buyer is
not entitled to pledge the products or start any other right
branches until all outstanding invoices are paid in full to the Seller.
(15.3) If the Buyer fails to fulfil its obligations or there is
reasonable fear that the Buyer will not fulfil its obligations, the
Seller is entitled to get back all products, which is referred to in paragraph 15.1 retention of title, from the Buyer or third parties
that keep the products of the Buyer. (15.4) Retention of title shall
not be waived for payment by third party subrogated by the
Seller’s claim.

16. Sale: The Buyer is not allowed without written permission to
sell B.L.A.H. Amsterdam BV products with a discount outside the
authorized sale period. The authorized sales period for the
collection spring/summer starts June 15 and fall/winter January 1.

17. Online Sales: Online sales of B.L.A.H. Amsterdam BV licensed
products is only allowed with written permission. The Buyer is not
allowed to offer any sale or discounts on the Products of B.L.A.H.
Amsterdam BV to online webshop hosted by a third party without
written permission (Referring to parties like: ‘winkelstraat.nl’,
‘Miinto.nl’, ‘exposar.com’, ‘56avenue.nl’, ‘localsunited.nl’, etc.).

18. Applicable law and Court of Jurisdiction: Any Order and
any future sale of Products are regulated by substantial Dutch law,
excluding the United Nations Convention on contracts for the
International sale of goods (1980) and the provisions of Dutch
international private law. The Seller may, however, elect to submit
a dispute with the Buyer to the competent court in the place where
Buyer’s business is registered or where Buyer is officially domiciled,
and may elect whether or not the law of the country where the
Buyer is registered/domiciled shall apply. Any disputes regarding
the Conditions or the Order will be decided exclusively by the Court
of Amsterdam (Netherlands).



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