Terms & Conditions

SALES AND DELIVERY TERMS AND CONDITIONS OF SHIPPING STUDIO

Article 1: General

1. These general terms and conditions apply to the formation, content, and performance of all agreements concluded between Shipping Studio and the client.

2. The client’s general (purchase) conditions shall only apply if expressly agreed in writing that they shall apply to the agreement between the parties to the exclusion of these general terms and conditions.

3. If and insofar as these general terms and conditions conflict with special conditions or agreements of Shipping Studio, such special conditions or agreements shall prevail.

4. If a translation of these general terms and conditions differs from or allows for a different interpretation than the Dutch text, the Dutch text shall prevail.

Article 2: Quotations and Offers

1. All quotations and offers of Shipping Studio are without obligation and may only be accepted without deviations. Quotations issued by Shipping Studio are valid for 30 days.

2. Shipping Studio cannot be held to its quotations or offers if the other party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error, including obvious errors in prices and rates.

3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including travel and accommodation expenses, shipping and administrative costs.

Article 3: Method of Delivery

1. If transport of the goods to be delivered has been agreed upon, this shall be at the expense of the client. The client shall at all times bear the risk during transport.

2. Shipping Studio is permitted to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, Shipping Studio is entitled to invoice each part separately, including payment of costs already incurred for the entire delivery.

3. The client is obliged to take delivery of the purchased goods at the time they are delivered or at the time they are made available in accordance with the agreement. If the client refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods shall be stored at the client’s risk. In that case, the client shall owe all additional costs, including in any event storage costs, to Shipping Studio.

Article 4: Delivery Period

1. An agreed delivery period is not a strict deadline unless expressly agreed otherwise. Shipping Studio shall only be in default, even in the case of an agreed final deadline, after the client has given written notice of default.

2. Shipping Studio shall no longer be bound by an agreed final delivery deadline if the client requests changes to the specifications of the work or fails to examine supplied materials for errors and defects, unless the minor nature of the change or delay does not reasonably require Shipping Studio to adjust its production planning.

3. In the performance of the agreement by Shipping Studio, the client shall do all that is reasonably necessary or desirable to enable timely delivery by Shipping Studio, in particular by promptly answering questions from Shipping Studio.

4. In the event of force majeure (global pandemic, logistical error by third parties, etc.), Shipping Studio shall not be liable for delays in delivery.

Article 5: Term, Cancellation and Interim Termination of the Agreement

1. The agreement between Shipping Studio and the client is entered into for an indefinite period, unless the nature of the agreement provides otherwise or the parties expressly agree otherwise in writing.

2. The client is entitled to cancel an agreement before Shipping Studio has commenced performance, provided that the client compensates Shipping Studio for any damage incurred. Such damage includes losses suffered and lost profits, and in any case costs already incurred in preparation, including reserved production capacity, purchased materials, engaged services, and storage.

3. The agreement may be terminated by either party subject to a notice period of one month for each year or part of a year that the agreement has been in force, with a minimum notice period of one month and a maximum notice period of twelve months.

Article 6: Suspension and Dissolution of the Agreement

1. In the following cases, Shipping Studio’s claims against the client shall become immediately due and payable:

• if the client fails to fulfil its obligations under the agreement, not fully or not on time;

• if the other party applies for suspension of payments or bankruptcy, is declared bankrupt, offers a composition outside bankruptcy, or if any attachment is levied on its assets;

• if, after conclusion of the agreement, circumstances come to the knowledge of Shipping Studio that give good reason to fear that the client will not fulfil its obligations;

• if Shipping Studio has requested security for performance and such security is not provided or is insufficient.

In such cases, Shipping Studio is entitled to suspend further performance of the agreement with immediate effect and without judicial intervention, or to dissolve the agreement in whole or in part, without prejudice to its right to claim damages. If Shipping Studio proceeds to suspension or dissolution, it shall not be liable for any resulting damages or costs.

2. If circumstances arise concerning persons and/or materials used by Shipping Studio in the performance of the agreement that make performance impossible or disproportionately burdensome and/or costly, Shipping Studio is entitled to dissolve the agreement.

Article 7: Retention of Title

1. Goods delivered by Shipping Studio shall remain the property of Shipping Studio until the client has properly fulfilled all obligations under all purchase agreements concluded with Shipping Studio. These obligations include, in any case, payment for delivered or to-be-delivered goods and any claims due to non-performance by the client.

2. Goods delivered under retention of title may only be resold in the normal course of business. The client is not authorized to pledge or otherwise encumber these goods.

3. If the client fails to fulfil its obligations or there is reasonable fear that it will not do so, Shipping Studio is entitled to repossess goods delivered under retention of title. The client shall fully cooperate, failing which a penalty of 10% of the amount owed per day shall be due.

4. If third parties assert rights over goods delivered under retention of title, the client must inform Shipping Studio as soon as reasonably expected.

5. At Shipping Studio’s first request, the client shall:

• insure and keep insured the goods delivered under retention of title against fire, explosion, water damage and theft and provide the insurance policy for inspection;

• pledge to Shipping Studio any claims against insurers relating to such goods in accordance with Article 3:239 of the Dutch Civil Code;

• pledge to Shipping Studio any claims obtained from resale of such goods in accordance with Article 3:239 of the Dutch Civil Code;

• mark the goods as property of Shipping Studio;

• cooperate with all reasonable measures to protect Shipping Studio’s ownership rights.

6. The risk of loss, damage, or depreciation passes to the client at the moment the goods are placed under the client’s control.

Article 8: Warranties, Inspection and Complaints, Limitation Period

1. Goods delivered by Shipping Studio comply with the usual requirements and standards that may reasonably be set at the time of delivery and are intended for normal use.

2. The client must inspect the goods upon delivery or as soon as possible thereafter to verify:

• whether the correct goods have been delivered;

• whether the quantity corresponds with what was agreed;

• whether the goods meet the agreed or reasonably expected quality standards.

Visible defects must be reported in writing within eight (8) days after delivery.

3. Non-visible defects must be reported in writing within eight (8) days after discovery, but no later than six (6) months after delivery. After expiry of these periods, the performance shall be deemed accepted and the right to complain shall lapse.

4. The warranty lapses if defects result from improper use, negligent treatment, improper repairs, or modifications by parties other than Shipping Studio.

5. Even if the client submits a timely complaint, the obligation to pay and accept orders remains. Goods may only be returned with prior written consent.

6. Only in case of a timely and justified complaint, and after full payment of all outstanding invoices, interest and costs, is Shipping Studio obliged to replace defective goods.

7. Minor deviations in paper or print do not constitute grounds for rejection. Permissible deviations: up to 5,000 units: 20%; up to 100,000 units: 10%; up to 500,000 units: 5%; over 500,000 units: 3%. The actual delivered quantity shall be invoiced accordingly.

8. In any case, performance shall be deemed proper if the client has used, processed, or delivered the goods, unless the client has complied with paragraph 2 of this article.

Article 9: Payment

1. Payment must be made within 14 days of the invoice date, without deduction, set-off, or suspension.

2. After 30 days from the invoice date, the client is in default without further notice. Interest of 1.25% per month (or the statutory interest if higher) shall be due.

3. Payments shall first be applied to interest and costs, then to the oldest outstanding invoices.

4. For invoice amounts below €250, Shipping Studio will charge €25 for freight administration costs.

5. If the client is in default, all reasonable extrajudicial collection costs shall be borne by the client, set at a minimum of 15% of the principal amount with a minimum of EUR 100, plus any judicial and enforcement costs.

6. Upon written approval of samples or proofs, the client is obliged to accept and pay for the printed goods. These cannot be returned after approval.

Article 10: Price Changes

1. Shipping Studio is entitled to amend agreed rates or prices in case of an evident error, cost price increases, or incorrect assumptions. Shipping Studio may also dissolve the agreement and claim compensation for incurred and unavoidable costs plus a 10% profit margin.

2. Shipping Studio may increase or must decrease the price if the client changes the agreed specifications.

Article 11: Liability

1. Shipping Studio’s liability is limited to what is stipulated in this article.

2. Liability for defects is exclusively governed by Article 8.

3. Shipping Studio is not liable for damages arising after the goods have been used, processed, or delivered to third parties.

4. Shipping Studio is never liable for indirect damages, including loss of turnover or goodwill.

5. The client shall indemnify Shipping Studio against third-party claims for which Shipping Studio is not liable.

6. Liability is limited to the amount paid out under Shipping Studio’s insurance policy.

7. If insurance does not cover the damage, liability is limited to the invoice amount.

Article 12: Force Majeure

1. Failures in performance cannot be attributed to Shipping Studio if not due to its fault. Force majeure does not entitle the client to dissolution or damages.

2. Force majeure includes all external causes beyond Shipping Studio’s control, including strikes, shortages of raw materials, supplier failures, and transport problems.

3. Shipping Studio may invoke force majeure even if it occurs after the due date of performance.

4. Partial performance may be invoiced separately.

5. Obligations are suspended during force majeure.

Article 13: Intellectual and Industrial Property Rights

1. The client guarantees that performance of the agreement does not infringe third-party rights under copyright or other intellectual property laws and indemnifies Shipping Studio against such claims.

2. Shipping Studio retains all rights under copyright and intellectual property law and may use acquired knowledge for other purposes provided confidential information is not disclosed.

Article 14: Dispute Resolution

Any dispute shall in first instance be submitted to the District Court of Breda, without prejudice to Shipping Studio’s right to summon the client before another competent court under applicable law.

Article 15: Applicable Law

All agreements between Shipping Studio and the client are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.