General terms and conditions ALLC BV

(B2B) August 2019 - Filed with the Netherlands Chamber of Commerce on 3 September 2019

ARTICLE 1. | DEFINITIONS

In these General Terms and Conditions, the subsequent terms will be used in the following meaning, unless the nature or scope of the stipulations suggests otherwise:

1. General Terms and Conditions: the present "General Terms and Conditions ALLC B.V. (B2B)".
2. ALLC: ALLC B.V., the user of these General Terms and Conditions, having its statutory seat of business at Duinkerkenstraat 3B, 9723 BN in Groningen, the Netherlands, registered in the Trade Register under COC No. 75524791, operating in the Netherlands under VAT number: NL860312513B01.
3. Counterparty: the natural person acting in trade, business or profession, or legal person, with whom ALLC has concluded or intends to conclude an agreement.
4. Reseller: the counterparty as referred to in the previous section which, with regard to the products to be purchased from ALLC, acts as reseller and is acknowledged as such by ALLC.
5. Parties: ALLC and the counterparty jointly.
6. Agreement: each agreement concluded between ALLC and the counterparty, by which ALLC has committed itself to the sale and delivery of products, against a price to be agreed between the parties.
7. Website/web shop: alittlelovelycompany.com, alittlelovelycompany.de, alittlelovelycompany.us, alittlelovelycompany.nl as well as wholesale.alittlelovelycompany.com, wholesale.alittlelovelycompany.de, wholesale.alittlelovelycompany.us and wholesale.alittlelovelycompany.nl.
8. Products: all goods to be delivered to the counterparty by ALLC within the framework of the agreement.
9. In writing: both traditional written communication and digital communication to be stored on a sustainable data carrier, such as email communication.
   
   

ARTICLE 2. | GENERAL STIPULATIONS

1. These General Terms and Conditions are applicable to each offer of ALLC, and each agreement that provides for the delivery of products to counterparties acting professionally or commercially, leastwise not being consumers.
2. The General Terms and Conditions are equally applicable for agreements that ALLC enters into through an agent, proxy holder or authorized representative of ALLC. Said agent shall supply the reseller a copy of the General Terms and Conditions in Dutch or English, prior to concluding the agreement.
3. If these General Terms and Conditions have been made available in several languages, the Dutch version of these General Terms and Conditions is decisive for the interpretation of the stipulations included therein at all times.
4. The applicability of terms of purchase, payment terms or other general terms and conditions of the counterparty are explicitly rejected.
5. Stipulations that deviate from these General Terms and Conditions will only be effective if these have been accepted in writing. In case a discrepancy exists between what parties have agreed explicitly (thus in writing) and the stipulations in these General Terms and Conditions, then whatever stipulations the parties have agreed upon shall prevail. Furthermore, if anything explicitly stated in the web shop and anything confirmed per email to the counterparty by ALLC as part of an agreement deviates from the stipulations in these General Terms and Conditions, then whatever is confirmed by ALLC to the counterparty per email shall apply.
6. Annulment or invalidity of one or more of the stipulations of these General Terms and Conditions is without prejudice to the validity of the other stipulations. When appropriate, parties are obliged to enter into mutual consultation in order to reach agreement about a replacing arrangement regarding the affected stipulation(s). In such case the purpose and the scope of the original stipulation(s) will be preserved as much as possible.
7. ALLC does not forfeit their right to demand strict compliance of the stipulations of these terms and conditions, nor does it mean that stipulations are not applicable, if ALLC does not constantly demand strict compliance with these terms and conditions.
8. ALLC retains the right to modify or complement these General Terms and Conditions unilaterally. Minor modifications can be implemented at any time. Substantial modifications will be communicated clearly to the counterparty and/or will be published on ALLC's website.
   
   

ARTICLE 3. | SPECIAL STIPULATIONS FOR RESELLERS

Request for approval as reseller

1. Before the counterparty is authorised to act as reseller of the products, the counterparty shall submit an application for request for approval as reseller. The following minimum conditions under a through f apply:
   1. If the counterparty has a physical shop, it may not be located within substantially close proximity to another authorized reseller of ALLC. ALLC applies the guideline that the physical shop may not be located in the same or adjacent street, or in the same neighbourhood as another authorized ALLC reseller. In case of city centres, ALLC is allowed to deviate from this condition if the two shops are not located in each other's view. For the assessment of the abovementioned, ALLC uses its 'store locator', a feature that can be consulted through the website of ALLC;
   2. The target group of the (physical and/or web) shop of the counterparty shall be "baby", "kids" and/or "lifestyle", and the shop must have an inspiring appearance, which means: looking tidy and well-organised;
   3. The target group of the (physical and/or web) shop of the counterparty shall be the mid and/or high end of the market in regards of price and quality of the products offered for sale;
   4. The counterparty must have the intention to enter into a long-term partnership with ALLC;
   5. If the counterparty's sale is conducted via a web shop, this web shop must make use of an active Instagram and/or Facebook page, operate a Customer Service that is easily reachable, and have a secure payment environment. The web shop must have a clear layout and it must be easy to navigate. Furthermore, the web shop shall not be merely a promotional or discount shop, meaning a web shop that sells certain products only temporarily and/or sells products solely at discount prices.
   6. Counterparty is not allowed to sell solely via social media or solely via online third party marketplaces.
2. The conditions mentioned under 1 a through f are set to ensure and maintain the excellent quality and proper use of the products of ALLC. Assessing whether or not the counterparty complies with the conditions of section 1 is solely at the discretion of ALLC. A party does not have an (enforceable) entitlement to be approved by ALLC and ALLC is never obliged to accept the counterparty's application.
3. By submitting a request for approval as reseller, counterparty accepts the Privacy and Cookie statement as accessible through the website of ALLC and grants ALLC permission to process counterparty's personal data in order to assess the application and, after approval, to add reseller to the B2B mailing list, which will be used for informational and commercial purposes for the benefit of ALLC.
4. If, after successful assessment by ALLC, in the opinion of ALLC, the counterparty is found suitable for approval as authorised reseller and ALLC has confirmed the same to the counterparty in writing, then the counterparty can act as reseller after having received from ALLC the log-in data to access the ordering section of ALLC's website. If the verification process was initiated by the counterparty by generating an account with log-in data through ALLC's website, then, after approval, the counterparty may use these initial log-in data and will not receive new log-in data from ALLC.
5. If the reseller does not comply or no longer complies with the conditions of this article, ALLC is authorised to block the account of the reseller and to withdraw its approval. In such case, the counterparty will no longer be authorised to act as reseller of ALLC, until ALLC decides to lift this block and reapprove the reseller.

Orders, product range, quality

1. The reseller must place a first order with a minimum amount of ¤ 400 (ex VAT) within a month after their account is approved in order to maintain their approval.
2. After placing their first order, the reseller must place at least one order every three months.
   1. The reseller, in its (physical and/or web) shop, shall display ALLC's products collectively or grouped together to the best extent possible, whilst making use of ALLC's trademarks.
   2. The share of ALLC-products may not amount to more than 50% of the total product range of the reseller's shop.
   3. Commercial resale to customers of the reseller is for the reseller's own account and risk. Returning products to ALLC because they have not been sold or cannot be sold, is not considered a valid reason for returning.
      1. The collaboration between the reseller and ALLC is never exclusive, unless explicitly agreed otherwise in writing. ALLC is authorised to appoint several resellers without geographic limitations, even if this would violate section 1.a of this article.
      2. ALLC guarantees the reseller a constant quality of the delivered products. The reseller is responsible for their own compliance with legal obligations towards their end customers, such as statutory warranty for consumers.

Use of trademarks of ALLC

1. The trade name, the logo and other registered trademarks of ALLC or any signs confusingly similar thereto may not be filed or registered as a trademark, design or domain name by the reseller.
   1. ALLC grants reseller the right to make use of ALLC's trademarks, product photos and impression images as made available by ALLC to the reseller, during the course of the approval period as a reseller of ALLC, but solely insofar and for as long as this can be deemed reasonably permissible and in compliance with the stipulations in article 13 as well as any instructions by ALLC regarding the use of the material. This at least includes the resellers understanding that product photos and impression images may solely be used for the reseller's web shop, social media platforms and other conventional publications. Explicit prior permission of ALLC is required for unconventional or irregular use of ALLC's trademarks, product photos and impression images other than as referred to in the previous sentences. Explicit prior permission by ALLC is also required for any amendments or changes to product photos and impression images. Unconventional or irregular use of ALLC's product photos and impression images can be requested per email (media@alittlelovelycompany.nl).
   2. The reseller is obliged to visibly use ALLC's trademarks and logos when reselling the products in their (physical and/or web)shop. When the reseller has a web shop, the trademarks and/or logos shall in any case be mentioned in the name of the product, title of the product page and in the product details/specifications, in such a way to make it clear to the consumer that the product is an original ALLC branded product.
   3. The reseller is not permitted to remove any trademarks or logos from the products or change them, nor to apply their own trademarks or logos to the products in any way.

Recommended retail prices

1. The reseller is authorised to apply their own price policy, while understanding that ALLC will inform its resellers about its recommended retail prices. ALLC does not want to be a brand whose products are put on sale or sold at a discount all the time, but instead ALLC wants to be a brand that represents class and quality. If all resellers apply the recommended retail prices, healthy mutual competition will be maintained and no mutual disadvantage will take place. Applying the recommended retail prices of ALLC will demonstrate that the products belong to a quality brand, which also promotes the reseller's (web)shop image.
2. ALLC's recommended retail prices do not apply to products that are put on sale by ALLC itself, during such sale. ALLC might put products on sale when they are being phased out and thus as such are not expected to return in ALLC's product range. 
3. The recommended retail prices do not apply if the reseller is able to show that, in spite of reasonable efforts, reseller was unable to sell the products during an extensive period of time, in which case the reseller shall not order those products again. In such occasion the reseller is advised to communicate to the consumer in a clear manner that the product is sold while stock lasts, for instance by stating "while supply lasts" in their (web)shop. The reseller shall inform ALLC by emailing to service@alittlelovelycompany.nl in case reseller applies such an offer, in order for ALLC to have an up-to-date overview of such price reductions. 

Relocation of shop, new sales outlets, participation in (trade) fairs, pop-up shops, concept stores

20. Reseller is required to obtain ALLC's prior written permission in case:

1. reseller wishes to relocate their physical shop or wishes to open a new sales outlet;
2. reseller - in light of the resale of the products - wishes to participate in a (trade) fair, pop-up shop or concept store. If ALLC is a participant at a certain (trade) fair, participation by reseller with ALLC's products at that particular (trade) fair is never possible or allowed.
   
   

ARTICLE 4. | WEB SHOP ACCOUNT, OFFER AND CONCLUSION OF AGREEMENTS

1. Each offer of ALLC (including in the webshop/on the website) is non-binding and is under the precondition of availability of the offered products. In case desired products are out of stock, ALLC will inform reseller by issuing an email notification as soon as possible. In case ordered and paid-up products turn out to be unexpectedly out of stock, ALLC shall issue a credit note, unless explicitly agreed otherwise.
2. In addition to ordering products through their web shop account, reseller is allowed to place orders by email, or in a different possible method, if explicitly agreed upon.
   1. When the counterparty has received log-in data from ALLC to order products in the web shop, the counterparty warrants that it keeps this data strictly confidential. All activities executed on the website using the account of the counterparty will be attributed to the registered counterparty.
   2. The counterparty cannot derive any rights from an offer of ALLC that contains an obvious error or mistake.
      1. Furthermore, the counterparty cannot derive any rights from an offer of ALLC that is based on incorrect or incomplete data which was provided by the counterparty.
      2. The minimum order quantity explicitly stated in ALLC's offer is binding.
      3. A price offer composed of several elements never obliges ALLC to comply with a part of the offer for a part of the stated price.
      4. Each agreement is concluded through offer and acceptance. If the acceptance of the one party deviates from the offer of the other party, then the agreement is not concluded in accordance with this deviated acceptance, unless the latter party states otherwise. In case the agreement will be concluded through electronic means, then the agreement is concluded not sooner than after ALLC has confirmed the counterparty's order by email.
      5. By concluding the agreement on behalf of another natural or legal person, the counterparty automatically declares to be authorised thereto. The counterparty and such (legal) person are severally liable for the compliance with the obligations arising from that agreement.
         
         

ARTICLE 5. | DELIVERY OF THE PRODUCTS

1. Unless explicitly agreed otherwise, supply of the products takes place by shipment thereof to the delivery address stated by the counterparty. In case of an order via the web shop, the counterparty must inter alia make a correct statement of the counterparty's company name.
2. Delivery on pallets is possible upon request. The average height of a fully loaded pallet is 2.20 metres. Packages have a maximum weight of 25 kilograms.
3. Special labelling/stickering on repackaging is possible upon request. ALLC is authorised to charge administration and/or handling costs such special labelling/stickering.
4. ALLC is authorised to deliver orders in parts and to invoice each part separately.
   1. The method of packaging and shipment of the products is to be determined by ALLC at all times.
   2. Unless derived otherwise from the nature or scope of explicitly agreed upon delivery conditions, the risk of loss and damages of the products is transferred to the counterparty at the moment the products are received by or on behalf of the counterparty.
   3. If ALLC, as a consequence of an occurrence imputable to the counterparty, incurs additional costs, which would not have occurred if the products had been taken in receipt at the moment of the scheduled delivery, then these additional costs will be for the account of the counterparty. Such expenses can encompass, without limitation, costs (to be reasonably established by ALLC) for storage of the products, and any additional costs  in connection with multiple delivery attempts.
   4. ALLC will be authorized to dissolve the purchase agreement, and provide a refund of solely the purchase amount (excluding the incurred delivery expenses) in case the order is not accepted by or on behalf of the counterparty, and returned to ALLC.
      
      

ARTICLE 6. | DELIVERY PERIOD

1. Orders will generally be made ready for shipment within two to five working days after the order is confirmed. Around the time of a new collection launch this time span may increase due to the large amount of orders ALLC receives at such time.
2. Shipment of orders takes place (subject to exceptions) through use of PostNL (in the Netherlands and Belgium) and UPS (all other countries) as carrier. On average, this means a maximum worldwide delivery time of six working days after ALLC hands over the shipment to the carrier. The counterparty will receive a confirmation of shipment with tracking information.
3. ALLC makes an effort to comply with the delivery period agreed upon between the parties. However, all stated and agreed delivery periods solely represent indicative, non-fatal terms. In case of a (foreseeable) delayed delivery, ALLC makes an effort to notify the counterparty thereof as soon as possible per email. ALLC will not be in default sooner than after the counterparty has notified ALLC of its default in writing, stating a reasonable term during which ALLC is granted the possibility to comply with its obligation to deliver, and when ALLC still has not complied after the expiry of the term last referred to.
   1. Upon exceedance of the agreed delivery period, the counterparty is, notwithstanding the stipulations in the previous section, never authorised to refuse products and/or to not comply with its other obligations arising from the agreement, nor is counterparty in such case entitled to termination of the agreement.
   2. The delivery period, to which ALLC has committed itself towards the counterparty, shall not start before ALLC has received all data from the counterparty required for the delivery.
      
      

ARTICLE 7. | WARRANTY, INSPECTION AND COMPLAINTS

1. The products to be delivered by ALLC comply with the general requirements and norms reasonably attributed thereto at the time of the delivery and for which they are destined upon normal use in the Netherlands. If products are used outside the Netherlands, the counterparty must verify whether the products are suitable for use in the country concerned and whether the products comply with the (statutory) conditions set for them in the country concerned. ALLC delivers products under commercial warranty solely when such is explicitly stated by ALLC, for example on their website or on the product packaging.
2. Notwithstanding any counterparty's claims on any commercial warranty, the counterparty must examine at the time of delivery whether the products are in compliance with the agreement and whether the shipment is free of shipping damage. If, in the opinion of the counterparty, the products do not comply with the agreement, or the shipment is damaged, the counterparty must give notification thereof as soon as possible, at least within eight days after the delivery, per email to ALLC (service@alittlelovelycompany.nl). Photos must be attached to such email demonstrating the deficiency or damage, and such email must state the tracking code as presented on the box and/or the order number on the packing slip. In case of damage, the packaging demonstrating the damage shall be retained by the counterparty for the purpose of possible inspection.
   1. The counterparty must submit claims on any commercial warranty to ALLC in writing, within the mentioned warranty period and within seven days after the occurrence from which the claim derives becomes known or should have been known to the counterparty.
   2. ALLC shall have no obligations whatsoever if the counterparty does not timely complain to ALLC or does not timely submit claims regarding commercial warranty. In this case, counterparty will be considered to have forfeited their rights.
   3. Complaints from the counterparty never suspend their payment obligations.
   4. Return of products must be registered per email.  Returns will only be accepted after ALLC's prior consent and solely based on commercial warranty or in the event of a deficiency by ALLC. Return shipments shall be for the account of the counterparty, unless ALLC decides otherwise. In the case of an evident deficiency as referred to in the second sentence, the counterparty has a claim to reimbursement of the return costs, provided the counterparty has chosen the least expensive shipment method.
   5. Defects of the products caused by an external cause or another cause not attributable to ALLC are no ground for complaints, invocation of commercial warranty or default by ALLC. This includes, without limitation, defects because of damaging, incorrect or inexpert handling and/or any use in violation with user manuals or other directions provided by ALLC.
      
      

ARTICLE 8. | FORCE MAJEURE

1. ALLC is not obliged to fulfill any obligations under the agreement if and for as long as they are hindered thereto by a circumstance that, on the basis of the law, a legal act or current views in civil society, cannot be imputed to them, including any delay in delivery of the products to ALLC by their supplier.
2. Parties are authorised to dissolve the agreement with immediate effect in the event of force majeure that will make it permanently impossible to fulfill the obligations of the agreement.
3. If ALLC in the event of force majeure has already partially fulfilled its obligations, or can only partially fulfill its obligations, it will be authorised to invoice the part already executed, respectively executable part of the agreement separately, as if it were an autonomous agreement.
4. Damages resulting from a force majeure situation are, notwithstanding the previous section, never eligible for compensation.
   
   

ARTICLE 9. | SUSPENSION AND DISSOLUTION

1. Under certain justifiable circumstances, ALLC is authorised to suspend the execution of the agreement or to dissolve the agreement with direct effect in whole or in part, if and insofar the counterparty does not, not timely or not fully fulfills its obligations under the agreement, or if certain situations that become apparent after the conclusion of the agreement gives ALLC good cause to fear that the counterparty shall not fulfill their obligations.
2. If the counterparty is declared bankrupt, has filed for (provisional) suspension of payment, if any seizure has been put on its goods, or in other circumstances in which the counterparty is unable to freely dispose of its goods, ALLC is authorised to dissolve the agreement with immediate effect, unless the counterparty has already provided satisfactory collateral for the compliance with the payment obligations it has under the agreement.
3. Furthermore, ALLC is authorised to dissolve the agreement if and insofar circumstances occur which are of such nature, that ALLC's compliance with the agreement is impossible, or, that unchanged continuation thereof cannot be reasonably  demanded of them.
4. The counterparty never has any claim to any form of compensation of damages in connection with the right of suspension or dissolution exercised by ALLC on the basis of this article, it being understood that if the circumstance leading to the dissolution of the agreement should reasonably be at the risk of ALLC, the counterparty has a claim to a refund or waiver of the price, proportional to the part of the agreement that has not yet been delivered.
5. The counterparty is obliged to compensate the damages suffered by ALLC as a consequence of the suspension or dissolution of the agreement, provided that it can be attributed to the counterparty.
6. If ALLC dissolves the agreement on the basis of this article, all claims on the counterparty shall be immediately due and payable.
   
   

ARTICLE 10. | PRICES, COSTS AND PAYMENTS

1. All prices stated by ALLC are excluding VAT.
2. The shipping costs are for the account of the counterparty, with the following exceptions where free shipping is applicable (unless explicitly agreed otherwise):
   1. ALLC is authorised to change its prices at all times, it being understood that price changes are not applicable to already concluded agreements, unless explicitly agreed otherwise.
   2. Payments must take place in a manner approved by ALLC. Any banking charges are for the account of the counterparty.
   3. Payments must be made in full prior to shipment of the order, unless explicitly agreed otherwise. In such a case, ALLC is not required to deliver the products before the advance payment is received by ALLC.
   4. Payments by means of bank transfer must take place within the term stated on the invoice, in the manner prescribed on the invoice by ALLC.
   5. ALLC is authorised to provide the counterparty their invoices solely by email.
      1. If the counterparty is declared bankrupt, has filed for bankruptcy or (provisional) suspension of payment, if any seizure has been put on its goods, or in other instances in which the counterparty is unable to freely dispose of its goods, the claims on the counterparty are immediately due and payable and ALLC is permitted to settle all outstanding claims.
      2. If timely payment is not effected, the counterparty shall be legally in default. From the day the counterparty is in default, the counterparty is liable to pay an interest of 8% per month in addition to the outstanding amount, in which case a part of a month will be regarded as a full month.
      3. All reasonable costs made for obtaining the amounts due by the counterparty on the basis of the agreement, such as in-court, extra-judicial and/or execution costs, are for the counterparty's account. The out-of-court collection costs will be established as follows:

-      15% over outstanding amounts up to ¤ 2,500,0 (with a minimum of ¤ 40,-)

-      10% over outstanding amounts of ¤ 2,500.01 up to ¤ 5,000,-

-      5% over outstanding amounts from ¤ 5.000.01 up to ¤ 190.000,-

-      1% over outstanding amounts from ¤ 190.001 up to ¤ 200.000,-

-      0,5% over outstanding amounts over ¤ 200.000,-.

ARTICLE 11. | LIABILITY AND SAFEGUARD

1. Except for wilful intent and conscious recklessness of ALLC, as well as except for the stipulations in article 7, after delivery of the products, ALLC is no longer liable for defects of such delivered products.
   1. The counterparty bears (the costs for) damage caused by incorrect or incomplete information provided by the counterparty, expressly including information regarding the delivery address. Furthermore, counterparty bears damages caused by a deficiency in meeting his lawful obligations or obligations under the agreement, as well as any other circumstance that cannot be imputed to ALLC.
   2. Additional costs deriving from the counterparty's provision of incorrect delivery address information are for the account of the counterparty, when it is not reasonably possible to rectify this situation.
   3. ALLC is never liable for consequential damages, including inter alia, loss of profit, incurred losses and damages as a consequence of interruption of business.
   4. In case counterparty has complaints about damage or deficiencies to the products that are deemed legitimate or if counterparty invokes its warranty, the only obligation of ALLC is to arrange a replacement product or products. The counterparty must enable ALLC to do so, failure of which results in forfeiture of all liability of ALLC.
   5. Except for wilful intent and conscious recklessness by ALLC, liability of ALLC is at all times limited to a sum not exceeding the value of the invoice of the agreement, at least to that part of the agreement concerning the liability of ALLC. If the value of the invoice is disproportionate to the damages for which ALLC is liable, said liability of ALLC is limited to the amount that actually will be paid in the concerned case on the basis of the liability insurance concluded by ALLC, supplemented with any deductibles applicable.
   6. The statute of limitations of all legal claims on ALLC constitutes one year after counterparty was aware of the claim or should reasonably have been aware of the claim.
   7. The counterparty safeguards ALLC from any claims of third parties suffering damages in connection with the execution of the agreement, the cause of which is attributable to parties other than ALLC.
      
      

ARTICLE 12. | RETENTION OF TITLE

1. All products shall remain property of ALLC until the counterparty has paid all amounts due in full, in respect of the concerning order.
2. The counterparty is prohibited to sell, to pledge on or otherwise encumber the products subject to the retention of title, unless such act must be deemed permissible in the framework of its normal business operations.
3. The counterparty shall retain the products delivered under retention of title with the necessary care and clearly identifiable as property of ALLC.
4. If the products subject