General Terms and Conditions of Zest BV

Applicable conditions

a) ZEST shall mean: verloskundigenloket.nl, www.kraamzorgloket.nl, www.verloskundeshop.nl, www.vroedvrouwenloket.be (www.guichet-sages-femmes.be), www.midwifesupplies.eu and www.guichetsagesfemmes.fr.

b) These general terms and conditions expressly apply to all offers, agreements concerning the supply of goods and the provision of services, including the installation or commissioning of supplied goods, and the performance thereof. Any deviations must be expressly agreed in writing;

c) In these conditions, client shall mean: any natural person or legal entity who is a customer of one of the above-mentioned websites;

d) The general terms and conditions used by the client shall remain applicable insofar as they do not conflict with the present conditions. In the latter case, ZEST’s conditions shall at all times prevail, even if priority has been stipulated otherwise.

Prices

a) All prices stated by ZEST are exclusive of VAT and any shipping costs.

b) In the event of an increase in one or more cost price factors, ZEST shall be entitled to increase the price accordingly; provided that this shall apply only to future transactions.

Delivery; acceptance

a) The customer is entitled to cancel the order within the statutory period of 30 days.

b) The delivery period shall commence on the day the order is concluded or on the day an agreed advance payment has been paid in full and the information to be provided by the client that is relevant to the execution of the agreement has been received.

c) If a term has been agreed or specified for the performance of certain work or for the delivery of certain goods, this shall never constitute a strict deadline. In the event of a term being exceeded, the client must therefore give ZEST written notice of default. ZEST must then be granted a reasonable period to still perform the agreement;

d) ZEST is entitled to make partial deliveries;

e) In the event of non-conforming delivery, the delivery period and any additional period shall not be deemed to have been exceeded if the client has not raised well-founded objections regarding the goods supplied or the services performed within fourteen calendar days after delivery of the goods or performance of the services;

f) The client is obliged to accept delivery. A shortcoming, such as the non-availability or incomplete availability of promised documentation, which does not seriously hinder the use of what has been supplied or performed, shall not constitute grounds for invoking late delivery, nor for refusing acceptance or payment. This does not affect the client’s right to have the shortcoming remedied as soon as possible;

g) If the client cancels an order in whole or in part, the work already performed and the items ordered or prepared for that purpose, increased by any costs of incoming transport, outgoing transport and delivery thereof, as well as the labour time reserved for the performance of the agreement, shall be charged to the client in full, without prejudice to the right to claim full compensation, including loss of profit.

h) If an order is unexpectedly not delivered to the client by the carrier, the client must notify ZEST thereof no later than 2 months after the order date in order to qualify for a free reshipment.

Payments

a) Payments must be made immediately (via electronic banking). Payment by invoice is only possible with ZEST’s consent and payment must be made no later than fourteen calendar days after the invoice date;

b) If, after payment by the client, ZEST is unable to deliver a certain product or products to the client, ZEST shall refund the excess amount paid from the order to the client’s account within fourteen days.

b) If ZEST has grounds to doubt the client’s compliance with its payment obligations, such as in the event of suspension of payments, bankruptcy or an application thereto, attachment, cessation or liquidation of the business, previous late payment, etc., ZEST may demand full payment in cash in advance or upon delivery;

c) Costs connected with payment shall be borne by the client;

d) If the client fails to pay an invoice on time, the client shall be in default by operation of law. In that case, the client shall owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. Interest on the amount due and payable shall be calculated from the moment the client is in default until the moment of payment of the full amount due. Overdue unpaid interest shall also bear interest after one year;

e) If the client is in default or otherwise fails to timely fulfil its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the client. The extrajudicial costs shall amount to at least 15% of the amount owed by the client, including the aforementioned interest, with a minimum of €250;

f) ZEST shall be entitled to apply payments made by the client first to costs, then to accrued interest and finally to the principal sum and current interest. ZEST may, without thereby being in default, refuse an offer of payment if the client designates a different order of allocation. ZEST may refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid;

g) The client shall never be entitled to set off any amount owed by it to ZEST. Objections to the amount of an invoice shall not suspend the payment obligation. A client who cannot invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code) shall likewise not be entitled to suspend payment of an invoice for any other reason.

Transfer of risk and ownership

a) The risk in goods to be delivered shall always and permanently pass to the client at the moment they arrive at the agreed place of delivery;

b) Ownership of delivered goods shall not pass to the client until the consideration for goods delivered or to be delivered by ZEST to the client under the agreement, or for work performed or to be performed by ZEST for the benefit of the client under such agreement, as well as for claims due to failure to perform such agreements, has been fulfilled;

c) The client must at all times do everything that may reasonably be expected of it to safeguard ZEST’s ownership rights. If third parties seize goods delivered subject to retention of title, or wish to establish or assert rights thereon, the client is obliged to notify ZEST thereof immediately.

The client furthermore undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as theft, and to make the insurance policy available for inspection by ZEST at first request. In the event of any insurance payout, ZEST shall be entitled to such proceeds.

Insofar as necessary, the client undertakes in advance towards ZEST to cooperate with everything that may prove necessary or desirable in that context;

d) In the event ZEST wishes to exercise its ownership rights referred to in this article, the client hereby grants unconditional and irrevocable permission in advance to ZEST and third parties designated by ZEST to enter all places where ZEST’s property is located and to repossess it.

Non-attributable failure

a) ZEST shall not be obliged to fulfil any obligation towards the client if it is hindered from doing so as a result of a circumstance not due to fault, and which does not fall to its account by virtue of the law, a legal act or generally accepted standards in commerce;

b) In these general terms and conditions, force majeure shall mean, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which ZEST has no control, but as a result of which ZEST is unable to fulfil its obligations. This includes strikes in ZEST’s company or that of third parties. ZEST shall also be entitled to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after ZEST should have performed its obligation;

c) During the period in which the force majeure continues, ZEST may suspend its obligations under the agreement.

If this period lasts longer than two months, each of the parties shall be entitled to dissolve the agreement, without any obligation to compensate the other party for damage;

d) Insofar as ZEST, at the time the force majeure commences, has already partially fulfilled its obligations under the agreement or will still be able to do so, and independent value can be attributed to the part already fulfilled or yet to be fulfilled, ZEST shall be entitled to invoice that part separately. The client shall be obliged to pay such invoice as if it concerned a separate agreement.

Defects in goods and services

a) The client is obliged to inspect, or have inspected, what has been delivered immediately at the moment the goods are made available to it or the relevant work has been performed. In doing so, the client must investigate whether the quality and/or quantity of what has been delivered corresponds with what has been agreed and meets the requirements agreed between the parties in that regard. Any visible defects must be reported to ZEST in writing within seven days after delivery. Any non-visible defects must be reported to ZEST in writing immediately upon discovery, but in any case no later than fourteen days thereafter.

The notice must contain as detailed a description of the defect as possible, so that ZEST is able to respond adequately. The client must give ZEST the opportunity to investigate a complaint, or have it investigated;

b) If the client lodges a complaint in time, this shall not suspend its payment obligation. In that case, the client shall also remain obliged to accept and pay for the other ordered goods and that which it has instructed ZEST to perform;

c) If a defect is reported later, the client shall no longer be entitled to repair, replacement or compensation;

d) If it is established that an item is defective and a complaint has been made in time in that respect, ZEST shall, at its option, replace the defective item within a reasonable period after receipt of its return or, if return is reasonably impossible, after written notification by the client of the defect, or arrange for its repair, or pay substitute compensation to the client. In the event of replacement, the client is obliged to return the replaced item to ZEST and transfer ownership thereof to ZEST, unless ZEST indicates otherwise;

e) If a complaint proves to be unfounded, the costs thereby incurred, including investigation costs incurred on the part of ZEST, shall be borne in full by the client;

f) By way of derogation from the statutory limitation periods, the limitation period for all claims and defences against ZEST and third parties involved by ZEST in the performance of an agreement shall be one year;

g) An agreement may only be dissolved in whole or in part on account of a shortcoming insofar as the client cannot reasonably be required to maintain it.

Liability

a) If ZEST should be liable, such liability shall be limited to what is regulated in this provision;

b) ZEST shall not be liable for damage of any nature whatsoever caused by ZEST having relied on incorrect and/or incomplete information provided by or on behalf of the client;

c) For damage demonstrably suffered by the client as a result of a delay attributable to ZEST, the client shall be entitled, for each full calendar week of delay, to compensation of 0.5%, up to a total of 5%, of the price excluding VAT of the part of the agreement that was not performed on time;

d) ZEST shall only be liable for direct damage;

e) Direct damage shall be understood exclusively to mean the reasonable costs of determining the cause and extent of the damage, insofar as such determination relates to damage within the meaning of these conditions, any reasonable costs incurred to make ZEST’s defective performance comply with the agreement, insofar as these can be attributed to ZEST, and reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. ZEST shall never be liable for indirect damage, including consequential loss, production loss, additional purchase costs elsewhere, reconstruction of lost information, fines, discounts, loss of profit, lost savings and damage due to business interruption;

f) The right to compensation shall lapse if no written claim is made within fourteen days after the discovery of the damage. Damage shall not qualify for compensation if it becomes apparent later than twelve months after delivery of the relevant good or notification that a service has been performed;

g) The limitations of liability included in this article shall not apply if the damage is due to intent or gross negligence on the part of ZEST or its managerial subordinates;

h) Third parties involved in the performance of the agreement and who also belong to the group of companies of which ZEST forms part may in any event invoke the same defences against any claim by the client as ZEST may invoke under these general terms and conditions;

i) No higher compensation may be obtained jointly from ZEST and the aforementioned third parties than could be obtained from ZEST alone.

Indemnity

The client indemnifies ZEST against any claims by third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to someone other than ZEST. If ZEST should be held liable by third parties on that account, the client shall be obliged to assist ZEST both out of court and in court and to do immediately everything that may be expected of it in that case. Should the client fail to take adequate measures, ZEST shall be entitled, without notice of default, to do so itself. All costs and damage thereby incurred on the part of ZEST and third parties shall be borne in full by the client.

Miscellaneous

a) Specific conditions may apply in addition to these general terms and conditions to assignments of a specific nature, such as with regard to assembly, software, service, etc. If ZEST supplies goods or performs services that fall under the US Export Administration Act, the client is obliged to observe the provisions applicable to it;

b) ZEST reserves all rights, including intellectual and industrial property rights, with regard to information it provides to the client in the context of concluding an agreement, for example in the form of drawings, diagrams, designs or software. The information may only be used by the client within the framework of concluding and performing the agreement. If no agreement is concluded, the client shall, at ZEST’s first request, immediately hand over the information carriers and any copies thereof, including the quotation, to ZEST;

c) ZEST reserves the rights and powers to which it is entitled under the Dutch Copyright Act and other intellectual property legislation and regulations;

d) If any provision of an agreement lacks legal force, the remaining provisions shall remain fully in effect, unless continued adherence to the agreement would then be manifestly unreasonable.

Disputes

a) All legal relationships to which ZEST is a party shall be governed exclusively by Dutch law, even if an obligation is performed wholly or partly abroad or if the party involved in the legal relationship is domiciled abroad. The applicability of the Vienna Sales Convention is excluded;

b) The court in the place of business of ZEST, being the court of ’s-Hertogenbosch, shall have exclusive jurisdiction to hear disputes, unless mandatory law prescribes otherwise. Nevertheless, ZEST shall be entitled to submit the dispute to the court having jurisdiction according to the law;

c) The parties shall first appeal to the courts only after they have made every effort to settle a dispute amicably.

Publication and amendment of conditions

a) These conditions have been published on the webshops referred to in these conditions;

b) The latest filed version or the version applicable at the time the legal relationship with ZEST came into being shall always apply;

c) The Dutch text of these general terms and conditions shall always be decisive for their interpretation.

ZEST BV

February 2025