TERMS AND CONDITIONS

Article 1: Definitions

1. Shaka BV, located in The Hague, Chamber of Commerce number 61884405, VAT Number: NL854531610B01, is referred to as the seller in these general terms and conditions.
2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.
3. Parties are the seller and the buyer together.
4. The agreement refers to the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions

1. These terms and conditions apply to all offers, proposals, agreements and deliveries of services or goods by or on behalf of the seller.
2. Deviation from these terms and conditions is only possible if explicitly and in writing agreed upon by the parties.

Article 3: Payment

1. The full purchase price is always paid immediately in the store. For reservations, a deposit is expected in some cases. In that case, the buyer receives proof of the reservation and the advance payment.
2. If the buyer does not pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer has fulfilled their payment obligation.
3. If the buyer remains in default, the seller will proceed with collection. The costs related to this collection will be borne by the buyer. These collection costs are calculated based on the Decree on compensation for extrajudicial collection costs.
4. In case of liquidation, bankruptcy, attachment or moratorium of payment of the buyer, the claims of the seller against the buyer are immediately due and payable.
5. If the buyer refuses to cooperate in the execution of the assignment by the seller, they are still obliged to pay the agreed price to the seller.

Article 4: Offers, quotations and price

1. Offers are without obligation, unless a term of acceptance is mentioned in the offer. If the offer is not accepted within the stipulated term, the offer expires.
2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation in case of exceeding, unless explicitly and in writing agreed upon otherwise by the parties.
3. Offers and quotations do not automatically apply to repeat orders. Parties must explicitly and in writing agree to this.
4. The price mentioned in offers, quotations and invoices consists of the purchase price including the due VAT and any other government levies.

Article 5: Right of withdrawal

1. The consumer has the right to dissolve the agreement without stating reasons within 14 days after receiving the order (right of withdrawal). The period starts from the moment the (entire) order has been received by the consumer.
2. There is no right of withdrawal when the products have been custom-made according to his specifications or have a short shelf life.
3. The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately after the buyer's request.
4. During the cooling-off period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all delivered accessories and - if reasonably possible - in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.

Article 6: Amendment of the agreement

1. If, during the execution of the agreement, it appears that it is necessary to change or supplement the work to be performed for proper execution of the assignment, the parties will adjust the agreement accordingly in good time and in mutual consultation.
2. If the parties agree that the agreement is changed or supplemented, the time of completion of the execution may be affected as a result. The seller will inform the buyer of this as soon as possible.
3. If the change or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in writing in advance.
4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or supplement to the agreement will result in an exceeding of this price.
5. Notwithstanding the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is the result of circumstances attributable to him.
6. "Obvious mistakes or errors in the offer do not bind the entrepreneur." If the buyer can reasonably assume that an item contains a pricing error, Shaka BV reserves the right not to deliver the item.

Article 7: Delivery and transfer of risk

1. As soon as the purchased item has been received by the buyer, the risk transfers from the seller to the buyer.

Article 8: Inspection, complaints

1. The buyer is obliged to inspect the delivered goods at the time of delivery, or at least as soon as possible. The buyer must examine whether the quality and quantity of the delivered goods correspond to what the parties have agreed upon, or at least whether the quality and quantity meet the requirements applicable thereto in normal (commercial) traffic.
2. Complaints regarding damage, shortages or loss of delivered goods must be submitted in writing by the buyer to the seller within 10 working days after the day of delivery of the goods.
3. If the complaint is declared well-founded within the stipulated period, the seller has the right to either repair, re-deliver, or refrain from delivery and send the buyer a credit note for that part of the purchase price.
4. Minor and/or customary deviations in the industry and differences in quality, quantity, size or finish cannot be held against the seller.
5. Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
6. No complaints will be accepted after the goods have been processed by the buyer.

Article 9: Samples and models

1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication without the need for the item to be delivered to conform to it. This is different if the parties have explicitly agreed that the item to be delivered will conform to it.
2. In agreements concerning immovable property, mention of the surface area or other dimensions and indications is also presumed to be intended only as an indication, without the need for the item to be delivered to conform to it.

Article 10: Delivery

1. Delivery takes place 'ex works/store/warehouse'. This means that all costs are for the buyer.
2. The buyer is obliged to take delivery of the goods at the moment the seller delivers them to him or has them delivered, or

at the moment these goods are made available to him according to the agreement.

1. If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for

the delivery, the seller is entitled to store the item at the expense and risk of the buyer.

1. If the goods are delivered, the seller is entitled to charge any delivery costs.

1. If the seller needs data from the buyer for the execution of the agreement, the delivery period commences after the buyer has made this data available to the seller.
2. A delivery period stated by the seller is indicative. This is never a firm deadline. If the period is exceeded, the buyer must give the seller written notice of default.
3. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. When delivering in parts, the seller is entitled to invoice these parts separately.

Article 11: Force majeure

1. If the seller cannot, not timely, or not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damages suffered by the buyer.
2. Force majeure means, in any case, any circumstance which the seller could not take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement cannot reasonably be expected by the buyer, such as, for example, illness, war or danger of war, civil war and riots, molestation, sabotage, terrorism, power outage, flood, earthquake, fire, company occupation, strikes, lockout of workers, changed government measures, transport difficulties, and other disruptions in the seller's business.
3. Furthermore, parties understand force majeure to include the circumstance that supplying companies on which the seller depends for the execution of the agreement do not fulfill their contractual obligations towards the seller, unless this is attributable to the seller.
4. If a situation as referred to above occurs, as a result of which the seller cannot fulfill his obligations towards the buyer, these obligations will be suspended as long as the seller cannot fulfill his obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
5. In case force majeure lasts longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.

Article 12: Transfer of rights

1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision applies as a stipulation with proprietary effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Article 13: Retention of title and right of retention

1. The goods present at the seller's premises and delivered goods and parts remain the property of the seller until the buyer has paid the entire agreed price. Until that time, the seller can invoke his retention of title and take back the goods.
2. If the agreed advance payments are not paid or not paid on time, the seller has the right to suspend the work until the agreed part has been paid. In that case, there is creditor's default. A delayed delivery cannot then be held against the seller.
3. The seller is not authorized to pledge or encumber in any other way the goods subject to his retention of title.
4. The seller undertakes to insure and keep insured the goods delivered to the buyer under retention of title against fire, explosion and water damage, as well as against theft, and to provide the policy for inspection upon first request.
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the seller has the right of retention. The item will then not be delivered until the buyer has paid in full and in accordance with the agreement.
6. In case of liquidation, insolvency or moratorium of payment of the buyer, the obligations of the buyer are immediately due and payable.

Article 14: Liability

1. Any liability for damage, arising from or related to the execution of an agreement, is always limited to the amount paid out in the relevant case by the concluded liability insurance(s). This amount is increased by the amount of the deductible according to the relevant policy.
2. The liability of the seller for damage resulting from intent or deliberate recklessness of the seller or his managerial subordinates is not excluded.

Article 15: Duty to complain

1. The buyer is obliged to immediately report complaints about the work performed to the seller. The complaint must contain as detailed a description of the shortcoming as possible, so that the seller is able to respond adequately to it.
2. If a complaint is well-founded, the seller is obliged to repair and possibly replace the good.

Article 16: Guarantees

1. If guarantees are included in the agreement, the following applies. The seller guarantees that the sold item complies with the agreement, that it will function without defects and that it is suitable for the use that the buyer intends to make of it. This guarantee applies for a period of two calendar years after receipt of the sold item by the buyer.
2. The intended guarantee aims to establish a risk distribution between the seller and the buyer such that the consequences of a breach of a guarantee are always entirely for the account and risk of the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code with regard to a breach of a guarantee. The provisions of the previous sentence also apply if the breach was known to the buyer or could have been known through investigation.
3. The stated guarantee does not apply if the defect has arisen as a result of improper or inappropriate use or if - without permission - the buyer or third parties have made or attempted to make changes or have used the purchased item for purposes for which it is not intended.
4. If the guarantee provided by the seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by that producer.

Article 17: Applicable law and competent court

1. Dutch law exclusively applies to every agreement between the parties.
2. The Dutch court in the district where Shaka BV is located/practices/has its office is exclusively competent to take cognizance of any disputes between the parties, unless the law mandatorily prescribes otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. If in legal proceedings one or more provisions of these general terms and conditions are deemed unreasonably onerous, the remaining provisions will remain in full force and effect.