Article 1 - Definitions

1.1 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 (together as well as individually hereinafter also called: Royalblue Sports and Lifestyle Group (or any of its affiliates or associates) relating to the delivery of goods and/or services by Royalblue Sports and Lifestyle Group (or any of its affiliates or associates)  to the party the offer is addressed to or the other party concerned (hereinafter also called: the Customer).

1.2 The applicability of any general terms and conditions used or in use by Customer is explicitly rejected.

1.3 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.  Any such acceptance shall not constitute a waiver of the General Terms and Conditions for future agreements.

Article 2 – Offer

Any offer made by Royalblue Sports and Lifestyle Group shall be without prejudice and subject to contract; this shall also apply in the event that said offer includes a period for acceptance, unless explicitly provided for to the contrary in writing. Any modifications or additional terms proposed by the Customer in response to an offer shall not be binding on Royalblue Sports and Lifestyle Group unless explicitly accepted in writing.

Article 3 - Agreement

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

3.2 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 Customer, or on the date of dispatch (by post and/or by telefax and/or e-mail) by Royalblue Sports and Lifestyle Group of the written order confirmation, duly signed by its board of directors, or on the date of dispatch of Royalblue Sports and Lifestyle Group's invoice. Promises made 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. 

3.3 The contract represents the contents of the agreement completely and correctly. The order confirmation by Royalblue Sports and Lifestyle Group or Royalblue Sports and Lifestyle Group's invoice shall be considered to represent the contents of the agreement correctly, unless the Customer rejects its contents forthwith in writing and well-motivated. In that event, Royalblue Sports and Lifestyle Group shall no longer be bound by the order confirmation either.

3.4 Slight deviations with customary tolerances shall be permitted at the execution of the agreement.

3.5 Unilateral cancellation from the side of the Customer shall be null and void, unless and only insofar as Royalblue Sports and Lifestyle Group agrees to such cancellation in writing. 

Article 4 - Notices, information, statements and samples

Notices, information, statements and samples made or supplied by Royalblue Sports and Lifestyle Group, in whatever form or nature, shall only be indicative and shall never bind Royalblue Sports and Lifestyle Group, unless the agreement explicitly provides for the contrary.

Article 5 - Confidentiality

5.1 Customer 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, including but not limited to pricing, cost, and profit margin information related to the goods and services . Additionally, the Customer shall use the same degree of care to protect Royalblue Sports and Lifestyle Group's confidential information as it uses to protect its own confidential information.

5.2 In the event Customer 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 Customer’s obligation to compensate Royalblue Sports and Lifestyle Group for any damages in addition to the stipulated fine. Royalblue Sports and Lifestyle Group reserves the right to seek injunctive relief to prevent any unauthorized disclosure of confidential information.

Article 6 - Prices

6.1 The prices stated and/or agreed upon by Royalblue Sports and Lifestyle Group shall be exclusive of taxes - including Value Added Tax (“B.T.W.“ or “VAT”) - and all other levies, and shall be based on the Terms and Conditions (of delivery) as mentioned in the following articles. Royalblue Sports and Lifestyle Group reserves the right to adjust prices to account for changes in applicable taxes and levies.

6.2 In the event no VAT or other taxes or levies are due because the goods and/or services are destined for delivery within the European market, those taxes shall nevertheless be charged, but shall be credited if the Customer proves that a delivery as referred to in this paragraph has indeed taken place. 

6.3 Insofar as the stated and/or agreed prices are based on the weight of the goods and/or services, this weight shall be determined by the weighing carried out by Royalblue Sports and Lifestyle Group before the delivery, using calibrated weighing apparatus. The Customer shall have the right to be present at said weighing, provided the delivery shall not be delayed because of this. The Customer shall take the initiative thereto himself in good time. 

6.4 Royalblue Sports and Lifestyle Group shall have the right to increase the stated and/or agreed prices in the event of an increase in prices of goods and/or services, raw materials or parts to be obtained from third parties, wages, national insurance contributions, freight, insurance premiums or other cost price factors (including changes in foreign exchange) and charges (including import and transit duties). In the event that a price increase takes place within three (3) months after the conclusion of the agreement, the Customer who is also a consumer shall be entitled to dissolve the agreement. 

6.5 In the event that the stated and/or agreed prices are (also) based on restitutions of levies and/or on subsidies, whereas these are not obtained for whatever reason, Royalblue Sports and Lifestyle Group is entitled to adjust the prices accordingly. 

Article 7 - Delivery – delivery period – delivery time

7.1 Unless explicitly agreed upon otherwise, the delivery shall be made "Ex Works" (EXW) from the premises of Royalblue Sports and Lifestyle Group. The interpretation of the terms and conditions of delivery shall be determined by the ICC Incoterms (the most recently issued edition at the time of conclusion of the agreement). In case of conflict between the ICC Incoterms and these General Conditions of Sale, Delivery and Payment, the latter shall prevail.

7.2 The delivery period shall commence at the latest on:

i. the date of conclusion of the agreement;

ii. the date at which Royalblue Sports and Lifestyle Group has at its disposal all the documents, information, permits, exemptions, approvals, allocations, etc, needed for the delivery of the goods and/or services;

iii. the date of receipt of a prepayment by Royalblue Sports and Lifestyle Group and/or the date of provision of a security Royalblue Sports and Lifestyle Group is entitled to in accordance with the agreement.

7.3 The delivery period shall be based on the circumstances applicable at the time of conclusion of the agreement and on the timely delivery of the materials and goods and/or services ordered by Royalblue Sports and Lifestyle Group for the execution of the agreement. In the event that any delay arises as a result of changes in these circumstances or because the materials and/or goods and/or services timely ordered for the execution of the agreement have not been delivered in time, the delivery period shall be extended to such a degree as is reasonable, taking all circumstances into consideration.

7.4 The delivery date of the goods and/or services shall be the moment in time when the goods and/or services, with the exception of unimportant parts, are ready for shipment, and Royalblue Sports and Lifestyle Group has informed the Customer thereof, or the time when the goods and/or services have left the premises of Royalblue Sports and Lifestyle Group to be forwarded to the Customer.

7.5 Royalblue Sports and Lifestyle Group shall be entitled at all times to make partial deliveries, unless explicitly agreed upon otherwise. The Customer shall bear any additional costs associated with partial deliveries.

7.6 The delivery date shall not be considered to be a firm date, unless explicitly agreed upon otherwise. In the event of attributable exceeding of the delivery date, a notice of default shall always be required. The Customer cannot derive any rights from attributable exceeding of the delivery date insofar as a term of three (3) months is not exceeded.

7.7 In the event that Royalblue Sports and Lifestyle Group is in default with regard to the delivery date, the Customer shall only have the right to dissolve the agreement. In that case prepaid amounts shall be refunded, without any compensation for interest, however. 

Article 8 - Transportation

8.1 In all cases and irrespective of the agreed terms and conditions of delivery, Royalblue Sports and Lifestyle Group shall be entitled to have the goods and/or services transported, unloading inclusive, at the expense and risk of the Customer, in a manner to be determined by Royalblue Sports and Lifestyle Group and using means of transportation at Royalblue Sports and Lifestyle Group's option.

8.2 Royalblue Sports and Lifestyle Group shall not be responsible for (the use by the Customer of) any documents (provided by Royalblue Sports and Lifestyle Group) for the transportation of the goods and/or services to the place of destination.

8.3 At the first request of Royalblue Sports and Lifestyle Group, the Customer shall provide all necessary securities for the documents needed to transport the goods and/or services to the place of destination.

8.4 In the event that circumstances beyond the control of Royalblue Sports and Lifestyle Group prevent the goods and/or services from being transported to or onto respectively delivered at the agreed place, or in the event that the Customer fails to take delivery of the goods and/or services, Royalblue Sports and Lifestyle Group shall have the right - at its option - either to take the products back or to store the goods and/or services (or have them stored) at the expense and risk of the Customer. Any costs of return shipment and storage shall be payable by the Customer, while the Customer shall furthermore be obliged to fulfil his obligations to Royalblue Sports and Lifestyle Group as if delivery had taken place. The costs referred to here shall be determined in advance by Royalblue Sports and Lifestyle Group and the Customer jointly at 15 per cent at least of the agreed price, without prejudice to the right of Royalblue Sports and Lifestyle Group to compensation of the actual costs should these be higher.

Article 9 - Packaging

9.1 Packaging for single use shall not be taken back by Royalblue Sports and Lifestyle Group. Royalblue Sports and Lifestyle Group shall have the right - at its option - to take back or not take back packaging for repeated use.

9.2 Royalblue Sports and Lifestyle Group shall have the right to charge the Customer for packaging for repeated use as a separate item on the invoice, together with the delivered goods and/or services.

9.3 In cases referred to under paragraph 2 of this article, Royalblue Sports and Lifestyle Group shall send a credit invoice crediting the invoiced amount to the Customer for packaging returned to Royalblue Sports and Lifestyle Group at the Customer's expense upon receiving said packaging, unless the returned packaging is in a condition inferior to the one at the time of acceptance by the Customer, in which case the amount credited shall be reduced accordingly.

9.4 Only upon receipt of the credit invoice shall the Customer be entitled to deduct the value of the returned packaging, to the amount credited to him, from the amount he owes Royalblue Sports and Lifestyle Group.

9.5 Damage to goods and/or services caused by destruction/damage of the packaging shall at all times be at the Customer's risk. 

Article 10 - Risk and transfer of property

10.1 The Customer shall bear the risk of any and all direct and indirect damage that may be caused to the goods and/or services, immediately after the goods and/or services are considered as delivered.

10.2 Royalblue Sports and Lifestyle Group shall retain ownership of all delivered goods and/or services until any debts payable by the Customer with regard to goods and/or services delivered or to be delivered by Royalblue Sports and Lifestyle Group to the Customer under any agreement, as well as with regard to any failure in the performance of such agreements by the Customer, shall be fully satisfied.

10.3 The Customer is obliged to store the goods and/or services delivered under retention of title with the necessary care, and to store them as identifiable property of Royalblue Sports and Lifestyle Group. The Customer shall furthermore be obliged to insure the goods and/or services against damage or loss, by whatever reason, during the period of retention of title. Said insurance shall designate Royalblue Sports and Lifestyle Group as (co-)insured with an independent right of claim towards insurer(s), and the Customer shall make the policies of these insurances available for inspection to Royalblue Sports and Lifestyle Group upon request. Upon request of Royalblue Sports and Lifestyle Group, all claims of the Customer on the insurers pursuant to the insurances referred to above shall be assigned to Royalblue Sports and Lifestyle Group, or a right of pledge shall be granted to Royalblue Sports and Lifestyle Group.

10.4 Royalblue Sports and Lifestyle Group shall be entitled to repossess any goods and/or services delivered under retention of title that are still present at the Customer's forthwith and without prior notice of default, in the event that the Customer fails in the performance of his obligations. The Customer irrevocably authorizes Royalblue Sports and Lifestyle Group to exercise this right to repossess and will grant the Customer access to its premises insofar as is necessary for this purpose. 

10.5 In the event that and insofar as Royalblue Sports and Lifestyle Group has exercised its right to repossess as referred in the preceding paragraph, the agreement shall be dissolved wholly or for a proportionate part without any judicial intervention, without prejudice to the right of Royalblue Sports and Lifestyle Group to compensation of damage and costs. The Customer shall then be credited with the market value (which on no account can be higher than the original purchase price), reduced by the damage suffered and costs incurred by Royalblue Sports and Lifestyle Group.

10.6 The Customer, exercising his profession or business, shall be entitled, within the framework of his business operations, to sell and deliver the goods and/or services delivered to him under retention of title to third parties. In the event of such sales, the debt payable by the Customer to Royalblue Sports and Lifestyle Group regarding the goods and/or services resold by the Customer shall become forthwith and fully due and payable, insofar as said claim was not already due and payable.

10.7 The Customer shall always be obliged to inform third parties of Royalblue Sports and Lifestyle Group's retention of title. Furthermore, the Customer shall be obliged to inform Royalblue Sports and Lifestyle Group of the whereabouts of the goods and/or services and of the person or company said goods and/or services have possibly been sold to, if so required by Royalblue Sports and Lifestyle Group.

Article 11 - Payment

11.1 Unless explicitly agreed upon otherwise in writing, payment of the agreed price shall be made at the time of conclusion of the agreement.

11.2 Any and all payments shall be made effectively in the currency as stated on the invoice, without deduction or settlement. The Customer shall not transfer or encumber any of its rights deriving from the agreement. In the event that the Customer alleges to have a claim on Royalblue Sports and Lifestyle Group with regard to the performance of the agreement, he will not be discharged from his obligation to pay in the manner agreed and shall have no right of suspension or postponement. In such an event, the Customer shall not attach any of Royalblue Sports and Lifestyle Group’s assets. 

11.3 In the event that Royalblue Sports and Lifestyle Group has a well-founded fear that the Customer will not fulfil his obligations, Royalblue Sports and Lifestyle Group shall at its discretion be entitled to require sufficient security from the Customer with regard to the fulfilment of the obligations to pay, before performing or continuing to do so. Royalblue Sports and Lifestyle Group shall be entitled to suspend the fulfilment of its obligations until the Customer has given said security.

11.4 In the event that the Customer has not paid at the time or within the period of time referred to in paragraph 1 of this article, he shall be in default by operation of law and without any prior notice of default being required, and he shall owe the statutory commercial interest on the amount due and payable from the date at which the payment should ultimately have been made, without prejudice to any other rights of Royalblue Sports and Lifestyle Group (explicitly including the right to compensation of loss on exchange).

11.5 Any costs, both in and out of court, made by Royalblue Sports and Lifestyle Group with regard to non-fulfilment, overdue or non- sufficient fulfilment of his obligations by the Customer, including extrajudicial collection costs and costs of legal assistance, shall be compensated by the Customer to Royalblue Sports and Lifestyle Group. Royalblue Sports and Lifestyle Group and the Customer jointly shall determine the extrajudicial collection costs in advance at 15 per cent of the principal sum due, without prejudice to the right of Royalblue Sports and Lifestyle Group to compensation of the actual costs should these be higher. 

11.6 In addition to the interest mentioned in paragraph 4, the Customer shall also pay a fixed collection fee of 10 (ten) % of the outstanding amount, with a minimum of 50,000 (fifty thousand) EUR, for each reminder sent by Royalblue Sports and Lifestyle Group regarding late payment.

Article 12 - Return shipments

It shall not be permitted to return any goods and/or services delivered by Royalblue Sports and Lifestyle Group without Royalblue Sports and Lifestyle Group's prior written consent. Should any return shipments take place, then this shall at all times be done at the expense and risk of the sender.

Article 13 - Samples

The Customer shall be entitled to ask Royalblue Sports and Lifestyle Group to put (a) sample(s) of the goods and/or services at his disposal before delivery. If the Customer refrains from doing so, he shall be considered to agree to the quality and condition of the goods and/or services beforehand.

Article 14 - Complaints and guarantees

14.1 Complaints can only refer to quantity, weight or specification, as well as to non-conformity of the delivered goods and/or services with the sample(s) made available by Royalblue Sports and Lifestyle Group.

14.2 The Customer shall check the goods and/or services forthwith, ultimately on arrival.

14.3 Any complaints with regard to relevant defects observable at inspection of the goods and/or services, as well as complaints in connection with quantity, weight or specification shall be made in writing within 24 hours after the delivery, and include a complete description of the alleged defects, on default of which any claim in this respect shall become void.

14.4 Any complaints with regard to other relevant defects shall be made in writing within 24 hours after their disclosure, and include a complete description of the alleged defects, however ultimately within three (3) months after the delivery, on default of which any claim in this respect shall become void.

14.5 Any claim of the Customer with regard to delivered goods and/or services shall also become void in the event that:

a. the agreement refers to the delivery of used or damaged goods and/or services;

b. the goods and/or services have been processed or the goods and/or services are otherwise not (or no longer) identifiable as originating from Royalblue Sports and Lifestyle Group;

c. the defects are (also) caused by normal wear and tear, inexpert and/or incorrect treatment, use and/or storage or maintenance of the goods and/or services;

d. the Customer has not forthwith given Royalblue Sports and Lifestyle Group the opportunity to investigate the complaints and to fulfil its obligations;

e. the Customer has resold the goods and/or services;

f. the Customer has not, not in time or not sufficiently, fulfilled any obligation resting with him. 

14.6 In connection with any parts and/or goods and/or services obtained from third parties which have not been treated by Royalblue Sports and Lifestyle Group, the Customer can only assert his claims against Royalblue Sports and Lifestyle Group insofar as Royalblue Sports and Lifestyle Group, in its turn, can assert any claims against its supplier. Should this be the case, Royalblue Sports and Lifestyle Group shall at any rate be discharged with respect to the Customer by transferring its rights with respect to its supplier to the Customer.

14.7 The Customer is not entitled to assert any rights against Royalblue Sports and Lifestyle Group in the event that he can also directly assert the rights with regard to the defects concerned against the manufacturer. 

14.8 Without prejudice to the provisions in the previous paragraphs of this article, in the event of timely and justifiable complaints, Royalblue Sports and Lifestyle Group shall only be obliged - at its option - to either repair the goods and/or services, proceed to redelivery or to credit the Customer for the defective goods and/or services. These General Terms and Conditions shall apply unimpaired to redelivery.

14.9 Customer is fully responsible to verify whether the rights of the trademark proprietor are exhausted in the market where the Customer intends to sell the goods and/or services. The Customer is solely responsible for any infringement and indemnifies Royalblue Sports and Lifestyle Group for all liabilities in this respect. Note that in the event that Royalblue Sports and Lifestyle Group supplies goods and/or services on custom status T1, the trademark rights are not exhausted.

Article 15 - Liability

15.1 Royalblue Sports and Lifestyle Group's liability under the agreement shall be limited to fulfilment of the obligations described in the agreement, in particular the obligations described in the previous article.

15.2 Royalblue Sports and Lifestyle Group's liability towards the Customer and its affiliates shall never include indirect or consequential damage or loss, regardless of the cause.

15.3 With the exception of gross negligence or intent, Royalblue Sports and Lifestyle Group shall never be liable for direct or indirect damage, including business damage, resulting from the infringement of any intellectual or industrial property rights, licenses or any other rights of third parties.

15.4 Should Royalblue Sports and Lifestyle Group be held liable by any third party/parties for any damage for which Royalblue Sports and Lifestyle Group is not liable pursuant to these General Terms and Conditions or otherwise, then the Customer shall be obliged to hold harmless and indemnify Royalblue Sports and Lifestyle Group against such damage and liability and to compensate it for any possibly ensuing costs, damage and interest.

15.5 The limitations and exclusions of liability, as well as indemnity stipulated for Royalblue Sports and Lifestyle Group itself in the above paragraphs are also stipulated for and on behalf of its employees, any other person employed by it within the framework of the agreement, as well as for the persons from whom Royalblue Sports and Lifestyle Group obtains delivered goods and/or services and/or parts.

Article 16 - Force majeure

16.1 The term force majeure in these terms and conditions shall mean any circumstance beyond Royalblue Sports and Lifestyle Group's control, whether or not foreseeable at the time of conclusion of the agreement, which permanently or temporarily prevents fulfilment of the contract, and, insofar as these are not yet included, war, danger of war, civil war, terrorism revolt, strike, employees' lock-out, freight problems, fire, weather conditions preventing work and other interruptions of Royalblue Sports and Lifestyle Group's operations or of the operations of Royalblue Sports and Lifestyle Group's suppliers, as well as default of Royalblue Sports and Lifestyle Group's suppliers.

16.2 In the event of impediment to the performance of the agreement as a result of force majeure, Royalblue Sports and Lifestyle Group shall have the right without any judicial intervention, either to suspend the execution of the agreement for a maximum of three (3) months or to wholly or partially dissolve the execution of the agreement, without Royalblue Sports and Lifestyle Group being obliged to pay any compensation.

Article 17 - (Threatening) failure

In the cases provided for by the Law, as well as in the event that the Customer does not, not in time or not sufficiently, fulfil one or more obligations arising for him from the agreement, including the provisions in these General Terms and Conditions, or in the event that there is serious doubt as to the Customer being able to fulfil his contractual obligations towards Royalblue Sports and Lifestyle Group, as well as in the event of bankruptcy, suspension of payments or appointment of a pre-bankruptcy receiver (pre-pack), complete or partial stoppage of work, liquidation, transfer or encumbrance of the Customer's business, including the transfer or pledging of an important part of his accounts receivable and furthermore in the event that any goods and/or services of the Customer are attached before judgement or in execution, Royalblue Sports and Lifestyle Group shall have the right, without notice of default or judicial intervention, either to suspend the execution of the agreement for a maximum of three (3) months, or to partially or wholly dissolve the agreement by means of a written (including by telefax or e-mail) notice sent to the Customer, and all this without Royalblue Sports and Lifestyle Group being liable to any compensation or guarantee, and without prejudice to any of its other rights. 

Article 18 - Suspension & dissolution - consequences

18.1 In the event of Royalblue Sports and Lifestyle Group's suspension of its obligations, it shall be authorised - and obliged at the end of the suspension period - to opt for execution or complete or partial dissolution of the agreement.

18.2 In the event of suspension or partial dissolution by virtue of the provision of the previous article, the agreed price shall be forthwith due and payable, after deduction of any costs not incurred by Royalblue Sports and Lifestyle Group as a result of the suspension or the partial dissolution. In the event of partial dissolution the Customer shall furthermore be obliged, after the payment of the amount due pursuant to the previous sentence, to take possession of the goods covered by that payment, failing which Royalblue Sports and Lifestyle Group shall have the right to have these goods stored at the risk and expense of the Customer, or to have them sold at his expense. 

18.3 In the event that the Customer returns the goods received by him from Royalblue Sports and Lifestyle Group after dissolution of the agreement, said returning of the goods shall at all times be at the risk and expense of the Customer, until said goods have been taken possession of by Royalblue Sports and Lifestyle Group. 

18.4 Customer, 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 Customer process personal data of (third) parties with/for each other, Royalblue Sports and Lifestyle Group and Customer shall conclude a processing agreement with each other in accordance with the General Data Protection Regulation (2016/679/EU). 

Article 19 - General

19.1 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.

19.2 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.

19.3 Stipulations, that due to their nature, are intended to remain applicable after the end of an agreement entered into by Royalblue Sports and Lifestyle Group and Customer shall remain applicable upon termination of the agreement.

19.4 The Customer to cooperate fully with Royalblue Sports and Lifestyle Group in the event of any regulatory inspections or audits related to the goods and services, and indemnify Royalblue Sports and Lifestyle Group for any penalties or fines resulting from non-compliance.

19.5 The Customer represents and warrants that neither the Customer 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 Customer's ability to conduct business with Royalblue Sports and Lifestyle Group. 

Article 20 - Disputes and applicable law

20.1 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 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 Customer.

20.2 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 21  - Termination

21.1 Royalblue Sports and Lifestyle Group shall have the unilateral right to terminate this agreement at any time, with or without cause, by providing written notice to the Customer thirty (30) days in advance.

21.2 Upon termination by Royalblue Sports and Lifestyle Group:

a. All outstanding amounts owed by the Customer to Royalblue Sports and Lifestyle Group, whether for delivered goods and services or otherwise, shall become immediately due and payable.

b. Any goods and services that have been delivered but not yet paid for shall be retained by Royalblue Sports and Lifestyle Group until full payment is received.

c. The Customer shall immediately cease using intellectual property associated with Royalblue Sports and Lifestyle Group and remove all references to Royalblue Sports and Lifestyle Group from its marketing materials, websites, and products.

d. The Customer shall promptly return or destroy any confidential information or materials provided by Royalblue Sports and Lifestyle Group.

e. Royalblue Sports and Lifestyle Group shall not be liable for any damages, losses, or costs incurred by the Customer as a result of termination.

21.3 Termination of the agreement shall not affect any rights or obligations that, by their nature, should survive termination, including but not limited to the confidentiality provisions, payment obligations, and ownership of goods.

Article 22 – Novation and Assignment

22.1.The Customer cannot novate or assign this Agreement without prior written consent from Royalblue Sports and Lifestyle Group. Any attempted novation or assignment by the Customer without consent is null and void, and Royalblue Sports and Lifestyle Group may terminate the Agreement. 

22.2. Royalblue Sports and Lifestyle Group retains the right to novate and/or assign, in whole or in part, without prior written consent to its affiliates or credit institutions.