GENERAL TERMS AND CONDITIONS OF VAN OOSTERUM LEDER B.V.

Article 1 - Applicability.

Once these general terms and conditions have been declared applicable by Van Oosterum Leather to an offer, agreement or otherwise, they shall apply to every subsequent relationship with the client despite the fact that they may not have been explicitly declared applicable.

1.2 These general terms and conditions may only be deviated from in writing.

1.3 The applicability of any general terms and conditions used by the customer is expressly rejected.

Article 2 - Offer and agreement

2.1. An offer issued by Van Oosterum Leder is i) without obligation, ii) valid for a period of one month after it has been issued unless expressly stated otherwise on the offer and iii) does not apply to repeat orders. Van Oosterum Leder shall only be bound by the offer if the acceptance thereof by the client has been confirmed to the client by Van Oosterum Leder within 14 days of its receipt.

2.2 Van Oosterum Leather is not bound by the acceptance of an offer if it differs from the offer. This is also not the case if the acceptance deviates from the offer on minor points. Van Oosterum Leather is only bound to a deviating acceptance of an offer if it notifies the client to that effect.

2.3 An offer can only be accepted in its entirety, and not in parts.

2.4 Price lists provided by Van Oosterum Leather are subject to change and do not constitute an offer.

Article 3 - Price and price adjustment

3.1. All prices charged by Van Oosterum Leather are exclusive of sales tax and other government levies and exclusive of shipping and any transport and packaging costs, unless expressly stated otherwise.

3.2. Van Oosterum Leather reserves the right to increase the quoted and/or agreed prices if, after the offer has been made or after the agreement has been concluded but before it has been executed, one or more cost price factors give reason to do so.

3.3. If the client informs Van Oosterum Leder within five days after having been notified of the price increase that it does not agree to it, Van Oosterum Leder has the right to dissolve the agreement without being liable to pay any damages. The dissolution only applies to the items for which the price increase was announced. In the absence of a timely response, the client is deemed to agree to the price increase.

Article 4 - Deadline and delivery

4.1 All (delivery) terms stated by Van Oosterum Leder are indicative and are given on the basis of the data and circumstances that were known to Van Oosterum Leder at the time the agreement was concluded. Stated (delivery) dates should never be considered to be strict deadlines.

4.2 Exceeding the (delivery) terms stated by Van Oosterum Leather, for whatever reason, shall never entitle the client to compensation or non-fulfillment of any obligation incumbent upon it under the agreement in question or any related agreement.

4.3 If it has been agreed that the services and/or deliveries will take place in phases, Van Oosterum Leder may postpone the services and/or deliveries of the next phases until the client has fulfilled all its (financial) obligations regarding the partial deliveries. In case of partial deliveries, Van Oosterum Leather is entitled to invoice these separately.

4.4 If the goods are available to the customer after the expiry of the delivery time, but are not taken by him, they shall be stored at his disposal and at his expense and risk for a maximum period of three weeks.

4.5 Unless otherwise agreed in writing, delivery shall take place ex warehouse. From the moment of delivery, all risks of loss, decay, damage, etc. regardless of cause, shall pass to the customer.

Article 5 - Retention of title

5.1. As security for the correct and complete fulfillment of the client's obligations towards Van Oosterum Leather, Van Oosterum Leather retains title to the delivered goods until such time as the client has fully fulfilled its obligations under each agreement with Van Oosterum Leather. The property law consequences of the retention of title regarding a delivered item destined for export shall be governed by the law of the state of destination if under that law the retention of title does not lose its effect until the price has been paid in full.

5.2. As long as the ownership of the delivered goods has not been transferred to the client, the client is not allowed to transfer the ownership of the delivered goods or to encumber or alienate the delivered goods under any title whatsoever. As long as the ownership of the delivered goods has not been transferred to the client, the client is obliged to keep the delivered goods on behalf of Van Oosterum Leather with due care and as the known property of Van Oosterum Leather. Any marks or signs affixed to or on the delivered goods must remain visible to everyone.

5.3. As long as the ownership of the delivered goods has not been transferred to the customer, the customer is obliged to store the delivered goods, if this is determined solely by type and weight, separately and clearly recognizable and under the usual conditions.

5.4. As long as the ownership of the delivered goods has not been transferred to the client, the client is allowed to process or process these goods within the framework of its normal business operations or to sell and transfer them to third parties, provided that, in case of resale, the client retains ownership of the delivered goods vis-à-vis its buyer, respectively pays the purchase price it owes to Van Oosterum Leder immediately, respectively grants Van Oosterum Leder a lien on the claim against its buyer at Van Oosterum Leder's first request.

5.5. Van Oosterum Leather has the right to take back the items delivered under retention of title if and insofar as the client is in default with the fulfillment of any obligation towards Van Oosterum Leather or, according to Van Oosterum Leather's judgment, is in payment difficulties.

5.6. The client hereby grants Van Oosterum Leder the irrevocable right to enter its business premises or to have a third party to be appointed by Van Oosterum Leder enter its business premises if Van Oosterum Leder wishes to take back the delivered goods or if it wishes to verify the actual presence of the delivered goods in those business premises.

Article 6 - Advertising

6.1. The client is obliged to inspect the delivered goods for defects immediately after delivery. Any complaints regarding the goods delivered will only be considered by Van Oosterum Leather if they have been made known to Van Oosterum Leather in writing within seven working days of delivery, accurately stating the nature and grounds for the defects and referring to the invoice number or, in the absence thereof, the order number. After the expiration of this period, the client shall be deemed to have approved the delivered goods and to have retained them without protest.

6.2. Non-visible defects must be reported to Van Oosterum Leder within three weeks after discovery but no later than three months after delivery, failing which the right to lodge a complaint lapses.

6.3. Only unprocessed items will be returned.

6.4. Deviations in the quality of the delivered goods that are inherent to the nature of the goods or are generally accepted in trade, cannot constitute grounds for complaints or for dissolution of the agreement. This also applies to deviations in color of the delivered goods. Not only per delivery but also between the delivered items of a delivery.

6.5. Notwithstanding a timely complaint, the customer is obliged to take delivery of and pay for the goods.

6.6. If a complaint is made on proper grounds, Van Oosterum Leather is only obliged to replace the item in question. The client is not entitled to (replacement) damages.

Article 7 - Dissolution

Van Oosterum Leder shall be authorized to dissolve the agreement if circumstances arise of such a nature that performance of the agreement becomes impossible or can no longer be required of Van Oosterum Leder by standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be reasonably expected of Van Oosterum Leder.

Article 8 - Liability

8.1. The liability of Van Oosterum Leather for all direct costs and/or damage, in any way related to or caused by an error or shortcoming in the execution of the agreement, shall at all times be limited to the net invoice amount relating to the order or batch of goods delivered.

8.2. Van Oosterum Leather shall never be liable for indirect costs and/or damage that is in any way related to or caused by a failure in the performance of the Agreement. Indirect damages include consequential damages, lost profits, lost savings and damages due to business interruption.

8.3. The client indemnifies Van Oosterum Leather against all claims of third parties for compensation for damages or otherwise, which are directly or indirectly, directly or indirectly related to the execution of the agreement between Van Oosterum Leather and the client.

8.4. Any claims of the client must be submitted to Van Oosterum Leder within seven working days after the execution of the agreement, failing which all claims on that account will lapse.

Article 9 - Force majeure

9.1. Force majeure on the part of Van Oosterum Leather is understood to include, but is not limited to:

1. i) any unforeseeable stagnation in the regular course of business in Van Oosterum Leder's business or in the business of a third party from whom Van Oosterum Leder procures goods or services,
2. (ii) apparent changes from the inception of the agreement in the actual circumstances that directly or indirectly affect cost factors or delivery capabilities,

iii) fire, water damage, special weather conditions, disasters, war and threat of war, government measures, riots, acts of war, strikes, lockouts, punctuality actions, defects in machinery or installations, interruption, stagnation in the supply of or rationing of raw materials, auxiliary materials and fuels, failure of a third party from whom Van Oosterum Leather procures goods or services to fulfill an obligation.

9.2 Van Oosterum Leather shall also be entitled to invoke force majeure if the circumstance preventing (further) performance occurs after Van Oosterum Leather should have fulfilled its obligation.

9.3 If the period during which the force majeure situation occurs exceeds two months, the parties shall be entitled to dissolve the agreement without any obligation to pay damages to the terminating party.

9.4 If Van Oosterum Leather has already partially fulfilled its obligations or will still be able to fulfil its obligations at the time the force majeure situation arises, the client shall owe Van Oosterum Leather compensation for the part fulfilled and the part that will still be fulfilled.

Article 10 - Payment

10.1 All deliveries are subject to a payment term of 44 days after the invoice date, without any right to discount or set-off, also in case of bankruptcy, at the office of Van Oosterum Leder or by means of deposit into a bank account designated by the latter. If payment is made no later than the thirtieth day after the invoice date, the client shall be entitled to retain 2% of the invoice amount.

10.2. If the customer has not paid within the period indicated in Article 10.1, he shall be in default without further notice of default being required.

10.3. In case the client has not paid within the above-mentioned term, or has not paid within the further agreed upon term, the client is legally in default and Van Oosterum Leather has the right, without any further summons or notice of default being required, to charge the client an interest of 1,0% per month over the gross invoice amount, as from the due date, until the date of full payment and without prejudice to the other rights to which Van Oosterum Leather is entitled. Payments will first be deducted from costs, then from interest due and then from the oldest invoices.

10.4. All costs, both judicial and extrajudicial, incurred by Van Oosterum Leder as a result of the failure of the client to comply, to comply on time or to comply properly with any obligation arising from this agreement, shall be borne by the client. These costs include the costs of summons, notice, collection and bailiff, as well as the costs of the lawyer, and all other extrajudicial and judicial costs. These costs are at least 15% of the principal amount to be claimed. The customer is in default by the fact of non-performance or improper performance.

10.5. In the following cases, Van Oosterum Leather's claim against the client shall be immediately due and payable and Van Oosterum Leather shall be entitled to suspend or dissolve its obligations under the agreement.

1. (i) the customer is in default of payment of any invoice of Van Oosterum Leather,
2. (ii) a petition to declare the customer bankrupt has been filed,

(iii) a request has been made to grant suspension of payments to the customer,

1. (iv) the customer offers its creditors an out-of-court settlement;
2. (v) the customers shut down or liquidate their business.

10.6. Van Oosterum Leather reserves the right to require full or partial prepayment of the agreed price.

10.7. The client is obliged, at the first request of Van Oosterum Leder, to provide collateral security or a bank guarantee for all that the client may owe Van Oosterum Leder under this agreement or otherwise.

10.8. Van Oosterum Leder shall be entitled to set off all due and payable claims of the Customer against Van Oosterum Leder against all monetary claims against the Customer of Van Oosterum Leder.

10.9. Van Oosterum Leather is entitled to suspend the fulfillment of its obligation to deliver an item until the client has fulfilled all its obligations towards Van Oosterum Leather, however arising.

Article 11: Applicable law and choice of forum

11.1. All agreements concluded between the parties (including the conclusion thereof) and legal relations arising therefrom shall be governed exclusively by Dutch law. Applicability of the Vienna Sales Convention is excluded.

11.2. The District Court of Zeeland - West-Brabant is, to the exclusion of other courts, competent to settle all disputes related to an agreement between Van Oosterum Leder and the client or the conclusion thereof. Van Oosterum Leather remains authorized to submit a dispute to any competent court.