TERMS AND CONDITIONS OF SALE AND DELIVERY URBAN COTTON BV IN BARNEVELD

Article 1 General.
1.1 These terms and conditions apply to all offers and deliveries made by Urban Cotton BV (established in Barneveld, the Netherlands, hereinafter referred to as “Urban Cotton”) and to all agreements entered into between Urban Cotton and a purchaser (hereinafter referred to as “Client”), including those related to and/or arising from distribution agreements.
1.2 Any of the Client’s terms and conditions that deviate from Urban Cotton’s terms and conditions— including purchasing conditions—are not part of the agreement between Urban Cotton and the Client and are not binding unless Urban Cotton fully or partially accepts the Client’s terms and conditions in writing.
1.3 “In writing” in these terms and conditions means by post or digitally.
1.4 If these terms and conditions are also drawn up in a language other than Dutch, the Dutch text will always prevail in the event of differences.
1.5 If any provision of these terms and conditions is null and void or is voided, all other provisions will remain in full effect, and Urban Cotton and the Client will consult with each other to replace the void or voided one, taking the purpose and meaning of the void or voided provision into account as much as possible.

Article 2 Offers.
2.1 All offers and/or quotes are non-binding, even if they state an acceptance deadline.
2.2 Verbal offers by Urban Cotton or its employees are not binding unless confirmed by Urban Cotton in writing.
2.3 Price lists, brochures etc., issued by Urban Cotton are subject to change and do not constitute a quote.
2.4 All images, drawings, models, colours and other data such as properties, sizes and specifications shown with an offer are for indicative purposes only. These are only binding if expressly confirmed by Urban Cotton in writing.
2.5 Urban Cotton reserves all intellectual property rights to the images, drawings and models appearing in the offers, catalogues, website etc.

Article 3 Agreement.
3.1 Urban Cotton is only bound by an agreement for the purchase and sale of goods and performance of work after confirming the agreement in writing.
3.2 All agreements entered into with Urban Cotton are subject to the resolutive condition that the Client can sufficiently demonstrate its creditworthiness at Urban Cotton’s sole discretion.
3.3 The risk of errors and/or inaccuracies in orders and assignments not confirmed in writing is borne entirely by the Client.

Article 4 Prices.
4.1 If one or more of the factors that determine the cost price change—including purchase prices (retroactive or otherwise), exchange rates, import duties, sales tax, increases in raw material and material prices, production costs or currency changes—change after order confirmation but before delivery, Urban Cotton is entitled, at its discretion, to charge a correspondingly higher price or cancel the order without the Client having any right to compensation in this regard.

4.2 Unless expressly agreed otherwise in writing, all prices quoted by Urban Cotton are in euros and do not include VAT, import duties and other taxes, levies or duties. Unless otherwise indicated in writing, prices are based on Ex Works, Barneveld, the Netherlands (EXW, Incoterms® 2010).

Article 5 Registered customers in Urban Cotton’s systems.
5.1 The username and password created by the Client are strictly confidential and intended solely for use by the user who registered the account.
5.2 The Client guarantees that the user in question is authorised to submit orders on its behalf.
5.3 The Client will ensure that the user keeps the username and password confidential and does not share them with third parties. If a user signs in using said username and password, Urban Cotton may assume that it is the Client’s authorised representative.
5.4 If the Client knows or has reason to suspect that the username and password have been misused or have fallen into the hands of unauthorised parties, the Client must notify Urban Cotton immediately, without prejudice to the Client’s obligation to take effective measures immediately.

Article 6 Agreements.
Arrangements or agreements with subordinate members of Urban Cotton’s staff are not binding unless Urban Cotton has confirmed them in writing. In this context, subordinate personnel includes all employees and staff who do not have power of attorney.

Article 7 Contract variations.
7.1 The work includes only that which has been agreed upon between the parties in writing. Contract variations before or during the performance of the work must be agreed upon in writing and are eligible for settlement.
7.2 Associated costs incurred by Urban Cotton not attributable to Urban Cotton may be charged to the Client.

Article 8 Liability.
8.1 Urban Cotton’s liability to the Client is limited to fulfilling the obligations described in Article 15.
8.2 Urban Cotton is not liable for damage of any kind suffered by the Client, except in case of intent or gross negligence on the part of Urban Cotton. Urban Cotton expressly rejects liability for indirect damage, consequential damage, immaterial damage, trading loss, loss of profit, environmental damage, or damage resulting from liability towards third parties.
8.3 The Client indemnifies Urban Cotton against all third-party claims against Urban Cotton directly or indirectly related to the goods delivered and/or services rendered, and the Client must compensate Urban Cotton for any damage resulting from such claims, except in case of intent or gross negligence on the part of Urban Cotton.
8.4 If and insofar as, despite the above, Urban Cotton is liable for any reason whatsoever, said liability will be limited to the net invoice value of the goods and/or services rendered,
on the understanding that Urban Cotton’s liability will not exceed the purchase price or the amount paid out by the insurance company. A series of related
damaging events will count as one event or claim for the purpose of this article.

8.5 The provisions of this article do not affect Urban Cotton’s legal liability under mandatory provisions.
8.6 Any claim for damages will expire if not submitted to Urban Cotton in writing within one year of delivery.
8.7 Urban Cotton undertakes to guarantee the safety of the webshop user to the best of its ability but can under no circumstances be held liable for any damage caused by the use of the webshop and, in particular, any damage caused by third-party abuse of the website or payment system.
8.8 Urban Cotton is in no way liable for damage caused by the inaccuracy or incompleteness of the website’s content, the use or misuse of the website or the provision of incorrect data by the Client, except in case of intent or gross negligence.

Article 9 Cancellation.
9.1 If the Client cancels an order for any reason, it is obliged to reimburse all costs reasonably incurred for the execution of the agreement (e.g., the cost price of materials and raw materials already purchased or processed by Urban Cotton, including wages and social security contributions) without prejudice to Urban Cotton’s right to compensation for loss of profit and other losses. The Client will also owe Urban Cotton a cancellation fee of 1/3rd of the agreed price. The Client indemnifies Urban Cotton against third-party claims resulting from the cancellation of the order.
9.2 Urban Cotton reserves the right to claim full performance of the agreement without prejudice to the provisions of the previous paragraph of this article.

Article 10 Delivery.
10.1 The agreed delivery periods are not strict deadlines. Urban Cotton is not in default with respect to the delivery period until it has been notified by the Client in writing and has failed to deliver within a reasonable period after being given the opportunity to do so.
10.2 The delivery periods are set with the expectation that there are no impediments for Urban Cotton to deliver the goods or commence the work.
10.3 The delivery period does not commence until an agreement has been entered into in accordance with the provisions of Article 3 and the Client has paid Urban Cotton the agreed advance payment and provided the data and information required to execute the agreement.
10.4 Urban Cotton will notify the Client immediately if it becomes apparent that the specified deadline will not be met. The Client’s obligations remain unchanged. The client is only entitled to rescind the agreement if the agreed delivery period is exceeded by more than twelve (12) weeks unless the
delay is caused by force majeure. The Client is never entitled to any penalty fee or damages.
10.5 The goods may be delivered in partial deliveries unless the Client has objected to this in writing. In the case of partial deliveries, the provisions below also apply to each partial delivery.
10.6 The Client has a purchase obligation. If the Client fails to take delivery of the goods on the agreed date, the Client will be in default, and Urban Cotton may, at its discretion, (i) terminate the agreement without judicial intervention; (ii) ship the goods to the Client at the Client’s expense and risk; (iii) retain the goods at the Client’s expense and risk. All costs arising from the above circumstances, including storage costs and any reduced yield, will be borne by
the Client. The above applies without prejudice to any other rights to which Urban Cotton is entitled.
10.7 Delivery will be made in the manner specified by Urban Cotton. The delivery conditions are agreed upon per transaction. All delivery conditions are in accordance with Incoterms® 2010. For example, if the Client wishes to receive a shipment by express delivery, any associated costs will be borne by the Client.
10.8 Urban Cotton will cover the transport costs for deliveries within the Netherlands if the net order value is at least €500. Separate arrangements will be made regarding transport costs for deliveries outside the Netherlands.
10.9. The Client may not sell the goods through general online sales platforms such as eBay, bol.com, etc.

Article 11 Retention of title.
11.1 Delivered goods remain the property of Urban Cotton until Urban Cotton has received full payment of all sums, including any interest and costs, owed by the Client under an agreement for the goods delivered or to be delivered and/or the performance of work and/or the default of such agreement.
11.2 Urban Cotton has the right to reclaim and take possession of goods if the Client fails to meet its obligations, goes into liquidation, applies for or has been granted a moratorium, is declared bankrupt, or its goods are seized.
11.3 The Client must ensure careful handling of the goods
and insure them against the usual risks. Except with Urban Cotton’s written consent, the Client does not have the right to encumber, rent, dispose of, make available or pledge the delivered goods as long as it has not fully fulfilled its obligations towards Urban Cotton. The Client is permitted to use or dispose of the goods in the normal conduct of its business. However, the Client is not permitted to dispose of the goods in the normal conduct of its business if it has applied for a moratorium or has been declared bankrupt.
11.4 The Client may agree with a third party that the third party will pay the purchase price on its behalf and will be subrogated to Urban Cotton’s claim. The retention of title will remain in effect in the event of payment by a third party subrogated to the Client’s claim.
11.5 In subrogation, as referred to in paragraph 11.4, Urban Cotton will transfer to the subrogated third party the reserved ownership of the goods for which the third party has paid the purchase price. The Client must hold the described goods for the subrogated third party from the time of subrogation.
11.6 Subrogation in the claim by and transfer of the reserved property to a third party, as referred to in paragraphs 11.4 and 11.5, will not affect the Client’s right to hold Urban Cotton liable for any failure by Urban Cotton to fulfil the agreements entered into between them.
11.7 If and as long as Urban Cotton remains the owner of the goods, the Client must notify Urban Cotton immediately if the goods are seized, at risk of seizure
or if any other claim is made upon them. In such a case, the client must also inform Urban Cotton where the goods owned by Urban Cotton are located. In case of seizure or suspension of payment, the Client must immediately inform the seizing bailiff or administrator of Urban Cotton’s ownership rights. The Client warrants that any attachment of the goods will be lifted immediately.
11.8 If the same type of goods have been delivered under one or more unpaid invoices, the goods present at the Client’s premises will be deemed delivered under the unpaid invoices.

Article 12 Force majeure.
12.1 Urban Cotton is not obliged to fulfil any obligation under an agreement if it is prevented from doing so due to force majeure.
12.2 Force majeure within the meaning of the article includes circumstances that reasonably impede timely delivery by Urban Cotton, including, but not limited to, storm damage and other natural disasters, impediments by third parties, impediments to transport in general, full or partial strikes, riots, war, or danger of war both here in the country and in the country of origin of the materials, lockouts, loss or damage
of goods during transport to Urban Cotton or the Client, non-delivery or late delivery of goods by Urban Cotton’s suppliers, export and import bans, sanctions, boycotts, embargoes, full or partial mobilisation, obstructive measures by any government, fire, breakdowns and accidents in the company or means of transport of Urban Cotton or third parties, and the imposition of levies or other government measures.
12.3 If at the onset of force majeure, Urban Cotton has already partially fulfilled its obligations or can only partially fulfil its obligations, it is entitled to separately invoice the delivered or deliverable part, and the Client is obliged to pay this invoice as if it were a separate agreement. Urban Cotton also has the right to modify the content of the agreement in such a way that its execution becomes possible.
12.4 If the force majeure has continued for more than six (6) months, both Urban Cotton and the Client have the right to terminate the agreement. The Client will not be entitled to any damages in that case.

Article 13 Delivery.
13.1 Upon delivery of the goods and/or performance of services, the Client must ensure, subject to costs and damages, that:
a: the place where the projects and/or materials are to be stored or the deliveries are to be made is such that no damage will take place;
b: access to the premises and/or the area where the delivery is to be made is unobstructed, and that all cooperation is provided to enable smooth delivery;
c: if an elevator or crane is required, Urban Cotton is granted the opportunity to use it. Damage incurred in doing so will be borne by the Client, except in the case of demonstrable intent or gross negligence on the part of Urban Cotton. A moving elevator can be rented if the space through which the goods must be brought proves to be too small and there is no suitable elevator available upon delivery. The Client will bear the cost of this;
d: the room in which work is to be done is equipped with electricity, light, heating, water and adequate ventilation. Work is expected to be performed during normal working hours unless otherwise agreed in writing.

Article 14 Complaints.
14.1 The Client must thoroughly inspect the delivered project or goods for visible defects immediately after delivery. The Client must note any shortcomings, visible defects and/or damage on the transport document or delivery note. The Client is obliged to notify Urban Cotton of any complaints or damage in writing as soon as possible but in any case within seven (7) working days after delivery or completion, accurately stating the nature and ground of the complaints or damage. In the absence of such notification, the Client is deemed to have accepted the delivery. Commissioning of the goods constitutes acceptance.
The above notifications can only be submitted to Urban Cotton through the notification procedure set by Urban Cotton.
14.2 Urban Cotton must be allowed to verify submitted complaints. If the Client agrees with the course of action suggested by Urban Cotton, it must send Urban Cotton an email confirming its agreement.
14.3 If the parties cannot reach an agreement, an independent expert will be called in. Unless otherwise agreed, the costs of the expert will be borne by the party ruled against.

Article 15 Warranty.
15.1 The goods delivered by Urban Cotton possess the properties that the Client and end customer may expect under normal use.
15.2 All product descriptions, information and products offered by Urban Cotton are provided “as is” without express or implied warranties or guarantees.
15.3 The warranty only means that Urban Cotton will, to the best of its ability and at its discretion, replace, repair or discount the delivered goods or take back the products and credit the Client for the relevant invoice amount. Under no circumstances will Urban Cotton be liable to compensate any other costs and/or damages. The Client will bear any costs incurred by the Client in replacing an item. The Client can only return goods
with Urban Cotton’s written permission and if they are properly packaged. The Client is obliged to allow repair by a specialised mechanic, should the need arise. After repair, the original warranty period will continue; no new warranty period will apply.
15.4 Minor deviations in colour, abrasion resistance, structure, finish, etc., considered acceptable in
trade or acceptable from a professional point of view, do not constitute grounds for complaint.

Article 16 Personal data.
16.1 Urban Cotton processes personal data within the meaning of the General Data Protection Regulation (GDPR).
16.2 This processing takes place in accordance with the applicable international data protection law.
16.3 The Client agrees that Urban Cotton may and can process confidential information and personal data relating to the Client and its current or former employees, anyone working for or associated

with the Client, and/or its clients or third parties in the context of (i) an order issued by the Client to Urban Cotton; (ii) complying with legal obligations;
(iii) optimisation of services; and (iv) internal business purposes. Processing in this context also includes sharing such data with legal entities and companies affiliated with Urban Cotton and with third parties involved in the execution of the order, as well as processing by third-party processors employed by Urban Cotton.
16.4 The Client warrants that Urban Cotton may process personal data provided by or originating from the Client and indemnifies Urban Cotton for damages relating to claims from data subjects or third parties regarding non-compliance with applicable data protection laws and regulations.
16.5 Urban Cotton will take appropriate measures to protect the personal data obtained from the Client, taking into account the latest technology and cost of implementation.

Article 17 Suspension and termination.
17.1 If the Client does not promptly and fully meet
its obligations under any agreement entered into with Urban Cotton, if there are reasons to fear that the Client will not promptly and fully fulfil its obligations, or in the event of bankruptcy or suspension of payments by the Client or shutdown or liquidation of the Client’s business, Urban Cotton is entitled to suspend its agreements with the Client with a reasonable notice period, insofar as these have not yet been executed, without judicial intervention and notice of default, or to terminate the agreement without any obligation to pay damages.
17.2 Suspension and termination will not affect the payment obligation for goods already delivered. Urban Cotton is also entitled to claim compensation for damages, costs and interest, including any loss of profit it incurs. These claims are due immediately.
17.3 If the Client is in default or breach of any of its obligations, all reasonable costs incurred by Urban Cotton to obtain a settlement, both in and out of court, including the costs of legal assistance incurred by Urban Cotton as a result of the Client’s failure to promptly or fully comply, will be borne by the client.

Article 18 Payment.
18.1 Unless Urban Cotton has granted the Client a credit limit, deliveries will only be made under full or partial advance payment.
18.2 Unless otherwise agreed in writing, payment must be made within eight (8) days of the invoice date. Payment must be made in euros by deposit or transfer to a bank account designated by Urban Cotton without deducting any discount, bank charges or
setoff. Payment is deemed to have taken place only when the amount due has been irrevocably credited to Urban Cotton’s bank account.
18.3 If the Client fails to meet its payment obligation to Urban Cotton within the agreed period, it will default without prior summons and notice of default being required. The Client will then owe interest on the amount due at the rate of one and a half per cent (1.5%) per month from the date of default, whereby part of a month will be counted as a whole month.
18.4 In addition to the principal sum and interest, Urban Cotton is also entitled to claim from the Client all judicial and extrajudicial costs incurred as a result of non-payment, including the costs of a lawyer, bailiff and collection agency. The
extrajudicial costs are fixed at a minimum of 15% of the relevant invoice amount and will be at least
€150 per claim.
18.5 Upon or after entering into the agreement, Urban Cotton is at all times entitled to require the Client to immediately provide a payment guarantee in a form to be determined by Urban Cotton before further execution of the agreement. If the Client fails to provide the requested guarantee promptly, Urban Cotton is entitled to immediately suspend the further execution of the agreement or to terminate the agreement in whole or in part without notice of default or judicial intervention without prejudice to its other rights, including the right to compensation for damages incurred. Any amounts the Client owes Urban Cotton for whatever reason will also become immediately due and payable.
18.6 Objections to an invoice must be submitted to Urban Cotton in writing within eight (8) business days of the invoice date, specifying the reason for the objection. After that deadline, complaints

will no longer be considered, and the Client will have forfeited its rights in the matter. Objections to the amounts on the invoices submitted do not suspend the Client’s obligation to pay.
18.7 Urban Cotton has the right to suspend its obligations until the Client has fulfilled all due payment obligations.

Article 19 Intellectual Property Rights.
19.1 Urban Cotton reserves all its intellectual property rights related to any goods it supplies and/or work it performs. Urban Cotton is and remains the exclusive owner of the copyright, design rights, and other intellectual property rights relating to its goods.
19.2 The Client is not permitted to copy or modify the goods in whole or in part without written permission from Urban Cotton.
19.3 The Client is not permitted to rebrand delivered goods, use the brand in question in any other way, or register it in its name.

Article 20 Governing law and competent court.
20.1 These terms and conditions, all offers made by Urban Cotton, and all agreements between Urban Cotton and clients are governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
20.2 Any disputes that arise between parties, including the mere collection of amounts due, will be brought exclusively before the Civil Court of Urban Cotton’s place of business, without prejudice to Urban Cotton’s right to submit the dispute to the court that has jurisdiction in the Client’s place of business, if so desired. Disputes between Urban Cotton and clients located outside the EU will be definitively settled by arbitration by the
International Chamber of Commerce (“ICC”) in accordance with the ICC Arbitration Rules, by one or more arbitrators appointed in accordance with these Rules. The language used is Dutch or English. The arbitration will take place in Utrecht, the Netherlands.