SHIPPING STUDIO TERMS OF SALE AND DELIVERY

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

3. Insofar as these general terms and conditions conflict with special terms or agreements of Shipping Studio, the special terms or agreements shall prevail.

4. If a translation of these general terms and conditions deviates from or allows a different interpretation than the Dutch text, the Dutch text shall be decisive.

Article 2: Quotes and Offers

1. All quotes and offers from Shipping Studio are non-binding and may only be accepted without modifications. Quotes made by Shipping Studio are valid for 30 days.

2. Shipping Studio cannot be bound by its quotes or offers if the counterparty could reasonably understand that the quotes or offers, or any part thereof, contain an obvious error or mistake, including obvious errors regarding stated prices and rates.

3. Prices mentioned in a quote or offer are exclusive of VAT and other government levies, as well as any costs incurred in connection with the agreement, including travel, accommodation, shipping, and administrative costs.

Article 3: Method of Delivery

1. If transportation of the goods to be delivered has been agreed upon, it shall be at the expense of the client. The client always bears the risk during transport.

2. Shipping Studio may deliver goods in parts. This does not apply if a partial delivery has no independent value. In case of partial deliveries, Shipping Studio is entitled to invoice each part separately, including costs already incurred for the total delivery.

3. The client is obliged to accept the purchased goods at the time of delivery or when made available according to the agreement. If the client refuses acceptance or fails to provide information or instructions necessary for delivery, the goods will be stored at the client’s risk. The client shall then owe all additional costs, including storage costs, to Shipping Studio.

Article 4: Delivery Time

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

2. Shipping Studio’s obligation to adhere to an agreed deadline lapses if the client requests changes in the specifications or fails to check submitted materials for errors, unless the minor nature of the change or delay reasonably does not require a change to Shipping Studio’s initially planned production schedule.

3. The client shall do everything reasonably necessary to enable timely delivery by Shipping Studio, in particular by promptly answering Shipping Studio’s questions.

4. In case of force majeure (e.g., global pandemic, third-party logistics error), Shipping Studio is not liable for delivery delays.

Article 5: Duration, Cancellation, and Interim Termination

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

2. The client may cancel an agreement before Shipping Studio begins execution, provided that the client compensates Shipping Studio for damages incurred. Such damages include losses, lost profits, and costs already incurred for preparation, including reserved production capacity, purchased materials, services, and storage.

3. Both parties may terminate the agreement with a notice period of 1 month for each year or part of a year the agreement has lasted, with a minimum of 1 month and a maximum of 12 months.

Article 6: Suspension and Termination

1. Shipping Studio’s claims against the client are immediately due in the following cases:

• The client does not fulfill obligations fully or on time.

• The client applies for suspension of payments or is declared bankrupt.

• Circumstances arise giving Shipping Studio reasonable doubt about the client’s performance.

• Requested security from the client is not provided or insufficient.

In such cases, Shipping Studio may suspend or terminate the agreement without judicial intervention, without being liable for any resulting damages or costs.

1. If circumstances regarding persons or materials make performance impossible, excessively burdensome, or disproportionately costly, Shipping Studio may terminate the agreement.

Article 7: Retention of Title

1. Goods delivered by Shipping Studio remain the property of Shipping Studio until the client has fulfilled all obligations under all agreements with Shipping Studio.

2. Goods under retention of title may only be resold in the normal course of business.

3. If the client fails to meet obligations or there is justified concern, Shipping Studio may reclaim goods subject to retention of title.

4. The client must inform Shipping Studio if third parties assert rights over goods under retention of title.

5. On first request, the client shall:

• Insure goods under retention of title against fire, explosion, water damage, and theft.

• Pledge claims arising from resale of such goods to Shipping Studio.

• Mark goods as Shipping Studio property.

1. Risk of loss, damage, or depreciation passes to the client upon delivery.

Article 8: Guarantees, Inspection, and Complaints

1. Goods comply with usual requirements and standards. Guarantees apply only if conditions in this article are met.

2. The client must inspect goods upon delivery or as soon as possible after. Visible defects must be reported within 8 days.

3. Non-visible defects must be reported within 8 days after discovery, but no later than 6 months after delivery.

4. Guarantees do not cover damage due to misuse, neglect, improper repairs, or modifications not performed by Shipping Studio.

5. Payment and acceptance obligations remain even if a complaint is made.

6. Only timely and justified complaints entitle the client to replacement after full payment.

7. Minor deviations in paper or print are not grounds for rejection.

8. Acceptance of goods by use, processing, or delivery to third parties is deemed valid performance.

Article 9: Payment

1. Payment is due within 14 days of the invoice date without discount, set-off, or suspension.

2. After 30 days, the client is in default and owes 1.25% interest per month or the statutory interest if higher.

3. Payments are applied first to interest and costs, then to oldest invoices.

4. For invoices below €250, €25 handling fee applies.

5. Costs for collection outside court are at least 15% of principal, minimum €100. Judicial costs are also charged to the client.

6. Approval of samples or proofs obliges the client to payment; goods cannot be returned after approval.

Article 10: Price Changes

1. Shipping Studio may change prices if based on an error, cost change, or incorrect assumption.

2. Prices may also be adjusted if the client changes originally agreed specifications.

Article 11: Liability

1. Shipping Studio’s liability is limited to what is stated here.

2. Liability for defects in goods is only as described in Article 8.

3. Not liable for damage after client uses, processes, or delivers goods to third parties.

4. Not liable for indirect damage, lost revenue, or reduced goodwill.

5. Client indemnifies Shipping Studio if a third party holds them liable for damage.

6. Liability is limited to insurance payout.

7. If insurance does not cover, liability is limited to invoice value.

Article 12: Force Majeure

1. Shipping Studio is not liable for non-performance caused by reasons beyond its control.

2. Force majeure includes strikes, lack of raw materials, third-party delivery issues, and transport problems.

3. Force majeure occurring after obligation arises is also valid.

4. Partially delivered goods can be invoiced separately during force majeure.

5. Obligations are suspended during force majeure.

Article 13: Intellectual Property Rights

1. Client guarantees no infringement on third-party rights through the agreement and indemnifies Shipping Studio.

2. Shipping Studio retains rights granted under copyright and intellectual property law and may use knowledge gained for other purposes, as long as confidential information is not disclosed.

Article 14: Dispute Resolution

All disputes shall be settled by the Court of Breda, notwithstanding Shipping Studio’s right to sue in another competent court.

Article 15: Applicable Law

Dutch law exclusively applies to all agreements. The applicability of the Vienna Sales Convention is excluded.