GENERAL TERMS AND CONDITIONS KALLISTOYS B.V.

Article 1 Definitions

1.1

In these General Terms and Conditions, the following terms shall have the meanings set out below:

Kallistoys: The private limited company Kallistoys B.V., registered at Cornelis de Wittlaan 530, (2582 CT) The Hague, Chamber of Commerce no. 81830661, hereinafter referred to as “Kallistoys”.

Website: www.kallistoys.com, the website and online platform of Kallistoys on which auctions are organised and on which Users may place bids on Lots.

Account: The personal environment created by a User upon registration on the Kallistoys Website, managed by the User themselves.

User: The natural or legal person who has created an Account on the Kallistoys Website, or who consults the Website as an unregistered visitor. This term also includes persons who physically participate in an auction at the auction venue.

User Information: Information on the Kallistoys Website that originates from Users or is made

accessible or public through messages, photographs, descriptions, bids and/or announcements, regardless of whether such information appears in the general section of the Website or in the personal environment of an Account.

Consignor: The natural or legal person who offers a Lot for auction to Kallistoys, on the basis of a separate consignment agreement.

Buyer: The User to whom a Lot is awarded after submitting the highest Bid.

Lot: The object or collection of objects (vintage toys) offered for auction by Kallistoys, including the associated description, images and Condition Classification in the Auction Catalogue.

Auction Catalogue: The overview of all Lots offered in a specific auction, available via the

Website and/or via the Lot-tissimo platform.

Bid: The bid placed by a User on a Lot during the auction, whether physically or online.

Hammer Price: The highest accepted Bid on a Lot at the time of Award.

Award: The definitive allocation of a Lot to the highest bidder by Kallistoys, upon which the Purchase Agreement is concluded.

Buyer’s Premium: The surcharge payable by the Buyer on top of the Hammer Price, as

remuneration to Kallistoys for its auction services. The amount of the Buyer’s Premium is stated on the Website and in the Auction Catalogue.

Reserve Price: The minimum Hammer Price set by Kallistoys or the Consignor below which a

Lot will not be awarded. The Reserve Price is not disclosed, unless expressly stated otherwise.

Viewing Day: The day or part of a day prior to the auction on which Lots may be physically inspected at the auction venue.

Condition Classification (C-classification): The condition designation used by Kallistoys for a

Lot: C1: New or as good as new

C2: In very good condition, minor signs of use

C3: In used condition, visible signs of use

C4: Defective or heavily damaged

Purchase Agreement: The agreement concluded between Kallistoys and the Buyer at the

time of Award.

Lot-tissimo: The external digital auction platform used by Kallistoys to facilitate online bidding.

Agreement: The agreement concluded between a User and Kallistoys upon use of the Website or participation in an auction, to which these General Terms and Conditions apply.

Article 2 Applicability and Amendments

2.1

These General Terms and Conditions apply to all offers, auctions, Awards and other legal relationships between Kallistoys and Users, as well as to access to and use of the Website.

2.2

Upon participation in an auction, whether physically at the auction venue or online via Lot-tissimo, these General Terms and Conditions are made available to the User. By placing a Bid, the User declares to have read and accepted these General Terms and Conditions. In the case of online participation, acceptance takes place by clicking the designated acceptance button, whereby the User may read and save the General Terms and Conditions in advance.

2.3

For professional buyers (retailers and traders), the right of withdrawal does not apply.

2.4

Kallistoys reserves the right to amend or supplement these General Terms and Conditions. The current version is available on the Website at all times and may be saved and printed. Amendments apply to agreements concluded after the amendment takes effect.

2.5

If any provision of these General Terms and Conditions is found to be wholly or partially void or invalid, the remaining provisions shall remain in full force and effect. The void or invalid provision shall be replaced by a provision that corresponds as closely as possible to the purpose and intent of the original provision.

2.6

In the event of any conflict between the Dutch version and any other language version of these General Terms and Conditions, the Dutch version shall prevail.

Article 3 The Role of Kallistoys

3.1

Kallistoys acts as an auction house. Kallistoys organizes auctions of Lots and is itself a party to the Purchase Agreement concluded upon Award to the Buyer. Kallistoys acts in its own name, or as agent or commission agent on behalf of the Consignor.

3.2

Kallistoys determines the auction conditions, the classification of Lots, the Condition Classification and the manner of auction. Kallistoys reserves the right to withdraw a Lot prior to Award, without this giving rise to any right to compensation on the part of the User.

3.3

Kallistoys uses the external platform Lot-tissimo to facilitate online bidding. The use of Lot-tissimo is also subject to the terms and conditions of Lot-tissimo. In the event of any conflict between these General Terms and Conditions and the terms and conditions of Lot-tissimo, these General Terms and Conditions shall prevail in the relationship between Kallistoys and the Buyer.

3.4

Kallistoys also makes use of additional services provided by external service providers, including payment services. The use of such services is subject to the terms and conditions of the relevant service provider.

3.5

Kallistoys has the right to take photographs and images of Lots and to use these for the Auction Catalogue, the Website, Lot-tissimo and other promotional purposes, including after the conclusion of the auction.

Article 4 The Account

4.1

To participate in online auctions via the Website, a User must create an Account in the manner indicated, including setting a username and password.

4.2

When creating an Account, the User shall provide only truthful and complete information. In the event of the provision of incorrect information, Kallistoys is entitled to delete the Account.

4.3

The User is solely responsible for all activities that take place via their own Account.

4.4

Kallistoys is entitled to delete or deactivate an Account in the event of detected misuse, fraud or breach of these General Terms and Conditions, without this giving rise to any refund of payments previously made.

4.5

You must be at least 18 years of age to create an Account. Use is free of charge, unless separate arrangements have been made regarding paid additional services (such as the price archive). You are responsible for providing correct and complete information. Your Account is non-transferable.

Kallistoys may request the User to provide additional information for identification purposes, including in cases of suspected misuse or fraud.

4.6

In the event of a breach of these General Terms and Conditions, registration by means of creating an Account is no longer permitted.

4.7

You must protect your login credentials against unauthorized access. If you suspect that a third party has gained access, you must change your password and notify Kallistoys.

4.8

Your Account contains personal data (name, address, telephone number) and information about your bidding history. This data may be accessed by auction houses in whose auctions you participate. Further information is set out in the privacy statement.

4.9

If an Account has not been used for an extended period of time, the Account may be deactivated without refund of payments previously made.

Article 5 Viewing Days

5.1

Prior to each auction, Kallistoys organizes one or more Viewing Days on which Lots may be physically inspected at the auction venue. The dates and times of the Viewing Days are stated in the Auction Catalogue and on the Website.

5.2

Participation in a Viewing Day is free of charge but takes place at the User’s own risk.

5.3

A Buyer who has made use of the opportunity to inspect a Lot on a Viewing Day, or who has failed to make use of this opportunity, may not, after Award, invoke defects that could have been identified upon careful inspection on the Viewing Day.

5.4

Kallistoys expressly advises Users to make use of the Viewing Day before placing a Bid. Online bidders who do not make use of the Viewing Day bid on the basis of the description and images in the Auction Catalogue and accept the risks associated therewith.

Article 6 The Bidding Process and Award

6.1

Bidding on Lots is possible during the auction, both physically at the auction venue and online via Lot-tissimo, during the auction period set by Kallistoys. These General Terms and Conditions apply to both physical and online bidders.

6.2

A Bid once placed is irrevocable and binding. By placing a Bid, the User commits to purchasing the relevant Lot at the Hammer Price plus the Buyer’s Premium and any other costs, if the Bid results in an Award.

6.3

The Purchase Agreement is concluded at the time of Award by Kallistoys to the highest bidder. Kallistoys reserves the right not to award a Lot, including where the highest Bid does not reach the Reserve Price. In that case, neither party shall owe anything to the other.

6.4

Following Award, the Buyer will receive a confirmation by email stating the Hammer Price, the Buyer’s Premium and the total purchase price.

6.5

It is not permitted to use the bidding system to circumvent the auction conditions or the fees of Kallistoys.

6.6

If you fail to pay following an Award, an auction house may post a negative review. This review is visible to other auction houses and may result in your being barred from participating in future auctions.

Article 7 Condition of Lots and Condition Classification

7.1

All Lots are offered in the condition in which they are found (“as is”). Kallistoys endeavours to describe and depict Lots as accurately and truthfully as possible in the Auction Catalogue. The Buyer should take into account that the actual condition of a Lot may differ from the description or image.

7.2

All Lots are sold as “untested”, unless expressly stated otherwise in the Auction Catalogue. Kallistoys does not guarantee the functioning or completeness of Lots.

7.3

Kallistoys applies the following Condition Classification:

• C1: New or as good as new

• C2: In very good condition, minor signs of use

• C3: In used condition, visible signs of use

• C4: Defective or heavily damaged

7.4

The Condition Classification is stated per Lot in the Auction Catalogue and is indicative in nature. The Buyer is deemed to have taken note of the classification prior to placing a Bid.

Article 8 Retention of Title

8.1

Title to an awarded Lot shall only pass to the Buyer upon full payment of the purchase price, consisting of the Hammer Price, the Buyer’s Premium and any shipping costs.

8.2

Until the full purchase price has been paid, the Lot shall remain the property of Kallistoys. The Buyer is not entitled to transfer, encumber or otherwise dispose of the Lot until the full purchase price has been paid.

8.3

The risk of loss or damage to the Lot passes to the Buyer at the time of handover to the carrier, or at the time of collection at the auction venue.

Article 9 – Returns and Complaints

9.1

Lots with a Condition Classification of C3 or C4 are sold in the condition as described and depicted in the Auction Catalogue. Returns of Lots with classification C3 or C4 are excluded, unless there is a material deviation from the condition stated in the Auction Catalogue that could not reasonably have been established upon careful inspection on the Viewing Day.

9.2

For Lots with classification C1 or C2, the Buyer may return the Lot if it materially deviates from the description in the Auction Catalogue or if the wrong Lot has been delivered. The Buyer must report this to Kallistoys within 36 hours of receipt via info@kallistoys.com, stating the order number.

9.3

Kallistoys will assess the complaint and decide whether the return is accepted. If the return is accepted, Kallistoys will arrange for reimbursement of the purchase price. In that case, the shipping costs for the return shall be borne by Kallistoys.

9.4

The right of withdrawal as referred to in consumer legislation does not apply to purchases made via a public auction.

Article 10 Prices, Buyer’s Premium and Payment

10.1

The purchase price payable by the Buyer consists of the Hammer Price plus the Buyer’s Premium. The amount of the Buyer’s Premium is stated on the Website and in the Auction Catalogue.

10.2

All stated prices are exclusive of shipping costs, unless expressly stated otherwise.

10.3

The Buyer must pay the total purchase price (Hammer Price + Buyer’s Premium + any shipping costs) within the payment period stated on the Website or in the Award confirmation.

10.4

In the event of late payment, the Buyer shall be in default by operation of law and Kallistoys shall be entitled to cancel the Award, re-auction the Lot and recover from the Buyer any damages suffered by Kallistoys.

10.5

Kallistoys is entitled to adjust rates and Buyer’s Premium percentages. If during the term of an Agreement a price increase occurs that exceeds the CBS consumer price index, the User shall have the right to terminate the Agreement in accordance with Article 14.1.

10.6

The remuneration owed by Kallistoys to the Consignor following the sale of a Lot, as well as any consignment fee and the consequences of an unsold Lot, are set out in the separate consignment agreement between Kallistoys and the Consignor.

Article 11 Consignors

11.1

A Consignor offers Lots for auction on the basis of a separate consignment agreement with Kallistoys. The consignment agreement governs, among other things, the consignment fee, the Reserve Price, payment following sale and the consequences of an unsold Lot.

11.2

Kallistoys accepts Lots for auction at its own discretion. Kallistoys is entitled to refuse an offered Lot without stating reasons.

11.3

During the period in which a Lot is held by Kallistoys in connection with the auction, Kallistoys shall take reasonable care of the Lot. Kallistoys shall not be liable for damage to consigned Lots, unless such damage is the result of intent or gross negligence on the part of Kallistoys.

11.4

If a Lot remains unsold, Kallistoys may charge a fee for cataloguing, storage or other costs incurred, as set out in the consignment agreement.

11.5

By supplying materials (such as photographs or descriptions) to Kallistoys, the Consignor grants Kallistoys a royalty-free, worldwide, non-exclusive licence to use such materials for the auction and the promotion thereof. The Consignor retains the intellectual property rights in the supplied materials.

Article 12 Delivery and Shipping

12.1

Following full payment of the purchase price, the Buyer may collect the Lot at the auction venue or request that the Lot be shipped.

12.2

Kallistoys applies a shipping period of a maximum of three (3) weeks following receipt of full payment. Kallistoys endeavours to ship Lots as soon as possible.

12.3

Shipping is at the Buyer’s expense. Shipping costs are stated in advance on the Website or in the Award confirmation. Upon shipment, Kallistoys will provide a track & trace code.

12.4

Lots that have not been collected within four (4) weeks of Award or for which no shipping instruction has been given may be stored by Kallistoys at the Buyer’s expense. Storage costs are charged at the rate stated on the Website. After eight (8) weeks, Kallistoys is entitled to re-auction the Lot, without prejudice to the right to recover all costs incurred.

Article 13 Rules of Use

13.1

The User must at all times use the Website and the bidding system in a proper manner. It is not permitted to use the Website or the bidding system:

• in a manner that infringes the rights of Kallistoys or third parties;

• in violation of applicable laws or regulations;

• in violation of any provision of these General Terms and Conditions;

• to circumvent the auction conditions or the fees of Kallistoys.

13.2

The User shall indemnify Kallistoys against all damages and costs arising from claims by third parties as a result of a breach of the preceding paragraph.

Article 14 Termination and Other Measures

14.1

The Agreement is concluded for an indefinite period. The User may terminate the Agreement by indicating this via the Account. Existing payment and delivery obligations shall continue until they have been fulfilled.

14.2

Kallistoys may terminate the Agreement with the User with immediate effect, without notice of default being required, if the User acts in breach of these General Terms and Conditions or if Kallistoys is required by law to terminate or restrict its services.

14.3

Where a User breaches these General Terms and Conditions, Kallistoys shall have the right, at its sole discretion, to:

• suspend payment or reimbursement to the User;

• set off a financial claim of Kallistoys against a claim of the User;

• temporarily or permanently restrict access to the Account;

• cancel outstanding transactions and dissolve the Purchase Agreement on behalf of the User.

14.4

In addition to the preceding paragraph, Kallistoys may take the aforementioned measures if Kallistoys is in good faith of the opinion that this is necessary to protect the Website, other Users or to prevent fraud or other illegal activities.

Article 15 – Privacy

15.1

Kallistoys attaches great importance to the protection of Users’ personal data. The manner in which Kallistoys processes and secures personal data is described in the Privacy Statement, which is available on the Website.

15.2

When using the Website, data may be shared with other Users or with third parties to the extent necessary for the performance of the Agreement. The User agrees that such data will be processed in accordance with the Privacy Statement and applicable laws and regulations.

Article 16 Intellectual Property Rights

16.1

All intellectual property rights relating to the Website, the Auction Catalogue, texts, images, designs, photographs, software and other materials are vested in Kallistoys.

16.2

Kallistoys grants the User a limited, personal, revocable, non-exclusive and non-transferable licence to use the Website for the purpose for which it is intended.

16.3

The User is not permitted to perform any acts that may infringe the intellectual property rights of Kallistoys, including but not limited to registering domain names, trademarks or search terms that resemble or are identical to any sign in which Kallistoys may claim rights.

16.4

The User shall indemnify Kallistoys against all damages arising if Kallistoys is held liable by a third party for infringement of an intellectual property right as a result of an act of the User.

Article 17 Warranties and Liability

17.1

The services of Kallistoys are provided “as is”. Kallistoys does not warrant that the Website will be available at all times, free from errors or free from viruses.

17.2

To the extent permitted by mandatory law, Kallistoys accepts no liability for damages resulting from:

• the use of the Website or the auction services;

• technical failures or errors on the Website or the Lot-tissimo platform;

• inaccuracies in the Auction Catalogue that are not attributable to gross negligence on the part of Kallistoys;

• the use of services provided by external service providers.

17.3

If Kallistoys is nonetheless held liable, its liability shall be limited to compensation for direct damages. Direct damages shall include only material damage to goods and reasonable costs for the establishment and limitation of damages.

17.4

The liability of Kallistoys shall in all cases be limited to the higher of the following amounts:

• the total fees paid by the relevant User to Kallistoys in the three (3) months preceding the event giving rise to the damage; or

• €150 (one hundred and fifty euros).

17.5

This limitation of liability does not apply to damages resulting from intent or gross negligence on the part of Kallistoys.

17.6

Liability requires that the User has given Kallistoys written notice of default with as detailed a description as possible of the shortcoming, and has granted Kallistoys a reasonable period to remedy the shortcoming.

17.7

Damages must be reported as soon as possible after discovery, but no later than 24 hours after establishment. Failure to comply with this deadline shall result in forfeiture of the right to compensation.

Article 18 Unlawful Transactions

18.1

Kallistoys complies with applicable guidelines for combating bribery, corruption, money laundering and terrorist financing.

18.2

If Kallistoys is of the opinion that a transaction is suspicious or that User Information is unlawful, Kallistoys will report this to the competent authorities.

18.3

A User may also report to Kallistoys if there is doubt as to the legitimacy of a transaction.

18.4

If Kallistoys blocks or refuses a transaction on the basis of the preceding paragraph, Kallistoys shall not be liable for any damages arising therefrom.

Article 19 Disputes

19.1

In the event of a dispute, the parties shall first endeavour to resolve the dispute by mutual agreement. Complaints must be submitted to Kallistoys as soon as possible, but no later than 14 days after the dispute arises, via info@kallistoys.com.

19.2

If the parties are unable to resolve the dispute by mutual agreement, the dispute shall be submitted to the competent court.

Article 20 Governing Law and Jurisdiction

20.1

Dutch law applies to the Agreement and these General Terms and Conditions.

20.2

Disputes shall be submitted to the competent court in The Hague, unless mandatory law provides that another court has jurisdiction.

20.3

Users who conduct transactions with users abroad must take into account the international rules on import and export. The User is solely responsible for compliance with applicable laws and regulations.

20.4

Additions or amendments to these General Terms and Conditions may only be made in writing.

Article 21 Contact

21.1

For questions about Kallistoys or these General Terms and Conditions, please contact us via info@kallistoys.com or via the telephone number stated on the Website: www.kallistoys.com.