Tessera Gallery is a trademark of Studio Volken de Vlas, in these terms and conditions referred to as: SVV.
SVV has its registered office in Glimmen and is registered with the Chamber of Commerce under number 02099906.

Article 1. General
1. These terms and conditions apply to everyoffer, quotation and agreement between SVV and a Counterparty insofar as both parties have not explicitly deviated from these terms and conditions in writing.
2. The present terms and conditions also apply to agreements with SVV, for the execution of which SVV must involve third parties.
3. These general terms and conditions are also written for the employees of SVV and its management.
4. The applicability of any purchase or other conditions of the Other Party isexpressly rejected.
5. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, then the other provisions in these general terms and conditions remain fullyapplicable. SVV and the Other Party will then enter into consultations in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
6. If there is uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, the explanation must take place ‘in the spirit’ of these provisions.
7. If a situation arises between the parties thatis not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8. If SVV does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that SVV would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

Article 2 Quotations and offers
1 All quotations and offers of SVV are valid for 30 days unless otherwise indicated.
2 SVV cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or provision.
3 The prices stated in a quotation or offer include VAT, excluding shipping or transport, unless otherwise indicated.
4 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, SVV is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless SVV indicates otherwise.
5 A composite quotation does not oblige SVV to perform part of the assignment against a corresponding part of the specified price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract duration; delivery periods, execution and amendment of the agreement; Price
1. The agreement between SVV and the Other Party isterminated for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a term has been agreed or specified for the completion of certain work or for the delivery of certain goods, this is never a deadline. If a term is exceeded, the Other Party must therefore give SVV written notice of default. SVV must be offered a reasonable period of time to still implement the agreement.
3. SVV has the right to have certain activities carried out by third parties.
4. SVV is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
5. If the agreementis executed in phases, SVV may suspend the execution of those parts that belong to a subsequent phase until the Other Party has approved the results of the preceding phase in writing.
6. If SVV requires information from the ContractingParty for the execution of the agreement, the execution period will not commence until after the Other Party has made it correctly and fully available to SVV .
7. If during the execution of the agreement it appears that itis necessary for a proper execution thereof to change or supplement it, the parties will adjust the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Other Party, of the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and / or quantitative terms, this may have consequences for what originally agreed on.As a result, the originally agreed amount can be increased or decreased. SVV will quote as much as possible in advance. By a change to the agreement, the originally stated term of execution can be changedd. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.
8. If the agreement is amended, including a supplement, SVV is entitled to implement itafter approval has been given by the person authorized within SVV and the Other Party has agreed to the price and other conditions specified for the execution, including the time to be determined at that time when that raan will be implemented. The non-execution or non-immediate execution of the amended agreement also does not constitute a breach of contract on the part of SVV and is not a reason for the Other Party to terminate the agreement.
9. Without being in default, SVV can refuse a request to change the agreement if this could have qualitative and / or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
10. If the Other Party should be in default in the proper performance of what it is obliged to do towards SVV , the Other Party is liable for all damage (including costs) on the part of SVV as a result of this directly or indirectly.
11. If SVV agrees ona certain price at the conclusion of the agreement, svv is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally stated subject to reservation.
– If the price increase is the resultof an amendment to the agreement;
– if the price increase results from a power vested in SVV or an obligation on SVV under the law;
– In other cases, on the understanding that the Other Party who does not act in theexercise of a profession or business, is entitled to dissolve the agreement by means of a written statement if the price increase exceeds 10% and takes place within three months after the conclusion of the agreement, unless SVV is still prepared to terminate the agreement on the basis of the originally agreed or if it is stipulated that the delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and early termination of the public transportagreement
1. SVV is entitled to suspend the fulfilment of the obligations or to dissolve the agreement immediately and with immediate effect, if:
– the Other Party does not, not fully or not timely fulfil the obligations under the agreement;
– after the conclusionand of the agreement , SVV becomes aware of circumstances giving good reason to fear that the Other Party will not comply with the obligations;
– at the conclusion of the agreement, the Other Party was requested to provide security for the fulfilment of itsobligations under the agreement and this security is not provided or is insufficient;
– If, due to the delay on the part of the Other Party, SVV can no longer be required to fulfil the agreement under the originally agreed conditions, SVV is entitled to dissolve the agreement.
– if circumstances arise of such a nature that compliance with the agreement is impossible or unaltered maintenance of the agreement cannot reasonably be required of SVV.
2. If the dissolution is attributable to the Other Party, SVV is entitled to compensation for the damage, including the costs, directly and indirectly caused as a result.
3. If the agreement is dissolved, svv’s claims against the Other Party are immediately due and payable. If SVV suspends the fulfilment of the obligations, it retains its rights under the law and the agreement.
4. If SVV proceeds to suspension or dissolution on the grounds referred to in this article, it is inno way obliged to pay compensation for damage and costs incurred in any way or compensation as a result thereof, while the Other Party is obliged, on account of non-performance, to pay compensation or compensation.
5. If the public transportagreement is terminated prematurely by SVV, SVV will, in consultation with the Other Party, ensure the transfer of work still to be performed to third parties. This unless the termination is attributable to the Other Party. Unless the premature termination can be attributed to SVV, the costs for transfer to the Other Party will be charged. SVV will inform the Other Party as much as possible in advance with regard to the extent of these costs. The Other Party is obliged to pay these costs within the period stated by SVV, unless SVV indicates otherwise.
6. In the event of liquidation, of (application for) suspension of payment or bankruptcy, of attachment – if and insofar as the attachment has not been lifted within three months – at the expense of the Other Party, of debt rescheduling or any other circumstance as a result of which the Other Party can no longer freely dispose of its assets, the SVV is free to terminate the agreement immediately and with immediate effect or the order or agreement. without any obligation on his part to pay any compensation or compensation. In that case, SVV’s claims against the Other Party are immediately due and payable.
7. If the Other Party cancels an order placed in whole orin part, the goods ordered or prepared for this purpose, plus any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party.

Article 5 Force majeure
1. SVV is not obliged to fulfil any obligation towards the Other Party if it is prevented from doing so as a result of a circumstance that is not due to fault, and is not for its account under the law, eand legal act or generally accepted views.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence in this regard, all external causes, foreseen or unforeseen, on which SVV cannot exercise any influence, but as a result of which SVV is unable to fulfil its obligations. SVV also has the right to invoke force majeure if the circumstance that hinders (further) performance of the agreementoccurs after SVV should have fulfilled its obligation.
3. SVV may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without obligation to pay compensation for damage to the other party.
4. If , at the time of the occurrence of force majeure, SVV has in the meantime partially fulfilled its obligations under the agreement or will be able to fulfil them, and the part fulfilled or to be fulfilled has independent value, SVV is entitled to invoice the already fulfilled or to be fulfilled part separately. The Other Party is obliged to pay this invoice as if there were a separate agreement.

Article 6 Payment and collection costs
1. Payment must always be made within 14 days of the invoice date, in a manner to be indicated by SVV in the currency in which the invoice was made, unless otherwise indicated in writing by SVV. SVV is entitled to invoice periodically.
2. If the Other Party fails to pay an invoice on time, the Other Party is in default by operation of law. The Other Party then owes interest. In the case of consumerpurchase, the interest is equal to the statutory interest. In other cases, the Other Party owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due amount willbe calculated from the moment that the Other Party is in default until the moment of payment of the full amount due.
3. SVV has the right to have the payments made by the Other Party 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 current interest.
4. SVV may, without thereby being in default, refuse an offer for payment if the Other Party designates a different order for theattribution of the payment. SVV can refuse full repayment of the principal sum if the outstanding and current interest and collection costs are not also paid.
5. Objections to the amount of an invoice do not suspend the payment obligation.
6. If the Other Party is in default or in default in the (timely) fulfilment of its obligations, then all reasonable costs for obtaining payment out of court will be borne by the Other Party. The extrajudicial costs arerecognised on the basis of what is customary in Dutch debt collection practice at that time. However, if SVV has incurred higher costs for collection that were reasonably necessary, the costs actually incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs due.

Article 7 Retention of title
1. All goods delivered by SVV in the context of the agreementremain the property of SVV until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with SVV.
2. Goods delivered by SVV , which fall under the retention of title pursuant to paragraph 1., may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge or encumber in any other way the goods subject to the retention of title.
3. The Other Party must always do everything that can reasonably be expected of it to secure svv’s property rights .
4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Other Party is obliged to inform SVV thereof immediately.
5. The Other Party undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to SVV on first request . In the event of a possible payment of the insurance, SVV is entitled to these tokens. To the extent necessary, the Other Party undertakes vis-à-vis SVV in advance to cooperatewith all that may (prove to be) necessary or desirable in that context.
6. In the event that SVV wishes to exercise its property rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance to SVV and third parties to be designated by SVV to enter all those places where SVV’s property is located and to take back those goods.

Article 8 Guarantees, research and complaints
1. The goods to be delivered by SVV meet the usual requirements and standards thatcan reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to goods that are intended for use within the Netherlands. In the event of useoutside the Netherlands, the Other Party must verify whether the use thereof is suitable for use there and whether they meet the conditions that are set for this. In that case, SVV may set other guarantee and other conditions with regard tothe goods to be delivered or the work to be carried out.
2. The guarantee referred to in paragraph 1 of this article applies for a period of 30 days after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the guarantee provided by SVV concerns an item that was produced by a third party, the guarantee is limited to that provided by the producer of the item for it, unless otherwise stated. After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
3. Any form of guarantee shall lapse if a defect has arisen as a result of or results from improperor improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Other Party and / or by third parties if, without written permission from SVV, the Other Party or third parties changes havebeen made to the item or have tried to apply, other items have been attached to it that do not need to be attached to it or if they have been processed or processed in a manner other than the prescribed manner. The Other Party is also not entitled towarranty if the defect is caused by or is the result of circumstances over which SVV cannot exert any influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
4. The Other Party is obliged to examine the delivered goods (or have them examined) immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the Other Party must examine whether the quantityand/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this respect. Any defects must be reported to SVV in writing immediately after discovery . The reportmust contain as detailed a description as possible of the defect, so that SVV is able to respond adequately. The Other Party must give SVV the opportunity to investigate a complaint or have it investigated.
5. If the Other Party complains in time,this does not cancel out its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the otherwise ordered goods, unless no independent value is due to them.
6. If a defect is reported later,the Other Party will no longer be entitled to repair, replacement or compensation, unless a longer period arises from the nature of the item or the other circumstances of the case.
7. If it is established that an item is defective and acomplaint has been made in this respect in time, SVV will replace the defective item within a reasonable period of time after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Other Party, at the discretion of SVV, replace or arrange for repair thereof or ensure its repair or pay the other party a replacement fee for this. In the event of replacement, the Other Party is obliged to return the replaced item to SVV and to provide ownership thereof to SVV,which SVV indicates otherwise.
8. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs, on the part of SVV as a result, will be fully borne by the Other Party.

Article 9 Liability
1. If SVV should be liable, this liability is limited to what is regulated in this provision.
2. SVV is not liable for damage, of whatever nature, caused by SVV assuming incorrect and / or incomplete information provided by or on behalf of the Party.
3. SVV is only liable for direct damage.
4. Direct damage is exclusively understood to mean:
– the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
– any reasonable costs incurred to have svv’s defective performance comply with the agreement, insofar as these can be attributed to SVV;
– reasonable costsincurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
5. SVV is never liable for indirect damage, includingconsequential damage, loss of profit, missed savings and damage due to business or other stagnation. In the case of consumer purchase, this limitation does not extend beyond that permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
6. If SVV should be liable for any damage, the liability of SVV is limited to a maximum of three times the invoice value of the order, at least to that part of the order to which the liability relates.
7. The liability of SVV is in any case always limited to the amount of the payment of its insurer in any case.
8.The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of SVV or itsleidi nging subordinates.

Article 10 Limitation period
1. Contrary to the statutory limitation periods, the limitation period of all claims and defences against SVV and the third parties involved by SVV in the execution of an agreement is oneyear.
2. The provisions of paragraph 1 shall not apply to legal claims and defences based on facts that would justify the assertion that the delivered item would not comply with the agreement. Such claims and defencesshall lapse two years after the Other Party has notified SVV of such non-conformity.

Article 11 Transfer of risk
1. The risk of loss, damage or depreciation passes to the Other Party at the moment when goods are brought into the control of the Other Party.

Article 12 Indemnification
1. The Other Party indemnifies SVV against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than SVV.
2. If SVV should be held liable by third parties for this reason, the Other Party is obliged to assist SVV both outside and in court and to immediately do everything that may be expected of it in that case. If the Other Partycontinues to take adequate measures, SVV is entitled, without notice of default, to do so itself. All costs and damages on the part of SVV and third parties arising as a result, are entirely at the expense and risk of the Wederpartij.

Article 13 Intellectual property
1. SVV reserves the rights and powers that belong to it on the basis of the Copyright Act and other intellectual laws and regulations. SVV has the right to use the knowledge gained by the execution of an agreement on its partfor other purposes, insofar as no strictly confidential information of the Other Party is brought to the knowledge of third parties.

Article 14 Applicable law and disputes
1. All legal relationships to which SVV is a party are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. Theapplicability of the Vienna Sales Convention is excluded.
2. The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Article 15 Location and modification of conditions
1. These conditionscan be requested at any time from SVV by means of a written request to Studio Volken de Vlas, Zuidlaarderweg 30, 9756 TM in Glimmen, or by sending an email to info@volkendevlas.nl
2. The latest version or the version as it applied at the time of the establishment of the legal relationship with SVV always applies.
3. In translations of these general terms and conditions, the original Dutch text of the general terms and conditions is always decisive for the interpretation thereof.

Groningen, 20 November 2022.