General terms and conditions of sale and delivery

As applied by Agenturen en Handelsmij. Scheepers B.V. (Chamber of Commerce no. 12021693).

Art.1 Definitions

Buyer: PartyXplosion' counterparty in any legal relationship concerning the purchase of Products;

Products: the items which PartyXplosion sells and supplies to the Buyer;

PartyXplosion: PartyXplosion B.V., having its registered office in Sevenum, as well as its affiliates;

Terms and Conditions: these general terms and conditions of sale and delivery.

Art.2 Applicability

2.1 These Terms and Conditions apply to all legal relationships between PartyXplosion and the Buyer, including all offers made by PartyXplosion to the Buyer in whatever form (verbally, in writing or by electronic means).

2.2 Any applicability of the terms and conditions used by the Buyer is expressly rejected.

Art.3 Formation

3.1 An agreement between PartyXplosion and the Buyer will not be formed until PartyXplosion sends the Buyer a written confirmation in which the Buyer's order is confirmed.

3.2 Every offer made by PartyXplosion to the Buyer will be free of obligation and will expire if it has not been accepted in writing within 14 days of being dispatched to the Buyer.

3.3 Any additions to and amendments of the agreement between PartyXplosion and the Buyer will only have effect if these additions/amendments have been ratified by PartyXplosion in writing.

3.4 Until the moment of delivery of the (first batch of) Products, the Buyer will be entitled to cancel the order. In that case, the Buyer will owe Scheepers a fee equalling 30% of the invoice value of the complete order.

Art.4 Prices

4.1 All prices charged by PartyXplosion for Products are denominated in euro, exclusive of VAT and other taxes and government levies, and exclusive of any transport costs that may apply, and are subject to errors and changes.

4.2 The table of shipping costs applied by PartyXplosion on its website is only an indication of the expected shipping costs. PartyXplosion is entitled to charge the actual shipping costs.

Art.5 Delivery

5.1 A delivery date agreed by PartyXplosion will never be a final deadline. PartyXplosion will endeavour to approximate the delivery date, but will not be liable for damage caused by delivery on a later date.

5.2 Delivery shall take place ex works/shop/warehouse of the Supplier. The risk of the goods shall transfer to the customer at the time goods are handed over to the carrier. PartyXplosion is authorized by the Customer to conclude a transport- and insurance contract on behalf of the Customer.

5.3 Unless agreed to in writing, the goods will be delivered to the customer’s business address. The supplier reserves the right to invoice the delivery costs separately upon delivery.

Art.6 Complaints and returns

6.1 The Buyer is obliged to check the Products for defects and damage immediately after delivery. The Buyer must communicate any complaints it has in respect of the Products to PartyXplosion in writing within 10 days of delivery of the Products, stating its reasons (photographs), on penalty of the Buyer forfeiting its right.

6.2 Small differences in the Products that cannot be prevented from a technical perspective or are permissible according to currently prevailing opinion (such as colour deviations) do not constitute a ground for complaint.

6.3 Products that have already been used and/or have been divested of their original packaging and labels cannot be returned. The Buyer will only be entitled to return Products after PartyXplosion has confirmed in writing that it is prepared to take the Products back. This confirmation does not imply acceptance of the correctness of the complaint. It is not until after the returned Products have been delivered to PartyXplosion' address that these Products will again be at PartyXplosion' expense and risk. PartyXplosion will check the Products upon their return and, following this check, inform the Buyer whether or not the claim is justified. The Buyer will bear the costs of returning the Products, unless PartyXplosion considers the complaint to be justified, in which case PartyXplosion will reimburse the Buyer for the reasonable shipping costs of the Products.

Art.7 Invoicing and payment

7.1 Unless agreed otherwise and in writing all deliveries are based on payment in advance.

7.2 In case another than payment in advance payment term has been agreed, and the payment fails to occur by the Customer within the 14-day period, the Customer shall be held in default by operation of law. From the moment the Buyer is in default, the Buyer will owe default interest equalling 1% of the overdue amount per month or part of each month that the default continues. In addition, the Buyer will owe extrajudicial costs equalling 15% of the overdue amount, with a minimum of EUR 150, as well as all judicial costs and reasonable legal fees.

7.3 In the event of the Buyer defaulting, PartyXplosion will be entitled immediately to suspend the fulfilment of all its obligations existing towards the Buyer or to terminate the agreement, such at PartyXplosion' discretion.

7.4 The Buyer will not be entitled to offset any amount it is owed by PartyXplosion against what it has to pay by virtue of any invoice. The Buyer will never be entitled to suspend its obligations towards PartyXplosion.

Art.8 Retention of title

8.1 All the Products which PartyXplosion supplies to the Buyer will remain the property of PartyXplosion until the Buyer has paid PartyXplosion all the amounts it owes PartyXplosion on whatever grounds. .

8.2 The Buyer is obliged to take out adequate insurance in respect of the Products and to store them with due care, among other things by storing the Products as the identifiable property of PartyXplosion.

8.3 The Buyer has no right of retention.

Art.9 Liability and force majeure

9.1 PartyXplosion will not be liable for damage resulting from the Products it has supplied, unless this damage was caused by wilful misconduct or gross negligence on PartyXplosion' part, in which case liability will be limited to the direct damage. Any liability for indirect damage, including consequential damage and loss of profits, is excluded.

9.2 Furthermore, PartyXplosion' liability will be limited to the pay-out awarded to PartyXplosion by the insurer in relation to the harmful event concerned, to be increased by PartyXplosion' excess under that cover. If PartyXplosion' insurer refuses to pay out, or if the damage is not covered by any insurance, PartyXplosion' liability will be limited to the invoice value of the Products concerned.

9.3 In the event of liability on PartyXplosion' part, PartyXplosion will be free at all times to replace the Products supplied at its discretion, in which case the Buyer will be obliged to accept the replacement supply.

9.4 All claims of the Buyer against PartyXplosion will be subject to a 12-month expiry period.

9.5 Failure in the fulfilment of its obligations cannot be attributed to PartyXplosion in the event of force majeure. Force majeure is understood to mean any circumstance which is beyond PartyXplosion' control and whose nature is such that PartyXplosion cannot be expected within reason to fulfil its obligations. In the event of force majeure, PartyXplosion will be entitled either to defer the delivery date of the Products for an indefinite period or to terminate the agreement with the Buyer, without being obliged to pay the Buyer compensation. If the period of force majeure exceeds three months, PartyXplosion may terminate the agreement without becoming liable for compensation towards the Buyer.

Art.10 Intellectual property right

10.1 The Buyer is not allowed to make use of images, photographs and other visual material of PartyXplosion and of Products sold by PartyXplosion without PartyXplosion' prior written consent.

10.2 PartyXplosion will retain all current and future intellectual property rights in respect of the products. No part of the agreement or these Terms and Conditions envisages a transfer of rights, unless this has been explicitly agreed otherwise.

Art.11 Dutch version is leading

11.1 These Terms and Conditions are also available in languages other than Dutch (English and German). In the event of discrepancies between the Dutch text and the translation, and in the event of disputes, the Dutch text will be leading between the parties.

Art.12 Applicable law and choice of forum

12.1 All offers made by PartyXplosion and all agreements concluded between PartyXplosion and Buyers will be governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.

12.2 The competent judge of the District Court of Limburg, location Roermond, has exclusive jurisdiction to hear all disputes relating to or arising from any offer made by PartyXplosion and any agreements between PartyXplosion and Buyers.