NOOXION’s Dealer Operation Policy

Any dealer who accepts appointment and tries to maintain the status as NOOXION`s authorized dealer for the sale of the Products provided by NOOXION (hereinafter referred to as “the Dealer”) shall always comply with this Policy as follows;

1. Management of the latest sales information and disclosure of the location of every retail store dealing in the Products

During the period of maintaining the dealer relationship with NOOXION, the Dealer shall provide NOOXION with the latest and precise corporate information and disclose the location of its every retail store which deals in the Products.

The subject to be disclosed hereof includes off-line store, web-site which supports commercial transactions, and temporary store ( e.g. event, campaign, product exhibition, short-run store, and etc.).

2. Reports on sales volume

Upon the request, the Dealer shall promptly collect and provide information regarding approved sales volume by retail stores. To keep this obligation, NOOXION shall have the rights to inspect the sales of products and business performances or to conduct financial analysis.

3. Trade and brand

The Dealer shall comply with NOOXION`s Trend and Brand Policy below and indicate that it is an authorized dealer of NOOXION in all online advertisement and performance of business..

The Dealer shall be strictly prohibited to establish a company using NOOXION`s trademark nor register NOOXION`s trademark as its title of domain or user name for social media. The Dealer dealing in the Product shall only use the marketing materials approved by NOOXION for marketing and advertising.

4. NOOXION`s Minimum Advertised Price Policy

The Dealer shall perform all obligations, in connection with or, arising out of Minimum Advertised Price Policy of NOOXION.

5. of transaction between the Dealers.

The Dealer shall not sell, market, or distribute great volume of the Products to other Dealer or NOOXION`s Dealer who conducts transaction with other retail store. The Dealer shall only sell, market, or distribute the Product to an end consumer.

6. Purchase NOOXION`s products from authorized Dealer

Retail store shall not purchase NOOXION`s products from any retail store or source of supply not explicitly guaranteed by NOOXION.

7. Prohibition of alteration in the original packing

The Dealer shall not alter, deface, remove, or cover in any manner the original packing made by NOOXION for the Products. The Dealer shall strictly be prohibited from removing the packing and reselling the Products in the different package or with different name attached any other than NOOXION.

8. of official website and official marketing date

Except with the prior written approval, the Dealer shall use the official product website and marketing data provided by NOOXION and shall not alter, modify or change them without NOOXION`s permission.

9. No bundling of the Products without permission

The Dealer shall not re-designate stock keeping unit (SKU) of the Products nor bundle the Products with products manufactured by a company any other than NOOXION without NOOXION`s prior written approval.

10. Mass sale

Using its reasonable efforts, the Dealer shall assist and cooperate with NOOXION in preventing unauthorized importing of NOOXION`s Products. The Dealer shall try to retain, or possess any information related to the transaction including, name, address, telephone number of customers, and serial or model number attached to the Products, and date of transaction. Though the Dealer has no obligation to transfer customer information to NOOXION, it shall use this information for the purpose of sorting out the suspicious purchase pattern.

11. Customer`s confusion

The Dealer shall not advertise, market, exhibit, display or demonstrate other products with NOOXION`s Products together in a way to manufacture or recommend other products or to give any implication that other products are related to NOOXION.

12. Sale to customers within designated business area

The Dealer shall limit its delivery within the designated nation or business area where delivery destination is located. This limitation shall be applied to the online sale and delivery to an end customer, in case the Dealer`s business area does not include online channels.

13. Compliance with PCI regulations

The Dealer shall comply with PCI regulations in all websites owned or operated by the Dealer to support authorized commercial transaction.

14. Updated privacy policy management

The Dealer shall announce, retain, and maintain privacy policy in a publicly accessible manner.

15. Separate operation of off-line retail store from electronic commercial business

The Dealer shall plan and organize the inventory for the electronic commercial business separately apart from the inventory for the off-line store, and respectively provide precise figures regarding sales volume.

It is forbidden to place products on other websites (such as market places or another domain) than the specified web-site that was approved when entering your dealership without written permission from NOOXION.

16. Safeguard for electronic commercial website and prevention of fraudulent acts

The Dealer shall take measures to keep electronic commercial website safe and prevent any fraudulent acts, which include double-certification, delivery limitation within permitted business area, and process to resolve the fraudulent act by a customer.

17. with laws and policy and customer satisfaction

The Dealer shall strictly comply with any relevant laws, regulations, rules and policy in selling, marketing, and advertising NOOXION`s Products and provide an efficient After Sales Services to meet minimum customary practice in the market.

In case the Dealer fails to comply with all regulations set out on NOOXION`s Authorized Dealer Policy, the Dealer may be suspended or terminated.

GENERAL TERMS AND CONDITIONS OF SALE

NOOXION, trading name of Toy group BV

Toy group BV

Om de kamp 17, 7964KT Ansen Nederland

Applicability

1.1 These General Terms and Conditions apply to offers, agreements and orders for the delivery of goods by Toy groupr BV, trading under the name of NOOXION, hereinafter referred to as “NOOXION”, which have taken place or have been effected through NOOXION’s online web shop between NOOXION and Other Party.

1.2 By placing an order, as well as by accepting an offer made by NOOXION, Other Party accepts, always and exclusively, the applicability of these General Terms and Conditions, to the express exclusion of any general terms and conditions of its own.

1.3 Any deviations from and/or additions to these General Terms and Conditions will only apply if and insofar as NOOXION has expressly accepted them in writing. The deviation and/or addition exclusively concerns the delivery on account of which acceptance has taken place.

1.4 In these General Terms and Conditions, an email also counts as a written statement.

1.5 Where in these General Terms and Conditions reference is made to consumer purchase, it means: the sale concluded between NOOXION and Other Party with reference to personal property, whereby Other Party is a natural person, not acting in the execution of profession or business.

Offer and acceptance

2.1 Any offers by or on behalf of NOOXION made in any way whatsoever (orally, in writing, electronically, digitally, etc.), are free of obligation and apply as long as supplies last.

2.2 NOOXION is competent to revoke any offer within five workdays of receiving Other Party’s acceptance. NOOXION has the right to remove offers from the website and cancel deliveries.

2.3 If Other Party’s acceptance deviates from NOOXION’s offer, even if it only concerns minor points, no agreement will be concluded, but it shall be understood as an offer made by Other Party.

2.4 An offer made by Other Party will not be deemed to have been accepted by NOOXION until and unless NOOXION has confirmed it in writing.

2.5 NOOXION’s offers and/or quotations will not apply to repeat orders or new orders.

2.6 Other Party will have accepted an offer by NOOXION if it has entered its account information (customer information) on NOOXION’s website and placed an order.

2.7 After an order has been placed by Other Party, NOOXION will send an order confirmation with an invoice. If Other Party placed an order with the payment by Bank Transfer then the order needs to be payed within 7 days, else NOOXION has the right to cancel the order.

Price

3.1 NOOXION charges prices as they are displayed on the website, unless expressly agreed otherwise in writing. The prices stated on the website are exclusive of VAT and exclusive of delivery charges.

3.2 NOOXION is entitled to charge rises in cost price of more than 15% to Other Party. If rises take place within three months of the contract being made, Other Party is entitled to dissolve the contract.

Payment

4.1 Insofar as not agreed otherwise in writing, payment shall be made before the agreed due date, exclusively by depositing the amount into or transferring it to an account stated on the invoice.

4.2 Without prejudice to any other relevant rights to which NOOXION is entitled, Other Party will be in default without requiring notice of default or judicial intervention, if Other Party fails to pay the money due on time and/or fully, or otherwise imputably fails in the fulfilment of its obligations towards NOOXION.

4.3 NOOXION is entitled to charge extrajudicial collection costs to Other Party. The costs will be calculated in accordance with the “Staffel Kantonrechters” Rapport Voorwerk II[1]. The minimum charge for extrajudicial collections is €37,00.

Delivery, Risk

5.1 Unless expressly agreed otherwise in writing, delivery will only take place after Other Party has fully paid the invoice amount.

5.2 NOOXION determines shipping mode and shipping route.

5.3 Other Party has the obligation to purchase the goods.

5.4 From the moment NOOXION presents the goods to the shipping firm for delivery (for instance, TNT Post), the risk of the goods getting lost or deteriorating (including damage, loss, theft) will lie with Other Party. If it concerns a consumer purchase, this risk will lie with Other Party from the moment of delivery.

Inspection of goods and complaints

6.1 Other Party shall immediately check the goods on delivery. As soon as possible after Other Party has established or could have reasonably established any defects or shortcomings, but within two weeks of delivery of the goods at the latest, Other Party shall notify NOOXION in writing of any complaints, accompanied by a careful description of the complaint(s).

6.2 Complaints can be submitted to NOOXION’s postal address, which is: NOOXION, Om de kamp 17, 7964KT Ansen The Netherlands, The Netherlands

6.3 Goods about which Other Party has complained, shall be stored carefully and unused, unmixed and unprocessed, in a suitable place and, at NOOXION’s first request, be placed at the disposal of NOOXION or a third party to be designated by NOOXION, for further inspection by sending the goods to NOOXION at Other Party’s expense.

6.4 Other Party is obligated to process and repair damaged or broker goods and offer there customers product support. This means repair and trouble shooting in order to repair the product. NOOXION will offer support by email and will send replacement parts on Other Party’s expense.

Time to reflect and cancellation

7.1 If it concerns a consumer purchase, Other Party has the right to cancel the purchase for seven days after receiving the product through a written statement to that effect. In that case, Other Party shall return the goods to NOOXION, unopened and unused, as soon as possible and at its own expense. NOOXION will return the money paid to it by Other Party as soon as possible and in any case within thirty days of the cancellation.

Liability NOOXION

8.1 NOOXION is not liable for any material or immaterial damage incurred by Other Party and/or third parties at whose disposal Other Party places the goods, unless in the event of intent or gross negligence on the part of NOOXION. In particular, NOOXION is not liable for any health damage.

8.2 NOOXION is not liable for any consequential damage, direct or indirect company damage, stagnation damage and/or loss of profit.

8.3 In any case, NOOXION’s liability in all circumstances is limited to the amount which its liability insurer will pay out in a given case.

8.4 If insurers decline to pay out or if the damage is not covered by the insurance, liability will be limited to three times the net invoice value of the delivery concerned, with a maximum of €500.

8.5 Other Party shall indemnify NOOXION against any third-party liabilities, regardless of their nature or extent, waiving any recourse against NOOXION herein.

Product requirements and processing

9.1 A natural person or legal person / Other party established outside the Netherlands who offers electrical and electronic equipment on the market outside the Netherlands hereby gives NOOXION its mandate and becomes responsible for the fulfillment of EU WEEE directive 2002/96/EG and the obligations arising from this regulation.

9.2 Products of NOOXION are age restricted products other party shall not sell NOOXION’s products to children aged between 0-14. NOOXION’s products can only be sold to Collectors aged older than 14.

Partial nullity, Renunciation

10.1 If any provision of these General Terms and Conditions is nullified and/or deemed null and void, in whole or in part, by a judge, the provision is deemed to have been converted into a provision which, for as much as is possible with the retention of its content and purport, is not nullifiable/null and void.

10.2 If NOOXION does not always demand strict compliance with these General Terms and Conditions, it does not imply that NOOXION will waive the right to demand strict compliance in any future case.