Wholesale General Conditions of Sale

PATAGONIA EUROPE COÖPERATIEF U.A. GENERAL CONDITIONS OF SALE

1. GENERAL

1.1 All contracts for the sale of Patagonia ® products (the Goods) made between Patagonia Europe Coöperatief U.A. (Patagonia) and a retailer (Buyer) shall be made subject to these General Conditions (each agreement for sale and delivery being a separate Contract). No other terms or conditions delivered with or contained in the Buyer’s purchase order or any other document shall form part of any Contract between the parties for the sale of Goods unless explicitly accepted in writing by Patagonia.

1.2 Nothing in these General Conditions obligates:

1.2.1 Patagonia to sell any Goods to the Buyer or continue supplying Goods to the Buyer for any period of time; or restricts Patagonia from selling any Goods to third parties regardless of their proximity to the Buyer;

1.2.2 the Buyer to resell Goods at any particular price notwithstanding any recommended price suggested by Patagonia.

1.3 Nothing contained herein may be construed as to create a partnership, joint venture, or franchising relationship between Patagonia and the Buyer. The Buyer agrees to notify Patagonia in the event of a sale of the stock or other ownership interests of the Buyer or a sale of more than 50% of the assets of the Buyer.

2. ORDERS

2.1 Each agreement for sale and delivery will be deemed to be a separate Contract. Contracts shall be concluded for a term of twelve (12) months (the “Term”). The Term starts on the date of Patagonia’s confirmation of Buyer’s first order during Patagonia’s Fiscal Year* and shall continue for 12 months thereafter. The Term shall be automatically renewed for twelve (12) months unless terminated by Patagonia or Buyer upon two (2) months’ written notice. The Buyer acknowledges and agrees that nothing contained herein may be construed as to create a contract for an indefinite time in any form whatsoever.

* Patagonia’s Fiscal year starts on May 1 and ends on April 30 of the following year.

2.2 Subject to the cancellation rights in Clause 7.1, delay in delivery or the failure to effect delivery for any reason does not render the Contract subject to cancellation or entitle the Buyer to any damages however arising.

2.3 Patagonia may cancel all or part of any order. If Patagonia does so, it will use reasonable efforts to inform the Buyer about the cancellation but otherwise will not be liable to the Buyer as a result of the cancellation. In particular, Patagonia may cancel all or part of any orders not delivered within 12 weeks of the stipulated delivery date.

2.4 The completion or submission of an order for the Goods does not constitute acceptance of the order by Patagonia. Patagonia may accept the order in whole or in part, in its sole discretion via an order confirmation.

2.5 By placing an order for the Goods, the Buyer shall be deemed to accept these General Conditions (as they may be amended from time to time) notwithstanding that the Buyer may have given notice to Patagonia of its own general terms and conditions of trading or any other terms or conditions which purport to amend, vary or otherwise deviate from these Conditions. Any such terms and conditions of the Buyer shall be inapplicable unless expressly agreed in writing by the Patagonia’s authorized representative. Patagonia reserves the right to unilaterally amend these General Conditions in accordance with Clause 13.3.

3. PRICES

3.1 The price of the Goods shall be the price indicated in the order confirmation and is valid for that order.

4. TERMS

4.1 Unless otherwise stated in the invoice, our standard prices for accounts located in the European Community, Switzerland and Norway are DDP VAT excluded (Delivery Duty Paid VAT excluded)/Buyer’s warehouse unless otherwise stated in invoice on all orders placed five months prior to delivery. For other destinations, terms are Ex Works -the Netherlands (Incoterms 2010) regardless of when delivery occurs.

4.2 Within all countries of the European Community, Switzerland and Norway, Patagonia shall pay for freight on all orders worth 150 Euros or more, regardless of when delivery occurs. On orders worth less than 150 Euros a contribution to freight charges will be charged.

5. SAMPLES AND PRODUCT DESCRIPTION

5.1 Sample and product descriptions are provided to give an overall impression of the Goods. The final product may differ slightly in specification from the sample.

6. PAYMENT

6.1 Goods are invoiced at the time of dispatch. Payment terms are as indicated in Patagonia’s invoice.

6.2 If the Buyer fails to pay any amount on or before the due date of payment or if any of the events specified in Clause 8.4 occurs, then the purchase price of all Goods invoiced or dispatched shall immediately become due and payable and Patagonia shall, without prejudice to any other rights or remedies of Patagonia, be entitled automatically and without prior notice to charge the Buyer interest on all sums due and outstanding at the rate of 1.5% per month, and Patagonia may:

6.2.1 cancel every Contract made between the Buyer and Patagonia; and

6.2.2 suspend any further deliveries to the Buyer and refuse to accept any new orders from the Buyer.

6.3 The Buyer is not entitled to make any deduction, set-off, counterclaim, withholding or any other similar deduction from amounts due to Patagonia.

6.4 The Buyer will reimburse Patagonia for any fees, costs and expenses, including, without limitation, attorneys' fees or the costs of a repossession or collection agency, to collect any amounts owing by Buyer to Patagonia or to enforce Patagonia's rights under these General Conditions, regardless of whether any lawsuit or court action has been filed by Patagonia. Except as stated herein, the parties will bear their own attorneys' fees and costs resulting from any other dispute between the parties.

7. DELIVERY

7.1 Any dates stipulated for delivery of the Goods and any quantities of the Goods that Patagonia has agreed to deliver are estimates only. However the Buyer may cancel any Goods outstanding from any order that are not delivered in full within 15 days of any confirmed delivery date. Such cancellation will be the Buyer’s sole remedy for any delays in delivery.

7.2 Unless otherwise specified in writing, Patagonia may partial ship against single order, reject orders, or withhold shipments as Patagonia in its discretion may decide. Patagonia's delivery notes signed or countersigned by an employee or agent of Patagonia will be deemed accurate for all purposes, except fraud on the part of Patagonia.

7.3 If Patagonia is prevented, hindered or delayed from making delivery of any Goods due to a force majeure, Patagonia will not be liable to the Buyer for any resulting delay or failure in delivery and may give notice to the Buyer in writing either:

7.3.1 cancelling its outstanding obligations to deliver Goods; or

7.3.2 extending the time for delivery by such period as it may require.

8. RISK AND TITLE

8.1 Risk of loss, deterioration or damage to the Goods shall be determined in accordance with the specific Incoterms 2010 (or latest version) specified by Patagonia in the invoice.

8.2 Ownership of the Goods shall not pass to the Buyer until Patagonia has received payment in full cleared funds for the Goods, including any interest due, and no other amounts are outstanding from the Buyer to Patagonia in respect of any other Goods supplied by Patagonia.

8.3 The Buyer may sell the Goods in the normal course of its retail business, but until such time as all amounts outstanding to Patagonia are paid in accordance with Clause 8.2, the Buyer shall not, without Patagonia’s written consent, pledge, charge or offer as security any of the Goods and if it does so all monies owing to Patagonia shall become immediately due and payable.

8.4 The Buyer’s right to possession of the Goods shall terminate immediately if it enters into liquidation whether compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets.

8.5 If a third party seizes or attaches the Goods, the Buyer shall immediately inform Patagonia.

8.6 For as long as the Goods are not fully paid for and the purchase price is past due, the Buyer grants Patagonia, its agents and employees an irrevocable right at any time to enter any premises where the Goods are or Patagonia has reasonable basis to believe may be stored in order to inspect or to recover them. All transportation costs of such recovery, if any, shall be borne by the Buyer.

9. PRODUCT RETURNS

9.1 Buyer must notify Patagonia in writing within fourteen (14) calendar days after Buyer's receipt of any Goods of any claims for nonconformity, discrepancies, patent defects, or damages. Buyer's failure to notify Patagonia of any non-conformity, discrepancies, patent defects, or damages within such time frame will bar any return or claim relating thereto.

9.2 Patagonia will carefully consider in good faith all quality claims which the Buyer may submit in accordance with clause 9.1 and if the Goods are defective at the time of delivery, Patagonia may at its option, either replace the defective or non-conforming Goods, refund or credit the purchase price, or repair the defect.

9.3 If Patagonia replaces the Goods with a non-defective product or issues the Buyer with a refund, it shall have no further liability to the Buyer in respect of any defect in the Goods. If Patagonia repairs a defective product which remains defective notwithstanding such repair(s), the Buyer shall proceed pursuant to 9.1 above and Patagonia shall proceed pursuant to clause 9.2 above until the matter of the defect has been resolved in accordance with one of the options listed in clause 9.2.

9.4 All returns to Patagonia for defectiveness or other reasons will require a Return’s Authorisation Number which may be obtained from Patagonia Customer Service upon request. No returned Goods will be accepted by Patagonia without any Return’s Authorisation number. Goods may only be returned with prior written authorization from Patagonia, including a Patagonia pre-printed return authorization label (the “RA Label”). Returns without the RA Label will be refused.

10. OBLIGATIONS OF BUYER

10.1 Buyer may not:

10.1.1 sell or assist in the sale of the Goods in any flea market or other similar type environment; or

10.1.2 use or duplicate the trademarks, copyrights, or logos of Patagonia other than with materials provided or authorized by Patagonia.

10.2 Buyer shall not accept orders and/or deliver the Goods to any address located outside the European Area (defined as the European Economic Area plus Switzerland and the UK post-Brexit) or to any party whom Buyer actually knows or cannot ignore will export the Products outside the European Area.

10. 3 Buyer will conduct its business in compliance with all laws and regulations applicable to its activities, in particular for the sale of the Goods.

11. LIABILITY OF SELLER

11.1 Patagonia’s aggregate liability to the Buyer for loss or damage arising out of any breach of a Contract or of any of these General Conditions or from Patagonia’s negligence, shall be limited to a sum equal to the cost of replacement of the specified Goods which are the subject matter of the claim.

11.2 Patagonia is not liable for manufacturing variations or for customary variations from specifications, including variations in color and weight of fabrics.

11.3 Goods sold as “closeout merchandise” or “specials” are sold “as is” and are not returnable for any reason.

11.4 Patagonia is not responsible in any way for delayed shipment, partial shipment, or non-shipment caused by any reason.

11.5 Patagonia shall in no event be liable to the Buyer for any loss of profit, goodwill or business opportunity or damage, or any indirect, consequential or economic loss whatsoever which arises out of or in connection with any Contract for the sale of the Goods or these Conditions.

12. DESTINATION TERMS

12.1 The Buyer is responsible for complying with any legislation or regulation governing the importation, sale and use of the Goods in the country of destination and for the payment of any duties on them.

13. MISCELLANEOUS

13.1 If Patagonia waives any term of these General Conditions and/or of a Contract, this shall not constitute a further or continuing waiver of the same or any other term.

13.2 In the event of any conflict between a Contract and these General Conditions, the provision of the Contract shall prevail.

13.3 Patagonia reserves the right to vary these General Conditions as necessary on giving the Buyer reasonable notice of such variation.

13.4 These General Conditions and all Contracts shall be governed by the laws of the Netherlands and the parties hereto agree to submit to the exclusive jurisdiction of the competent court of Amsterdam, the Netherlands, without prejudice to Patagonia’s right to sue Buyer in the competent court where Buyer is domiciled for purposes of collecting payment or unpaid invoices and enforcing its rights under clause 8.

13.5 These General Conditions are in English; if a translation in another language has been provided by Patagonia to the Buyer, it is for the Buyer’s convenience only. In case of conflict between the English text and the translated text, the English text shall prevail.

13. 6 If any of the terms of these General Conditions and/or a Contract are held to be void or unenforceable by any reason of law they shall be void or unenforceable to that extent only and all other terms shall remain valid and enforceable.

The Buyer accepts that these General Conditions of Sale (as they may be amended from time to time) apply to every order placed.

Chamber of Commerce number: 5513245

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