GENERAL PRODUCTION AND DELIVERY CONDITIONS SADDAL

CONSUMER PURCHASE

Article 1. General

These General Production and Delivery Conditions, hereinafter referred to as “Conditions” of Saddal Exclusive Jewelry, hereinafter referred to as “Saddal Exclusive Jewelry” apply to all offers and quotations from Saddal Exclusive Jewelry and to all agreements with Saddal Exclusive Jewelry.

Where these Terms and Conditions refer to “products”, this means all items that form the subject of an agreement, including in any case precious metals, jewelry, goldware, silverware, timepieces (watches), gemstones, diamonds and related materials and /or user objects.

Where these Terms and Conditions refer to “services”, this in any case means works of intellectual and/or industrial property, including the manufacture and design of products for the benefit of the buyer - as client - and all this in the broadest sense of the word. the word

Where these Terms and Conditions refer to “agreement”, this means any agreement concluded between Saddal Exclusive Jewelry and the buyer for the delivery of products and services, as well as any amendment or addition thereto, as well as all (legal) acts in the preparation and execution of that agreement as well as all the delivery of services. Where Part B of these Terms and Conditions refers to “buyer”, this means any natural person who does not enter into an agreement with Saddal Exclusive Jewelry in the exercise of a profession or business. has concluded or wishes to conclude, as well as any natural or legal person to whom art. 6:235 first paragraph of the Dutch Civil Code does not apply ('small businesses') that has concluded or wishes to conclude an agreement with Saddal Exclusive Jewelry.

Where these Terms and Conditions refer to “in writing”, this is purely and expressly understood to mean: signed by the buyer, unless the term “in writing” is expressly and unambiguously described otherwise.

General terms and conditions of the buyer are only valid if and insofar as they have been expressly accepted by Saddal Exclusive Jewelry and this acceptance has been confirmed in writing to the buyer.

As long as written acceptance has not taken place in the manner described in Article 1.6, general (purchasing) conditions or stipulations of the buyer are hereby expressly rejected.

Changes and additions to any provision in these Terms and Conditions only apply if and to the extent that they have been recorded by Saddal Exclusive Jewelry and only relate to the relevant underlying agreement. Saddal Exclusive Jewelry has the right to unilaterally change, supplement and/or apply new conditions to these Terms and Conditions at any time. Saddal Exclusive Jewelry will inform the buyer of such change(s), addition(s) or new conditions 10 working days in advance.

Article 2. Offers / Quotations

Offers and/or quotations issued by Saddal Exclusive Jewelry do not bind Saddal Exclusive Jewelry and only serve as an invitation to place an order. The offers and/or quotations issued by Saddal Exclusive Jewelry are without obligation and cannot lead to any obligation for Saddal Exclusive Jewelry.

Without prejudice to Article 2.1, offers and/or quotations are only valid if they are made in writing and during the period stated in the offer and/or quotation. If the offer and/or quotation does not specify a term, the offer and/or quotation is valid for 30 calendar days.

All statements by Saddal Exclusive Jewelry of numbers, weights, colors, parts, sizes and/or other indications of the products have been made with care. However, Saddal Exclusive Jewelry cannot guarantee that no deviations will occur in this regard and therefore no rights can be derived from these statements by the buyer, unless they are expressly included in writing in an agreement. Models, samples or drawings shown or provided are only indications of the products in question.

Article 3. Orders

Orders (i.e. every order from the buyer to Saddal Exclusive Jewelry) are made in writing. In this specific paragraph, written means messages sent by letter, fax, e-mail or via Saddal Exclusive Jewelry online.

An agreement is only concluded if and insofar as Saddal Exclusive Jewelry accepts an order in writing or Saddal Exclusive Jewelry executes the order. Saddal Exclusive Jewelry is entitled at all times not to accept an order, without giving reasons and without being obliged to pay any form of compensation or compensation otherwise.

All agreements are entered into under the condition precedent that the buyer has fulfilled the obligations under the agreement(s) previously concluded between Saddal Exclusive Jewelry and the buyer.

If the buyer cancels an order accepted by Saddal Exclusive Jewelry that has already been executed by Saddal Exclusive Jewelry, the buyer is obliged to pay Saddal Exclusive Jewelry reasonable compensation for any loss or lost profit suffered by Saddal Exclusive Jewelry.

If it concerns products that have been specially manufactured for the buyer or ordered from a third party, cancellation is possible. In that case, the buyer is obliged to pay the price applicable for the entire work, plus compensation for the damage suffered by Saddal Exclusive Jewelry as a result of the cancellation, and less the savings that Saddal Exclusive Jewelry derives from the cancellation. To the extent that part of the work has already been completed, Saddal Exclusive Jewelry will deliver this to the buyer.

Article 4. Delivery / transfer of risk

Delivery takes place at the location of Saddal Exclusive Jewelry, the address of which is included in article 18 of these Terms and Conditions. Delivery is deemed to have taken place as soon as the products have been offered to the buyer and the buyer has signed for receipt. If and as soon as the buyer has signed for receipt of the products offered by Saddal Exclusive Jewelry, but if delivery has proven impossible in the discreet assessment of Saddal Exclusive Jewelry, the risk of the products has passed to the buyer.

Saddal Exclusive Jewelry has the right at all times to deliver in parts and to invoice each part separately. In such cases, each partial delivery will constitute a separate agreement entered into under the same conditions as the original agreement. The buyer is not entitled to suspend payment due to exceeding the delivery time of (part of) the products.

Article 5. Delivery time

The indication of the delivery period is approximate, is not binding for Saddal Exclusive Jewelry and is based on the circumstances applicable to Saddal Exclusive Jewelry at the time of this indication and, insofar as it depends on performance or data from the buyer or third parties, at the time on which those performances and those data have been performed or provided by the buyer or third parties. This delivery period will be observed as much as possible by Saddal Exclusive Jewelry.

If Saddal Exclusive Jewelry requires data, items or products and/or tools for the execution of the agreement that are (must) be provided by the buyer, the delivery period can never commence earlier than on the day that all necessary data or tools are in its possession. are at Saddal Exclusive Jewelry.

If the delivery period is exceeded, the buyer is not entitled to any compensation or other compensation. In that case, the buyer is also not entitled to terminate the agreement, unless the exceeding of the delivery period of the products in question is such that the buyer cannot reasonably be expected to maintain that part of the agreement in question. In that case, the buyer is entitled to terminate the agreement, but only insofar as it concerns late delivered / to be delivered products as referred to above.

Article 6. Prices and payment

The prices for the products offered are stated in Euros (€). Prices always include VAT/sales tax and include any other taxes and/or levies. Any handling and/or shipping costs will be charged separately.

In cases to which Article 8 of these Terms and Conditions applies, the prices stated are indicative prices, unless expressly agreed otherwise in writing.

Unless otherwise agreed in writing between Saddal Exclusive Jewelry and the buyer, payment of the amount owed by the buyer under the agreement will be made by means of cash payment at the Saddal Exclusive Jewelry branch or by payment in advance of (part of) the principal amount of the agreement in cash. via the bank; this is at the discretion of Saddal Exclusive Jewelry

If the buyer is in default of any obligation towards Saddal Exclusive Jewelry, he is obliged to fully reimburse Saddal Exclusive Jewelry for the judicial and extrajudicial costs - including the costs of legal assistance and advice prior to the procedure. The extrajudicial costs to be reimbursed by the buyer are set at at least 15% of the amount payable by the buyer to Saddal Exclusive Jewelry, with a minimum of € 300 excl. VAT.

Any amount received from the buyer will first serve to settle any interest and costs owed as referred to in Article 6.4, and subsequently to the principal amount due in order of age. Subsequently, any amount received from the buyer will serve to settle any claims that Saddal Exclusive Jewelry may have on the buyer in respect of which Saddal Exclusive Jewelry has not stipulated a retention of title in accordance with Article 9.

If Saddal Exclusive Jewelry, after the buyer is in default, sends payment reminders or other requests for payment to the buyer, this does not affect the provisions of this article.

Article 7. Inspection and complaints

The buyer is obliged to carefully check the products immediately upon delivery (i.e. when the buyer could exercise actual control over the products) to determine whether the correct product, the correct quantity and the correct type have been delivered. In addition, the buyer is obliged to carefully inspect the products immediately upon delivery for visible defects and damage. Complaints about the products must be reported by the buyer to Saddal Exclusive Jewelry immediately, but no later than two months after discovery of the complaint(s), under penalty of forfeiture of the right to complain. This report must at least indicate where and when the product was purchased, must be accompanied by the original purchase receipt and must state the reason for the claim. Furthermore, the report contains, as far as possible, the serial number of the product.

Saddal Exclusive Jewelry is not obliged to handle complaints about deviations regarding the delivered products that reach it later than two months after discovery of the complaint(s) by the buyer.

After discovering any defect, the buyer is obliged to immediately discontinue the use, processing and/or processing of the products in question and to do everything reasonably possible to prevent (further) damage.

The buyer will provide all cooperation necessary to investigate the complaint, including by giving Saddal Exclusive Jewelry the opportunity to conduct an investigation into the circumstances of the use, processing and/or processing.

If the buyer does not cooperate or otherwise investigation is not (or no longer) possible for Saddal Exclusive Jewelry, the complaint will not be processed and the buyer has no claims in this regard. If the complaint is found to be unfounded by Saddal Exclusive Jewelry, the costs of investigating the complaint will be borne by the buyer.

The buyer cannot derive any rights from handling a complaint.

The buyer is not free to return the products before Saddal Exclusive Jewelry has agreed to this. The reasonable costs of return will only be borne by Saddal Exclusive Jewelry if the complaint has been filed in a timely, correct and justified manner.

If the buyer complains about defects in a product in a timely, correct and justified manner, the resulting liability is expressly limited to the provisions of Articles 9 and 14.

Article 8. Delivery of goods by buyer

If the buyer supplies items, goods and/or raw materials on the basis of which Saddal Exclusive Jewelry will create a product (hereinafter in the context of this article: “items”), Saddal Exclusive Jewelry will inform the buyer of the suitability of those business and buyer point out any risks regarding the production process.

The legal provisions and provisions in these Terms and Conditions regarding warranty and conformity are expressly not applicable to items supplied by the buyer as part of products created using those items, unless otherwise agreed in writing.

For the period that the goods supplied by the buyer are in the possession of Saddal Exclusive Jewelry, the risk for loss, theft, damage, as well as damage, damage and/or destruction during the production process remains at the risk of the buyer, and is Saddal Exclusive Jewelry is never obliged to pay any compensation in this regard.

Article 9. Obligations of Saddal Exclusive Jewelry & Warranty

Saddal Exclusive Jewelry guarantees that its products have the properties that the buyer can expect in view of the information provided by Saddal Exclusive Jewelry regarding use, quality and performance for one year after purchase, provided that these products are used normally and carefully and all for the purpose instructions given in the use of the products and other regulations included in the agreement and these Terms and Conditions are strictly and fully complied with. Minor deviations common in the industry with regard to specified sizes, weights, numbers, parts, colors and other similar data do not count as shortcomings and do not affect the conformity of the delivered products. However, after six months after purchasing the products and/or services, the burden of proof for non-conformity rests with the buyer and no longer with Saddal Exclusive Jewerly.

Saddal Exclusive Jewelry will decide within 21 calendar days whether a complaint is justified or unfounded and will inform the buyer of this in writing. Provided that a complaint has been filed in a timely, correct and in accordance with the provisions of Article 7 [check when renumbering] and this article and it appears that the complaint is well-founded, the buyer has the choice of either having the products or parts thereof found to be defective replaced upon return. by having new or equivalent replacement products or parts, or by having the products in question properly repaired - and, if necessary, making adjustments to the products to be repaired - or by refunding an appropriate part of the agreed price or the invoiced amount (partially ) to be credited. By fulfilling one of the aforementioned performances, Saddal Exclusive Jewelry is fully discharged of its obligations.

The buyer or a third party cannot assert any right under this article if changes or repairs have been made to the products without the prior written permission of Saddal Exclusive Jewelry, parts not supplied by Saddal Exclusive Jewelry have been installed, the products have been used for purposes other than for which they are intended, or whether the products have otherwise been improperly treated or maintained.

Furthermore, damage arising as a result of normal use or wear and tear, water damage is expressly excluded from the warranty (unless and insofar as it has been expressly stated by Saddal Exclusive Jewelry that the product is “waterproof” and/or “waterproof”, which expressly does not include the term “water resistant”. ” or a related term) and damage that is not caused by a factory and/or production error.

In the event of replacement or repair, the warranty periods of the original product remain in force and this does not lead to a new or extension of warranty periods.

Saddal Exclusive Jewelry does not recognize any guarantees other than the guarantees described in this article and article 7.

Article 10. Ownership

Products delivered by Saddal Exclusive Jewelry remain the exclusive property of Saddal Exclusive Jewelry as long as the buyer has not fully fulfilled all obligations, including payment obligation(s), that rest with the buyer under the agreement(s) concluded between Saddal Exclusive Jewelry and the buyer ( and) or will rest. Ownership of the products will only be transferred to the buyer after full compliance with all obligations, including the payment obligation(s) by the buyer towards Saddal Exclusive Jewelry.

If the law of the country of destination of the purchased goods has more far-reaching options for the retention of title than stated above in paragraph 1, the parties agree that these more far-reaching options are deemed to have been agreed on behalf of Saddal Exclusive Jewelry, with the understanding that that if it cannot be objectively determined to which more far-reaching rules this provision relates, the provisions above in paragraph 1 and the rest of this article continue to apply.

Before ownership of the products has been transferred to the buyer, the buyer is not entitled to pledge, otherwise dispose of or encumber the products or to grant rights to them to third parties. The buyer is only entitled to sell or deliver the products owned by Saddal Exclusive Jewelry to third parties to the extent this is necessary in the context of the buyer's normal business operations. The buyer will inform his customer of the ownership rights of Saddal Exclusive Jewelry.

If and as long as Saddal Exclusive Jewelry is the owner of the products, the buyer will store and/or keep the products in such a way that it is clear at all times that they belong to Saddal Exclusive Jewelry. Before the intended transfer of ownership, Saddal Exclusive Jewelry has the right to access the products it owns at all times, wherever they are located. Buyer will inform Saddal Exclusive Jewelry upon Saddal Exclusive Jewelry's first request where the products owned by Saddal Exclusive Jewelry are located. The buyer will furthermore immediately inform Saddal Exclusive Jewelry in writing if the products are (at risk of) being seized or if a claim is otherwise made on the products.

The buyer will cooperate with all measures that Saddal Exclusive Jewelry wishes to take to protect its right of ownership with regard to the delivered products.

In the event of attachment, (provisional) suspension of payment or bankruptcy, the buyer will immediately inform the attaching bailiff, administrator or curator of the (ownership) rights of Saddal Exclusive Jewelry. The buyer ensures and guarantees that any seizure of the products is lifted without delay.

As soon as the buyer fails to fulfill one or more of his obligations towards Saddal Exclusive Jewelry, all claims against the buyer become immediately and fully due and Saddal Exclusive Jewelry is entitled, without any notice of default or judicial intervention, to enforce the rights arising from its retention of title. This is without prejudice to Saddal Exclusive Jewelry's suspension rights in accordance with Article 12 and without prejudice to its right to full compensation and interest and costs as referred to in Article 6.

Article 11. Brands / intellectual property rights / advertising material

The provisions of this article apply unless expressly agreed otherwise in writing by the Parties, by means of an appropriate deed signed by the Parties.

All possible intellectual and industrial property rights to the services, products and/or other materials developed or made available under the agreement, such as designs, documentaries, formats, reports, quotations, as well as preparatory material thereof, rest exclusively with Saddal Exclusive Jewelry, its licensors or their suppliers and buyer also acknowledges this.

The agreement therefore in no way provides for the transfer of any intellectual and/or industrial property rights of the services and/or products of Saddal Exclusive Jewelry to the buyer. To the extent necessary for the delivery of the services, the buyer only obtains the rights of use with regard to services actually used by the buyer.

To the extent that Saddal Exclusive Jewelry develops services in the context of the agreement that are not used by the buyer, these services remain outside the right of use, unless the Parties agree otherwise in writing. Any other or more far-reaching right of the buyer to reproduce or publish these services or materials is excluded. A right of use granted to the buyer in accordance with the provisions of the Agreement is non-exclusive and non-transferable and cannot be (sub)licensed to third parties.

To the extent that licenses have been obtained from third parties for the services, the license conditions of these third parties apply. The licensing conditions of Saddal Exclusive Jewelry will in that case be adjusted accordingly with regard to the rights of these third parties.

Unless otherwise agreed, the Agreement does not include conducting research into the existence of intellectual or industrial property rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the buyer.

Unless the services are not suitable for this, Saddal Exclusive Jewelry is at all times entitled to mention or remove its name on or with the services and/or products and the buyer is not permitted to use the services without prior permission. to make public or reproduce mention of the name of Saddal Exclusive Jewelry.

Saddal Exclusive Jewelry may always oppose any deformation, mutilation or other damage to its works that could harm the honor or name of Saddal Exclusive Jewelry or its value in this capacity.

Unless otherwise agreed, the working drawings, illustrations, prototypes, models, molds, designs, design sketches, formats, films and other materials or (possibly electronic) files created by Saddal Exclusive Jewelry within the framework of the agreement remain the property of Saddal. Exclusive Jewelry, regardless of whether these have been made available to the buyer or to third parties.

10.Buyer obtains the license rights as expressly stated in the agreement. All unnamed licensing rights remain with Saddal Exclusive Jewelry at all times. The licensing rights are further assessed restrictively by the Parties, whereby the interpretation of these rights is always interpreted in favor of Saddal Exclusive Jewelry.

11. Without prejudice to the provisions of paragraph 10, the buyer is therefore prohibited from copying and/or reproducing a product and/or service, in whole or in part, in original or modified form or in any way whatsoever. Unless the parties expressly agree otherwise in writing.

12. From the moment that the buyer does not (in whole or in part) fulfill his payment obligations under the agreement or is otherwise in default, the buyer is no longer permitted to use the services made available and any license granted to the buyer under the agreement, unless the LP's shortcoming is of minor significance in the light of the entire agreement.

13. Saddal Exclusive Jewelry, taking into account the interests of the buyer, has the unrestricted freedom to use the services for its own publicity or promotion, in any form whatsoever.

14.Saddal Exclusive Jewelry declares that to the best of its knowledge, the products and services do not infringe the intellectual property rights of third parties applicable in the Netherlands. In the event of claims from third parties regarding an infringement of such rights, Saddal Exclusive Jewelry can, if necessary, replace or change the product or service in question, or dissolve the agreement in whole or in part.

15. The buyer undertakes to use any (trade) brand, trade name or trade mark used by Saddal Exclusive Jewelry or any fantasy name or word combination, of which the said brands or trade names form part and to which Saddal Exclusive Jewelry is the entitled party, exclusively for transactions relating to to the products supplied by Saddal Exclusive Jewelry.

16. The buyer is not permitted to remove, supplement or change any brand, license plate, letters, numbers and/or indications applied by Saddal Exclusive Jewelry to the product and the packaging; unless the Parties have expressly agreed this.

Article 12. Suspension / dissolution / termination

If the buyer does not, does not properly or does not timely fulfill any obligation arising for him from any agreement or from these Conditions, the buyer is in default without notice of default, all claims of Saddal Exclusive Jewelry on the buyer are immediately and fully due and Saddal Exclusive Jewelry is entitled to suspend the execution of any agreement with the buyer until compliance by the buyer has been sufficiently assured in the opinion of Saddal Exclusive Jewelry or to dissolve any agreement(s) with the buyer in whole or in part, without any obligation to pay damages or compensation otherwise to buyer.

In the event of bankruptcy, impending bankruptcy, (provisional) suspension of payments, substantial change to the buyer's corporate structure (such as business takeover or reorganization) or placement under guardianship of the buyer or closure and/or liquidation of the buyer's company, all its obligations will be terminated. immediately and in full towards Saddal Exclusive Jewelry and Saddal Exclusive Jewelry is entitled at its own discretion, without any obligation to pay damages or compensation otherwise and without prejudice to the other rights accruing to Saddal Exclusive Jewelry, to suspend the execution of any agreement and/or entire and partial termination of any agreement.

If the relationship / agreement(s) between buyer and Saddal Exclusive Jewelry is terminated, in any way and for any reason, all claims of Saddal Exclusive Jewelry on the buyer are immediately due and payable and the buyer will immediately have to pay all outstanding claims to Saddal Exclusive Jewelry, for which it will be held liable if it fails to do so.

Article 13. Force majeure

In the event of strike, stagnation, fire, destruction of products en route, water damage, government measures, riot, delay in shipping abroad, delay in supply, export ban, war, mobilization, transport barriers, export barriers, import barriers and all (other) cases of force majeure, Saddal Exclusive Jewelry can either extend the delivery time for the duration of the obstacle, or cancel the sale to the extent that it is affected by the obstacle, or conclude another agreement with the buyer.

If an obstacle occurs, Saddal Exclusive Jewelry will inform the buyer within 10 days at the written request of which option applies.

In the event of force majeure, the buyer is not entitled to any compensation or compensation otherwise, even if Saddal Exclusive Jewelry may have any advantage as a result of force majeure.

Article 14. Liability and indemnification Saddal Exclusive Jewelry

Saddal Exclusive Jewelry is only liable for damage to the products, as stated in this article.

Orders must be provided by the buyer as accurately as possible and in writing. For misunderstandings, mutilations, delays or improper transmission of orders, regardless of the reason for this, and communications in traffic between Saddal Exclusive Jewelry and the buyer, or between Saddal Exclusive Jewelry and third parties, insofar as they relate to the relationship between Saddal Exclusive Jewelry and buyer, Saddal Exclusive Jewelry is not liable, unless and insofar as there is intent or gross negligence on the part of Saddal Exclusive Jewelry.

Without prejudice to the other provisions of the Conditions, the total contractual and legal liability of Saddal Exclusive Jewelry is at all times limited to compensation for direct damage up to a maximum of the amount of the price stipulated for that agreement (excluding VAT), with the understanding that if Saddal Exclusive Jewelry is liable on the basis of the paragraphs of this article and it has insured itself against this damage in a usual manner, any liability is at all times limited to the amount that is paid out under this insurance in a particular case to the extent that would lead to a lower compensation from Saddal Exclusive Jewelry. It also applies that this amount can never be claimed cumulatively in addition to any undo obligation in the event of dissolution. In that case, only the amount of the cancellation obligation applies to the buyer. This is expressly without prejudice to the provisions of Article XX.

Liability of Saddal Exclusive Jewelry for indirect damage, including consequential damage, lost profit, lost turnover, environmental damage, immaterial damage, missed savings and damage due to business stagnation is excluded.

Saddal Exclusive Jewelry stipulates all legal and contractual defenses that it can invoke to defend its own liability towards the buyer, including for the benefit of its suppliers, subordinates and non-subordinates for whose conduct it will be liable under the law.

The condition for the existence of any right to compensation is that the buyer reports the damage in writing to Saddal Exclusive Jewelry as soon as possible after it has occurred, but no later than within 7 calendar days in accordance with Article 7.

Article 15. Changes and deviations from the Terms and Conditions

Deviations from these Terms and Conditions are only effective if confirmed in writing by Saddal Exclusive Jewelry.

In the event of a conflict between the agreement and the Terms and Conditions, the agreement always prevails, unless expressly stated otherwise in the agreement.

If one or more provisions of these Terms and Conditions are deviated from, the remaining provisions will remain in full force and effect.

If Saddal Exclusive Jewelry expressly or tacitly allows deviations from these Terms and Conditions on any point and/or part for a shorter or longer period of time, this will not affect Saddal Exclusive Jewelry's right to immediate and strict compliance with the Terms and Conditions for the future. Even if Saddal Exclusive Jewelry has not or not fully exercised one or more of its rights under these Terms and Conditions during a period, the buyer cannot derive any rights from this for the future.

Article 16. Applicable law and disputes

These Terms and Conditions, as well as the agreement, are exclusively governed by Dutch law.

All disputes that may arise between the parties under or in connection with an agreement covered by these Terms and Conditions will in the first instance be adjudicated by the competent court in the Netherlands.

The applicability of the Vienna Sales Convention 1980 (CISG) is excluded.

Article 17. Authentic Language

In the event of any conflict between the Dutch text of these Terms and Conditions and a translation thereof, only the Dutch text will apply.

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