Article 1 - Definitions

1. These General Terms and Conditions apply to all offers by and agreements with the user of these General Terms and Conditions and its legal successors, as well as any associated companies or affiliates (together as well as individually hereinafter also called: Royalblue Sports and Lifestyle Group) relating to the delivery of goods and/or provision of services by the supplying party or the other party concerned (hereinafter also called: the Supplier).
2. The applicability of any general terms and conditions used or in use by Supplier is hereby explicitly rejected.
3. Any stipulations deviating from these General Terms and Conditions shall only apply in the event that and insofar as they have been accepted by Royalblue Sports and Lifestyle Group in writing.

Article 2 - Agreement

2.1 An agreement, in this article also including any changes and/or additions thereto, shall not be binding unless agreed upon in writing.

2.2 An agreement is concluded in writing (upon Royalblue Sports and Lifestyle Group’s discretion) at the moment when the contract is duly signed by the board of directors of Royalblue Sports and Lifestyle Group and by the Supplier, or on the date of dispatch (by post and/or by telefax and/or by e-mail) by Royalblue Sports and Lifestyle Group of the written order confirmation, duly signed by its board of directors. Promises by and arrangements with subordinates of Royalblue Sports and Lifestyle Group shall not bind Royalblue Sports and Lifestyle Group, unless these have been confirmed in writing by the board of directors of Royalblue Sports and Lifestyle Group.

2.3 The contract represents the contents of the agreement completely and correctly. The purchase order confirmation of Royalblue Sports and Lifestyle Group (hereinafter also called: “Purchase Order or “PO”) shall be considered to represent the contents of the agreement correctly, unless the Supplier rejects the PO forthwith in writing and well-motivated. In that event, Royalblue Sports and Lifestyle Group shall no longer be bound by the PO either.

2.4 The Supplier must procure any permissions, permits and/or licenses needed for the execution of the agreement, in time and at his expense, and he must see to it that the conditions made therein or thereby are observed. The Supplier shall be solely liable for any failure to acquire the permissions, permits or licenses, or to acquire them in time, or for the non-observance of the conditions made therein or thereby, whereas the Supplier shall indemnify Royalblue Sports and Lifestyle Group for any and all damage and costs arising from such failure including but not limited to all and any reasonable incurred legal expenses by Royalblue Sports and Lifestyle Group.

2.5 Unilateral cancellation of the agreement and/or any PO by the Supplier shall be null and void, unless Royalblue Sports and Lifestyle Group agrees to said cancellation in writing.

Article 3 - Confidentiality

3.1 Supplier shall keep all information in the broadest sense of the word, in connection with Royalblue Sports and Lifestyle Group or any of the products procured or sold by Royalblue Sports and Lifestyle Group, which has been brought or come to his knowledge by Royalblue Sports and Lifestyle Group and/or within the context of the offer and/or the agreement, in strict confidentiality and shall not disclose the same to any third party in any way, unless prior written consent has been granted by Royalblue Sports and Lifestyle Group to disclose any such information.

3.2 In the event Supplier breaches its obligations under this article, it forfeits an immediately payable fine of €10,000 per violation, to be increased by €1,000 for each day or part thereof that the violation continues. This does not affect the Supplier’s obligation to compensate Royalblue Sports and Lifestyle Group for any damages in addition to the stipulated fine.

Article 4 - Prohibition to make offers and such to Royalblue Sports and Lifestyle Group’s customer

Supplier shall cease and desist from making any offers, either directly or by third-party intervention, to customers and prospects of Royalblue Sports and Lifestyle Group. This prohibition is in effect during the term of the agreement and for a period of 3 (three) years after the termination of the agreement.

Article 5 – Intellectual property rights and other legal requirements

5.1 Supplier guarantees that any use of the delivered goods and/or services does not infringe any and all word – and figurative trademarks, copyrights, design rights or any other industrial or intellectual property rights of third parties (hereinafter also called: IP right holders) or any other rights of third parties.

5.2 The Supplier guarantees that the delivered goods and/or services are not counterfeit , pirated  nor can otherwise be considered fake goods and/or services, implying that the goods and/or services are produced by, under license of or otherwise produced with sufficient permission of the proprietor(s) of all intellectual property rights used in or on the goods and/or services, including the packaging thereof.

5.3 Supplier warrants and represents that:

(i) the goods sold to the Royalblue Sports and Lifestyle Group are authentic goods and that the goods have not been decoded or otherwise tampered with;

(ii) in the event of procurement by Royalblue Sports and Lifestyle Group of goods to be sold in the European Economic Area (EEA) on T2/e-AD status, that any delivered goods have been (previously) brought onto the market in the European Economic Area (EEA) by the IP right holder itself, or with its permission. This warranty also applies in the event that the Supplier did not buy the goods from the IP right holder itself. The Supplier guarantees that the delivered goods meet all requirements including but not limited to labeling requirements and are fit and suitable for sale and subsequent trade in the EEA. Upon first request Supplier shall provide Royalblue Sports and Lifestyle Group with any and all information relating to suppliers and any previous holders of the goods sold to Royalblue Sports and Lifestyle Group accompanied by (unredacted) underlying documents including – but not limited to – invoices and correspondence;

(iii) in the event of procurement by Royalblue Sports and Lifestyle Group of goods to be sold in transit on customs status T1 or otherwise outside the European Economic Area (EEA), that any delivered goods have been (previously) brought onto the market (where the products originate from or where Supplier has purchased the delivered goods) by the IP right holder itself, or with its permission. This warranty also applies in the event that the Supplier did not buy the goods direct from the IP right holder itself. The Supplier guarantees that the delivered goods meet all requirements including but not limited to labeling requirements and are fit and suitable for sale and subsequent trade in the country or region where Royalblue Sports and Lifestyle Group intends to sell and subsequently trade the delivered goods insofar Royalblue Sports and Lifestyle Group has indicated in the PO the country or region.

5.4 The Supplier shall indemnify and hold harmless Royalblue Sports and Lifestyle Group and its client(s) unconditionally and wholly against: (i) any and all claims related to circumstances of which the Supplier guaranteed the presence or absence in this or any other article of these general terms and conditions of purchase, (ii) any and all claims related to an (alleged) infringement of any intellectual property rights of third parties related to the supply of goods to Royalblue Sports and Lifestyle Group by Supplier and will compensate and hold harmless Royalblue Sports and Lifestyle Group and/or its client(s) for any loss as well as the costs, including – but not limited to – all legal costs, arising out or in connection with any such claims. Any costs associated with the defence of Royalblue Sports and Lifestyle Group against any such claims will be invoiced monthly as an estimate of anticipated actual costs and such estimates will be prepaid by Supplier to Royalblue Sports and Lifestyle Group. Royalblue Sports and Lifestyle Group will provide the actual costs to Supplier and a balance of costs and estimates prepaid on a monthly basis.

5.5 If requested by Royalblue Sports and Lifestyle Group in the event of a possible claim by an IP right holder in connection with this article 5, the Supplier will furnish to Royalblue Sports and Lifestyle Group the full contact details of its suppliers and other relevant details regarding the goods and the previous supply chain and origin of the goods including copies of all relevant underlying documents of Supplier and its own suppliers including any logistics service providers instructed by Supplier or its suppliers, as well as remain being liable for all the associated costs and damages incurred or suffered by Royalblue Sports and Lifestyle Group or third parties associated with such a claim in accordance with article 5. 

Article 6 - Prices

All prices shall be fixed and inclusive of Value Added Tax (“B.T.W.” or “VAT”), import and export duties, excise duties and all other levies and taxes in connection with or in relation to the goods and/or services or the delivery. The prices shall furthermore be based on the Terms and Conditions (of delivery) mentioned in the following articles. There shall be no settlement and or price increase in the event of increase of wages, prices of materials and the like.

Article 7 - Delivery - Terms and conditions of delivery

7.1 Unless explicitly agreed upon otherwise, the delivery shall be made "Delivered Duty Paid" (DDP) at the place indicated by Royalblue Sports and Lifestyle Group. The interpretation of the terms and conditions of delivery shall be determined by ICC Incoterms (the most recently issued edition at the time of conclusion of the agreement or the PO). The Supplier shall be responsible for any additional costs incurred due to a change in the agreed Incoterms.

7.2 The Supplier shall deliver the goods and/or the services on the date mentioned in the agreement and/or the PO, or not later than the last day of the term mentioned therein, and failing an agreed date or term, within 30 (thirty) days. Said date or term shall apply as a strict and final delivery date or term. A term of delivery mentioned in the agreement shall apply as of the date of conclusion of the agreement and/or relevant PO.

7.3 The Supplier shall be obliged to timely inform Royalblue Sports and Lifestyle Group about the exact time of delivery and about any threatening exceeding of the time of delivery. Failure to provide timely notice of delays may result in penalties or liabilities as determined in the agreement or the PO.

7.4 At the request of Royalblue Sports and Lifestyle Group, the Supplier shall be obliged to deliver the goods at a later date than the agreed one and the Supplier shall do his utmost to deliver the goods at an earlier date than the agreed date, in the event that the Royalblue Sports and Lifestyle Group considers this desirable, without being entitled to any compensation of damage and costs because of this.

7.5 The Supplier shall only be entitled to make partial deliveries after after obtaining a prior written consent from Royalblue Sports and Lifestyle Group, and any partial deliveries shall be clearly documented and reported in advance..

Article 8 - Transportation - Unloading

8.1 Transportation and unloading of goods shall be at the expense and risk of the Supplier in accordance with the Terms and Conditions of delivery mentioned in  article 7. 

8.2 The Supplier can on no account claim any compensation of damage and costs as a result of any possible delay arising at the unloading of delivered goods.

8.3 The Supplier must present a delivery note immediately at the unloading of the goods, so as to have said note signed for approval by a person authorized on behalf of Royalblue Sports and Lifestyle Group to do so. The signing of the delivery note shall solely be a confirmation of the receipt of the delivered goods and does not imply any approval of (the quality or the quantity) of the delivered goods and does not discharge the Supplier of any guarantee and/or liability, nor can the signing of the delivery note result in a change of the agreement in any other way.

8.4 In any and all cases and notwithstanding the agreed Terms and Conditions of delivery, the Supplier shall be obliged to provide the documentation which is needed to transport the goods to the place of destination, including proper labeling and compliance with transportation and customs regulations. Failure to comply may result in financial penalties and potential legal action to recover costs incurred by Royalblue Sports and Lifestyle Group due to non-compliance.

Article 9 - Packaging

9.1 The Supplier shall pack the goods with proper care. The Supplier shall be liable for any damage, costs, or losses resulting from insufficient packaging or damage to and/or destruction of the packaging.

9.2 Royalblue Sports and Lifestyle Group shall not be obliged to pay the costs of packaging, unless explicitly agreed otherwise.

9.3 The Supplier shall take back any possible packaging of the goods at demand by Royalblue Sports and Lifestyle Group and shall collect said packaging at his expense at Royalblue Sports and Lifestyle Group's premises, at the same time refunding any costs charged for said packaging by the Supplier to Royalblue Sports and Lifestyle Group.

Article 10 – Quality

10.1. The Supplier shall guarantee that the delivered goods and/or services:

1. are authentic and originating solely from the manufacturer stated on the packaging and labels (therefore not produced under license either), as well as in accordance with the quality intended by said manufacturer and without any defects  and/or infringements;
2. have a suitable shelf life and quality, consistent with industry standards, for resale to resellers and ultimate consumers.;
3. feature the original packaging and labeling design, including the most recent design and coloration by the manufacturer;
4. conform to the specifications, standards, and samples approved by Royalblue Sports and Lifestyle Group, in accordance with the terms of the agreement and accompanying documents.;
5. comply with the relevant applicable laws and international standards and other international rules and regulations; and
6. display the original batch or code numbers (identical on the packaging and on the (labels on) the goods) to comply with tracking and traceability regulations.

10.2. The Supplier shall ensure that the delivered goods comply with standards of sampling and quality control, as commonly practiced in the industry. Goods shall be subject to random sampling and testing by Royalblue Sports and Lifestyle Group or its designated third parties to verify compliance with agreed-upon quality standards. The Supplier shall cooperate fully with any sampling and quality control procedures initiated by Royalblue Sports and Lifestyle Group and shall promptly address any concerns or non-compliance issues identified through such sampling and testing.

10.3. In the event that delivered goods are found to be non-compliant with sampling standards or quality control measures, the Supplier shall be responsible for promptly taking corrective actions to bring the goods into compliance. Such actions may include, but are not limited to, replacement of non-compliant goods, reimbursement of costs incurred by Royalblue Sports and Lifestyle Group due to non-compliance, and implementation of preventative measures to avoid future non-compliance issues. In no event Royalblue Sports and Lifestyle Group has an obligation to pay for the delivered goods which do not comply with quality standards enshrined in this article 10. 

10.4. The Supplier shall immediately notify Royalblue Sports and Lifestyle Group of any known or suspected non-compliance issues, quality concerns, or deviations from agreed-upon quality standards. Failure to promptly notify Royalblue Sports and Lifestyle Group may result in additional costs and liabilities for the Supplier.

Article 11 - Inspection

11.1 Royalblue Sports and Lifestyle Group or any third party designated by it shall at all times have the right to inspect or to test the goods, wherever these may be. The results of inspection or test or the omission thereof shall not discharge the Supplier of any guarantee and/or liability.

11.2 The Supplier shall provide all information and facilities needed for an inspection or test, including the necessary help regarding employees and materials.

11.3 The personnel costs of Royalblue Sports and Lifestyle Group or the designated third party concerned, made in connection with an inspection or a test, shall be payable by Royalblue Sports and Lifestyle Group. Any other costs shall be at the Supplier's expense.

11.4 Royalblue Sports and Lifestyle Group shall inform the Supplier forthwith of any rejection of goods. In that case, the Supplier shall be bound to repair or to replace the rejected goods at his expense within a time-limit to be stipulated by the Royalblue Sports and Lifestyle Group, and in such a way that said goods do fulfil the approval requirements, without prejudice to any other rights of Royalblue Sports and Lifestyle Group. In case of rejection, goods already delivered must be taken back at Royalblue Sports and Lifestyle Group's request and at the expense of the Supplier. Rejection shall also entitle Royalblue Sports and Lifestyle Group to suspend payment of the agreed price or instalment.

11.5 The Supplier shall give Royalblue Sports and Lifestyle Group the right to use or to put into use the delivered goods even before inspection or test has taken place, provided that the Supplier ensures the goods' compliance with agreed-upon standards..

Article 12 - Property and risk

12.1 The Supplier shall bear the risk for the goods until the moment in time at which said goods have been delivered and approved of by Royalblue Sports and Lifestyle Group in accordance with the previous articles.

12.2 In the event that Royalblue Sports and Lifestyle Group shall make any payment to the Supplier before the delivery of the goods, the goods said payment refers to or is attributable to, shall be Royalblue Sports and Lifestyle Group's property as of the time of payment.

12.3 In the event that Royalblue Sports and Lifestyle Group will be or will become the owner of (a part of) the goods already before the delivery and approval, then the Supplier shall be obliged to identify these goods on behalf of Royalblue Sports and Lifestyle Group and to take proper care of said identified goods, as well as to insure them and keep them insured for the benefit of those concerned.

Article 13 - Payment and settlement

13.1 Unless another term has been explicitly agreed upon and subject to any (suspension) rights Royalblue Sports and Lifestyle Group is entitled to, payment shall take place within sixty (60) days after the  following events, whichever is the latter:

a. the time of delivery of the goods and/or services;

b. the time of approval of the goods and/or services by Royalblue Sports and Lifestyle Group;

c. the time of receipt of an invoice by Royalblue Sports and Lifestyle Group, fulfilling the requirements stated in the following article.

13.2 Payment of the delivered goods and/or services shall not discharge the Supplier of any guarantee and/or liability.

13.3 In the event that it has been agreed that Royalblue Sports and Lifestyle Group shall make any payments in advance, Royalblue Sports and Lifestyle Group shall have the right at all times, before making said payments, to require from the Supplier the provision of a security which is sufficient at Royalblue Sports and Lifestyle Group's discretion.

13.4 In the event that Royalblue Sports and Lifestyle Group has a well-founded fear that the Supplier will not fulfil his obligations, Royalblue Sports and Lifestyle Group shall be entitled to suspend the fulfilment of Royalblue Sports and Lifestyle Group’s own obligations.

13.5 Royalblue Sports and Lifestyle Group shall be authorized to settle any amounts payable to the Supplier or to companies associated with the Supplier with any claims Royalblue Sports and Lifestyle Group (or any party associated with Royalblue Sports and Lifestyle Group) has on the Supplier or on any companies associated with the Supplier, irrespective of the fact whether the amounts concerned are due or not.

13.6 The Supplier shall not transfer or encumber any of its rights deriving from the agreement. In the event that the Supplier alleges to have a claim on Royalblue Sports and Lifestyle Group he shall have no right of setting-off, suspension or postponement. In such an event, the Supplier shall not attach any of Royalblue Sports and Lifestyle Group’s assets.

Article 13.7 In the event that Royalblue Sports and Lifestyle Group makes a pre-payment to the Supplier for goods and/or services, the Supplier shall provide Royalblue Sports and Lifestyle Group with a bank guarantee or standby letter of credit issued by a reputable financial institution in favor of Royalblue Sports and Lifestyle Group, or any other payment security the parties have agreed upon in writing. The bank guarantee or standby letter of credit shall be for an amount equivalent to the pre-payment and shall be valid until the goods and/or services have been delivered and approved by Royalblue Sports and Lifestyle Group. If the Supplier fails to deliver the goods and/or services within the agreed-upon timeframe or as specified in the agreement and/or PO,  Royalblue Sports and Lifestyle Group may draw upon the bank guarantee or standby letter of credit to recover the pre-payment. The Supplier shall promptly replenish the bank guarantee or standby letter of credit after any such draw. In the event of non-delivery and the subsequent drawing upon the bank guarantee or standby letter of credit, the Supplier shall also be liable to pay Royalblue Sports and Lifestyle Group interest on the pre-payment amount from the date of pre-payment until the date of actual delivery or repayment, at a rate equal to EURIBOR + 3(three) % compounded monthly, when the currency is EURO, and LIBOR + 4 (four) % compounded monthly for USD, and the rate of the Central Bank +5(five) % compounded monthly for any other currency. 

Article 14 - Invoicing

14.1 The invoices to be sent to Royalblue Sports and Lifestyle Group by the Supplier shall fulfil the requirements set by (by virtue of) the Wet op de Omzetbelasting (Dutch Turnover Tax Act).

14.2 The invoices of the Supplier must be accompanied by notes signed for approval by a person authorized by Royalblue Sports and Lifestyle Group.

14.3 Invoices not fulfilling the requirements set out in the previous paragraphs of this article shall not be dealt with nor paid.

Article 15 - Return shipments

15.1 Royalblue Sports and Lifestyle Group shall be entitled to return the goods and/or services bought from the Supplier, thereby crediting and requiring refund of the price originally charged by the Supplier to Royalblue Sports and Lifestyle Group for said goods and/or services, if as a result of actions or failure to act by the Supplier, the situation in the market and/or the marketability of these acquired goods and/or services is essentially different from what it was at the time of the formation of the agreement.

15.2 Furthermore Royalblue Sports and Lifestyle Group shall be entitled to return the goods and/or services bought from the Supplier within twelve (12) months after the delivery without stating the reasons, in the event the goods and/or services deviate regarding packaging or labelling from what is usual for the goods and/or services concerned (for instance so-called action lots), thereby crediting and requiring refund of the price originally charged by the Supplier to Royalblue Sports and Lifestyle Group for said goods and/or services.

Article 16 - Guarantee

16.1 The Supplier shall repair forthwith any and all defects, shown by the goods and/or services after the delivery in consultation with Royalblue Sports and Lifestyle Group, and in the event that in Royalblue Sports and Lifestyle Group's opinion repairs are not possible, replace said goods and/or services, without prejudice to the Supplier's liability and any further rights of Royalblue Sports and Lifestyle Group.

16.2 Any and all costs of repairing the defect or replacing the goods and/or services shall be payable by the Supplier.

16.3 In the event that the Supplier does not repair the defect forthwith and/or sufficiently, or if the reparation of the defect cannot be postponed, Royalblue Sports and Lifestyle Group shall have the right to carry out the necessary actions or have these carried out at the Supplier's expense. In the event that Royalblue Sports and Lifestyle Group exercises this right, Royalblue Sports and Lifestyle Group shall inform the Supplier in writing.

16.4 Any obligations under the guarantee shall apply unimpaired after the reparation or replacement of the goods and/or services.

16.5 The Supplier shall hold harmless and indemnify Royalblue Sports and Lifestyle Group (including its employees) against any and all claims by third parties with regard to defects to the goods and/or services, under whatever name.

16.6 A report of an independent expert concerning the relevant defects shall be conclusive evidence between parties in the event of a claim by Royalblue Sports and Lifestyle Group based on the guarantee referred to hereby. Said report need not include any information on the identity of the clients of Royalblue Sports and Lifestyle Group, nor on the place where the goods and/or services are. Moreover, Royalblue Sports and Lifestyle Group shall not be bound to inform the Supplier of such data.

Article 17 - Liability

17.1 The Supplier shall be liable for all and any damage and costs, inclusive of business and other indirect damage (whereby loss of profit), arising from defects to the delivered goods and/or services or other shortcomings, whether attributable or not, of the Supplier and/or caused by natural persons or legal entities working for the Supplier or by any employed, directly or indirectly, by (one of) said natural persons or legal entities.

17.2 The Supplier shall hold harmless and indemnify Royalblue Sports and Lifestyle Group against any and all claims by third parties for which the Supplier is liable, regardless of their nature..

17.3 The Supplier shall insure his liability as described in this article to a sufficient amount and shall allow Royalblue Sports and Lifestyle Group inspection of the documents referring to said insurance, among which the policy and premium receipts.

17.4 The provisions of article 16 paragraph 6 (independent expert report) also apply.

Article 18 - Complete or partial dissolution

18.1 In the cases provided for by the Law, as well as in the event that the Supplier does not, not in time or not sufficiently fulfil one or more obligations arising for him from the agreement, or in the event that there is serious doubt as to the Supplier being able to fulfil his contractual obligation towards Royalblue Sports and Lifestyle Group, as well as in the event of bankruptcy, suspension of payments, appointment of a pre-bankruptcy receiver (pre-pack), complete or partial stoppage of work, liquidation, transfer or encumbrance of the Supplier's business, including the transfer or pledging of an important part of his debts receivable and furthermore in the event that any goods and/or services of the Supplier are attached before judgement or in execution, Royalblue Sports and Lifestyle Group shall have the right, without notice of default or judicial intervention, to partially or wholly dissolve the agreement by means of a written (including by telefax or e-mail) notice sent to the Supplier, and all this without Royalblue Sports and Lifestyle Group being liable to any compensation and without prejudice to any of its other rights.

18.2 In the event that goods and/or services have already been delivered in connection with the execution of the agreement, Royalblue Sports and Lifestyle Group shall have the right to keep these goods and/or services in case of dissolution, subject to the payment of the part of the price referring to said goods and/or services, or to return these goods and/or services to the Supplier at his risk and expense and to reclaim the payments already made for these goods and/or services, all this at Royalblue Sports and Lifestyle Group's discretion and without prejudice to Royalblue Sports and Lifestyle Group’s further rights.

18.3 The claims which Royalblue Sports and Lifestyle Group may have or get as a result of the dissolution of the agreement, its possible claim for compensation of damage and costs inclusive, shall be immediately and fully payable.

Article 19 - Subcontracting - transfer

19.1 Without explicit prior consent of Royalblue Sports and Lifestyle Group, the Supplier shall not subcontract the agreement or any part thereof to third parties nor transfer his obligations arising from the agreement or a part thereof to third parties, nor use any other employees than his own staff (for instance employees made available (hired out) for the execution of the agreement. Royalblue Sports and Lifestyle Group shall have the right to attach conditions to any consent to be given by Royalblue Sports and Lifestyle Group. Consent given by Royalblue Sports and Lifestyle Group shall not release the Supplier from any obligation arising from the agreement concluded between the parties.

19.2 Supplier shall compensate any and all damage and costs caused by non-observance of the provisions of the previous paragraph of this article to Royalblue Sports and Lifestyle Group and shall hold harmless and indemnify Royalblue Sports and Lifestyle Group against any claims by third parties in this respect.

19.3 Supplier, as well as Royalblue Sports and Lifestyle Group shall ensure to comply with its obligations under the relevant data protection legislation in respect of all personal data processed by it in connection with an agreement entered into between them. The type of personal data processed by Royalblue Sports and Lifestyle Group, the categories of data subjects and the nature and purpose of the processing are described in the Privacy Statement of Royalblue Sports and Lifestyle Group, which is available on its website: https://www.royalblue-slg.com/privacy-statement. In the event that Royalblue Sports and Lifestyle Group and Supplier process personal data of (third) parties with/for each other, Royalblue Sports and Lifestyle Group and Supplier shall conclude a processing agreement with each other in accordance with the General Data Protection Regulation (2016/679/EU).

Article 20 - General

20.1 In the event that one or more stipulations of the agreement, including stipulations of these General Terms and Conditions, are null and void or become legally invalid, the remaining provisions of the agreement shall remain in force. Parties shall consult on the stipulations which are null and void or have become legally invalid, in order to make an alternative arrangement.

20.2 Should one or more stipulations of the agreement, including the stipulations of these General Terms and Conditions, be in conflict with mandatory provisions, stipulated by or to be stipulated by a thereto competent authority, these latter provisions shall be considered to have replaced the relevant stipulations of the agreement.

Article 21 - Disputes and applicable law

21.1 With regard to any and all disputes in connection with the agreement, or with further agreements arising or resulting from or in connection with said agreement, the court in Amsterdam, The Netherlands shall have exclusive jurisdiction in the first instance, unless Royalblue Sports and Lifestyle Group explicitly opts for the competence of the court in the place of establishment of the Supplier.

21.2 The agreement, as well as any and all further agreements arising or resulting from or in connection with said agreement, shall be governed by the laws of the Netherlands.

Article 22 – Force Majeure

22.1.In the event of force majeure events (as is governed under the Dutch law) that prevent the Supplier from fulfilling its obligations under the agreement or the PO, the Supplier shall promptly notify Royalblue Sports and Lifestyle Group of such events in writing. 

22.2. Notwithstanding the occurrence of force majeure events, the Supplier shall make every reasonable effort to mitigate the impact of such events and minimize any damages to Royalblue Sports and Lifestyle Group. This shall include, but not be limited to, seeking alternative sources for the goods and/or services, providing timely notice of anticipated delays, and taking appropriate actions to expedite the recovery from the force majeure event.

22.3. The Supplier shall resume performance of its obligations under the agreement promptly after the force majeure event has ceased or when it is no longer preventing performance. Any delays caused by force majeure events shall not extend the overall term of the agreement beyond what is reasonable.

22.4. In the event of force majeure events causing delays, the parties shall negotiate in good faith to determine any necessary adjustments to the delivery schedule or contract terms. If the Supplier's performance is significantly delayed due to force majeure events, and such delay results in additional costs or expenses for Royalblue Sports and Lifestyle Group, the parties shall discuss equitable compensation or cost-sharing arrangements.

Article 23 - Data Protection, Sanctions, and Trade Embargoes

23.1. Data Protection: The Supplier shall comply with all applicable data protection and privacy laws, including but not limited to the European Union's General Data Protection Regulation (GDPR) and any other relevant local data protection laws. The Supplier shall ensure the secure and lawful processing of any personal data provided to or accessed by the Supplier in the course of executing the agreement.

23.2. Sanctions and Trade Embargoes: The Supplier warrants that neither the Supplier nor any of its affiliates, directors, officers, employees, or other representatives are, or have been, subject to any sanctions, trade embargoes, or export control restrictions imposed by any government, international organization, or authority that would prevent or restrict the Supplier's ability to conduct business with Royalblue Sports and Lifestyle Group. The Supplier further warrants that it has conducted due diligence on its supply chain, including but not limited to its subcontractors, suppliers, and other third-party entities involved in the provision of goods and/or services under the agreement, to ensure compliance with sanctions, trade embargoes, and export control laws. The Supplier shall maintain records of this due diligence and shall make such records available to Royalblue Sports and Lifestyle Group upon request.

23.3. Supply Chain: The Supplier shall indemnify and hold Royalblue Sports and Lifestyle Group, its affiliates, and its directors, officers, employees, and agents, harmless from any claims, fines, penalties, losses, or damages, including but not limited to legal fees, arising from any breach of this sanctions clause, whether by the Supplier, its affiliates, or any entity within its supply chain.

Article 24 – Termination

24.1. Termination of the Agreement: Either party may terminate this Agreement, in whole or in part, upon providing written notice to the other party in the following circumstances:

• If the other party breaches any material provision of this Agreement and fails to remedy such breach within 14 (fourteen) days of receiving written notice specifying the breach and the intention to terminate, unless otherwise agreed upon in writing.
• If the other party becomes insolvent, enters into bankruptcy, undergoes a change of control, or takes any similar action that jeopardizes its ability to fulfil its obligations under this agreement as is provided in clause 18.

24.2 In addition to the termination rights under article 24.1 Royalblue Sports and Lifestyle Group reserves the right to terminate this agreement or any PO issued under this agreement, in whole or in part, upon providing written notice to the Supplier. 

24.3. Upon the termination of the agreement, whether by Royalblue Sports and Lifestyle Group or the Supplier, the parties shall settle all outstanding matters, including payment for goods and/or services delivered up to the date of termination.

24.4. Termination of this Agreement or any PO  shall not affect the survival of any terms and conditions that, by their nature, are intended to remain in effect beyond termination, including but not limited to Article 3 (Confidentiality), Article 5 (Intellectual Property Rights and Other Legal Requirements), Article 17 (Liabilities, and Article 23 (Data Protection, Sanctions, and Trade Embargoes).