B2B Terms and Conditions

General Sales Conditions

Last updated in November 2022

We are Loop BV, a private limited company, incorporated, organized and existing under the laws of Belgium, having its registered office at Posthofbrug 6/8 Bus 5/148 2600 Berchem, Belgium registered with the Crossroads Bank for Enterprises under enterprise number 0665977551. These general sales conditions (“General Sales Conditions”) apply to all sales agreements entered into between Loop BV and/or Loop Inc., having its registered address at 530 7th Avenue, Suite 902, New York, 10018 New York (hereafter “Loop”), and its Customers.

The applicability of the (purchasing) terms and conditions of the Customer is explicitly rejected by Loop.

1. Definitions

In this document the following words shall have the following meanings:

- “Agreement” means any agreement entered into in writing and signed between Loop and a Customer, including these General Sales Conditions, or any Orders, and amendments thereto;

- “Customer” means all legal persons with whom Loop enters into an Agreement or with whom Loop negotiates the conclusion of an Agreement and to which Loop sells and/or delivers the Products;

- “Customized Products” means all the Products that are specifically fabricated, developed or tailor-made by Loop at the request of the Customer, who shall provide Loop precise instructions in advance;

- “Order” means any order placed by a Customer with Loop, in any form;

- “Order Confirmation” means a written confirmation by Loop of the Order;

- “Products” means the products to be supplied to the Customer by Loop subject to an Agreement; - “Website” means the website of Loop with the following URL: https://www.loopearplugs.com/.

2. General

These General Sales Conditions shall apply to all Orders for the sale of Products by Loop to the Customer to the exclusion of all other terms and conditions referred to, offered or relied on by the Customer whether in negotiation or at any stage in the dealings between Loop and the Customer, including any standard or printed terms tendered by the Customer, unless the Customer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by Loop in writing. Acceptance of the Order Confirmation or pro forma invoice of the Products shall be deemed conclusive evidence of the Customer's acceptance of these General Sales Conditions.

3. Product information

Any description given or applied to the Products is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Customer hereby affirms that it does not in any way rely on any description when entering into the Agreement. Loop has made every effort to display as accurately as possible the colors and images of its Products that appear on its Website. Loop cannot warrant that the Customer’s computer monitor's display of any color will be accurate. All descriptions of Products or Product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue the offering of any Product at any time. Any offer for any Product or service made is void where prohibited.

4. Offers and quotations

An offer or quotation by Loop is not binding for Loop and only serves as an invitation to the Customer to place an Order. An offer or quotation is valid for a maximum of 4 weeks, unless a different acceptance period is stated in the offer or quotation.

If the Customer does not accept an offer or quotation within the applicable deadline, the offer or quotation shall be void.

Offers and quotations do not apply to repeat orders unless Loop and Customer have expressly agreed in writing.

5. Acceptance

An Order is only binding when Loop has confirmed this Order in writing with an Order Confirmation, or, in the event of advance payment, with a pro forma invoice. Changes to an Order must be reported by the Customer within 24 hours of the receipt of the Order Confirmation or pro forma invoice. After these 24 hours no changes shall be accepted by Loop. The Customer will not have any right to cancel, so that cancellation of an Order will entitle Loop to 100% of the amount of the Order, except in the event of a delay in delivery for more than 30 days from the original estimated delivery date that can be attributed to Loop, in which case the Customer may cancel the Order and Loop will be entitled to 50% of the amount of the Order (whereby the remaining 50% is deemed an irreducible compensation for the delay in delivery).

Loop reserves the right, in the event that certain colors or models are not available or withdrawn from Loop's product range for any reason, to supply Products in a different color or model after agreement with the Customer. In case of no agreement, the Customer is entitled to terminate the contract and cancel the Order without any other compensation.

6. Price and payments

All prices quoted by Loop are in the currency specified in the Order Confirmation, are exclusive of VAT (and all purchase and indirect taxes of like kind in any territory) and exclude any other costs such as customs duties, administration fees, levies and travel, shipping or transport costs, unless expressly stated or agreed otherwise. Import and export duties and taxes and any other surcharges, levies or taxes imposed or levied on the Products and their transportation shall be borne by Customer. Changes in factors prior to delivery that effect Loop’s prices, including but not limited to third party rates, exchange rates, insurance rates, import and export duties and other charges that may apply to import or export, freight charges and other surcharges, levies or taxes, may be charged by Loop to the Customer.

Loop may require a deposit of up to 100% of the agreed Order amount when entering into the Agreement. Except in the event of an explicit written stipulation to the contrary, the invoices of Loop are payable upfront within 30 days of the invoice date at the latest and in any event before delivery of the Products. In the event of the non-payment of the invoice within 30 days, interest on arrears of 10% shall be due, automatically and without a prior default notice, and fixed compensation of 10% of the still outstanding invoice amount shall be due (with a minimum of EUR 50), without prejudice to the right of Loop to claim higher compensation, subject to proof of greater actual damage suffered.

The non-payment on the due date of one single invoice shall make the outstanding balance of all the other invoices, even those not yet due, automatically immediately payable. In addition, Loop shall be entitled, without a prior default notice, to entirely or partially suspend its obligations with respect to the Customer, if the Customer does not observe, for whatever reason, his payment obligations for the order concerned, as well as for any other order with respect to Loop.

7. Delivery and title of ownership

Shipment of the Products will take place on business days, not being a public holiday. The delivery time stated by Loop is purely indicative. Delays in delivery, unless they exceed 30 days from the original estimated delivery date, may not under any circumstances give rise to any compensation or cancellation of the Order.

By default, the invoice must be paid before shipment. Upon full payment, title and risk to the relevant Products shall pass to the Customer. In case Loop makes an express written exception and accepts payment on delivery, the risk transfers from Loop to the Customer from the moment Loop delivers the shipment to the carrier designated by Customer and any taxes and costs in connection with the shipment are borne exclusively by the Customer. When the risk has been transferred, Loop cannot be held liable for any damages to or loss of the Products.

Until title to the Products is transferred to the Customer, the Customer is expressly prohibited from alienating the Products, using the Products as a means of payment, pledging them or encumbering them with any other

security rights.

Loop is entitled, insofar as reasonably possible, to make split deliveries so that the Customer receives the Products as soon as possible. There are no additional costs associated with such split deliveries. However, in the event that you request that we deliver in parts, we may charge you for extra delivery costs.

Nothing in this Agreement shall be construed to transfer ownership or grant a license under any intellectual property right to the Customer.

8. Customer obligations

The Customer shall:

a) Cease using the Products in question upon discovery of an irregularity of defect. If this is not complied with, the right to claim such an irregularity or defect expires. The Customer will provide Loop with all necessary cooperation to investigate the complaint.

b) Not be entitled to return Products to Loop before Loop has approved such return in writing. After such approval, the Products shall remain at risk of the Customer until received by Loop.

c) At all times make available in a timely manner all information required by Loop in the performance of its activities and warranties.

d) Not have the right to remove or make invisible any trademarks or identification marks on the Products, documents accompanying and/or relating to the Products.

e) Not have the right to copy, modify, reverse engineer, decompile, disassemble, or otherwise tamper with the Products and/or its components.

f) Not resell, distribute, or otherwise sell the Products to third parties, with the exclusion of free of charge give-aways of the Products to Customer’s employees or Customer’s customers.

9. Inspection & Complaints

Upon delivery of the Products the Customer shall immediately take receipt of these Products and carefully examine whether the Products supplied correspond to what is stipulated in the Order Confirmation or pro forma invoice. Every complaint on account of visible defects must be submitted to Loop in writing via business@loopearplugs.com, at the latest within 5 days following the receipt of the Products, with reference to the Order number. If the Customer fails to notify Loop within the aforementioned period, his/her right to claim such an irregularity or defect will lapse. Complaints shall only be valid if the Products are not yet being used by the Customer. These complaints shall not suspend the payment obligations of the Customer. The notification of the Customer shall at least contain a clear and accurate description of the complaints with regard to the defects the Customer invokes, and preferably photographs of the defects. Loop shall not handle Customer complaints relating to a color deviation. Customer acknowledges that Loop’s Refund Policy (available on its Website) for consumers does not apply to the Agreement and cannot derive any rights from this policy.

10. Warranty – Product defects

Loop warrants any Product to be free from hidden defects in workmanship and materials for a period of 6 months from the date of delivery. Discovered defects in the Products must be immediately notified in writing, in accordance with article 9 hereof, by the Customer to Loop upon discovery, and no later than 6 months from the date of delivery. This notification shall not suspend the payment obligations of the Customer. Loop shall be entitled to choose to either repair or replace the Products with defects, or to refund to the Customer a part of the purchase price in proportion to the seriousness of the defect. Customer acknowledges that Loop’s Warranty Policy (available on its Website) for consumers does not apply to the Agreement and cannot derive any rights from this policy.

This warranty does not apply to:

a) consumable parts, such as protective coatings that are designed to diminish over time, unless failure has occurred due to a defect in materials or workmanship;

b) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports unless failure has occurred due to a defect in materials or workmanship;

c) to damage caused by use with a third party component or product that does not meet the Product’s specifications;

d) damage caused by accident, abuse, misuse, fire, earthquake or other external cause;

e) damage caused by operating the Product outside Loop’s published guidelines;

f) a Product that has been modified to alter functionality or capability without the written permission of Loop; or

g) damage caused by normal wear and tear or otherwise due to the normal aging of the Product.

11. Liability & indemnification

Unless stipulated otherwise and except in the event of intent, the contractual and extra-contractual liability for direct damages of Loop under the Agreement shall be limited at all times to the value of the Order concerned. Except in the event of fraud or willful misconduct, the liability of Loop is in all respects limited to physical injury and direct material damages. Loop is not liable to Customer, for any intangible, indirect or consequential damage including but not limited to loss of profit, loss of turnover, loss of income, production restrictions, administration or personnel costs, increase of general costs, loss of clientele or claims of third parties.

Customer shall defend and indemnify Loop against any infringement of article 8 of these General Sales Conditions.

12. Termination

If the Customer does not properly or timely fulfil his/her obligations arising from the Agreement, the Customer will be in default and Loop will be entitled, without prior notice:

a) Suspend the fulfillment of the Agreement until payment is properly secured; and/or

b) To fully or partially terminate the Agreement with the Customer;

c) All this without prejudice to other rights of Loop under any Agreement and without Loop being liable for damages.

In the event of bankruptcy, (provisional) suspension of payments, liquidation or seizure of one or more of the Customer’s assets, or if the Customer is aware that one of these situations may occur, the Customer must inform Loop thereof as soon as possible. In such situation, all claims of Loop on the Customer shall be immediately due and payable in full. In such situation, all Agreements with the Customer will be terminated immediately by means of a notification from Loop or Loop will inform the Customer about its wish to comply with (part of) the Agreement in question. In this case, Loop will be entitled without any notice of default:

a) To suspend the fulfillment of the Agreement(s) until payment has been properly secured; and/or

b) To suspend all possible payment obligations to the Customer;

c) All this without prejudice to other rights of Loop that are part of an Agreement and without Loop being held liable for damages.

13. Force Majeure

Loop shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, government measures, state of emergency breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and Loop shall be entitled to a reasonable extension of its obligations. If the delay persists for more than 3 months, it may, without liability on its part, terminate the Agreement. In a force majeure situation, Loop is not liable to pay any compensation or damages, even if Loop benefits from any advantage as a result of the force majeure situation.

14. Transfer of rights

Customer may not transfer any rights or obligations from the Agreement to third parties, unless Loop has given its prior written consent. Any attempt of the Customer of transferring rights and obligations which is in violation of this article, is void. Loop may assign any rights or obligations under the Agreement to third parties without notice to or consent of the Customer. The Agreement is binding for any permitted successor or beneficiary.

15. Amendment of General Sales Conditions

Loop may modify the present Agreement at any time upon prior notification to the Customer. In the absence of opposition within 15 calendar days, the Customer shall be deemed to have accepted the amendments in their entirety and irrevocably.

16. Severability

If any term or provision of these General Sales Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these General Sales Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

17. Applicable law and competent courts

The present General Sales Conditions and all other Agreements are governed by Belgian law. The applicability of the Vienna Sales Convention is excluded. All disputes arising from the Agreement or these General Sales Conditions will be submitted exclusively to the competent courts of Antwerp (Belgium).