General terms and conditions

These terms apply to everything we agree with each other: from the first quote to the final repayment. They are written to be readable. Where a provision conflicts with what your financing agreement says, that agreement prevails.

Article 1. Definitions

1.1 SOOF: SOOF Finance B.V., established in Katwijk, the Netherlands, and its affiliated companies that are party to an agreement with you.

1.2 You: the business that enters into an agreement with SOOF, or to which SOOF makes an offer.

1.3 Agreement: the financing agreement between you and SOOF, including all annexes, quotes and later amendments.

1.4 Financing: factoring, inventory finance, a business loan, or a combination of these.

1.5 Receivable: a claim you hold on a debtor arising from goods or services supplied.

1.6 Debtor: the party who has to settle a receivable owed to you.

1.7 Advance: the amount SOOF pays out in advance against a receivable or against the value of your stock.

1.8 Security: rights of pledge, mortgage rights, sureties, guarantees and all other rights granted as security for your obligations to SOOF.

1.9 Facility: the maximum headroom SOOF makes available to you at any given time.

Article 2. Applicability

2.1 These terms apply to every offer, quote and agreement between you and SOOF, and to everything arising from them.

2.2 Your own purchasing or other terms do not apply, even where SOOF has not expressly rejected their applicability.

2.3 Where the agreement departs from these terms, the agreement prevails. Where a special provision for a form of finance departs from a general provision, the special provision prevails.

2.4 If a provision is void or voidable, the remaining provisions continue to apply. SOOF and you will then consult on a replacement provision that comes as close as possible to the intention of the original.

Article 3. Offers and formation

3.1 All offers and quotes from SOOF are without obligation, unless they state a period for acceptance.

3.2 A quote is based on the information you have supplied. If that information proves incorrect or incomplete, SOOF is not bound by the quote.

3.3 The agreement is formed at the moment both parties have signed it in writing. You cannot derive any rights from an indication, an outcome of the Quickscan or a verbal undertaking.

3.4 SOOF may decline an application without stating reasons.

Article 4. Information you supply

4.1 You supply SOOF with all information needed to assess and carry out the financing. That includes annual accounts, interim figures, receivables lists, stock lists, overviews of existing finance and security, and details of your directors and ultimate beneficial owners.

4.2 You warrant that this information is correct and complete and that you supply it on time. Which reports you supply and how often is set out in your agreement.

4.3 You inform SOOF immediately of circumstances that affect the financing or the security. That includes a change of control over your business, a merger or acquisition, an application for suspension of payments or bankruptcy, an attachment, a substantial dispute with a debtor, or entering into new finance elsewhere.

4.4 If it later appears that the information was incorrect or incomplete, the consequences are for your account.

Article 5. Acceptance, identification and ongoing review

5.1 Before SOOF provides financing, SOOF establishes the identity of you, your directors and your ultimate beneficial owners, and carries out the checks required by law and regulation.

5.2 SOOF assesses your creditworthiness and that of your debtors, with the help of third parties where necessary, and repeats that assessment during the term.

5.3 SOOF may refuse a debtor, set a debtor limit and adjust that limit during the term. SOOF tells you when that has consequences for your facility.

5.4 If an assessment shows that the risk has materially increased, SOOF may reduce the facility, require additional security or set new conditions. SOOF gives written reasons for doing so.

Article 6. Security and pledging

6.1 You provide SOOF with the security agreed in the agreement, and you cooperate in creating, registering, supplementing and enforcing it.

6.2 Where SOOF takes over existing security from your bank or another financier, you cooperate in everything needed for that. That includes supplying information, signing deeds and cooperating in the coordination between SOOF and that party. Those costs are for your account, unless you have agreed otherwise with SOOF.

6.3 You do not pledge assets to a third party that are already pledged to SOOF, and you do not create any other limited rights over them, without SOOF's prior written consent.

6.4 If the value of the security falls to the point where it is no longer proportionate to the outstanding financing, you provide additional security on first request or repay the difference.

6.5 SOOF releases security as soon as you have settled everything you owe SOOF and no obligations remain outstanding.

Article 7. Special provisions for factoring

7.1 You submit receivables for financing in the manner and at the frequency set out in the agreement. SOOF decides which receivables are taken over or advanced against.

7.2 You warrant that every receivable submitted exists, will become due, is free of attachment and of third party rights, and is not subject to a prohibition on pledging or assignment. You also warrant that the underlying performance has actually been delivered.

7.3 SOOF advances a percentage of the invoice value. That percentage is set out in the agreement. You receive the remainder after the debtor has paid in full, less what you owe SOOF.

7.4 If a receivable is wholly or partly uncollectable because of a dispute, a credit note, a set-off or a counterclaim by the debtor, SOOF may reverse the advance and reassign the receivable to you.

7.5 Where SOOF carries out the receivables management, SOOF decides how and when reminders are sent and whether a collection process is started. You cooperate in that and supply the documents needed for it.

7.6 If a debtor pays you directly, you report that to SOOF at once and pass on the amount received without delay.

7.7 Where credit insurance is attached to the financing, you comply with the terms of that policy. If you do not and the cover lapses as a result, the consequences are for your account.

Article 8. Special provisions for inventory finance

8.1 The funding headroom is determined on the basis of the assessed value of your stock and the percentage set out in the agreement.

8.2 You supply the stock lists and reports at the frequency set out in the agreement, and you cooperate in checks and valuations by SOOF or by a party appointed by SOOF.

8.3 You keep the financed stock identifiable and insured against the usual risks, and you sell it only in the normal course of your business.

8.4 If the assessed stock value falls below the agreed level, the funding headroom is reduced accordingly and you repay the difference.

Article 9. Special provisions for a business loan

9.1 The principal, the interest, the term and the repayment schedule are set out in the agreement.

9.2 You use the loan for the purpose recorded in the agreement.

9.3 Early repayment is permitted, subject to what the agreement provides about it.

9.4 Where the agreement contains financial covenants on ratios or other conditions, you review them periodically and report an impending breach as soon as you see it coming.

Article 10. Fees, interest and costs

10.1 Which fees you pay is set out in the agreement. Before you sign, you receive an overview of all rates and additional costs, in percentages and in euros.

10.2 Third party costs that SOOF incurs on your behalf are for your account. That includes notary and registration costs, valuation costs, credit reference costs and the costs of a collection process.

10.3 SOOF may change rates where the agreement provides for it. SOOF announces a change in writing, observing the period set out in the agreement.

10.4 All amounts are exclusive of VAT, unless stated otherwise.

Article 11. Payment, set-off and records

11.1 You pay within the period set out in the agreement or on the invoice.

11.2 SOOF may set off everything you owe SOOF against everything SOOF owes you, whichever agreement it arises from.

11.3 You may not set off and may not suspend your payment obligation.

11.4 SOOF's records constitute conclusive evidence of what the parties owe each other, subject to evidence to the contrary.

Article 12. Term, notice and termination

12.1 The term and the notice period are set out in the agreement.

12.2 On termination of the agreement, everything you owe SOOF becomes immediately due and payable. Current receivables, advances and security are settled in the manner described in the agreement.

12.3 Obligations that by their nature are intended to continue, such as confidentiality and liability, remain in force after the agreement ends.

Article 13. Default and immediate enforceability

13.1 Everything you owe SOOF becomes immediately due and payable, without any notice of default being required, if:

• you fail to perform an obligation under the agreement
• you apply for a suspension of payments, are declared bankrupt or resolve to be wound up
• an attachment is levied on a substantial part of your assets
• control over your business changes without SOOF's prior consent
• it appears that you have supplied incorrect or incomplete information
• the security falls materially in value and you provide no additional security

13.2 In those cases SOOF may suspend or terminate the financing, enforce the security and charge you all associated costs.

Article 14. Liability

14.1 SOOF is liable only for direct loss resulting from an attributable failure by SOOF.

14.2 SOOF's liability is limited per event to the amount SOOF charged you in fees in the twelve months preceding the event causing the loss. A series of connected events counts as one event.

14.3 SOOF is not liable for indirect loss, including lost profit, missed savings, reputational harm and loss caused by business interruption.

14.4 The limitations in this article do not apply in the event of intent or wilful recklessness on SOOF's part.

14.5 You indemnify SOOF against third party claims connected with the receivables, stock or information you have supplied.

Article 15. Assignment

15.1 SOOF may assign rights and obligations under the agreement to a third party, and may assign or pledge claims against you. You cooperate in that in advance.

15.2 You may not assign your rights and obligations without SOOF's prior written consent.

Article 16. Confidentiality and personal data

16.1 The parties keep confidential information they receive from each other secret, unless disclosure is required by law or necessary to perform the agreement.

16.2 SOOF processes personal data as described in the privacy statement.

16.3 Where you supply personal data of debtors or other data subjects, you warrant that you are permitted to do so and that those data subjects have been informed about it.

Article 17. Complaints

17.1 If you have a complaint, we handle it under our complaints procedure.

17.2 A complaint does not suspend your payment obligation.

Article 18. Amendment of these terms

18.1 SOOF may amend these terms. An amendment is announced in writing and takes effect on the date stated in that announcement.

18.2 If an amendment is materially disadvantageous to you, you may terminate the agreement with effect from the date the amendment takes effect.

Article 19. Governing law and competent court

19.1 The agreement and these terms are governed by Dutch law.

19.2 Disputes are submitted to the competent court in the district of The Hague, unless mandatory law designates another court.