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General Terms United Brands Group

ARTICLE 1. | DEFINITIONS
Throughout these general terms the following terms, will be used in following order unless otherwise stated by the nature or purport of the provisions results.
1. UBG: United Brands Group Holding BV & all its direct affiliate subsidiaries: UBG Retail B.V., UBG Promotional B.V., UBG Global B.V. located at Wethouder van Haperenstraat 40, 4813 AM, Breda, registered at the Business Register under Chamber of Commerce numbers 69459150, 63465086, 69465800 & 67339182.
2. Counterparty: the individual or legal entity with whom UBG has established or intends to establish an agreement.
3. Consumer: the counterparty described in paragraph 2, individual, who does not act within the scope of a profession or organization.
4. Agreement: every between UBG and the counterparty established agreement with which UBG has committed itself to the sale and delivery of goods toward the counterparty.
5. Distance agreement: the agreement, as described in paragraph 4, which has been concluded between UBG and the consumer as part of an organized system for distance selling without simultaneous personal absence of UBG and consumer, and where until the moment of conclusion solely is made usage of one or more means of distance communication. An agreement is thus no distance agreement unless and insofar as UBG has not made usage of systems for organized selling, for example when the consumer finds contact details of UBG on internet and placed an order by telephone.
6. Goods: every, in the scope of the agreement between UBG and the counterparty, goods to be sold. For example, but not limited to, barbecues, covers, barrels and/or other accessories.
7. Written: both traditional written communication and digital communication to be saved on a durable medium, like email communication.
8. Right of rescission: a legal possibility offered to the consumer to dissolve the agreement remotely within 14 days after the goods have been received.

ARTICLE 2. | GENERAL TERMS
1. These general terms apply for any offer from UBG and for aby concluded agreement.
2. The applicability of the conditions of purchase and other conditions of the counterparty will expressly rejected.
3.  The provisions in these general terms can only possible to deviate unless given written notice.
4. Destruction or nullity of one or more of these provisions do not lead to invalidity of the remaining terms as concluded upon in the agreement. The parties are subjected to negotiations in order to adjust the terms and establish subsidiaries. In doing so, the goal and scope of the initial terms should be taken into consideration. 

ARTICLE 3. | OFFER AND REALISATION OF THE AGREEMENT
1. Unless established a deadline of acceptance, every offer of UBG is considered free of obligation.
2. The counterparty does not have the right to derive any rights from any offer from UBG that contains an apparent error or mistake.
3. The counterparty may also not derive any rights from an offer from UBG that is based on incorrect or incomplete details provided by the counterparty.
4. An agreement will be concluded after offer and acceptance, unless otherwise indicated by UBG. In case the acceptance of the counterparty deviates from the offer from UBG, the agreement will not be realised until accepted by UBG. A order placed via a web shop will be confirmed via email by or on behalf of UBG.
5. In the event of distribution of the order confirmation from UBG to the counter party, the confirmation is deemed to be true and complete. The counterparty cannot declare incompleteness or incorrectness unless given notice to UBG within 48 hours from provision.
6. Compound price quotations does not require UBG to comply partial offer at a corresponding part of the price declared.
7. If the counterparty concludes the agreement on behalf of a different individual or legal entity, the counterparty declares when entering into the agreement to be authorised. The counterparty as well as this individual or legal entity are held jointly liable to fulfil the obligations of the agreement.

ARTICLE 4. | PERIODS
1. UBG strives to meet the delivery times agreed upon between UBG and the counterparty. However, all delivery times stated by UBG can only be deemed as indication, non-fatal periods. The dereliction of UBGs tasks does not onset until the counterparty has given written notice of default. The counterparty must give UBG a reasonable period to fulfil the agreement and compliance after the expiry of the latter period has still not been fulfilled.
2. Periods of delivery do not commence until UBG has received all required details from the counterparty.

ARTICLE 5. | CUSTOMIZED ORDERS
1. This article can be applied to the extent that the agreement relates to the delivery of customized goods according to the specifications provided by the counterparty, without prejudice to the provisions of the remaining general conditions.
2. The counterparty is responsible to supply UBG with all relevant information, data files, and other details as quick as the order requires. The counterparty must deliver this information in the manner prescribed by UBG. In case UBG requests the counterparty to supply the information in a prescribed manner, the counterparty must comply with these prescriptions.
3. The final product can deviate from the in the offer, agreement and/or concept designs agreed specifications provided by the counterparty on subordinate points. Among other things, subordinate points are considered; all minor deviations in specifications (colour and dimensions) of the goods which are not reasonably incriminating to the counterparty, and, therefore, should be reasonably be tolerated. The presence of suchlike subordinate deviations does not enable the counterparty to suspend the agreement, (partially) dissolve the agreement, or claim compensation for damages or any other compensation. Derogations, in any circumstances, that in reasonability do not affect utility value of the delivered goods, are considered to be of minor importance.

ARTICLE 6. | DELIVERY OF GOODS
1. Unless otherwise agreed, the delivery of goods take place by or on behalf of the counterparty at the location specified by UBG. 
2. UBG reserves the right to deliver order in batches.
3. Unless agreed explicitly different, the risk of lost and damage of the goods lies in the hands of the counterparty from the moment the goods have taken possession by or on behalf of the counterparty. In case of a consumer order the risk of lost and damage will be in the hands of the consumer from the moment the goods have been received by or on behalf of the consumer.
4. In the event of exceeding the agreed delivery period, the counterparty does have never the right to refuse drop-off or to reject its duty to pay the agreed selling price.
5. In case the goods failed to be delivered as a result of activities that can be imputed to the counterparty, UBG shall keep the counterparty liable for costs and risks that arose because of the activities that are imputed to the counterparty.
6. In case the counterparty refuses drop-off of the goods or is negligent in any other manner to accept the goods, the counterparty must inform UBG about a substitute date of delivery. This period shall never be longer than one month after the notice given to UBG by the counterparty. UBG has the right to dissolve the agreement when the counterparty does not accept the goods after the substitute date of delivery, notwithstanding the obligation of the counterparty to pay the agreed purchase price and the storage costs of the goods.
7. In case UBG, when applying paragraph 4, 5, or 6, incur costs that are caused by negligence of the counterparty, the counterparty is to take charge of these costs.

ARTICLE 7. | INSPECTION AND CLAIMS
1. The counterparty must inspect the delivered goods directly after drop-off. The counterparty checks if the kind and quantity of goods is in accordance with the agreement. In case the kind and quantity of the delivered goods does not correspond to the agreement, the counterparty must give notice to UBG immediately. In case of non-visible deficiencies the counterparty must report within seven days after they have become acquainted with the existence of the defect. Or so, reasonably could have become acquainted, notify UBG.
2. In case the counterparty does not claim timely, UBG does not have the obligation to take the claim into consideration.
3. Even in case the counterparty does claim timely, the counterparty is obliged to complete the agreed payment on time.
4. The provisions of this article shall not affect the provisions of the last sentence of article 14 paragraph 6.

ARTICLE 8. | WARANTY
1. UBG solely delivers products with warranty insofar as this has been expressly stated by UBG.
2.  Warranty provided by UBG on behalf of the producer or importer of the good does not affect mandatory statutory rights and claims UBG has to comply with towards the consumer
3.  Any warranty provided shall be void in case damage of the good is caused by negligence from other party than UBG and UBG cannot be held responsible. This included non-limitative defects as a result of damage, incorrect or improper treatment, use in conflicts with the instructions, or other instructions by or on behalf of UBG, and repairs that not have been performed by or on behalf of UBG, or after UBG has given instructions to do so.
4. Goods can never be returned without prior written permission of UBG.
5. Barrels sold by UBG are initially meant for various industries and therefore small dents and scratches are not included in the warranty.

ARTICLE 9. | RIGHT OF RESCISSION IN A DISTANCE CONTRACT
1. Subject to the provisions of the other part of this article and the following article, a consumer can dissolve the agreement without providing a reason within 14 days after delivery.
2. A consumer that would like to use the right of rescission is able to dissolve the distance agreement by email or by using the form which can be provided by UBG. After the application has been delivered at UBG, and the request meets the conditions, UBG dissolve the distance agreement by giving written notice (or via email).
3. During the period stated in paragraph 1, the consumer must handle the goods and its packaging carefully. The consumer is only allowed to unpack and use the product insofar as it is necessary to evaluate the kind and quantity of the goods delivered. The principle is that the consumer can only inspect and check the product and its packaging as he/she is supposed to do it in a physical store.
4. In case the consumer claims its right of rescission, it must return the goods undamaged, complete and in original state and packaging to UBG.
5. The consumer will be held responsible for loss of value of the goods due to negligence of the consumer that goes beyond the provisions described in paragraph 3. UBG has the right to charge any loss of value to the consumer or to deduct the loss of value from the initial reimbursement.
6. Return of the goods must take place within 14 days after confirmation of the rescission in a distance contract by UBG.
7. In case a consumer claims its right of recission, the costs of the return will be charged at the consumer.
8. UBG shall complete reimbursement of the received payments minus any loses of value as quick as possible but surely within 14 days after the rescission of the contract unless the goods have been received by UBG or the consumer has proof of return from the carrier. In case the consumer uses its right of rescission for a part of its initial order, the costs of delivery are not to be reclaimed.

ARTICLE 10. | EXCLUSION OF THE RIGHT OF RESCISSION
The consumer does not have the right of rescission at:
a. a purchase regarding the delivery of, according to specifications given by the consumer manufactured goods that are not prefabricated and that are produced based on individual choice or decision made by the consumer, or that are obviously produced for a specific person;
b. a purchase regarding goods that are not suitable for return, due to health protection or hygiene, and whereof its seal has been broken;
c. a distance agreement whereof the right of recission are excluded according to the Article 6 paragraph 5.2B from the Civil Code.

ARTICLE 11. | FORCE MAJEURE
1. UBG cannot be held liable to meet any obligations from the agreement, in case and as long as, UBG is hindered by any circumstance that, according to the laws, legal act, or in society cannot be held attributable to UBG.
2. In case UBG or the counterparty cannot meet obligations from the agreement because of force majeure, both parties have the right to dissolve the agreement immediately.
3.  In case UBG at the commencement of the force majeure partially met obligations from the agreement, or is partially able to meet obligations, UBG has the right to invoice the already met obligations separately as a single agreement.
4. Damage caused by force majeure shall never occur, without prejudice to the application of the previous paragraph.

ARTICLE 12. | SUSPENSION AND RESCISSION
1. UBG has, where warranted by circumstances, the right to directly (completely or partially) implement the suspension and rescission of the agreement, in case the counterparty does not meet obligations, does not meet the obligations timely, does not meet all its obligations, or when UBG foresees with good reason that the counterparty will not meet its obligations.
2. In case the counterparty is in the state of bankruptcy, the Debt Settlement Act for Individuals are declared applicable to them, any seizure of its goods has been made or in cases where the counterparty is not able to dispose its assets, UBG has the right to suspend the agreement directly, unless the counterparty has enough evidence that it will be able to make the payments.
3. In addition, UBG is entitled to suspend the agreement if circumstances arise which imply that the obligations will not be (completely) met by the counterparty.
4. The counterparty may never claim any form of compensation for suspension and rescission of the agreement that is in relation with this article.
5. As far as possible, the counterparty is required to reimburse any damage and any costs due to the suspension and/or the rescission of the agreement.
6. In case UBG disbands the agreement pursuant to this article, all claims are to be paid by the counterparty.

ARTICLE 13. | PRICES AND PAYMENTS
1. Unless explicitly stated differently, all prices stated by UBG are excluding VAT and delivery costs. Prior to the establishment of an agreement with the consumer, prices including VAT and transport costs will be determined.
2. UBG has the right to pass on price increases from cost-determining factors that occurred after the establishment of the agreement, though before delivery, to the counterparty. In deviation from the previous sentence, the consumer has the right to suspend the agreement in case the pass-on takes place within 3 months after the establishment of the agreement and UBG refuses to meet its initial agreed obligations.
3. Unless agreed otherwise, the counterparty must prepay the total agreed price. In case of a consumer purchase, UBG will not oblige the consumer to prepay more than 50% of the total agreed price.
4. UBG is not previously obliged (further) to implement the agreement for as long as the other party is in default with payment of prepayment as referred to in the previous paragraph.
5. Payment transactions need to take place within the on the invoice mentioned time frame at the by UBG prescribed method.
6. UBG has the right to make the invoices to be paid by the counterparty available online (for example via email).
7. In the event of liquidation, bankruptcy, applicability of the debt relief natural persons, or suspension of payment on behalf of the counterparty, the claims on the counterparty are due immediately.
8. In case the counterparty does fail to pay timely, the default of the counterparty shall automatically enter. From the day the default occurs , the counterparty is due to pay an interest of 1% of the outstanding amount per month. Thereby a part of the month is considered as a whole month. By way of derogation from the preceding paragraph, the contractual interest shall be replaced by legal interest as the counterparty acts in its capacity as consumer.
9. All reasonable costs, such as judicial, extrajudicial and execution costs incurred due to negligence of the counterparty, are to be paid by the counterparty.

ARTICLE 14. | LIABILITY AND INDEMNITY
1. Except as provided in Articles 7 and 8, UBG shall no longer be liable for any intentional recklessness or recklessness of UBG defects of the delivered goods.
2. The counterparty will be held liable for damages caused by inaccuracies and incompleteness in the information provided by the counterparties, failure to meet the obligations of the counterparty resulting from the law or the agreement, as well as any other circumstance that cannot be allocated to UBG.
3. UBG is not accountable for damage caused by goods delivered by UBG also if the goods have not been used according to the instructions given by UBG or due diligence standards that the user should take into account when using goods that come with special risks.
4. UBG can never be held accountable for consequential damage including loss of profit, loss incurred, and loss due to business interruption.
5. The liability of UBG is limited to not more than the invoice value of the agreement, or the part of the invoice value that can be entitled to UBG, and the liability of UBG is limited to the amount that is turned out by the liability insurance of UBG, including any excess on that insurance.
6.  The limitation period of all claims against UBG shall be one year. By way of derogation from the previous sentence, consumers have been granted claims which are based on facts which justify the fact that a consumer purchase does not comply with the agreement and are limited to two years. The right to install a claim or defence in relation with the existence of damage of a consumer purchase expires within two months after discovery of the consumer’s defect in this matter has been addressed to UBG.
7. Except in the event of wilful recklessness from UBG, the counterparty has the right to preserve UBG from any third-party claims, by whatever reason, relating to compensation for damages, costs or interests, relating to the performance of the agreement by UBG, or the usage of the goods supplied by UBG.
8. In the case of a consumer purchase the restrictions contained in this article di bit exceed those permitted under Section 7:24, Section 2 of the Dutch Civil Code.

ARTICLE 15. | SPECIAL OBLIGATIONS FOR RESELLERS
1. The reseller does not have the right to offer products via platforms/web shops that are being exploited by third parties, including but not limited to bol.com and Amazon without UBGs written permission.
2. In case the products to be delivered by UBG are meant for resale by the counterparty, resale to end-consumers takes place at the counterparty’s own account and risk.
3. Any collaboration between resellers and UBG is, unless agreed otherwise, never exclusive. UBG has the right to offer their goods to other resellers without any geographical limitations.
4. UBG guarantees the counterparty that the goods are of reasonable and decent quality. The counterparty acting as reseller is responsible for its legal obligations toward the end-consumers, like reseller warranty towards consumers.
5. UBG grants the reseller the right to use the brands of UBG, but only to the extent and for as long as the scope of the agreement is taken into account with any directions given by UBG in relation to the usage. For the usage of the brands of UBG other than those referred to in the previous sentence is expressly preceding permission required from UBG.
6. The counterparty is not allowed to perform acts that infringe the trade name, brand name or other intellectual property rights of UBG.
7. The counterparty is forced to use the brand signing used by UBG. The counterparty may not, except after a written permission of UBG, remove or replace any marks on the goods.

ARTICLE 16. | RETENTION OF TITLE
1. All goods delivered by UBG remain property of UBG until the counterparty has reasonably met all obligations of the agreement.
2. The counterparty may not sell, pledge, or objections in any way of products that are subject to retention of title.
3. If third parties seize the products on which the retention of title rests, or wish to establish or assert rights thereon, the other party is obliged to inform as quick as possible.
4. The counterparty gives unconditional consent to UBG or to third-parties assigned by UBG to access locations where goods whereon retention of title rests, are located.
5. If the counterparty, after the goods sold have been delivered to it by UBG, has fulfilled its obligations, the retention of title in respect of these goods shall be retained if the counterparty fails to fulfil its obligations under a later agreement.

ARTICLE 17. | INTELLECTUAL PROPERTY
UBG reserves all intellectual and industrial property rights with respect tot the goods and their designs, as well as the brand names it has been given, and images that are displayed on the websites from UBG. The counterparty does not have the right to copy, reproduce or publish these goods with different means than the initial agreement has implied.

ARTICLE 18. | GENERAL COMPLAINTS POLICY
1. Complaints concerning the performance of the agreement shall be submitted, without any prejudice to the provisions of the remaining general terms within competent time after the counterparty has discovered the faults, complete and clearly described, in writing to UBG.
2. Complaints that have been submitted to UBG shall be answered within 14 days upon receipt. In case a complaint requires more time, the complaint should be answered with a confirmation of receipt and an indication of when the counterparty can expect an answer.

ARTICLE 19. | FINAL PROVISIONS
1. Any agreement and any legal relationship between parties are subjected to Dutch Law.
2. Parties shall not appeal to a judge unless undertaken optimal effort to solve the dispute together.
3. Insofar as the law does not make any binding difference, only the powers within the district of the place of establishment of UBG shall be designated to take cognizance of judicial disputes.
4. The Dutch version of the current general terms is leading for the explanation of the clauses included in the document.