Article 1 - Definitions.

Capitalized terms used in this Article shall have the following meanings in these Conditions:

Buyer Any party to whom Brand Masters makes an offer/quotation and/or enters into an agreement with Brand Masters or places an Order for the supply of Products or Services.

Brand Masters The private limited company Brand Masters B.V. established in Breda at the address Steenen Hoofd 50 (4825AK) and registered in the register of the Chamber of Commerce under number: 54094127, as well as its affiliated companies that refer to or make use of these Terms and Conditions.

Consumer A natural person, not acting in the performance of a profession or business, who purchases or uses the Product for personal use.

Services Work that is part of the Order.

Delivery The Products or Services to be delivered by Brand Masters in accordance with the agreed Specifications at the time specified by Brand Masters.

Quotation A non-binding offer by Brand Masters to Buyer to provide Products or Services, whether or not under a Collaboration Agreement.

Order The order from Buyer to Brand Masters to supply Products and/or services, whether or not under the scope of a Cooperation Agreement.

Order Confirmation The confirmation sent by Brand Masters to Buyer of the Order placed by Buyer.

Order Form The standard form used by Brand Masters for placing an Order.

Parties Brand Masters and Customer.

Producer The Supplier of Brand Masters who manufactures the Products.

Products The items Brand Masters delivers to Buyer.

Recall The recall of Products.

Cooperation Agreement The framework agreement concluded between the Parties for the sale of Products.

Terms and Conditions These General Terms and Conditions of Sale of Brand Masters.

Working Days Days excluding Saturdays, Sundays and holidays.

Article 2 - Applicability.

These Terms and Conditions apply to all Quotations, requests, offers, Orders and (Cooperation) agreements for a Supply between Brand Masters and the Buyer unless otherwise expressly agreed in writing.
If Buyer refers to its own general (purchase) conditions at any time, their applicability is hereby expressly rejected. Buyer agrees to the applicability of these Terms and Conditions to subsequent Orders and agreements between Brand Masters and Buyer.
The notices referred to in these Terms may, unless otherwise specified or legally the written form applies, be sent in writing, by e-mail, or by fax.

Article 3 - Conclusion of agreements

All offers and Quotations of Brand Masters are without obligation, unless the offer explicitly states otherwise and specifies a period for acceptance. Offers or Quotations do not automatically apply to future Orders.
Obvious errors or mistakes on its website, in brochures, publications and other data do not bind Brand Masters.
A contract is formed only after Brand Masters sends an Order Confirmation or if, after Buyer gives the Order, Brand Masters executes the Order.
Brand Masters has the right not to accept an Order or to accept it only under the condition that the shipment is made cash on delivery or after advance payment.
Brand Masters may require additional security from the Buyer for the fulfillment of its obligations.
From the moment an Order is accepted by Brand Masters, the Buyer cannot cancel the Order except with Brand Masters' written permission.

Article 4 - Changes

Changes to the Order and deviations from these Terms and Conditions will only be effective if agreed to in writing between Brand Masters and Buyer.
If changes result in an increase or decrease in cost, Brand Masters will pass this price difference on to Buyer and charge this amount in accordance with the other provisions of these Terms and Conditions.
Brand Masters has the right to cancel an Order - even if it has already been accepted by Brand Masters - within five business days of the Order Confirmation, in which latter case no agreement has been formed between the Parties. Brand Masters shall not owe any compensation to Buyer in the event of cancellation.
Brand Masters reserves the right to amend an Order by giving written notice of the amendment to Buyer, provided the amendment is announced 20 days prior to Delivery.

Article 5 - Prices

The agreed prices are exclusive of V.A.T. They are fixed unless the Order Confirmation states the circumstances that may lead to price adjustment and determines the manner in which the adjustment will be made.
The purchase price may be set in Euros or in foreign currency. If the purchase price is in foreign currency, the price in this foreign currency when paid by Brand Masters will correspond to the price in Euros, as in effect at the time of the Order Confirmation.
Unless otherwise agreed, prices are in principle exclusive of any costs and duties, such as transportation costs to the place of destination, costs of delivery and insurance, price risk, import duties and packaging.
If quotations are made on an after-the-fact basis, the prices quoted shall serve as guide prices only.
A composite quotation does not obligate Brand Masters to perform a portion of the Order at a corresponding portion of the quoted price.
If Brand Masters' Supplier increases its prices, Brand Masters is entitled to increase its agreed price with Buyer accordingly.

Article 6 - Resale

Brand Masters may recommend a consumer price. This is explicitly a recommended price. Brand Masters is never responsible and/or liable for the pricing of the consumer recommended price.
Buyer is responsible for applying and determining the correct VAT rate. Brand Masters is not responsible and/or liable for the VAT rate applied by Buyer.

Article 7 - Delivery

Brand Masters delivers the Products in accordance with the method of delivery agreed upon between Brand Masters and Buyer, as stipulated in the latest edition of the Incoterms. If nothing has been agreed upon between the Parties, delivery must be Free Carrier (FCA) whereby delivery is made from Brand Masters' warehouse. Upon Delivery, Buyer must sign for receipt, failing which Buyer's right to file a complaint with Brand Masters shall expire.
Brand Masters reserves the right to deliver and invoice the Order in partial shipments.
Buyer is required to take delivery of the Products upon delivery. If Buyer does not take delivery of the Products to be delivered by Brand Masters, the Products will be stored at Buyer's expense and risk. If Buyer fails to collect the Products within 14 days and at his expense despite Brand Masters' summons, Brand Masters has the right to sell the goods to third parties and hold Buyer liable for any loss. Buyer shall at all times be required to reimburse at least the cost of the aforementioned storage and additional shipping and handling costs incurred by Brand Masters.
The marks as well as the type or identification numbers or signs, which are affixed to the Products delivered by Brand Masters to Buyer, including the packaging, may not be removed, damaged or altered.

Article 8 - Delivery time

The delivery date is indicative and does not constitute a deadline. This is only different if the Parties have expressly agreed to this in writing.
In accordance with article 6:39 of the Dutch Civil Code, Brand Masters is free to deliver the Products earlier than the specified delivery date. Brand Masters reserves the right to refuse the Buyer's proposal to deliver on a date other than agreed upon.
In the event of deviation from the delivery date, Brand Masters is not in default until the Buyer has given Brand Masters written notice of default and offered it a period of at least the same delivery time, with a maximum of one month, to still deliver the Products and Brand Masters has not delivered after the expiration of this period.

Article 9 - Retention of title.

From the time of Delivery, the Products are at Buyer's risk; however, the Products remain the property of Brand Masters until Buyer has paid the invoices from:

(i) all amounts due with respect to the Products and Services delivered and to be delivered; and

(ii) any other amounts due or to become due to Brand Masters or any persons associated with Brand Masters.

As long as ownership of the Products has not passed to Buyer, Buyer is only the holder of the Products and is only permitted to sell and transfer ownership of the Products to third parties in the ordinary course of his business. Buyer is obligated, so long as the Products have not become its property, at no cost to Brand Masters, to store the Products separately and identifiably from all other Products in its possession and not to destroy, damage or obscure any identifying mark or packaging on or relating to the Products (including serial numbers and notices that a patent, trademark, design or copyright relating to the Products is held by Brand Masters or a third party).
The effects of the retention of title of a Product intended for export shall be governed by the law of the country of destination if that law contains more favorable provisions for Brand Masters in this regard.
If Buyer fails to meet his payment obligations, Brand Masters is entitled to remove or have removed the Products subject to retention of title from Buyer or a third party holding the Products for Buyer. Buyer is obliged to provide all cooperation to this end.

Article 10 - Packaging

1. Insofar as the Parties have not agreed otherwise, Buyer is obliged to return the packaging sorted and cleaned as soon as possible and no later than the next delivery of Brand Masters Products to Buyer. If there is no next delivery, Buyer is obliged to return the packaging immediately. The costs of returning the packaging shall be borne by Buyer.

2. If Buyer is required to return the packaging and Brand Masters finds that Buyer does not return the
packaging, or returns it damaged, Brand Masters will charge Buyer for the cost of this packaging.

Article 11 - Liability

Brand Masters is only liable for damages that are the direct and immediate result of a failure in the performance of the Order or agreement attributable to it.
The total liability of Brand Masters due to an attributable shortcoming in the fulfillment of the Order, contract, unlawful act and/or any basis whatsoever, is limited to compensation of an amount equal to the direct damage suffered and/or to be suffered by the Buyer, up to a maximum of the purchase price of the Product in question (excluding VAT). Under no circumstances will the total compensation for damages exceed the amount paid out under Brand Masters' liability insurance in the case in question.
Direct damage is exclusively understood as the reasonable costs that Buyer would have to incur to have Brand Masters' performance comply with the agreement.
Liability of Brand Masters for indirect damage, consequential damage, lost profit, lost savings, reduced goodwill, damage due to business stagnation, damage related to the involvement of third parties by Buyer and all other forms of damage other than mentioned in paragraph 3, for whatever reason, is excluded.
The limitations mentioned in this article shall cease to apply if and insofar as the damage is the result of intentional or deliberate recklessness on the part of Brand Masters.
Brand Masters, subject to the provisions of these Terms and Conditions, is only liable for compensation if the Buyer has complied with the agreed regulations and terms. Any claim of Buyer against Brand Masters shall lapse if the Products in question have been transported, handled, used, processed or stored by or on behalf of Buyer improperly, or contrary to instructions given by or on behalf of Brand Masters.
The provisions of this article also apply to all (legal) persons engaged by Brand Masters in the execution of the Order.
The Buyer indemnifies Brand Masters against all claims by third parties for damages suffered by third parties arising from the (execution of the) Order between Brand Masters and the Buyer, unless and to the extent there are circumstances attributable to Brand Masters.

Article 12 - Complaints

Within 48 hours after Delivery of the Products and prior to their resale, the Customer shall inspect the Products and satisfy itself that the Products comply with the agreed Specifications. Complaints regarding the Products delivered and/or the invoice amount must be made known to Brand Masters in writing within 48 hours of the date of receipt of the Products and/or invoice about which Buyer is complaining, or within 48 hours of the discovery of the alleged defect, if Buyer demonstrates that it could not reasonably have discovered the defect earlier, accurately stating the nature and grounds for the complaints.
If the complaint is not timely filed, all rights of Buyer in connection with the complaint shall expire.
Brand Masters must be given the opportunity to investigate Buyer's complaint.
In case of a justified complaint, Brand Masters has the choice between adjusting the price charged, redelivering the rejected Products - if possible - free of charge, or not (or no longer) executing the Order in whole or in part against a proportional refund of the price paid by Buyer.
Brand Masters can only be sued up to 6 months after Delivery at the latest. Any claim for compensation against Brand Masters will lapse anyway by the mere expiration of 6 months after that claim arose.

Article 13 - Recall

Brand Masters and Buyer bear a joint responsibility, in the event of a Recall - whether or not by order of the competent (governmental) authority in the field of food and commodities - to retrieve the Products concerned from the Consumer or elsewhere in the chain in an adequate and efficient manner.
In the situation where Brand Masters or its Supplier takes steps in connection with the Recall of a Product, Buyer will be informed as soon as possible and Buyer will provide its cooperation to ensure that the Recall proceeds as properly and expeditiously as possible.
Buyer shall indemnify Brand Masters for all damages it shall suffer as a result of such recall.

Article 14 - Compliance

In the event that Buyer fails to comply, fails to comply on time, or fails to comply properly, the mere failure of Buyer to comply with its obligations shall cause Buyer to be in default of performance, without Brand Masters being required to give notice of default.
Brand Masters has the right by means of a written statement to suspend with immediate effect the performance of all its obligations towards the Buyer, i.e. also those obligations that are not related to the obligation that the Buyer fails to fulfill, to require further adequate security, or to terminate the Order or agreement in whole or in part with immediate effect, always retaining all its rights to compensation for costs and damages, if:

Customer fails to perform one or more of its obligations or it is determined that performance without failure will be impossible;
Buyer is guilty of gross misconduct or a wrongful act due to negligence or willful misconduct;
Customer violates code of conduct of Brand Masters, as available via link website;
Customer harms Brand Masters' interests or reputation;
Buyer offers or provides any benefit to any employee of Brand Masters in connection with the formation or performance of any Order or Agreement;
The Buyer's bankruptcy is filed, (provisional) suspension of payments is filed for the Buyer, the Buyer's business is dissolved or terminated, or the Buyer is otherwise found to be insolvent; or
there are, in Brand Masters' judgment, significant changes in the direct or indirect ownership or control relationships at Buyer.

If termination has occurred in accordance with the foregoing provisions, Buyer is not entitled to any compensation from Brand Masters as a result of such termination.
Upon termination pursuant to the provisions of this article, all claims of Brand Masters against the Buyer shall become immediately due and payable. In that event, Buyer shall further be liable for the damages incurred by Brand Masters.

Article 15 - Force majeure

Without prejudice to the provisions of article 6:75 of the Dutch Civil Code, force majeure shall include any circumstance which prevents Brand Masters from fulfilling its obligations under the Order (such as weather conditions, government measures, fire, accidents, labor unrest, stagnation in the regular course of business in Brand Masters' company and partial non-fulfillment on any grounds whatsoever of third parties and suppliers engaged by both Buyer and Brand Masters) and which cannot reasonably be attributed to Brand Masters.
If Brand Masters is prevented from fulfilling the Order by force majeure, it has the right, without any obligation to pay compensation, and without prejudice to its other rights, to suspend the execution of the Order during the period of force majeure or to cancel the Order by written notice. If the Order is cancelled in whole or in part, Brand Masters shall not be liable for any compensation.
If Brand Masters has already partially fulfilled its obligations when the force majeure occurs, or is only able to partially fulfill its obligations as a result, it has the right to separately invoice the part of the Order or agreement that has already been carried out, or is yet to be carried out, in which case the work carried out/to be carried out will be charged as if it were work carried out under an independent Order or agreement.

Article 16 - Payment

Brand Masters reserves the right to require full or partial prepayment of the invoice amount from Buyer. In that case, Brand Masters will not proceed with Delivery until the invoice has been paid.
Brand Masters is entitled to require a deposit or other form of security from Buyer as security for Buyer's proper performance of its obligations.
If payment is not made by the due date, the Buyer is immediately in default, without any further demand or notice of default from Brand Masters being required. If Buyer fails to pay on time, Buyer shall owe Brand Masters a contractual interest rate of 10% on an annual basis, or - if higher - the statutory commercial interest rate as referred to in article 6:119a of the Dutch Civil Code.
Payments made by the Buyer will always first be applied to payment of any claims Brand Masters may have on the Buyer with regard to which Brand Masters has not made a reservation of title, then to payment of all interest and costs due and finally to payment of the longest outstanding payable invoices, even if the Buyer states that the payment relates to a specific claim or invoice.

Article 17 - Intellectual Property.

If Products and Services delivered to Buyer have Brand, Model, Copyright, Domain or other Intellectual Property Rights attached to them, those rights belong exclusively to Brand Masters, even if the Products were designed, developed or produced specifically for Buyer, unless:

(i) those rights are owned by a third party;

(ii) it is expressly stipulated in advance and in writing that and which rights belong to Buyer.

If the rights referred to in paragraph 1 are owned by Brand Masters, the Buyer is, unless expressly agreed otherwise in writing, only entitled to use those intellectual property rights in accordance with the instructions provided for that purpose and only in connection with the Products and Services to which those rights relate. Except with prior written permission, the Buyer is not permitted to use the brands and (trade) names as (part of) its own brands, (trade) names or Domain Names. The Buyer is also not permitted, subject to written derogation, to use other names or identification marks for the Products and Services supplied by Brand Masters and/or to change their packaging or use different packaging.
If Products and/or Services are delivered by Brand Masters as part of a long-term relationship, during and after termination of the cooperation, unless otherwise agreed upon in writing, the Buyer is not allowed to use brands and (trade) names equal to -or confusingly similar to- the brands and names of Brand Masters, for products and/or services that compete with those of Brand Masters. Upon termination of the enduring relationship, regardless of cause, Brand Masters' rights, but not Buyer's rights, as contained in this article, shall remain in effect. In such event, Buyer shall, with immediate effect, be prohibited from any further use of Brand Masters' intellectual property rights and Buyer shall surrender to Brand Masters or, at Brand Masters' option, destroy all marketing materials in which the brands and/or (trade) names are depicted/mentioned.
If Buyer becomes involved in any claim, brought by a third party, relating to Brand Masters' intellectual property rights or threatens to do so, Buyer shall:

(i) promptly, and in any event no later than 7 days after the day Customer became aware of the claim or threatened claim, notify Brand Masters in writing, explaining in detail the nature of the claim or threatened claim, including, without being exhaustive, copies of all relevant correspondence received by Customer;

(ii) take such action as Brand Masters may reasonably request in writing to prevent, contest, oppose and defend against the claim or threatened claim;

(iii) not agree to, or accept, any compromise or settlement, or admit or pay any liability with respect to the claim or threatened claim without the prior written consent of Brand Masters and

(iv) notwithstanding the foregoing, upon written notice from Brand Masters, grant to Brand Masters exclusive authority, at Brand Masters' expense, to prevent, contest, oppose and/or defend against the claim or threatened claim. Brand Masters shall remain authorized at all times to delegate the handling of such matters to a lawyer designated by it, and Buyer shall provide all information and cooperation requested by Brand Masters.

Upon violation of the provisions of this article, Buyer forfeits an immediately payable contractual penalty of € 10,000 per violation, to be increased by € 1,000 per day that a violation continues, and Brand Masters is entitled to dissolve any cooperation agreement with immediate effect.

Article 18 - Confidential information

The parties shall use all information received from each other exclusively for the execution of the Order and/or Agreement. Such information shall remain the property of the party that provided it and, to the extent in written form, shall be returned to that party upon its request, as well as any copies made thereof.
The parties are obliged to keep confidential all information and data which have become known during the placing of the Order and/or during the execution of the agreement, subject to legal obligations and/or insofar as such information and data are publicly accessible. Information that falls under legal obligations are exempted from this, on the understanding that the party to whom this obligation is legally imposed informs the other party in good time of the imminent obligation to provide information with a clear description of the subject so that the other party, whose information is to be provided, has sufficient time to submit a request through the courts to counteract this. The burden of proof that the information was already public and did not become public through the fault of the other party rests with the other party.
Buyer is prohibited, without Brand Masters' express permission, from using Brand Masters' trade names, trademarks or Products, whether or not for reference or advertising purposes.
This provision will continue to apply even after termination of any agreement or Order of which these Terms are a part.

Article 19 - Cost of legal assistance.

Buyer owes Brand Masters all extrajudicial and judicial costs if Buyer fails to fulfill one or more of its due obligations and Brand Masters seeks the services of a third party in connection with such failure to perform. These costs will be calculated on the basis of the rates to be charged by that third party, plus what that third party pays to third parties in the performance of its duties. The reimbursement of the costs of the third party to be engaged relates to all work to be performed by that third party in this regard. In particular, Buyer is in that case obliged to reimburse Brand Masters' extrajudicial collection costs, set at 10% of the amount owed with a minimum of €150.
If Brand Masters rightly disputes a claim from Buyer, all costs associated with that dispute shall be borne by Buyer. This includes the costs caused by engaging a third party according to the usual rates of that third party and the costs to be paid by Brand Masters, as well as Brand Masters' own internal efforts according to its usual rates, with a minimum of € 150.

Article 20 - Other provisions

If any provision of these Terms and Conditions and/or the Order or agreement is void or voided, the other provisions of these Terms and Conditions shall remain in full force and the Parties shall consult in order to agree on a new provision to replace the void or voided provision, taking into account as much as possible the purpose and intent of the void or voided provision.
All legal relationships between Brand Masters and Buyer, to which these Terms and Conditions apply, as well as all legal relationships resulting therefrom, are exclusively governed by Dutch law to the exclusion of application of the United Nations Convention on Contracts for the International Sale of Goods.
Brand Masters and Buyer undertake to resolve disputes arising between them - including those disputes considered as such by only one of them - in the first place by means of proper consultation. If one or both Parties declare that this consultation has failed, or in the circumstances of the case consultation makes no sense, each of the Parties has the right to submit the dispute to the court. In the first instance, the Court of Zeeland-West Brabant shall have exclusive jurisdiction, without prejudice to Brand Masters' authority to bring the dispute before a court with jurisdiction in another way.