General Terms & Conditions of Purchase of Retail Unie B.V.

Section 1. Definition

1.1. The following terms shall have the meaning as set out thereafter:

a) Agreement: any agreement that is formed between Retail Unie and Supplier, or other form of agreement concluded between Retail Unie and a Supplier with regard to the procurement and supply of Products, including any individual Order thereunder;
b) Applicable Law(s): any and all applicable international (e.g. European), national, and local laws, statutes, regulations, conventions, standards and rules, relevant legal requirements, regulatory approvals, permits, and licenses, of each and all applicable countries where Supplier (including any Sub-supplier) is based, and where the Products are to be manufactured, used, delivered, or sold to or by Retail Unie;
c) Confidential Information: all information relating to Retail Unie, the Products, the existence and the content of the Agreement and any information of a confidential nature provided by Retail Unie or otherwise acquired by Supplier in the context of the Agreement, including any reference to a past or present relationship;
d) Defective Products: Products that are delivered to Retail Unie and/or rejected by Retail Unie and/or returned to Retail Unie by customers or consumers, that fails to meet required legal, safety and/or quality standards, such as but not exclusively: Products that (i) do not meet the Specifications, or any customary conditions, requirements or specifications in addition (ii) deviates from its intended design or sample, or mock-up, (iii) are defective, damaged or not working, (iii) do not comply with any warranties made by Supplier, or (iv) are otherwise non-conforming or unfit for purpose;
e) Delivery Date: the specific date on which the Products are expected to be delivered by Supplier at the Delivery Location as confirmed by Retail Unie in the Agreement or by other means in Writing;
f) Delivery Location: the specific location where the Products are to be delivered by Supplier, as assigned by Retail Unie in the Agreement or by other means in Writing;
g) GDPR: the Regulation (EU) 2016/679, including any applicable legislation implementing or supplementing the same or otherwise relating to the processing of personal data of natural persons, together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities;
h) Order: An individual order or order confirmation, whether or not based on a sales offer or proposal of Supplier submitted by Retail Unie in Writing for the delivery of Products, including descriptions, quantities, pricing and delivery timelines. Any mention of Supplier’s sales offer or proposal in the Order is only to integrate product description and specifications from that offer or proposal;
i) Parties: Retail Unie and Supplier together;
j) Products: all goods that are the subject of an Agreement or an Order, and to be supplied by Supplier;
k) Mandatory Recall: a public recall, ordered or enforced by a competent authority or regulatory body, after identifying a defect, a (potential) health or safety risk, and/or violation of any Applicable Law(s), where Products are withdrawn from the market and consumers are officially notified to return the Products to Retail Unie and/or customers;
l) Recall: Voluntary Recall and Mandatory Recall together;
m) Specifications: the agreed specifications, including amongst others, the product, technical, design, and quality specifications of the Products, as set out in the Agreement and/or otherwise, as well as any design or sample, or mock-up, made available to Retail Unie and approved by Retail Unie;
n) Retail Unie: the private limited company Retail Unie B.V., with its principal place of business at Zijperweg 4M, (1742 NE) Schagen, the Netherlands, listed in the Commercial Register of the Dutch Chamber of Commerce under file reference number 89382447;
o) Sub-supplier: any supplier, contractor, or subsequent sub-supplier or subcontractor engaged by the Supplier, directly or indirectly, in the execution or performance of the Agreement;
p) Supplier: every legal entity, including its representatives, agents, successors in title, heirs and employees, as well as every natural person who acts in the course of a business or profession supplying the Products to Retail Unie under the Agreement or with whom Retail Unie is discussing or negotiating the conclusion of an Agreement;
q) T&C: these General Terms and Conditions of Purchase of Retail Unie, as amended from time to time;
r) Voluntary Recall: a recall of the Products, initiated by Retail Unie or its customers, in connection with a defect, a (potential) health or safety risk, or other non-conformity, third-party rights infringement, and/or violation of any Applicable Law(s), where Goods are removed from sale in stores;
s) Written or in Writing: refers to e-mail or letterbox mail, unless explicitly stipulated otherwise in writing or if the context proves otherwise.

Section 2. Applicability of the T&C

2.1. The T&C shall apply to all acts and legal acts between Retail Unie and Supplier such as, but not limited to, Agreements, and transactions and form an integral part thereof, also when those (legal) acts do not result in or are not connected to an Agreement.

2.2. The applicability of any general terms and conditions of Supplier, however they may be named, is hereby explicitly rejected. Any reference to Supplier’s general terms and conditions of sales, or any other terms and conditions, appearing on sales offers, proposals, invoices, packing lists or any other documents sent by Supplier, will remain without effect, unless explicitly agreed otherwise in Writing by the Parties to deviate from Section 2.1 of these T&C. If the Parties agree on an amendment, this amendment applies to the relevant Agreement only.

2.3. If the Agreement is concluded electronically, the text of these T&C may be made available to Supplier electronically, before the distance Agreement is concluded, in such a manner that these can be stored by Supplier on a sustainable carrier in a simple manner. If this is not possible within reason, it will be indicated, before the distance Agreement is concluded, where the T&C may be consulted electronically and that they will be sent electronically or in some other way free of charge at the request of Supplier.

2.4. Any failure or delay by Retail Unie in strictly enforcing compliance with these T&C, shall not be construed as a waiver of Retail Unie’s rights under the T&C or the Agreement. Retail Unie’s rights and remedies remain fully intact and may be exercised at any time, regardless of any past delays or failures to act.

2.5. If any provision of the T&C is at any time fully or partially void, voided or otherwise unenforceable, it will not affect the validity and applicability of the other provisions of the T&C and the Agreement. In that case, the Parties will consult each other in order to agree on new provisions in replacement of the void or voided provisions, observing the purport of the original provisions to the greatest possible extent, except when Retail Unie indicates that the provision in question is of great importance to them, in which case Retail Unie can dissolve the Agreement with immediate effect without being obliged to pay any form of compensation.

2.6. In the event of uncertainties regarding the interpretation of one or more provisions of the T&C, the interpretation must be in the spirit of the T&C. In the event of a situation arising between Parties that is not provided for in the T&C, the situation must be assessed in the spirit of the T&C.

2.7. In case of conflict, the provisions of a separate Agreement relating to the purchase of the Products will prevail over the T&C.

2.8. Provisions of the T&C that, according to their nature, are intended to continue after the end or termination of the Agreement continue to be in full force after termination of the Agreement.

Section 3. Offers and Formation

3.1. An Agreement becomes effective only when Retail Unie has (i) provided in Writing confirmation of the fully executed purchase agreement or (ii) sent an Order, which shall be deemed accepted upon Supplier’s acknowledgement of receipt or confirmation of the Order. Supplier shall be deemed to have confirmed the Order unless Supplier gives Written notice within two (2) business days of receipt.

3.2. In this context, Supplier is not allowed to refuse an Order with a price as stated in Section 4.1 of these T&C, or with a price as agreed in Writing in retrospect.

3.3. Each Order shall specify; (i) Order date, (ii) type of the Products ordered, (iii) quantity of the Products ordered, (iv) the price, (v) Delivery Location, (vi) Delivery Date, and (vii) a specific purchase number (PUR).

3.4. Retail Unie cannot be held to the Order if Supplier should understand within reason that the Order includes a clear mistake, clerical error, or a printing or typesetting error.

3.5. All and any forecasts, estimates, or projections of future product quantities or volume requirements, including the timing thereof, provided by Retail Unie to Supplier are for informal purposes only, are non-binding, and are subject to change based on circumstances.

3.6. When Supplier delivers one or more performance(s) or makes preparations to that end before an Agreement becomes effective, as referred to in Section 3.1, Supplier will do so at his own expense and risk.

3.7. Arrangements or agreements with subordinates of Retail Unie do not have a binding force upon the latter, insofar as they have not been confirmed in Writing by Retail Unie. Within this context, subordinates are taken to mean all employees who do not hold power of attorney. Any additional agreements, changes and/or promises made later will bind Retail Unie only if and insofar as they have been explicitly confirmed by Retail Unie in Writing.

Section 4. Price and Payment

4.1. The prices outlined in the Agreement and Order(s) are fixed for the entire term of the Agreement, and cover all costs related to the supply and delivery of the Products, excluding VAT, unless otherwise specified in Writing. Retail Unie shall not be liable for any extra charges, including but not limited to packaging, samples, storage, transportation, insurance, fees, royalties, taxes, levies, duties (both export and import), or any other expenses, unless otherwise specified in Writing.

4.2. The price that has been accepted by Supplier may not be increased without Retail Unie’s Written consent. Invoices shall be issued after the Products have been delivered at the Delivery Location, unless otherwise expressly agreed in Writing. All invoices shall comply with the invoicing instructions specified in the Agreement.

4.3. Payment by Retail Unie to Supplier shall be made within sixty (60) calendar days after receipt of Supplier’s invoice, or, if shorter, within the maximum payment term allowed under the law applicable to the Agreement or unless expressly agreed otherwise in Writing.

4.4. Retail Unie has the right to set off a claim against a claim of Supplier. Supplier is not entitled to set off a claim of his against a claim of Retail Unie, unless he is permitted to do so by virtue of a final court or arbitration judgement.

4.5. In the event Supplier fails to comply with any obligation pursuant to the Agreement or these T&C, or fails to do so in full, Retail Unie will be entitled to suspend the payment obligation towards Supplier.

4.6. Payment of an invoice, whether in full or in part, shall not constitute Retail Unie’s acceptance of the Products or a waiver of any rights under the Agreement or these T&C. In case of (alleged) late payment by Retail Unie, Supplier shall remain obligated to continue deliveries without suspension or interruption.

4.7. If Supplier delivers up to 10% more than the ordered quantity of Products, the excess amount within this 10% shall automatically transfer to Retail Unie’s ownership, and Retail Unie shall not be required to pay for the excess amount of Products or return them to Supplier.

Section 5. Delivery of Products

5.1 Unless specifically agreed otherwise in Writing, the Products must be delivered at the Delivery Location and Delivery Date(s) as indicated in the Agreement or the Order, in accordance with Delivery Duty Paid (DDP) (Incoterms most recent version), warehouse Retail Unie. Delivery is also taken to include delivery of any and all related documentation required by the Agreement or by Applicable Law.

5.2 The agreed Delivery Date is of the essence. If the Products are not delivered within the agreed Delivery Date, on the agreed Delivery Location, in the agreed quantity and, in compliance with the Agreement, then Supplier shall be in default without any notice to this effect being submitted.

5.3 Supplier will package, load and ship the Products in accordance with any requirements provided by Retail Unie. In the absence of such requirements, Supplier will package, load and ship or transport the Products in a manner sufficient to prevent damage to, or loss of, the Products during shipment or transport and in accordance with any Applicable Laws regarding food, drinks, or veterinary product transportation.

5.4 The Products to be delivered must be accompanied by one or more packing lists that contain references to the Order number, the article number of Retail Unie, the quantity, a description, and where applicable a valid certificate of origin, a valid certificate of analysis or certificate of conformance with the related specifications and Supplier’s product code/list number, and the tariff classification code number. Retail Unie reserves the right to refuse delivery of any Products without these documents.

5.5 Without prejudice to Retail Unie’s right to claim compensation of any damage that its sustains, for each day by which the term for Delivery Date is exceeded, Supplier will owe a penalty that is due on call, without any notice of default being required, equal to 0.05% of the amount of the Order, with a maximum of 10.0% of the amount of the Order, unless it is established that the cause of the term of Delivery Date being exceeded, is attributable to Retail Unie.

5.6 Supplier is not authorized to suspend its obligation to deliver in case Retail Unie commits a breach in respect of its compliance with one or more of its obligations.

5.7 Ownership of and title to the Products shall automatically transfer to Retail Unie upon delivery at the Delivery Location. The risk of loss or damage to the Products shall pass to Retail Unie upon acceptance. Supplier shall have no right to retain or reclaim title to the Products after delivery.

5.8 In case Euro pallets are used for the delivery of the Products, Retail Unie becomes, without charge, the owner of these pallets at the moment of delivery at the Delivery Location. If agreed upon in Writing, Euro pallets may be exchanged by Supplier at the moment of delivery at the Delivery Location if the pallets comply with an exchangeable condition according to the EPAL standard. Euro pallets that do not comply with this standard will be handled as disposable pallets, for which Retail Unie will charge Supplier associated costs. If Euro pallets are not exchanged at the moment of delivery at the Delivery Location, the pallets are also regarded as one-way pallets Supplier is not entitled to the exchange right or other claim regarding the delivered Euro pallets.

Section 6. Acceptance, non-conformity, claims, rejection

6.1 The delivery of the Products and/or the signing of transport on behalf of Retail Unie and/or other delivery documents does not imply acceptance of the Products delivered, nor a waiver by Retail Unie of its rights.

6.2 Retail Unie is not obliged to carry out acceptance checks. Retail Unie is entitled to inspect, or order the inspection of the Products within a reasonable term after delivery on the Delivery Location, on the basis of the agreed Specifications.

6.3 Claims by Retail Unie with respect to the quantity or the quality of the Products delivered by Supplier or for errors in delivery of the Products will be reported by Retail Unie in Writing and should be reported by Retail Unie immediately upon discovery or immediately after receipt of notification from a third party.

6.4 In addition to any other rights Retail Unie may possess, Retail Unie has the right to reject the Products if: (a) a Product fails to meet the Specifications, any other conditions of the Agreement, or Applicable Law, or (b) the Products are not delivered (on time) to the Delivery Location on the agreed Delivery Date.

6.5 In case of rejection, Retail Unie may, at its sole discretion:

(i) purchase replacement products from a third party at the expense of Supplier;
(ii) require Supplier to (a) remedy the non-conformity, within five (5) business days after (notification of) rejection, and at Supplier’s expense, and (b) deliver substitute Products that do comply with the Specifications, any other requirement or condition under the Agreement, and Applicable Law; or,
(iii) instruct the carrier to unload the Products at another location as reasonably designated by Retail Unie, at Supplier’s expense.

In the event of (i) or (ii), Supplier shall take back the rejected Products with immediate repayment of corresponding funds, already paid by Retail Unie to Supplier. Rejected Products shall remain at Supplier’s risk and expense, including but not limited to any associated storage costs. In such case, Supplier shall be obligated to collect the rejected Products within five (5) business days of receiving notice of rejection in Writing. Should Supplier fail to collect the rejected Products within this timeframe, Retail Unie reserves the right to either destroy or return the Products at the Supplier’s expense.

Section 7. Warranties

7.1 Supplier represents, warrants and undertakes to Retail Unie that:

7.1.1 Supplier shall comply with all Applicable Laws in force in the countries of manufacture, supply and/or receipt of the Products and Supplier shall provide Retail Unie with the information reasonably required for or by Retail Unie in order to utilize the Products in compliance with Applicable Laws.

7.1.2 Supplier possesses and/or is in compliance with all necessary licenses, intellectual property rights, permits and approvals required to execute, deliver and perform its obligations under the Agreement.

7.1.3 The Products and their supply, sourcing, manufacture, packaging, sale, delivery or the use by Retail Unie thereof shall not violate and infringe any intellectual property right of any third party.

7.1.4 The Products have been lawfully placed on the market within the European Economic Area (EEA) by the proprietor of the intellectual property rights or with their express authorization, in accordance with Applicable Laws.

7.1.5 The Products, including production and packaging thereof:

(i) are supplied or manufactured in accordance with the Specifications for such Product,
(ii) are of good and consistent quality at all times,
(iii) are free from any fault, defect, or deficiency,
(iv) are fit for the purposes for which they are reasonably expected to be used,
(v) are free from any claims, liens, pledges or other encumbrances,
(vi) are in full compliance with all Applicable Laws.

7.1.6 Supplier guarantees that all data and documents submitted to Retail Unie will be complete and accurate.

7.2 Upon Retail Unie’s first Written request, Supplier shall provide all relevant documents and certificates, including but not limited to a declaration of conformity and technical files related to the Products, demonstrating compliance with Section 14 and/or the warranties outlined in Section 7.1. Supplier agrees that Retail Unie, or a third party acting on Retail Unie’s behalf, may submit these documents and certificates to the appropriate authorities.

Section 8. Insurance, indemnity

8.1 Supplier warrants that it has, and will maintain at all times during the Agreement, an adequate and proper general and product liability insurance with respect of its potential liabilities hereunder, with a reputable insurance company. Copies evidencing the relevant insurance policies shall be provided to Retail Unie upon Retail Unie’s first request.

8.2 Supplier shall indemnify, defend and hold harmless Retail Unie (and its affiliates, subsidiaries, employees, officers, directors, agents and representatives), from and against any and all losses, damages, fines, penalties, costs, liabilities, expenses (including reasonable legal fees), legal proceedings, actions, and claims made or brought by any third party of any kind arising from or related to: (i) Supplier’s breach of any of its obligations or warranties under this Agreement (including these T&C), (ii) delivery of Defective Products, (iii) delays in delivery or performance, (iv) negligence, (v) infringement of third-party rights, including intellectual property rights, (vi) violation of Applicable Laws, and/or (vii) any other act or omission by Supplier, its Sub-supplier(s), or their respective employees, representatives or agents in connection with the performance of the Agreement, including any non-fulfillment of (financial) obligations by any of such parties towards each other or any third party.

8.3 In no event shall Retail Unie be liable to Supplier or to any third party for (i) any consequential, incidental, indirect, exemplary, special or punitive damages or (ii) loss of data, revenue or profit business opportunity, savings or damage to goodwill, in each case whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not the breaching party was advised of the possibility of such damages.

Section 9. Force majeure

9.1 In the event of a situation involving force majeure on the part of one of the Parties, the compliance with the Agreement will be suspended in whole or in part for the duration of the situation involving force majeure, without the Parties owing each other any compensation as a result.

9.2 Supplier shall immediately notify Retail Unie in Writing, in case Supplier is prevented from performing any of its obligations under the Agreement due to force majeure, stating the nature and expected duration of force majeure, and in any event within three (3) business days after the situation involving force majeure has occurred. In case Supplier fails to comply with the aforementioned timely notification, Supplier shall not be entitled to invoke force majeure.

9.3 A force majeure situation on the part of Supplier shall not include: lack or illness of personnel, shortage of production materials, raw materials, resources or (third party services), strikes, occupations, lockouts, breach of contract by Sub-supplier or other third parties contracted by Supplier, financial difficulties of Supplier, or governmental measures taken against Supplier, nor the inability of Supplier to obtain or secure the necessary licenses or intellectual property rights, or legal or administrative licenses, approvals or authorizations relating to the Products.

9.4 In the event of a situation involving force majeure on the part of Supplier which continues longer than fifteen (15) business days, Retail Unie will be entitled to terminate the Agreement with immediate effect by means of a registered letter, without any judicial intervention being required, without that giving rise to any right to compensation.

Section 10. Assignment, Sub-suppliers

10.1 Supplier shall not assign, transfer, pledge, delegate or otherwise encumber the Agreement or any of its rights or obligations thereunder, either in whole or in part, to any third party without the prior Written consent of Retail Unie. Such consent may be subject to certain conditions. No such assignment shall release Supplier from its obligations pursuant to the Agreement. Any attempted assignment in contravention of this Section 10.1 shall be null, void and without any effect.

10.2 Any transaction resulting in a change of control of Supplier, including but not limited to the sale, transfer, or issuance of a controlling interest in Supplier’s voting securities, or a merger, consolidation, or other corporate reorganization in which Supplier is not the surviving entity, shall be deemed an assignment of this Agreement and shall require Retail Unie’s prior written consent.

10.3 This Section 10 does not apply to transport and related obligations. Supplier shall remain fully responsible and liable at all times for the proper performance of the Agreement by any Sub-supplier(s), as well as for their acts and omissions, as if they were the Supplier’s own. Supplier shall ensure that its Sub-supplier fulfill all obligations imposed on the Supplier under the Agreement, and representation, warranty, or commitment made by the Supplier shall also apply to its Sub-supplier(s). Additionally, the Supplier shall remain solely responsible for fulfilling all obligations toward its Sub-supplier(s).

Section 11. Recall

11.1 If there is (i) any matter which may result in an issue or risk related to health or safety to consumers arising from the Product or (ii) Recall, withdrawal or similar measure of any of the Products, Supplier shall (a) provide reasonable assistance to Retail Unie in developing and implementing a strategy and (b) where practicable and as soon as possible give Retail Unie advance notice and full details of any action it is legally obliged to take, including communicating with any governmental body.

11.2 Supplier agrees to give prompt notice to Retail Unie in the event that Supplier recalls any Product, or ceases or suspends the sale of any Product due to any problem which relates to such Product’s health, safety or any other reason. Except to the extent required to comply with any legal obligation, no Supplier shall voluntarily initiate any recall of any Products without the prior Written consent of Retail Unie, which consent shall not be unreasonably withheld.

11.3 Supplier retains full responsibility for a Recall. In the event of a Recall Supplier shall (i) indemnify the costs of the Products sold to Retail Unie which are subject to the Recall, and (ii) pay a fixed penalty for handling costs of respectively € 10,000.00 (ten thousand euros) per Voluntary Recall and € 50,000.00 (fifty thousand euros) per Mandatory Recall. This without prejudice to any other rights and remedies Retail Unie may have in case of a Recall pursuant to the Agreement and/or Applicable Law.

Section 12. Suspension, Termination

12.1 Retail Unie may, at its sole discretion, suspend its obligations to Supplier in whole or in part, or terminate the Agreement in whole or in part with immediate effect, without requiring a notice of default or legal intervention, without any liability and or any obligation to compensate the Supplier, and without prejudice to any other rights or remedies available to Retail Unie, if:

(i) Supplier fails to fulfill any of its obligations under the Agreement and does not remedy such failure within a reasonable period after receiving notice from Retail Unie, in which case Supplier shall be in default without further notice being required;
(ii) Supplier becomes insolvent, is declared bankrupt, applies for a suspension of payments, seeks an arrangement with its creditors, or is subjected to any similar proceeding;
(iii) Supplier breaches any obligations under Section 5, 13 and/or 14;
(iv) circumstances arise that make it impossible, unreasonable or impracticable for Retail Unie to continue performing the Agreement under the agreed terms; or,
(v) Supplier, or any party acting on its behalf, promises, offers, or provides any improper advantage, incentive or inducement, in any form, whether directly or indirectly, to any employee, representative or agent of Retail Unie.

12.2 In the event of one or more of the circumstances set out in Section 12.1, Supplier is in any case obliged to fully compensate and reimburse Retail Unie for all damages suffered by Retail Unie including, among other things, all judicial and extrajudicial costs, including reasonable costs for legal aid in or out of court.

Section 13. Confidentiality

13.1 Supplier undertakes (i) to keep all Confidential Information strictly confidential; (ii) not to use any Confidential Information for any purpose other than in complying with its obligations under the Agreement; and (iii) not to disclose any Confidential Information to any person other than its officers and employees, except to the extent it is necessary for the purpose of performing its obligations under the Agreement. The undertaking shall not apply to the extent Confidential Information is information in the public domain through no fault of Supplier or Supplier is required to disclose it by law. Any breach of Supplier’s obligations under this Section by its officers and employees shall be deemed to be a breach by Supplier. Except to the extent required under Applicable Laws or necessary for the performance of remaining obligations under the Agreement, all Confidential Information shall be returned to Retail Unie or, if requested, destroyed on termination or expiry of the Agreement.

13.2 Supplier shall establish, implement and maintain appropriate and adequate organizational and technical measures to ensure the security and confidentiality of all date provided to, used by or generated in connection with the Agreement. Such measures shall safeguard the data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access while in Supplier’s possession or control. Supplier shall regularly review and update these measures to address evolving risks and ensure compliance with applicable laws and industry standards.

Section 14. Code of Conduct, GDPR, Audit

14.1 Supplier shall be fully responsible for ensuring that it and any Sub-supplier shall be fully informed of and fully comply with all Applicable Laws, regulations, classification rules, professional standards and practices in all matters applicable to the Agreement, Order and these Terms & Conditions. This includes, but is not limited to, laws, rules and regulations relating to fraud, anti-bribery and anti-money laundering, human rights protection, working conditions, discrimination, slavery, child labor and other related issues as outlined in the Code of Conduct of Retail Unie, which can be read and downloaded here on the website of Retail Unie www.retailunie.com

14.2 Supplier will comply with the GDPR in the execution of the Agreement and shall give Retail Unie all reasonable assistance to enable Retail Unie to comply with the GDPR. In case Supplier processes Retail Unie’s personal data as a processor, Supplier shall, at the sole discretion of Retail Unie, at first Written request provide its assistance to record all details as listed in Section 28 subsection (3), introduction of the GDPR.

14.3 Retail Unie reserves the right to audit or appoint a third party to audit Supplier’s compliance with its obligations under the Agreement and these T&C. This includes the right to physically inspect the Products, the manufacturing process, and any facilities used in connection with the Agreement. Supplier shall provide all necessary cooperation and assistance to facilitate such audits or inspections and shall ensure that its Sub-suppliers provide similar cooperation and access. If the audit reveals any irregularities, Retail Unie may recover the audit costs from Supplier.

Section 15. Intellectual Property Rights

15.1 Each party shall remain the owner of all intellectual property rights owned by it before the start of its relationship with the other party independently or created outside the scope of such relationship. Retail Unie shall remain the owner of intellectual property rights, whether existing or future, relating to or created in the course of Supplier’s performance of its obligations under the Agreement and as such Supplier shall assign and shall procure that all third parties assign to Retail Unie with full title guarantee, the intellectual property rights in the deliverables, including any customizations to the Products, but excluding Supplier’s intellectual property. Where assignment of title is not legally feasible, Supplier hereby grants and shall procure that all third parties grant Retail Unie, a world-wide, perpetual, irrevocable, non-exclusive, assignable, royalty-free license (with full right to sub-license) to use, reproduce, exploit, modify, alter or integrate the Products without restriction. For all copyright work created under this Agreement, Supplier shall complete and maintain a copyright record form containing all necessary information including the author, work, date and place.

15.2 The Specifications and all (other) documentation, images, designs, drawings, models, sketches, slides, software and any other materials provided by Retail Unie, to Supplier in the context of the Agreement are and remain the sole exclusive property of Retail Unie and shall be used solely for the proper performance of the Agreement and shall be returned by Supplier to Retail Unie promptly upon its first request.

Section 16. Miscellaneous

16.1 If any provision of these T&C is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect. The unenforceable or invalid provision shall be modified to the extent necessary to make it enforceable and valid, while preserving, as closely as possible, its original intent and purpose.

16.2 Any rights or remedies granted to Retail Unie under these T&C are in addition to, and do not limit, any other rights or remedies available to Retail Unie under this Agreement, under law or otherwise. Retail Unie’s delay or failure to exercise any right, power, or remedy under the Agreement (including these Terms & Conditions) shall not be construed as a waiver of that right, power, or remedy.

16.3 All warranties provided by Supplier shall remain in full force and effect notwithstanding the delivery, inspection, acceptance, or payment for the Products. These warranties shall survive and continue to apply for the duration specified in the Agreement or as otherwise required by applicable law.

16.4 These T&C, together with all rights, remedies, indemnities, and warranties granted to Retail Unie, shall extend to and be enforceable by Retail Unie’s successors and permitted assigns.

Section 17. Applicable Law and Competent Court

17.1 These T&C, the Agreement, and all matters arising out of or relating to these T&C or the Agreement shall be governed exclusively by the laws of the Netherlands, explicitly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.2 Any disputes between Retail Unie and Supplier arising from or in connection with the Agreement, these T&C, or any related matters shall be exclusively submitted to the competent court in Breda, the Netherlands. Retail Unie retains the right, however, to submit any dispute to the court having jurisdiction in the country or place where Supplier is registered or operates.

Section 18. Amendments

18.1 Retail Unie reserves the right to amend, update, or replace these T&C at any time. Retail Unie shall notify Supplier of any such amendments or modifications by providing a notice in Writing or by publishing the amended T&C on Retail Unie’s website. Such amendments or modifications shall enter into force and be binding upon Supplier thirty (30) calendar days after notification or publication, unless explicitly stated otherwise. Supplier’s continued performance of the Agreement after such amendments shall be deemed as acceptance thereof.

These T&C have been filed with the Dutch Chamber of Commerce under number 89382447.