Terms of delivery
Manimal Works.

Chamber of Commerce No. 24244284 Rotterdam.

Section 1.

A) All offers are without engagement unless expressly agreed otherwise.
B) All estimates with regard to costs that are made orally must be confirmed in writing, where Manimal Works reserves the right to make changes therein if necessary.
C) In case of a composite quotation Manimal Works shall be under no obligation to deliver part of the order at the price quoted for the entire parcel or for such part.
D) An offer cannot be divided into parts by the ordering customer without consultation, unless expressly agreed otherwise.
E) If after an application for a quotation the order is not received, the cost of calculation may be charged to the customer.
F) Making a quotation does not oblige Manimal Works to execute / accept an order, unless expressly agreed otherwise.

Section 2.
Standard Terms
and Conditions

A) The customer should state clearly what the industrial purpose, the location and the quality of the project to be made is and any guarantee and liability promised by Manimal Works shall expire, if the customer or third parties utilise the goods in a manner for which they are not destined or which has not been agreed.
B) In case tenders are invited for the order, the customer shall transfer all the available data for such order. Withholding critical information, whether intentionally or not, shall protect Manimal Works from any form of liability and shall entitle Manimal Works to adjust the price at its own discretion. The customer shall not be allowed to refuse the work done by Manimal Works fully or partly on delivery, if the data provided in the tender appear to have been incorrect or incomplete. Manimal Works reserves the right to repair such faults to the extent possible at a price fixed by Manimal Works. In case no agreement is reached on the total amount for the project in question, Manimal Works shall be free as yet not to execute or to demolish the project, without the customer being able to hold Manimal Works liable for the cost resulting from cancelling the agreement. In addition, the customer undertakes to pay Manimal Works all the cost already incurred for materials ordered and contracted work by third parties, relating to the cancelled order, including part of lost profit of at least 10% of the total amount agreed on the tender.
C. All measurements, volumes and weights of goods produced by Manimal Works shall be looked upon as approximations and never as definite figures, unless expressly agreed otherwise in writing.
D. If Manimal Works is bound by third party terms of delivery, the customer of Manimal Works shall also be bound by such terms.
E. Manimal Works shall at all times have the right to subcontract work to third parties without prior consultation with or approval by the customer.
F. By giving an order for fully or partly reproducing or multiplying an object or part of such object protected by copyright, photographer’s copyright, patent or any other industrial property rights, the customer declares that there is no infringement of third parties’ copyright, photographer’s copyright or industrial property rights. By giving an order for fully or partly reproducing or multiplying an object or part of such object protected by copyright, photographer’s copyright, patent or any other industrial property rights the customer shall protect Manimal Works both judicially and extra-judicially from the consequences – both financial and otherwise – ensuing from such reproducing or multiplying.
G. The copyright of goods made by Manimal Works shall be vested in Manimal Works, unless expressly agreed otherwise in writing. Manimal Works shall always have the right to use visual material of manufactured goods for the purpose of presenting Manimal Works. This applies to contracted projects as well as work performed at an hourly rate (the so-called freelancing). If the customer so desires the name and the purpose and the share of the work of the goods may be mentioned or not.
H. Manimal Works shall have the right to refuse an order without giving reasons therefor.
I. The customer shall have the right to inspect and verify the progress and implementation of the work. If he does not make use of the right to such scheduled checks or does not respond to Manimal Works’ invitation to judge the work as soon as possible, the extra cost of any possible corrections at a later stage may be charged at Manimal Works’ discretion. Manimal Works shall not be liable for any delays or financial consequences resulting from the customer’s not using the scheduled checks, and, in addition, the delay in delivery of the model and possible cost, shall be entirely for the customer’s account.

Section 3.
Retention of Title.

A) All acts of disposition with regard to goods purchased and delivered by Manimal Works, shall be prohibited to the customer, as long as he has not met the terms of payment.
B) Manimal Works shall have the right to reclaim and assume possession of the goods, if the customer does not meet his obligations, if he winds up, if he has filed a petition for or has been granted a moratorium, has been adjudicated bankrupt or his goods have been attached.
C) As long as the customer has not met his payment obligation in accordance with the agreement the two parties have made regarding the manufacture or purchase or sale, the goods – processed or unprocessed – shall remain Manimal Works’ property.

Section 4.
Proprietary Rights.

A) All templates, moulds, drawings and dies used in the manufacture of goods shall remains Manimal Works’ property, unless the customer has supplied them. Manimal Works shall not be obliged to preserve them. If the customer supplies the templates or moulds Manimal Woks shall not be liable for the consequences resulting from any delay, damage or higher cost of material resulting from the use of such items.
B) Manimal Work shall be entitled to sign the work and / or to have its name mentioned in the colophon of the publication or credit titles.
C) Moulds, objects and models destined for internet, photography and/or film or recording on any other optical medium, shall remain Manimal Works’ property, unless expressly agreed otherwise in writing when inviting tenders for the order.
D) Changes and alterations made by the customer to goods delivered in whatever form shall not be permitted without Manimal Works’ written permission.

Section 5.

A)Indien de opdrachtgever de gegeven opdracht geheel of gedeeltelijk annuleert, dient hij alle, met het oog op deze opdracht, reeds gemaakte relevante kosten van voorbereiding, uitbesteed werk, bestellingen e.d. te vergoedden voor de prijs die Manimal Works heeft berekend in de prijsopgaven. Bij de verplichting van de opdrachtgever om de boven genoemde kosten te voldoen komt onverminderd het recht van Manimal Works op vergoeding wegens winstderving en vergoeding door de opdrachtgever van alle overige andere schade voor Manimal Works voortvloeiende uit de bewuste annulering.

Section 6.
Delivery Period.

A) All delivery periods given by Manimal Works shall be an approximation of the time required for executing the order and can never be regarded by the customer as deadlines, unless expressly agreed otherwise. The customer can therefore never claim damages from Manimal Works in the matter.
B) If a specific date of delivery has been agreed, it will be extended automatically if there is delay that cannot be ascribed to Manimal Works, such as strikes, war, impossible weather conditions, lockout, evacuation, threat of war or other circumstances as provided for in "force majeure".
C) If some (imminent) delay occurs that might result in the impossibility to realise the agreed delivery date, Manimal Works shall inform the customer as soon as possible and make an estimate of the period of exceeding the delivery date or seek a solution in co-operation with the customer.
D) When goods ordered cannot be stored, placed or have not been taken delivery of by the customer after expiry of the delivery period, the goods shall be stored at his disposal and for his account and risk.

Section 7.
Extra Work.

A) The work of an order involves only that which has been agreed between the two parties in writing. Extra work before or during the work agreed orally and in writing, shall qualify compensation.
B) Any cost incurred by Manimal Works and relating to the order in question and that is caused without Manimal Works’ fault, can be charged to the customer.

Section 8.
Force Majeure.

A) Disorganisation in the business due to force majeure ((as such shall be regarded inter alia: war, threat of war, riots, mobilisation, floods, catastrophes, closed shipping and other obstructions in transport, or limitation or discontinuance of deliveries by public utilities, shortage of energy, fire, machine breakdown and other accidents (technical, bodily and mental), strikes, lockout, non-delivery of essential materials or semi-manufactures, import or export bans, imposition of levies, measures by third parties, the government or whatever authority, that disturb normal operations and delay the execution of an order within the agreed time or reasonably render it impossible) shall discharge Manimal Works from meeting its earlier agreed obligations regarding the period of delivery or obligation to deliver, without the customer being able in such case to assert any right to compensation of costs, damages and interests.
B) In such cases Manimal Works shall have the right, at its full discretion, to cancel or postpone or adapt the execution of the project until the extraordinary circumstances have been removed or have ceased to exist.
C) In the case of an increase in the prices of work by third parties, materials or goods or services supplied, changes in wages and such circumstances occurring after the acceptance of an order, Manimal Works shall have the right to increase the agreed prices accordingly.

Section 9.

A) Payment shall be made without deducting any discount and within 15 days of the invoice date, unless agreed otherwise.
B) In case the term of payment is exceeded without permission, the customer shall owe 2% of the invoice amount for each month - or part thereof - after exceeding the term of payment.
C) Manimal Works reserves the right to require payment in instalments. The amounts end periods shall be agreed beforehand and shall follow the division of 50%, 25% and 25% as guideline, unless agreed otherwise.
D) All cost of collection as well as all judicial and extra-judicial costs resulting from exceeding the term of payment, together with the principal, shall be fully for the customer’s account.

Section 10.

A) Defects to/in part of the goods delivered shall not give the right to reject the entire parcel or the whole model.
B) Manimal Works may replace defective work by good work. If it can be proved that the resultant delay or costs of transport entail substantial losses, Manimal Works’ liability shall be limited to a maximum of the amount of the invoice for such delivery.
C) The customer shall be obliged to inspect the work or the goods thoroughly for defects immediately on delivery and on finding such defects, inform Manimal Works thereof directly in writing. If the customer has not indicated the defects in writing within 8 days of the day of delivery, he shall – on expiry of this term – be considered to have approved of the state of the goods delivered and the price charged for them.
D) Manimal Works’ liability under any agreed delivery of performance, services and/or goods shall be limited to a maximum of the amount of the invoice for such delivery, at least to the amount payable for such delivery, or, in case of delivery in consignments, to a maximum of the relevant part of the said amount.
E) Manimal Works shall not be liable for damage caused by third parties during transport.
F) Manimal Works shall not be liable for incurred consequential loss resulting from the performance or services and/or goods delivered by Manimal Works.
G) Manimal Works shall not be liable for incurred consequential loss and revokes any form of guarantee on performance or services and/or goods delivered by Manimal Works, if the customer has not taken the right precautionary measures or has positioned the material too enticingly, so that the model is used in a manner for which it was not intended or is exposed to unforeseen circumstances.
H) Manimal Works shall not be liable for incurred consequential loss, damage and defects in models or materials supplied by the customer, nor for difficulties and consequences occurring when treating and processing and using goods by Manimal Works in accordance with the customer’s approval.
I) The customer shall in no event be able to assert any right to indemnification against Manimal Works or to full or partial repayment, after the customer has either made use of or has treated or processed part of the delivery or has resold it to third parties.

Section 11.
Complaints by Third Parties.

A) Complaints regarding commercials submitted to either the customers, Manimal Works or to another organisation shall be fully for the customer’s risk and responsibility.
B) Manimal Works cannot be held liable for non-performance and its consequences, both judicially and extra-judicially, delivered by the customer or third parties as a result of or due to the use of goods delivered by Manimal Work.
C) Disputes on the permissibility of commercials shall be the customer’s responsibility and subject to the opinion of the Press Advertising Code Commission.

Section 12.

All disputes arising from the agreement shall be subject to the judgement of the competent civil court in the Manimal Works’ place of business.

Filed with the Chamber of Commerce and Industry of Rotterdam,
The Netherlands