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General terms and conditions TLC B.V.

Article 1 General

In these conditions the following terms have the following meanings:

1. General terms and conditions: these general terms and conditions

2. Counter party/Other party: the party that orders TLC B.V. to manufacture and / or supply products or

otherwise instruct TLC B.V.

3. TLC B.V: the private company, registered with the Chamber of Commerce under number: 66012155

4. Agreement: the agreement to develop, produce, manufacture and supply leather or furs based on certified organic bovine hides from the Netherlands and / or Germany, and / or semi-finished products or raw materials and / or other products in accordance with the quotation.

5. In writing: by letter, e-mail, fax or any other means of communication that, in view of the current state of the art, can be equated with views in society.

Article 2 Scope

1. These general terms and conditions apply to all legal relationships between the Other Party and TLC B.V.

2. The conditions also apply to all agreements with TLC B.V. for the performance of which services from third

parties must be involved.

3. The applicability of general terms and conditions or other conditions of the Other Party is hereby expressly excluded.

4. If one or more provisions of these general terms and conditions are null and void or should be nullified, the

other provisions of these general terms and conditions will remain fully applicable.

5. Deviations from the general terms and conditions are only valid if they are written in advance agreed by TLC B.V. and the Counterparty.

6. These general terms and conditions can be changed or supplemented at any time. The amended general terms and conditions subsequently also apply to Agreements already concluded, subject to a period of one month after written notification of this change.

7. If TLC B.V. has previously declared its general terms and conditions applicable to a agreement with the Counterparty, the Counterparty is deemed to be familiar with these General Terms and Conditions. The General Terms and Conditions also apply to future assignments.

Article 3 Offers and quotations

1. All offers, quotations and rate lists are without obligation, unless a term for acceptance is stated in the offer. If a quotation contains an offer without obligation and this is accepted, TLC B.V. the right to revoke this offer in any case within two working days after receipt of the acceptance.

2. Offers or quotations do not automatically apply to future assignments.

3. TLC B.V. cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.

4. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.

5. A composite quotation obliges TLC B.V. not to perform part of the assignment against a corresponding part of the stated price.

6. Orders placed through representatives, agents and other official intermediaries of TLC B.V. are carried out unless they are refused in writing or by telephone within a reasonable period of time.

7. If TLC B.V. provides or shows an image, sample or model, this must be deemed to have been shown only as an indication without the matter having to correspond to it. This is different if it is expressly agreed that the case will correspond with this.

Article 4 Agreement

1. The agreement between TLC B.V. and the Counterparty is established by a written confirmation of the content of the agreement by TLC B.V. to the Counterparty and the signature thereof by the Counterparty.

2. The agreement is deemed, if the Other Party has not (yet) signed the agreement, also to have been concluded if the actions of the Other Party and / or TLC B.V. it appears that the agreement is actually being implemented.

3. The delivery period, rate and further conditions of the assignment are agreed (and recorded) in the quotation.

4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, TLC B.V. not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless TLC B.V. indicates otherwise.

5. Changes to an agreement once concluded are only effective as soon as and insofar as they have been agreed in writing or explicitly confirmed by TLC B.V. 6. If after the conclusion of the agreement, but before the time at which TLC B.V. is delivered, the raw material prices, the value added tax (or any national or European tax whatsoever), the import tax, the import duties or any other duty, the wages or freight costs should increase, the Other Party is obliged to TLC BV, above to still pay the agreed price the amount that is involved in the aforementioned changes or one thereof.

Article 5 Provision of information

1. The Other Party will provide all data and documents which TLC B.V. in its opinion is necessary for the

correct execution of the assignment or of which the Other Party should reasonably understand that they are

necessary for the execution of the Agreement, in the desired form and in the desired manner.

2. The other party guarantees the correctness, safety and reliability of the information supplied to TLC B.V.

ter information and documents made available, even if they originate from third parties.

3. If and insofar as the Other Party so requests, the documents made available will be returned to the Other Party.

4. If the information required for the implementation of the Agreement is not, not timely or not properly

provided to TLC B.V. made available, TLC B.V. the right to suspend the performance of the Agreement and /

or to charge the additional costs resulting from the delay to the Other Party in accordance with the usual rates.

Article 6 Delivery

1. TLC BV makes realistic estimates of delivery times and makes every reasonable effort to respect these terms. However, it is possible that for reasons of its own it is necessary to deviate from the stated delivery time. Delivery times should therefore be considered an approximation.

2. If a term has been agreed or stated for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Other Party must inform TLC B.V. therefore to give notice of default in writing. TLC B.V. a reasonable period of time must be offered to still execute the agreement. If the Other Party refuses to take delivery of the goods, the costs arising from this may be charged to the Other Party; in addition, TLC B.V. in that case the right to terminate the agreement, without prejudice to his right to compensation. The Other Party is not entitled to compensation if an (approximate) stated delivery period is exceeded. Neither

does the seller have the right to terminate the agreement in that case.

3. Delivery takes place by delivery of goods "ex works" (ex works of TLC B.V.), unless otherwise agreed

between the parties.

4. The risk of loss and damage to the goods passes from one Party to the other at the time of delivery.

Transport from the factory to the desired destination is therefore at the expense and risk of the Other Party.

This also applies if the transport - at the request of the Other Party - by TLC B.V. has been taken care of.

5. TLC is entitled to execute the agreement in parts and / or partially delivered

invoice goods separately.

6. If the agreement is executed and / or delivered in phases, TLC B.V. entitled the

Postpone the execution of those parts that belong to a subsequent phase until the Other Party has approved

and paid for the results of the preceding phase in writing.

7. If TLC B.V. requires information from the Other Party for the execution of the agreement, the term for

completion or delivery commences after the Other Party TLC B.V. fully and correctly.

Article 7 Amendments to the Agreement

1. If during the execution of the Agreement it appears that for a proper execution it is necessary to change or

supplement the activities to be performed, the parties will adjust the Agreement accordingly in good time and

in mutual consultation.

2. If the parties agree that the Agreement will be amended or supplemented, and the time of completion of

the execution can be affected as a result, TLC B.V. inform the Other Party of this as soon as possible.

3. If the amendment or addition to the agreement will have financial and / or qualitative consequences, TLC

B.V. informs the Other Party of this in advance.

4. If a fixed fee has been agreed, TLC B.V. indicate to what extent the

amendment or addition to the Agreement will result in this fee being exceeded.

Article 8 Suspension

1. TLC B.V. is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if:

a. The Counter Party does not or not fully fulfills its obligations under the agreement;
b. The Counter party has been declared bankrupt, has been granted a moratorium on payments, whether or not temporarily, has been granted another similar arrangement or if it otherwise has full or partial free management or free disposal of its assets. lost, regardless of whether that condition is irrevocable;
c. The Counter Party has ceased to exist or has been dissolved.

2. If premature termination has taken place, TLC B.V. thereby claiming payment for products delivered up to that point.

Article 9 Payment

1. Payment by the Other Party must be made, without deduction, discount or set-off, within fourteen (14) days after delivery. Payment must be made in euros by means of transfer to a TLC B.V. bank account to be designated.

2. TLC B.V. is entitled to execute the agreement in different phases and to invoice the part thus executed separately.

3. All reasonable judicial and extrajudicial (collection) costs incurred by TLC B.V. as a result of the non-fulfillment by the Other Party of its payment obligations, will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to the Decree on compensation for extrajudicial collection costs.

4. If the payment term is exceeded, the Other Party will owe interest of 1% of the invoice amount for each month or part of the month by which the due date is exceeded, with a maximum of 12% per year.

5. If the Other Party applies for a moratorium, is declared bankrupt or decides to wind up, TLC B.V. the right to terminate the agreement with immediate effect and to take back the delivered, unpaid products, without prejudice to the right to compensation. In that case, the Other Party is obliged to grant access to the places where the products are located.

Article 10 Advance payment of security

TLC B.V. is at all times entitled to demand payment in advance or security before proceeding with or continuing with the performance. If the Other Party fails to make the required advance payment or security, the amount paid by 

TLC B.V. resting duty under the agreement, without prejudice to the right of TLC B.V. compensation of damage, costs and interest by the Other Party.

Article 11 Privacy

1. The parties undertake to act mutually in accordance with legislation in the field of the protection of personal data. The parties act in accordance with the Policy rules for reporting data breaches of the Dutch Data Protection Authority, the GDPR and the GDPR Implementation Act to determine whether there is a data breach.

2. If a controller has become aware of a data breach, he must report this immediately, where possible within 72 hours, to the Dutch Data Protection Authority.

3. Parties take appropriate technical and organizational measures to protect personal data against loss or any form of unlawful processing.

4. The other party is in consultation with TLC B.V. is entitled to verify compliance with the protection of personal data during the term of the agreement by means of an independent expert. The other party bears all costs in connection with
this check.

5. TLC B.V. can engage third parties (sub-processors) to carry out certain activities, for example if these Third Parties have specialist knowledge or resources that TLC B.V. does not have. If the engagement of Third Parties results in the processing of Personal Data, TLC B.V. make (written) agreements with those Third Parties about the security of personal data. By entering into an agreement with TLC B.V. gives the Other Party permission to engage the Third Parties.

6. TLC B.V. is not liable for fines or claims if the Other Party fails to fulfill its obligations under the legislation and regulations in the field of the protection of personal data.

Article 12 Intellectual property

1. Unless otherwise agreed in writing, TLC B.V. owner of all intellectual property rights to the works developed by it for the Other Party. The agreement therefore does not concern a transfer or license of an item to TLC B.V. future property right.

2. In the event that a third party states that the use of the works is in conflict with the intellectual property right of that third party, the Other Party will TLC B.V. without delay.

3. The Counter Party is not allowed to use products from TLC B.V. to imitate.

Article 13 Confidentiality

1. Each party undertakes to observe secrecy towards third parties with regard to all confidential information and data originating from or relating to the other party, insofar as this information and data have become known to the first-mentioned party in the context of the quotation or order.

2. TLC B.V. has the right to publicize the existence of the between TLC B.V. in publications and interviews, etc. and other agreements concluded.

Article 14 Complaints

1. The Other Party is obliged to inspect the delivered goods or have them inspected immediately at the moment that the goods are made available to him. In doing so, the Other Party must investigate whether the quality of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this respect. Any visible defects must be sent to TLC B.V. in writing immediately, but in any case no later than seven days after delivery. to be reported. Any non-visible defects must be sent to TLC B.V. in writing immediately, but in any case no later than fourteen days after discovery thereof. to be reported. The report must contain a description of the defect that is as detailed as possible, so that TLC B.V. is able to respond adequately. The Other Party must provide TLC B.V. to give the opportunity to investigate a complaint or have it investigated.

2. Complaints as referred to in the first paragraph do not suspend the Other Party's payment obligation.

3. In the event of a justified complaint, TLC B.V. the choice between adjusting the fee charged, improving or re-performing the rejected work free of charge or not performing the assignment (anymore) in whole or in part against a refund in proportion to the fee already paid by the Other Party.

4. If a defect is reported later than stated in this article, the Other Party will no longer be entitled to repair, replacement or refund.

5. If it is established that a complaint is unfounded, all costs arising as a result, including the investigation costs, will be borne by TLC B.V. for the account of the Other Party.

6. After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.

Article 15 Guarantee

1. TLC B.V. provides a one-year warranty for the products delivered by it to TLC B.V. from the day of invoicing to the Other Party and the first user. attributable defects that arise during normal use. TLC B.V. is not obliged to replace the product if TLC B.V. the product can also recover. This is at the discretion of TLC B.V.

2. Any form of warranty will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof, incorrect storage or maintenance thereof by the Other Party and / or by third parties when, without written permission from TLC BV, the Other Party whether third parties have made changes or attempted to make changes to the item or if these were processed or processed in a manner other than the

prescribed manner (including over-packaging in other

packaging units then the original).

The Other Party is also not entitled to a warranty if the defect is caused by or is the result of circumstances in which TLC B.V. cannot influence. The other party must adhere to the maintenance instructions of TLC B.V. If the Other Party acts contrary to these instructions, any guarantee will also lapse.

3. Deviations in structure and / or color, etc. that are acceptable from a technical point of view in accordance

with the usual, applicable standards and trade practice are not covered by the warranty.

Article 16 Liability

1.TLC B.V. will perform its work to the best of its ability, observing the care that can be expected from a supplier.

2. If an error is made because the Other Party takes TLC B.V. has provided incorrect or incomplete information, TLC B.V. is not liable for any damage caused by this. The other party indemnifies TLC B.V. for claims by third parties due to damage caused by the Other Party to TLC B.V. has provided incorrect or incomplete information, unless the Counter party demonstrates that the damage is not related to culpable

acts or omissions on its part or is caused by intent or gross negligence on the part of TLC B.V ..

3. TLC B.V. is only liable for direct damage. It is never liable for indirect damage, including, but not limited to, trading loss, production loss, loss of turnover and / or profit, processing costs of TLC B.V. delivered product, depreciation of products, missed savings and damage due to business interruption.

4. The liability for direct damage of TLC B.V. due to attributable shortcoming in the fulfillment of an agreement only arises if Counterparty TLC B.V. immediately and properly in writing, setting a reasonable term to remedy the shortcoming and TLC B.V. continues to fail imputably in the fulfillment of its obligations even after that period. 

The notice of default must contain a description of the shortcoming that is as detailed as possible, so that TLC B.V. is able to respond adequately.

5. If the Counterparty demonstrates that he / she has suffered damage due to an error by TLC B.V., TLC B.V. is only liable for damage resulting from an attributable shortcoming up to a maximum of the amount of the invoice. The liability of TLC B.V. is in any case always limited to the amount that the insurer of TLC B.V. if applicable, to be increased by the amount of the deductible of TLC B.V.

6. If TLC B.V. has received an assignment together with one or more other contractors from the Other Party, each of the contractors is liable for a shortcoming in the (partial) work performed by him.

Article 17 Force majeure

1. TLC B.V. is not obliged to fulfill any obligation towards the Other Party if he is prevented from doing so as a result of a circumstance that cannot be attributed to his fault.

2. With regard to TLC B.V. Force majeure in these terms and conditions means any circumstance, both foreseen and unforeseen, as a result of which compliance with the agreement by the Other Party can no longer reasonably be expected, including but not limited to: war, sabotage, uprising, riots or other unrest, acts of a hostile state, transport failures , strikes, accidents, fire, explosion, storm and other

natural disasters, epidemics, lack of labor, lack of fuel, technical defects, devaluation and inflation, as well as

hindering government measures such as sudden increase in import duties and excise duties and / or taxes and delayed or delayed delivery by manufacturer / sub-processor. TLC B.V. also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after TLC B.V. should have honored his commitment.

3. TLC B.V. during the period that the force majeure continues, the obligations under the suspend agreement. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.

4. If TLC B.V. at the time of the commencement of force majeure, her obligations under the agreement has meanwhile been partially fulfilled or will be able to fulfill them, and the part that has been fulfilled or to be fulfilled respectively has independent value, Jess Meubeldesign is entitled to separately pay the part already fulfilled or to be fulfilled respectively. invoice. The Other Party is obliged to pay this invoice as if it were a separate agreement.

Article 18 Retention of title

1. All by TLC B.V. Goods delivered under the agreement remain the property of TLC B.V. until all claims that TLC B.V. has or will obtain from the Other Party, from whichever therefore, have been paid in full, including any additional interest
and costs.

2. If the Other Party is in the fulfillment of its obligations towards TLC B.V. fails or TLC B.V. has good reason to fear that the Counterparty will fail in those obligations, TLC B.V. is entitled to take back the goods delivered under retention of title. All by TLC B.V. In that case and in that context costs to be incurred will be borne by the Other Party.

3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Other Party is obliged to notify TLC B.V. immediately.

4. In case TLC B.V. wishes to exercise its property rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance to TLC B.V. and by TLC B.V. to designate third parties to enter all those places where the properties of TLC B.V. and to take back those items.

Article 19 Expiry period
Insofar as not determined otherwise in these general terms and conditions, rights of action and other powers of the Counter Party for whatever reason against TLC B.V. expire in connection with the performance of work by TLC B.V. in any 

case after one year after the moment at which the Counter party became aware or could reasonably have become aware of the existence of these rights and powers.

Article 20 Penalty clause
If the Counter party violates article 12, 13 and / or 18, the Counter party will owe TLC B.V. an immediately payable fine. of € 10,000.00 (in words: ten thousand euros)

to be increased by € 1,000.00 per violation per day for as long as the violation continues.

Article 21 Transferability
The Counter Party is not permitted to exercise his / her rights and / or obligations arising from the with TLC B.V. concluded agreement.

2. Transfer of rights and / or obligations is only possible after the Counter Party, informed TLC B.V. of this and has obtained the express written consent of TLC B.V.

Article 22 Applicable law; competent court
On all agreements between the Counter Party and TLC B.V. to which these general terms and conditions apply, Dutch
law applies.

Trace your Leather cooperative is a trade name of TLC B.V. | Heuvelpark 5, 5101 TB Dongen | The Netherlands CoC 66012155 | VAT 856356256 B 01 | RABOBANK IBAN NL73 RABO 0336 9534 61

These general terms and conditions have been filed with the Chamber of Commerce in Woerden on February 10, 2021.

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