Terms & Conditions – Buyer

Qogita's House Rules

The following terms and conditions apply to all interactions on Qogita's platform. Buyers agree to be bound by these terms and conditions and all applicable laws and regulations by interacting with the platform. Buyer is prohibited from using or accessing the platform if Buyer does not agree with any or all of these terms.

The materials contained in this website are protected by applicable copyright and trademark laws. Qogita's Help Center and amendments thereto are considered part of these terms and conditions as if incorporated herein. Qogita reserves the right to amend and update its terms and conditions and help center without prior notice.

Please read the Terms carefully. By signing up to Qogita (directly with us or through a third party application, plug-in, extension or integration) you agree and accept these Terms, to the use of personal data and cookie usage stated on our Cookie Statement.

No Rescission (Ontbinding) or Suspension (Opschorten)

The Buyer may not rescind (ontbinden) its agreement to these terms and conditions in its entirety or part. The Buyer may not suspend (opschorten) compliance with its obligations under or in connection with these terms and conditions on whatever grounds.

Interpretation and Identity

All orders accepted by Qogita EU BV, Qogita UK Ltd, Qogita USA Inc, or Qogita Finance B.V. (hereinafter together referred to as "Qogita") and all quotations accepted by the Buyer are subject to the following terms and conditions, which shall prevail over any other terms or conditions, unless otherwise expressly agreed to in writing by Qogita. Qogita reserves the right to alter these terms and conditions at any time at its own will.

Use of the platform is limited only to parties that do not qualify as a “consumer” under the Dutch Civil Code. The Buyer hereby declares that all orders placed are in the context of and solely for business purposes only. The Buyer also declares that they understand and acknowledge that any indication that the order is placed in a private capacity may lead to access to Qogita’s services being terminated, and all outstanding amounts being due for payment.

Qogita's summary company details:

Registered Addresses

• Qogita EU B.V.: Weesperstraat 61, 1018VN Amsterdam, The Netherlands

• Qogita UK Ltd: 1 Poultry, London EC2R 8EJ, United Kingdom

• Qogita USA Inc: 485 Madison Avenue, New York City 10022, United States

Chamber of Commerce Registrations

• Qogita EU B.V.: 74714643

• Qogita UK Ltd: 13207678

• Qogita USA Inc: 6881723

Tax Details

• NL VAT Number: NL860001982B01

• NL EORI Number: NL860001982

• UK VAT Number: GB378624947

• UK EORI Number: GB378624947000

• US EIN: 38-4230741

Bank Details

• EUR IBAN: BE75967031659651

• EUR BIC: TRWIBEB1XXX

• GBP Sort Code: 23-14-70

• GBP Account Number: 74579631

• USD Routing Number: 084009519

• USD Account Number: 9600000000067511

Terms of Payment

Qogita maintains the following terms in relation to payments for goods sold:

• Payment must be made in advance, upon checkout, unless written agreement to the contrary has been expressly granted by Qogita.

• Any advance payment must be received by Qogita within 5 business days after placing the Order. The Order will automatically expire in case Qogita does not receive payment in full within 5 business days.

• Deferred payments not received when payable will be considered overdue. In such a case, Qogita is entitled to charge a late payment fee of 0.1% per day on the remaining unpaid balance every day the payment is delayed.

• The late payment fee leaves Qogita’s right to claim its actual damages as a result of non-payment unaffected. In particular, in case of late payment, in addition to the late payment fee (to this extent parties deviate from Article 6:92 (2) Dutch Civil Code), Qogita may claim statutory interest over any payment due.

• In addition, in case of late payment, Qogita is entitled to charge extrajudicial collection costs (buitengerechtelijke incasskosten) of 15% of the outstanding amount with a minimum of EUR 1000,-.

• The Buyer shall bear all fees related to payment of the agreed amount.

• Repayments are allocated first to the late payment fee, then to the deferral fee (if applicable) and then to the extrajudicial collection costs (buitengerechtelijke kosten). Only after these items are settled will repayments be allocated to the rest of the outstanding amount.

• The Buyer authorizes Qogita to take all such steps as are deemed necessary to verify all information provided by the Buyer independently and to check the Buyer's creditworthiness. The Buyer understands that these checks may include contacting Credit Reference Agencies (CRAs), fraud and money laundering prevention agencies, and the electoral register and providing them with information (such as payment behavior data) about the Buyer. Qogita may also conduct periodic searches and establish ongoing monitoring at CRAs to manage the Buyer's account.

Price of Products

Qogita maintains the following terms for the price of goods:

• The price of the goods shall be the quoted price shown at checkout. Qogita reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the goods to reflect any material increase in the cost to Qogita due to any factor beyond the control of Qogita.

• Prices on the platform exclude any applicable Value Added Tax (VAT) unless otherwise specified. Qogita will charge the Buyer VAT at checkout if required by law. Qogita shall use the VAT number and shipping address, both provided and verified by the Buyer, for this purpose.

• Qogita is free to change the prices shown on the platform as frequently as desired and may do so without providing its Buyers prior notice. Qogita reserves the right to change the value of any discounts distributed via any marketing channels or made available on our website without prior notice.

Shipment and Delivery

Qogita maintains the following general terms for shipments and delivery of goods:

• Delivery of goods is made through a shipping carrier, facilitated by the Seller or Qogita. Qogita typically notifies the Buyer upon dispatch of goods.

• Unless otherwise confirmed in writing, goods will be delivered to the shipping address provided at checkout. It is the Buyer's responsibility to accept the delivery of goods and/or collect goods from a collection point in cases where a delivery attempt has failed.

• Any refusals of shipments or non-collections by the Buyer may incur an additional fee.

• Orders may be subject to a minimum order value ("MOV") as determined occasionally by Qogita. Qogita reserves the right to change the MOV without prior notice. Orders below the MOV will not be accepted.

• Qogita reserves the right to wholly or partially cancel an order if (i) it desires without prejudice to any other right or if (ii) some or all of the goods are deemed undeliverable by Qogita. Once an order has been placed, the Buyer relinquishes the right to cancel the order under any circumstance.

• Goods consolidated and/or collected from either Qogita's appointed warehouse or a third-party designated warehouse are sold and prepared Ex-Works ("EXW") and not insured by Qogita for damaged, lost, missing, and suspected stolen items.

• Lead and processing times mentioned across Qogita's platform are approximate and are not guaranteed.

• Any dates quoted for delivery of the goods are approximate and cannot be guaranteed. Qogita shall not be liable for any delay, irrespective of the cause. The goods may also be delivered in advance of the quoted delivery date.

• Should the Buyer receive goods in quantities greater than invoiced or additional goods otherwise not invoiced:

  • The Buyer must notify Qogita immediately after delivery.

  • Qogita reserves the right to charge the Buyer for additional goods received at an additional cost or request that the goods are returned.

Risk and Property

Qogita maintains the following terms for risk to and property of goods sold:

• Risk of damage to, or loss of, goods will pass to the Buyer once said goods either:

  • Have been collected by the Buyer from an address agreed upon in writing with the Seller or Qogita.

  • Have been provided to the relevant shipping carrier by the Seller or Qogita.

• All goods sold on Qogita's platform are sold and shipped on a Carriage Paid To ("CPT") basis unless it's agreed between Qogita and the Buyer, prior to placing an order, that the Buyer wishes to consolidate and/or collect goods from either Qogita's appointed warehouse, or a third-party designated warehouse, wherein goods are prepared for collection on an Ex-Works ("EXW") basis; protection is not available for orders placed on an Ex-Works basis.

• For orders on an Ex-Works basis, Qogita's liability ends once the goods have been made available for collection and notified to the Buyer. For all other shipments, Qogita's liability ends once the goods are handed to a carrier at origin.

• Notwithstanding delivery and the passing of the risk of said goods to the Buyer, full ownership of the goods will remain with Qogita until Qogita has received in cash or cleared funds payments of the total purchase price of the goods (including but not limited to any additional costs such as shipping, commission, and any late payment or deferral fees).

• Once the Buyer checks out, Qogita deems the order as final and amendments are not allowed. If the Buyer chooses to pay by Bank Transfer, Qogita deems the order final upon receipt of payment and reserves the right to cancel the order if payment is not received timely.

Product Information

Qogita maintains the following terms for product information across its platform and communications:

• All images across Qogita's platform are for illustrative purposes only.

• Qogita cannot guarantee that all relevant information is correctly displayed on all screen sizes.

• The Buyer is advised to access Qogita on a large-screen desktop when placing products in the cart or proceeding to checkout.

• Qogita considers the GTIN as the primary distinguishing factor for products. GTIN variation is allowed for substantial product similarities such as product brand, name, and volume, including but not limited to variations relating to product line versions.

• Qogita cannot guarantee that the product version displayed in images across our platform is the version the Buyer will receive upon delivery.

Shopping Preference

The Buyer's responsibility is to ensure their desired shopping preferences are selected each time they log in to use Qogita's platform to ensure that the items they buy are suitable for sale in the Buyer's intended resale market. Maintenance updates to Qogita's platform may reset a buyer's shopping preferences. Qogita shall not be held liable for any consequences should the Buyer fail to ensure their preferences are correct before placing an order.

It is the buyer's responsibility to comply with all country-specific import requirements when purchasing from a different region. Failure to meet these requirements may result in shipments being returned, lost, or destroyed by customs authorities. In such cases, no refunds will be issued.

The Buyer is responsible for checking that the items they receive are suitable for sale in the intended market of sale; Qogita takes no responsibility for any sale of unauthorized goods, intentional or otherwise, by the Buyer.

Should the Buyer receive items contradictory to their shopping preferences, the Buyer may be eligible for a refund subject to Qogita's terms and conditions. Notification period requirements apply.

Protected shipping coverage

Qogita’s Protected Shipping coverage is a required service on all orders to ensure the security of your goods during transit.

Limitations of Liability

Compensation for recoverable losses is subject to Qogita's terms and conditions, and in particular subject to the following provisions which include important limitations of liability:

• The Buyer fully indemnifies Qogita for all costs and/or damages of any nature that result from a breach by the Buyer of any obligation under these T&Cs.

• Unless in case of intent or gross negligence on the part of Qogita, Qogita is not liable for any damage and/or costs of any kind related to the use by the Buyer of Qogita’s platform, its account and the information provided, such as – without limitation – damage and costs as a result of improper functioning of the Platform, technical malfunctions, inaccurate information provided etc.

• Qogita cannot be held liable for any consequential damages, delay damages, loss of profit or interest, or any other indirect losses of any kind.

• Notwithstanding the notification period applicable to any claim and/or refund (see below under “Claims and Refunds”), every compensation claim will in any event expire one year after the date on which the Buyer became aware or could reasonably have become aware of the damage and of Qogita’s potential liability for the damage.

Claims and Refunds

Should the Buyer desire to claim for their order:

• If the Buyer is eligible to make a claim on their order, it is the Buyer's responsibility to notify Qogita within a reasonable timeframe and in accordance with Qogita’s claims process. All claims are subject to Qogita's terms and conditions. Failing to act as instructed might lead to your claim being rejected. The Buyer confirms that any claim made is legitimate and that the information provided to Qogita as part of the claims process is true and accurate.

• Qogita reserves the right to request further supporting evidence where the provided evidence of damaged, lost, missing, or stolen goods is not deemed sufficient.

• Qogita reserves the right to reject a claim in cases where the Buyer refuses or fails to provide requested supporting evidence within the supplied timeframe.

• Upon notice to the Buyer that their claim is being investigated, the typical time frames provided are approximate and cannot be guaranteed. Qogita is not bound by any time frame to provide a decision or refund.

• Administrative and operational costs, such as payment fees, are only refunded in some circumstances and provided at the discretion of Qogita.

• Qogita reserves the right to refrain from conversation pertaining to any claim during the investigative process and following Qogita's final decision.

• After your claim is approved, we reserve the right to require the collection of the items associated with the claim. Failure to allow collection within the specified time frame may result in the revocation of your claim. In the event that we are unable to confirm the collection within the stipulated time frame, you are permitted to dispose of the items at your discretion.

Sell First, Pay Later

At checkout, Qogita provides the Buyer with several options to defer payment (i.e., a "Pay Later" amount) under Qogita's Sell First, Pay Later programme as set out below.

Qogita reserves the right to reject the Buyer’s application for the Pay Later programme, to reassess the Buyer’s eligibility or to amend the deferral limit that is available to the Buyer if Qogita so deems appropriate or prudent, and to change the terms of the Pay Later programme at will.

The Buyer agrees to pay the full amount as specified on all invoices issued to them by Qogita by the due date listed on the invoice. It is the Buyer's responsibility to ensure payment is received by Qogita on time. Failure to do so may result in the order being considered overdue and the Buyer's account on Qogita being blocked. All repayments are allocated first to the late payment fee, then to the deferral fee (if applicable), and only then to the rest of the outstanding amount.

Qogita's Sell First, Pay Later service shall only apply to parties that do not qualify as a "consumer" under the Dutch Civil Code. If the Buyer qualifies as a "consumer", they are prohibited from applying for or receiving from Qogita any credit, loan, advance, or similar payment terms. By accepting these terms and conditions, the Buyer hereby declares that they do not qualify as a "consumer" as defined in the Dutch Civil Code. Should it be found otherwise, access to Qogita's services will immediately be terminated, and all outstanding amounts will be due for payment.

Subject to pre-approved options as defined by Qogita on its website, the Buyer shall choose at checkout the applicable payment term for the Pay Later amount (the "Payment Term"). The Buyer agrees to pay Qogita for the full outstanding Pay Later Amount on or before the date linked to the Payment Term selected and specified at checkout (the "Due Date"). Qogita may change the available payment terms unilaterally after the date of checkout.

If the Buyer has made an error (heeft gedwaald) in relation to these terms of service above, it shall bear the risk of that error.

Concurrently, the Buyer agrees to pay Qogita a deferral fee as compensation for being provided an extended payment term through the Pay Later option. The charged fee plus any VAT (if applicable) is automatically included on the invoice and the amount charged depends on various factors including the selected Pay Later Payment Term and Pay Later amount. The fee rate charged to the Buyer will be as agreed based on the terms selected by the Buyer and fee rates presented on the Qogita website at time of checkout, included on the related invoice, and is visible on the Buyer's dashboard on the Qogita website.

If, for any reason, the Buyer does not pay any or all of the Pay Later Amount on or before the Due Date; the Buyer shall be in default. In such case, Qogita may, without providing further notice, declare all outstanding amounts immediately due and payable and demand full and immediate payment of all outstanding amounts invoiced to the Buyer. Qogita shall also be entitled to cancel outstanding orders or suspend any further deliveries without any liability to the buyer as well as use all and any payments from the Buyer against the overdue balance of the Buyer. Additionally, the Buyer shall pay an additional late payment fee on the remaining unpaid balance every day the payment is delayed.

In case of default, in addition to the aforementioned late payment fees and as outlined above in Terms of Payment, Qogita is entitled to also charge (i) statutory interest over the amount due, and (ii) extrajudicial collection costs (buitengerechtelijke incasskosten) of 15% of the outstanding amount with a minimum of EUR 1000,-. In addition, Qogita may seek assistance from (i) debt collectors, (ii) lawyers, or (iii) any other professional adviser and claim any additional costs in that regard from the Buyer.

Any Pay Later Payment Term granted is independent of the order or transaction made on Qogita. In all cases in which the Buyer chooses the Pay Later payment option, the Buyer irrevocably and unconditionally waives all defences it may have, now or in the future, against payment of the Pay Later amounts to Qogita. This means inter alia that the Buyer is not entitled to set-off any purported Buyer claims against Qogita (for instance, but not limited to, claims in connection with outstanding support / refund claims) with Qogita's claims for payment of the Pay Later amounts once due, or to otherwise refuse payment of the Pay Later amounts once due.

Referral Program

Referral limits are in place, subject to change without notice, with Qogita retaining the right to adjust them based on operational considerations. The Referral Scheme is exclusively designed for referring new buyers with a valid intra-EU VAT number to Qogita, and any form of self-referral or misuse will render participants ineligible for rewards, which may be removed at Qogita's discretion. Participants are responsible for staying informed about any changes to the Referral Scheme, effective immediately upon communication through our platform. By engaging in the Referral Scheme, you agree to comply with these conditions as Qogita aims to uphold the program's integrity.

Insolvency of Buyer

If any or all of the following points hold:

• The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order (being an individual or firm); or

• Bankruptcy, insolvency or similar proceedings are initiated against the Buyer (whether filed for by third parties or by the Buyer itself); or

• Any proceedings for the liquidation or winding-up of the Buyer’s business are instituted, or Buyer petitions for or otherwise requests or proposes a reorganization, readjustment or rearrangement of its debts; or

• The Buyer repeatedly requests a (further) deferral of payment; or

• The Buyer sells its business or a substantial part thereof to any third party; or

• There is a change of control at the Buyer’s shareholder level; or

• An encumbrance or seizure order takes possession, or a receiver is appointed to any of the property, or assets of the Buyer; or

• The Buyer ceases or threatens to cease to carry on business; or

• Any other change occurs which has an impact on the relationship between Qogita and the Buyer; or

• Qogita reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer.

Then without prejudice to any other right or remedy available to Qogita:

• Qogita shall be entitled to cancel outstanding orders or suspend further deliveries without liability to the Buyer. If any goods have been delivered but not paid for, the payment shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.

Force Majeure

Qogita will not be liable for failure to perform due to Force Majeure. The term "Force Majeure" means any event beyond the reasonable control of Qogita, including but not limited to:

• Fire, flood, earthquake, explosion, inclement weather, or unforeseeable natural occurrence or accident.

• Strikes, lock-outs, work-to-rule, or other labour disputes.

• War, civil unrest, acts of vandalism, or other violence.

• Law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency, civil or military authority.

• Global pandemics.

• Delay, cancellation, or disruption of travel arrangements.

• Illness or injury to personnel.

• Pre-emption, failure, degradation, or severance of any facility or equipment that Qogita has procured for the provision of business.

Non-Disclosure Agreement

Information on Qogita's website and/or its platform is assumed to be unknown to the general public ("Confidential Information"). Qogita protects its Confidential Information against unauthorized use and disclosure. As such, Buyer agrees that:

• All Confidential Information will remain Qogita's exclusive property.

• Buyer will use Confidential Information only to evaluate potential purchases from Qogita.

• Buyer will not disclose Confidential Information to any individual, company, or third parties.

• Buyer will notify Qogita immediately upon discovering any unauthorized use of Confidential Information or any breach of this agreement.

• Upon Qogita's request, Buyer will deliver to Qogita all confidential information materials and, at our option, provide Qogita with a written certification of compliance.

Buyer also agrees that you will not disclose information about Qogita that is confidential or proprietary to you or any other person or company.

Communication

All communication will be conducted via the Buyer's email address and telephone number provided or the Buyer's dashboard on the Qogita platform. Communication conducted via this medium will be deemed received, read, and legally binding.

Modifications

Qogita is free to revise these terms and conditions at any time and without notice. By using Qogita's platform, Buyer agrees to be bound by the then current version of its Terms and Conditions.

Accountability

The Buyer understands and agrees that they are ultimately responsible for repaying all outstanding amounts invoiced, including any interest, VAT, and fees, and are liable in case of default.

Indemnification

The Buyer shall bear full responsibility for their provided information, including but not limited to the Buyer's company name, company registration number, address, VAT number, bank account details and contact email. If it is found that the Buyer provided wrong information, whether intentional or not, Qogita is allowed to declare all outstanding amounts invoiced immediately due and payable and demand full and immediate payment of all outstanding amounts invoiced. Qogita cannot be held liable for any claims or losses (directly or indirectly) resulting from such wrong information provided by the Buyer.

Changes to Qogita

Qogita may (i) assign (overdragen) its rights under any invoice or (ii) transfer its legal relationship (rechtsverhouding) under any invoice (in each case, either in its entirety or in part) to another person. The Buyer hereby cooperates in anticipation of any assigning of rights or transfer of the legal relationship.

Illegality

If and to the extent that any provision of these terms and conditions is held to be illegal, void, or unenforceable, this shall not affect the validity of the other provisions of these terms and conditions.

Governing Law

The agreement, these general terms and conditions, and any non-contractual obligations in connection with it are governed exclusively by Dutch law, excluding the Vienna Convention for the International Sale of Goods.

Disputes

The Amsterdam District Court has exclusive jurisdiction to settle all disputes in connection with the relation between Qogita and the Buyer and these general terms and conditions, including disputes concerning its existence, validity, and any non-contractual obligations. Any disputes will be resolved following proceedings in English before the Chamber for International Commercial Matters ("NCC”) of the Amsterdam District Court, to the exclusion of the jurisdiction of any other courts. An action for interim measures, including protective measures, available under Dutch law may be brought in the NCC in Summary Proceedings ("CSP”) in English. Any appeals against NCC or CSP judgments will be submitted to the Amsterdam Court of Appeals Chamber for International Commercial Matters.