GENERAL TERMS AND CONDITIONS OF SALE

Arbor Group BV

Steenhouwersvest 54, 2000 Antwerp, Belgium · BE0789227830

These General Terms and Conditions of Sale ("Terms") govern all commercial relationships between Arbor

Group BV ("Arbor", "we", "us") and its customers ("Customer", "you") in connection with the purchase of

products offered by Arbor Group BV. By placing an order, the Customer acknowledges having read and

unconditionally accepted these Terms. These Terms apply to all offers, quotations, order confirmations,

deliveries, and invoices issued by Arbor Group BV, and form an integral part of every contract for the supply of

products. Any deviating terms and conditions of the Customer are expressly rejected unless explicitly accepted

in writing by Arbor Group BV.

Article 1 — Orders and Order Confirmation

All orders must be placed in writing, whether via email, order form, or any other written communication channel

accepted by Arbor Group BV.

An order is binding upon the Customer from the moment it is submitted. An order becomes final and

irrevocable once it has been confirmed by Arbor Group BV, either through an explicit written order confirmation

or through the commencement of execution of the order.

Any cancellation by the Customer after order confirmation will have no effect, and the full amount of the

ordered goods remains due and payable. Exceptions may only be made with the prior written consent of Arbor

Group BV.

Arbor Group BV reserves the right to refuse any order at its sole discretion, including but not limited to cases

where the Customer has outstanding unpaid invoices or where creditworthiness cannot be established.

Article 2 — Prices and Payment Terms

All prices quoted by Arbor Group BV are exclusive of VAT and other applicable taxes, duties, or levies, unless

explicitly stated otherwise. Prices are subject to change without notice until the order has been confirmed in

writing.

All orders are concluded on an Ex Works (EXW) basis in accordance with Incoterms 2020. Transport,

insurance, customs clearance, and any other logistical costs are not included in the quoted price and will be

invoiced separately or added to the invoice.

The applicable payment term is stated on each invoice. In the absence of a specific agreed term, invoices are

due within 30 calendar days of the invoice date. Payment must be made directly to Arbor Group BV by bank

transfer to the account details stated on the invoice.

No deductions, set-offs, or retentions may be applied by the Customer without prior written approval from

Arbor Group BV.

Article 3 — Late Payment and Interest

In the event of non-payment or delayed payment of any amount due, and without the need for any prior formal

notice or reminder, Arbor Group BV is entitled to charge interest as follows:

– An interest rate of 1% per week will apply automatically from the first week following the due date.

– This percentage increases by an additional 1% for each subsequent week of delay (e.g. 1% in week 1,

2% in week 2, 3% in week 3, and so on).

– Interest accrues on the outstanding principal amount and is cumulative.

In addition to interest, Arbor Group BV reserves the right to claim compensation for all direct and indirect

damages resulting from the late payment, including reasonable legal and recovery costs.

Partial non-payment of any invoice authorizes Arbor Group BV to suspend all further deliveries and to demand

immediate payment of all previously delivered goods, regardless of any agreed payment terms on other

outstanding invoices.Article 4 — Payment Plan

Where a Customer proactively and clearly communicates payment difficulties to Arbor Group BV before the

due date of an invoice, Arbor Group BV may, at its sole discretion, agree on a structured payment plan.

Any payment plan must be confirmed in writing by Arbor Group BV to be valid. A verbal agreement or informal

communication does not constitute a valid payment plan. Arbor Group BV is under no obligation to agree to

any such arrangement.

Failure to adhere to an agreed payment plan will result in the immediate reinstatement of the full outstanding

balance, including all accrued interest, and may result in suspension of further deliveries.

Article 5 — Delivery

Arbor Group BV's delivery obligation is fulfilled at the moment the ordered goods are handed over to the

carrier or freight forwarder at the agreed point of dispatch. Risk of loss, damage, or destruction passes to the

Customer at that moment.

Delivery dates communicated by Arbor Group BV are always indicative and subject to a tolerance of 90

calendar days without any liability on the part of Arbor Group BV. Deliveries made within this period do not

entitle the Customer to cancel the order or any other outstanding orders.

In the event of a delay exceeding 90 days, the Customer has the right to cancel the relevant order, and any

advance payments made for that specific order will be reimbursed. Arbor Group BV is not liable for any indirect

or consequential losses arising from delayed delivery.

On the quantities ordered, a tolerance of 10% on the total number of goods delivered applies. Delivery of a

partial shipment is considered fulfillment of the order if the remaining balance is delivered within the agreed or

extended period.

Delivery is subject to the availability of goods. If only part of an order is available, Arbor Group BV may

proceed with partial delivery. Such partial delivery constitutes fulfillment to the extent of the goods delivered.

Article 6 — Goods Inspection and Claims

Upon receipt of the delivered goods, the Customer is required to inspect them carefully and without delay. Any

complaints regarding visible defects, stains, damage, incorrect items, or discrepancies in quantity must be

reported to Arbor Group BV in writing within 14 calendar days of the date of receipt.

Claims must be submitted via email to the contact details stated on the invoice or on Arbor Group BV's

website, and must include: (i) the relevant invoice number, (ii) a clear description of the defect or discrepancy,

and (iii) photographic evidence where applicable.

Complaints received after the 14-day inspection period will not be accepted. Upon expiry of this period without

notification, the goods are deemed to have been received in full conformity with the order and in good

condition.

The sale is made on a sample-type basis. Slight variations in color, texture, or finish compared to samples or

product images are inherent to the nature of garment production and do not constitute a defect, provided such

variations are within acceptable manufacturing tolerances. Arbor Group BV accepts no liability for such

variations.

Accepted claims will be resolved at Arbor Group BV's discretion through replacement, credit note, or partial

refund. No returned goods will be accepted without prior written approval from Arbor Group BV.

Article 7 — Retention of Title

Arbor Group BV retains full legal ownership of all delivered goods until the Customer has paid all amounts due

in full, including the principal amount, any applicable interest, and any other costs owed to Arbor Group BV.

Until full payment is received, the Customer may not resell, pledge, encumber, or otherwise dispose of the

goods in a manner that would prejudice Arbor Group BV's ownership rights, except in the ordinary course of

business.

In the event of non-payment or insolvency of the Customer, Arbor Group BV is entitled to reclaim the goods

immediately upon first written request, and the Customer is obliged to facilitate the return at its own cost.

Article 8 — Custom and Non-Standard OrdersOrders for personalized, custom-made, non-standard, or out-of-stock items will only enter production upon

receipt of 100% of the total order amount as an advance payment.

Custom and personalized orders are non-cancellable and non-refundable once production has commenced.

Arbor Group BV will not accept returns of custom items unless a manufacturing defect is established.

Article 9 — Force Majeure

Arbor Group BV shall not be liable for any failure or delay in performing its obligations under these Terms if

such failure or delay results from circumstances beyond its reasonable control, including but not limited to:

natural disasters, acts of war or terrorism, pandemics or public health emergencies, strikes or labor disputes,

governmental restrictions or sanctions, disruptions in transport or logistics networks, raw material shortages, or

failures of suppliers or subcontractors.

In the event of a force majeure situation, Arbor Group BV will notify the Customer as soon as reasonably

possible and will make reasonable efforts to resume performance. If the force majeure situation persists for

more than 90 days, either party may terminate the affected order in writing without liability, and any advance

payments for undelivered goods will be reimbursed.

Article 10 — Intellectual Property

All intellectual property rights relating to Arbor Group BV's products, including but not limited to designs,

graphics, logos, trademarks, brand names, packaging, and product photography, remain the exclusive

property of Arbor Group BV.

The Customer may not reproduce, copy, imitate, modify, distribute, or use any of Arbor Group BV's intellectual

property — in whole or in part — without prior written authorization. This prohibition applies to physical

reproductions as well as digital use.

The Customer may use product images and brand assets solely for the purpose of retailing Arbor Group BV

products in the ordinary course of business, in a manner consistent with the brand image and without

modification. Any other use requires written approval.

The Customer undertakes not to register, or cause to be registered, any trademark, design, or other

intellectual property right that is identical or confusingly similar to those of Arbor Group BV.

Article 11 — Limitation of Liability

Arbor Group BV's total liability to the Customer for any claim arising under or in connection with these Terms

shall not exceed the invoice value of the specific order to which the claim relates.

Arbor Group BV shall not be liable for any indirect, consequential, incidental, or special damages, including but

not limited to loss of profit, loss of revenue, loss of business opportunity, or reputational damage, regardless of

whether Arbor Group BV has been advised of the possibility of such damages.

Arbor Group BV is not responsible for losses or damages of any kind arising from delayed delivery of goods,

provided such delay is within the 90-day tolerance period set out in Article 5, or results from a force majeure

event as described in Article 9.

Article 12 — Confidentiality

The Customer agrees to keep strictly confidential all pricing, discount structures, trade terms, and other

commercially sensitive information received from Arbor Group BV. This information may not be disclosed to

third parties without prior written consent.

This confidentiality obligation shall survive the termination of the commercial relationship for a period of 3

years.

Article 13 — Governing Law and Jurisdiction

These Terms and all agreements to which they apply are governed exclusively by Belgian law. The United

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

Any dispute arising from or in connection with these Terms, including disputes regarding their validity,

interpretation, or execution, shall be submitted exclusively to the competent courts of Antwerp, Belgium.

If any provision of these Terms is declared invalid, illegal, or unenforceable, this shall not affect the validity or

enforceability of the remaining provisions, which shall continue in full force and effect.Article 14 — Minimum Order Value

A minimum order value of EUR 500 (excluding VAT and shipping) applies per order. Orders below this

threshold may be refused by Arbor Group BV or subject to a small-order surcharge, which will be

communicated at the time of order placement.

Arbor Group BV reserves the right to adjust the minimum order value at any time. Any changes will be

communicated in advance and will apply to orders placed after the date of notification.

Article 15 — Currency

All prices, invoices, and payments are denominated in Euro (EUR) unless explicitly agreed otherwise in

writing. Arbor Group BV bears no responsibility for exchange rate fluctuations in the event that the Customer

operates in a different currency.

Bank charges and transfer fees related to international payments are borne exclusively by the Customer. Arbor

Group BV must receive the full invoiced amount net of any deductions.

Article 16 — Brand Representation

The Customer agrees to represent and present Arbor Group BV's products in a manner consistent with the

brand image and positioning. This includes, but is not limited to, appropriate merchandising, pricing

presentation, and visual communication.

The Customer may not present or advertise Arbor Group BV products in a context that could damage the

brand's reputation or positioning, including but not limited to: discount or clearance environments without prior

written approval, alongside counterfeit or low-quality goods, or in any manner that misrepresents the brand.

Arbor Group BV reserves the right to audit how its products are represented and to request corrective action.

Persistent non-compliance may result in termination of the commercial relationship in accordance with Article

17.

Product imagery, brand assets, and visual content provided by Arbor Group BV may only be used for the direct

retail of Arbor products, without modification, cropping of logos, or alteration of color profiles.

Article 17 — Termination

Arbor Group BV reserves the right to terminate or suspend the commercial relationship with a Customer, with

immediate effect and without liability, in any of the following circumstances:

– Non-payment or repeated late payment of invoices.

– Breach of any provision of these Terms, including but not limited to the brand representation obligations

in Article 16 or the confidentiality obligations in Article 12.

– Insolvency, bankruptcy, or any procedure of judicial reorganization initiated by or against the Customer.

– Any conduct that, in the reasonable opinion of Arbor Group BV, causes or risks causing reputational or

commercial damage to the brand.

Termination does not affect any rights or obligations that have already arisen. All outstanding invoices become

immediately due and payable upon termination.

Article 18 — Entire Agreement and Amendments

These Terms, together with any written order confirmation issued by Arbor Group BV, constitute the entire

agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations,

representations, warranties, or agreements, whether written or oral.

No amendment, modification, or waiver of any provision of these Terms shall be valid unless made in writing

and signed by an authorized representative of Arbor Group BV. No course of dealing or prior practice shall

constitute a waiver or modification of these Terms.

The fact that Arbor Group BV does not enforce a particular provision of these Terms at any given time does

not constitute a waiver of that provision or of its right to enforce it in the future.