GENERAL CONDITIONS

Filed on: 23 – 03 – 99 at the Chamber of Commerce for Central Gelderland
Under number: 09088971

Article 1 Applicability of these conditions

These conditions apply to every offer and every agreement between Karmakami Handworks V.O.F. (hereinafter referred to as: Karmakami) and a counterparty (hereinafter: buyer) to which Karmakami has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions.

General terms and conditions of the Buyer do not apply and are expressly rejected.

Any deviations from these general terms and conditions only apply if they have been confirmed in writing by Karmakami to the Buyer.

Article 2 Delivery

1. Unless otherwise agreed, delivery is ex works.

When one of the “Incoterms” has been agreed as a delivery condition, the on the

the Incoterms applicable at the time of the conclusion of the agreement.

2. The Buyer is obliged to take delivery of the ordered goods at the moment when they have arrived in Gaanderen warehouse or at the moment when they are made available to him in accordance with the agreement.

If the Buyer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the risk of the Buyer. In that case, the Buyer will owe all additional costs, including in any case storage costs.

Article 3 Delivery time

Delivery times are approximate by Karmakami. An agreed delivery time is not a deadline, unless explicitly agreed otherwise. Exceeding, for whatever reason, the agreed delivery time does not under any circumstances entitle the Buyer to compensation.

Article 4 Part deliveries

Karmakami is allowed to deliver sold goods in parts. This does not apply if a partial delivery has no independent value.

If the goods are delivered in parts, Karmakami is authorized to invoice each part separately.

Article 5 Samples, models and examples

If a model, sample or example is shown or provided by Karmakami, this is presumed to have only been shown or provided by way of indication: the qualities of the goods to be delivered may deviate from the sample, model or example, unless it was explicitly stated that this would are supplied in accordance with the sample, model or example shown or provided.

Article 6 Termination of the agreement

1. The claims of Karmakami on the Buyer are immediately due and payable in the following cases:

– if after the conclusion of the agreement Karmakami becomes aware of circumstances that give Karmakami good reason to fear that the Buyer will not fulfill his obligations;

– if Karmakami has asked the Buyer to provide security for compliance when concluding the agreement and this security is not provided or is insufficient.

In the aforementioned cases, Karmakami is authorized to suspend further execution of the agreement or to proceed to dissolution of the agreement, all this without prejudice to Karmakami’s right to claim compensation.

2. If circumstances arise with regard to persons and / or material of which

Karmakami uses or tends to use itself in the implementation of the agreement, which are of such a nature that the implementation of the agreement becomes impossible or so inconvenient and / or disproportionately expensive that compliance with the agreement can no longer reasonably be required, Karmakami is authorized to dissolve the agreement.

Article 7 Guarantee

1. Karmakami guarantees that the goods it supplies are free from design, material and manufacturing defects for a period of 3 months after delivery. The warranty does not apply: When through the Buyer’s own fault with the closed packaging has been handled roughly and carelessly, causing the article in the box or crate to break. Karmakami gives a verbal explanation during the sale and once again a digital document is attached to the invoice regarding product information and how to act, for example, when transporting, opening the packaging and placing the articles. Failure to comply with this information will void the right to exchange or refund after breakage.

2. If the item shows a design, material or manufacturing defect, the Buyer is entitled to repair of the item. Karmakami can choose to replace the case if repaired encounters objections. The Koper is only entitled to replacement if the item is not repaired is possible.

3. For damage caused as a result of a defect in the delivered goods, Karmakami is for 2 months liable, with a maximum of the price of the goods delivered by us.

4. The warranty does not apply if damage is the result of incorrect handling. Incorrect handling includes: improper opening of packaging with tools or when used at temperatures above 35 degrees Celsius or due to moisture or frost.

Article 8   Retention of title

1. The goods delivered by Karmakami remain the property of Karmakami until the Buyer has received all the following obligations from all purchase agreements concluded with Karmakami fulfilled:

– the consideration (s) with regard to the item (s) delivered or to be delivered themselves,

– the consideration (s) with regard to services provided or to be provided by Karmakami under the purchase agreement (s),

– any claims for non-fulfillment by the Buyer of (a) purchase agreement (s).

2. Goods delivered by Karmakami, which pursuant to Article 8.1. subject to retention of title, may only be resold in the normal course of business Incidentally, the Buyer is not authorized to pledge the goods or to establish any other right on them.

3. If the Buyer does not fulfill his obligations or if there are well-founded fears that he will not will do, Karmakami is entitled to delivered goods to which it is stated in Article 8.1. meant retention of title rests with the Buyer or third parties who keep the goods for the Buyer to remove or have them removed. The Buyer is obliged to cooperate fully with this on penalty of a fine of 10% of the amount owed by him per day.

4. If third parties wish to establish or assert any right to the goods delivered subject to retention of title, the Buyer is obliged to inform Karmakami as soon as can reasonably be expected.
5. The Buyer undertakes at the first request of Karmakami:

– to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection;

– to pledge all claims of the Buyer against insurers with regard to the goods delivered under retention of title to Karmakami in the manner prescribed in art. 3: 239 BW;

– to pledge to Karmakami the claims that the Buyer obtains against its customers when reselling goods delivered by Karmakami under retention of title in the manner prescribed in art. 3: 239 BW;

– to mark the goods delivered under retention of title as the property of Karmakami;

– to cooperate in other ways with all reasonable measures that Karmakami wishes to take to protect its right of ownership with regard to the goods and which do not unreasonably hinder the Buyer in the normal conduct of its business.

Article 9 Defects; complaint periods

1. The Buyer must inspect the purchased goods or have them examined upon delivery – or as soon as possible thereafter. In doing so, the other party must check whether the delivered goods comply with the agreement, namely;

– whether the correct goods have been delivered;

– whether the delivered goods correspond in terms of quantity (number and quantity) with what was agreed;

– whether the goods meet the agreed quality requirements or – if these are lacking – the requirements that may be set for normal use and / or commercial purposes.

2. If visible defects or shortages are found, the Buyer must report these to Karmakami in writing within 3 days of receipt. For example, images in wooden skeleton crates where breakage is visible, to photograph these still in the packaging and to share with Karmakami before opening these crates.
3. Non-visible defects must be submitted to the Buyer within 3 days after discovery, but no later than 3

months after delivery in writing to Karmakami.

4. Even if the other party makes a timely complaint, its obligation to pay and purchase orders placed remains.

Goods can only be returned to Karmakami after prior written consent.

Article 10 Price increase

If Karmakami agrees a certain price with the other party, Karmakami is nevertheless entitled to increase the price: Karmakami may charge the price applicable at the time of delivery according to its price list applicable at that time.

If the price increase is more than 10%, the Buyer has the right to cancel the agreement. t bind.

Article 11 Booking and ordering a Direct Container Service

1. When the Buyer places an order with volume size to purchase a Direct F.O.B. (Free On Board) Container then this is based on:

– All costs such as purchasing the relevant order, packing in wooden crates or cardboard boxes, stamping and fumigating according to EU rules, loading the sea container, drawing up the necessary documents and road transport to the seaport of departure are taken care of by Karmakami behave.

– All costs from port of departure such as sea freight from port of departure to port of arrival, clearance costs and road transport from port of arrival to the relevant warehouse of the Buyer are borne by the Buyer.

– All costs arising after any damage to the container from the port of departure will be borne by the Buyer. Costs arising from the selection of red by the local Customs, such as selecting for a container scan and costs resulting from vivisection by Customs, are also borne by the Buyer.

– After confirmation by email, the Buyer must pay 30% of the principal sum.

– After receiving the down payment, the order will be placed with the supplier / producer.

– When a copy of BL (Bill of Lading) is issued, 70% must be paid afterwards until the container arrives at the booked arrival port at the latest.

– Separately, Karmakami will invoice the Buyer: Sea freight, THC costs (Terminal Handling Charges), possible road transport from port of arrival to Buyer’s warehouse. This invoice must be paid before the unloading day appointment.

– The container is released when all the aforementioned costs have been paid.

Article 12 Packaging

1. The Buyer is obliged to return loan packaging within 14 days empty and in undamaged condition. If the Buyer does not fulfill his obligations with regard to packaging, all costs arising from this will be for his account.Such costs include the costs arising from late return shipment and costs of replacement, repair or cleaning.

2. If, after a reminder, the Buyer does not return loan packaging within the term stated therein, Karmakami is entitled to replace it and to charge the costs thereof, provided that Karmakami has announced these steps in its reminder.

Article 13 Payment

1. Payment in cash or pin on the spot,
   – by means of legal tender at the offices of Karmakami.
   – by premature transfer (when sending the order) of the amount due to our bank account number as stated on our invoice attn. Karmakami Handworks V.O.F. in Gaanderen.

2. In case it concerns specific designs that do not exist in the current collection of Karmakami, the request for a deposit of 25% applies.

Article 14 Collection costs

In the event that it has been agreed that the Buyer may transfer the invoice by Bank:

If the Buyer is in default or in default with the fulfillment of one or more of its obligations, all reasonable costs incurred in obtaining settlement out of court will be for the account of the Buyer.

1. The Buyer owes the Karmakami the legal costs incurred by Karmakami in all instances.

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Article 15 Liability

Karmakami is only liable to the Buyer in the following way:

1. For damage as a result of defects in delivered goods, only the liability as regulated in Article 7 (Guarantee) of these conditions applies.
2. Karmakami is liable if damage is caused by intent or gross negligence on the part of Karmakami;
3. Incidentally, the liability of Karmakami is limited to the amount of the payment made by the insurance, insofar as this liability is covered by his insurance or as referred to in Article 7 paragraph 3.

Article 16 Force majeure

1. Force majeure is understood to mean circumstances that prevent fulfillment of the obligation and that cannot be attributed to Karmakami. This will include (if and insofar as these circumstances render compliance impossible or unreasonably difficult): strikes in companies other than those of Karmakami, wildcat strikes or political strikes in the company of Karmakami; a general lack of necessary raw materials and other goods or services required to achieve the agreed performance; unforeseeable stagnation at suppliers or other third parties on which Karmakami depends and general transport problems.
2. Karmakami also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Karmakami should have fulfilled its obligation.
3. During force majeure, Karmakami’s delivery and other obligations will be suspended. If the period during which fulfillment of the obligations by Karmakami is not possible due to force majeure is lasts longer than 2 months, both parties are entitled to dissolve the agreement, without there being any obligation to pay compensation in that case.
4. If Karmakami has already partially fulfilled its obligations on the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the other party is obliged to pay this invoice as concerned it is a separate contract.
5. However, this does not apply if the already delivered or deliverable part has no independent value.

Article 17 Dispute resolution

Contrary to the legal rules for the jurisdiction of the civil court, any dispute between the Buyer and Karmakami, if the court has jurisdiction, will be settled by the court of Gelderland.

However, Karmakami remains authorized to summon the Buyer to appear before the competent court according to the law or the applicable international treaty.

Article 18 Applicable law

Dutch law applies to every agreement between Karmakami and the Buyer.

Article 19 Changes to the conditions

Karmakami is authorized to make changes to these conditions. These changes take effect on the announced date of entry into force. Karmakami will send the amended terms and conditions to the other party in a timely manner.

If no effective date has been communicated, changes will take effect for the other party as soon as it has been notified of the change.