General purchase conditions

GENERAL PURCHASE CONDITIONS PARTYSPACE

1. These are the general purchase conditions of Partyspace BV, a company duly organized and existing under the laws of Belgium, having its registered office at 8980 Zonnebeke, Potteriestraat 67, Belgium, with company/VAT n° 0830.189.643 (Partyspace). These general purchase conditions shall apply to any and all request for a quotation, purchase order or purchase agreement made out or entered into by Partyspace. These general purchase conditions shall supersede any general terms and conditions of the supplier, unless explicitly agreed upon otherwise in writing. Even in the event the general terms and conditions of the supplier would apply, the present general purchase conditions shall supplement such terms and conditions as to any provision, in whole or in part, not covered in full by such terms and conditions.

2. A request for a Quotation by Partyspace shall not bind Partyspace to purchase the Products set out in such request. In the event that any part of Partyspace's request for a Quotation is unclear or contains errors or inconsistencies to the opinion of supplier, supplier is to consult with Partyspace prior to submitting a Quotation. Quotations shall be open for acceptance by Partyspace for a minimum period of fifteen (15) business days, unless a longer period is set out in the Quotation. Quotations shall be fixed and binding upon supplier during the acceptance period indicated in the quotation. Quotations, whether or not they are the result of a request for a Quotation by Partyspace, shall not bind Partyspace to purchase the Products set out in the Quotation. Quotations are in EURO and shall be deemed to include any and all applicable cost, taxes, fees, levies, and/or other charges required for delivering the products to the place of delivery under the relevant Incoterm, unless explicitly indicated otherwise in writing. Supplier shall bare the valuta exchange risk.

3. Partyspace shall only be bound by a purchase of products following written purchase order. Any written purchase order by Partyspace in accordance with a quotation of Supplier, shall be binding upon Supplier. Any written purchase order not in accordance with a quotation of Supplier, shall be deemed accepted by Supplier unless rejected in writing within five (5) business days following the day of receipt of such purchase order, indicating in detail the reason(s) for rejection. Without prejudice to the prior, any reply from supplier in reaction to a purchase order, containing additional or different terms, shall be deemed as a rejection of such purchase order by supplier. In the event supplier decides to execute such purchase order anyway, parties shall be deemed to have entered into a purchase contract in accordance with the terms and conditions of the purchase order of Partyspace.

4. Unless explicitly agreed otherwise in writing, all products shall be delivered by supplier DDP (Incoterms 2020). Any delivery time agreed upon is of the essence and binding upon supplier. In the event of a late delivery, Partyspace is entitled to pursue the following remedy, in addition to any and all remedies provided by the law: Require the relevant products to be delivered by any suitable means of urgent delivery at the cost and under the responsibility of Supplier. Supplier shall fully and effectively indemnify Partyspace against all damages, losses and costs incurred and/or suffered by Partyspace as a result of or in connection with the late delivery of the products, including but not limited to: a) all inspection, freight, handling and/or other costs incurred by Partyspace in connection with the late delivery of the products; b) any and all fines, penalties or other sanctions imposed upon the Partyspace by a third party as a result of or in connection with the late delivery of the products; c) the difference between the purchase price of the relevant products and the purchase price of an equal quantity of products. To the extent that a specific delivery time is not agreed upon, deliveries shall take place during Partyspace’s normal business hours. Supplier shall provide Partyspace in good time and at least two Business Day prior to the intended delivery time with any instruction and/or information required to enable proper receipt of delivery. All products shall be delivered subject to Partyspace’s prior

right of inspection. Partyspace shall have no less than eight (8) Business days following the day of delivery, to inspect delivered products. Advance or interim payment of the products shall not be considered as an acceptance thereof. Acceptance of delivered products by Partyspace is without prejudice to any and all remedies Partyspace may have as to non -visible non-conformities as to the products delivered.

5. Unless otherwise agreed upon in writing, invoices are due within 30 days following invoice date. In the event of overdue payment, outstanding amounts shall accrue interest at the default Belgian legal interest rate (Belgian Law dated 02/08/2002) as from the date of first written notice.

6. The title of ownership as to the products shall pass to Partyspace at the moment of delivery according to the agreed Incoterm or the moment of (advance) payment of the products, witch ever moment comes first. The risk of loss as to the products shall pass to Partyspace at the moment of delivery according to the agreed incoterm.

7. The Supplier shall be liable to Partyspace for any lack of conformity that exists at the time of delivery of the products and that manifests itself within a period of 2 (two) years from the said delivery. The aforementioned period shall be suspended during the period required for the repair or replacement of the products.

8. In the event supplier is in breach of one or more of the terms or condi¬tions of these general conditions are any other agreement parties may have, Partyspace is entitled, without prior notice and with immediate effect, either to suspend performance of its obligations under such agreement until such breach is remedied by Supplier, or to terminate such agreement, without prejudice to any other remedy Partyspace may have. Partyspace is also entitled, without prior notice and with immediate effect, set-off any payment obligation owed by supplier to Partyspace under any agreement parties may have entered into, against any obligation owed by Partyspace to supplier, whether or not due, regardless of the place of payment or currency of the obligation. Supplier also agrees that Partyspace has the right to deduct any debt due before its due date from the amount due to supplier in the event that supplier is adjudicated bankrupt, or insolvent, corporate reorganization or insolvency proceedings, liquidation proceedings or similar proceedings are instituted or threatened to be instituted by or against the Supplier. Supplier waives any right it may have to suspend the performance of its obligations under any agreements parties may have entered into or to set-off any payment obligation owed by supplier to Partyspace against any obligation owed by Partyspace to supplier.

9. The relationship between Partyspace and the supplier is governed by Belgian law, to the exclusion of the Vienna Sales Convention. Disputes shall be submitted to the exclusive jurisdiction of the Courts of Ypres.



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