General Wholesale Terms and Conditions

GENERAL WHOLESALE TERMS & CONDITIONS

These General Wholesale Terms and Conditions are applicable to and govern all offers from and sales made by Karl Lagerfeld International B.V.

1. GENERAL
1.1 All Agreements between KLI and Buyer concerning the (whole)sale and delivery of Products shall be governed by these General Terms & Conditions and the terms and conditions stipulated in the Order Confirmation. KLI reserves the right to modify at any given moment the content and form of these general conditions of sale.
1.2 If there is any conflict or inconsistency between a term in these General Terms & Conditions and a term in the Order Confirmation, the term in these General Terms & Conditions shall take precedence.
1.3 The Buyer's purchasing or other (general) terms and conditions are expressly rejected. These General Terms & Conditions exclude also all other terms and conditions, whether written or oral, express or implied, which the Buyer might seek to impose whether they are submitted in an earlier or a later document and/or purport to exclude or supersede any terms and conditions inconsistent with them.
1.4 These General Terms & Conditions supersede all previous sales conditions, either oral or written, and may be waived only by express separate written agreement between the authorised representatives of KLI and Buyer.
1.5 If (any part of) any provision of these General Terms & Conditions is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, or if there is an omission, the continuation in full force and effect of the remaining provisions will not be prejudiced and the invalid, illegal or unenforceable provision will be replaced or shall be deemed to have been replaced by a provision that is valid, legal and enforceable and that reflects as accurately as possible the intention of the provisions that is invalid, illegal or unenforceable.
1.6 KLI’s employees or third parties on behalf of KLI are not authorized to make any representations as to the Products, unless confirmed in writing by KLI. KLI shall not be liable for any advice provided by KLI’s employees or third parties on behalf of KLI as to the storage or any other use of the Products unless such advice is confirmed in writing by KLI.

2. DEFINITIONS
2.1 The following definitions apply in these General Terms & Conditions:
a. "Agreement": means any agreement under which KLI provides Products to Buyer, including Order Confirmations. Any such Agreement shall be governed by these General Terms & Conditions and, where applicable, the terms and conditions stipulated in the Order Confirmation.
b. "Buyer": means a corporate entity, firm or person (not as consumer, but as reseller) placing an Order for the purchase of Products with KLI.
c. "Collection Window": means the period indicated by KLI in which the Products concerning a certain Estimated Delivery Window are ready for collection by Buyer at the place of delivery. A Collection Window may be updated by KLI.
d. "Closing Date": means the ultimate date determined by KLI on which an Order for a certain line of Products (collection) must be placed. KLI will determine how and when this date will be communicated.
e. "Estimated Delivery Window": means the estimated period indicated by KLI in which KLI will endeavor to deliver the Products of the Order Confirmation at the place of delivery, ready for collection by Buyer. Within each Order Confirmation, different Products may have different delivery windows, causing Buyer to possibly receive various Estimated Delivery Windows.
f. "General Terms & Conditions": means these standard wholesale terms and condition of KLI set out in this document.
g. "KLI": means Karl Lagerfeld International B.V., a company with limited liability, incorporated under the laws of the Netherlands, having its registered office and place of business in Amsterdam, the Netherlands.
h. "Order": means a request of Buyer to purchase Products from KLI by using the Order Form.
i. "Order Confirmation": means KLI’s confirmation in writing of an accepted Order, in whole or in part, with details of the confirmation to be sent to Buyer as soon as reasonably possible.
j. "Order Confirmation Date": means the date on which an Order is accepted by KLI through the Order Confirmation.
k. "Order Form": means KLI’s format for Buyers to submit purchase requests, either provided by KLI to Buyer and submitted via e-mail or made available by KLI to Buyers through the applicable wholesale digital platform of KLI, including the line sheet (with sizes etc.).
l. "Order Value": means the total value of the sales prices of the Products under an Order, calculated according to these prices in force at the Order date (i.e. the date an Order from Buyer is received by KLI).
m. "Product": means apparel, footwear, accessories and other fashion items sold by KLI, including their packaging and any POS materials or other marketing materials if and to the extent agreed between KLI and Buyer in the Order Confirmation or otherwise in writing. In as far as relevant and suitable, the term Product shall also refer to associated services provided by KLI, the results of such services and any related (preparatory) materials.
n. "Warehouse": means KLI’s third party warehouse services and logistics provider.
2.2 The following rules of interpretation apply to these General Terms & Conditions: (i) paragraph headings shall not affect the interpretation of these General Terms & Conditions; (ii) references to Articles are to the articles of these General Terms & Conditions; (iii) unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular; (iv) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and (v) a reference to in writing or written does include communications by regular mail, by email or through the applicable wholesale digital platform of KLI, unless it is expressly stated that a "Notice" is required, in which case a registered letter or letter sent by courier to KLI's registered office is meant.

3. ORDER AND ORDER CONFIRMATION
3.1. Buyer must place its Orders prior to the relevant Closing Date, personally by submitting an Order Form via KLI’s applicable wholesale digital platform or in writing through Karl Lagerfeld’s sales team or in Karl Lagerfeld’ showroom.
3.2. A quotation does not constitute an offer by KLI to supply Products. The acceptance of any quotation by Buyer shall be deemed an Order of Buyer but not an Agreement.
3.3. KLI reserves the right to refuse all or part of any Orders placed by a Buyer subject to availability of Products or for any other reason at its sole discretion. In addition, Products shall only be made available to appointed agents, authorised distributors and franchisees or (other) approved wholesale partners and resellers of KLI who offer to customers of the Products a courteous, competent, high quality sales and after sales service and whose general operating procedures as regards the manner of distribution, sale, presentation and promotion of the Products reflect the internationally renowned reputation, image, style and prestige of KLI and its affiliates.
3.4. All Orders are subject to acceptance by KLI through an Order Confirmation. If KLI doesn’t confirm the Order, it is understood that this Order is cancelled and that it will not be processed.
3.5. Buyer shall within 5 (five) business days of receiving the Order Confirmation communicate to KLI details of any errors in the Order Confirmation and/or request a change in the Order Confirmation. If an error and/or change is accepted, KLI will send an adjusted Order Confirmation to Buyer which will cancel the earlier Order Confirmation.
3.6. Each Order Confirmation contains a specification of the price and quantities of the Products ordered by Buyer and may contain terms and conditions that are additional to or different from these General Terms & Conditions.
3.7. An Agreement is formed between KLI and Buyer as of the Order Confirmation Date.
3.8. Buyer shall keep copies of each Order Confirmation.
3.9. KLI shall not be held responsible in any way for failure to deliver all or part of Buyer’s Order.

4. DELIVERY AND COLLECTION
4.1. KLI will deliver the ordered Products in accordance with the FCA-A Incoterms® 2020, with its Warehouse as the place of delivery, unless the Order Confirmation, by way of derogation, explicitly stipulates other terms of delivery such as DAP or DDP, in which case the Order Confirmation must describe the point within the agreed place of destination as clearly as possible. The Buyer shall check this carefully.
4.2. KLI will inform Buyer of the Estimated Delivery Window for the relevant Products in the Order Confirmation. The Estimated Delivery Window is provided for information and indicative only. If for whatever reason it proves not possible for KLI to deliver the relevant Products within the Estimated Delivery Window, KLI will inform Buyer.
4.3. The mere fact that an Order Confirmation cannot be performed within the Estimated Delivery Window will not cause KLI to be in default. KLI shall not be liable for any delay in delivery of the Products, however caused. KLI shall not be liable for failure to deliver all or part of the Products of an Order Confirmation.
4.4. Should KLI be unable to deliver all or part of the Products of an Order Confirmation, it shall have the right to cancel the Order Confirmation in whole or in part by informing Buyer in writing in reasonable time. Such cancellation shall not give rise to any right to compensation, damages or indemnities on the part of Buyer.
4.5. KLI may make partial deliveries or deliveries by installment and invoice for such deliveries unless otherwise agreed in writing and failure to accept or pay for such deliveries when due may be treated as cancellation of the Agreement in accordance with Article 8.5. KLI shall have the right to withhold delivery to a Buyer who has not paid for the Products under this or any other agreement between KLI and Buyer.
4.6. KLI will inform Buyer in writing of the Collection Window once these are known to KLI. Buyer will have the Products of the Order Confirmation collected within the Collection Window.
4.7. If the Products are not collected in the Collection Window KLI shall have the right to charge a storage fee to Buyer to the amount of EUR 0,10 for each individual Product per day that no collection occurs after the end of the Collection Window. If the Products have not been collected within 45 (forty-five) days from the beginning of the Collection Window, then the provisions of Article 8.2 shall apply. Once the Products are collected these Products deem to have been delivered by KLI.
4.8. In the event that Buyer fails to comply with any of the General Terms & Conditions KLI shall be entitled to either suspend all further deliveries and/or require the return of any Products until Buyer does so comply or to treat the Agreement as cancelled without prejudice to its other rights and without incurring any liability to Buyer. The lack of payment or breach of any provisions contained in these General Terms & Conditions by Buyer, entitles KLI to suspend and review any commercial agreements between KLI and Buyer, without prejudice to KLI’ right to claim compensation for loss and damages.

5. INSPECTION AND NON-CONFORMITY
5.1. KLI may make minor alterations concerning an Order Confirmation. Such alterations may consist in, for example, replacement of dropped styles and/or colours of Products. Alterations are considered minor if they do not result in a difference of more than approximately 20% in terms of the number of Products or the purchase price specified in the Order Confirmation.
5.2. Immediately upon (partial) delivery of any Products, Buyer shall inspect the Products on non-conformity, including missing number of Products and any packaging damage. Minor or unavoidable deviations, such as any deviation in the colour or shading or any minor deviation in size of the Products or any ornamental deviation in the Products, do not result in non-conformity or in any other breach of the Agreement by KLI. Buyer shall notify KLI in writing and in detail (with supporting photographs) of any discovered non-conformity as soon as possible, but no later than 14 (fourteen) days after delivery of the Products to Buyer. Thereafter the Products are considered to be approved and the right expires to invoke any non-conformity that should have been discovered at inspection. KLI shall be under no liability whatsoever if Buyer fails to give such notice within this deadline.
5.3. If Buyer invokes non-conformity of Products themselves, it shall return the relevant Products to KLI for inspection upon KLI’s first written request. KLI may refuse any return of Product that it has not first authorized in writing. Buyer bears the costs and the risk for any returns. If the Products are not carefully packaged, not insured and/or otherwise not returned safely, Buyer shall not be able to invoke non-conformity.
5.4. Individual Products that are not up to the quality standards will not be refunded to Buyer if they constitute 1% or less of the total number of Products received by Buyer of the delivery concerned.
5.5. KLI will examine the Products concerned and will decide at its sole discretion whether the invoked non-conformity is justified or not and if so, to replace any missing and/or non-conforming Products. Instead of replacing the non-conforming Products, KLI may be entitled to cancel the Agreement with respect to such non-conforming Products and refund (by credit note) the purchase price paid by Buyer or set off this purchase price against the purchase price of any other pending or future Order of Buyer subject to Buyer’s claim.

6. RETENTION OF TITLE AND TRANSFER OF RISK
6.1. Unless otherwise agreed in writing by KLI, Buyer shall be deemed to have accepted the Products on delivery and risk in the Products shall pass to Buyer upon delivery or deemed delivery unless otherwise stated in the applicable Incoterms® 2020.
6.2. Notwithstanding any delivery by KLI or collection by Buyer of the Products, KLI will maintain the ownership, legal or beneficial, of the Products until KLI has received full payment of all sums owed by Buyer under an Order Confirmation or any other agreement between KLI and Buyer and/or their associated companies.
6.3. Buyer shall ensure that the Products in its possession can always be identified and are properly insured for normal business risks for as long as the Products are the property of KLI.
6.4. In case of failure to pay for the Products when due, or in case of a petition for bankruptcy or winding-up of Buyer is filed, Buyer’s bankruptcy or winding-up, other inability of Buyer to fulfill its payment obligations to KLI or otherwise a termination for cause as meant in Article 8.6, Buyer or its bankruptcy trustee or similar representative must allow repossession of these Products by KLI upon its first request and shall, at its own expense, immediately return the Products concerned (or the proceeds of sale thereof) to KLI and/or permit KLI or a third party on its behalf to enter the premises where the Products are located to collect such Products. Buyer may not invoke any retention or other rights to prevent repossession of the Products.
6.5. Notwithstanding the retention of title, Buyer may in the ordinary course of its business sell the Products to any third party. KLI reserves the immediate right to repossession of any Products to which KLI has retained title at any time after delivery of the Products and Buyer hereby grants KLI an irrevocable right and license to KLI’s servants or other authorized third parties to enter any or all premises where the Products are stored without prior notice for this purpose.

7. PRICES AND PAYMENT
7.1. The prices of the Products shall be those indicated in the Order Confirmation.
7.2. All prices payable by Buyer are exclusive of Value Added Tax (VAT) and Buyer shall pay VAT, when applicable, in respect of the price at the standard rate prevailing at the date of the invoice and any other taxes, levies or duties imposed by the government.
7.3. KLI reserves the right by giving written notice to Buyer at any time before delivery of the Products to increase the price of the Products, in which case Buyer may decide whether to proceed or cancel the Order Confirmation in whole or in part. A cancellation of the Order Confirmation (in whole or in part) for this reason does not obligate Buyer to pay a cancellation fee or other compensation to KLI.
7.4. Unless otherwise mutually agreed in writing, all prices payable by Buyer will be in Euros (EUR) or in such other currency as KLI may specify in the Order Confirmation. This will be the price in force at the start date of the Estimated Delivery Window of the Products which, as set out in the previous Article, may be subject to change (whether on account of increased material, labour or transport costs or otherwise).
7.5. The terms of payment shall be the ones agreed by KLI and Buyer within the Order Confirmation. All sums due to KLI shall be paid in full and Buyer shall have no right of suspension, set off, counterclaim, discount and/or abatement in any circumstances.
7.6. Buyer shall pay the invoices of KLI in accordance with the payment term mentioned on the invoice. If the invoice does not mention a term for payment, Buyer shall pay the invoices within 30 (thirty) days from the date of the invoice, notwithstanding that delivery of the Products concerned may not have taken place.
7.7. In the event that any sums due to KLI remain unpaid by Buyer on the due date Buyer will be in default without any written demand or notice of default being required.
7.8. From the date Buyer is in default, such unpaid sums shall bear the statutory commercial interest, an annual interest rate to be calculated daily based on 365 days per year. KLI may pass on the claim for collection. Buyer will also be obliged to pay for all court and out-of-court expenses of KLI in addition to the costs determined by law.
7.9. If Buyer does not pay an invoice in time, notwithstanding the above and without prejudice to any right or remedy available to KLI, KLI may be entitled to cancel or suspend deliveries of Products under the Agreement, until payment of the total amount due is made in full.
7.10. If in the reasonable opinion of KLI the creditworthiness of Buyer has deteriorated prior to delivery of the Products, KLI may require full or partial payment prior to delivery of the Products or the provision of security of payment by Buyer in a form acceptable to KLI to be decided in its sole discretion. KLI reserves the right to require payment guarantees during the execution of an Order Confirmation. If the required guarantees are not provided, KLI will be entitled to terminate any Agreement and a cancellation fee of 10% of the Order Value will be charged to Buyer.

8. CANCELLATION, SUSPENSION AND TERMINATION
8.1. Buyer may (partially) cancel an Order and/or terminate an Agreement in writing, with acknowledgement of receipt by KLI, in as far as it relates to Products which have not (yet) been delivered according to Article 4.1 or collected by Buyer within the Collection Window:
8.1.1. within 0 to 8 days after the Order date without a cancellation fee, unless Articles 8.1.3 or 8.1.4 are applicable in which case that provision shall apply;
8.1.2. more than 8 days after the Order date subject to a cancellation fee of 50% of the Order Value, unless Article 8.1.4 is applicable in which case that provision shall apply;
8.1.3. within 0 to 8 days prior to the Closing Date subject to a cancellation fee of 50% of the Order Value; and
8.1.4. after the Closing Date subject to a cancellation fee of 75% of the Order Value.
If Buyer cancels an Order or terminates an Agreement partially, a pro rata cancellation fee shall be applicable.
8.2. If the Products have not been collected within 45 (forty-five) days from the beginning of the Collection Window, the concerned Order Confirmation is deemed to have been cancelled and a cancellation fee of 100% of the Order Value will be due by Buyer and KLI has the right, at its sole discretion, to allocate the relevant Products to other Buyers.
8.3. KLI may (partially) terminate an Agreement in writing if for whatever reason, performance of the Agreement would be impossible, at the sole discretion of KLI.
8.4. In case of cancellation or termination as described in Articles 8.1 and 8.3, KLI will refund payments received for the relevant Order, but will not be liable for any related damages of Buyer. Such refund will be reduced by the relevant cancellation fee or any other amount due and payable to KLI by Buyer.
8.5. Without prejudice to any other provisions of these General Terms & Conditions, if Buyer fails to make any payment on the due date, KLI shall also be entitled to suspend or terminate the relevant Agreement, or any other Agreement and to reject any and all Orders of Buyer, until payment is made in full. Any such termination of the relevant Agreement or any other Agreement is subject to the same cancellation fees as stipulated in Article 8.1, depending on the timing of such event occurring in relation to the seasonal calendar of the relevant Agreement. This is without prejudice to any other right or remedy available to KLI, such as the right to claim damages.
8.6. KLI may terminate for cause (''ontbinden'') any Agreement in writing with immediate effect, without judicial intervention and without a notice of default being required, if Buyer fails to make any payment on the due date, Buyer becomes insolvent, for example when it is granted suspension of payments, if a petition for its bankruptcy is filed, or if property of KLI is seized by any of Buyer's creditors. KLI shall never be required on account of such termination to refund any received payment or to pay damages. In case of insolvency or (request for) bankruptcy KLI is entitled to reposes any unpaid Products in accordance with Article 6. Buyer also grants KLI a first right to buy Buyers’ remaining other stock of Products, at a discounted rate in conformity with market practice.
8.7. If, upon termination by Buyer for cause (''ontbinding''), Buyer has already received performance of the relevant Agreement, this performance and the related payment obligation shall not be subject to cancellation or a refund, unless Buyer proves that KLI is in material default with regard to said performance. In the latter case, upon the first request of KLI, Buyer shall return the Products carefully packaged and insured (insofar as the Products have not yet been returned by Buyer in accordance with Article 5). KLI may then, if possible, provide Buyer with equivalent Products. Only if, in its exclusive judgment, KLI cannot ensure this, KLI shall refund payments received, subject to the provisions of Article 8.4.

9. LIABILITY
9.1. No warranty is given or implied as regards material or workmanship or the fitness of Products for any particular purpose whether or not such purpose is known to KLI.
9.2. KLI can only be held liable for an imputable failure to perform an obligation of an Agreement, if KLI, even after being served a written Notice of default from Buyer, setting a reasonable period of time to remedy the failure, still imputably fails to perform the contractual obligation in accordance with the applicable standard of duty. The Notice of default must contain a detailed description of the failure to enable KLI to respond adequately.
9.3. KLI’s total liability arising under or in connection with an Agreement shall be limited to compensating direct damage, up to at most the amount paid by Buyer in relation to the relevant Agreement, but never exceeding the liability of KLI’s supplier(s) towards KLI itself. Direct damage shall solely mean reasonable additional expenses which Buyer would have to incur to ensure that KLI’s performance is in conformity with the Order Confirmation.
9.4. KLI will not be liable related to an Agreement, in tort or otherwise for any loss of turnover, profit, lost savings, loss of goodwill, damage through business interruptions, damage ensuing from claims by Buyer's customers and any other financial, indirect or consequential loss or damage to Buyer, however caused, in relation to the Products, including any loss, damage or compensation claimed as a result of the non-availability or late delivery of Products.
9.5. Subject to Article 9.4, KLI will be under no liability in respect of any defect arising from fair wear and tear, willful damage or negligence by the Buyer, incorrect or improper use or storage of the Products by Buyer, alteration of the Products without KLI’s approval and failure to follow KLI’s instructions (whether oral or in writing); and/or under any warranty, conditions or guarantee, or otherwise, if the Products are not paid for in full by the due date for payment.
9.6. KLI's liability for injury or damage through death or bodily injury or because of material damage to objects shall never exceed the liability of KLI’s supplier(s) towards KLI itself or the amount covered by KLI’s insurance.
9.7. The abovementioned limitations of liability shall not apply if and insofar as damage is the result of intent or willful misconduct of KLI.
9.8. For any remedy to be available to Buyer, Buyer must always report any occurred damage or injury to KLI in writing as soon as possible. Any claim against KLI shall expire by the mere lapse of 12 (twelve) months after the claim arises.
9.9. Buyer undertakes to keep KLI fully and effectively indemnified against all liabilities, losses, proceedings, charges, costs and expenses including to the costs of collection agencies, process servers and legal fees on an indemnity basis which KLI may suffer or incur as a result of any failure or delay by Buyer in the performance of any of its obligations or liabilities.

10. FORCE MAJEURE
10.1. Neither party shall be obliged to perform an obligation if this is impossible because of a situation of force majeure. Force majeure shall also include a situation of force majeure for KLI's suppliers, as well as improper performance of obligations by such suppliers. If due to such circumstance KLI has insufficient stock of Products to meet all its commitments it may apportion available stock of Products at its sole discretion.
10.2. If KLI is prevented or delayed from performing its obligations in respect of any Order Confirmation due to any circumstances whatsoever outside its control, including a situation of force majeure for KLI's suppliers, as well as improper performance of obligations by such suppliers, KLI may without incurring any liability to Buyer cancel such Order Confirmation. If KLI has performed part of its obligations when force majeure arises or if it can only perform part of its obligations, it shall be entitled to separately invoice Buyer for the partial performance and Buyer shall be obligated to pay such an invoice as if it concerned a separate agreement.

11. REPUTATION OF KLI
11.1. Buyer is aware of the fact that the Products have a high standing reputation and an image that reflects luxury, exclusivity and fashionableness. Therefore, it is important that Buyer shall refrain from any actions that may harm the reputation and image of KLI or its affiliates, their trademarks, and/or the Products. This means that, inter alia,:
11.1.1. all retail channels and (online) locations used to sell the Products must comply with the high-quality standards as set out by KLI from time to time. Buyer shall always keep KLI informed on the retail channels and (online) locations that Buyer uses for the sale of the Products. KLI may prohibit the selling of the Products via retail channels or at (online) locations that according to KLI do not comply with the quality standards of KLI;
11.1.2. Buyer shall adhere to the traditional and/or standard sales periods and campaign calendar which KLI follows. This includes participating in customary sales events such as summer sales, winter sales, mid-season sales, Black Friday and holiday sales that are common;
11.1.3. additionally, Buyer must comply with local laws and regulations regarding when sales and discounts can be offered, as well as follow general market practices and consumer expectations related to sales periods in those territories. In essence, Buyer must align its sales activities with the established practices and schedules of KLI as well as the geographical areas where they are operating to ensure consistency and legal compliance;
11.1.4. Buyer may not sell the Products through online third-party marketplaces (e.g. Amazon), unless agreed otherwise in advance in writing with KLI;
11.1.5. notwithstanding Article 11.1.3., Buyer may sell the Products online through a website and social media accounts directed to such website, owned and controlled by Buyer ("E-Shop"), not being a mono-brand Karl Lagerfeld-shop, provided that this E-Shop complies with the quality standards of KLI, including that the E-Shop shall be designed in order to maintain and not adversely affect the high quality and reputation of KLI, its trademarks and the Products, that the E-Shop has high quality graphics consistent with the high-end standard used by KLI and the image of KLI, its trademarks and the Products, that Buyer shall use in the E-Shop the digital materials as provided by KLI, and that, if Buyer uses its own images in the E-Shop, these images are of the same quality as the digital materials as provided by KLI, and that the E-Shop offers the same (after) sales services as required for physical sales locations;
11.1.6. Buyer shall not advertise or promote the Products in printed media unless it has obtained KLI’s prior written approval for the draft advertisement or promotion. Buyer may advertise and promote the Products online through electronic media, directed towards its own website and/or social media accounts, in line with Article 11.1.5., as part of the marketing and sales efforts to promote the brand/product and increase net sales within all markets/territories Buyer is actively operating in. However, if there is an online and/or offline exclusivity agreement in a market or territory through a KLI-distributor or other means of KLI-partnership, Buyer shall not engage in actively advertising or promotional activities in or directed towards those exclusive areas, unless otherwise agreed in writing with KLI;
11.1.7. Buyer shall not sell the Products through any off-price channels, including but not limited to physical outlet chains, online discount retailers, duty/tax-free environments, or any other off-price customers, unless agreed otherwise in advance in writing with KLI;
11.1.8. Buyer may not sell Products to companies who are competitors of KLI; and
11.1.9. Buyer will ensure that Products which are for re-sale are maintained in its original condition and strictly in accordance with all applicable laws, regulations and practices in force or use in respect of the Products and any instructions given by KLI from time to time. Buyer will provide a prompt and efficient after sales service for the Products following KLI’s guidelines and instructions.
11.2. As far as Buyer sells Products to other companies, Buyer shall impose all relevant obligations and prohibitions from these General Terms & Conditions upon such companies.

12. INTELLECTUAL PROPERTY
12.1. All patents, designs, trademarks, copyright and other intellectual property rights and related rights of KLI, its affiliates and/or third party suppliers, of whatever nature, together with the goodwill attached thereto in respect of the Products, their packaging or other materials supplied with or for the Products, shall remain at all times the property of KLI, its affiliates and/or third party suppliers.
12.2. Buyer agrees not to use the trademarks, other distinguishing signs or KLI’ other intellectual property rights as a part of its trading name, company name, domain name or social media account and shall not use in its business any trademarks or other distinguishing signs so resembling to KLI's trademarks or other distinguishing signs as to be, in KLI’s opinion, likely to cause confusion among the public. Any inclusion of KLI’s trademarks, other distinguishing signs or KLI’ other intellectual property rights in a Uniform Resource Locator (URL) of Buyer must be previously approved in writing by KLI.
12.3. Buyer agrees not to use any intellectual property rights and related rights belonging to and/or used by KLI, its affiliates and/or its third party suppliers for communications and marketing related to the Products or any other purpose without KLI’s prior written consent, unless Buyer has received the relevant items or materials from KLI, and in that case only for the purpose for which they were made available to Buyer by KLI. These items and materials are the property of KLI and Buyer agrees to promptly return to KLI such items and materials as KLI shall direct.
12.4. Buyer shall not alter or otherwise interfere wholly or in part with any intellectual property notice, trademarks, brand names, place of origin, reference numbers, manufacturing or other codes on the Products or the instructions, labelling and packaging of the Products.
12.5. Buyer agrees not to register any intellectual property right that may be in conflict with, or similar to, any of KLI’s intellectual property rights.
12.6. Buyer undertakes not to engage in behaviour that goes against the good faith of the Agreement and that may incur in acts of unfair competition or infringes the intellectual property rights of KLI.
12.7. Any infringement by Buyer of this Article 12 results in a penalty directly due and payable of EUR 10,000. - per infringement, without prejudice to the right of KLI to claim damages.

13. CONFIDENTIALITY
13.1. All information provided to the parties in connection with an Agreement shall only be used by the parties within the framework of this Agreement.
13.2. Buyer represent, warrant and agree to maintain in confidence and not provide to third parties all confidential data and information it receives from KLI or acquires in connection with an Agreement, including any confidential information regarding the business affairs of KLI, in the widest sense of the words.
13.3. Buyer shall only disclose such confidential data and information to its employees and any authorized sub-contractors on a need-to-know basis. Buyer shall also ensure that its employees and any authorized sub-contractors shall be bound to keep the confidential information secret and comply with the confidentiality obligations imposed on it under these General Terms & Conditions.
13.4. This confidentiality obligation shall not apply to the extent that Buyer is able to demonstrate from its written records that data or information was already in its possession at the time of disclosure to it, or if such data or information was in the public domain at such time or subsequently came into the public domain through no fault of Buyer, or Buyer has acquired such data or information from a third party without violation of KLI’s rights by such third party, or is required by a legal obligation mandating disclosure of that information.
13.5. This duty of confidentiality shall survive termination or expiration of the Agreement.

14. COMPLIANCE WITH SANCTIONS REGULATIONS
14.1. The Buyer acknowledges that KLI is committed to full compliance with all applicable laws and regulations, including all economic and financial sanctions or other restrictive measures that may directly or indirectly apply to KLI. This includes, but is not limited to, sanctions imposed by the United Nations, the United States of America, the European Union, the United Kingdom, the Netherlands, and any other jurisdiction in which the Buyer operates ("Relevant Sanctions Regulations").The Buyer represents, warrants and undertakes that:
14.1.1. Neither the Buyer nor any of its beneficial owners, controllers, or authorised persons is, or will become, listed on any sanctions lists maintained, imposed, administered, or enforced by the United Nations Security Council, the United States of America (including the U.S. Department of the Treasury’s Office of Foreign Assets Control), the European Union, the United Kingdom, the Netherlands, or any other jurisdiction in which the Buyer operates ("Relevant Sanctions Lists"). Furthermore, none of the foregoing are, or will be, based, domiciled, or active in any country or territory subject to sanctions by any such authority;
14.1.2. The Buyer has at all times complied, and will continue to comply, with all laws and regulations that may directly or indirectly apply to KLI and/or the Buyer, including, but not limited to, the Relevant Sanctions Regulations;
14.1.3. Neither the Buyer nor any natural or legal person acting directly or indirectly for or on behalf of the Buyer is, or will be, engaged in any activities that could result in designation as a sanctioned person on any of the Relevant Sanctions Lists;
14.1.4. The Buyer ensures that its customers are not listed on the Relevant Sanctions Lists by continuously screening and monitoring all customers against such lists;
14.1.5. The Buyer ensures that none of the Products sold, delivered, or distributed is subject to any restriction imposed by the United Nations, the United States of America, the European Union, the United Kingdom, the Netherlands, or any other relevant jurisdiction;
14.1.6. The Buyer ensures that the Products will be used exclusively for civil, public, or commercial end-use;
14.1.7. The Buyer ensures that the Products will not be (re)exported to any third country or resold to any third party without first obtaining all required licences or approvals from the competent authorities and providing prior notification to KLI;
14.1.8. The Buyer ensures that the Products will not be diverted or disclosed to any destination, party, end-use restricted or prohibited by Relevant Sanctions Regulations, including sanctioned countries, territories, special economic zones, sanctioned parties, and parties of concern; The Buyer shall promptly notify KLI if it becomes aware of any actual or potential breach of Clause 14 or of any Relevant Sanctions Regulations; and
14.1.9. The Buyer ensures that the Products will not be used, supplied, or transferred in any manner that has the purpose or effect of circumventing, enabling, or assisting in the circumvention of sanctions or export-control restrictions, including diversion via intermediary countries or entities;
14.2. Without prejudice to any other rights of KLI under the Agreement or otherwise, KLI may terminate the Agreement with immediate effect in the event of any failure by the Buyer to comply with any of the aforementioned obligations. Such termination shall not result in any liability of KLI whatsoever towards the Buyer.
14.3. If the continuation of the Agreement could result in a violation by KLI or the Buyer of the Relevant Sanctions Regulations, KLI may terminate the Agreement with immediate effect, without incurring any liability towards the Buyer. Alternatively, KLI may impose additional obligations on the Buyer under the Agreement to ensure compliance with the Relevant Sanctions Regulations.
14.4. The Buyer shall indemnify and hold KLI harmless from and against any and all claims, liabilities, losses, damages, costs, and expenses arising out of or in connection with the Buyer’s failure to comply with the aforementioned obligations.

15. MISCELLANEOUS
15.1. Assignment. KLI shall be entitled to assign or sub-contract its obligations under these General Terms & Conditions. Buyer may not, directly or indirectly, in whole or in part, sell, transfer, assign, sub-distribute or sub-license an Agreement without the prior written consent of KLI. Consent may be withheld by KLI at its sole discretion. Breach of this provision shall give KLI the right to immediate termination for cause as meant in Article 8.6.
15.2. Waiver. The failure of or delay by KLI to enforce at any time any of its rights, term or condition under these General Terms & Conditions will in no way operate as a waiver thereof, nor will any single or partial exercise preclude any other right or option herein; and no waiver whatsoever will be valid unless in writing, signed by KLI, and only to the extent set forth in such writing.
15.3. Severability. If any provision of these General Terms & Conditions is invalid or unenforceable in whole or in part or if there is an omission in these General Terms & Conditions, the validity of the remaining provisions in these General Terms & Conditions will not be affected and the invalid or unenforceable provision shall be deemed to have been replaced by a provision that is valid and enforceable and that reflects as accurately as possible the intention of the provision that is invalid or unenforceable.
15.4. Survival of rights. Termination or expiration of an Agreement for whatever reason shall not affect any accrued rights of KLI nor affect the coming into force or continuation of any provision of an Agreement that expressly or by implication is intended to survive termination or expiration.

16. APPLICABLE LAW AND DISPUTES
16.1. All Agreements and these General Terms & Conditions are governed by the laws of the Netherlands. The Vienna Convention on the International Sale of Goods (CISG) of 1980 shall not apply.
16.2. Any disputes arising out of or relating to an Agreement and/or these General Terms & Conditions or any agreements resulting therefrom shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands, provided that KLI may also submit any disputes to the jurisdiction of any other court, including to any court in the country where the Buyer is located or doing business.

Last update: April 23rd, 2026