Article 1. Definitions.

In these terms and conditions, the following terms are used in the following meaning unless explicitly stated otherwise:

SPK Management Services:

SPK Management Services and/or its affiliated (legal) entities;

Customer:

The counterparty of SPK Management Services;

Goods:

the goods produced by SPK Management Services on behalf of the Customer;

Agreement:

Any agreement between SPK Management Services and the Customer;

Article 2. General

2.1 The provisions of these terms and conditions apply to every offer, reservation, quotation, agreement, and any other legal relationship between SPK Management Services and the Customer, to the extent that these terms and conditions have not been expressly and in writing deviated from by the parties

2.2 The applicability of the customer's general terms and conditions is expressly excluded unless the parties have agreed otherwise in writing.

2.3 If SPK Management Services enters into agreements with the Customer more than once, these terms and conditions shall apply to all subsequent agreements, whether or not they have been explicitly declared applicable.

2.4 If one or more provisions in these terms and conditions are null and void or may be annulled, the remaining provisions of these terms and conditions remain in effect.

Article 3. Offers, Quotations, and Agreements

3.1 All offers, reservations, or quotations from SPK Management Services, in any form, are without obligation, unless a deadline for acceptance is mentioned in the offer.

3.2 If an offer, reservation, or quotation contains a deadline for acceptance, an agreement is concluded by the full, written, and unconditional acceptance by the Customer of that offer or quotation within the set timeframe. For deliveries or work for which, by their nature and/or scope, no quotation or order confirmation is sent, the invoice is also considered an order confirmation, which is deemed to accurately and completely represent the agreement. In all other cases, an agreement is only concluded by a written confirmation from SPK Management Services.

3.3 If a natural person concludes an agreement on behalf of or for the account of the Customer, he/she declares, by signing the agreement, to be authorized to do so. This person is jointly and severally liable for all obligations arising from the agreement.

3.4 The prices in the offers and quotations are in Euros, excluding VAT and other government levies, unless explicitly stated otherwise.

3.5 If the acceptance deviates from the offer included in the quotation, SPK Management Services is not bound by it. The agreement is not concluded in accordance with this deviating acceptance unless SPK Management Services indicates otherwise.

3.6 A composite quotation does not oblige SPK Management Services to perform part of the obligations included in the quotation for a corresponding part of the price stated.

3.7 Offers or quotations are not valid for follow-up orders.

Article 4. Performance of the Agreement

4.1 SPK Management Services is authorized to involve third parties for the proper performance of the agreement. If possible, she will consult with the Customer about this.

4.2 SPK Management Services is not liable for damages of any kind due to her reliance on accurate and/or complete data provided by the Customer.

4.3 If SPK Management Services has to manufacture goods or has manufactured them based on ideas, designs, drawings, animations, models, products, etc., provided by the Customer, the Customer guarantees that the manufacture of those goods does not infringe on any third-party patent(s), trademark(s), design right(s), or any other rights, and fully indemnifies SPK Management Services in and out of court for any claims made against SPK Management Services.

4.4 If a third party objects to the manufacture and/or delivery of goods based on any alleged rights, SPK Management Services is entitled to immediately cease the manufacture and/or delivery and demand reimbursement of the costs incurred from the Customer, without prejudice to SPK Management Services' claims for compensation from the Customer, without SPK Management Services being obliged to any compensation to the Customer.

4.5 In the case of the manufacture of goods based on SPK Management Services' ideas, designs, drawings, animations, models, products, etc., the intellectual and/or industrial property rights will at all times remain with SPK Management Services.

4.6 SPK Management Services may present the goods delivered to the Customer for production in a prototype for approval. The Customer must explicitly indicate if this is necessary.

4.7 The goods delivered by SPK Management Services may contain traces of materials other than the material from which the goods are manufactured. SPK Management Services is not liable for any damage that may be caused by this.

Article 5. Transport, Risk, and Delivery

5.1 Delivery is made ex warehouse. The transport and packaging costs are borne by the Customer, unless otherwise agreed. In the event of transport at the expense of SPK Management Services, damage and/or defects that can be detected upon delivery of the goods must be immediately noted on the bill of lading or delivery note, otherwise SPK Management Services is not liable for any damage that is reported later.

5.2 The risk of loss or damage to the goods produced by SPK Management Services for the Customer transfers to the Customer at the time when these goods are delivered to the Customer or a third party designated by the Customer.

5.3 The Customer is obliged to accept the goods produced by SPK Management Services when SPK Management Services delivers, delivers to the Customer, or makes them available according to the agreement.

5.4 If the Customer refuses acceptance or is negligent in providing information or instructions necessary for delivery, SPK Management Services is entitled to store the goods for the Customer's account and risk.

5.5 If SPK Management Services requires data from the Customer for the execution of the agreement, the delivery time commences after the Customer has provided this information to SPK Management Services.

5.6 If SPK Management Services has provided a delivery time, it is indicative. A specified delivery time is never a strict deadline.

5.7 SPK Management Services is entitled to deliver the goods in parts unless otherwise agreed, or if partial deliveries do not have an independent value. SPK Management Services is entitled to invoice partial deliveries separately.

5.8 A consignment note enclosed with the delivery of the goods is deemed to accurately represent the delivered quantity unless the Customer notifies SPK Management Services of any objections in writing within 2 days of delivery. In that case, the Customer has no right to suspend the payment.

Article 6. Inspection and Complaints

6.1 The Customer is obliged to inspect the delivered goods and the packaging at the time of delivery, or to carry out this inspection within 7 days after SPK Management Services has notified the Customer that the goods are at the Customer's disposal. The Customer must determine whether the quality and quantity of the delivered goods correspond to what has been agreed or meet the requirements set in the normal course of (trade) transactions.

6.2 Visible and easily noticeable defects, as well as not easily noticeable but readily discoverable defects, must be immediately noted on the bill of lading or delivery document. Not easily noticeable and not easily discoverable defects must be reported to SPK Management Services in writing within 14 days after the Customer has discovered or could have discovered them, with a precise description of the defects.

6.3 SPK Management Services must be given the opportunity to check the submitted claims.

6.4 Small deviations within generally accepted tolerance limits do not entitle the Customer to file a complaint.

6.5 If claims are filed in a timely manner and if the claims are, in the opinion of SPK Management Services, valid, SPK Management Services will rectify the shortcomings or defects within a reasonable period or replace the delivered goods. However, the Customer remains obliged to pay for the delivered goods and fulfill all other obligations.

6.6 If the claims, in the opinion of SPK Management Services, are not valid, the Customer is obliged to compensate SPK Management Services for the reasonable costs related to the investigation of the claims.

6.7 If a claim is not submitted in a timely manner or if the Customer has used the goods by SPK Management Services or stored them, the goods are deemed to have been delivered properly.

Article 7. Fees, Price, and Costs

7.1 SPK Management Services is authorized to charge a down payment of 10 to 50% of the agreed price before delivery or to demand full prepayment.

7.2 If one of the cost-determining factors, including social charges, VAT, exchange rates, wages, prices of raw materials, semi-finished products, or packaging material, etc., changes in the period between the offer or quotation and the delivery, SPK Management Services is entitled to increase the price accordingly, regardless of whether the cost increase was foreseeable.

7.3 SPK Management Services annually indexes based on real cost increases and inflation adjustments.

Article 8. Payment

8.1 Payment must be made within 14 days from the invoice date in the currency in which the invoice was issued, in a manner indicated by SPK Management Services. Objections to the amount of the invoices do not suspend the payment obligation.

8.2 If the Customer is in default with payment within the 14-day term, the Customer will automatically be in default. The Customer is then liable to pay statutory commercial interest under Article 6:119a of the Dutch Civil Code.

8.3 In case of liquidation, (application for) bankruptcy, seizure, or (provisional) suspension of payment by the Customer, the claims of SPK Management Services against the Customer are immediately due and payable.

8.4 If the Customer is in default or in arrears in the (timely) performance of its obligations, all reasonable costs to obtain payment will be for the account of the Customer.

8.5 SPK Management Services is authorized, and the Customer is obligated, to provide sufficient security for performance in the form desired by SPK Management Services, including the pledging of goods, as long as the Customer has not fully complied with any obligation towards SPK Management Services or if SPK Management Services has reasonable grounds to fear that the Customer will not fulfill its obligations promptly. If the Customer does not provide this security, SPK Management Services is entitled to dissolve the agreement, and the Customer is obligated to compensate all damage suffered by SPK Management Services.

Article 9. Retention of Title

9.1 All goods produced and delivered by SPK Management Services to the Customer remain the property of SPK Management Services until the Customer has fully and properly fulfilled all its obligations towards SPK Management Services.

9.2 The Customer is authorized to sell or process the goods subject to the retention of title in the normal course of its business. The Customer is not authorized to pledge the goods subject to the retention of title or encumber them in any other way.

9.3 In the event that SPK Management Services wants to exercise its ownership rights as described in this article, the Customer now gives unconditional and irrevocable consent to SPK Management Services or those designated by SPK Management Services to enter all places where the properties of SPK Management Services are located and to take back those goods.

Article 10 - Suspension and Termination

10.1 In addition to the options provided by law, SPK Management Services is authorized to suspend the performance of obligations or terminate the agreement if circumstances that have come to the attention of SPK Management Services after the conclusion of the agreement provide good reason to fear that the Customer will not, not in a timely manner, or not fully perform its obligations. In case there are good reasons to fear that the Customer will only partially or improperly perform, termination is only permitted to the extent that the deficiency justifies it.

10.2 Furthermore, SPK Management Services is authorized to terminate the agreement (or have it terminated) if circumstances arise of such a nature that the performance of the agreement is impossible or can no longer be demanded according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered continuation of the agreement cannot reasonably be expected, without SPK Management Services becoming liable to the Customer.

10.3 If the agreement is terminated, SPK Management Services' claims against the Customer become immediately due. If SPK Management Services suspends the performance of obligations, it retains its rights under the law and the agreement.

10.4 SPK Management Services always reserves the right to claim compensation.

Article 11 - Liability

11.1 If SPK Management Services were to be liable, its liability is at all times limited to what is determined in this article.

11.2 SPK Management Services is only liable in case of intent or willful recklessness on its part. SPK Management Services is never liable for indirect damages, including consequential damages, loss of profits, savings, and damages due to business interruption.

11.3 In the execution of the agreement, SPK Management Services will apply all due care and expertise that can reasonably be expected of it. SPK Management Services is never liable for damages of any kind, caused by it relying on models, molds, calculations, drawings, or other data provided by the Customer.

11.4 If SPK Management Services is liable, its liability is limited to a maximum amount equal to the invoice amount related to the part of the agreement to which the proven liability applies.

11.5 SPK Management Services is never liable for damages resulting from advice provided. Advice is always given based on the facts and circumstances known to SPK Management Services and in mutual consultation, with the Customer's intention as the guiding principle.

11.6 Any damage claims must be reported to SPK Management Services in writing, without delay but no later than within five working days of the occurrence of the damage. The Customer must, under penalty of forfeiture, initiate legal proceedings against SPK Management Services within six months of holding SPK Management Services liable.

Article 12 - Force Majeure

12.1 SPK Management Services is not obliged to fulfill any obligation if it is hindered from doing so as a result of circumstances that are not due to gross negligence or intent on the part of SPK Management Services, and which, pursuant to the law, a legal act, or generally accepted standards, are for its account.

12.2 Force majeure, as used in these general terms and conditions, is understood to mean, in addition to what is understood by it in the law and jurisprudence, all external causes, foreseen or unforeseen, over which SPK Management Services cannot exert any influence, but which prevent SPK Management Services from fulfilling its obligations. Shortage of raw materials, machinery breakdown, labor strikes in the company of SPK Management Services, illness of its personnel, theft, traffic obstructions, frost, rain, and disruptions in the supply of materials by suppliers are included.

12.3 SPK Management Services also has the right to invoke force majeure if the circumstances that prevent (further) performance occur after SPK Management Services should have fulfilled its obligation.

12.4 During the period that force majeure continues, SPK Management Services can suspend the obligations from the agreement without any obligation to pay compensation, on whatever grounds, to the Customer. If this period lasts longer than three months, SPK Management Services is entitled to terminate the agreement, without any obligation to pay compensation, on whatever grounds, to the Customer.

12.5 Insofar as, at the time of the occurrence of force majeure, SPK Management Services has partially fulfilled its obligations from the agreement or will be able to fulfill them, and independent value is attributed to the fulfilled or fulfillable part, SPK Management Services is entitled to separately invoice the part already fulfilled or to be fulfilled. The Customer is obliged to pay this invoice as if it were a separate agreement.

Article 13 - Disputes

The court in the Rotterdam Rijnmond district of SPK Management Services is exclusively competent to take cognizance of disputes.

Article 14 - Applicable Law and Translation

14.1 Dutch law applies to every agreement between SPK Management Services and the Customer and to every legal relationship between them. The applicability of the 1980 Vienna Sales Convention (Convention on the International Sale of Goods 1980) is explicitly excluded.

14.2 The Dutch text of these general terms and conditions is binding.