General Terms of Sale – Sinelco International BV – valid as of 1 May 2023

Article 1 – Definitions

1. 1. “General Terms of Sale” means this document, as amended from time to time, whereby the latest version is always available online.

   2. “Cancellation” means a written notification by a Customer to SINELCO that it will not fulfil or only partially fulfil an Order.

   3. “Agreement” means every agreement for the sale of SINELCO Products to the Customer.

   4. “Customer” means any company, within the meaning of Book I of the Code of Economic Law that enters into a Contract with SINELCO.

   5. “Delivery” has the meaning outlined in Article 5 of these General Terms of Sale.

   6. “Order” means any message that is sent by the Customer to SINELCO with the intention of concluding an Agreement for Products.

   7. “Force Majeure” means any event or circumstance that could not reasonably have been prevented or foreseen by the parties, that goes beyond their reasonable control and that renders the execution of the Agreement impossible. Events of Force Majeure include – but are not limited to – natural disasters, nuclear or chemical accidents, measures or prescriptions issued by a competent (administrative) government, electricity outages, limited supply of raw materials in a specific market, disruption of the telecommunications networks, fires, default of suppliers, boycotts, wars, armed conflicts, strikes and other collective actions by employees inside and outside the premises of a party or its suppliers, the total or partial default non-performance of an agreement by a third party, as well as any circumstances that make it impossible for a party to carry out its obligations in time and in a normal way.

   8. “Products” means the entirety of Products as described in the Order confirmation, including any services that may accompany these Products.

   9. “SINELCO” means SINELCO INTERNATIONAL BV, with its registered offices at 9600 Ronse (Belgium), Klein Frankrijkstraat 37, registered in the Crossroad Bank of Enterprises (“Kruispuntbank der Ondernemingen”) and in the Legal Entities Register (“rechtspersonenregister”) of Oudenaarde (Belgium) under no. 0400.208.340.

   10. “Working Day” means all calendar days with the exception of Saturdays, Sundays and any official holidays in Belgium.

Article 2 – General provisions

2.1. Any legal relationship that arises out of or in connection with an Agreement between SINELCO and the Customer shall be governed exclusively by these General Terms of Sale.

2.2. Any deviation from and/or amendment to these General Terms of Sale is only possible if and insofar as the duly appointed representative(s) of SINELCO has/have expressly accepted this in writing prior to the execution of an Order.

2.3. If the effect or validity of one or all of the provisions of these General Terms of Sale is/are questioned, this dispute shall not result in the entirety of these General Terms of Sale being called into question.

2.4. SINELCO reserves the right to assign its claims (invoices) under a Contract to a third party and, after having notified the Customer, to assign all its rights and obligations to a third party without the Customer's consent. The Customer may, in turn, transfer its rights and obligations under the Agreement after obtaining the prior and written consent of SINELCO.

Article 3 – Conclusion of the Agreement

3. 1. Any offer from SINELCO regarding a commercial transaction is made without any obligation on its part, even when the offer specifies an acceptance period.

   2. The Customer must place an Order in writing or electronically, which can then only be cancelled with the consent of SINELCO. SINELCO is thereby entitled to treat any additional Order to an existing Order as a new Order. SINELCO has the right, for any reasons whatsoever, to refuse Orders without having to justify its decision. The refusal of an Order by SINELCO, for any reason whatsoever, can never lead to the Customer receiving compensation or interest payments.

   3. All Orders shall respect the minimum order quantity for each Delivery, as determined by SINELCO.

Article 4 – Price

4. 1. The price owed to SINELCO for the Products is set out in the Order confirmation. Unless otherwise explicitly stipulated in the Order confirmation, all prices are quoted exclusive of taxes and without (i) value-added tax (VAT) and any other taxes or fees and (ii) any other costs that may be payable under the Agreement, such as, among others: transport, import, export, packaging or the payment of customs clearance duties.

   2. If one or more components of the price should increase, whether or not prior to the Delivery of the Products, SINELCO shall be entitled to increase the price stated in the Order confirmation to the same extent as the increase of the prices of these components. The following shall (without limitation) be considered as price components: (i) exchange rate fluctuations, (ii) the costs of wages and insurance, (iii) the costs of raw materials, (iv) transportation, storage and custody costs, (v) taxes, duties, customs duties for imports and exports and (vi) insurance premiums.

   3. If SINELCO has made use of its rights, such as those described in article 4.2. of these General Terms of Sale, the Customer is entitled to terminate the Agreement by notifying SINELCO of this in writing within seven (7) days after being informed of the price increase.

Article 5 – Delivery and return

5.1. Unless expressly stipulated otherwise, the Products shall be delivered in accordance with the conditions, terms and the address stated in the Order confirmation. If no conditions and/or terms and/or address are stated in the Order confirmation, the Products will be delivered to the address of the registered office of the Customer. SINELCO shall determine the method of transport and packaging, unless agreed otherwise in writing. The costs of the Delivery are at the expense of the Customer, unless otherwise agreed.

5.2. The Customer shall accept all the ordered Products upon Delivery. If the Delivery to the address mentioned in Article 5.1 turns out to be impossible during office hours, this will be regarded as a breach of contract on the part of the Customer, and SINELCO shall be entitled to either store the Products at the expense and risk of the Customer, or to terminate the Agreement immediately (or at any later moment).

5. 3. The terms of Delivery are indicative, and are not binding for SINELCO. A delay in the Delivery can in no case be considered as non-compliance with the Contract by SINELCO, and will not give the Customer any right to dissolve the Contract or to claim financial compensation or damages and interests.

   4. The accepted Products may only be returned to SINELCO subject to its prior express written acceptance. The return of products is at the expense and risk of the Customer, unless otherwise agreed.

   5. The Customer is obliged to strictly comply with the instructions of SINELCO with regard to the storage and handling of the delivered Products, and to keep and sell them in an undamaged condition, and to expressly indemnify SINELCO against any liability in this respect, including with regard to the end customers of the Customer.

   6. SINELCO reserves the right to carry out partial or staggered deliveries with subsequent adjusted invoicing, without the Customer being entitled to refuse this or to defer payment for this reason. Article 5.2 also applies to any partial or staggered deliveries.

Article 6 – Subsequent Deliveries

The Products are compliant for sale within the territory of the European Union and the United Kingdom. Outside the stated territory, the Customer is responsible for compliance with local regulations. For any other change to the packaging (for example, affixing a different brand), the Customer is required to obtain prior consent from SINELCO in writing by means of a letter stating the justification.

Article 7 – Payment

7. 1. The Customer shall pay for the Products without any discount, set-off of payment or settlement and/or cash discount, and within thirty (30) days after the date of the invoice.

   2. SINELCO reserves the right to request prepayment in the Order.

   3. If the Customer does not pay the price by the due date, all amounts that the Customer may owe to SINELCO shall become immediately and automatically claimable, and this without any formal notice of default or prior intervention by a court. In addition, SINELCO shall be automatically entitled, without any prior formal notice of default or prior court intervention: (i) to claim interest on any unpaid invoices at the interest rate determined in accordance with the Belgian Law of 2 August 2002 on the control of late payments in commercial transactions, increased by 2%, payable from the due date until the date of full payment and/or (ii) to suspend the performance of the Agreement between SINELCO and the Customer. After each year has elapsed, the interest due for that year is capitalised and will, in turn, itself generate interest as set out above.

Moreover, the amount still due by the Customer shall be increased by 1,5% of the unpaid amount per month, with a minimum of two hundred Euro (€ 200.00) per case, without prejudice to the right of SINELCO to claim additional compensation if the actual damage suffered is higher.

7.4. The Customer can only be entitled to any possible premiums, discounts etc. provided he is not in default with his obligations towards SINELCO.

Article 8 – Transfer of risk and property

8. 1. The risk of loss and damage to the Products is transferred to the Customer as soon as the Products leave the premises of SINELCO (in accordance with Incoterm CIP).

   2. The title of ownership passes to the Customer when the Products leave the premises of SINELCO. SINELCO shall insure the transport of the Products to be delivered at its own expense.

Article 9 – Complaints, guarantee and liability

9. 1. Upon receipt of the Products at the Delivery, the Customer shall immediately check for damage and/or defects.

   2. Under penalty of forfeiture, the Customer shall report any complaints regarding visible damage or visible defects, non-conformities or quantity differences in the Products, to SINELCO within ten (10) Working Days from the date of Delivery of the Products, in writing and duly substantiated.

   3. The Customer shall make any complaints due to a hidden defect (and not caused by the Customer (for example: by incorrect use, wear and tear, dropping the Product, etc., and see also Article 9.9) to SINELCO in writing, stating the reasons, within a period of ten (10) Working Days from the discovery of the hidden defect, under penalty of forfeiture. The Customer has a period for reporting the complaint that is equal to the commercial warranty of the Product in question. The commercial warranty of the Products is:

– for electronics and furniture: one (1) year, with the exception of electronics from Original Best Buy: six (6) months, and

– five (5) years for certain parts of the furniture (for example, styling chairs). A full list will be posted online by SINELCO, or will be available upon request (by email: info@sinelco.com).

The term of the commercial warranty runs from the moment the Customer has sold the Products to its customers (non-consumers) (invoice date). SINELCO thereby assumes that the Customer will sell the Products within a maximum period of two (2) years.

For example, electronics with a one (1) year commercial warranty may remain on Customer's shelves for up to two (2) years. SINELCO provides an additional one (1) year warranty for this Product upon sale. If the Product is sold after two (2) years, the total duration of the warranty will therefore be three (3) years. SINELCO may request proof of sale from its Customer. SINELCO expressly excludes the Customer's right of recourse against SINELCO for any liability, including product liability, that the Customer may incur against its customers in connection with the Products.

9. 4. The payment obligations for the Customer are not postponed or suspended in the event of complaints about the Products as foreseen in Articles 9.2 and 9.3.

   5. In the event that a complaint is found to be admissible within the terms and conditions set out above, SINELCO will, at its choice and own discretion, proceed as soon as possible with the (i) delivery of the missing products, (ii) the repair or replacement of damaged, non-conforming products or of defective products, or (iii) will take back the Products subject to the complaint and refund the price paid to the Customer.

   6. Except in the event of wilful misconduct by SINELCO and apart for what has been said in the above paragraphs of this Article 9, SINELCO declines any responsibility and cannot be held liable for any damage suffered by the Customer or its customers other than the measure chosen by SINELCO from Article 9.5. Any right of recourse of the Customer against SINELCO in such a case is therefore excluded.

   7. Except for an intentional fault committed by SINELCO, SINELCO cannot in any event be held liable for any loss of profit, indirect damage (other than damage to the Product), disadvantages or indirect, incidental or consequential losses, losses of or by third parties, loss of income, loss of products, contracts, customers, time, data, associations, market shares, loss of reputation, commercial terminations, interruptions or stoppages in business transactions, or any claims from customers.

   8. The liability of SINELCO is in any case limited to the purchase value of the respective Product.

   9. SINELCO accepts no liability for alleged shortcomings in the Products it has delivered if:

      1. the Customer has stored the Products in unsuitable or unclean storage places;

      2. the Customer (or his end customer) are not using the Products for the purpose for which they are ordinarily intended or in accordance with the instructions of SINELCO;

      3. the Customer changes or replaces the Products or a part of the Products without the prior approval of SINELCO.

   10. To the extent that is legally permitted, the Customer shall indemnify and hold SINELCO harmless from any claims from third parties (including the customers of the Customer) in relation to the use, the sale, the delivery or any kind of distribution of the Products by the Customer.

Article 10 – Force Majeure

10. 1. Except for the payment obligations of the Customer as set out in Article 7, neither of the parties shall be liable for a delay or shortcoming in the execution of these General Terms of Sale if the shortcoming is attributable to Force Majeure.

    2. If the performance of the Agreement by one of the parties remains impossible, or excessively difficult or cannot reasonably be expected for a period of sixty (60) consecutive days due to the Force Majeure, this party is entitled to terminate the Agreement without any prior court intervention and without becoming liable for any damages.

Article 11 – Anti-corruption

11. 1. The Customer undertakes to comply with Belgian law, including, but not limited to U.S. and E.U. laws that forbid or restrict the direct or indirect re-sale of the Products to prohibited persons or into certain territories. The Customer acknowledges that SINELCO shall in no event be obliged to take any measures that SINELCO believes, in good faith, would cause it to be in violation of any applicable law.

    2. The Customer hereby assures SINELCO that its shareholders, managers, representatives, employees, affiliates and agents have not, and will never provide, directly or indirectly, any sum of money or other objects of value to officials, representatives or employees of the government or of a political party, or to elected officials or to candidates, in connection with any Agreement between SINELCO and the Customer. The Customer acknowledges that, under this clause, the term “government official” also refers to an employee of a commercial entity that is directed or controlled by a government agency. In the event that SINELCO has reason to believe that this clause has been breached by the Customer, SINELCO has the right to suspend performance of any of its obligations and/or withhold any payments that are otherwise due and payable under any Agreement between SINELCO and the Customer until SINELCO receives confirmation to its satisfaction that no breach has occurred or will occur. SINELCO shall not be held liable by the Customer for any claims, losses or damages whatsoever related to its decision to suspend the performance of its obligations or to withhold payments as a result of this clause.

    3. In the event of a breach of the obligations accepted by the Customer in the context of article 11.1, SINELCO reserves the right, at its sole discretion and notwithstanding any other legal remedies it may have under the law, to terminate these General Terms of Sale or Agreements between SINELCO and the Customer, without prior notice and without recourse to legal remedies. Any request by the Customer for Delivery of Products in connection with a pending transaction shall be automatically null and void, and any previously delivered Products shall be immediately returned to SINELCO by the Customer. In addition, the Customer undertakes to indemnify and hold SINELCO, its directors, employees, agents, affiliates and representatives harmless against any and all liability towards third parties for claims, losses or damages arising from or related to such a breach and/or termination of any Agreement between SINELCO and the Customer, and/or any Cancellation accepted by SINELCO. The above is without prejudice to the mandatory legal liability of SINELCO on the basis of product liability.

Article 12 – Termination

12. 1. SINELCO reserves the right, without becoming liable towards the Customer, to immediately terminate the Agreement without prior notice or prior court intervention in the event of:

       1. any shortcoming in the performance of the Contract by the Customer and to the extent to which this shortcoming could be corrected, and insofar as

this is not remedied within ten (10) days of having been notified of the non-performance;

12. 1. 2. any procedure that is applicable to companies in difficulty or any clear indications of insolvency.

       3. any appointment of a receiver, trustee, liquidator or any other administrator with power of attorney over any element of its business, property, assets or monies;

       4. the complete or partial transfer, closing down, liquidation or insolvency of the Customer;

       5. if the Customer ceases or threatens to cease his activities or business;

       6. if the assets of the Customer are seized;

       7. as soon as the other reasons for cancellation arise, as described in the General Terms of Sale.

       8. in the event of a Force Majeure that hinders or prevents a Party from performing its obligations under the Agreement for a period that is (i) longer than sixty (60) days.

    2. If the Customer terminates an Order, he shall pay to SINELCO a lump-sum compensation of thirty percent (30%) of the value of the Order, with a minimum amount of fifty Euro (€ 50.00) per Order. In the event of damage exceeding this amount, SINELCO reserves the right to claim the amount corresponding to the actual damage.

Article 13 – Displays and images

13. 1. The Customer may only use the supplied SINELCO images from the SINELCO database to promote the Products supplied by SINELCO. The images may only be assigned to the Products and brands of SINELCO.

    2. The Customer may use the images for as long as they are made available on the SINELCO database. The Customer must regularly check whether the SINELCO images used are still available in the SINELCO database. SINELCO does not accept any responsibility or liability for damage resulting from the direct or indirect use of the SINELCO images once they have been removed from the SINELCO database.

Article 14 – No processing of personal data

SINELCO shall process personal data from the Customer in accordance with its Privacy Policy, which is available on its website.

Article 15 – Applicable law and jurisdiction

15. 1. The Agreement, and the General Terms of Sale are governed by Belgian law, with the exclusion of Book X titles II and III of the Economic Law Code. The UN Convention with regard to International Sale Agreements for moveable goods dated 11 April 1980, known as the Vienna Convention, does not apply.

    2. Any dispute arising from or in connection with an Agreement or these General Terms of Sale shall be settled by the competent Courts within the jurisdiction of the registered offices of SINELCO, more specifically of the SINELCO entity that is the party that concluded the Agreement with the Customer in the respective dispute. SINELCO reserves the discretionary right to bring any dispute before the competent Courts within the jurisdiction of the registered office of the Customer.

    3. These General Terms of Sale are available in English, Dutch, French, Italian, Spanish and German. In the event of a dispute about the contents or intention of these General Terms of Sale, only the Dutch text and its interpretation under Belgian law are binding.