general terms and conditions

1. L. Kasius Sieraden B.V., with registered office in RIDDERKERK filed at the registry of the District Court in Rotterdam on 19 March 2014 under number 23/2014.

1. All offers and agreements between L. Kasius Sieraden B.V., hereinafter to be referred to as: "Kasius", and a purchaser will be governed by these terms and conditions, in so far as Kasius does not explicitly provide otherwise.
2. The applicability of the general terms and conditions invoked by the purchaser will not be accepted.

1. All offers are subject to contract and valid during 30 days, unless explicitly stipulated otherwise.
2. The prices mentioned in an offer are exclusive of Dutch VAT, unless explicitly stipulated otherwise.

1. Unless stipulated otherwise, transportation takes place at the purchaser's risk and expense, unless Kasius has taken out insurance to cover this risk in a way to be stipulated by Kasius. If one of the 'Incoterms' has been stipulated as a delivery condition, the 'Incoterms' that applied at the time the agreement was entered into will apply.
2. The purchaser undertakes to purchase the goods at the moment of delivery or rather at the moment on which these are made available to it. If the purchaser refuses the purchase or fails to grant information or instructions that are necessary for the delivery, the goods will be stored at the purchaser's risk. In that case, any additional costs, including storage costs, will be due by the purchaser.
3. An agreed delivery time is not a final deadline, unless explicitly stipulated otherwise. If delivery does not take place in time, Kasius must be put in default by the purchaser in writing, thereby granting Kasius a reasonable time limit.
4. If a delay occurs because of a change in circumstances and/or because required materials are not delivered to Kasius in time, the delivery time will be prolonged with the duration of the delay.
5. Kasius is allowed to deliver goods sold in parts. This does not count if a part delivery has no independent value. If the goods are delivered in parts, Kasius is entitled to invoice each part separately.
6. Kasius is entitled to deliver goods that deviate on minor points from the goods described in the purchase agreement. If Kasius delivers a good that deviates fundamentally from the agreed good, the purchaser is entitled to dissolve the agreement. The purchaser is entitled thereto during three days after it has discovered or could have reasonably discovered the deviation.

1. If, at a purchaser's request, goods are delivered on approval, the purchaser must notify Kasius in writing at the latest within 8 days after the date mentioned on the consignment receipt of whether it wishes to keep all or part of the goods received on approval.
2. Goods received on approval that the purchaser does not wish to keep must be returned to Kasius in the original state with layout and packaging, by registered letter free domicile and provided with a written statement by the purchaser, at the latest within 8 days after the day mentioned on the consignment receipt.
3. If, within the period mentioned in the preceding paragraphs, no written notification or return delivery from the purchaser has been received by Kasius, a purchase agreement has been concluded between Kasius and the purchaser with regard to the goods mentioned on the consignment receipt, as from the date of the consignment receipt.
4. It is not allowed to display goods delivered on approval unless Kasius has granted its explicit consent thereto.
5. The processing and postal charges incurred with the consignments on approval must be refunded by.
6. As from the delivery moment on approval, the purchaser bears the risk for the goods sent on approval. If the goods have been destroyed or damaged in such a way that they are no longer suitable for sale, they will not be taken back by Kasius and the full purchase price must be paid by the purchaser to Kasius.
7. The purchaser undertakes to insure and keep insured the goods on approval delivered by Kasius against fire, explosion and water damage and against theft, and to allow inspection of the policy of this insurance at Kasius' first request, and to pledge to Kasius all claims of the purchaser against the insurers with regard to the goods delivered on approval in the way as prescribed in section 3:239 Dutch Civil Code.

If a sample, design or example has been displayed or granted by Kasius, it is assumed that this has only been displayed or granted by way of designation. The qualities of the goods to be delivered may deviate from the sample, the design or the example, unless it has been mentioned explicitly that delivery would take place in accordance with the displayed or granted sample, design or example.

If the goods to be delivered are to be used outside the Netherlands, Kasius' responsibility only extends to the goods to be delivered meeting the requirements, technical requirements included, which are set by laws or provisions of the country in which the goods are to be used, if the use abroad and the particular technical requirements in force there have been reported at the conclusion of the sale. Also all other requirements, technical requirements included, to be set by the purchaser to the goods to be delivered and which deviate from the normal requirements must be explicitly reported by the purchaser at the conclusion of the purchase agreement.

1. Kasius' claims against the purchaser are immediately due and payable in the following cases:
   
   - If, after the conclusion of the agreement, Kasius becomes aware of circumstances that give Kasius good reason for fearing that the purchaser will not comply with its obligations;
   - if, at the conclusion of the agreement, Kasius has asked the purchaser to provide security for the compliance of the agreement and this security is not forthcoming or insufficient.
   In the above cases, Kasius will be entitled to suspend any further performance of the agreement or rather to proceed to the dissolution of the agreement, notwithstanding Kasius' right to claim compensation.
2. If, at the performance of the agreement, circumstances occur with regard to persons engaged by Kasius and/or material making use of by Kasius, which are of such nature that the performance of the agreement becomes impossible or rather onerous and/or disproportionately expensive to such an extent that the compliance of the agreement can no longer reasonably be required, Kasius will be entitled to dissolve the agreement without there being an obligation for compensation.

1. The goods delivered and yet to be delivered by Kasius remain the exclusive property of Kasius until all the claims that Kasius has or will have against the purchaser, including considerations with regard to the good or goods delivered or yet to be delivered and any claims due to non-compliance by the purchaser, have been fully met. This means that paid as well as unpaid goods serve as security until all of Kasius' claims have been settled in full.
2. Goods delivered by Kasius that fall under the retention of title pursuant to paragraph 1 may only be sold on within the framework of normal business operations. For that matter, the purchaser is not entitled to pledge the goods or to have any right established thereon.
3.  If the purchaser does not comply with its obligations or there is good reason to believe that it will not do so, Kasius will be entitled to remove or have removed delivered goods that are encumbered with the retention of title referred to in paragraph 1 from the purchaser of third parties that store the good for the purchaser, at the purchaser's expense. The purchaser will grant Kasius free access to its sites and/or buildings for inspection of the goods and/or for the execution of Kasius' rights at any and all times. The purchaser undertakes to cooperate in this, subject to a penalty of 10% of the amount due by it per day or part of the day that the purchaser is in default. Kasius is entitled to value or have valued these goods in a way to be determined by it. If the goods have suffered a decline in valuation, the purchaser is obliged to compensate the amount of the decline to Kasius.
4. If third parties wish to establish or have enforced any right on the goods delivered under retention of title, the purchaser undertakes to notify Kasius as soon as may reasonably be expected.
5. The purchaser undertakes:
   
   - to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft, and to make the policy of this insurance available for inspection to Kasius at the latter's first request;
   - to pledge to Kasius all of the purchaser's claims against the insurers with regard to the goods delivered under retention of title in the way as prescribed in section 3:239 Dutch Civil Code;
   - to pledge to Kasius the claims that the purchaser acquires towards its buyers at the resale of goods delivered by Kasius under retention of title in the way as prescribed in section 3:239 Dutch Civil Code;
   - to mark the goods delivered under retention of title as Kasius' property;
   - to cooperate in other ways in all reasonable measures that Kasius wishes to take in order to protect its ownership right with regard to the goods, and which do not hinder the purchaser unreasonably in its normal business operations.

1. The purchaser must examine or have examined the sold goods on delivery or afterwards as soon as that is possible. The purchaser must check out of whether the delivered good meets the agreement, i.e. if the correct goods have been delivered, if the delivered goods meet the agreement as far as quantity (for example number and quantity) is concerned, and if the delivered goods meet the agreed quality requirements or, if there are none, the requirements that may be set to a normal use and/or normal commercial purposes.
2. If visible defects or shortcomings are observed, the purchaser must report these to Kasius in writing within 24 hours after delivery.
3. The purchaser must report non-visible defects to Kasius in writing within 2 days after discovery, but at the latest within 14 days after delivery.
4. Even though the purchaser complains in time, its obligation to pay and purchase orders made remains intact.
5. Goods may only be returned to Kasius after prior written consent.

If Kasius agrees a certain price with the purchaser, it is nevertheless entitled to increase the price if pricing factors, such as the price of the metal of which the jewellery is made, or the exchange rates have changed.

1. Payment must be made within the period mentioned on the offer or the invoice by transferring the amount due into Kasius' bank account mentioned on the offer or the invoice or in any other way as designated by Kasius.
2. After the period referred to in the preceding paragraph has lapsed, the purchaser will be in default; as from the moment on which it goes into default the purchaser is interest due of 1% per month or part of a month.
3. In the event of the purchaser's liquidation, insolvency or suspension of payment, the purchaser's obligations will be immediately due and payable.
4. Payment must take place without discount or setoff.
5. Payments made by the purchaser will first be applied to settle all interest payable and costs and subsequently those invoice amounts which have been outstanding for the longest period, even though the purchaser has stated that the payment relates to another invoice.

If the purchaser is in default with the compliance of one or more of its obligations, all reasonable costs in order to acquire a settlement out of court will be borne by the purchaser. In any case, the purchaser will be due 15% of extrajudicial costs, with a minimum of € 150. If Kasius proves that higher costs have been incurred by it, which were reasonably necessary, these costs qualify for compensation too.

1. Force majeure will mean to include circumstances that hinder the compliance of the commitment, and for which Kasius is not to be blamed. These also include, if and to the extent that these circumstances make the compliance impossible or complicate it unreasonably, strikes in other companies than that of Kasius, wild strikes or political strikes in Kasius' company, a lack of required raw materials, materials and other items or services required for the conclusion of the agreed performance, a delay in supply from the subcontractors or other third parties Kasius depends on, transportation problems and in general all circumstances which fall outside Kasius' control.
2. Kasius is also entitled to invoke force majeure if the circumstance that hinders any further compliance occurs after Kasius should have fulfilled its commitment.
3. During force majeure, Kasius' delivery and other obligations will be suspended. If the period in which the compliance of the obligations by Kasius is no longer possible due to force majeure exceeds sixmonths, both parties are entitled to dissolve the agreement without there being an obligation for compensation.
4. If Kasius has already partly complied with its obligations when force majeure occurs, or is only able to partly comply with its obligations, it is entitled to invoice separately the part already delivered or rather the deliverable part and the purchaser undertakes to settle this invoice as if a separate agreement is concerned. This, however, does not count when the part already delivered or the deliverable part has no independent value.

1. Kasius is not liable for damage of any nature towards the purchaser, except for damage by deliberate intent or recklessness of the persons charged with the management of Kasius' company.
2. Any of Kasius' liability is limited to the amount paid out under Kasius' professional liability insurance in the matter concerned, plus the amount of the deductible which under the policy conditions is not borne by the insurer.
3. If, for whatever reason, no payment is made under the insurance referred to in the preceding paragraph, any liability is limited to the amount that equals the amounts invoiced by the purchaser or yet to be invoiced exclusive of Dutch VAT under the agreement in question. The amounts described in this paragraph are decreased by credit entries made by Kasius whether or not within the framework of any obligation to undo.
4. Claims to compensation will lapse if no action is brought before the court within one year from the date when the damage occurred.
5. The purchaser undertakes to indemnify Kasius against all damage, costs and interests that might arise as a direct or indirect consequence of claims from third parties in connection with any delivery obligation towards the purchaser or rather to or in respect of these delivered goods or damage which was caused by the use of materials that were granted or prescribed to Kasius by or because of the purchaser.

1. All rights under intellectual and industrial ownership rights (including, but not limited to copyrights, design rights, trademark rights, patent rights and sui generis database rights), all in the broadest sense, are still vested in Kasius, unless stipulated otherwise in writing.
2. The purchaser is not allowed to change, remove or make unrecognizable any designation of Kasius' intellectual ownership rights.
3. Any goods granted by Kasius, such as designs, brochures, pictures, drawings, product descriptions etc., are exclusively destined to be used by the purchaser and may not be reproduced, made public or made available to third parties for inspection. The purchaser undertakes to return the good in question to Kasius at the latter's first request.
4. If the purchaser does not comply with one or more of its obligations by virtue of this article, the purchaser forfeits an immediately payable penalty of € 25,000 (in words: twenty-five thousand euro) to Kasius for each violation, and a penalty of € 1,000 (in words: one thousand euro) per day, part of a day included, that the violation continues, notwithstanding Kasius' right to claim compliance and/or compensation from the purchaser.

In deviation from the legal rules regarding the jurisdiction of the civil court, any dispute between the purchaser and Kasius, in the event that the court has jurisdiction, will be settled by the Rotterdam Court. However, Kasius remains entitled to summon the purchaser before the court that has jurisdiction according to the law or the international applicable convention.

Any agreement between Kasius and the purchaser will be governed by Dutch law, with the exception of provisions pertaining to the conflict of laws.

1. Kasius is entitled to alter these terms and conditions. These alterations enter into force on the effective date. Kasius will send the altered conditions to the purchaser in time. If no effective date has been notified, the alterations will came into force towards the purchaser as soon as the alteration in question has been notified to it.
2. These general terms and conditions are drafted in Dutch, German and English. If there is a difference of content or tenor between those texts, the Dutch version will be binding.