General terms and conditions

1. DEFINITIONS

1.1 In these general terms and conditions of sale and delivery, the following terms have the following meaning:

a) Buyer : the person who undertakes to purchase goods and/or services from My Own Filo BV, as well as the person to whom My Own Filo BV makes an offer; b) General Terms and Conditions of Sale : these general terms and conditions of sale and delivery; c) My Own Filo : the private limited company under Dutch law, My Own Filo BV;

2. APPLICABILITY

2.1 These General Terms and Conditions of Sale apply to all offers made by My Own Filo and to all agreements between My Own Filo on the one hand and the Buyer on the other.

2.2 The applicability of general terms and conditions of the Buyer is expressly rejected.

2.3 The fact that My Own Filo does not invoke any of the General Terms and Conditions of Sale at any time does not in any way imply that My Own Filo waives the right to invoke any of the General Terms and Conditions of Sale at a later time.

3. FORMATION AND AMENDMENT OF THE AGREEMENT

3.1 Offers from My Own Filo are always without obligation and can be revoked at any time.

3.2 An order from the Buyer is irrevocable. If My Own Filo nevertheless agrees to cancel the order, the Buyer shall at least reimburse the costs incurred by My Own Filo.

3.3 My Own Filo will confirm the order in writing (by post, fax or e-mail), by telephone or by executing the order.

3.4 Any amendment or addition to the agreement will only be binding on My Own Filo once My Own Filo has accepted this amendment and/or addition in writing.

3.5 My Own Filo may unilaterally amend these General Terms and Conditions of Sale at any time.

4. PRICES

4.1 A price stated by My Own Filo is subject to change, and My Own Filo has the right to increase the stated price with additional costs as a result of an increase in price-determining elements after the offer, but before the conclusion of the agreement. Examples of price-determining elements are official market quotations of goods to be delivered or of raw materials for these, purchase, transport and storage prices, packaging costs, wages, taxes and social security contributions, insurance premiums, and the like.

4.2 My Own Filo may charge the Buyer costs for taking back and/or processing packaging material.

5. DELIVERY

5.1 The rights and obligations relating to delivery are governed by the Incoterms 2000 of the International Chamber of Commerce in Paris, unless otherwise provided in these General Terms and Conditions of Sale and/or in the agreement.

5.2 Unless otherwise agreed, deliveries will take place ex warehouse. Government levies, including VAT, will be calculated separately at the rate applicable to that delivery. 5.3 Delivery dates are not fatal dates, but target dates. 5.4 My Own Filo has the right to make partial deliveries and also has the right to invoice these partial deliveries separately. The Buyer may not suspend the payment obligation if My Own Filo decides to make partial deliveries. 5.5 My Own Filo has the right to suspend a delivery or deliveries if the Buyer has not fulfilled his obligations towards My Own Filo, for whatever reason.

6. PAYMENT

6.1 Payment must be made in accordance with the payment terms confirmed on the invoice. In particular, payment must be made within the term stated on the invoice. If no payment term is stated on the invoice, a term of 30 days after the invoice date applies. The payment term is a fatal term.

6.2 The Buyer is not entitled to offset claims he has against My Own Filo against what he owes to My Own Filo.

6.3 In the event of late payment of the price, the Buyer shall owe statutory commercial interest, as referred to in Article 6:119a of the Dutch Civil Code, plus two (2) percent, from the date of exceeding the payment term until the date of full payment.

6.4 Complaints about invoices must be reported to My Own Filo in writing within five (5) working days after the invoice date. Filing a complaint does not suspend the Buyer's payment obligation.

6.5 All judicial and extrajudicial costs incurred by My Own Filo in connection with a failure by the Buyer to fulfil its obligations shall be fully borne by the Buyer. The extrajudicial collection costs amount to 15% of the claim, with a minimum of €250 per event.

6.6 In the event of attachment, suspension of payments or bankruptcy of the Buyer, or if the Buyer terminates or transfers his business in whole or in part, all amounts owed by the Buyer to My Own Filo shall become immediately due and payable.

7. COMPLAINTS

7.1 The Buyer must inspect the delivered goods for damage immediately upon receipt and check quantities against the packing list and consignment note.

7.2 Any damage and deviations in the product and/or quantity must be noted immediately on the consignment note and reported to My Own Filo in writing within five (5) working days after delivery.

7.3 If no damage or deviations are noted on the consignment note, My Own Filo reserves the right not to process complaints.

7.4 In the event of hidden defects (quality), complaints must be reported immediately in writing to My Own Filo in accordance with Article 7:23, paragraph 1 of the Dutch Civil Code, and in any case within five (5) working days after discovery.

7.5 The Buyer is only entitled to replacement if the defective goods are returned, including a copy of the invoice and a clear, written description of the complaint.

7.6 The Buyer is not entitled to any compensation if he returns goods that are the subject of a complaint without the written permission of My Own Filo.

8. RETENTION OF OWNERSHIP

8.1 My Own Filo retains ownership of the goods to be delivered until the Buyer has fulfilled his obligation(s).

9. RISK TRANSFER
9.1 Damage to or complete or partial loss of goods to be delivered shall be at the Buyer's risk from the moment of arrival of those goods at the place of delivery in accordance with Article 5.2.

9.2 If My Own Filo offers to deliver goods to the Buyer, but the Buyer fails to take delivery of the goods for reasons not attributable to My Own Filo, the damage to or the complete or partial loss of those goods shall also be at the Buyer's risk from the moment the offer to deliver is made.

10. TERMINATION AND SUSPENSION
10.1 My Own Filo has the right to suspend the performance of all its obligations under the agreement until all amounts owed by the Buyer to My Own Filo have been paid in full.

10.2 The Buyer may only terminate the agreement due to an exceeded delivery period that is attributable to My Own Filo and as a result of which My Own Filo is in default after notice of default, insofar as the agreement has not yet been performed and the Buyer cannot reasonably be expected to uphold the unperformed part of the agreement.

10.3 If the Buyer fails to fulfil any obligation under the agreement, or fails to fulfil this obligation properly or in a timely manner, or if the Buyer is declared bankrupt, is granted a suspension of payments, is placed under guardianship, or his company is terminated or liquidated, My Own Filo shall have the right, at its own discretion, without any obligation to pay damages and without prejudice to its other rights, to terminate the agreement in whole or in part, or to suspend further performance of the agreement.

11. FORCE MAJEURE
11.1 A breach of contract cannot be attributed to My Own Filo or the Buyer as the defaulting party if the defaulting party is not at fault for the breach and is not liable for it under the law, a legal act or according to common standards.

11.2 War or a situation comparable thereto, uprising, sabotage, fire, lightning, explosion, release of hazardous substances or gases, failure of energy supply, serious operational disruptions, extraordinary absenteeism due to illness, strike, occupation of premises, blockade, boycott, shortage of raw materials, obstruction of transport, government measures including import, export, transit, production or delivery bans, as well as shortcomings of a third party engaged by My Own Filo, such as a supplier, shall in any case be considered cases of force majeure.

11.3 The defaulting party that finds itself in a situation of force majeure shall notify the other party of this in writing as soon as possible.

11.4 Without prejudice to any further rights of the parties, force majeure gives the parties the right to terminate the agreement for the part not performed after the force majeure situation has lasted two (2) months, without the parties owing each other any damages.

12. MY OWN FILO'S LIABILITY FOR DAMAGES
12.1 My Own Filo is only liable for damage resulting from intent or gross negligence on the part of My Own Filo.

12.2 My Own Filo is in no case liable for indirect damage suffered by the Buyer. Indirect damage is in any case considered to be: all damage suffered by third parties, loss of income and reputational damage.

12.3 The other party, the Buyer, indemnifies My Own Filo against claims from third parties for damages, for whatever reason, as a result of the goods supplied by the other party, the Buyer, to these third parties.

12.4 My Own Filo's liability for damages is in any case limited to: a) the amount that My Own Filo's insurers reimburse in respect of the damage; or
b) if the insurers do not pay or the damage is not covered by the insurance: a maximum of one time the net invoice value of the delivery in question; or
c) if multiple claims are the result of the same cause or the same group of causes and the insurers do not pay or the damage is not covered by the insurance: a maximum total of €10,000.

12.5 Any damage must be reported to My Own Filo in writing without delay, but in any case within five (5) working days of discovery, and full cooperation must be provided to My Own Filo in investigating the nature, extent and cause of the damage.

12.6 All claims and defenses based on facts that would justify that the delivered goods are not in accordance with the agreement shall expire after one (1) year after the notification in accordance with the previous paragraph, or at least one (1) year after the moment at which the notification should have been made in accordance with the previous paragraph.

12.7 My Own Filo reserves all legal and contractual defenses it may invoke to contest its liability towards the Buyer, including for the benefit of subordinates, non-subordinates for whose actions My Own Filo would be liable under the law, and for the benefit of My Own Filo's suppliers.

13. VALIDITY
13.1 The nullity of a provision of the General Terms and Conditions of Sale shall not affect the validity of the other provisions of the General Terms and Conditions of Sale.

14. APPLICABLE LAW AND JURISDICTION
14.1 The agreement, including its conclusion, is governed by Dutch law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (1980) (“Vienna Sales Convention”).

14.2 The court in Utrecht, the Netherlands, has exclusive jurisdiction to hear all disputes concerning or in connection with the agreement, including its conclusion.

15. FILING AND ENTRY INTO FORCE
15.1 These General Terms and Conditions of Sale have been filed with the Chamber of Commerce in the Netherlands under number 86208500 on July 11, 2022 and will enter into force from this date.