Client Specific Terms and Conditions Supplier Wehkamp B.V.

Client Specific Terms and Conditions Supplier Wehkamp B.V.

Version number 1 – July 2024

These Client Specific Terms and Conditions (“CSTC”) apply to the Contract for Services pursuant to which a Professional will perform Work at Wehkamp B.V. (“Client”). Words written with a capital letter shall have the meaning given to them in the General Terms and Conditions for Intermediary Services Suppliers (“GTC”) of HeadFirst Group.

Article 1 General

1. As far as these CSTC do not deviate from nor mention the Invoicing procedure below, this procedure applies and is part of the Assignment Documentation:

I. The Invoicing procedure; and
II. Code of Ethics.

Article 2 Termination

1. Parties may terminate the Assignment at any time, without stating reasons and without being liable for any form of compensation, subject to the notice period specified in the Assignment or with a notice period of fourteen (14) calendar days.

Article 3 Liability

1. The Supplier's liability for indirect damage, including consequential damage, lost profits, missed savings, as well as costs incurred to prevent, limit, or determine consequential damage, is excluded.
2. The Supplier's business and professional liability is per Assignment limited to an amount of € 1,500,000.00 per event or a series of related events.
3. The limitation of liability as described in this article does not apply to indemnifications and/or damages:

I. liability for taxes and premiums; and
II. property rights and confidentiality.

Article 4 Confidentiality

1. If the Supplier and/or Professional violates one or more provisions of the non-disclosure agreement, Supplier forfeits a directly claimable penalty of € 10,000.00 per violation and € 5,000.00 for each day the violation continues. This penalty clause leaves all other rights of Intermediary to compensation unaffected.
2. Upon completion or early termination of the Assignment, the Supplier is obliged, at the first request of the Client, to return the confidential information to the Client in a manageable manner within five (5) calendar days or to destroy it with the prior consent of the Client.

Article 5 Force Majeure

1. In the event of force majeure, the fulfillment of the relevant and related obligations is entirely or partially suspended for the duration of such force majeure, without the Parties being obliged to compensate each other for any damages.
2. The Parties can only invoke force majeure towards each other if the relevant Party informs the other Party in writing of the invocation of force majeure as soon as possible, providing the necessary supporting evidence.
3. If it becomes clear that the fulfillment of an obligation under this agreement by a Party is impossible due to force majeure, or after a period of two (2) weeks from the moment the force majeure has been evidenced, the other Party may terminate this agreement in whole or in part by letter with immediate effect, without being obliged to pay any compensation.
4. Force majeure does not include:

I. the failure or late fulfillment by a third Party of the obligations it has undertaken towards one of the Parties, unless the relevant Party demonstrates that the failure or late fulfillment by that third Party is due to force majeure on the part of that third Party and it is not reasonable to expect that Party to obtain its services from another Party in such a case. “Force majeure of a third Party” does not include contractual expansion of this concept beyond what is generally accepted; and

II. shortages of third Parties, strikes, blockades or punctuality actions, illness of third Parties, delayed delivery or unsuitability of materials, liquidity or solvency problems at the Supplier.