General terms and conditions of the private limited liability company Splash Design B.V., registered in the Trade Register of the Chamber of Commerce under number 16085043 (hereinafter referred to as: "Splash Design"). Splash Design can be reached at T: +31 (0)413 389 089, F: +31 (0)413 389 080 and E:[email protected].

In these general terms and conditions, the (legal) persons and companies that intend and/or bring about an agreement with Splash Design are referred to as 'Customer'.

These general terms and conditions have been filed with the Trade Register of the Chamber of Commerce.

ARTICLE 1 : APPLICABILITY

1.1     These general terms and conditions apply to all offers and quotations provided by Splash Design to the Buyer, to all agreements entered into by/with Splash Design and all resulting or related legal relationships, as well as to all legal acts, deliveries and work performed by Splash Design for the Buyer, unless explicitly agreed otherwise in writing between the parties.

1.2     Deviations and additions to these general terms and conditions shall only bind Splash Design if and insofar as they have been agreed in writing. Any terms and conditions applied by the Customer are explicitly rejected by Splash Design, except for explicit written acceptance thereof in the context of a specific transaction. Acceptance in this manner of the applicability of such terms and conditions shall under no circumstances mean that such terms and conditions (will) also apply to other transactions between Splash Design and the Customer.

1.3     Nullity or nullification of one or more provisions of these general terms and conditions does not affect the applicability of the remaining provisions. Splash Design and the Customer shall in such case consult with each other to replace the void or nullified provisions with provisions that are as close as possible to the purpose and meaning of the void or nullified provision.

ARTICLE 2 : OFFER & CONCLUSION OF AGREEMENT

2.1     All offers are made without obligation and may be revoked, withdrawn or amended by Splash Design within 5 (in words: five) working days of Splash Design becoming aware of the Customer's acceptance of the offer. Errors in an offer and (general) information not exclusively addressed to the Customer do not bind Splash Design and do not lead to Splash Design's liability.

2.2     Agreements are established only by one of the following events:

• Written acceptance or execution on the part of Splash Design of an order placed (orally) by the Customer;
• Unconditional acceptance by Customer of a quotation from Splash Design;
• Signing of agreement on behalf of Splash Design and by or on behalf of Customer.

2.3      Only the written acceptance or agreement signed by both parties referred to above in Article 2.2 or Splash Design's quotation, respectively, shall be deemed to correctly reflect the content of the agreement.

2.4      Changes and/or additions to the agreement are only valid after those changes and/or additions have been accepted by Splash Design in writing or by Splash Design executing the order in accordance with the changes and/or additions.

2.5      The Customer is irrevocably bound by the agreement after acceptance.

2.6      All prices in the catalogue are recommended retail prices including VAT in euros and are valid from 1 January 2023. All prices quoted before 1 January 2023 are herewith cancelled. In principle, the Customer is permitted to deviate from the aforementioned recommended prices. The prices in the said offers and quotations are exclusive of VAT and other government levies as well as shipping and any transport and packaging costs, unless explicitly stated otherwise.

2.7      If items are delivered, Splash Design will charge the Customer for delivery costs as follows:

2.8     If a sample or model has been shown or provided to the Customer, it is presumed to have been provided only as an indication without the case having to correspond to it, unless it is expressly agreed that the case will correspond to it.

2.9     Splash Design is permitted to discontinue general discount promotions at any time without giving reasons. Individually provided discounts to the Customer are valid for 30 (in words: thirty) days and are always extended by right by 30 (in words: thirty) days, unless Splash Design notifies the Customer prior to a subsequent extension that no extension will take place.

ARTICLE 3 : DELIVERY AND PASSING OF RISK

3.1     After acceptance of a Customer's order, Splash Design will deliver the products in accordance with the accepted order. Splash Design is authorised to deliver in instalments.

3.2     Delivery takes place at the address specified by the Customer. The Customer is obliged to take delivery of the purchased products and must be available for delivery at all times, unless expressly agreed otherwise in writing. Risk transition takes place the moment Splash Design offers the products for delivery at the address specified by the Buyer, even if the Buyer does not take delivery for whatever reason. All costs incurred in vain by Splash Design in connection with the offer and any further costs of transport, safekeeping and storage shall be borne by the Customer.

3.3     If and insofar as the Customer collects the products from Splash Design's production site, risk transfer takes place at the time the products leave Splash Design's production site.

3.4     The agreed or stated time of delivery by Splash Design is purely indicative and never to be considered a deadline, unless explicitly agreed otherwise in writing. Simply exceeding the delivery time therefore does not constitute default or liability for damages on the part of Splash Design. Splash Design will inform the Buyer of the actual delivery date when this has been determined by Splash Design. If Splash Design delivers the order in instalments, Splash Design will inform the Customer of the delivery date of each of the instalments.

3.5     In the event of a delay in delivery in relation to the established delivery date referred to in the previous paragraph, Splash Design will inform the Customer accordingly. The agreement cannot be annulled or dissolved by the Customer due to exceeding the delivery date, unless Splash Design still fails to deliver within a final delivery date notified in writing by the Customer after the delivery date has expired, except in the case of force majeure.

3.6     Splash Design is not liable for delay, non- or incorrect delivery as a direct or indirect consequence of force majeure. Force majeure includes any circumstance beyond the will and control of Splash Design, which prevents the normal performance of the agreement or interferes with it to such an extent that it cannot reasonably be required of Splash Design, such as, amongst others, strike, illness and/or excessive absenteeism lack of people, raw materials and/or materials, government measures including import and export measures, shortcomings on the part of third parties engaged by Splash Design (including suppliers), defects in and/or damage to means of production, transport impediments and/or traffic disruptions, etc. Splash Design can also invoke force majeure if the circumstance in question has occurred after Splash Design should have delivered.

3.7     A compound quotation does not oblige Splash Design to deliver part of the items included in the offer or quotation at a corresponding part of the quoted price.

3.8     If Splash Design requires information from the Customer in the context of implementing the agreement, the delivery time commences after the Customer has made such information available to Splash Design.

3.9     The Customer is not permitted to (re)sell products originating from Splash Design on third-party online platforms, including but not limited to, E-Bay, Amazon, Marktplaats and Kapaaza.

ARTICLE 4 : INSPECTION AND COMPLAINTS

4.1     The Customer is obliged to check the products delivered by Splash Design upon delivery. Complaints regarding defects regarding the delivered products must be submitted in writing by the Customer to Splash Design no later than 24 (in words: twenty-four) hours after receipt of the products, failing which the Customer shall be deemed to have accepted the products

4.2     If a complaint is deemed valid by Splash Design and Splash Design is responsible for the non-conformity or damage to the products, Splash Design will, at its own discretion, either replace the delivered products or credit (part of) the purchase price paid by the Customer, taking back the delivered products. Splash Design shall have no other obligation or liability to the Customer in respect of nonconforming products than as stated in the previous sentence.

4.3     Splash Design is entitled to conduct its own investigation into the nature, scope and cause of an alleged shortcoming, in which case the Customer is obliged to provide full cooperation, failing which the Customer will not be able to enforce any claims against Splash Design in respect of the alleged shortcomings.

4.4     Filing a complaint does not release the Customer from his payment obligation as referred to in Article 5.

4.5     Minor deviations in quality, quantity, dimensions, colour, size, etc. do not constitute grounds for complaint.

ARTICLE 5 : PAYMENTS

5.1     Splash Design shall send the Customer an itemised invoice in respect of the delivery of products in writing, by e-mail or by letter, on the date of delivery or thereafter. The Customer shall pay invoices within 10 (in words: ten) days of the invoice date, unless explicitly agreed otherwise. Payment shall at all times be made without any discount, set-off or suspension by the Customer on any account whatsoever.

5.2     Unless expressly agreed otherwise, payment shall be made in Euro.

5.3     Splash Design is at all times entitled to require full or partial prepayment for each delivery or partial delivery, or to require the Customer to provide security for the price due to Splash Design, for example in the form of a bank guarantee. If Splash Design has a well-founded fear that the Customer will be unable to meet its financial obligations and the Customer refuses to provide (additional) security, Splash Design is entitled to suspend the implementation of the order, such without prejudice to its statutory rights of suspension. Splash Design is also entitled to apply an order limit.

5.4     If any amount owed to Splash Design is not paid (on time), the Customer will be in default by operation of law by the mere expiry of the applicable term of payment, without a demand for payment and/or notice of default being required, and Splash Design will be entitled to increase the overdue amount by default interest of 2% per month and the statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code, calculated from the invoice date until the time of full payment. For calculating the interest, the overdue amount shall be increased each time after the end of a month by the interest due over that period.

5.5     If the Customer fails to pay an invoice on the due date, Splash Design is entitled to refuse any further delivery of products until payment has been made in full.

5.6     All payments received will first be debited to outstanding interest and (extrajudicial) costs and only then to the oldest outstanding invoice for products delivered.

5.7     Splash Design is at all times entitled to set off its obligations to the Customer, in whole or in part, against any claim Splash Design has or will acquire against the Customer at any time, whether or not due and payable, conditionally or under time provisions.

5.8     If the Customer is in default, Splash Design may claim compensation of the extrajudicial (collection) costs, which in that case, in deviation from article 6:96 paragraph 4 of the Dutch Civil Code and in deviation from the Decree on compensation for extrajudicial collection costs, will be set now and in advance at an amount equal to 15% of the total outstanding principal sum with a minimum of € 75.00 (in words: seventy-five euros) for each invoice left unpaid in part or in full.

ARTICLE 6 : WARRANTIES & LIABILITY

6.1      Splash Design guarantees that the delivered products do not contain any serious defects at the time of delivery. Splash Design provides no other warranty, implicit or explicit, in relation to the products.

6.2      If the delivered products do not comply with the guarantee referred to in Article 6.1, Splash Design will, at Splash Design's discretion, replace or repair the products within a reasonable period of time after receiving them, or, if returning the products is not reasonably possible, after written notification regarding the defect by the Customer. Products ordered or delivered incorrectly can only be returned if the incorrect order or delivery is reported to Splash Design by e-mail within a reasonable period of time after receipt thereof by the Customer, and Splash Design has consented to the return shipment in writing. Returns, both in respect of the warranty referred to in Article 6.1 and incorrect orders or deliveries can only take place if (i) they have been submitted via web/RMA and (ii) if they have been returned carriage paid. Returns will be at the expense and risk of the Customer.

6.3      The guarantee referred to herein does not apply when the defect has arisen as a result of injudicious or improper use or when, without Splash Design's written consent, the Customer or third parties have made changes or attempted to make changes to the item or have used it for purposes for which the item is not intended.

6.4      If the guarantee provided by Splash Design concerns a good produced by a third party, the guarantee is limited to that provided by the producer of the good.

6.5      The right to claim on account of a defect lapses one month after the written and motivated notice of default. The legal claim on account of a defect for which Splash Design is liable under this article shall not be admissible if it is instituted, insofar as nothing else has been agreed, later than 6 (in words: six) months from the day on which the agreement was terminated by delivery, dissolution or cancellation.

6.6      Splash Design is not liable for any (in)direct damage of the Customer, including but not limited to trading loss, loss of profit, consequential loss, personal injury, all other forms of financial loss as well as any possible third-party claims, except in the case of intent or deliberate recklessness on the part of Splash Design.

6.7      Splash Design is only liable for damages that are not covered by the Customer's insurance. If and insofar as the Customer has insured any risk associated with the agreement, the Customer is obliged to claim any damages under that insurance and to indemnify Splash Design against recourse claims from the insurer.

6.8      Splash Design's liability in all cases is limited to the net invoice value of the delivered products through which or in connection with which damage has been caused or, if the damage is covered by any Splash Design insurance, to a maximum of the amount actually paid out to Splash Design by the relevant insurer, as the case may be.

6.9      The Customer must report any damage suffered by it to Splash Design in writing as soon as possible but no later than 2 (in words: two) weeks after it has arisen or become known. Damage not reported within this period does not qualify for compensation. In any case, any Customer's claim against Splash Design, except those that have been explicitly accepted by Splash Design, shall lapse by the mere expiry of 12 (in words: twelve) months after it arises.

6.10      The Customer indemnifies Splash Design against claims from third parties regarding intellectual property rights on materials or data provided by the Customer, which are used in the implementation of the agreement. If the Customer provides Splash Design, electronic files or software etc., the Customer guarantees that the information carriers, electronic files or software are free of viruses and other defects.

ARTICLE 7 : CANCELLATION, SUSPENSION & DISSOLUTION

7.1      Splash Design is entitled, without prejudice to its statutory powers, without notice of default and without judicial intervention, to either suspend implementation of the agreement or to dissolve it in whole or in part, such without being obliged to pay any compensation for damage or guarantee, if the Customer fails to meet any obligation arising from the agreement entered into with Splash Design or these general terms and conditions, or fails to do so properly or on time, and if there is serious doubt as to whether the Customer is capable of meeting its contractual obligations towards Splash Design, as well as in the event of bankruptcy, suspension of payments, dissolution or liquidation of the Customer.

7.2      The Customer is not allowed to exchange purchased products, unless expressly agreed otherwise in writing.

7.3      The provisions of these general terms and conditions shall continue to apply in full in the event of dissolution or termination of the agreement.

7.4      With regard to back-order deliveries, these shall be carriage-paid at a total delivery value of € 180.00 excluding VAT. At a lower amount, no automatic delivery will take place. We will then wait for the next order.

7.5      Splash Design is at all times permitted to make deliveries, both from stock and from backorder, to be cancelled.

ARTICLE 8 : RETENTION OF TITLE

8.1      All goods delivered by Splash Design, including any designs, sketches, drawings, films, software, (electronic) files, etc. remain the property of Splash Design until the Customer has complied with all the following obligations under all agreements entered into with Splash Design.

8.2      The Customer is not authorised to pledge or otherwise encumber the goods subject to retention of title.

8.3      If third parties seize goods delivered under retention of title, or wish to establish or assert rights to such goods, the Customer is obliged to notify Splash Design thereof as soon as can reasonably be expected.

8.4      The Customer undertakes to adequately insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection on demand.

8.5      Goods delivered by Splash Design, which fall under the retention of title pursuant to the provisions under article 8.1, may only be sold on within the framework of normal business operations and may never be used as a means of payment.

8.6      In the event that Splash Design wishes to exercise its property rights referred to in this article, the Customer hereby unconditionally authorises Splash Design, or any third parties to be appointed by Splash Design, to enter all those places where Splash Design's property is located and to repossess those goods.

ARTICLE 9 : INTELLECTUAL PROPERTY RIGHTS

9.1     Splash Design is the owner of copyrights and other intellectual property rights in respect of all materials made and to be made by Splash Design, including but not limited to all products offered by Splash Design, with the exception of products that Splash Design distributes (hereinafter: "the Materials"). Splash Design grants the Customer the non-exclusive, non-transferable right to use the Materials for the sole purpose of promoting the sale of products purchased and yet to be purchased from Splash Design. The Customer is not permitted to make any changes to the Materials, including translations of the Materials.

9.2     The Customer is at all times obliged to return the Materials made available by Splash Design at Splash Design's first request. The right to use the Materials referred to in Article 9.1 shall in any case end by operation of law on the first day following the expiry of six months after the last order for products from Splash Design by the Customer, without a new order having been placed for these products.

ARTICLE 10 : CONFIDENTIALITY

10.1    Customer is obliged to keep confidential all confidential information which he obtained from Splash Design under the agreement or from any other source. Information is considered confidential if this has been communicated by Splash Design or if this results from the nature of the information. In any case, the following information is considered confidential: recommended retail prices, the amount of discount negotiated with a Customer as well as Splash Design's stock quantity.

10.2    If the Customer fails to comply or comply properly with the obligations under Article 10.1, and 14 (in words: fourteen) days after having been given notice of default by Splash Design, the Customer still fails to comply with the aforementioned obligations, the Customer shall - without any notice or notice of default being required - forfeit to Splash Design an immediately payable fine of € 4.000.00 for each violation and € 1,500.00 for each day that the violation has continued and continues, all this without prejudice to Splash Design's right to recover from the Customer, in addition to the fine, the damage actually suffered as a result of the non-fulfilment and/or to claim fulfilment of the agreement.

10.3    If, pursuant to a statutory provision or a court ruling, Splash Design is required to disclose confidential information from the Customer to third parties designated by law or the competent court, and Splash Design cannot invoke a legal right to refuse to give evidence or a right recognised or permitted by the competent court, Splash Design will not be obliged to pay compensation or indemnification, and the customer will not be entitled to dissolve the agreement based on any damage resulting from this.

ARTICLE 11 : PROHIBITION ON TAKING OVER STAFF AND SECONDEES

11.1    During the term of the agreement until one year after its termination, the Customer is not allowed to employ or otherwise have employees of Splash Design who were involved in the execution of the agreement work for them.

11.2   In case of secondment, the Customer is not allowed to employ this seconded person(s) during the term of the secondment until one year immediately after the end of the secondment, or to have this person(s) work for him in any other way.

11.3   The Customer forfeits an immediately due and payable penalty amounting to 3 (in words: three) gross annual salaries of the relevant employee or seconded person in the event of breach of the obligation referred to in paragraphs 1 and 2, without prejudice to Splash Design's right to claim damages under the law.

ARTICLE 12 : CHOICE OF LAW AND DISPUTES

12.1    All agreements, legal relationships and work performed by Splash Design for the Customer are exclusively governed by Dutch law, unless has explicitly agreed otherwise. Applicability of the Vienna Sales Convention is expressly excluded.

12.2   Any disputes that may arise as a result or as a consequence of the agreement and/or these general terms and conditions applicable to it, will be settled by the competent court in the Netherlands in the district where Splash Design has its registered office.