TERMS & CONDITIONS

ARTICLE 1. Definitions

1.1 General Sales Terms & Conditions
‘General Sales Terms & Conditions’ are understood to mean the terms and conditions as set out in this document.

1.2 We/Us/Our:
Maarten Baas B.V. and/ or Baas Ontwerpen B.V. are the parties using these general terms & conditions and they will be referred to below as: “We”, “Us” or “Our”.

1.3 The Other Party
The ‘Other Party’ is understood to mean:

• any natural person or legal entity to whom or which We address Our offers

• the party that addresses offers to Us

• the party with which We conclude an Agreement

• any party with which We have a legal relationship and, besides said party, its representative(s), attorney(s), successor(s) in and heir(s).

• The party who accepted the General Terms & Conditions any way.

1.4 Work:
‘Work’ is understood to mean any work and design, regardless
use (functional/applied or as art object), delivered by Us to the Other Party under the applicability of these general terms, and work and services performed by Us for the Other Party.

1.5 Project:
‘Project’ is understood to mean all design assignments that result in a unique object, regardless of its use (functional/applied or as art object), delivered by Us to the Other Party under the applicability of these general terms, and all work and services performed by Us for the Other Party.

1.6 Confidential Information:
‘Confidential Information’ is understood to mean any data, information, plans, specifications, drawings, documents and know- how disclosed by Us to the Other Party within the scope of the Agreement or in the performance thereof. Furthermore, Confidential Information is understood to mean any data and information with regard to third parties that the Other Party has received or heard or by/ through Us within the scope of the Agreement.

1.7 Agreement:
The agreement between Us and the Other Party as regards Works, Projects and/or other work or services to be provided by Us, which is deemed to be concluded either at the time Our offer is accepted by the Other Party in writing, or at the time We commence the performance of the work relating to the Agreement.

ARTICLE 2. Applicability

2.1 These general terms apply to:

All Our offers,
All offers accepted by Us,
Offers made by the Other Party,
All Agreements,
All work, services, deliveries and legal actions performed by Us,
Any legal relationship to be entered into between Us and the Other Party in the future.

2.2 Any deviations from or additions to these general terms shall be

binding upon Us only if they have been agreed upon in writing.

2.3 Any general terms used by the Other Party and/or other terms are explicitly rejected by Us.
2.4 If one or more terms set out in these general terms would be invalid or set aside, the remaining terms of these general terms or the Agreements concluded between the Other Party and Us, to which these general terms apply, shall continue in full force and effect. The invalid clause shall be replaced by a valid clause as close as possible and similar in nature to the invalid clause.

ARTICLE 3. Quality

3.1 We undertake vis-à-vis the Other Party to deliver a performance in compliance with the Agreement and to supply him with Works/ Projects of the specification, quality and quantity
further specified in the quotation or offer.

3.2 We undertake vis-à-vis the Other Party to deliver Works/Projects according to professional standards, with a quality that may be expected of a production by Maarten Baas.

3.3 We do not guarantee, nor are We liable (save intent or gross negligence) for the suitability of Our Works/ Projects for the (specific) purpose intended by the Other Party, not even if We were informed of such purpose, unless the Parties have agreed the contrary in writing.

3.4 Our Works/ Projects are/will be designed as objects of art and sold as such. The Other Party must consider these Works/ Projects as objects of art. Should these Works/Projects be used as functional objects, the demands customary to functional objects cannot be expected and/or the absence thereof cannot be held against Us. Any liability of Us arising as a consequence of another use of the Works/ Projects than as an object of art is explicitly excluded. We expressly draw the attention to the safety instructions accompanying
each work.

3.5 Unless otherwise agreed, the risk of damage, destruction or deterioration of the Work transfers to the Other Party, at the moment Our Works/(results of) Projects leave Our premises (either by pick up by or shipment to the Other Party).

ARTICLE 4. Offers and quotations, collaboration and termination

4.1 All quotations and offers for Works/ Projects made by Us are not binding and may always be revoked by Us, even before a period for acceptance has expired.
4.2 The Other Party understands and accepts that We (generally) structure Our work in the phases as described below (4.3-4.6).

4.3 The phases and their specific conditions imply: Sketch phase:

- The non-refundable fee of the sketch phase is, unless otherwise agreed in writing, € 9,500.00, to be paid upon acceptance of the offer and prior to the commencement of the work. The sketch fee is excluding travel and accommodation expenses unless otherwise agreed in writing.

- Based on Our understanding of the initial parameters and range of budget provided by the Other Party, we will present, unless otherwise agreed in writing, two design proposals, along with an initial cost estimate.
- The follow-up with the Other Party to discuss the sketch proposals and modify the sketches, if necessary, within the available budget.

ARTICLE 3. Quality

3.2 We undertake vis-à-vis the Other Party to deliver Works/Projects according to professional standards, with a quality that may be expected of a production by Maarten Baas.

ARTICLE 4. Offers and quotations, collaboration and termination

4.1 All quotations and offers for Works/ Projects made by Us are not binding and may always be revoked by Us, even before a period for acceptance has expired.

4.2 The Other Party understands and accepts that We (generally) structure Our work in the phases as described below (4.3-4.6).

4.3 The phases and their specific conditions imply: Sketch phase:

- This phase covers one meeting on the Other Party’s premises/location and two video meetings to deliberate and discuss proposals. Additional meetings will be charged separately (as set out in article 7).

- Once the concept is established, the final design will be worked out in renderings accompanied by a specified budget (to be approved by the Other Party), on the basis of which parties enter into the next phase. The budget is to be considered as a reasonable estimate. The total costs of a Work/Project may be higher (or lower).

Production/ development phase:
- Upon the start of development/ production, a 50% down payment of the agreed budget is due by the Other Party.
- The budget includes a contingency reserve. It is Our aim to have any additional adjustments in this phase fit within the initial budget, yet additional costs may arise during the development phase.
- Additional costs which would lead to a budget overrun shall be communicated to the Other Party in advance at all times.
- Leadtime/ production will start upon Our receipt of the down payment.
- We will update the Other Party on the progress. We may provide visual material to keep the Other Party informed on the process of the production phase.
- Upon completion of the Work/Project, We will notify the Other Party. The Other Party is responsible for the arrangement of the pick up or transport/shipment of the Work/(result of) the Project.
- Before shipping, We will send the Other Party full images of the end result.
- Shipping shall only take place after payment (in full) of the project-budget;
- In case of a choice for a pick up by The Other Party, the Work shall be picked up within eight weeks from Our notification of completion of the Work. The risk of damage, destruction or deterioration of the Work transfers to the Other Party at the moment the Work/(result of) the Project leaves our premises. Should the Work/(result of the) Project not be picked up within eight weeks from notification, We may, after sending the Other Party a second notification stating the expiration of the 8 week- term and giving a final term of 1 week to pick up or arrange the transport for the Work/(result of) the Project, sell the Work/(result of) the Project without any right to compensation and/or refund of the Other Party.

4.4 We reserve the right to cancel a Work/Project and/or terminate the Agreement if the Other Party does not approve within due time the excess of an agreed budget as submitted by Us, as well as in any other event that does not allow Us to continue and/or complete the Work/the Project within the agreed timeframe and/or budget due to circumstances that relate to any imputable acts or omissions of the Other Party or to any fact or circumstance for which the Other Party bears the risk.

4.5 Once the development/ production phase has started, and a Work/Project is cancelled either upon request of the Other Party, or if the Work/Project is cancelled by Us, due to circumstances for which the Other Party is liable and/or bears the risk, such as any default of the Other Party, change of decision making bodies, such

as commissions, board members or key-persons, the following cancellation fee will apply and become due upon.
Notification of the cancellation:

• 40 days or more prior to the (estimated) delivery/ pick-up date; 50% of the set production budget.
• 40 days or fewer prior to the (estimated) delivery/ pick-up date; 100% of the production budget.

The Other Party may cancel the Work/Project without cause at reimbursement of 100% of the production budget.
4.6 A cancellation initiated by the Other Party will only be effective if We receive written confirmation of the cancellation.
4.7 All offers made by Us will remain valid for a period of 6 weeks, unless the offer is revoked by Us at any point of time or another term is communicated. After this period, the offers automatically lapse.
4.8 All offers are based on the information provided to Us and based on the performance of the Agreement by Us under normal circumstances and during the customary working hours, unless explicitly indicated otherwise in writing.
4.9 When the Other Party has already requested third parties to make offers earlier or simultaneously for the same Work, the Other Party shall inform Us thereof whilst stating the name of such third party.
4.10 All offers are based on the assumption of executing the agreement, assignment or activities under common and regular conditions.
4.11 The Other Party cannot derive any rights.

ARTICLE 5. Conclusion agreement

5.1 If an acceptance by the Other Party deviates from Our offer, this is a new offer of the Other Party and considered as a rejection of Our entire offer, even if the deviations are minor ones.
5.2 Orders, (additional) agreements made, alterations and/or representations accepted after the Agreement by Our staff, representatives, salesmen or other intermediaries will not be binding, unless they are confirmed by Us in writing to the Other Party.

5.3 Any amendment, deviation or adjustment of the offer by the Other Party constitutes an dismissal of Our complete offer, which offer therefore no longer applies.
5.4 We have the right to involve third parties for the proper performance of the Agreement, the costs of which involvement will be charged to the Other Party in conformity with the quotations submitted (by Us or subcontractors). If possible, We will inform the Other Party hereof in advance.

ARTICLE 6. Alterations

6.1 If circumstances present themselves during the performance of the Agreement, which obstruct or threaten to obstruct the proper performance thereof, the required measures will be taken in mutual consultation to achieve an undisturbed progress.

6.2 Upon written request of an alteration of the Agreement by the Other Party, including the request for a new/ altered version of the Work/ Project, and/or an extension of the work to be performed by Us, the resulting additional costs are to be borne by the Other Party.

ARTICLE 7. Price

7.1 All prices quoted by Us have been based on the price determining factors known at the time the offer was made. We always have the right to adjust the prices with immediate effect if a statutory price-determining factor should give rise to this.
7.2 The prices quoted by Us will not automatically be applicable for future orders.
7.3 The prices quoted by Us are exclusive of Dutch VAT, delivery costs (including packaging, crating, transport, local customs, import taxes, levies and assembly costs), service costs, installation costs and further costs relating to the sale and/ or delivery and/ or installation of Works/ Projects or to the performance of the Agreement, are for the account of the Other Party and will indemnify and waive Us for the payment of such taxes and levies.
7.4 The prices quoted by Us have been quoted in Euros, unless any other currency is agreed upon in writing; any exchange differences will be at the Other Party's risk, unless agreed otherwise in writing. 7.5 The provisions set out in paragraph 7.1. also apply if the changes in price-determining factors as referred to in said paragraph are due to circumstances that could have been anticipated upon the conclusion of the Agreement.
7.6 If (additional) expenses are incurred due to (additional) requests by the Other Party or circumstances attributable to the Other Party, the Other Party shall reimburse these expenses on the following basis:

- To the extent that they relate to man-hours made by Our production team, a (urgent) rate of € 120.00 per hour will be charged, and € 950.00 per half day for artistic design work additional to the initial design process.

- (Additional) kilometres will be settled at a rate of €0.55 per kilometre. Within 1 hour of travel time, only a km allowance is charged, above that, an hourly rate of €50 p/h ex VAT is charged in addition to a km allowance.

- Storage costs will be calculated at €7.50 per m3 per week, in respect of which one part of a week will be counted as a full week.

7.7 Costs or services that are not covered by the offer made by Us, incurred on the Other Party's instruction, will, if applicable, be reimbursed by the Other Party, in accordance with the rates specified in paragraph 7.6. The same applies for additions to or modifications of the Work/ Project requested by the Other Party, as well as additional representative activities by Us in regard of the Work / Project at the request of the Other Party.

ARTICLE 8. Delivery

8.1 Any delivery, pick-up and/ or installation dates stated on Our side are not considered to be deadline dates, unless agreed otherwise in writing.
8.2 If the exceeding of a delivery, pick-up and/ or installation date is not attributable to Us, the Other Party can never claim any damages or terminate/dissolve the Agreement.

8.3 Should delivery, pick-up and/ or installation of the Works/ Project be delayed or suspended at the request of, or as a result of any default of the Other Party, the Other Party shall compensate Us for any additional costs in accordance with article 7.6.
8.3 The delivery, pick-up and/ or installation dates stated have been based on the prevailing working conditions applicable at the time the Agreement was concluded/ on the data known to Us/ on the

timely delivery of the material and/or component parts ordered by Us for the performance of the Agreement.

ARTICLE 9. Transport

9.1 Unless agreed otherwise in writing, the transport/dispatch or Our Works/(result of) Our Projects will be organised by - and at the Other Party’s account and risk.
9.2 We will determine the manner of packaging of the Works/ Projects, unless agreed otherwise in writing.

9.3 Transport of the work to the place of destination as defined by the Other Party is the Other Party’s risk and account.

ARTICLE 10. Payment

10.1 Settlement of claims the Other Party allegedly has on Us, is excluded.
10.2 Unless otherwise agreed in writing, payment of invoices must be made within 14 days after the date of invoice. All amounts to be paid by the Other Party to Us shall be in Euros.

10.3 Prior to the start of the activities, production and/ or delivery of the work We may require a retainer, deposit, upfront payment of any other security of the total amount (or part of this amount) which is due by the Other Party to Us.
10.4 In the event of late or non-payment the Other Party is in default, a contractual interest will be payable equal to an interest percentage of 1.5% per month or the statutory interest/statutory commercial interest (in case the Other Party is acting in the course of a business), whichever is higher, in respect of which one part of a month will be counted as a full month, as of the first day after expiry of the payment term.
10.5 In the event of late or non-payment, We are entitled to keep the Work/results of the Project at Our studio until payment is taken care of. Storage costs will be at the expense of the Other Party and charged at €7.50 per m3 per week, in respect of which one part of a week will be counted as a full week, as of the first day after expiry of the payment term.
10.6 If payment is overdue, the Other Party is in default and will owe all damages and (extrajudicial collection) costs caused by the non or late payment. In this connection, the extrajudicial collecting costs are fixed at 15% of the amount payable by the Other Party, with a minimum of €1,000.
10.7 In the event of winding-up, insolvency, a bankruptcy petition or for a suspension of payment on the part of the Other Party, any claim We may have on the Other Party on any account whatsoever shall immediately be due and payable.
10.8 Ownership title to the work shall pass to the Other Party at first and after complete payment of all amounts due by the Other Party under the agreement has been received by Us.

ARTICLE 11. Suspension

11.1 We are authorized to suspend or cancel Our performance (including future (partial) deliveries)) if the Other Party fails to fulfil one or more of its obligations under the Agreement, or if circumstances that have come to Our knowledge give Us reason to fear that the Other Party will fail to fulfil its obligations.

11.2 If the Other Party, in spite of having received a written warning from Us, containing a term of at least seven days (for payment or compliance with the Agreement), fails to fulfil its obligations under the Agreement in their entirety or in part, the Other Party is in

default. If in default, we reserve the right to terminate the Agreement with immediate effect, by means of a written notice (per mail or per email) to the Other Party, having the effect that the Other Party can no longer exercise any right from the Agreement, nor can it reclaim any payments already made under the Agreement, and/or hold Us liable for suspension and/or non- performance of Our obligations. In case of termination of the Agreement, We may (at our sole discretion) decide to sell the Work(s) to a third party. In case the proceeds of such sale together with the payments already received by Us, exceed the total amount initially due to Us (the full contractual amount) by the Other Party, including possible extrajudicial collection costs, other costs incurred and/or (interest) damage suffered by Us, We will refund the exceeding amount to the Other Party.

ARTICLE 12. Force Majeure

12.1 ‘Force Majeure’, within the context of these general terms, means: any circumstance not within Our reasonable control leading to a delay or failure in Our performance of the Agreement, including, but not limited to: loss, damage and/or delay during transport, import and export restrictions, actions/measures at customs, extreme absenteeism due to illness, (threats of) war, terrorist activity, strikes, riots, epidemics, pandemics (including COVID), inflation, actions taken by the government and/or public authorities of any kind (including not granting a consent, exemption, approval or clearance), accidents, fires, explosions, storms, floods, earth quakes, or any other natural disaster/act of god.
12.2 In the event of a Force Majeure, We shall not be considered in default in the performance of the Agreement with the Other Party. 12.3 In the event of a Force Majeure, We are entitled to either suspend the performance of the Agreement or to terminate the Agreement in whole or in part, by means of a written notice to the Other Party (per mail or email).
12.4 In the event of a Force Majeure, the Other Party does not have the right to demand compensation (for damages) or performance of the Agreement by Us. The Other Party does also not have the right to dissolve or terminate the Agreement, unless such would be in violation of the requirements of reasonableness and fairness.
12.5 In the event that Force Majeure leads to the definitive impossibility of performing the Agreement on Our part, the Other Party is entitled to terminate the Agreement by means of a written notice to Us (per mail or email), without any right to compensation for damages.
12.6 In case Force Majeure leads to the termination of the Agreement (either by Us or by the Other Party), the Other Party is bound to reimburse the costs incurred by Us in connection with the manufacture of the Work and/or the execution of the Project.

ARTICLE 13. Retention of title

13.1 We shall retain the title to any Works/Projects until the Other Party has fully and correctly complied with all its obligations under the Agreement. The delivery of the Works /Projects does not imply the transfer of title in the event the Other Party has not fulfilled its obligations as described above.

13.2 The Other Party shall not be permitted to sell, pledge or grant a third party any other right in respect of the Works delivered under

retention of title, except within the scope of its normal conduct of business of an acknowledged dealership or gallery.
13.3 If the Other Party fails to fulfil its payment obligations towards Us, or if We have good reason to fear that it will fail to fulfil its obligations, The Other Party shall upon Our first request in writing provide all cooperation necessary to enable Us to regain possession of Our Work(s) within 7 days of our request, in absence whereof the Other Party shall forfeit an immediately payable penalty of 10% of the total amount owed by the Other Party to Us under the Agreement.

13.4 The Other Party shall be under the obligation to insure the Works delivered under retention of title and to keep them insured against fire, vandalism, damage caused by explosion or water, and against theft, and to submit the policies of such insurance to Us for inspection.

13.5 The Other Party shall upon Our first request:
a. pledge to Us any and all claims of the Other Party on insurance companies relating to Work(s) delivered by Us under retention of title in the manner specified in Article 239 of Book 3 of the Netherlands Civil Code.
b. cooperate in any other way with respect to reasonable measures that We wish to take to protect Our title to Objects/ Projects, and which do not unreasonably hinder the Other Party’s conduct of business.

13.6 We are not obliged to indemnify the Other Party in any way against its liability as the holder of the Works/ Projects.
13.7 The Other Party indemnifies Us against claims from third parties against Us, which may be linked to the retention of title, to the Works/Projects delivered under the retention of title, or liability for damage / injury to third parties in the event of incorrect use of the Works/Projects.

ARTICLE 14. Re-sale

14.1 In the event of intention to sell Our Works/Projects, the Other Party shall notify Us in writing (per e-mail to info@maartenbaas.com) immediately at the first possible occasion. 14.2 In the event of a resale to a third party, the Other Party shall notify the third party of the safety instructions provided by Us to the Other Party and of the warnings attached to the separate Works/Projects as well as to fully inform the third party of the risks of using the Works.

ARTICLE 15. Liability

15.1 We shall never be liable for any direct or indirect damage of the Other Party, including all damage to the Works/Project and/or all related damage of/by third parties, unless it is a matter of intent or gross negligence on Our part.

15.2 Our liability towards the Other Party will be restricted to the purchase price of the Object/ Project with due observance of Article 15.5.
15.3 We shall not be liable for any damage or loss, consequential or otherwise sustained by the Other Party or third parties due to the use of Works/Projects supplied by Us or due to any other use that is validated in these General Terms & Conditions.

15.4 In the event that We would, in contravention of Article 15.1, be responsible for any damage, Our liability will always be limited to direct damage to property or persons and will never extend to any loss of profit or other consequential damage, including loss of

income. This damage will not be compensated, however, if the Other Party has dissolved the Agreement. The said direct damage is exclusively understood to mean:

a. The reasonable costs to be incurred by the Other Party to cause Our performance to be in compliance with the Agreement.
b. The reasonable costs incurred for establishing the cause and scope of the damage, insofar as such establishment relates to the direct damage within the meaning of these

terms;
c. The reasonable costs incurred to prevent or limit the damage, insofar as the Other Party can prove that these costs have resulted in limiting the direct damage within the
meaning of these general terms.

15.5 In the event that We may, contrary to the provisions set out in Article 15.1, be liable for any damage, Our liability shall further be limited to the price at which the Other Party has bought the Work that caused the damage or the amount paid by the Other Party for the order, but at any rate at most up to the amount paid out by Our liability insurer in the relevant case.

15.6 Unless contradictory to compulsory law, Our liability lapses in any case by the expiry of 1 year as of the date the contract is completed.

ARTICLE 16. Indemnification

16.1 The Other Party shall indemnify Us against any third-party claims that are in any way connected to (the use of) Our Works/Projects in any other way than is validated in these General Terms & Conditions, unless such claims would be the consequence of intent or gross negligence on Our part.

16.2 Particularly, the Other Party shall indemnify Us against third party claims that are the consequence of changes or additions that have been performed after delivery by Us and for damage or loss due to wrongful or careless use of the Works/Projects.

ARTICLE 17. Termination/Dissolution

17.1 If the Other Party fails to fulfil, or fails to fulfil in a proper and timely manner, in spite of a notification by Us stating a reasonable period for compliance, any obligation, whether relating to payment or otherwise arising under any Agreement concluded with Us, as well as in the event of a (the filing of a petition for) suspension of payment or bankruptcy, guardianship order or winding-up of the Other Party’s business, We will have the right, without intervention of the court and without an additional and/or explicit notice of default being required, to terminate/dissolve the Agreement or any part thereof by a mere written statement.

17.2 Following the termination/dissolution, the Other Party will be liable for the damage sustained by Us, including interest, loss of profit, collecting costs and transport charges.
17.3 We have the right at all times to require that the Other Party provides security, in any form whatsoever, for the fulfilment of all its obligations under the Agreement. If the Other Party fails to act on Our request to provide security, We have the right to terminate/dissolve the Agreement based on article 4 and/ or to suspend Our obligations.

ARTICLE 18. Intellectual property rights

18.1 Any and all rights of intellectual or industrial property to all Works/ Projects developed or delivered under the Agreement, including but not limited to: drawings, pictures, designs, calculations, analyses, documentation, reports, offers, and preparatory material, will exclusively be vested in Us or Our licensors. The Other Party only acquires the powers explicitly granted under these General Terms & Conditions or otherwise granted in writing.

18.2 The entering into an Agreement and/or the delivery of Our Works/ Projects do not include a transfer of intellectual property rights to the Other Party.
18.3 The Work is, unless otherwise agreed in writing, exclusively intended for private use.

18.4 The Other Party shall not reproduce the Works/Projects, make copies thereof, show them and/or make them available to third parties or use them in another manner than explicitly consented by Us in writing. In case of any agreed use of Our Works/ Projects by the Other Party, the Other Party shall expressly and in a clear manner mention the name of Maarten Baas as the maker of the work.

18.5 Unless otherwise agreed upon in writing, the Other Party without Our prior expressly written consent is not entitled to sell, alter the Work/Projects made by Us for public and/or semi-public use in any way, or to give it another function or use it for other purposes than indicated by Us.

18.6 Without prejudice of claiming damages and/ or compensation by Us a violation of this article shall rise a penalty as of right, with immediate effect, and not subject of any judicial intervention, of an amount of €10,000 per violation and/ or per day during which the violation continues.

18.7 Any publications in which any title of the Work/Project and the name of "Baas" and/ or "Maarten Baas" will be used, always require our prior written consent. We shall be available for mutual consultation with regard to the intended external communication in media such as invitations, in other printed matter and/or in digital publications or references.

18.8 The Works/ Projects developed or delivered by Us do, to the best of Our knowledge, not constitute an infringement of any intellectual or industrial property rights held by third parties. We shall indemnify the Other Party in this respect subject to the conditions that (i) the Other Party forthwith informs Us in writing (per e-mail) and in maximum detail of such claim and (ii) leaves the proceedings, including the making of amicable settlements, exclusively to Us and (iii) cooperates and provides Us with all required support to terminate an alleged infringement, defend Ourselves against any claim and/or to limit any damage.

18.9 If it has been established in a final and binding judgment of the court that a third-party claim of infringement of intellectual or industrial property rights is justified, We may, at Our sole discretion and at Our expense, (a) acquire such rights, in order to enable the Other Party to continue the use of the Work/ Project delivered by Us, (b) to alter the Work/ Project in such manner that it does not constitute an infringement any longer, or (c) to terminate/dissolve the Agreement and refund the price paid by the Other Party, whilst deducting a reasonable user’s fee.

18.10 The Other Party warrants Us, that the material disclosed or provided to Us by the Other Party, including but not limited to

drawings, pictures, calculations and designs, does not constitute an infringement of intellectual or industrial property rights, and it shall indemnify Us against any and all third-party claims in this respect. 18.11 This Article shall survive termination or dissolution of the Agreement.

18.12 The Other Party may only invoke the rights set out in this Article if it has fulfilled all its obligations vis-à-vis Us.

ARTICLE 19. Non-disclosure

19.1 All Confidential Information will be treated as confidential by the Other Party and this information shall not be disclosed or made available by the Other Party to any third party without Our written confirmation obtained in advance.

19.2 Confidential Information may be disclosed by the Other Party only to those of its employees, who reasonably need to take note of the Confidential Information. The Other Party will impose upon these employees the same duty of confidentiality, as the duties arising under this Art. 19.

19.3 The Other Party shall not use the Confidential Information for any other purpose than the purpose for which it was provided by Us and shall not use it in any other manner than indicated by Us.
19.4 This Article does not apply if the Confidential Information:

a. was already in the Other Party’s possession before the Other Party received the Confidential Information from Us;
b. has already become part of the public domain at the date of receipt of the Confidential Information by the Other Party;

c. must be disclosed under a ruling of the court.
19.5 This Article will survive termination of the Agreement, without time limit.
19.6 In the event of s breach of any obligation set out in this Article, the Other Party shall forfeit a penalty of €5.000,00/ day, that will be due for immediate payment for each breach, or at Our discretion, for each day the breach continues. This penalty is without prejudice to Our right to compensation for any damage suffered by Us in connection with the breach of the obligations in this Article.

ARTICLE 20. Warranty & defects

20.1 Works/ Projects have a two-year warranty on manufacturers defects. We warrant that Our Works/Projects will be free from defects in material and workmanship for use as objects of art for two years after date of purchase. We reserve the right, prior to having any obligation under this limited warranty, to inspect the damaged Work/Project, and all costs of shipping or inspection on site shall be borne solely by the Other Party. In order to recover under this limited warranty, the Other Party must make claim to Us in writing within eight (8) days of the discovery of the defect or the day when the defect should reasonably have been discovered by the Other Party. Should (parts of) the Works/ Projects be found to be faulty, We shall deliver the repaired and/or replaced (parts of) the Works/ Projects to the original destination at Our own cost and shall reimburse the Other Party for return delivery costs incurred.

20.2 We shall not be held responsible for any damages caused by faulty installation by the Other Party or third party, or fault maintenance performed by the Other Party or third party, without the prior written consent of Us (for said installation or maintenance). Furthermore, We shall not be held responsible for any faulty repairs made by the Other Party or third party, or

damages due to any inappropriate use other than use as an object of art, vandalism or damages resulting from normal wear and tear. 20.3 We shall at Our sole discretion, repair or replace defective units covered by the warranty. In order to keep this limited warranty in effect, the Work/ Project must have been treated correctly and in compliance with these General Terms & Conditions.

20.4 After the warranty has expired, any repair or replacement (software/ hardware) will be offered at cost price + 15% margin + shipping costs.
20.5 A multi-year maintenance contract is offered on request, based on the final completion of the Work/Project.

ARTICLE 21. Miscellaneous

21.1 By accepting an offer/ quotation or making a payment of Our invoice the Other Party acknowledges having read, understood and accepted these Terms and Conditions in full, and agrees to be legally binding by these Terms and Conditions.

21.2 All of Our Works / Projects are delivered to a high standard. The Other Party is obligated to preserve and maintain Our Works in good condition, ensuring that the reputation of the maker is not compromised.
21.3 The Other Party agrees that We reserve the right to include any Works/ Projects done for the Other Party in Our portfolio.
21.4 We reserve the right to alter these Terms and Conditions at any time without prior notice.

ARTICLE 22. Disputes and applicable law

22.1 All agreements to which these General Terms & Conditions are applicable in their entirety or in part, shall be governed by the law of the Netherlands.
22.2 Any disputes arising from offers and agreements, howsoever named, shall be submitted to the court having jurisdiction in ’s- Hertogenbosch, the Netherlands, whilst excluding any other court.