Terms Of Service

**General Terms and Conditions of Sales**

*Prescents, Wijchen, Netherlands*

**General Terms and Conditions**

1.1 These general terms and conditions of sales are applicable to and form an integral part of all sales agreements concluded by Prescents™ as the seller of design perfume and various consumer goods (hereafter: "Prescents").

1.2 Prescents™ does not accept any general terms and/or conditions of the customer (hereafter: "Customer"), except if and insofar as any condition or conditions have been accepted by Prescents™ in writing.

1.3 If Prescents's order confirmation contains any conditions that deviate from these general conditions, the conditions in Prescents' order confirmation will prevail.

**Agreement**

2.1 All offers and quotations of Prescents™ are without obligation and valid until 30 days after the date of being made.

2.2 All (online) sales by Prescents™ are confirmed in writing (by email, digital confirmation, or by regular mail) and eventually approved and confirmed by a digitally confirmed sales contract.

2.3 The Customer is also deemed to have accepted Prescents' order if they have requested the execution of the order.

2.4 Any (order) confirmations from the Customer that deviate from Prescents' order confirmation are only binding to Prescents™ if Prescents™ has accepted such deviations in writing.

**Price and Terms of Payment**

3.1 The price in Prescents' order confirmation is fixed and inclusive of 21% Dutch VAT.

3.2 All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state, or local, shall be paid and borne by the Customer.

3.3 Prescents™ is entitled to increase the price retroactively if the cost price determining factors have been subject to an increase. These factors include, but are not limited to: production costs, raw and auxiliary materials, energy, products or materials obtained by Prescents™ from third parties, taxes, levies, governmental charges, freight costs, and insurance premiums. Prescents™ shall notify the Customer of such increase.

3.4 Set-off or retention of payment by the Customer is not allowed unless Prescents™ confirms in writing that set-off or retention of payment is allowed by the Customer.

3.5 Customer shall be deemed to be in default without a reminder or notice of default if it fails to effect payments due. Default interests may be charged at an annual rate of 12%.

3.6 In all cases, Prescents™ remains the unrestricted owner of the goods until the moment that the Customer has fulfilled all commitments and payments in full have been received by Prescents™.

3.7 Upon completion, additional storage fees of 1% of the total invoice price per week (with a minimum of EUR 50,- per week) will be charged to store merchandise if the outstanding invoice balance is not paid in full and shipping arrangements have not been made within ten business days from the date of product reception from Prescents™. The 1% charge will be compounding each week until the outstanding invoice is paid in full, and shipping arrangements have been made.

3.8 Prescents™ is entitled to command a minimum of 100% payment in advance against online sales of the goods.

3.9 There are warranties with the goods of Prescents™ for the duration of twelve months after the Customer has purchased the goods. When issues arise, Prescents™ reserves the right to determine whether a replacement or repair is most appropriate. If Prescents™ decides to provide additional specific warranties regarding certain goods, this will be made clear in the order form. Warranties of Prescents™ explicitly do not apply to:

(1) water damages to the goods of Prescents™;

(2) damages as a result of repairs by third parties without the consent of Prescents™;

(3) adjustments to the goods of Prescents™;

(4) wrongful maintenance of the goods of Prescents™;

(5) if the goods of Prescents™ have been used for purposes other than intended by Prescents™;

(6) extensive use of the goods of Prescents™ outdoor or in the rain.

**Delivery and Delays**

4.1 Prescents is entitled to partial shipment of orders. Each delivery can be seen as a separate contract. It is the Customer's responsibility to ensure that goods will fit through doors, windows, and/or lifts. Prices exclude delivery by a postal service. Transit time depends on the particular situation.

4.2 Prescents shall be released from the agreed delivery dates and periods to the extent that and as long as circumstances occur, which substantially impede performance.

4.3 In the event of a substantial impediment to performance under clause 4.2, Prescents is entitled to rescind the contract with immediate effect without damages or extend the agreed delivery period by the duration of such impediment and time required to make adjustments or to be able to deliver. If such an extension period will be longer than two months, then the Customer may rescind the agreement. If the continuation of the agreement appears unreasonable for either party before the extension period has expired, that party may rescind or terminate the contract. Prescents shall give notice to the Customer of the duration of the extension period.

4.4 In case of an extension of delivery, Prescents is entitled but not obliged to supply goods equivalent to those agreed with the Customer or to replace failed deliveries with third-party goods of equal value and quality within the extension period.

4.5 In case the Customer is in default with any obligation under the agreement with Prescents, then Prescents is entitled to postpone delivery by the same number of days as the Customer was in arrears in addition to a reasonable period for making appropriate arrangements. Prescents is also entitled to suspend its own obligations as long as the Customer is in default. In case the Customer comes subject to bankruptcy law, Prescents may either suspend any obligations or cancel further deliveries; any loss or damages incurred by the Customer's default is for the account of the Customer.

4.6 Because of applicable E.U. law, Prescents is entitled to request the Customer for duly certified copies of custom’s documents, certifying that the goods delivered by Prescents have been put into free circulation in the country of destination outside the E.U. The Customer will hand these documents upon the first request by Prescents.

**Examination and Conformity to Specifications**

5.1 On delivery, the Customer shall examine the goods and verify that the delivered goods meet all contractual requirements.

5.2 Any complaints about the delivered goods should be made in writing and should reach Prescents not later than seven (7) days from the date of delivery and within seven (7) days from the date of discovery of any non-conformity of the goods. The use of the goods shall be deemed to be an unconditional acceptance of the goods and a waiver of all claims in respect of the goods.

5.3 Duly specified complaints do not affect the obligation of the Customer to pay the price for the goods. Upon receipt of a notice of defect, Prescents is entitled to suspend all further deliveries until the complaints are investigated and established to be unfounded and/or refuted or until the defect has been totally cured.

**Right of Return**

6.1 When ordering at Prescents, a cooling-off period of 30 calendar days after delivery is applicable, unless explicitly excluded by Prescents. The Customer has the right to return the goods delivered under the following conditions:

(i) the goods