General terms and conditions of sale and delivery for Garden Impressions Outdoor B.V.

Version dated 1 February 2018

Article 1 Definitions

In these general terms and conditions of sale and delivery, the terms below shall be defined as follows:

GIO : Garden Impressions Outdoor B.V., having its registered offices at De Kolk 91 in (8255 PD) Swifterbant (the Netherlands) and registered at the Chamber of Commerce under number 584428398.

Agreement : Every agreement between GIO and the buyer, including yet not limited to: the agreement to supply goods, as well as every amendment or supplement thereto. An agreement will not be considered formed until GIO provides written confirmation of such to the buyer, or GIO implements the agreement.

Buyer : Any party that enters into an agreement with GIO to supply goods.

Terms and conditions: These general terms and conditions of sale and delivery.

Article 2 Applicability

2.1 These terms and conditions apply to all quotations and offers from and all agreements with GIO.

2.2 The applicability of the buyer’s general terms and conditions of purchase or other terms and conditions to agreements between GIO and the buyer is excluded.

2.3 Deviations and/or supplements to these terms and conditions will only be valid if and to the extent these have been agreed in writing between GIO and the buyer.

2.4 To the extent these terms and conditions are made available to the buyer in a language other than Dutch, the terms and conditions in the Dutch text will always prevail in the event of any differences in explanation and/or text.

Article 3 Quotations and/or offers, specifications and brochures

3.1 All quotations and/or offers are free from obligation and non-binding unless an explicit written statement declares these final and conclusive.

3.2 The information provided in the catalogues, images, drawings, size and weight details are subject to change without notice in the sense that minor deviations - this at GIO’s discretion - may not serve as a reason to reject the products supplied by GIO, with the exception of those cases in which GIO explicitly confirms in writing that the goods possess certain specifications and/or characteristics.

Article 4 Prices

4.1 The sales prices indicated by GIO are exclusive of turnover tax (BTW/VAT) and other levies that are imposed by the government (import duties and customs and clearance costs) unless explicitly agreed otherwise in writing.

4.2. GIO is entitled to charge the buyer for price increases caused by cost-price determining factors which have arisen after the formation of the agreement yet before delivery.

4.3 The goods to be supplied by GIO will only be deemed to be determinative according to type and brand. If the packaging, version, model and/or type have been modified, GIO is discharged from its obligations by delivering the goods for which these characteristics have been altered at the agreed price.

Article 5 Reservation and call-off deliveries

5.1 An agreement subject to reservation is an agreement to deliver goods for which the time of delivery is made dependent on a demand or call-off by the buyer. In the event of an agreement subject to reservation, GIO is obliged to deliver if the buyer calls off the goods within a period that will enable the agreed delivery time to be respected. In the event of a non-timely call-off, the buyer has the right to extend the call-off deadline by eight working days. This extension of the call-off deadline will take effect on the first working day after the day on which the buyer has received a written demand for the call-off from GIO. The buyer is not entitled to an extension of the call-off deadline if a fixed period has been agreed for the call-off.

5.1 In the event of a non-timely purchase, the buyer has the right to extend the call-off deadline by eight working days. This extension of the purchase deadline will take effect on the first working day after the day on which the buyer has received a written demand for the purchase from GIO. If the buyer has failed to purchase during the additional period, GIO has the right to terminate the agreement without judicial intervention. This termination will be enacted through a written statement addressed to the buyer. In the event of termination due to an overdue purchase, the buyer will owe GIO a fixed amount for damages of 30% of the turnover stipulated in the agreement.

Article 6 Cancellation and/or amendment

6.1 If, after an agreement has been formed, the buyer wishes to terminate or amend the agreement, GIO is only bound by this termination and/or amendment if it has supplied its written and explicit consent to this effect.

6.2 The buyer must provide GIO with written notice of the termination or amendment.

6.3 In the event of termination or amendment, the buyer is obliged to compensate GIO for all costs and/or damages arising from this, including yet not limited to transport and manufacturing costs, administrative fees and/or lost profit.

Article 7 Transport and packaging costs

7.1 Transport, packaging and insurance costs will be borne by the buyer unless explicitly agreed otherwise in writing.

7.2. If the buyer has agreed to an all-inclusive price for the costs referred to under 7.1 for container goods delivery, GIO is also entitled to charge the buyer for ocean freight costs if and to the extent these costs exceed USD 2,500. GIO is entitled to adjust the aforementioned amount on an annual basis.

Article 8 Delivery time

8.1 Reported delivery times may never be considered firm deadlines and do not provide any right to a claim for damages.

8.2. In the event of an overdue delivery, GIO may only be found to be in breach upon written notice of default from the buyer, whereby a further and reasonable term for delivery of a minimum of 90 days will be set. In the event of an overdue delivery, the buyer is still obliged to purchase the goods.

8.3 If a breach still occurs even after notice of default has been provided, GIO will confer with the buyer regarding compliance or the termination of the agreement. In this case, the buyer will not be entitled to claim any damages unless this has been agreed explicitly and in writing between the parties.

Article 9 Delivery and risk

9.1 Delivery is on an ex-warehouse basis from GIO’s facility in Swifterbant, unless a different method of delivery is agreed explicitly and in writing between the parties. The goods will be at the buyer’s risk and expense once they have left the warehouse.

9.2 Goods that are not delivered from the warehouse in Swifterbant will be at the buyer’s risk and expense from the time the goods leave the factory unless otherwise explicitly agreed in writing between the parties.

9.3 The preceding provisions also apply if the transport is carried out by or on the instructions of GIO.

Article 10 Force majeure

10.1 In the event of force majeure, GIO is entitled to suspend the fulfilment of its obligations for the duration of the force majeure situation.

10.2 Force majeure includes government measures, strikes, traffic congestion, operational failures, illness, natural disasters, war and/or other civil commotion.

10.3 Force majeure is also defined as every circumstance that could not reasonably have been expected at the time the agreement was formed and which falls outside of GIO’s control.

Article 11 Guarantee

11.1 GIO does not extend a different or more extensive guarantee on goods other than the guarantee its suppliers and/or producers honour for the relevant product.

11.2 GIO guarantees that goods that possess characteristics for which the buyer of these goods may expect for a certain period following purchase which is reasonable for these products, and to which a maximum of 12 months applies.

11.3 In the event goods appear to be defective within this period, GIO will be responsible for repair or replacement. The buyer will grant GIO all necessary cooperation in this regard. GIO will under no circumstances be obliged to pay any damages unless this has been agreed explicitly and in writing between the parties.

11.4 The guarantee will lapse if the buyer has introduced any modifications to the goods. The same applies to goods that are not handled and/or cleaned according to the instructions.

11.5 No guarantee will be provided for natural products to the extent the defects are inherent to the natural product in question, such as small and/or abnormal tears, cracks and slits, resin core and/or colour variations.

11.6 No guarantee will be provided for defects resulting from weather conditions and/or exposure to light.

Article 12 Claims and returns

12.1 Buyer may no longer invoke any rights based on the fact that that which has been delivered does not satisfy the agreement (non-conformity) if it does not notify GIO in writing of this within 48 hours after the goods have been delivered.

12.2 Minor irregularities in quality, quantity, dimensions, colours and/or finishing that are either considered acceptable in the trade or are technically unavoidable or difficult to avoid do not provide grounds for non-conformity.

12.3 Returning the delivered goods due to non-conformity is only possible if this has been explicitly agreed between the parties in writing.

Article 13 Liability

13.1 GIO will only be liable for damage that the buyer has incurred as a result of intent or negligence on the part of GIO. GIO is not liable for any other form or type of damage.

13.2 GIO will under no circumstances be obliged to pay compensation for consequential damage, including damage caused by business interruption and/or lost profits.

13.3 Liabilities to pay damages will lapse if they are not reported to GIO in writing within one year after the buyer was aware or should reasonably have been aware of the damage.

13.4 GIO’s liability is limited to the sales amount involved in the delivery.

13.5 In deviation to the above, if GIO is insured for the damage involved, its liability will be limited to the amount that it receives in compensation based on this insurance policy.

Article 14 Industrial and intellectual property rights

14.1 All intellectual property rights including copyrights on designs, drawings, packaging, samples and photos, regardless of their origin, relating to products supplied by GIO are vested in GIO. The buyer is explicitly prohibited from copying designs and/or having them manufactured elsewhere by third parties. Should such an infringement be confirmed, GIO will be entitled to an immediately payable claim of €50,000 from the buyer per confirmed infringement.

14.2 GIO certifies that, to the best of its knowledge, the goods delivered do not infringe any valid intellectual property rights belonging to third parties. GIO can however not indemnify the buyer against any infringements of intellectual property rights of third parties.

14.3 The buyer is permitted to use photographic material made available by GIO on its website to support GIO’s brand. Use for other purposes or other methods of use are only permitted with GIO’s explicit written permission.

14.4 GIO is entitled to take back any goods from the buyer that it has delivered if it appears that the intellectual property rights of third parties have been infringed. GIO will issue a credit note to the buyer for any goods taken back from the buyer. This return of goods does not entitle the buyer to any right to damages.

Article 15 Payment, interest and costs

15.1 The buyer will execute all payments to GIO within the agreed payment term without deduction and/or set-off and/or deferment, and to a bank account designated by GIO.

15.2 GIO is entitled to demand partial of full payment of the purchase price in advance or to require any other security for the payment of the purchase price before starting or continuing the fulfilment of the agreement.

15.3 In the event any payment term is exceeded, the buyer will be in breach without prior notice of default being required and the buyer will owe interest of 1.5% from that time per month or part thereof on the amount due, including in cases in which a postponement of payment is agreed.

15.4. If the buyer remains negligent in fulfilling any obligation arising from the agreement, the buyer will also be required to pay the full amount of the costs of collection incurred and attorney’s fees, including the costs of internal and external legal advice, the amount of which will be set at a minimum of 15% of the amount due without GIO being required to provide substantiation for this minimum.

15.5 Payments made by the buyer will always serve first to pay all interest and costs owed and subsequently to settle the oldest payable invoices, even if the buyer states that payment relates to a more recent invoice.

15.6 In the case of a buyer that has not paid in time or, if applicable, is no longer insurable according to a credit insurer, without prejudice to its other rights arising from these terms and conditions and/or the law, GIO has the right to require payment in advance and/or immediate payment upon the initial offer of the goods to the buyer (cash on delivery) for all current agreements between GIO and the buyer. Furthermore, in the aforementioned case, the buyer is required, at GIO’s first request, to lend its cooperation in establishing a right of pledge in favour of GIO for all current and future stocks, trade receivables, plant/equipment and business assets belonging to the buyer for the purpose of furnishing security for the payment of all claims regardless of their nature that GIO has or will acquire against the buyer. In the event of the buyer’s refusal to satisfy this requirement to furnish security, GIO is entitled to terminate all or part of the relevant agreement by means of a written statement, as a result of which GIO will acquire the right to a fixed amount for damages of 30% of the sales involved in the agreement.

16.7 Claims that GIO has against the buyer cannot be pledged under property law unless GIO has given explicit written permission for the pledge.

Article 16 Retention of title and right of retention

16.1 GIO will retain ownership to all goods delivered to the buyer until the buyer has paid GIO in full for all amounts owed pursuant to any agreement, these terms and conditions or otherwise.

16.2 The buyer may not pledge or grant any rights to a third party to the goods until the legal ownership of these has passed to the buyer.

16.3 If the ownership of certain goods has passed to the buyer as the result of the payment of an invoice, these will serve to provide additional security if and to the extent GIO still has outstanding claims against the buyer.

16.4 The buyer is required to treat the goods delivered under retention of title with the requisite care and ensure they are the identifiable property of GIO, and to insure them sufficiently from theft or damage.

16.5 If the buyer fails to fulfil its payment obligations with respect to GIO or if GIO has good reason to fear that the buyer will fail in the fulfilment of these obligations, GIO will always be entitled to take back the goods delivered under retention of title. To this end, the buyer will grant GIO irrevocable authorisation to access the space(s) in which the delivered goods are located.

16.6 After the goods have been returned, the buyer will be credited at market value, up to a maximum of the original purchase price, less costs that GIO has had to incur for the return.

16.7 The buyer is authorised to sell and transfer the goods delivered under retention of title to third parties within the scope of the normal operation of its business, whereby it will also be required to stipulate retention of title based on the provisions in this article.

Article 17 Extrajudicial termination

Without prejudice to the right to compensation for costs, damages and interest, GIO has the right to terminate the agreement between the parties extrajudicially and/or to demand payment in full for any amount that the buyer still owes GIO immediately and without notice of default in the event the buyer:

· is declared bankrupt or if an application or petition for bankruptcy is filed, or an application for a suspension of payments is filed, or if all or part of its property is attached;

· dies or is placed under guardianship;

· fails to satisfy any obligation under the law, an agreement between the parties, or pursuant to these terms and conditions;

· proceeds with a cessation of its business activities or the transfer of its company or a substantial part thereof, including transferring capital in its company to an existing partnership or one to be formed, or proceeds to amend the purpose of its company.

Article 18 Applicable law and choice of forum

18.1 Agreements concluded with the seller are governed exclusively by the laws of the Netherlands.

18.2 All disputes will initially be adjudicated by the competent judge at the court of Midden-Nederland, Lelystad location, unless GIO indicates a preference for the court with jurisdiction in the buyer’s business location or city of residence or mandatory rules of law stipulate otherwise.