General terms and conditions TOKO E-mail: post@tokooo.nl Website: www.tokooo.nl

1. TOKO : Studio Melle Koot, established in Groningen under Chamber of Commerce number 76872939. 2. Customer: the person with whom TOKO has entered into an agreement.
3. Parties: TOKO and customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.

Article 1 – Applicability of general terms and conditions
1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of TOKO.
2. Parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
3. Parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.

Article 2 – Offers and quotations
1. Offers and quotations from TOKO are without obligation, unless expressly stated otherwise.

2. An offer or quotation is valid for a maximum of 1 month_________________, unless a different acceptance period is stated in the offer or quotation.
3. If the customer does not accept an offer or quotation within the applicable period, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed otherwise in writing.

Article 3 – Acceptance
1. Upon acceptance of a non-binding offer or quotation, TOKO reserves the right to withdraw the offer or quotation within 3 days of receipt of the acceptance, without the customer being able to derive any rights from this.
2. Verbal acceptance by the customer only binds TOKO after the customer has confirmed this in writing (or electronically).

Article 4 – Prices
1. All prices used by TOKO are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or otherwise agreed.
2. TOKO may change all prices that TOKO uses for its services, on its website or otherwise made known, at any time.
3. Parties agree on a total amount as a guideline price for a service provided by TOKO, unless parties have expressly and in writing agreed on a fixed price that cannot be deviated from.
4. TOKO is entitled to deviate from the guideline price by up to 10%.
5. If the guideline price is more than 10% higher, TOKO must inform the customer in good time why a higher price is justified.
6. If the guideline price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the guideline price plus 10%.
7. TOKO has the right to adjust the prices annually.
8. TOKO will communicate price adjustments to the customer prior to their entry into force.

9. The consumer has the right to terminate the agreement with TOKO if he does not agree with the price increase.

Article 6 – Payments and payment term
1. TOKO may request a down payment of up to 50% of the agreed amount when entering into the agreement.
2. The customer must have paid payments afterwards within 7 days after delivery.
3. Payment terms are considered fatal payment terms. This means that if the customer has not paid the agreed amount by the last day of the payment term, he is legally in default and in breach, without TOKO having to send the customer a reminder or put him in default.
4. TOKO reserves the right to make a delivery dependent on immediate payment or to demand security for the total amount of the services or products.

Article 7 – Payments and payment term

Article 8 – Consequences of late payment
1. If the customer does not pay within the agreed term, TOKO is entitled to charge the statutory interest of 8% per month for commercial transactions from the day that the customer is in default, whereby a part of a month is counted as a whole month.
2. If the customer is in default, he is also liable to pay extrajudicial collection costs and any compensation to TOKO.
3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. If the customer does not pay on time, TOKO may suspend its obligations until the customer has fulfilled its payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, TOKO’s claims on the customer are immediately due and payable.
6. If the customer refuses to cooperate with the execution of the agreement by TOKO, he is still obliged to pay the agreed price to TOKO.

Article 15 – Reimbursement of delivery costs

Article 18 – Right of suspension
Unless the customer hasn consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 20 – Set-off
Unless the customer is a consumer, the customer waives his right to set off a debt to TOKO against a claim on TOKO.

Article 27 – Insurance
1. The customer undertakes to sufficiently insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft: delivered items that are necessary for the execution of the underlying agreement items of TOKO that are present at the customer items that have been delivered under retention of title
2. The customer will provide the policy of these insurances for inspection at TOKO’s first request.

Article 31 – Warranty
1. When the parties have entered into an agreement with a service-providing nature, this only contains an obligation of effort for TOKO and therefore no obligation of result.

Article 33 – Execution of the agreement
1. TOKO will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. TOKO has the right to have the agreed services (partially) performed by third parties.
3. The agreement will be executed in mutual consultation and after written agreement and payment of any agreed advance payment by the customer.
4. It is the customer’s responsibility that TOKO can start executing the agreement in a timely manner.
5. If the customer has not ensured that TOKO can start executing the agreement in a timely manner, any additional costs and/or additional hours resulting from this will be charged to the customer.

Article 34 – Provision of information by the customer
1. The customer will make all information, data and documents relevant to the correct execution of the agreement available to TOKO in a timely manner and in the desired form and manner. 2. The customer guarantees the correctness, completeness and reliability of the information, data and documents provided, even if these originate from third parties, unless the nature of the agreement dictates otherwise.
3. If and to the extent that the customer requests this, TOKO will return the relevant documents.
4. If the customer does not, does not timely or does not properly provide the information, data or documents reasonably requested by TOKO and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be charged to the customer.

Article 42 – Indemnification
The customer indemnifies TOKO against all claims from third parties related to the products and/or services supplied by TOKO.

Article 43 – Complaints
1. The customer must examine a product supplied or service provided by TOKO as soon as possible for any shortcomings.

2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform TOKO of this as soon as possible, but in any case within 1 month after discovering the shortcomings.
3. Consumers must inform TOKO of this no later than 2 months after discovering the shortcomings.
4. The customer must provide as detailed a description as possible of the shortcoming, so that TOKO is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this may in any case not lead to TOKO being obliged to perform work other than that agreed upon.

Article 44 – Notice of default
1. The customer must notify TOKO of any notices of default in writing.
2. It is the customer’s responsibility to ensure that a notice of default actually reaches TOKO (in a timely manner).

Article 45 – Joint and several liability of the customer
If TOKO enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts that they owe TOKO under that agreement.

Article 46 – Liability of TOKO
1. TOKO is only liable for any damage suffered by the customer if and to the extent that such damage is caused by intent or deliberate recklessness.
2. If TOKO is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.
3. TOKO is never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
4. If TOKO is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance and in the absence of (full) payment of the amount of damage by an insurance company, the liability limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colours, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and cannot give rise to compensation and/or (partial) termination of the agreement and/or suspension of any obligation.

Article 47 – Expiry period
Any right of the customer to compensation from TOKO expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

Article 48 – Right to termination
1. The customer has the right to terminate the agreement if TOKO is culpably in breach of its obligations, unless this breach, given its special nature or minor significance, does not justify termination. 2. If the fulfillment of the obligations by TOKO is not permanently or temporarily impossible, dissolution can only take place after TOKO is in default.
3. TOKO has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill his obligations under the agreement, or if TOKO has become aware of circumstances that give him good reason to fear that the customer will not be able to properly fulfill his obligations.

Article 49 – Force Majeure
1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure by TOKO to fulfill any obligation towards the customer cannot be attributed to TOKO in a situation beyond the control of TOKO, whereby the fulfillment of its obligations towards the customer is wholly or partially prevented or whereby the fulfillment of its obligations cannot reasonably be expected of TOKO. 2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to –: emergency (such as civil war, uprising, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a force majeure situation occurs as a result of which TOKO cannot fulfil 1 or more obligations towards the customer, those obligations will be suspended until TOKO can fulfil them again.
4. From the moment that a force majeure situation has lasted for at least 30 calendar days, both parties may terminate the agreement in writing in whole or in part.
5. TOKO is not liable for any (damage) compensation in a force majeure situation, even if it enjoys any benefit as a result of the force majeure situation.

Article 50 – Amendment of the agreement
1. If, after the conclusion of the agreement, it appears necessary to amend or supplement its content for its execution, the parties shall amend the agreement accordingly in a timely manner and in mutual consultation.
2. The previous paragraph does not apply to products purchased in a physical store.

Article 51 – Amendment of general terms and conditions
1. TOKO is entitled to amend or supplement these general terms and conditions.
2. Amendments of minor importance can be implemented at any time.
3. TOKO will discuss major substantive changes with the customer in advance as much as possible.
4. Consumers are entitled to terminate the agreement in the event of a material amendment to the general terms and conditions.

Article 52 – Transfer of rights
1. Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of TOKO.
2. This provision applies as a clause with property law effect as referred to in article 3:83, paragraph 2, of the Dutch Civil Code.

Article undefined – Consequences of nullity or voidability
1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this will not affect the other provisions of these terms and conditions.
2. A provision that is null and void or voidable will in that case be replaced by a provision that comes closest to what TOKO had in mind when drawing up the terms and conditions on that point.

Article undefined – Applicable law and competent court
1. Dutch law applies exclusively to every agreement between the parties.
2. The Dutch court in the district where TOKO is established / practices / has an office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.

Opgesteld op 11 april 2023.