General Terms and Conditions.

Article 1 - General

1.1. These terms and conditions apply to every offer, legal relationship or (to be concluded) Agreement, as well as the execution thereof, in which Hofman acts towards a Customer.

1.2. The Customer with whom an agreement has once been concluded under these conditions accepts the applicability of these conditions to all subsequent requests, quotations, orders and purchase orders of Hofman and Agreements between Hofman and the Customer.

1.3. Changes to the Agreement concluded between Hofman and the Customer and deviations from these general terms and conditions will only be effective if they have been agreed in writing between Hofman and the Customer.

Article 2 - Definitions

2.1. Where reference is made in these general conditions to 'Hofman' this shall be understood to mean:

Hofman Animal Care B.V. (also trading under the name Boerenwinkel.nl, Sticky Trap, The Dutch Dog and Hofman Pest Control), registered in the trade register of the Chamber of Commerce under number 08103011, Holland Animal Care B.V., Vet Animal Care B.V. or Agridrogist B.V., depending on who enters into the Agreement with the Customer, located in Enter at De Leemkoele 2, 7468 DM, email address info@hofmananimalcare.nl, telephone number +31 548 545277.

2.2. Where these terms and conditions refer to 'Customer', this means the natural person or legal entity with whom Hofman has entered into an Agreement or to whom Hofman has made an offer.

2.3. Where these terms and conditions refer to 'Agreement', this means the agreement between Hofman and the Customer, including these general terms and conditions which form part of the Agreement.

2.4. Where these terms and conditions refer to 'Delivery', this means the entirety of the order or assignment and the delivery or completion of the goods or services purchased or sold and the completion of the work.

2.5. Where these terms and conditions refer to 'Own brands', this means the brands used by Hofman or its affiliated companies, including but not limited to Eat Slow Live Longer, Dog Comets, PoopyGo, Royal Dry as well as the own brands that are mentioned as such on www.hofmananimalcare.nl.

Article 3 - Formation of agreement

3.1. All quotations and offers made by Hofman are without obligation. Hofman is entitled to revoke its offer up to two working days after the acceptance of the offer has reached it.

3.2. An Agreement only comes into being when Hofman confirms it to the client in writing (including by email) or by telephone, or when Hofman commences performance of the Agreement. If the Agreement has not been confirmed to the client in writing, the fact that Hofman has delivered goods provides compelling evidence of the existence of an Agreement with the client. The content of the invoice sent by Hofman is then deemed to correctly reflect the Agreement.

Article 4 - Delivery and delivery times

4.1. The delivery times and deadlines specified by Hofman are only indicative and not deadlines.

4.2. Hofman is entitled to deliver an order in parts and to charge the Customer for those parts separately. For the application of these terms and conditions, each partial delivery will be regarded as an independent delivery.

Article 5 - Quality and warranty

5.1. The product information provided by Hofman to the Customer of cases concerns indicative averages from which deviation is possible. Product information does not concern guarantees with respect to the performance to be performed by Hofman or the operation of the goods. Deviations from it therefore do not constitute a failure by Hofman to comply with the Agreement.

5.2. The quality, quantity and weight as determined by or on behalf of Hofman at the time of delivery are proof of whether the delivery complies with the Agreement, subject to evidence to the contrary to be provided by the Customer.

Article 6 - Prices

6.1. All amounts stated by Hofman in offers, quotations, order confirmations or otherwise are, unless explicitly stated otherwise, exclusive of VAT and any levies and/or duties.

6.2. If and insofar as no price has been agreed upon between the parties, the sales price prevailing at Hofman on the day of Delivery shall apply between the parties.

6.3. Hofman shall be entitled to unilaterally increase the agreed price or otherwise deviate from the offer made if the factors that determine the cost price have changed after the Agreement has been concluded. These include but are not limited to factors such as: purchase prices, wages, social and governmental costs, transport costs (including in particular fuel prices), insurance premiums, exchange rates, import duties, taxes, levies and duties, even if the increase thereof was foreseeable at the time the Agreement was concluded. If the price increase referred to here is more than 10% of the agreed price, Customer is entitled to dissolve the agreement within eight days of the announced price increase.

Article 7 - Payment

7.1. Unless explicitly stated otherwise on the invoice, Customer is subject to a payment term of fourteen days from the invoice date. Customer expressly waives any rights of setoff or suspension, on any grounds whatsoever.

7.2. Hofman is entitled at all times to require security or full or partial payment in advance for the Customer's payment obligations before proceeding with Delivery.

7.3. In the following cases, Hofman's claims are immediately due and payable and the Customer is immediately in default:

- Customer fails to perform one or more of its obligations under the Agreement in a timely or complete manner;

- A bankruptcy petition has been filed against Customer, Customer has gone bankrupt or has applied for suspension of payments or has filed a petition for statutory debt restructuring;

- Property or claims of Customer are attached;

- The (legal entity of) Customer is dissolved or liquidated.

7.4. All goods delivered or to be delivered by Hofman to the Customer remain the property of Hofman until the Customer has fulfilled all its (payment) obligations to Hofman. Until that time, the client is only deemed to 'hold' goods for Hofman.

7.5. As long as the client has not acquired ownership of the delivered goods, the client is only entitled to resell or process these goods if this is part of the normal conduct of its business. The Customer is not permitted to pledge the goods delivered by Hofman that are subject to retention of title or to establish any other right to them. The parties declare that they intend this clause to have the effect of property law in the sense of Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 8 - Advertising

8.1. Customer is obliged at the time of Delivery to check (or have checked) whether the delivered items comply with the Agreement.

8.2. Complaints relating to defects that are apparent at Delivery must be made known by Customer immediately on the proofs of delivery (such as the waybill), failing which Customer's right of complaint relating to those visible defects lapses.

8.3. Complaints with respect to defects that were not apparent upon Delivery must be notified to Hofman in writing, stating reasons, no later than seven days after Delivery, but in any case prior to the time at which the Customer uses the delivered goods within its business. If this term is exceeded, the Customer's right of complaint will lapse.

8.4. Items complained about by the Customer must be returned by the Customer to Hofman unused, unmixed and unprocessed in the manner specified on www.hofmananimalcare.nl/dealer-retour.

8.5. If a complaint is found to be well-founded, Hofman reserves the right to replace the delivered goods or to refund all or part of the invoice amount.

8.6. The submission of a complaint, regardless of whether it is well-founded, does not release the Customer from its payment obligation to Hofman. The Customer is not permitted to set off claims of the Customer (alleged or otherwise) against claims of Hofman.

Article 9 - Liability

9.1. Hofman's obligation to compensate losses on any basis whatsoever is limited to those losses against which Hofman is insured under an insurance policy it has taken out. However, the extent of this will never exceed the amount paid out under this insurance in the case in question plus the excess applicable to that event, with due observance of the provisions below in this Article 9.

9.2. If and insofar as Hofman is not entitled to invoke Article 9.1 (for example, because the insurer does not provide cover), Hofman's liability will in all cases be limited to the amount invoiced by Hofman for the performance that forms the basis for the liability, with a maximum of € 10,000.00 unless there is intent or deliberate recklessness.

9.3. Hofman will under no circumstances be liable to the Customer for indirect loss (including loss of business, loss of profit, loss of goodwill, loss of subsidies, missed savings or costs associated with any 'recall' of items, et cetera). Customer shall take out adequate insurance against such risks.

9.4. If Hofman advises the Customer on the development of a private label or develops a private label for a Customer or provides assistance in doing so, Hofman shall under no circumstances be liable to the Customer for damage incurred by the Customer as a result of infringement by or on account of the private label of intellectual property rights of third parties, such as trademark rights and trade name rights, among others.

9.5. The Customer shall indemnify Hofman against all claims of third parties in view of the goods and services provided by Hofman to the Customer.

9.6. At Hofman's first request, the Customer shall fully cooperate with any 'product recall' initiated by Hofman, regardless of whether the Customer has already delivered or supplied the items supplied by Hofman to third parties.

Article 10 - Other provisions

10.1. If any of the provisions of these Terms are found to be invalid, this shall not affect the validity of the other provisions.

10.2. The Customer and its affiliated (legal) persons are permitted to offer items delivered or to be delivered to the Customer by Hofman via its own online webshop. However, the Customer and its affiliated legal entities and natural persons are not permitted to offer goods delivered or to be delivered to the Customer by Hofman under its own brand via third-party webshops or third-party digital platforms (including but not limited to Marktplaats, Bol.com and Amazon).

10.3. If the provisions in paragraph 2 of this article are breached, the client will be in default without notice of default and the client will forfeit to Hofman a penalty of € 25,000 for each breach, to be increased by a penalty of € 2,500 for each day that the breach continues, without prejudice to Hofman's right to claim compensation for its full losses instead.

Article 11 - Applicable law and choice of forum

11.1. The legal relationship (including the Agreement) between Hofman and the Customer is exclusively governed by Dutch law.

11.2. The 1980 United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is expressly not applicable to the Agreement concluded between Hofman and the Customer or Seller. The effect of this Convention is excluded.

11.3. Any dispute arising from the Agreement concluded between Hofman and the Customer or Seller, including the collection of a claim, will be subject exclusively to the opinion of the competent court of the Overijssel District Court, Almelo location.