Article 1. Definitions

In these general terms and conditions, the following terms are used in the following meanings unless explicitly indicated otherwise.

• User: RA STUDIO BV
• Contracting party: a counterparty of the user.
• Agreement: the agreement for the manufacture and/or delivery of products, advice, or designs.

Article 2. General

2.1 These conditions apply to every offer, quotation, and agreement between the user and the contracting party to which the user has declared these conditions applicable, insofar as these conditions have not been deviated from by parties explicitly and in writing - in the written order confirmation.

2.2 These conditions also apply to all agreements with the user for the execution of which third parties need to be involved.

2.3 Any deviations from these general terms and conditions are only valid if they have been explicitly agreed upon in writing.

2.4 The applicability of any conditions (both general purchase and delivery conditions) of the contracting party or third parties is explicitly rejected.

2.5 If one or more provisions of these general terms and conditions are null and void or annulled, the other provisions of these general terms and conditions remain fully applicable. The user and the contracting party will then enter into consultation to agree on new provisions to replace the null and void or annulled provisions, whereby, if and as much as possible, the purpose and intent of the original provisions will be taken into account.

2.6 If a situation arises between parties that is not regulated in these general terms and conditions, this situation should be assessed in the spirit of these general terms and conditions.

Article 3. Offers and quotations

3.1 All offers from the user are without obligation unless the offer mentions a period for acceptance.

3.2 The written quotations made by the user are valid for 30 days unless otherwise indicated. The user is only bound by the quotations if the acceptance thereof is confirmed in writing by the contracting party within 30 days unless otherwise indicated.

3.3 The prices mentioned in the offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including - but not limited to - shipping and administrative costs and insurance costs unless otherwise indicated.

3.4 If the acceptance deviates (whether on minor points or not) from the offer included in the quotation, the user is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance unless the user indicates otherwise in writing.

3.5 A composite quotation does not obligate the user to perform part of the order at a corresponding part of the quoted price.

3.6 Offers or quotations do not automatically apply to future orders.

Article 4. Price and price increase

4.1 Parties can agree on a fixed price when concluding the agreement.

4.2 If no fixed (total) price is agreed upon, this price will be determined based on the actual delivered services, goods, and additional costs. The (total) price is calculated according to the usual prices of the user valid for the period in which the services and goods are delivered unless a different price is agreed upon in writing.

4.3 If the user agrees on a fixed price with the contracting party, the user is nevertheless always entitled to increase this price without the contracting party being entitled to dissolve the agreement for that reason if the price increase results from an authority or obligation under the law or regulation or its cause lies in a rise in the price of cost-determining factors such as wages, etc., or other grounds that were not reasonably foreseeable at the time of the agreement.

4.4 If the price increase exceeds 10% and takes place within three months after the conclusion of the agreement on grounds other than those specified in paragraph 3 of this article, the contracting party is entitled to dissolve the agreement by means of a written statement unless the user is still willing to execute the agreement based on the originally agreed price.

Article 5. Delivery

5.1 Any deliveries are made from the user's office address unless otherwise agreed.

5.2 The user is entitled to deliver products with different color schemes if the user works with natural products such as wood, leather, and natural textiles. Wood, for example, is a living material and can "work" to some extent depending on its hardness, manifested by small cracks or splits, or slight deformation of the material. The actual colors of products may differ from the printing colors in the documentation material. In the event of such a deviation, the user has fulfilled the agreement. The contracting party is therefore obliged to accept such a natural deviation and pay the invoice based on the actual delivery.

5.3 If delivery is made based on Incoterms, the Incoterms applicable at the time of concluding the agreement will apply in addition to these conditions. If the provisions of the Incoterms differ from the provisions of these conditions, the provisions of these conditions will prevail.

5.4 The contracting party is obliged to accept the goods at the moment the user delivers them to him or has them delivered or at the moment they are made available to him.

5.5 If the contracting party refuses acceptance or is negligent in providing information or instructions necessary for the delivery, the user is entitled to store the goods at the contracting party's expense and risk.

5.6 If the goods are delivered, the user is entitled to charge delivery costs. These will then be invoiced separately.

5.7 If parties have agreed on a delivery period, it is indicative. It is never a fatal period. If this period is exceeded, the contracting party must give the user written notice of default and set a new delivery period for the user.

5.8 The user is entitled to deliver the goods in parts and invoice the parts delivered separately.

Article 6. Payment

6.1 Payment must be made within 30 days of the invoice date in a manner to be indicated by the user in the currency in which the invoice is made. Objections to the amount of the invoices do not suspend the payment obligation.

6.2 If the contracting party fails to pay within the 30-day period, he is in default by operation of law. The contracting party is then liable to pay interest of 1% per (part of a) month unless the statutory interest is higher, in which case the statutory interest applies. The interest on the due amount will be calculated from the moment the contracting party is in default until the moment of payment of the full amount.

6.3 In the event of liquidation, (application for) bankruptcy, (application for) suspension of payments of the contracting party, seizure under the contracting party's assets if this seizure is not lifted within three months, or any other circumstance whereby the contracting party can no longer freely dispose of his assets, the user is entitled to terminate the agreement with immediate effect or to cancel the order or agreement without any obligation to pay compensation to the contracting party. The user's claims on the contracting party are then immediately due and payable.

6.4 The user has the right to have the payments made by the contracting party first applied to reduce the costs, then to reduce the outstanding interest, and finally to reduce the principal sum and the current interest.

6.5 The user can refuse an offer of payment if the contracting party designates a different sequence for the allocation. The user can refuse full repayment of the principal sum if not also the outstanding interest and costs are paid.

Article 7. Collection costs

7.1 If the contracting party is in default or in breach of its obligations (in a timely manner), all reasonable costs incurred to obtain payment out of court are at the contracting party's expense.

7.2 The collection costs amount to 15% of the principal sum with a minimum of EUR 15,000 or are calculated according to the report Voorwerk II (report of the working group of the Dutch Association for Judiciary on extrajudicial costs).

7.3 If the user has incurred higher or different costs which were reasonably necessary, these are also eligible for reimbursement by the contracting party.

7.4 The contracting party is also liable to pay interest on the collection costs. Any judicial and execution costs are also at the contracting party's expense.

Article 8. Inspection and complaints regarding delivered goods

8.1 Complaints about the (scope of the) delivered products, advice, or designs must be reported to the user by the contracting party within 48 hours of receipt of the goods. The contracting party is therefore obliged to inspect the delivered products, advice, or designs expertly upon delivery. Any notice of default in this regard from the contracting party must contain as detailed a description as possible of the defect so that the user can respond adequately, as well as be accompanied by photographic material showing the complaint. The goods returned in connection with a complaint must be returned in their original packaging. The transport of these goods is at the contracting party's expense and risk.

8.2 If a complaint is made in time in accordance with the previous paragraph, the contracting party remains obliged to accept and pay for a replacement product, advice, or design. The contracting party is also not entitled to set off.

Article 9. Interim termination

9.1 If parties have entered into an agreement for an indefinite period, both parties can always terminate the agreement in writing with due observance of a reasonable notice period. If the agreement is terminated prematurely by the contracting party, the user is entitled to compensation for the losses incurred and demonstrable losses. Furthermore, the contracting party is then obliged to pay the invoices for the goods delivered up to that point. Orders already placed will remain in effect. If the user has already purchased goods or advice as a result of an order placed by the contracting party, the contracting party is obliged to accept or compensate, the amount of which is equal to the loss of gross revenue on the part of the user resulting from the interim termination by the contracting party.

Article 10. Suspension and dissolution

10.1 The user is authorized to suspend the fulfillment of her obligations or to dissolve the agreement extrajudicially if:

• the contracting party does not fulfill the obligations under the agreement, or does not fully do so;
• after the conclusion of the agreement, circumstances come to the user's knowledge that give good reason to fear that the contracting party will not fulfill the obligations. In case there is good reason to fear that the contracting party will only partially or improperly fulfill the obligations arising from the agreement, suspension is only permitted as far as the shortcoming justifies;
• the contracting party was requested to provide security for the fulfillment of his obligations under the agreement at the time of concluding the agreement and this security is not provided or is insufficient. If, due to delay on the part of the contracting party, it can no longer be demanded of the user that she will fulfill the agreement under the originally agreed conditions, the user is entitled to dissolve the agreement.

10.2 The user is also entitled to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness or if other circumstances arise that are of such a nature that unchanged maintenance of the agreement cannot reasonably be expected from the user.

10.3 If the agreement is dissolved, the user's claims against the contracting party are immediately due and payable. If the user suspends the fulfillment of her obligations, she retains her rights under the law, agreement, and these general terms and conditions.

10.4 The user always retains the right to claim damages.

Article 11. Liability

11.1 If the user is liable, this liability is limited to what is regulated in this provision.

11.2 The user is not liable for damage of any kind caused by the user based on incorrect and/or incomplete data provided by the contracting party unless this inaccuracy should have been known to the user.

11.3 If the user is liable for any damage, the user's liability is in any case limited to a maximum of twice the invoice value of the order/assignment, at least that part of the order/assignment to which the liability relates.

11.4 The user's liability is always limited to the amount of the payment from her insurer in the relevant case.

11.5 The user is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation.

11.6 Direct damage is exclusively understood as:

• the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
• any reasonable costs incurred to have the user's defective performance conform to the agreement unless these cannot be attributed to the user;
• reasonable costs incurred to prevent or limit damage, insofar as the contracting party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

11.7 The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the user or her subordinates.

Article 12. User instructions

12.1 The user can provide instructions regarding the application, processing, and use of her products, advice, or designs. The user can also change her instructions.

12.2 The products, advice, or designs delivered by the user may only be used by the contracting party and/or third parties for the purpose for which the products are intended.

12.3 The use by the contracting party and/or third parties must always comply strictly with the instructions prescribed by the user for the delivered products, advice, or designs, including the technical specifications.

12.4 The contracting party is always obliged to investigate himself or have investigated whether the user's instructions, including the technical specifications, can be applied in view of, among other things, the local regulations, environment, and/or other circumstances. If this is not the case, the contracting party must ensure that the sale and/or processing comply with government regulations.

12.5 If the contracting party, based on the previous paragraph or other circumstances, concludes that the intended use of the delivered products, advice, or designs does not comply with government regulations or is otherwise not responsible, he must refrain from any use thereof. If the contracting party still proceeds to use them, the user is not liable in any way for the direct or indirect consequences thereof, nor obliged to compensate the damage directly or indirectly suffered by the contracting party and/or third parties.

12.6 If the products, advice, or designs cannot or may not be used in a particular country or region due to local or national regulations, weather conditions, or other circumstances, or if this use is not responsible due to these circumstances, this can never be a reason for the contracting party to cancel or dissolve the agreement. Furthermore, the products, advice, or designs can never be returned to the user for this reason, nor does this provide a valid reason for suspending or setting off the contracting party's payment obligation.

12.7 If the contracting party resells the products delivered by the user or has them processed by third parties, the contracting party is obliged to instruct these third parties adequately in accordance with the instructions given by the user, including the technical specifications and the knowledge available to the contracting party. If the contracting party fails to do so, the user is never liable for the direct and indirect damage that may result from this for the contracting party and/or third parties. The contracting party will fully indemnify the user, both in and out of court, for any claims from third parties who suffer damage resulting from the non-compliance with the provisions in this article by the contracting party or his subordinates or otherwise attributable to the contracting party.

Article 13. Force majeure

13.1 Parties are not obliged to fulfill any obligation if they are hindered as a result of a circumstance that is not due to fault and is not for their account under the law, a legal act, or generally accepted views.

13.2 In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which the user has no influence but which prevent the user from fulfilling her obligations. This includes strikes and illness in the user's company.

13.3 The user also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after the user should have fulfilled her obligation.

13.4 Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement without any obligation to pay damages to the other party.

13.5 Insofar as the user has partially fulfilled her obligations under the agreement at the time of the commencement of force majeure or can fulfill them, the user is entitled to separately invoice the part already fulfilled or to be fulfilled. The contracting party is then obliged to pay this invoice as if it were a separate agreement.

Article 14. Retention of title

14.1 All goods delivered by the user remain the property of the user until the contracting party has fulfilled all obligations under the agreements with the user.

14.2 Goods delivered by the user that fall under the retention of title pursuant to paragraph 1 of this article may only be sold in the context of normal business operations and never be used as a means of payment or as security for payment.

14.3 The contracting party is not authorized to process, mix, pledge, or otherwise encumber the goods falling under the retention of title.

14.4 The contracting party is obliged to store the goods delivered under retention of title separately from his own assets and to indicate this to third parties until the contracting party has fully fulfilled his obligations to the user.

14.5 If third parties seize the goods delivered under retention of title or wish to establish or assert rights on them, the contracting party is obliged to inform these third parties of the retention of title and to inform the user as soon as can reasonably be expected.

14.6 The contracting party undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion, and water damage as well as against theft and to provide the policy of this insurance to the user for inspection upon first request.

Article 15. Intellectual and industrial property rights and copyrights

15.1 All intellectual property rights to the products, advice, or designs remain with the user. The contracting party is prohibited from having the products, advice, or designs delivered by the user copied elsewhere or manufacturing derived models or imitations thereof that differ only in minor points or being involved directly or indirectly in this or making or promoting such imitations in any way, on pain of an integral indemnity.

15.2 If a third party infringes these intellectual property rights and the contracting party becomes aware of this, the contracting party is obliged to inform the user of this immediately in writing. The costs thereof are borne by the contracting party. Where necessary, the contracting party will assist in actions against possible infringing third parties.

15.3 The user is allowed to mention in his (marketing and advertising) communications that he has designed the present design.

15.4 The user promises that the design, to the best of his knowledge, does not infringe third-party intellectual property rights.

15.5 Advertising campaigns or other use of the user's logos and photographic material always require the user's prior written permission.

15.6 The contracting party is prohibited from making modifications to the design and editing this design. If the contracting party cannot technically realize the design or reproduce it in the desired quantities, the contracting party will consult with the user, whereby the user is willing to manufacture an adapted design against an appropriate cost compensation that meets the technical specifications set by the contracting party.

15.7 The user has the right to use the knowledge gained from the execution of the work for other purposes, provided that no confidential information is brought to the knowledge of third parties.

Article 16. Samples, reports, promotional materials, etc.

16.1 All documents provided by the user, such as reports, advice, agreements, designs, sketches, drawings, software, samples, promotional materials, etc., are intended solely for use by the contracting party and may not be reproduced, made public, handed over to third parties, or brought to the knowledge of third parties without the user's prior written consent unless the nature of the provided documents or the agreement indicates otherwise. If a sample, extract, report, sketch, or model is shown or provided to the contracting party, it is presumed to have been provided as an indication only unless explicitly agreed that the result of the agreement will correspond with it.

Article 17. Disputes

17.1 The court in the place where the user is established at the time a dispute arises has exclusive jurisdiction to hear disputes unless the law or regulations dictate otherwise. The user remains entitled to submit the dispute to the otherwise competent court.

17.2 Parties will only appeal to the court after they have made every effort to resolve a dispute by mutual agreement.

Article 18. Applicable law

18.1 All agreements between the user and the contracting party and the resulting legal relationships between parties are exclusively governed by Dutch law, even if the goods are wholly or partially delivered abroad and/or the contracting party is established or resides abroad.

18.2 The applicability of the Vienna Sales Convention is explicitly excluded.

Article 19. Amendment, interpretation, and location of the terms and conditions

19.1 In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text is always decisive.

19.2 These conditions have been filed with the Chamber of Commerce for Amsterdam.

19.3 The most recently filed version or the version that applied at the time the agreement was concluded is always applicable.

Drawn up on September 1, 2014 in Amsterdam.