General Terms and Conditions

Hotto Brands Group B.V.

1. Definitions

1. Hotto Brands Group B.V.: Hotto Brands Group B.V., established in Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under number 99429381.

2. Customer: Any legal entity with whom Hotto Brands Group B.V. enters into an agreement.

3. Parties: Hotto Brands Group B.V. and the Customer jointly.

4. Hotto Brands Group B.V. operates exclusively on a B2B basis and does not engage in consumer sales.

2. Applicability

1. These General Terms and Conditions apply to all offers, quotations, agreements, deliveries and services provided by or on behalf of Hotto Brands Group B.V.

2. Deviations are only valid if expressly agreed in writing.

3. Any general or purchasing conditions of the Customer are expressly excluded.

3. Prices and Payment

1. Unless agreed otherwise, all prices are stated in euros and are exclusive of VAT, duties and other levies.

2. Payment must be made without deduction or set-off within the agreed payment term.

3. In the event of late payment, statutory commercial interest applies.

4. All reasonable extrajudicial and judicial collection costs shall be borne by the Customer.

5. In case of liquidation, bankruptcy or suspension of payment, all outstanding claims become immediately due and payable.

4. Suspension and Termination

1. Hotto Brands Group B.V. is entitled to suspend its obligations if the Customer fails to meet its payment or other contractual obligations.

2. Termination of an agreement is only possible following written notice of default and to the extent permitted under Dutch law.

5. Delivery, Risk and Transport

1. Delivery terms are agreed on a case-by-case basis and interpreted in accordance with the applicable Incoterms® rules.

2. Risk transfers to the Customer at the agreed delivery moment.

3. The Customer must inspect goods immediately upon receipt and report any visible defects without delay.

6. Storage

1. If the Customer fails to take delivery on time, storage is at the Customer’s risk and expense.

2. Additional storage and handling costs may be charged separately.

7. Retention of Title

1. All delivered goods remain the property of Hotto Brands Group B.V. until full payment has been received.

2. In case of default, Hotto Brands Group B.V. is entitled to reclaim delivered goods.

8. Warranty and Complaints

1. Only manufacturing or material defects are covered by warranty.

2. No warranty applies to normal wear, improper use or external causes.

3. Complaints must be submitted in writing within one (1) month after delivery, accompanied by sufficient documentation.

9. Liability

1. Hotto Brands Group B.V. is only liable in cases of intent or gross negligence.

2. Liability is limited to direct damages only.

3. Indirect damages, including loss of profit, business interruption or consequential loss, are excluded.

4. Liability is limited to the invoice value of the relevant transaction or the amount paid out under insurance, whichever is lower.

5. Visual materials and product descriptions are indicative and non-binding.

10. Indemnification

The Customer indemnifies Hotto Brands Group B.V. against all third-party claims arising from the use, resale or distribution of delivered goods.

11. Governing Law and Jurisdiction

1. All agreements are governed exclusively by Dutch law.

2. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

3. Any disputes shall be submitted to the competent court in Amsterdam, the Netherlands.