General Terms and Conditions

ONYX is a trademark of Qumax Brands B.V.

Registered office: Dulleweg 41721 CT Broek op Langedijk (Head Office)
Chamber of Commerce number 73021245
VAT number NL859323638B01
GENERAL TERMS AND CONDITIONS OF SALE

Article 1 – Applicability of the general terms and conditions of sale, delivery and payment 1.1. These general terms and conditions of sale, delivery and payment (hereinafter: the “Terms and Conditions”) form part of every agreement concluded between Qumax (hereinafter: Qumax) on the one hand and any third party (hereinafter: Buyer) on the other hand, and of all quotations issued by Qumax relating to the delivery of movable goods. 1.2. Once they have become part of any agreement between Qumax and Buyer, the Terms and Conditions shall also form part of subsequent agreements concluded between Qumax and Buyer, even if the applicability of the Terms and Conditions is not referred to when such subsequent agreements are concluded. 1.3. Deviations from the Terms and Conditions shall apply only insofar as the parties have expressly agreed to them in writing and Qumax has accepted the deviations in writing. The deviations shall apply only to the quotation or agreement in connection with which they were made. 1.4. The complete or partial invalidity of any provision of the Terms and Conditions shall not affect the validity of the remaining provisions of the Terms and Conditions. 1.5. The applicability of the general terms and conditions invoked by Buyer is expressly rejected by Qumax. Buyer's general or special terms and conditions are excluded, in particular insofar as those terms and conditions relate to payment, set-off or the right to pledge or transfer claims held by Qumax against Buyers.

Article 2 – Quotations and formation of agreements 2.1. Every quotation issued by Qumax is non-binding, unless expressly stated in writing that it is irrevocable, and shall automatically lapse, unless expressly agreed otherwise in writing, thirty (30) calendar days after the date of the quotation. Quotations issued by Qumax may be accepted only in writing. 2.2. Agreements between the parties shall be concluded only when their formation has been confirmed to Buyer in writing on behalf of Qumax by persons authorized to do so, or when Qumax has performed the agreement without reservation in a manner apparent to Buyer. Notwithstanding the foregoing, unless expressly agreed otherwise in writing, Qumax shall first be obliged to deliver the ordered goods once the total minimum order value applicable to the country in which Buyer is established has been reached, or the minimum order value specifically stated in Qumax's quotation or order confirmation. Qumax shall be entitled, without being liable for any compensation and without prejudice to Qumax's rights under Article 15, to dissolve agreements concluded with Buyer or terminate them by notice if the aforementioned minimum order value has not been reached within a period of six weeks after the (first) agreement was concluded. 2.3. Amendments or additions to an agreement already concluded, as well as ancillary arrangements, shall be binding only if Qumax has confirmed them to Buyer in writing. 2.4. Drawings, images, dimensions or other delivery dates shall be binding only if expressly agreed in writing.

Article 3 – Prices 3.1. Unless expressly agreed otherwise in writing, all prices stated by Qumax in its quotations are non-binding. 3.2. All prices include tax (VAT).

Article 4 – Delivery 4.1. If Qumax displays or provides a drawing, photograph, model, design, calculation or other information, this is for illustrative purposes only. The goods ultimately to be delivered may differ from those shown. 4.2. Unless agreed otherwise, delivery within the countries of the Netherlands, Belgium, Denmark, Germany, France, the UK, Ireland, Italy, Luxembourg, Norway, Austria, Portugal, Spain, Sweden and Switzerland shall be delivered duty paid. Delivery to countries other than those listed above shall be ex works. 4.3. Buyer is obliged to accept the purchased goods at the time of delivery. If Buyer refuses acceptance or is negligent in providing information or instructions necessary for delivery, the goods shall be stored at Buyer's risk. In that case, Buyer must pay the storage costs, without prejudice to Qumax's right to demand performance and/or full compensation and to proceed to dissolve the agreement. 4.4. Buyer is obliged, under penalty of forfeiture of rights, to inspect the delivered goods for any shortages or damage within 24 hours after actual delivery, or to have this inspection carried out after Qumax has notified Buyer that the goods are available to Buyer. Damaged or incomplete goods shall be taken back and (if applicable) replaced by Qumax only insofar as they are returned in their original packaging. 2

Article 5 – Partial deliveries Qumax reserves the right to deliver in parts (partial deliveries), which may be invoiced separately. Buyer shall then be obliged to pay in accordance with the provisions of Article 12 of the Terms and Conditions.

Article 6 – Delivery period 6.1. The stated delivery period is always approximate and shall not be a strict deadline, unless expressly agreed otherwise in writing. 6.2. Qumax shall in no way be liable for exceeding the delivery period, regardless of the cause. Exceeding the delivery period shall not oblige Qumax to pay any compensation and shall not entitle Buyer to dissolve the agreement or refuse acceptance, or to invoke suspension of any obligation of Buyer.

Article 7 – Force majeure 7.1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, force majeure shall include: strikes (both organized and unorganized) within Qumax's business, a general lack of materials and other goods or services required to perform the agreed obligation, general transport obstructions, the failure by Qumax's suppliers to perform (whether or not attributable to them), strikes (both organized and unorganized) and staff shortages. 7.2. During a period of force majeure, Qumax's delivery and other obligations shall be suspended. If the period during which Qumax is unable to perform its obligations due to force majeure lasts longer than 6 months, both parties shall be entitled to terminate or dissolve the agreement in whole or in part by notice, without any obligation to pay compensation or make restitution in that case. 7.3. Qumax shall be entitled to demand payment for work already performed in the execution of the relevant agreement before the circumstance causing the force majeure became apparent. 7.4. Qumax shall also be entitled to invoke force majeure if the circumstance constituting force majeure arises after Qumax should already have performed its obligation.

Article 8 – Warranty 8.1. Subject to the provisions elsewhere in the Terms and Conditions, Qumax warrants that the goods delivered by it and the materials processed/used by Qumax will, for 12 months after delivery, meet the requirements normally applicable to them in commercial transactions. If Buyer has sufficiently demonstrated that the goods or materials do not meet the requirements normally applicable to them in commercial transactions, Qumax shall, at its discretion, either provide parts, repair the goods, replace them, or dissolve the agreement (in whole or in part), with a pro rata refund of the amount already paid by Buyer, without being liable for compensation. 8.2. The aforementioned warranty obligation shall lapse if: 3 a. Buyer makes or arranges for modifications to or repairs of the goods delivered without Qumax's prior written approval; b. Buyer uses the goods delivered for a purpose other than their apparent intended purpose; c. Buyer has handled, used or maintained the goods delivered in an (in Qumax's reasonable opinion) unskilled manner; d. Buyer fails to fulfill its obligations toward Qumax; e. Buyer has failed to fulfill its information obligations in accordance with Article 8.7; f. Buyer is otherwise wholly or partly responsible for the defect in the goods delivered. 8.3. Any costs of disassembly, shipping and transport shall be borne by and at the risk of Buyer. 8.4. A warranty for goods purchased elsewhere by Qumax shall be provided only if and insofar as the relevant manufacturer/supplier provides a warranty, and only to the extent of that warranty. 8.5. The warranty period shall not be extended after warranty repairs. 8.6. Buyer's assertion of a warranty claim shall not release Buyer from its obligations, such as payment and acceptance, under the agreement(s) concluded with Qumax. 8.7. If the goods delivered consist wholly or partly of glass, Buyer must properly inform the customer about the properties of and handling of this material and, more particularly, about the fact that even minor damage to tempered glass can cause differences in tension and subsequent glass breakage.

Article 9 – Complaints 9.1. Complaints must be submitted in writing as soon as possible, but no later than, subject to the period referred to in Article 4.4, within 7 working days after the defects have been discovered, with a precise description of the nature and grounds of the complaint(s) and the alleged basis for Qumax's liability for replacement, repair or compensation. Complaints that are not or insufficiently substantiated shall not be processed by Qumax. 9.2. After the expiry of the above period, Buyer shall be deemed to have approved the goods delivered. Complaints shall then no longer be processed by Qumax. 9.3. The goods delivered may be returned only after Qumax's prior written approval and subject to the conditions determined by Qumax.

Article 10 – Liability 10.1. Qumax's liability toward Buyer is, except as provided in the following paragraphs, limited to Qumax's fulfillment of its warranty obligations as described in Article 8. 10.2. Qumax's liability for torts committed by it is excluded, except insofar as these result from intent or deliberate recklessness on the part of Qumax's managerial subordinates. Qumax's liability for indirect and consequential damage suffered by Buyer as a result of an attributable failure by Qumax to perform its obligations under any agreement is likewise excluded, including, but expressly not limited to: loss of profit, loss of turnover, non-material damage, missed opportunities and damage to reputation, unless such damage results from intent or deliberate recklessness on the part of Qumax's managerial subordinates. 10.3. Qumax's liability for direct damage suffered by Buyer that results from or is related to an attributable failure by Qumax to perform its obligations toward Buyer under an agreement concluded with Buyer is limited to cases in which Buyer proves that the damage is the direct result of the attributable failure, and is furthermore limited per event or series of related events with a common cause to the value agreed between the parties (excluding VAT) of the obligation(s) in the performance of which Qumax has thus attributablely failed, and in that case per delivered item, up to a maximum of € 2.500,– per event or series of events with a common cause, unless a more extensive limitation follows from one of the following paragraphs. 10.4. Any claim against Qumax based on an agreement concluded with Qumax shall lapse by the mere passage of one year, unless a valid summons has been issued before then. The limitation period begins on the day following the day on which Buyer became aware of both the damage and the liable party. 10.5. All defenses that Qumax may derive from the agreement concluded with Buyer to reject its liability may also be invoked against Buyer by its personnel and third parties engaged by it in the performance of the agreement, as if its personnel and those third parties themselves were parties to the agreement. 10.6. Terms and conditions limiting, excluding or determining liability that may be invoked against Qumax by third parties may also be invoked by Qumax against Buyer.

Article 11 – Indemnification Buyer indemnifies Qumax, its personnel and any third parties engaged by Qumax in connection with the performance of its obligations under the agreement against all claims by other third parties for compensation for any damage allegedly or actually suffered by the latter, caused by or otherwise related to services performed by Qumax under the agreement.

Article 12 – Payment terms 12.1. Unless expressly agreed otherwise in writing, payment of each invoiced amount must be made before delivery and in accordance with the method stated on the invoice. Payment must be made in the agreed currency and without set-off, discount and/or suspension. After acceptance and the granting of a credit limit by Qumax's credit insurer, Qumax may decide to allow payment within fourteen (14) calendar days after the invoice date and in the manner stated on the invoice. In that case, Qumax shall deliver orders to Buyer only if the total amount of Buyer's outstanding debtor balance, 5 plus the amount of Buyer's outstanding orders, does not exceed the granted limit. Qumax reserves the right to adjust the limit at its own discretion at any time based on new information from the credit insurer and/or Buyer's payment behavior. 12.2. In the event of late payment of an invoice, Buyer shall be in default without notice of default and all of Buyer's payment obligations shall become immediately due and payable. This shall also be the case if Buyer is declared bankrupt or applies for a moratorium on payments. 12.3. In the event of late payment of an invoice, Buyer shall owe the statutory commercial interest (Article 6:119a of the Dutch Civil Code), increased by 2% of the invoice amount, from the invoice due date. In addition, Qumax shall be entitled to charge € 7,50 in reminder costs. 12.4. All judicial and extrajudicial costs reasonably incurred by Qumax (including, but not limited to, bailiff's fees and legal assistance costs) in connection with Buyer's failure to fulfill its obligations shall be borne by Buyer, subject to a minimum of 10% of the principal amount owed (including VAT) or an amount of € 250,=, whichever is higher. This minimum compensation shall also be regarded as an incentive for Buyer to properly fulfill its (payment) obligations (penalty clause). 12.5. Payments made by Buyer shall always first be applied to all interest and costs due and secondly to the invoices that have been due and payable for the longest period, even if Buyer states that the payment relates to a later invoice. 12.6. Notwithstanding the foregoing, Qumax shall at all times have the right to demand cash payment or, before proceeding with delivery or further performance of the work, to require Buyer to provide sufficient security for timely payment. Security shall be provided by furnishing an irrevocable bank guarantee from a reputable Dutch banking institution or by providing other security reasonably equivalent thereto.

Article 13 – Retention of title 13.1 Delivered goods shall remain the exclusive property of Qumax for as long as the buyer has not fulfilled the claims relating to the consideration for: – goods delivered or still to be delivered to the buyer by Qumax under the agreement, or – work or services performed or still to be performed for the buyer under such an agreement, as well as – claims arising from failure to perform such agreements. With regard to these goods, Qumax shall also acquire co-ownership as security for all outstanding claims against the buyer, including goods in respect of which Qumax's ownership is lost through processing, incorporation, accession, transformation or otherwise. As soon as the buyer fails to fulfill one or more of its obligations toward Qumax, all claims of the buyer shall become immediately and fully due and payable and Qumax shall be entitled, without any notice of default or court intervention, to exercise the rights arising from its retention of title. 6 13.2 Before the aforementioned transfer of title, the buyer shall not be entitled to sell, deliver or otherwise dispose of the goods delivered other than in the ordinary course of its business and in accordance with the normal intended use of the goods. This authority shall lapse when the buyer is granted a (provisional) moratorium on payments or is declared bankrupt. Buyer may under no circumstances use goods subject to retention of title as security for claims of third parties. 13.3 Before the aforementioned transfer of title, Qumax shall at all times have access to the goods owned by it, wherever they are located. GENERAL TERMS AND CONDITIONS OF SALE GENERAL TERMS AND CONDITIONS OF SALE 5 # 6 13.4 In the event of a violation of the provisions of this article, the buyer shall owe a penalty of 10% of the claim outstanding at the time of the violation, without prejudice to the provisions of Article 10 paragraph 6. 13.5 Buyer may agree with a third party that the third party will pay the purchase price on its behalf and will be subrogated to Qumax's claim. Payment by a third party who is subrogated to the seller's claim shall not cause the retention of title described in this article to lapse. 13.6 In the event of subrogation as referred to in paragraph 5, Qumax shall transfer the reserved ownership of the goods for which the third party has paid the purchase price to the subrogated third party. From the time of subrogation, the buyer shall hold the described goods for the subrogated third party. 13.7 Subrogation to the claim and transfer of the reserved ownership to a third party as referred to in paragraphs 5 and 6 shall not affect the buyer's right to hold Qumax liable if the seller fails in any way to perform the agreements concluded between them.

Article 14 – Intellectual property rights 14.1. All intellectual property rights, including copyrights and registered and unregistered design rights, in drawings, photographs, catalogs, models, designs, calculations and similar materials made available by Qumax to Buyer (hereinafter: “the Materials”) shall at all times remain vested in Qumax and shall never transfer to Buyer. Where these Terms and Conditions refer to “delivery” or derivatives of this word, this shall not imply that a transfer of intellectual property rights is intended. Buyer shall receive only a non-exclusive, non-transferable and revocable right to use the Materials in unmodified form for its own use, which right shall never extend beyond the expressly agreed use or the use reasonably required in the performance of the agreement. 7 14.2. Without prejudice to the general scope of Article 14.2, Buyer is expressly not permitted to copy and/or edit the contents, including photographs, of catalogs made available by Qumax. If and insofar as Qumax makes digital photographs available to Buyer, the use of these photographs shall be permitted only for the purposes expressly indicated by Qumax, and their use on any website is prohibited unless Qumax has expressly granted its prior written consent. Qumax shall be entitled to withdraw its consent to use the Materials with immediate effect at any time, without thereby becoming liable to Buyer for compensation, in which case Buyer must immediately return the Materials to Qumax. 14.3. If and insofar as it is established in court that the goods delivered by Qumax to Buyer infringe any copyright and/or design right of third parties applicable in the Netherlands, Qumax shall take back the goods in exchange for reimbursement of the purchase price paid by Buyer. The aforementioned reimbursement of the purchase price shall be Buyer's sole remedy in this regard.

Article 15 – Termination and cancellation 15.1. Without prejudice to the provisions of Article 6:265 of the Dutch Civil Code, Qumax shall be entitled to terminate or dissolve the agreement concluded with Buyer, without being liable for compensation, if: a. Buyer is declared bankrupt, applies for bankruptcy or bankruptcy is applied for against it; b. Buyer applies for a (provisional) moratorium on payments or proceeds to liquidate; c. an attachment is levied on Buyer's assets or part thereof. 15.2. Unless complete or partial cancellation was excluded when the agreement with Qumax was concluded, Buyer shall be entitled, within six weeks after its conclusion, but not within a period of fourteen days before the delivery date intended by Qumax, to cancel or terminate the agreement in whole or in part by written notice addressed to Qumax, against payment to Qumax of 30% of the agreed purchase price corresponding to the canceled part of the agreement. The termination shall take effect only after Qumax has received the aforementioned payment. Partial termination of an agreement resulting in a remaining order value below the minimum order value applicable to the country in which Buyer is established or specifically stated in Qumax's quotation or order confirmation shall not be possible.

Article 16 – Applicable law and disputes 16.1. All quotations issued by and agreements with Qumax shall be governed exclusively by Dutch law. GENERAL TERMS AND CONDITIONS OF SALE GENERAL TERMS AND CONDITIONS OF SALE 6 # 6 16.2. All disputes, including those regarded as such by only one party, arising from or relating to the agreement to which the Terms and Conditions apply or concerning the Terms and Conditions themselves and their interpretation or performance, whether factual or legal in nature, shall be adjudicated exclusively by the competent court in Amsterdam, unless Qumax prefers to submit the dispute to the competent court in the place where Buyer resides or is established. 8

Article 17 – Inconsistency between Dutch text and translation In the event of an inconsistency between the text of the Terms and Conditions in the Dutch language and, where applicable, that in another language, the Dutch version shall be binding.

Article 18 - You have the right to cancel your order up to 14 days after receipt without giving a reason. After cancellation, you have another 14 days to return your product. You will then be credited with the full order amount, including shipping costs. Only the costs of returning the product from your home to the online store are at your own expense. These costs amount to approximately 7.25 per package; please consult your carrier's website for the exact rates. If you exercise your right of withdrawal, the product must be returned to the trader with all accessories supplied and, if reasonably possible, in its original condition and packaging. To exercise this right, you can contact us at info@shopqumax.nl. We will then refund the order amount owed within 14 days after notification of your return, provided that the product has already been received back in good order.

If the product is damaged or the packaging is more damaged than necessary to try the product, we may charge you for this reduction in the product's value. Therefore, handle the product with care and ensure that it is properly packaged when returned.

Article 19 - Complaints procedure
The trader has a sufficiently publicized complaints procedure and handles complaints in accordance with this complaints procedure. Complaints about the performance of the agreement must be submitted to the trader fully and clearly described within 2 months after the consumer has discovered the defects. Complaints submitted to the trader will be answered within 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, the trader will respond within the 14-day period with an acknowledgment of receipt and an indication of when the consumer can expect a more detailed response. If the complaint cannot be resolved by mutual agreement, a dispute arises that is subject to the dispute resolution procedure. In the event of complaints, consumers must first contact the trader. If the online store is affiliated with WebwinkelKeur and the complaint cannot be resolved by mutual agreement, the consumer must contact WebwinkelKeur (www.webwinkelkeur.nl), which will mediate free of charge. Check whether this online store has an active membership at https://www.webwinkelkeur.nl/ledenlijst/. If no solution is reached, the consumer may have their complaint handled by the independent disputes committee appointed by WebwinkelKeur. Its decision is binding, and both the trader and the consumer agree to this binding decision. Costs are associated with submitting a dispute to this disputes committee, which must be paid by the consumer to the relevant committee.

Something may always happen that does not go entirely as planned. We recommend that you first make complaints known to us by emailing info@onyxjourney.nl. If this does not lead to a solution, it is possible to submit your dispute for mediation via WebwinkelKeur through https://www.webwinkelkeur.nl/kennisbank/consumenten/geschil.