HIDNstock - General Terms for the Platform

1.1 These general terms (the "Terms") apply between HIDNstock AB, reg. no. 559566-3658, Vallda Backstig 13, 434 79 Vallda, Sweden ("HIDNstock"), and each company or organisation that registers as a member on hidnstock.com (a "Member"), for all purchases and sales via the platform.

1.2 The Terms become binding when the Member accepts them at registration. The person accepting confirms that they are authorised to bind the Member.

1.3 The platform is open only to businesses acting in the course of their business. Consumer protection legislation does not apply.

1.4 In addition to the Terms, the price list published on hidnstock.com from time to time (the "Price List") applies. The Terms prevail over the Price List, and special terms in a Listing prevail over the Terms provided they do not conflict with sections 4, 6, 8, 9, 11 and 12. HIDNstock's privacy policy on hidnstock.com describes how personal data is processed.

3.1 All Members are verified before they can buy or sell, so that everyone on the platform can trust that they are doing business with serious and traceable companies, even when the Seller is anonymous. Membership is currently open to companies and organisations registered in Sweden. HIDNstock checks, among other things, registration with the Swedish Companies Registration Office or the Swedish Tax Agency, that the Member is not in bankruptcy or liquidation, an F-tax certificate and, where required, VAT registration, that the representative is authorised and verifies their identity biometrically, that the Member, its owners and representatives do not appear on sanctions lists, and, for Sellers, the information required by the payment provider.

3.2 HIDNstock may refuse or postpone a membership if verification cannot be completed, on a sanctions list match, or if there is reasonable cause to believe that the Member will not comply with the Terms.

3.3 The Member is responsible for keeping account information accurate and login details secure. Everything done through the account is deemed done by the Member.

3.4 Membership levels and fees are set out in the Price List. Annual memberships are binding for twelve (12) months. Fees are paid in advance and are not refunded on early termination, unless otherwise stated in section 13.

3.5 The Seller must provide the information HIDNstock needs for reporting under law, for example the rules for platform operators (DAC7), and agrees that HIDNstock may provide it to the Swedish Tax Agency to the extent required by law.

4.1 HIDNstock sells the Lots in its own name on the Seller's behalf (commission) and is therefore the contracting party of both Buyer and Seller. Buyers and Sellers have no direct contract with each other, which allows the Seller to remain anonymous. The Swedish Commission Act (2009:865) applies except as otherwise provided in the Terms.

4.2 HIDNstock invoices the Buyer. For the Seller's sale, HIDNstock issues at payout a Self-billed Invoice, marked "Self-billing" and numbered in a separate consecutive series per Seller, showing the price, any VAT, the transaction fee with VAT and the amount paid out. The Seller accepts self-billing by accepting the Terms, may not issue its own invoice for the purchase, and is responsible for its VAT registration number on the platform being correct. An incorrect Self-billed Invoice must be raised within five (5) days, otherwise it is deemed accepted.

4.3 Claims and other questions about a purchase are handled through HIDNstock. Buyers and Sellers should not contact each other directly about the purchase.

4.4 HIDNstock states in the order notification to the Seller which company is the Buyer, reports each sale via the platform and does not sell below the Listing price without the Seller's consent.

4.5 HIDNstock may review, adjust or remove Listings that breach the Terms or the law or are considered misleading.

4.6 Payments are handled by HIDNstock's payment provider (currently Stripe), which is licensed to provide payment services. The Seller must have a connected account with the payment provider and accept its terms. When the Buyer has paid, the Seller's share, less the transaction fee, is transferred to the Seller's account with the payment provider and paid out to the Seller's bank in accordance with section 6.4. Until the payout, HIDNstock may only withhold or reverse amounts in order to refund the Buyer on cancellation, price reduction, card payment reversal (chargeback) or other refund under the Terms, or to set off approved claims against the Seller under sections 8.7 and 13.1. HIDNstock may not use the Seller's funds for any other purpose.

4.7 HIDNstock is not responsible for the Buyer's payment. The Seller bears that risk in accordance with section 6.4.

5.1 The Listing must describe the Lot correctly, including product type, quantity, size distribution, material, condition, deviations, price per unit, delivery time, whether freight is included or the Goods are to be collected, whether part purchases are allowed and if so the minimum purchase, and whether the Lot is tagged Anonymous. Images must show the actual Lot or be representative of it.

5.2 The Seller warrants that

1. the Seller owns the Goods, is entitled to sell them, and the Goods are free from pledges and other third-party claims;
2. the sale via the platform is not prevented by agreements with suppliers, licensors or brand owners;
3. the Goods are not counterfeit and the sale does not infringe anyone else's rights;
4. the Goods are located within the EU/EEA, have been cleared through customs and are in free circulation there, and if the Seller itself brought the Goods into the EU, the Seller is responsible for the obligations that follow from being the importer;
5. new Goods and deadstock are safe and may be sold under Swedish and EU law, including the rules on general product safety (GPSR) and chemicals (REACH), and second-hand goods have been sorted with professional care so that goods the Seller knows or should know are unsafe or not permitted have been sorted out;
6. the sorting and handling of the Lot, by the Seller and its subcontractors, has been carried out without child labour or forced labour, and, to the best of the Seller's knowledge or what it should know, the Goods have not been produced that way either;
7. new Goods are labelled with their fibre composition under Regulation (EU) No 1007/2011, and the Seller provides the product safety documentation under Regulation (EU) 2023/988 (GPSR) that it has; and
8. the Seller provides the information on origin and flow needed for traceability under section 10.

5.3 Surplus goods may come from several batches or manufacturers. Minor variations in fit, fabric weight and colour are therefore normal and do not constitute a defect, unless the Listing states otherwise.

5.4 The Seller warrants that the volume in the Listing is available. The Seller may sell from the Lot through other channels as well, but must then update the Listing the same day, unless its stock is connected to the platform. Goods covered by a placed Order may not be sold or otherwise disposed of, and the Lot may not be pledged while the Listing is published.

6.1 A Listing is a binding offer, and the purchase is binding on both Buyer and Seller when the Order is placed. Where the Listing allows it, the Buyer may order part of the Lot, and the price is then calculated on the quantity ordered. If the Seller cannot deliver what the Order covers, the Seller must notify HIDNstock immediately, and the purchase is cancelled with a full refund to the Buyer. If the Seller can deliver only part, the Buyer chooses within two (2) business days to accept that part at a proportionally reduced price, or to cancel the entire purchase. HIDNstock notifies the Buyer via the platform and by email, and if the Buyer does not respond within that time, the purchase is cancelled with a full refund. The Seller ships nothing until the Buyer has chosen. The Seller compensates HIDNstock for the costs this causes, and repeated cases may lead to suspension under section 13.1.

6.2 The price is stated in the Listing exclusive of VAT. The Buyer pays the price plus VAT, and freight where it is not included, see section 7.

6.3 The Buyer pays HIDNstock. The first purchase is paid by card or in advance, after which the Buyer may choose card or invoice. With card payment, the amount is charged when the Order is placed. If an advance payment is not made within five (5) business days, the Order lapses. Invoices are issued when the Seller has marked the Order as shipped and are due within fourteen (14) days of the invoice date. HIDNstock may refuse payment against invoice where there is reason to do so, and may assign receivables from the Buyer to a finance company. The Buyer then pays the payee stated on the invoice.

6.4 HIDNstock pays the Seller, less the transaction fee and against a Self-billed Invoice, no earlier than when the Goods have been received and the claims period under section 8.2 has expired, and for invoice payments only once payment has been received from the Buyer or a finance company. The part covered by a pending claim is withheld until the claim is resolved. If the Buyer does not pay, HIDNstock pursues the claim and may sell it. The Seller then receives what is recovered or obtained, less the transaction fee and reasonable collection costs, and has no claim of its own against the Buyer. If HIDNstock has to refund the Buyer after the payout, section 8.7 applies.

6.5 In the event of late payment, HIDNstock is entitled to charge default interest under the Swedish Interest Act (1975:635), currently the reference rate plus eight (8) percentage points, a late payment fee under the Swedish Debt Recovery Costs Act (1981:739), currently SEK 450, a reminder fee of SEK 60 and collection costs. HIDNstock decides case by case whether to charge interest and fees, without waiving the right in other cases. This applies to all amounts a Member must pay under the Terms. HIDNstock may also stop ongoing and new Orders for the Member.

6.6 HIDNstock may carry out a credit check on the Buyer and require advance payment where there is reason to do so, which the Buyer consents to by accepting the Terms.

6.7 Title to the Goods passes to the Buyer when they have been paid for in full.

6.8 The Buyer may set off or withhold payment only for a defect notified via the platform, or for Goods the Buyer has notified have not arrived under the definition of Receipt.

7.1 The Seller books and is responsible for transport to the Buyer's delivery address. Delivery is DAP the Buyer's delivery address (Incoterms 2020), and the Terms prevail over Incoterms. Freight paid by the Buyer is invoiced by HIDNstock. The Listing may instead state that the Buyer collects the Goods. The Buyer then books and pays for the collection, and the Seller marks the Order as ready for collection via the platform, which under the Terms is equivalent to marking it as shipped. Receipt occurs when the Goods have been collected. If the Buyer does not collect them within ten (10) days, the Goods are deemed received.

7.2 Risk in the Goods passes to the Buyer on Receipt. Until then, the Seller bears the risk of loss, theft and damage.

7.3 The Seller states the delivery time in the Listing, counted from the Order or, for advance payment, from when the advance payment was received. The Seller must mark the Order as shipped via the platform with tracking information on the same day the Goods are handed to the carrier, and not before.

7.4 For Lots tagged Anonymous, the Seller must follow HIDNstock's instructions on neutral packaging and sender details, and must not include anything that reveals the Seller's identity.

7.5 The Buyer is responsible for the delivery address being correct and for the shipment being able to be received, and pays the costs of failed delivery caused by the Buyer.

7.6 Visible transport damage should where possible be noted with the carrier on Receipt and claimed under section 8.

7.7 If delivery is more than fourteen (14) days late compared with the delivery time in the Listing, and this is not caused by the Buyer or force majeure, the Buyer may cancel the purchase with a full refund. This is the Buyer's only remedy for delay.

8.1 All purchases are binding. There is no open purchase, no right of withdrawal and no right of return.

8.2 The Buyer must inspect the Goods immediately after Receipt and notify defects via the platform no later than five (5) calendar days after Receipt, with a description, the number of garments affected and photos. The Seller may state in the Listing how inspection and claims are to be handled, for example how large a share of the Lot must be inspected.

8.3 If no defect is notified in time, the Goods are deemed accepted, including for defects discovered later, unless the Seller has acted with gross negligence or in bad faith.

8.4 A defect exists only if the Goods deviate from the Listing, taking section 5.3 into account, or if a warranty in section 5.2 is incorrect.

8.5 A claim is forwarded via the platform to the Seller, without disclosing the Seller's identity for Anonymous Lots. Within two (2) business days the Seller must either accept it and propose a remedy, replacement goods or a price reduction, or dispute it with reasons. If the Buyer accepts the proposal within two (2) business days, it applies. Otherwise, or if the Seller does not respond in time, HIDNstock decides based on the Listing and the evidence and may choose a remedy, replacement goods or a price reduction. If the defect is material and is not remedied within a reasonable time, the Buyer may cancel the purchase of the defective Goods. These are the Buyer's only remedies for defects.

8.6 Returns require HIDNstock's written approval and are sent to the address HIDNstock designates. HIDNstock may instead decide on a price reduction without return if a return is unreasonable in relation to the value of the Goods. The Seller pays the return freight for an accepted defect.

8.7 If a claim leads to a price reduction, cancellation or other refund, the Seller must pay the corresponding amount to HIDNstock within ten (10) days. HIDNstock may set off the amount against the Seller's future payouts.

9.1 If a Lot is tagged Anonymous, no Brand Identifiers may reach the market. The Buyer is responsible for this without time limit.

9.2 The Goods reach the market when they are sold, rented out, given away or shown publicly in images or marketing. Before that, the Buyer must permanently remove or cover all Brand Identifiers, and replace removed labels with fibre content or care instructions with a neutral label that meets applicable requirements. Handing the Goods to a processor, in Sweden or abroad, does not count as reaching the market. Nor does selling them to another company as material for processing, unless the Listing prohibits it. The Buyer may not state or give clues as to which brand or Seller the Goods come from.

9.3 If a Brand Identifier cannot be removed, the garment may not reach the market in that condition, but may be used in a new product where the identifier is not visible or sent for material recycling.

9.4 The Buyer is responsible for employees, processors, subcontractors and others it engages complying with this section, as for its own breaches. If the Buyer resells the Goods as material before the Brand Identifiers have been removed, the same obligations must be imposed on the customer in writing. The Buyer is liable for breaches by such a customer only if this has not been done, or if the Buyer knew of the breach without acting.

9.5 If the Lot is not tagged Anonymous, the Goods may be resold with their labels. The Buyer may nevertheless not use the brand owner's name or trademarks in its marketing without the Seller's written consent, or suggest a collaboration with the brand owner.

9.6 Liquidated damages. If the Buyer breaches sections 9.1-9.4, the Buyer pays liquidated damages of SEK 50,000 per breach. Each Order and each sales or marketing channel in which the breach occurs counts as one breach, up to SEK 500,000 per Order. The Buyer must stop the breach within five (5) days of notice and, on request, show that Brand Identifiers have been removed. If the breach continues after that, each commenced 30-day period counts as a new breach, in addition to the cap.

9.7 Liquidated damages are paid to HIDNstock, which passes them on to the Seller after deducting its costs. They do not prevent claims for damages exceeding them, and HIDNstock may suspend the Buyer under section 13.

9.8 HIDNstock's undertaking. HIDNstock does not disclose an anonymous Seller's identity, unless required by law or a decision of a public authority, and will take reasonable measures to stop breaches of section 9 and claim liquidated damages.

10.1 HIDNstock records the flow of each Lot from Seller to Buyer, so that Members can report how the material has been put to use. For Anonymous Lots, the information is shown without the Seller's identity.

10.2 The Seller must provide accurate information on the Lot's origin, type and quantity. On request, for twenty-four (24) months from the purchase and even after the membership has ended, the Buyer must provide information, at lot level and to the best of its ability, on how the Goods have been used, for example reuse, remake or material recycling, to the extent needed for traceability or Members' sustainability reporting.

10.3 Anyone who places the Goods on the market again or remakes them is responsible for their meeting the product requirements applicable at that time, such as labelling and product safety.

10.4 Goods should be kept as high up the waste hierarchy as possible. The Buyer may not landfill or incinerate Goods that can be reused or recycled.

11.1 A Member who has come into contact with another Member via the platform may not, during the membership and for twelve (12) months after the last transaction with that Member, do business in textile goods with that Member outside the platform. This does not apply to relationships that demonstrably existed before.

11.2 In the event of a breach of section 11.1, the Member pays HIDNstock compensation equal to the transaction fee that would have been payable, but no less than SEK 10,000 per transaction.

11.3 Information about other Members, prices and terms that a Member obtains via the platform is confidential and may only be used for business on the platform, unless law or a decision of a public authority requires otherwise. The Buyer may not attempt to find out an anonymous Seller's identity, and must keep it confidential if the Buyer nevertheless learns it.

11.4 HIDNstock may use anonymised and aggregated data on volumes, material types and flows to develop the platform and report impact.

12.1 Liability towards the Buyer for defects and delay is limited to the price of the Order concerned.

12.2 HIDNstock's liability towards a Member in other respects, for example for the platform, is limited to the fees the Member has paid during the last twelve (12) months, but no less than SEK 5,000. HIDNstock is not responsible for information provided by Members.

12.3 No party is liable for indirect loss, such as loss of profit, loss of production or liability to third parties.

12.4 The limitations do not apply in cases of intent or gross negligence, to the Buyer's liquidated damages and damages under section 9, to compensation and damages under section 11, to the Seller's warranties regarding ownership and infringement in section 5.2, or to indemnities under section 12.5.

12.5 The Seller is liable towards HIDNstock for defects and delay to the same extent as HIDNstock is liable towards the Buyer, and compensates HIDNstock for what HIDNstock pays the Buyer for that reason. The Seller indemnifies HIDNstock and the Buyer against third-party claims arising from a warranty in section 5.2 being incorrect. The Buyer indemnifies HIDNstock and the Seller against third-party claims arising from a breach of section 9.

12.6 Force majeure. No party is liable for impediments beyond its control that could not reasonably have been foreseen or avoided, such as war, government decisions, strikes, fire, flooding or major transport disruption, including at a subcontractor. If the impediment lasts more than 30 days, either party may cancel the Order concerned with a refund for undelivered Goods.

13.1 HIDNstock may temporarily suspend a Member or hide Listings in the event of a breach of the Terms, non-payment, incorrect information or suspected fraud or crime. The reason is given in writing no later than when the suspension begins. HIDNstock may then withhold payouts to the extent needed to cover claims, refunds and other receivables from the Member.

13.2 The Member may terminate its membership at the end of the current billing period or, for annual memberships, at the end of the binding period. HIDNstock may terminate a membership with thirty (30) days' written notice and then refunds prepaid fees for the remaining period, if the Member has not breached the Terms.

13.3 In the event of a material breach of the Terms, for example of section 9 or 11, HIDNstock may terminate the membership with immediate effect without refunding prepaid fees.

13.4 Orders placed before suspension or termination are fulfilled in accordance with the Terms, unless HIDNstock decides otherwise. Sections 8, 9, 11, 12, 14 and 15 continue to apply after the membership ends.

13.5 HIDNstock may change the Terms. Changes are announced by email and on the platform at least fifteen (15) days before they take effect, and do not apply to Orders already placed. A Member who does not accept a change may terminate its membership before then without charge for the remaining binding period.

14.1 Notices are given via the platform or to the account's email address. An email is deemed received the same business day if sent before 4 pm, otherwise the next business day.

14.2 Assignment. A Member may not assign rights or obligations under the Terms without HIDNstock's written consent. HIDNstock may assign the Terms to a company in the same group or to whoever takes over the platform.

14.3 Invalidity and waiver. If a provision is invalid, the rest of the Terms apply. A party's failure to enforce a right immediately does not mean that it has waived it.

14.4 Personal data is processed in accordance with section 15 and HIDNstock's privacy policy.

14.5 Governing law. Swedish law applies, without regard to its conflict of law rules. The Swedish International Sale of Goods Act (1987:822) (CISG) does not apply.

14.6 Disputes are settled by the general courts, with the Gothenburg District Court as the court of first instance. The parties must first try to resolve the dispute through discussion, with HIDNstock's help if it concerns a purchase between Members.

14.7 Language. The Terms are available in Swedish and English. In the event of any discrepancy, the Swedish version prevails.

15.1 HIDNstock is the controller of personal data processed on the platform. How it is processed is described in the privacy policy on hidnstock.com.

15.2 A Member that receives personal data about another Member via the platform, for example a delivery address, is itself responsible for it and may only use it for the transaction concerned.

15.3 Listings, prices, volumes and flows belong to the Member. HIDNstock may use them to operate the platform and, in anonymised form, in accordance with section 11.4.