Terms and Conditions

General terms and conditions of delivery of Hemsson Inc., trading under the name Dutch Home Company

Revised draft, July 2026, prepared for review by Pennsylvania-licensed e-commerce and consumer protection counsel before use. This draft replaces provisions that were carried over from Dutch/EU law and do not apply in the United States.

Article 1: DEFINITIONS

Unless the context otherwise requires, capitalized words and expressions in these Terms and Conditions are defined words and expressions and have the following meanings:

Offer: any offer by Hemsson Inc. to enter into an Agreement.

Terms and Conditions: these General Terms and Conditions of Delivery of Hemsson Inc.

Hemsson Inc.: the corporation Hemsson Inc., trading under the name Dutch Home Company, organized under the laws of the Commonwealth of Pennsylvania, with its principal place of business at 325 Sentry Parkway, Blue Bell, Pennsylvania 19422, being the user of these Terms and Conditions.

Consumer: any natural person who acts for purposes which are outside their trade, business, craft, or profession.

Distance Purchase: the agreement with a Consumer in which Hemsson Inc. has made exclusive use of one or more distance communication techniques up to and including the conclusion of the Agreement (such as sales exclusively via Hemsson Inc.'s website or online store).

Order: a quotation request, order, assignment, or purchase order from the Counterparty to Hemsson Inc. with regard to Products to be delivered.

Agreement: any Agreement between the Parties concerning the sale and delivery of Products and/or associated services by Hemsson Inc. to the Counterparty.

Party(ies): Hemsson Inc. and/or the Counterparty.

Product(s): all tangible items that Hemsson Inc. supplies to the Counterparty.

Counterparty: the Consumer, natural person(s) acting in a commercial or professional capacity, and/or legal entity(ies) to whom Hemsson Inc. makes an Offer and/or with whom Hemsson Inc. enters into an Agreement to supply Products and/or associated services.

Article 2: APPLICABILITY

These Terms and Conditions apply to all Offers and Agreements with Hemsson Inc. Deviations from these provisions are only valid if expressly agreed upon in writing in advance.

These Terms and Conditions also apply to Agreements with Hemsson Inc. for the execution of which Hemsson Inc. must engage third parties.

If these Terms and Conditions have applied to any prior Agreement, they will automatically, without any separate agreement being needed between the Parties, apply to any subsequent Agreement concluded between the Parties, unless expressly agreed otherwise in writing between the Parties with respect to the Agreement in question.

Hemsson Inc. expressly rejects the applicability of any general or specific purchase terms and conditions used by the Counterparty to any Agreement, unless and until Hemsson Inc. has expressly declared such terms and conditions applicable to the Agreement in writing. Acceptance in this manner of the Counterparty's terms and conditions as to one Agreement does not imply that those terms and conditions apply to any subsequently concluded Agreement.

If any provision of these Terms and Conditions is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely reflects its original intent.

To the extent an Agreement deviates from one or more provisions of these Terms and Conditions, the provisions of the Agreement will prevail. The remaining provisions of these Terms and Conditions will remain fully applicable to the Agreement.

Article 3: OFFERS

All offers, price lists, and other communications by Hemsson Inc. are invitations to order and do not constitute a binding offer to sell, unless Hemsson Inc. expressly states a fixed period for acceptance. No Agreement is formed until Hemsson Inc. accepts the Counterparty's order in accordance with Article 4.

Hemsson Inc. is entitled to charge for the costs associated with preparing, developing, and presenting an Offer, provided that Hemsson Inc. has previously disclosed in writing that such costs are due and their amount.

Samples and models shown or provided by Hemsson Inc., as well as descriptions of colors, sizes, and other characteristics in Hemsson Inc.'s brochures, promotional materials, website, or social media, are as accurate as possible but are for illustrative purposes only. No rights can be derived from these unless the Parties have expressly agreed otherwise in writing.

Hemsson Inc. reserves the right to make changes to its Products, including during the period any catalogue, offer, or promotion remains published.

Article 4: FORMATION OF THE AGREEMENT

Subject to the other provisions of these Terms and Conditions, an Agreement is formed only:

•          by acceptance by the Counterparty of an Offer;

•          by written order confirmation by Hemsson Inc. of an order placed by the Counterparty other than on the basis of an Offer; or

•          because Hemsson Inc. actually carries out an order from the Counterparty.

The Agreement supersedes and replaces all prior proposals, correspondence, agreements, or other communications between the Parties made prior to entering into the Agreement, however much they may differ from or conflict with the Agreement.

Notwithstanding the preceding paragraphs of this Article, Hemsson Inc. reserves the right to refuse orders. The Counterparty will be notified of such a refusal, with or without a stated reason. Any payment already made will be refunded to the account of the bank or credit card company from which the payment originated.

Amendments to or additions to the Agreement are valid only after written acceptance by Hemsson Inc. Hemsson Inc. is not obligated to accept amendments or additions and may require that a separate Agreement be entered into instead. Hemsson Inc. may charge the Counterparty for reasonable costs related to any amendment to or addition to the Agreement.

Commitments by and agreements with employees or representatives of Hemsson Inc. bind Hemsson Inc. toward the Counterparty only if and to the extent such commitments or agreements have been confirmed in writing by Hemsson Inc. to the Counterparty.

Article 5: PRICES & PRICE CHANGES

All prices stated are in U.S. dollars and, unless expressly stated otherwise, exclude packaging, transport, and delivery costs and any applicable sales, use, or similar tax.

If, between the date of conclusion of the Agreement and delivery of the Product, the cost of materials used in the Product increases, or wages, employment conditions, or social contributions change by operation of law or collective agreement, Hemsson Inc. is entitled to pass these increases on to the Counterparty.

If the Counterparty is a Consumer and the price is increased and charged within three (3) months after the conclusion of the Agreement, the Consumer may terminate the Agreement.

If a new price list is issued by Hemsson Inc. or its suppliers between the dates referred to above, Hemsson Inc. is entitled to charge the prices in that new list to the Counterparty, or to apply the provisions of the previous paragraph.

If any applicable sales, use, or similar tax rate changes by operation of law, the Parties will settle the difference in accordance with applicable law.

All amounts owed by the Counterparty to Hemsson Inc. become immediately due and payable in the following cases:

•          if, after the conclusion of the Agreement, Hemsson Inc. becomes aware of circumstances giving it good reason to believe that the Counterparty will not meet its obligations, as reasonably determined by Hemsson Inc.;

•          if Hemsson Inc. has asked the Counterparty to provide security for performance as referred to in the paragraph above and such security is not provided or is insufficient;

•          in the event of the Counterparty's liquidation, insolvency, assignment for the benefit of creditors, or the filing of a petition by or against the Counterparty under the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., or, if the Counterparty is a natural person and a Consumer, any comparable relief under applicable state or federal law.

Article 6: DELIVERY TIME

Delivery times and deadlines are indicative only and are not a firm deadline, unless expressly agreed otherwise. In the event of late delivery, Hemsson Inc. must first receive written notice of the delay and be given a reasonable period, in consultation with Hemsson Inc., to remedy the situation, before the Counterparty may claim any remedy other than as provided in this Article or under applicable law.

The delivery time specified by Hemsson Inc. begins once agreement has been reached on all technical details, all necessary information is in Hemsson Inc.'s possession, and all conditions necessary for performance of the Agreement have been satisfied.

When determining the delivery time, Hemsson Inc. assumes it can carry out the order under the circumstances that existed when the Agreement was concluded.

If circumstances differ from those known to Hemsson Inc. when the Agreement was concluded, Hemsson Inc. may extend the delivery time by the time reasonably necessary to perform the Agreement under the changed circumstances.

If Hemsson Inc. suspends its obligations due to a breach by the Counterparty, the delivery time is extended by the duration of the suspension.

Hemsson Inc. will only be in default with respect to a Product after the Counterparty has given Hemsson Inc. written notice of default granting at least one (1) month to deliver, and Hemsson Inc. fails to deliver within that period.

Notwithstanding the foregoing, Hemsson Inc. will comply with the FTC's Mail, Internet, or Telephone Order Merchandise Rule (16 C.F.R. Part 435). If Hemsson Inc. is unable to ship a Product within the time stated when the order was placed, or, if no time was stated, within thirty (30) days of receiving a properly completed order, Hemsson Inc. will notify the Counterparty and offer the Counterparty the choice to consent to the delay or to cancel the order for a full and prompt refund of any amount paid for the unshipped Product. Nothing in this Article limits any remedy available to the Counterparty under applicable federal or state law.

Article 7: DELIVERY, TRANSPORT, AND RISK

Delivery within the United States will be made to the address specified by the Counterparty in accordance with Hemsson Inc.'s shipping and fulfillment policy then in effect, including as to any minimum order value for free or discounted shipping, unless otherwise agreed in writing.

The Counterparty is responsible for the accuracy of any delivery address it provides, including addresses of third parties such as end customers. Any additional costs resulting from an inaccurate address will be borne by the Counterparty.

If a Product is delivered in installments, each delivery is considered a separate transaction.

Hemsson Inc. has fulfilled its delivery obligation by making the Products available to the Counterparty, or a third party designated by the Counterparty, at the agreed time at Hemsson Inc.'s warehouse or that of a third party engaged by Hemsson Inc. A delivery document or carrier record signed by or on behalf of the Counterparty or a third party constitutes evidence of delivery of the Products listed on it.

The Counterparty must cooperate in accepting the Products. If the Counterparty refuses to accept the Products offered for delivery, or delivery proves impossible, Hemsson Inc. will, after giving notice to the Counterparty, store the Products for fifteen (15) business days at a location of its choosing. After that period, Hemsson Inc. is no longer obligated to hold the Products for the Counterparty and may sell or otherwise dispose of them. The Counterparty remains obligated to accept and pay the agreed price for the Products upon Hemsson Inc.'s request, and to reimburse Hemsson Inc. for damages, including storage and transport costs, resulting from the Counterparty's earlier refusal.

Delivery is made once to the address specified by the Counterparty, even if the Counterparty intends to distribute the Product to multiple addresses. The Counterparty is responsible for ensuring reasonable accessibility of the delivery location and for unloading. Unloading takes place at the Counterparty's expense and risk, assisted, if applicable, by Hemsson Inc.'s driver. Additional costs resulting from the Counterparty's non-compliance with this paragraph are borne by the Counterparty.

Hemsson Inc. may require advance payment or security for the Counterparty's financial obligations before delivering a Product.

Unless otherwise agreed in writing, import duties, customs clearance costs, taxes, and other governmental charges associated with the transport and delivery of Products are borne by the Counterparty.

If delivery cannot proceed normally or without interruption for reasons outside Hemsson Inc.'s control, Hemsson Inc. may charge the Counterparty the resulting additional costs.

Expenses incurred by Hemsson Inc. at the Counterparty's request are borne by the Counterparty, unless otherwise agreed in writing.

Hemsson Inc. may engage third parties to perform the Agreement.

The risk of loss or damage to a Product passes to the Counterparty when the Product is placed in the actual possession of the Counterparty or of an agent used by the Counterparty, including a carrier, unless the Agreement expressly provides otherwise. If the Counterparty is a Consumer, and consistent with 13 Pa. C.S. § 2509, risk of loss passes to the Consumer only upon the Consumer's actual receipt of the Product, unless the Consumer has directed shipment by a carrier that Hemsson Inc. did not offer or recommend, in which case risk passes when Hemsson Inc. delivers the Product to that carrier. Products are transported by or on behalf of Hemsson Inc. uninsured, unless the Counterparty timely requests that Hemsson Inc. insure the Products during transport at the Counterparty's expense.

Hemsson Inc. may use packaging for the transport of Products. These costs will be charged to the Counterparty. The Counterparty is entitled to a refund of this amount, provided the packaging is returned in good condition, as reasonably determined by Hemsson Inc. If Hemsson Inc. rejects the returned packaging, it will notify the Counterparty within thirty (30) days of the return. If the Counterparty does not object within one week of that notice, Hemsson Inc. may dispose of the packaging.

The Counterparty may instead exchange returnable packaging for packaging on a new order, in which case Hemsson Inc. will not charge packaging costs on that order. The same rules on rejection described above apply to exchanges.

Article 8: PAYMENT

Unless otherwise agreed, payment of Hemsson Inc.'s invoice is due within thirty (30) days of the invoice date.

The Counterparty may not suspend its obligations under the Agreement. This paragraph does not apply if the Counterparty is a Consumer.

If an invoice is not paid in full after the period referred to above, then:

•          Hemsson Inc. may charge the Counterparty a late-payment administrative fee of two percent (2%) of the overdue amount, without further notice of default being required, to the extent enforceable under applicable law; and

•          Hemsson Inc. may charge interest on the overdue amount at the legal rate of interest under 41 P.S. § 202 (currently six percent (6%) per annum), plus two percent (2%) per annum, or such other rate as the Parties may lawfully agree, without further notice of default being required. Partial months are treated as full months; and

•          all other outstanding invoices become immediately due and payable.

If the Counterparty is a Consumer, Hemsson Inc. may charge interest only at the legal rate under 41 P.S. § 202, and the late-payment administrative fee referred to above does not apply.

In addition to the rights above, Hemsson Inc. may recover from the Counterparty all reasonable extrajudicial collection costs and attorney's fees actually incurred as a result of late or non-payment, in compliance with the federal Fair Debt Collection Practices Act, 15 U.S.C. § 1692 et seq., and, for Consumers residing in Pennsylvania, the Pennsylvania Fair Credit Extension Uniformity Act, 73 P.S. § 2270.1 et seq.

If the Counterparty is a Consumer, extrajudicial collection costs are due only after the payment term above has expired and Hemsson Inc. has given the Consumer written notice of default, allowing fourteen (14) days from delivery of that notice to pay the amount before such costs are added.

If the Counterparty fails to meet its payment obligations on time, Hemsson Inc. may suspend delivery of the Product until full payment is made or security acceptable to Hemsson Inc. is provided. Hemsson Inc. may also require such security if it reasonably doubts the Counterparty's creditworthiness.

Payments made by the Counterparty are applied first to any interest and extrajudicial costs owed, and only then to the oldest outstanding invoices, even if the Counterparty designates a different invoice.

Article 9: SECURITY INTEREST IN PRODUCTS DELIVERED

Products delivered by Hemsson Inc. remain the property of Hemsson Inc., and Hemsson Inc. retains a purchase money security interest in the Products and their proceeds under Article 9 of the Uniform Commercial Code as adopted in Pennsylvania, 13 Pa. C.S. § 9101 et seq., until the Counterparty has paid Hemsson Inc. in full for all amounts owed under the relevant Agreement. The Counterparty grants Hemsson Inc. this security interest and agrees to sign, and authorizes Hemsson Inc. to file, any UCC-1 financing statement or other document reasonably necessary for Hemsson Inc. to perfect it.

A Product subject to this security interest may be resold only in the ordinary course of the Counterparty's business. In other cases, the Counterparty may not sell, pledge, or grant any other security interest in the Product without Hemsson Inc.'s prior written consent for as long as any amount remains unpaid.

If the Counterparty fails to pay the full purchase price and any additional costs, Hemsson Inc. may require the Counterparty to further secure that obligation by any lawful means, and the Counterparty must cooperate in doing so, including where the Product has been processed, combined, or commingled such that Hemsson Inc.'s security interest in the original Product would otherwise be lost or its priority impaired.

If the Counterparty fails to perform its obligations, or there is reasonable ground to fear it will not do so, Hemsson Inc. may repossess the Product, to the extent permitted by applicable law, from the Counterparty or from a third party holding it for the Counterparty's account. The Counterparty must fully cooperate, on pain of a penalty of ten percent (10%) of the total value of the Agreement for each day it remains in default, without prejudice to Hemsson Inc.'s right to claim additional damages.

The Counterparty agrees, upon Hemsson Inc.'s request, to:

•          insure and keep insured the Product subject to this security interest against fire, explosion, water damage, and theft, and make the insurance policy available for inspection;

•          assign to Hemsson Inc. all claims the Counterparty has against insurers relating to the Product, to the extent permitted by law;

•          assign to Hemsson Inc. any claims the Counterparty obtains against its own customers upon resale of a Product still subject to this security interest, to the extent permitted by law; and

•          cooperate in any other reasonable measures Hemsson Inc. wishes to take to protect its security interest, provided these do not unreasonably hinder the Counterparty's normal business operations.

If Products are delivered to a location outside the United States, Hemsson Inc.'s security interest under this Article will, to the extent permitted, be supplemented by a comparable security interest under the law of that jurisdiction, without affecting the choice of law for the Agreement under Article 20.

Article 10: INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights, including but not limited to copyrights, design rights, patents, and trademark rights (“Intellectual Property Rights”) in all data (such as reports, documents, drawings, images, materials, technical descriptions, and designs) and Products supplied or otherwise made available by Hemsson Inc. to the Counterparty, belong exclusively to Hemsson Inc. or its licensors.

Only after payment of all amounts owed to Hemsson Inc. under the relevant Agreement does the Counterparty obtain a license to use the foregoing.

If Intellectual Property Rights arise during performance of the Agreement, they belong exclusively to Hemsson Inc. The Counterparty will, at Hemsson Inc.'s request, take all actions necessary to transfer such Intellectual Property Rights to Hemsson Inc. and to register and enforce them for Hemsson Inc.'s benefit, and irrevocably authorizes Hemsson Inc. to sign any related document, including an assignment, on the Counterparty's behalf, without limiting the Counterparty's obligation to cooperate on request.

The Counterparty will not alter any data or Products bearing Hemsson Inc.'s or its licensors' Intellectual Property Rights, including trade names or trademarks.

The Counterparty will not use or disclose data or Products supplied by Hemsson Inc., including the Intellectual Property Rights in them, without Hemsson Inc.'s prior written consent.

If a third party asserts a claim relating to a Product or Hemsson Inc.'s Intellectual Property Rights, whether against the Counterparty or Hemsson Inc. directly, only Hemsson Inc. may decide whether and how to respond.

The Counterparty will indemnify Hemsson Inc. against third-party claims relating to data the Counterparty provided to Hemsson Inc. for performance of the Agreement.

Article 11: INSPECTION, NOTICE OF DEFECTS, AND LIMITATION PERIOD

The Counterparty must inspect the Products upon delivery, and in any event no later than three (3) business days after delivery, for visible defects or damage, and notify Hemsson Inc. in writing of any such defect within that period. After that period, such defects can no longer be claimed.

Hidden defects must be reported in writing within ten (10) days of discovery, and no later than twelve (12) months after delivery. After that period, such defects can no longer be claimed.

Complaints about invoices must likewise be submitted to Hemsson Inc. in writing within thirty (30) days. After that period, the Counterparty is deemed to have approved the invoice.

A complaint does not suspend the Counterparty's payment obligations.

Timely and justified complaints will be resolved in accordance with the following Article.

If the Counterparty is a Consumer, the reasonable-time standard under Section 2-607 of the Uniform Commercial Code as adopted in Pennsylvania, 13 Pa. C.S. § 2607, applies instead of the specific deadlines above: notice given within a reasonable time after the Consumer discovers or should have discovered the defect is timely. The twelve (12) month limitation for hidden defects does not shorten any warranty period under Article 12 or any statute of limitations under applicable law.

Article 12: WARRANTIES AND EXCEPTIONS

Within the limits of this Article, Hemsson Inc. will repair or replace, free of charge, defects that were already present at the time of delivery but only become apparent within three (3) months after delivery. This period may be longer for specific product categories but is never less than three (3) months. If a Product carries a manufacturer's warranty, only the importer or manufacturer is obligated to repair or replace it, and Hemsson Inc. will forward the Product to them. Hemsson Inc. will represent the Counterparty's interests to the best of its ability but is not responsible for the time the importer or manufacturer takes to complete repair or replacement.

This obligation extends only to defects that were not reasonably detectable at delivery and that appear under normal operating conditions and proper use. It does not extend to defects resulting from inadequate maintenance, unauthorized modifications, repairs performed by the Counterparty, normal wear and tear, or defects for which the Counterparty is responsible.

A Product made from a naturally occurring material may show minor variation or imperfection; this does not constitute a defect.

External imperfections resulting from the nature of the materials used (for example, shrinkage cracks) are not grounds for a claim, unless caused by inferior materials or improper use of materials by Hemsson Inc.

Stated specifications bind Hemsson Inc. only if expressly confirmed in writing, subject to a reasonable tolerance of approximately 10%.

Minor variations in size, color, surface, or texture, and other minor imperfections, are not grounds for liability or rejection.

THIS IS A LIMITED WARRANTY. To the extent permitted by applicable law, any implied warranties, including the implied warranty of merchantability and the implied warranty of fitness for a particular purpose, are limited in duration to the duration of this limited warranty as stated above. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to the Counterparty. This warranty gives the Counterparty specific legal rights, and the Counterparty may also have other rights that vary from state to state.

Article 13: LIABILITY

Hemsson Inc.'s liability for a breach of the Agreement is in all cases limited to remedying the identified defect, or properly delivering or performing the agreed work, up to a maximum equal to the invoice amount charged to the Counterparty for the Product or service in question.

Except as provided in the previous paragraph, Hemsson Inc. is not liable for indirect or consequential damages, including lost income or profit, lost savings, or damages from business interruption.

The limitations of liability above do not apply if the damage results from intentional misconduct or willful or wanton recklessness of Hemsson Inc., its officers, or its senior managers.

The Counterparty must notify Hemsson Inc. in writing as soon as possible, and no later than four (4) weeks after damage or a defect occurs. Damage or a defect not reported within that period is not eligible for compensation or repair, unless the Counterparty shows it could not reasonably have notified Hemsson Inc. sooner. If the Counterparty is a Consumer, this period is one (1) year.

Only if a court finally determines that Hemsson Inc. is liable for damage despite the first two paragraphs of this Article, liability is limited to direct damages up to the value of the Agreement, and in no event more than the amount actually paid by Hemsson Inc.'s insurer, or, absent an insurance payout, $50,000. Direct damages under this Article means only:

•          the reasonable costs the Counterparty incurred to bring Hemsson Inc.'s performance into conformity with the Agreement;

•          reasonable costs incurred to determine the cause and extent of direct damage; and

•          reasonable costs incurred to prevent or limit direct damage, to the extent the Counterparty shows these costs were effective.

The Counterparty will indemnify Hemsson Inc. against third-party claims for damages arising from or related to performance of the Agreement. If the Counterparty is a Consumer, this paragraph applies only to the extent permitted by applicable law.

Hemsson Inc. is not liable for the consequences of advice, technical data, or instructions it provides.

The exclusions and limitations in this Article do not apply if the Counterparty is a Consumer.

Article 14: FORCE MAJEURE

If Hemsson Inc., or a third party or supplier Hemsson Inc. engages to perform the Agreement, is unable to perform due to circumstances beyond its reasonable control, Hemsson Inc. may suspend its obligations for a reasonable period, or terminate the Agreement, without liability for damages. If this occurs after the Agreement has been partially performed, the Counterparty remains obligated to pay for the part already performed in accordance with Article 8.

Circumstances beyond Hemsson Inc.'s reasonable control include, without limitation: war, riot, mobilization, civil unrest, governmental action, strikes or lockouts or the threat of these; equipment failure; disruption of currency exchange rates existing when the Agreement was concluded; business disruption due to fire, accident, or similar event; infectious disease, epidemic, or pandemic and its consequences; and natural disaster, regardless of whether the failure or delay occurs at Hemsson Inc., its suppliers, or third parties it has engaged.

Article 15: TERMINATION

The Counterparty waives any right to unilaterally terminate the Agreement except as expressly provided in this Article or under applicable law. The limitations on the Counterparty's termination rights in this Article do not apply if the Counterparty is a Consumer.

Termination by the Counterparty is possible only with Hemsson Inc.'s consent. In that case, the Counterparty must pay Hemsson Inc. at least one-third of the value of the Agreement and accept delivery of Products already ordered, whether or not processed, at cost price. The Counterparty is liable to third parties for the consequences of the termination and will indemnify Hemsson Inc. accordingly.

Hemsson Inc. may terminate the Agreement with immediate effect by written notice, without further notice of default, or discontinue further deliveries, without liability for damages and without prejudice to any other rights, if the Counterparty, despite proper notice of default, fails to fulfill an obligation under the Agreement.

Without limiting the other provisions of these Terms and Conditions, the Agreement terminates automatically, without judicial action or notice of default, if the Counterparty is declared bankrupt, files for reorganization or similar relief, or otherwise loses the ability to manage its assets, unless the trustee or administrator affirms the Agreement as an obligation of the estate. If the Counterparty fails to promptly satisfy its obligations to Hemsson Inc., all amounts owed to Hemsson Inc. become immediately due and payable.

Amounts already paid by the Counterparty are not refunded upon termination, except as required by applicable law or these Terms and Conditions. If the Counterparty is a Consumer, this paragraph does not apply: in that case, amounts paid are refunded to the extent required by applicable law, including the return and refund provisions in Article 22, and to the extent the termination results from Hemsson Inc.'s breach of the Agreement. Hemsson Inc. otherwise retains the right to claim damages for a breach of the Agreement, except to the extent applicable law does not permit such a claim against a Consumer.

Article 16: THIRD-PARTY PRODUCTS

If Hemsson Inc. supplies third-party Products to the Counterparty, and has notified the Counterparty of this in writing, that third party's terms and conditions apply to those Products in place of any conflicting provision of these Terms and Conditions. Hemsson Inc. will make those terms available. If the third party's terms are for any reason inapplicable between Hemsson Inc. and the Counterparty, only these Terms and Conditions apply.

Article 17: CONFIDENTIALITY

The Parties must keep confidential all information about each other obtained from each other or from other non-public sources in connection with the Agreement. Information is confidential if a Party has identified it as such or if this follows from its nature.

If a Party is required by law or court order to disclose confidential information to a third party designated by law or the court, and cannot invoke a legally recognized privilege, that Party is not liable for damages, and the other Party may not terminate the Agreement based on any resulting harm.

Article 18: MISCELLANEOUS

Hemsson Inc. will comply with applicable data protection laws and regulations when performing the Agreement. If personal data is processed for or jointly with the Counterparty in connection with the Agreement, the Parties will enter into any additional agreement required by applicable privacy law.

Hemsson Inc. and the Counterparty are independent parties, neither of which may represent or bind the other, provide guarantees on the other's behalf, or make commitments for the other.

The Counterparty may not transfer, assign, subcontract, encumber, or otherwise dispose of any rights or obligations under an Agreement with Hemsson Inc. without Hemsson Inc.'s prior written consent.

Hemsson Inc. may transfer the performance of its obligations or the exercise of its rights under the Agreement to one or more third parties. By accepting these Terms and Conditions, the Counterparty consents to such a transfer. Hemsson Inc. will notify the Counterparty in writing of any such transfer. If the Counterparty is a Consumer, the Consumer may terminate the Agreement within two (2) weeks of that notice.

If the Counterparty has or acquires any claim against Hemsson Inc., the Counterparty has no right to set that claim off against amounts owed to Hemsson Inc. This waiver also applies if the Counterparty becomes subject to bankruptcy or similar proceedings.

Hemsson Inc.'s failure to strictly enforce these Terms and Conditions in any instance does not waive its right to enforce them in other instances.

If the Counterparty resells Products to Consumers, the Counterparty will comply with applicable consumer protection law in the jurisdiction where those Consumers are located.

Article 19: MARKETPLACE RESTRICTION

Without Hemsson Inc.'s express prior written consent, the Counterparty, or a company in the same group or otherwise affiliated with the Counterparty, may not use online marketplaces to sell Hemsson Inc. products within the United States. An online marketplace is a third-party commercial website that connects sellers with buyers to enable direct purchases, such as Amazon, Walmart Marketplace, eBay, Wayfair, or similar marketplaces. The Counterparty may sell Hemsson Inc. products through its own online store, and may use advertising to direct potential customers to that store.

The Counterparty will impose a similar restriction on any of its resellers.

Hemsson Inc. may discontinue or suspend delivery of its products to the Counterparty if the Counterparty or its reseller uses online marketplaces to sell Hemsson Inc. products within the United States.

The Counterparty will promptly notify Hemsson Inc. if it learns that a party other than Hemsson Inc. is distributing Hemsson Inc. products through online marketplaces within the United States. If the Counterparty learns that its reseller is doing so without Hemsson Inc.'s prior written consent, the Counterparty will (i) cease or suspend supply to that reseller, and (ii) comply with Hemsson Inc.'s reasonable requests to enforce compliance by the reseller.

Article 20: GOVERNING LAW AND JURISDICTION

These Terms and Conditions and every Agreement between Hemsson Inc. and the Counterparty are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

All disputes between Hemsson Inc. and the Counterparty will be submitted to the state or federal courts located in Montgomery County, Pennsylvania, and each Party consents to the personal jurisdiction of those courts. If the Counterparty is a Consumer, this paragraph does not limit any right the Consumer has under applicable law to bring or defend an action in another jurisdiction.

Article 21: AMENDMENT OF TERMS AND TERMINATION OF LONG-TERM AGREEMENTS

Hemsson Inc. may unilaterally amend these Terms and Conditions at any time, except if the Counterparty is a Consumer. Amendments take effect at the time Hemsson Inc. announces, and Hemsson Inc. will send the amended Terms and Conditions to the Counterparty in advance. If no effective date is stated, amendments take effect for the Counterparty once notified.

If the Parties have a long-term agreement, Hemsson Inc. may terminate it at any time, effective immediately and without notice. In that case the Counterparty is not entitled to any compensation. This does not limit any right the Counterparty has under applicable law if the Counterparty is a Consumer.

ADDITIONAL PROVISIONS FOR ORDERS PLACED BY A CONSUMER VIA DISTANCE PURCHASE

The following provisions apply only if an Agreement was concluded via a Distance Purchase between a Consumer and Hemsson Inc. If these provisions conflict with the provisions above, these provisions prevail. In all other respects, the provisions above remain fully applicable.

Article 22: RETURNS AND REFUNDS

As a customer service, and not as a legal entitlement under Pennsylvania or federal law, Hemsson Inc. allows Consumers to return most Products within fourteen (14) days of delivery, subject to the conditions in this Article.

The ordered Products should be inspected upon receipt for any errors, imperfections, or damage. To return a Product, the Consumer must notify Hemsson Inc. by email to info@dutchhomecompany.com within fourteen (14) days of delivery, using a clear statement of the decision to return the Product.

This return policy does not apply to personalized Products, meaning Products manufactured to specifications the Consumer provided, or to Products that have been combined or mixed with other items.

If the Consumer returns a Product in accordance with this Article, the Consumer may exchange it or receive a refund of the purchase price, including any shipping costs originally paid to Hemsson Inc., subject to the following paragraph. If the Consumer keeps part of an order, the Consumer receives a refund only for the returned Products, not the shipping costs.

Hemsson Inc. will issue the refund to the original payment method within fourteen (14) days of receiving the returned Product. Any additional shipping cost the Consumer chose over Hemsson Inc.'s standard delivery option will not be refunded.

The Consumer is responsible for the safe and timely return of the Product. If damage results from inadequate return packaging, or if the Consumer has damaged the Product, Hemsson Inc. may deduct the resulting loss from the refund.

Nothing in this Article limits the Consumer's rights under the implied warranty of merchantability or any other warranty described in Article 12, or under applicable state consumer protection law.

Article 23: COMPLAINTS PROCEDURE

Hemsson Inc. maintains a published complaints procedure and handles complaints in accordance with it, as described below.

Complaints about performance of the Agreement must be submitted fully and clearly to Hemsson Inc. by email (info@dutchhomecompany.com) within seven (7) days after the Consumer discovers the issue.

Complaints submitted to Hemsson Inc. will be answered within fourteen (14) days of receipt. If a complaint requires more time to resolve, Hemsson Inc. will respond within fourteen (14) days with an acknowledgment and an indication of when a fuller response can be expected.

The Consumer will give Hemsson Inc. at least four (4) weeks to resolve the complaint by mutual agreement before pursuing other remedies.

If a complaint cannot be resolved by mutual agreement, the Consumer may pursue the dispute in the courts described in Article 20, and may also contact the Pennsylvania Office of Attorney General, Bureau of Consumer Protection, or file a complaint with the Federal Trade Commission at reportfraud.ftc.gov.

A complaint does not suspend the Consumer's obligations, unless Hemsson Inc. indicates otherwise in writing.

If Hemsson Inc. finds a complaint justified, it will, at its discretion, replace, repair, or refund the Products at no charge.