GENERAL CONDITIONS OF SALE B2B AND SELECTIVE DISTRIBUTION DAVIDTS

ARTICLE 1 - Definitions

In this contract, the following definitions apply:

• DAVIDTS: DAVIDTS, the producer-supplier of the "DAVIDTS" brand products;
• PRODUCT: any product bearing the mark "DAVIDTS" or "SECC" or "TRIOKY";
• APPROVED DISTRIBUTOR: the person authorized to purchase and resell PRODUCTS;
• CLIENT: the local distributor, to whom the APPROVED DISTRIBUTOR resells the PRODUCTS;
• CONSUMER: the final purchaser of the PRODUCT;
• COLLECTION: an assortment of travel luggage, business luggage and jewelry boxes forming a coherent set of models to meet specific needs. The various DAVIDTS collections are designated by 3 digits and a name (example: "261 Montecarlo").

ARTICLE 2 - Duration

2.1. These B2B general conditions are applicable to any sale made by DAVIDTS to an APPROVED DISTRIBUTOR, without time limit or number of orders.

They prevail over all other contractual conditions and are applicable as long as DAVIDTS does not sign any written amendment with the APPROVED DISTRIBUTOR.

2.2. The fact that DAVIDTS does not at any given time invoke any of the clauses of these general terms and conditions shall not be construed as a waiver of the right to invoke any of these clauses at a later date.

2.3. DAVIDTS reserves the right to modify these general terms and conditions at any time upon prior notification to the APPROVED DISTRIBUTOR by registered mail or e-mail. The modification is applicable to any subsequent order.

The general conditions in force on the day of the PRODUCTS order are applied to each order.

ARTICLE 3 - Conditions for approval

3.1. To be an APPROVED DISTRIBUTOR within the DAVIDTS network, the candidate-distributor must meet the conditions defined in this article.

3.2 In order to guarantee the coherence of the proposed offers, the APPROVED DISTRIBUTOR undertakes to present to its CLIENTS and CONSUMERS a significant number of elements belonging to the same COLLECTION.

This commitment does not imply that the APPROVED DISTRIBUTOR presents all the COLLECTIONS proposed by DAVIDTS but that he refers to at least 50% of the products that make up the COLLECTION he decides to present.

3.3. The APPROVED DISTRIBUTOR ensures the implementation of a quality after-sales service for the benefit of CLIENTS and CONSUMERS, allowing the replacement of wear parts on DAVIDTS products that require it.

The APPROVED DISTRIBUTOR is able to give additional technical explanations to its CLIENTS and CONSUMERS on the operation of locks, telescopic arms, on the possibilities of replacing wear parts, as well as on the warranty conditions specific to the PRODUCTS sold. To this end, the APPROVED DISTRIBUTOR undertakes to follow the tutorials and videos developed by DAVIDTS.

The APPROVED DISTRIBUTOR shall provide an annual explanatory report to DAVIDTS on the organization it has developed to provide after-sales service for the repair of the PRODUCTS it receives.

3.4. The APPROVED DISTRIBUTOR obtains the promotional material of DAVIDTS (roll-up, poster, life-style photos) and presents the PRODUCTS in the point(s) of sale of its CLIENTS (or prospects) in a grouped, neat manner, with emphasis on the "DAVIDTS" brand using the promotional material. It undertakes to regularly replace the promotional material deployed according to the new collections put on the market.

3.5. Compliance with the approval conditions defined in this Article may be checked in particular by visiting the point(s) of sale operated by the APPROVED DISTRIBUTOR or by visiting the point(s) of sale of the CLIENTS of the APPROVED DISTRIBUTOR.

3.6. Any finding of non-compliance shall be notified by registered letter addressed to the APPROVED DISTRIBUTOR, accompanied by a formal notice to comply with the conditions of approval within 30 days of its denunciation.

Any failure to comply beyond the 30-day period following its denunciation shall result in the loss of the status of APPROVED DISTRIBUTOR.

No order from a person who does not (or no longer) meet the conditions to be an APPROVED DISTRIBUTOR will be accepted by DAVIDTS.

3.7. In order to ensure the homogeneity of the distribution network, the APPROVED DISTRIBUTOR ensures that its CLIENTS undertake directly to DAVIDTS to respect obligations that are identical in every respect to those set out in these general conditions.

The APPROVED DISTRIBUTOR shall communicate at the first request of DAVIDTS, and within 30 days following the request, the list of its CLIENTS, as well as proof of the commitment they have made to DAVIDTS.

In the absence of proof of such a commitment, the DISTRIBUTOR shall bear the burden of the sanctions - in particular financial sanctions - provided for in the event of failure to comply with the obligations provided for in these general conditions.

ARTICLE 4 - Orders and deliveries

4.1. To engage DAVIDTS, any order must have been previously confirmed by him.

4.2. DAVIDTS takes all its measures to respect the delivery deadlines. However, this commitment is a commitment of resources. No penalty is due by DAVIDTS in case of delay.

Delay in delivery may in no case lead to the cancellation of the order.

4.3. Goods are shipped at the risk and peril of the APPROVED DISTRIBUTOR.

ARTICLE 5 - Payments

5.1. Unless otherwise agreed in writing, DAVIDTS' invoices are payable 30 days from the date of the invoice.

5.2. All invoices are payable in Liège. This right is not waived by drawing a draft on the APPROVED DISTRIBUTOR.

5.3. Any amount not paid on the due date shall automatically bear interest at the discount rate applied by the National Bank at the time of issue of the invoice for promises and drafts not domiciled in the bank, plus 2%.

5.4. In the event of non-payment of an invoice on its due date, DAVIDTS reserves the right to increase its amount by 15%, with a minimum of €25.

5.5. Failure to pay a single invoice on its due date shall automatically render the balance due on all other invoices, even those that are not yet due.

5.6. The exchange risk is borne by the APPROVED DISTRIBUTOR.

5.7. DAVIDTS' agents or representatives are not entitled to collect the amount of the invoice, unless expressly stipulated otherwise.

ARTICLE 6 - Transfer of ownership and guarantee

6.1. The PRODUCTS remain the property of DAVIDTS until full payment has been made.

6.2. In the event of resale of the PRODUCTS, the AUTHORIZED DISTRIBUTOR shall immediately assign to DAVIDTS, as security, all receivables resulting from their resale.

6.3. The risks are borne by the APPROVED DISTRIBUTOR as soon as the PRODUCTS have been returned to him or as soon as they have been shipped to him.

ARTICLE 7 - Online sales

7.1. The APPROVED DISTRIBUTOR who offers the PRODUCTS for sale online:

• is able to offer the PRODUCTS in one or more physical shops that it manages itself or that it owns in such a way as to enable the consumer to see and touch the products if he so wishes;
• ensures that its website includes a page dedicated to the "DAVIDTS" brand, accompanied by life-style photos provided by DAVIDTS;
• refrains from selling the PRODUCTS on sales platforms (e.g. Amazon, eBay, Facebook, Alibaba, etc.).

7.2. The violation of any of the obligations set out in this article immediately results in the loss of the status of APPROVED DISTRIBUTOR.

7.3. In the event of non-compliance with the obligations set out in this article, the APPROVED DISTRIBUTOR shall be liable to DAVIDTS for a lump sum fixed at an amount equivalent to the price of the orders placed by the APPROVED DISTRIBUTOR with DAVIDTS during a partnership year, calculated on the basis of the average of the last five years of the partnership or, if the duration of the partnership is less than five years, on the basis of the average of the years preceding the partnership breakdown, without this amount being less than €25,000.

DAVIDTS also reserves the right to demonstrate that its damage is greater than this fixed price, and to seek compensation.

The parties acknowledge that this fixed compensation corresponds to the minimum damage foreseeable at the time of signature of the agreement.

The right of DAVIDTS to claim such compensation is without prejudice to the right of DAVIDTS to bring an action for interim relief in order to obtain an order to end the violation on pain of daily fines.

ARTICLE 8 - Complaints

Any complaint relating to a delivery must be made in writing to DAVIDTS, at the latest within 5 days of receipt of the goods.

ARTICLE 9 - Intellectual Property

9.1. The sign "DAVIDTS" is protected by trademark law. It is also a well-established and widespread trade name.

The trademarks, company name, domain names of DAVIDTS, but also the www.davidts.eu website, its design, layout, content, texts and images that it presents, as well as the PRODUCTS, are protected by the intellectual property rights of which DAVIDTS is the owner.

9.2. The APPROVED DISTRIBUTOR undertakes not to infringe the property rights and intellectual property rights of DAVIDTS on the PRODUCTS and on all other elements protected by intellectual property rights held by DAVIDTS.

In particular, the APPROVED DISTRIBUTOR shall refrain from registering or claiming any ownership of the sign "DAVIDTS" or any of its variants, composition, declination, even after having interrupted his orders from DAVIDTS. Similarly, the APPROVED DISTRIBUTOR shall refrain from using the "DAVIDTS" trademark or any variant thereof as part of its corporate name, trade name, trademark or domain name

9.3. DAVIDTS grants the AUTHORIZED DISTRIBUTOR a non-exclusive license and the right to use the DAVIDTS trademark, for marketing related to the sale of PRODUCTS, provided that the AUTHORIZED DISTRIBUTOR has ordered at least PRODUCTS during the preceding year.

Any marketing material initiated by the APPROVED DISTRIBUTOR must either have been provided by DAVIDTS or be subject to prior review and approval by DAVIDTS with respect to content, style, appearance, composition and media.

9.4. The APPROVED DISTRIBUTOR undertakes to take the necessary measures to ensure that the rights of DAVIDTS are respected by the persons for whom it is responsible.

9.5. The AUTHORIZED DISTRIBUTOR must immediately notify DAVIDTS of any violation or attempted violation of DAVIDTS' intellectual property rights with respect to the PRODUCTS.

9.6. Any failure by the APPROVED DISTRIBUTOR to comply with the obligations provided for in this article shall automatically and without prior formal notice result in the payment of a fixed compensation of €25,000, without prejudice:

• the right of DAVIDTS to claim a higher compensation that it could justify;
• the right of any third parties involved to take legal action independently of DAVIDTS.

DAVIDTS also reserves the right to take legal action against counterfeiting.

Article 10 - Resolution

10.1. In the event of non-payment on the due date, DAVIDTS reserves the right to consider the sale as cancelled automatically and without formal notice.

10.2 If it appears that the credit of the APPROVED DISTRIBUTOR is deteriorating, in particular judicial enforcement measures are taken against the APPROVED DISTRIBUTOR and/or in the event of an event that calls into question the proper execution of the commitments made or makes them impossible, DAVIDTS reserves the right to require the APPROVED DISTRIBUTOR to provide the guarantees deemed appropriate for the proper execution of the commitments made, even if an order has already been partially executed (e. g. if the PRODUCTS have been totally or partially shipped).

In the event of refusal or inability of the AUTHORIZED DISTRIBUTOR to offer the requested guarantees, DAVIDTS reserves the right to cancel all or part of the orders in progress.

Article 11 - Final provisions

11.1. In the event that any provision of these general terms and conditions is or becomes invalid, the parties expressly agree that such invalidity shall not affect the other provisions. The general conditions will therefore continue to be fully effective without this provision.

The parties shall replace the annulled provision with another, having an economic effect as close as possible to that of the annulled provision.

11.2. Belgian law in these general terms and conditions.

In the event of a dispute, the Courts of Liège are the only competent courts or, at the choice of DAVIDTS, the Courts of Liège or the domicile of the APPROVED DISTRIBUTOR.