These General Conditions of Purchase were originally drawn up in the Dutch language. If use is made of a translated text, any possible lack of clarity resulting from the translation will be resolved on the basis of the Dutch text.

Article 1 - Definitions

In these terms and conditions, the following terms are understood to mean:

Agreement: the agreement in which the consumer receives products and/or services in connection with a distance purchase contract and these products/services have been delivered by the company or a third party on the basis of an agreement between this third party and the company;

Business client: the purchaser acting in the course of a profession or a business;

Buyer: the purchaser/contracting party or anyone wishing to or entering into an agreement with the company;

Company: Tup To Do Good B.V.

Completion: the making available of the agreed goods and/or work, ready for use as agreed;

Consumer: a customer not acting in the course of a profession or a business;

Cooling-off period: the period within which the consumer may use its right of withdrawal;

Customer: the buyer/client or a person who concludes or wishes to conclude an agreement with the company;

Day: a calendar day;

Delivery: the actual offering of the purchased goods and/or the agreed goods and/or semi- finished products to the customer;

Digital contents: data produced and delivered in digital form;

Distance purchase: agreement between the company and the consumer in connection with an organised system for distance sale and purchase of products, digital contents and/or services, involving solely or partly, up until the conclusion of the agreement, the use of one or more techniques for long distance communication;

Durable data carrier: every device, including e-mail, that enables the consumer or company to store personal information in a way that makes it possible to access or use this information in the future within a period that is relevant for the purpose for which this information was made available, and that enables unaltered reproduction of this stored data;

Right of withdrawal: the possibility for a consumer to cancel the distance contract within the cooling-off period;

Technique for long distant communication: device that can be used for the entering into of an agreement, without the need for the consumer and the company to be in the same space.

Article 2 – Identity of the Company

Name Company: Up To Do Good B.V.. B.V.

Visiting address: Aankomstpassage 29 1118 AX Luchthaven Schiphol
Delftseplein 8, 3013AA Rotterdam CS

Office address: Pilotenstraat 18C, 1059 CJ Amsterdam

Telephone number: 020 6123 292

E-mail address: info@uptodogood.nl

KvK-number: 75624354

BTW identification number: NL 860343753B01

Part I Conditions to an agreement between the company and a consumer

Article 3 – Applicability

1. These general conditions are applicable to every offer of the company and to every distance purchase between the company and a consumer.
2. Before the conclusion of a distance purchase, the text of these general conditions will be made available to the consumer. If this is reasonably not feasible, the company will inform the consumer, prior to the conclusion of the distance purchase, in which way the general conditions are made available by the company and that these will be send to the consumer as soon as possible at its first request and free of charge.
3. In case the distance purchase is concluded electronically, in deviation of article 3.2, the text of these general conditions may be made available to the consumer electronically prior to the conclusion of the distance purchase, and in such a way that these general conditions can be easily stored on a durable data carrier by the consumer. If this is reasonably not feasible prior to the conclusion of the distance purchase, the company will inform the consumer, prior to the conclusion of the distance purchase, where the general conditions are made available electronically, and that the general conditions will be send to the consumer as soon as possible electronically or in any other way at its first request and free of charge.
4. The company maintains the right to change these general conditions from time to time, without informing the buyer.

Article 4 – The offer

1. The offer contains a complete and accurate description of the products, digital contents and/or services offered. The description is sufficiently detailed to enable the consumer to make an accurate judgement of the offer. If the company uses images, these images will be true representations of the products, services and/or digital contents. Apparent mistakes or obvious faults in the offer are not binding for the company.
2. Every offer contains such information, that the consumer’s rights and obligations by accepting the offer, are clear to the consumer.

Article 5 – The agreement

1. Notwithstanding article 5.4, the agreement is concluded at the moment the consumer accepts the offer and complies with the conditions thereto.
   If the consumer accepts the offer electronically, the company will confirm the receipt of the acceptance of the offer without delay. As long as the receipt of the acceptance is not confirmed by the company, the consumer may terminate the agreement.
2. In case the agreement is concluded electronically, the company will take appropriate technical and organisational measures to secure the electronic transfer of the data and he will provide a secure web environment. If the consumer is able to pay electronically, the company will take appropriate security measures.
3. The company may, within the boundaries of the law, inquire if the consumer is able to comply with its payment obligations, and may inquire on any facts and factors that might be important to responsibly enter into a distance purchase. If the company has good cause on the basis of this investigation for not entering into an agreement, it is entitled to refuse an order or request by such consumer or to impose special conditions on the execution thereof.
4. The company will, ultimately on the delivery of the product or services to the consumer, provide the following information in writing or in such a way that this information can be stored on a durable data carrier by the consumer:
   
   - the visiting address of the company where the consumer may lodge complaints;
   - the conditions and way in which the consumer can invoke its right of withdrawal, or a clear notification that the right of withdrawal is excluded;
   - information regarding warranties and after sales;
   - the price of the product, digital contents or service, including any taxes,
   - if applicable, the method of payment, delivery or execution of the distance purchase;
   - in case the consumer has a right of withdrawal, the standard form of withdrawal.

Article 6 – Right of withdrawal; exclusion

1. The consumer may terminate the purchase agreement for a product during a contemplation period of 14 days without cause. The company may request the reasons for the termination, but it cannot obligate the consumer to provide such reason(s).
2. The cooling-off period referred to in article 1, starts on the day following the day the consumer, or a third party designated by the consumer, not being the carrier, has received the product, or:
   
   in case the consumer has purchased several products in one order:
   
   the day on which the consumer, or a third party designated by it, has received the last product. The company may, if it has informed the consumer thereof prior to the ordering process in a clear matter, refuse an order including products with different delivery times; or:
   
   in case the delivery of the products consist of multiple shipments or parts:
   
   the day on which the consumer, or a third party designated by it, has received the last shipment or the last part.
   
   Which products are excluded from the right of withdrawal?
3. The right of withdrawal of 14 days is excluded with products that are delivered to the consumer if these are:
   
   - delivered in conformity with specifications of the consumer, or
   - specially made for the consumer (so not prefabricated); or
   - made on the basis of individual choices or decisions of the consumer;
   - not suited for withdrawal for hygienic reasons, such as bathing clothes;
   - clearly indicated for a specific person, or
   - have by their nature been mixed irrevocably with other products.

Article 7 – Obligations of the consumer during the cooling-off period

1. During the cooling-off period, the consumer is obligated to take good care of the product and the packaging. The consumer will only unpack the product as far as necessary to establish the nature, characteristics and functionality of the product. Starting point is that the consumer can only treat and inspect products in the same way as in a store.
2. The consumer is only liable for loss of value of the product resulting from product handling beyond the handling described in sub 1.

Article 8 – Execution of the right of withdrawal by the consumer and costs thereof

1. If the consumer exercises its right of withdrawal, it will notify the company within the cooling-off period by using the standard form of withdrawal, or in another unequivocal way.
2. As soon as possible, but within 14 days following the day of the notification referred to in sub 1, the consumer will return the product, or will hand this over to (a representative of) the company. This is not necessary if the company has offered to pick up the product itself. The consumer has complied with the cooling-off period in any case if the product is returned before the ending of the cooling-off period.
3. The consumer will return the product complete, in original state and the consumer will make sure that it is wrapped in the original packaging. The consumer will return the product in conformity with reasonable and clear instructions of the company.
4. The risk and burden of proof for the correct and timely execution of the right of withdrawal, lies with the consumer.
5. The consumer bears the direct costs for returning the product.

Article 9 – Obligations of the company in case of withdrawal

1. The company will reimburse all payments of the consumer without delay, but in any case within 14 days following the day the consumer notifies the company of the withdrawal. Unless the company offers to pick up the product itself, in which case it may postpone the reimbursement until it has received the product or the consumer has provided sufficient proof that the product has been returned, whichever is sooner.
2. The company uses the same means of payment the consumer has used, unless the consumer agrees to another way of payment. The reimbursement is free of charge for the consumer.
3. If the consumer has chosen a more expensive way of transportation than the standard method, the company does not need to reimburse these extra costs.

Article 10 - Delivery and execution

1. The company will do its utmost when receiving and executing orders for products and with the handling of requests for the rendering of services.
2. The place of delivery will be the address indicated by the consumer to the company.
3. If no specific delivery period is agreed upon, the delivery period will be 30 days.
4. Notwithstanding article 4 of these conditions, the company will execute received orders expeditiously, but in any case within 30 days.
5. In case of a delay in delivery, or if the order cannot or only partly be executed, and the order is cancelled by the consumer, the company shall reimburse all payments of the consumer without delay as referred to in article 9.1.
6. The risk of damage and/or loss of products lies with the company until the moment of delivery to the consumer, or a representative indicated by the consumer to the company prior to the delivery, unless explicitly agreed otherwise.

Article 11 – Dispute resolution

1. The company has its own procedure for complaints as indicated on its website. Complaints will be dealt with in accordance with this complaints procedure.
2. Complaints about the execution of an agreement should be notified completely and clearly to the company within 14 days after the deficit has been established, failing which the consumer might loose its rights to claim.
3. Customers that file a complaint with the company will receive an answer within 14 days after the date of receipt. If the company foresees that the answer to a complaint will take longer, the company will answer the consumer with an indication of a more elaborate response.

Article  12 – Dutch law

Dutch law applies to all agreements that fall under the scope of these general conditions.

Part II Conditions to an agreement between the company and a business client

Article 13 – Applicability

1. These general conditions are applicable to every offer of the company and to every distance purchase between the company and a business client.
2. Before the conclusion of a distance purchase, the text of these general conditions will be made available to the buyer. If this is reasonably not feasible, the company will inform the buyer, prior to the conclusion of the distance purchase, in which way the general conditions are made available by the company and that these will be send to the buyer as soon as possible at its first request and free of charge.
3. In case the distance purchase is concluded electronically, in deviation of article 3.2, the text of these general conditions may be made available to the buyer electronically prior to the conclusion of the distance purchase, and in such a way that these general conditions can be easily stored on a durable data carrier by the buyer. If this is reasonably not feasible prior to the conclusion of the distance purchase, the company will inform the buyer, prior to the conclusion of the distance purchase, where the general conditions are made available electronically, and that the general conditions will be send to the buyer as soon as possible electronically or in any other way at its first request and free of charge.
4. The company maintains the right to change these general conditions from time to time, without informing the buyer.

Article 14 – The offer

1. The offer contains a complete and accurate description of the products, digital contents and/or services offered. The description is sufficiently detailed to enable the buyer to make an accurate judgement of the offer. If the company uses images, these images will be true representations of the products, services and/or digital contents. Apparent mistakes or obvious faults in the offer are not binding for the company.
2. Every offer contains such information, that the buyer's rights and obligations by accepting the offer, are clear to the buyer.

Article 15 – The agreement

1. Notwithstanding clause 4, the agreement is concluded at the moment the buyer accepts the offer and complies with the conditions thereto.
2. If the buyer accepts the offer electronically, the company will confirm the receipt of the acceptance of the offer without delay. As long as the receipt of the acceptance is not confirmed by the company, the buyer may terminate the agreement.
3. In case the agreement is concluded electronically, the company will take appropriate technical and organisational measures to secure the electronic transfer of the data and it will provide a secure web environment. If the buyer is able to pay electronically, the company will take appropriate security measures.
4. The company may, within the boundaries of the law, inquire if the buyer is able to comply with its payment obligations, and may inquire on any facts and factors that might be important to responsibly enter into a distance purchase. If the company has good cause on the basis of this investigation for not entering into an agreement, it is entitled to refuse an order or request by such buyer or to impose special conditions on the execution thereof.
5. The company will, ultimately on the delivery of the product or services to the buyer, provide the following information in writing or in such a way that this information can be stored on a durable data carrier by the buyer:
   
   - the visiting address of the company where the buyer may lodge complaints;
   - the price of the product, digital contents or service, including any taxes, and
   - if applicable, the method of payment, delivery or execution of the distance purchase.

Article 16 - Delivery and execution

1. The company will do its utmost when receiving and executing orders for products and with the handling of requests for the rendering of services.
2. The place of delivery will be the address indicated by the consumer to the company.
3. If no specific delivery period is agreed upon, the delivery period will be 30 days.
4. Notwithstanding article 4 of these conditions, the company will execute received orders expeditiously, but in any case within 30 days.
5. In case of a delay in delivery, the company will be allowed to extend the delivery. This extension period is equal to the original estimated delivery period with a maximum of one month. If the company delivers within this extension period, any price increase during this period will not be calculated.
6. In case of non-delivery within this extension period, the buyer is entitled to annul the agreement without notice of default or legal intervention.
7. In case of a delay in delivery, whatever the cause, the company is never liable for consequential damage in case of a business client.
8. The risk of damage and/or loss of products lies with the company until the moment of delivery to the buyer, or a representative indicated by the buyer to the company prior to the delivery, unless explicitly agreed otherwise.

Article 17 – Dispute resolution

1. The company has its own procedure for complaints as indicated on its website. Complaints will be dealt with in accordance with this complaints procedure.
2. Complaints about the execution of an agreement should be notified completely and clearly to the company within 14 days after the deficit has been established, failing which the buyer might lose its claim.
3. Buyer that file a complaint with the company will receive an answer within 14 days after the date of receipt. If the company foresees that the answer to a complaint will take longer, the company will answer the buyer with an indication of a more elaborate response.

Article 18 - Intellectual property

1. The company retains for its own benefit, if and insofar as possible, the intellectual property rights on, amongst other things, and whether or not enclosed in the offer, designs, images, drawings, samples, patterns and models that were made available to the buyer. They must be returned without delay upon demand of the company, without prejudice to any other legal remedies available to the company to safeguard its rights.
2. The buyer is not permitted to remove or change specifications regarding rights of intellectual property on/in the services delivered or made available by the company.
3. The buyer cannot, without the explicit permission of the company, duplicate, make public, exploit or exhibit in any way, any material of the company vested with intellectual property rights.

Article 19 - The offer

1. All offers are valid for the duration of 14 days following the date of the offer, unless it is otherwise stated in the offer. The buyer undertakes to inform the company about facts and/or circumstances that may affect the performance of the agreement, insofar as he knew or should have known these.
2. The offer shall include a full description of the goods to be delivered and the work to be performed, the total (purchase) price as well as the delivery time and the risks to both parties shall be expressly indicated in the offer.
3. The payment conditions are set down in the offer.

Article 20 - Retention of title

1. The company remains the owner of the goods sold by him to the buyer for as long as the buyer has not completely paid the purchase price and any surplus amount due to the company.
2. In the event that a buyer is granted suspension of payment, has been declared bankrupt or has become subject to statutory debt rescheduling as a natural legal person, the company has the right to cancel the agreement in its entirety or in part without a notice of default or court intervention being required.
   
   Providing surety in respect of business clients
3. In case of an agreement concluded with a business client, the company is entitled, before delivering or continuing with the delivery or fulfilment of the agreement, to demand security for duly meeting the payment obligations on the part of the buyer.
   
   Compensation in respect of business clients
4. In the performance of an agreement concluded with a business client, the company is never under obligation to pay any compensation other than what has been explicitly provided for in these terms and conditions, in particular as concerns the compensation of other direct or indirect damage, including damage suffered by third parties, loss of profit and such like.

Article 21 - The storage of goods

1. In the event that the agreed goods, after their presentation for delivery on the agreed delivery date, are not accepted, for a reason other than because of any defect upon delivery, the company shall within a reasonable term make a second delivery. After such refusal or second delivery, if applicable, the company is entitled to charge the buyer the storage costs and any further demonstrable damage and reasonably incurred costs.
2. In the event the second delivery is not accepted either, the company shall:
   - demand fulfilment of the agreement and charge storage costs, further demonstrable damage and reasonably incurred costs;
   - or first store the goods for 30 days charging storage costs to the buyer;
   - if the goods to be delivered are still not taken by the buyer, the company is entitled to consider the agreement cancelled as referred to in Article 14. If the company considers the agreement cancelled, the cancellation amount is increased by the amount of the storage costs for the 30 days.
3. In case of a refusal, whether after the first or second delivery, the company may act as provided under sub 2 at his discretion.
4. If the goods are paid for by the buyer, the company shall for a maximum of three months keep the goods in storage, whereby reasonable internal and external storage costs are charged to the account of the buyer, taking account of the purchase price of the goods and the duration of the storage period, unless agreed otherwise.
5. If the buyer, after three months, still does not take possession of the goods, then the agreement is considered cancelled as specified in Article 14, whereby reasonable internal and external storage costs made by the company may be charged. If the company decides to do so, the buyer must be informed of this intention in advance either in writing or electronically.

Article 22 - Transport and damage upon delivery

1. The agreement, unless otherwise agreed, includes transport of the purchased goods by the company who also bears the risk of damaging and loss. In the event the purchased goods are delivered by a professional transporting firm, it is the responsibility of the company to arrange for adequate insurance coverage.
2. If upon delivery damages are established, the buyer must make note of the damages on receipt of the goods. If upon delivery no opportunity exists to establish possible damages to the delivered goods, this must be stated by the buyer on the receipt. Clearly visible damages must be notified to the company at the very latest within two working days after delivery.

Article 23 - Payment

1. Every agreement of purchase and sale, takes place under the following general condition: payment within 30 days after the invoice date. Payments include remittance of the owed amount to a bank- or giro account number given by the company at the time of delivery
2. If the company makes a delivery under an agreement of purchase and sale in parts, it is entitled to demand payment with every part delivery. For every part delivery, the customer receives a part invoice.
3. If a buyer does not pay in time, it is legally considered, without further notice of default, to be in omission. Nevertheless, the company will send, after expiry of the payment term, a payment reminder in which the default is notified to the buyer and give the buyer the opportunity to pay within 14 days of the receipt of the payment reminder.
4. The company is, after expiry of the term specified paragraph 3, authorized without further notice of default to start collection procedures with regard to the amount owed to it. If the company makes use of third parties for collection, the costs incurred up to the amount of 15% of the outstanding principal sum and subject to a minimum of €35,-, are payable by the buyer.
5. If, after expiry of the term in the payment reminder as mentioned in paragraph 3, payment has still not been made, the company charges interest from the expiry date of the relevant term for payment as set out in paragraph 3 up to the day of receipt of the owed sum. The interest rate shall be equal to the legal interest rate.
   
   Suspension of payment obligation in case purchase and acceptance of work
6. In case of a complaint, the buyer is solely entitled to suspend payment of that part of the invoice that is reasonably related to the contents and seriousness of the complaint. This will not release the buyer from its obligation to pay the remaining part of the invoice within the agreed term.

Article 24 - Cancellation

1. If the buyer cancels the agreement, he must pay 30% of the amount that he should have paid at the time of concluding the agreement, unless the parties agreed otherwise upon entering into the agreement. The percentage as meant in the previous sentence is 50%, if the buyer cancels the agreement while he has already been informed that the completion or delivery or a part thereof in case of part delivery, can take place.
2. The percentages stated in the previous paragraph are definitive, unless the company can prove that the damage it suffered as a result of the cancellation is larger or if the buyer can sufficiently demonstrate that the extent of the damage is smaller.

Article 25 - Non-performance of the agreed work due to force majeure

1. If performance of the contractual obligations is temporarily impossible due to a reason that cannot be attributed to either party, the other party is released of its obligations for that period.
2. If performance of the contractual obligations for one of the parties remains entirely or partially impossible due to a reason that cannot be attributed to it, both parties shall make such efforts as are reasonably and fairly required in order for the agreement to be performed in its entirety or in part at a later date. Parties shall confer on this matter. If the parties fail to reach an agreement then the parties have the right to dissolve the agreement in its entirety or in part subject to compensation payable to the other party of the reasonably incurred costs.

Article 26 - Conformity and warranties

1. The delivered goods must possess the properties that the buyer on the basis of the agreement may expect in case of normal use thereof (conformity). This also applies to special use insofar this was provided for by the parties when entering into the agreement. If these expectations are not met, the buyer has the right to repair, replacement, cancellation and/or price reduction.
2. The company provides, on top of its legal obligations outlined in paragraph 1, the buyer with a guarantee on the delivered goods, insofar it concerns defects in respect of which the company is unable to sufficiently demonstrate that these are the result of not being used for the designated corresponding purpose. Unless explicitly shown from the contents of the offer or agreed otherwise in writing or electronically, the guarantee is given according to the following system:
   - up to six months after the invoice date: the costs for repair or replacement, including the cargo- and call-out charges, are completely payable by the company;
   - one year after the invoice date: the cost for repair or replacement, including the cargo- and call-out charges, are for 1/2 part payable by the company.
3. The right to replacement is not provided to the buyer insofar the defect can be repaired to a reasonable extent.
4. The right to compensation for the cargo- and call-out charges based on this article are limited to a maximum of 50% of the purchase price of the relevant goods.
5. The date of submitting the complaint by the buyer is decisive for the application of the abovementioned system.
6. These warranties only apply if the goods are used in conformity with their purpose.
7. The customer is under obligation to take due and proper care of the goods, which is understood to mean that the goods are correctly and adequately maintained and treated judiciously.
8. Deviations to the delivered good in respect of colour, wear-resistance, structure and such like, which from a technical point of view is acceptable according to valid, usual norms, or commercial usage, can limit or rule out the right to guarantee and/or compensation.

Article 27 - Liability

Without prejudice to its liability based on the law and that which between the parties is agreed, the company is not responsible for damage resulting from causes that the company did not know nor should have known.

Article 28 – Dutch law

All agreements subject to these terms and conditions shall be governed by Dutch law.