General conditions

GENERAL TERMS AND CONDITIONS WIMÄCA INTERNATIONAL B.V.

Drafted on May 19, 2023

Article 1: definitions and usage

1. In these General Terms and Conditions, the following definitions apply:

• Agreement: the agreement between Floodingmanager and the Customer for the remote (sale) purchase of a Product;
• Customer: any (legal) person entering into an Agreement with Floodingmanager;
• Floodingmanager: Wimäca International B.V., with its registered office in Son en Breugel, located at Ekkersrijt 7418, (5692 HK) Son en Breugel, registered in the Chamber of Commerce under number 57639248;
• Product: products and/or remote services to be sold to the Customer without simultaneous personal presence of Floodingmanager.
• Right of Withdrawal: the Customer's ability to terminate the Agreement without giving any reasons during the Withdrawal Period;
• Withdrawal Period: a period of 14 days after the Customer's receipt, or on behalf of the Customer, of a Product, within which the Customer can exercise the Right of Withdrawal;
• Website: www.floodingmanager.com;

2. These General Terms and Conditions apply to all quotations, offers, work, orders, deliveries, and Agreements between the Customer and Floodingmanager. Amendments and additions to the General Terms and Conditions only apply to the respective Agreement and are only valid if agreed upon in writing with Floodingmanager.
3. Accepting offers or placing orders on the Website implies acceptance of the applicability of these General Terms and Conditions.

If one or more provisions of these General Terms and Conditions are null and void or are declared null and void at any time, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. The parties shall be obliged to replace the relevant provision with an enforceable and executable provision that, given the purpose and intent of these General Terms and Conditions, deviates as little as possible from the original provision.

Article 2: prices and offers

1. Obvious mistakes or (typographical) errors on the Website or in email(s) do not bind Floodingmanager.
2. All offers are entirely without obligation and are valid while stocks last. An offer containing a term can still be revoked by Floodingmanager.
3. The quantities, weights, measurements, prices, etc., mentioned in price lists, quotations, and other documents are for informational purposes only. Although the main characteristics of the products are displayed as accurately as possible, no rights can be derived from this.

Article 3: agreement

1. An Agreement is established once a Customer's request or order via the Website has been confirmed by Floodingmanager.
2. Unless proven otherwise, the administrative data of Floodingmanager shall always be decisive and binding for the content of the Agreement, serving as evidence of the Agreement.
3. Floodingmanager reserves the right to refuse a (confirmed) order without providing a reason at any time. Floodingmanager will notify the Customer of such refusal as soon as possible. The Customer shall not be entitled to any compensation for damages resulting from such cancellation.
4. By using electronic communication methods, a valid agreement is established as soon as the conditions set out in Article 3.1 are met. The absence of a signature does not affect the binding force of the offer and its acceptance.

Article 4: right of withdrawal

1. After receiving the Product, the Customer has the option to terminate the Agreement with Floodingmanager without stating any reasons during the Withdrawal Period.
2. During the Withdrawal Period, the Customer shall handle the Product and its packaging with care. The principle is that the Customer may only inspect the Product as they would be allowed to do in a physical store.
3. If the Customer exercises their Right of Withdrawal, they shall notify Floodingmanager within the Withdrawal Period by using the model withdrawal form or by other unambiguous written means (via [email protected], stating the Customer's name and order number). Floodingmanager will send the Customer an acknowledgment of receipt after receiving this notification.
4. The Right of Withdrawal expires upon the expiration of the Withdrawal Period.
5. If the Customer exercises their Right of Withdrawal, they must return the Products in their original condition and packaging within 14 days after invoking the Right of Withdrawal.
6. If the Customer exercises their Right of Withdrawal, they shall bear the costs of returning the goods.
7. If the Customer has made a payment, Floodingmanager will refund this amount, no later than 14 days after receiving the return if the products and packaging are undamaged.
8. Goodies (any free products included with the order) cannot be exchanged or redeemed for cash or store credit.
9. The Right of Withdrawal does not apply to:
10. Agreements for the provision of services if 1) the performance of the Agreement has commenced with the express consent of the Customer; and 2) the Customer has expressly waived their right of withdrawal once the Agreement has been fully performed;
11. The delivery of products made according to the Customer's specifications, which are not prefabricated and are manufactured based on the Customer's individual choice or decision, or which are clearly intended for a specific person;
12. Used products; or
13. The delivery of a Product that, by its nature, is irrevocably mixed with other goods after delivery.

Article 5: prices

1. The prices used by Floodingmanager are quoted in US dollars as much as possible, inclusive of VAT and any other costs such as administrative fees, duties, travel, import duties, shipping or transportation costs, unless expressly stated or otherwise agreed.
2. Floodingmanager is entitled to adjust all prices for its products or services, displayed in its store, on its website, or otherwise, at any time.
3. All prices are subject to, among other things but not limited to, price changes and correction of programming and typographical errors.
4. If, after the conclusion of the Agreement, the prices of materials, taxes, and/or other factors that determine the price of (parts of) the Products undergo a change, Floodingmanager is entitled to implement these price changes. Price changes exceeding 10% give the Customer the right to terminate the respective Agreement, provided this is done in writing and within seven days of receiving the relevant notification. Such termination does not entitle the Customer to any compensation for damages.

Article 6: payment

1. Payment is always made in full and immediately upon placing an order, using the payment methods specified on the Website. When using a third-party issued credit card or electronic payment method, the terms and conditions of the respective card issuer or bank apply. The costs of payment are borne by the Customer.
2. In the event of non-payment or late payment, without prior notice of default, the Customer shall be liable for statutory commercial interest from the due date, as well as any collection costs. All extrajudicial and judicial costs incurred by Floodingmanager, including costs exceeding the court's standard rate, arising from non-payment or late payment by the Customer, shall be borne by the Customer. The extrajudicial costs amount to at least 15% of the (total) net invoice amount owed by the Customer. The minimum amount of extrajudicial costs is €250 (two hundred fifty euros), plus administrative fees.
3. In the event of (an application for) liquidation, insolvency, bankruptcy, or suspension of payment of the Customer, all claims, of any nature whatsoever, against the Customer become immediately due and payable.
4. The Customer is not entitled to any form of deduction and/or discount and/or authorized to any form of suspension and/or setoff.

Article 7: delivery

1. Delivery takes place EX Works at Floodingmanager unless otherwise agreed by the parties.
2. The Customer is responsible for the accuracy of the information provided by them that is necessary for the delivery.
3. The transportation of the Product is at the Customer's risk.
4. The delivery times stated by Floodingmanager are estimated. These times are determined based on the data and circumstances known at the time of entering into the Agreement. These times are never considered as strict deadlines, and exceeding them does not entitle the Customer to compensation for damages or costs.
5. The Customer must ensure that the actual delivery of the ordered products can take place in a timely manner.
6. Transportation costs and/or import duties are borne by the Customer unless otherwise agreed by the parties.

Article 8: complaints

1. Without prejudice to the Right of Withdrawal, any claims asserted by the Customer due to floodingmanager's alleged failure to meet its obligations (including warranty) must be communicated in writing and with reasons to Floodingmanager ([email protected], stating the Customer's name and order number) within 30 days of the Customer discovering or reasonably being able to discover the defect.
2. In the absence of such communication, the Customer is deemed to have approved the Product and received it without protest.
3. Delivered and approved Products will not be taken back by Floodingmanager unless otherwise agreed.
4. If the packaging of a delivered product is opened or damaged, the Customer must have a note made by the carrier or delivery person regarding the receipt of the product. In the absence of such note, all rights that the Customer has against Floodingmanager are forfeited.

Article 9: termination, returns, suspension and setoff

1. Floodingmanager is entitled, without notice of default and without judicial intervention, to terminate or suspend any Agreement or part thereof at its own discretion, without prejudice to the right of Floodingmanager to claim additional damages. In such cases, the Customer is liable for the damages suffered by Floodingmanager, including interest and loss of profit, if:

• The Customer fails, fails properly, or fails timely to fulfill any obligation, whether related to payment or otherwise arising from any Agreement entered into with Floodingmanager; and/or
• In the event of (an application for) suspension of payment or bankruptcy, placement under guardianship, or liquidation of the Customer's business; and/or
• Floodingmanager has reasonable grounds to fear that the Customer will not fulfill its obligations.

2. The Customer has the right to terminate the Agreement if Floodingmanager fails to fulfill its obligations, and the Customer has sent a written notice of default to Floodingmanager. If the performance of obligations by Floodingmanager is permanently or temporarily impossible, termination can only occur after Floodingmanager is in default.
3. Upon termination, all (legal) claims against the Customer that are not affected by the termination and/or are a consequence of the termination become immediately due and payable.
4. The Customer is not entitled to any form of deduction and/or discount and/or authorized to any form of suspension and/or setoff.

Article 10: conformity

1. Floodingmanager guarantees that the Products comply with the specifications stated in the offer and are free from defects caused by manufacturing, construction, or material faults.
2. Floodingmanager does not guarantee that the Products will always have the intended effectiveness and/or completeness since their performance depends on factors beyond Floodingmanager's control. The use of the Product is at the Customer's own risk.
3. If a Product exhibits a deficiency as mentioned in clause 2, the Customer is entitled to free repair by Floodingmanager through repair or replacement, provided the following cumulative conditions are met:

• The deficiency is reported to Floodingmanager in writing within a reasonable time after its discovery or when it could reasonably have been discovered, as described in Article 8.

4. The Customer is required to read and follow the information and advice provided by the manufacturer that accompanies the delivered products.
5. The warranty does not apply if:

• There is wear and tear and/or defects due to aging;
• The cause of the defect cannot be clearly determined;
• The reported deficiency or damage is (partly) the result of the Customer's own fault;
• The Customer has repaired or modified the Product or had it repaired or modified;
• The damage is caused or partly caused by negligence of the Customer or third parties, including careless use, and/or the Customer's violation of Floodingmanager's instructions, guidelines, and advice; and/or
• The Product is exposed to abnormal conditions or used contrary to Floodingmanager's instructions or the relevant user manual/

6. The risk of loss, damage, or theft of the products covered by an Agreement between the parties passes to the Customer when these products are legally and/or physically delivered, as described in Article 7.
7. The right to make a complaint, as well as any claim for compensation and/or repair and/or replacement, expires if the Customer fails to make a complaint within the aforementioned time limit and/or if the Customer does not give Floodingmanager the opportunity to remedy the defects and/or the Products are not in the condition in which they were delivered.
8. The right to make a complaint, as well as any claim for compensation and/or repair and/or replacement, expires in any case if the Customer does not initiate legal proceedings within three months after becoming aware of or should have become aware of the subject matter of the claim.
9. Any claim against Floodingmanager based on non-conformity or otherwise will expire if:

• Floodingmanager is not given the opportunity to remedy the defects.
• Modifications are made by the Customer or on the Customer's behalf unless such modifications are made with prior written advice from Floodingmanager or after obtaining prior written consent from Floodingmanager.
• The Customer fails to fulfill the agreed payment obligations and/or other obligations under the Agreement.

Article 11: liability

1. Except in cases of wilful misconduct or gross negligence on the part of Floodingmanager or its management personnel (including supervisory subordinates), Floodingmanager shall not be liable for any direct or indirect damages, whether based on an Agreement concluded with Floodingmanager, tort, or otherwise.
2. Floodingmanager shall not be liable for (i) damages to persons or property other than the Product itself and (ii) consequential damages, including damages to other (immovable) property resulting from stagnation, loss of profits, or contractual loss.
3. Floodingmanager shall not be liable for damage caused by issues related to defects in the (immovable) property, such as subsidence, shrinkage joints, and/or cracks in or on the immovable property, due to factors including but not limited to age, renovation, wear and tear, subsidence in the ground, which may affect the effectiveness of the Product.
4. If, nevertheless, Floodingmanager is liable, liability (regardless of the basis) shall be limited to the invoice amount that Floodingmanager has received from the Customer under the relevant Agreement or, only if the insurer makes a payment, in any case, to a maximum of the amount for which Floodingmanager is insured or for which Floodingmanager should or could have been reasonably insured according to customary practices in the industry.
5. The Customer cannot derive any rights from information on the Website. The use of (information on) the Website is at the Customer's own risk.
6. All images, photographs, colors, drawings, and descriptions on the Website are indicative only and approximate, and they cannot lead to any compensation and/or (partial) termination of the Agreement or suspension of any obligation.
7. Floodingmanager is not liable for advice provided by or on behalf of Floodingmanager or for the achievement or non-achievement of results thereof.
8. The Customer indemnifies Floodingmanager against all claims by third parties relating to the products supplied by Floodingmanager and/or the services provided by Floodingmanager, including claims for damages, costs, fines, penalties, or interest for which the liability of Floodingmanager towards the Customer is excluded under these general terms and conditions.
9. If Floodingmanager enters into an Agreement with multiple Customers, each of them is jointly and severally liable for the full amounts owed to Floodingmanager under that Agreement.

Article 12: privacy

1. The Customer is deemed to have read and agreed to the privacy policy and cookie statement of Floodingmanager as set out on the Website.
2. When the Customer provides personal data, the Customer grants Floodingmanager permission to use this data, for example, to fulfill obligations and provide the expected service.
3. Floodingmanager requires personal data, for example, to:

• Process and deliver orders;
• Send marketing information, such as (digital) newsletters;
• Respond to inquiries and provide information about new and/or modified Products.

4. For a detailed explanation of the privacy policy, the processing of personal data, and cookies, Floodingmanager refers to its Website.

Article 13: force majeure

1. In the event of force majeure on the part of Floodingmanager, the Customer has no right to any compensation. Force majeure includes, but is not limited to, any circumstance beyond the control of Floodingmanager, even if such circumstance could have been foreseen at the time of concluding the Agreement, which permanently or temporarily prevents the performance of the Agreement by Floodingmanager. Force majeure also includes, to the extent not already included: calamities, war, threat of war, civil war, epidemics or pandemics, riots, strikes, natural disasters, production or transport disruptions, employee absenteeism, government measures, fire, and other disruptions in the business of Floodingmanager and/or its suppliers. Force majeure on the part of Floodingmanager also exists if the circumstance that hinders (further) performance of the Agreement occurs after Floodingmanager was supposed to fulfill its obligations.
2. In the event of force majeure on the part of the Customer or Floodingmanager, the parties shall make arrangements regarding the further performance of the Agreement. If the force majeure lasts longer than two months, Floodingmanager shall have the right to terminate the Agreement, without the Customer being entitled to any compensation.

Article 14: transfer of rights

1. The Customer may not transfer its rights from an Agreement to third parties without the prior written consent of Floodingmanager.
2. This provision shall be regarded as a clause with proprietary effect as referred to in Article 3:83(2) of the Dutch Civil Code.

Article 15: applicable law and disputes

1. Dutch law shall exclusively apply to all legal relationships between Floodingmanager and the Customer.
2. All disputes arising between Floodingmanager and the Customer as a result of an Agreement shall be submitted to the competent court of the Oost-Brabant district court. If, under the law, a different court is competent than the Oost-Brabant district court, the Customer shall have a period of one month from the moment Floodingmanager invokes this choice-of-forum clause to choose the court competent under the law for the settlement of the dispute.