Terms and Conditions

Article 1 General

1.1. These terms and conditions apply to every offer, quotation, and agreement between Mosaic Friday, hereinafter referred to as "Contractor," and a "Client" to whom the Contractor has declared these terms and conditions applicable, unless expressly deviated from in writing by the parties.

1.2. These terms and conditions also apply to agreements with the Contractor for the execution of which third parties must be involved.
1.3. The general terms and conditions are also written for the employees of the Contractor and its management.
1.4. The applicability of any purchasing or other conditions of the Client is expressly rejected. 1.5. If one or more provisions in these general terms and conditions are wholly or partially nullified or annulled at any time, the remainder of these general terms and conditions shall remain fully applicable. The Contractor and the Client shall then enter into consultations to agree on new provisions to replace the nullified or annulled provisions, taking into account as much as possible the purpose and intent of the original provisions.
1.6. If there is any ambiguity about the interpretation of one or more provisions of these general terms and conditions, the interpretation shall take place 'in the spirit' of these provisions.
1.7. If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation shall be assessed in the spirit of these general terms and conditions.
1.8. If the Contractor does not always require strict compliance with these conditions, this does not mean that the provisions thereof are not applicable, or that the Contractor would lose the right to demand strict compliance with the provisions of these conditions in other cases.

Article 2 Quotations and offers

2.1. All quotations and offers from the Contractor are without obligation, unless a term for acceptance is stated in the quotation. If no acceptance period is stated, no rights can be derived from the quotation or offer in any way if the product or service to which the quotation or offer relates is no longer available in the meantime.

2.2. The Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
2.3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, and administration costs, unless otherwise indicated.

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

2.5. A composite price quotation does not oblige the Contractor to perform part of the assignment at a corresponding part of the price quoted. Offers or quotations are not automatically valid for future orders.

Article 3 Duration of the contract; execution periods, transfer of risk, execution and amendment of the agreement; price increase

3.1. The agreement between the Contractor and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
3.2. If a deadline has been agreed or stated for the execution of certain work or for the delivery of certain items, this is never a strict deadline. If a deadline is exceeded, the Client must therefore notify the Contractor in writing of default. The Contractor must then be given a reasonable period to still fulfill the agreement.
3.3. The Contractor will execute this agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. This is based on the knowledge available at that time.
3.4. The Contractor has the right to have certain work performed by third parties. The applicability of Article 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
3.5. If, in the context of the assignment, work is carried out by the Contractor or by third parties engaged by the Contractor at the location of the Client or at a location designated by the Client, the Client shall provide the facilities requested by those employees at no cost. 3.6. Delivery takes place ex works of the Contractor. The Client is obliged to accept the goods at the moment they are made available to him. If the Client refuses acceptance or is negligent in providing information or instructions necessary for delivery, the Contractor is entitled to store the goods at the Client's expense and risk. The risk of loss, damage, or depreciation passes to the Client at the moment the goods are made available to the Client. 3.7. The Contractor is entitled to execute the agreement in phases and to invoice the part thus executed separately.
3.8. If the agreement is executed in phases, the Contractor may suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
3.9. The Client shall ensure that all data which the Contractor indicates are necessary or which the Client should reasonably understand are necessary for the execution of the agreement, are provided to the Contractor in a timely manner. If the data required for the execution of the agreement have not been provided to the Contractor in a timely manner, the Contractor shall have the right to suspend the execution of the agreement and/or to charge the Client for the additional costs arising from the delay at the Contractor's usual rates.
3.10. If during the execution of the agreement it appears that it is necessary for a proper execution to amend or supplement the agreement, the parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.
3.11. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be influenced thereby. The Contractor shall inform the Client thereof as soon as possible.
3.12. If the amendment or supplement to the agreement has financial and/or qualitative consequences, the Contractor shall inform the Client thereof in advance.
3.13. If a fixed fee has been agreed upon, the Contractor shall indicate to what extent the amendment or supplement to the agreement will result in this fee being exceeded.
3.14. Contrary to paragraph 3, the Contractor shall not be able to charge additional costs if the amendment or supplement is the result of circumstances that can be attributed to the Contractor.

3.15. The Contractor may increase the agreed price if during the execution of the work it appears that the originally agreed or expected amount of work was insufficiently estimated when the agreement was concluded, and this cannot be attributed to the Contractor, and provided that the price increase does not exceed 10% of the originally agreed price. In the event that the price increase exceeds 10%, the Contractor must notify the Client in a timely manner of the price increase and the Client shall have the right to dissolve the agreement. 3.16. The Contractor may increase the agreed price if after the conclusion of the agreement, but before the completion of the work, significant cost-increasing factors arise as a result of government regulations or otherwise, which could not reasonably have been foreseen by the Contractor at the time of the conclusion of the agreement.

3.17. The Contractor may increase the agreed price if the Client requests modifications to the originally agreed specifications or design, whether or not the modifications are desired or required by law, and provided that the price increase does not exceed 10% of the originally agreed price. If the price increase exceeds 10%, the Contractor must notify the Client in a timely manner of the price increase and the Client shall have the right to dissolve the agreement.
3.18. The Contractor may pass on price increases to the Client if the Contractor can demonstrate that significant price increases have occurred between the time of the offer and the execution of the agreement with respect to factors such as, but not limited to, wages, raw materials, and energy.

Article 4 Suspension, dissolution and early termination of the agreement

4.1. The Contractor is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:

• ●  The Client does not or does not fully comply with the obligations under the agreement;

• ●  After the conclusion of the agreement, the Contractor becomes aware of circumstances that give good grounds to fear that the Client will not fulfill his obligations. If good grounds exist to fear that the Client will only partially or improperly fulfill his obligations, suspension shall only be permitted insofar as the shortcoming justifies such action;

• ●  The Client was requested at the time of entering into the agreement to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient;

• ●  Due to the delay on the part of the Client, the Contractor can no longer be expected to fulfill the agreement under the originally agreed conditions. In that case, the Contractor is entitled to dissolve the agreement;

• ●  Circumstances arise of such a nature that fulfillment of the agreement is impossible or that the unaltered maintenance of the agreement cannot reasonably be required of the Contractor.

  4.2. Furthermore, the Contractor is authorized to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or that the unaltered maintenance of the agreement cannot reasonably be required of the Contractor. 4.3. If the agreement is dissolved, the Contractor's claims against the Client shall become immediately due and payable. If the Contractor suspends fulfillment of the obligations, it shall retain its rights under the law and the agreement.

4.4. If the Contractor proceeds to suspend or dissolve, it shall in no way be obliged to pay compensation for damages and costs arising in any way.

Article 5 Force majeure

5.1. The Contractor is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of force majeure.

5.2. Force majeure shall in any case include but shall not be limited to: war, riot, mobilization, domestic and foreign unrest, government measures, strikes within the company of the Contractor or threat of these and similar circumstances, disruptions in the supply of energy, all defects in machinery, not reasonably foreseeable shortcomings in auxiliary materials, semi-finished products, and parts that have been ordered from third parties, as well as other serious disruptions in the company of the Contractor or its suppliers.

5.3. If a situation of force majeure arises as a result of which the Contractor cannot fulfill one or more obligations towards the Client, these obligations shall be suspended until the Contractor can fulfill them.
5.4. From the moment that a situation of force majeure has lasted at least 30 calendar days, both the Contractor and the Client have the right to dissolve the agreement in writing in whole or in part.

5.5. The Client shall be obliged to pay the Contractor for services performed until the moment of force majeure arose.

Article 6 Payment and collection costs

6.1. Payment must be made within 14 days of the invoice date, in a manner to be indicated by the Contractor and in the currency of the invoice.

6.2. Objections to the amount of the invoices shall not suspend the payment obligation. 6.3. If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. In that case, the Client shall owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the amount due and payable shall be calculated from the moment that the Client is in default until the moment of payment of the full amount owed.
6.4. The Contractor has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest that has fallen due, and finally to reduce the principal sum and the accrued interest. The Contractor can, without being in default as a result, refuse an offer for payment if the Client designates a different sequence for the allocation of the payment. The Contractor can refuse full payment of the principal sum if the outstanding and accrued interest and collection costs are not also paid.
6.5. The Client shall never be entitled to set off the amount owed to the Contractor.
6.6. Objections to the amount of an invoice do not suspend the payment obligation.
6.7. If the Client is in default or fails to fulfill one or more of his obligations, all reasonable costs incurred in obtaining payment out of court shall be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to the Rapport Voorwerk II. However, if the Contractor has incurred higher costs for collection that were reasonably necessary, the costs actually incurred shall be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs owed.

Article 7 Liability

7.1. If the Contractor is liable, then this liability is limited to what is arranged in this provision.

7.2. The Contractor is not liable for damage, of whatever nature, caused by the fact that the Contractor has assumed incorrect and/or incomplete data provided by or on behalf of the Client.
7.3. If the Contractor is liable for any damage, the liability of the Contractor is limited to twice the invoice value of the order, at least to that part of the order to which the liability relates. 7.4. In deviation from the provisions of paragraph 3, the liability of the Contractor is in any case always limited to the amount that the Contractor's insurer will pay out in the relevant case.

7.5. The limitation of liability as referred to in paragraphs 1 and 2 of this article shall lapse if the damage is due to intent or gross negligence on the part of the Contractor.

Article 8 Warranty

8.1. The Contractor guarantees that the goods and/or services supplied meet the requirements of usability, reliability, and lifespan as reasonably intended by the parties to the agreement, and therefore guarantees the warranty on the delivered goods and/or services in accordance with the provisions in the offer, the agreement, and these general terms and conditions.

Article 9 Indemnification

9.1. The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the performance of the agreement and which is attributable to the Client.

Article 10 Retention of title

10.1. All goods delivered by the Contractor, which are subject to the retention of title pursuant to article 10, may only be resold in the context of normal business operations and may never be used as a means of payment.
10.2. The Client may never encumber the goods subject to retention of title in any way. 10.3. The Client already now pledges to the Contractor that it will create a non-possessory pledge on the goods delivered subject to retention of title in the sense of article 3: 237 of the Dutch Civil Code, to the extent that the Client has not yet settled the claims of the Contractor.

Article 11 Intellectual property

11.1. The Contractor reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations. The Contractor has the right to use the knowledge gained through the execution of an agreement for other purposes insofar as no strictly confidential information of the Client is disclosed to third parties.

Article 12 Applicable law and disputes
12.1. Dutch law applies to all legal relationships between the Client and the Contractor to which these general terms and conditions apply.
12.2. The court in the Contractor's place of business has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, the Contractor has the right to submit the dispute to the competent court according to the law.
12.3. Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.

Article 13 Location and amendment of terms and conditions

13.1. These terms and conditions are deposited with the Chamber of Commerce 13.2. The latest deposited version or the version as it was in force at the time of the

establishment of the legal relationship with the Contractor shall always apply.
13.3. The Dutch text of the general terms and conditions shall always prevail for the interpretation thereof.