Article 1 – Definitions

1. 360 Vision Lab: 360 Vision Lab, located in Rotterdam, Chamber of Commerce number: TBA

2. Client: the party with whom 360 Vision Lab has entered into an agreement.

3. Parties: 360 Vision Lab and the Client together.

4. Consumer: a Client who is an individual acting in a personal, non-professional capacity.

Article 2 – Applicability

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of 360 Vision Lab.

2. 360 Vision Lab and the Client may only deviate from these terms if agreed in writing.

3. 360 Vision Lab and the Client explicitly exclude the applicability of the Client’s or any other party’s general terms and conditions.

Article 3 – Offers and Quotations

1. All offers and quotations from 360 Vision Lab are non-binding, unless explicitly stated otherwise.

2. An offer or quotation is valid for a maximum of 1 month, unless a different period is specified.

3. If the Client does not accept the offer within the applicable period, the offer or quotation expires.

4. Offers and quotations do not automatically apply to repeat or additional orders, unless agreed in writing.

Article 4 – Acceptance

1. When a non-binding offer or quotation is accepted, 360 Vision Lab may withdraw the offer within 3 days of receiving the acceptance, without the Client deriving any rights from this.

2. Verbal acceptance is only binding for 360 Vision Lab after the Client has confirmed it in writing or electronically.

Article 5 – Prices

1. 360 Vision Lab uses prices in euros, excluding VAT and excluding additional costs such as administration or shipping fees, unless agreed otherwise in writing.

2. 360 Vision Lab may adjust prices on its website or other publications at any time.

3. For services, Parties agree on a total fee as a target price unless otherwise agreed in writing.

4. 360 Vision Lab may deviate up to 10% from the target price.

5. If the target price will be exceeded by more than 10%, 360 Vision Lab must inform the Client and explain why.

6. The Client may cancel that portion of the assignment that exceeds the target price + 10%.

7. Price adjustments will be communicated to the Client before they take effect.

8. A Consumer may terminate the agreement if they disagree with the price increase.

Article 6 – Payments and Payment Terms

1. 360 Vision Lab may request a deposit of up to 50% when entering into the agreement.

2. The Client must pay outstanding invoices within 1 month after delivery, unless stated otherwise.

3. Payment terms are strict deadlines. If payment is not made by the last day of the term, the Client is automatically in default, without a reminder being required.

4. 360 Vision Lab may make delivery dependent on immediate payment or require security for the total invoice amount.

(Then the repeated section, merged clearly and consistently:)

5. Products must be paid for immediately upon purchase.

6. For services, 360 Vision Lab may request up to a 50% deposit.

7. Invoices must be paid within 1 month of the invoice date, unless a different term is stated.

8. If payment is not made within the term, the Client is automatically in default.

9. 360 Vision Lab may suspend delivery until payment is received or security is provided.

Article 7 – Right of Reclamation

1. If the Client is in default, 360 Vision Lab may invoke the right of reclamation regarding unpaid delivered products.

2. This is done through written or electronic notice to the Client.

3. After notice, the Client must immediately return the products unless agreed otherwise.

4. The Client bears the costs of returning the products.

Article 8 – Right of Suspension

1. The Client waives any right to suspend fulfillment of obligations arising from the agreement.

Article 9 – Right of Retention

1. 360 Vision Lab may retain the Client’s property until all outstanding invoices are paid, unless sufficient security is provided.

2. This also applies to previous agreements for which the Client still owes payment.

3. 360 Vision Lab is not liable for any damage resulting from the exercise of this right.

Article 10 – Set-off

1. The Client waives any right to set off a debt owed to 360 Vision Lab against a claim on 360 Vision Lab.

Article 11 – Retention of Title

1. 360 Vision Lab remains owner of all delivered products until all outstanding invoices relating to the agreement have been paid.

2. Until ownership transfers, 360 Vision Lab may reclaim the products.

3. Before ownership transfers, the Client may not pledge, sell, or otherwise encumber the products.

4. If ownership is reclaimed, the agreement is dissolved and 360 Vision Lab may claim damages, lost profits, and interest.

Article 12 – Delivery

1. Delivery takes place while stocks last.

2. Delivery takes place at 360 Vision Lab unless agreed otherwise.

3. Online orders are delivered to the address provided by the Client.

4. If the Client fails to pay on time, 360 Vision Lab may suspend delivery.

5. Late payment results in creditor’s default, meaning a delay in delivery cannot be held against 360 Vision Lab.

Article 13 – Delivery Time

1. Delivery times are indicative and not binding unless agreed otherwise.

2. The delivery period starts once 360 Vision Lab confirms the signed quotation.

3. Late delivery does not entitle the Client to compensation or cancellation unless:

   • agreed in writing, or

   • 360 Vision Lab is still unable to deliver 14 days after written notice.

Article 14 – Actual Delivery

1. The Client must ensure that delivery can take place on time.

Article 15 – Transport Costs

1. Transport costs are paid by the Client unless otherwise agreed in writing.

Article 16 – Packaging and Shipping

1. If packaging is damaged, the Client must have the carrier record this before accepting the delivery. Otherwise, the Client cannot hold 360 Vision Lab liable for damage.

2. If the Client arranges transport, any visible damage must be reported in advance. If not, liability cannot be claimed.

Article 17 – Insurance

1. The Client must properly insure and keep insured:

   • goods required to perform the agreement

   • goods of 360 Vision Lab located at the Client’s premises

   • goods delivered under retention of title

2. The Client must show insurance documentation upon request.

Article 18 – Storage

1. If the Client receives products later than agreed, any loss of quality is at their own risk.

2. Additional storage costs are for the Client.

Article 19 – Assembly and Installation

1. 360 Vision Lab will perform assembly/installation to the best of its ability but accepts no liability except in cases of intent or gross negligence.

Article 20 – Cancellation of Assignment

1. The Client may terminate the assignment at any time.

2. If the Client cancels, they must pay for work performed and costs incurred.

Article 21 – Duty to Complain

1. Complaints regarding services must be submitted in writing immediately with a detailed description.

2. Complaints do not oblige 360 Vision Lab to perform work other than agreed.

Article 22 – Warranty

1. For services, 360 Vision Lab has a best-efforts obligation, not a result obligation.

2. Warranty on products applies only to defects caused by faulty production, construction or materials.

3. Warranty does not apply to:

   • normal wear and tear

   • accidents

   • modifications made to the product

   • negligence or improper use

   • unidentifiable causes

4. Risk of loss, damage, or theft transfers to the Client upon delivery or transfer to a third party receiving goods on behalf of the Client.

Article 23 – Execution of the Agreement

1. 360 Vision Lab executes the agreement to the best of its ability and according to professional standards.

2. Work may be outsourced to third parties.

3. Work commences only after written approval and any required advance payment.

4. The Client must ensure that 360 Vision Lab can begin on time.

5. Extra costs arising from delays caused by the Client are at the Client’s expense.

Article 24 – Information Provided by the Client

1. The Client must provide all relevant information in the required form and on time.

2. The Client guarantees the accuracy and completeness of provided information.

3. Documents will be returned upon request.

4. Delays caused by missing or incorrect information result in additional costs payable by the Client.

Article 25 – Intellectual Property

1. 360 Vision Lab retains intellectual property rights to all designs, drawings, documents, data carriers, offers, images, sketches, models, and prototypes, unless agreed otherwise.

2. These may not be shown or provided to third parties, or used in any way without written permission.

Article 26 – Penalty Clause

1. If the Client breaches confidentiality or intellectual property terms, they owe an immediately payable penalty per violation.

2. Consumer penalty: €1,000 per violation.

3. Business Client penalty: €5,000 per violation.

4. Plus 5% of the applicable penalty amount per day the violation continues.

5. No formal notice is required; damage does not need to be proven.

6. 360 Vision Lab may claim additional compensation.

Article 27 – Indemnification

1. The Client indemnifies 360 Vision Lab against claims from third parties relating to delivered products or services.

Article 28 – Complaints

1. The Client must inspect delivered products or services as soon as possible.

2. Shortcomings must be reported within 1 month of discovery.

3. Consumers have up to 2 months.

4. Complaints must be described in detail.

5. The Client must prove the complaint relates to the agreement.

6. Complaints during ongoing work do not entitle the Client to different work than agreed.

Article 29 – Notice of Default

1. Notice of default must be submitted in writing.

2. The Client is responsible for ensuring that the notice reaches 360 Vision Lab on time.

Article 30 – Client Liability

1. When an agreement is made with multiple Clients, each is jointly and severally liable for compliance.

Article 31 – Liability of 360 Vision Lab

1. 360 Vision Lab is only liable for damage resulting from intent or deliberate recklessness.

2. Liability applies only to direct damage connected to the agreement.

3. 360 Vision Lab is not liable for indirect damage including consequential loss, lost profits or third-party damage.

4. Liability is limited to the amount paid out under professional liability insurance. If no insurance payout applies, liability is limited to the invoice amount related to the damage.

5. All images, photos, colors or descriptions are indicative and cannot lead to compensation or termination.

Article 32 – Limitation Period

1. Any right to compensation expires 12 months after the event that caused it, unless Article 6:89 of the Dutch Civil Code applies.

Article 33 – Termination

1. The Client may terminate the agreement if 360 Vision Lab is in breach, unless the breach is minor or of special nature.

2. Termination is only possible after a written notice and reasonable period to still perform.

3. 360 Vision Lab may terminate the agreement if the Client fails to fulfill obligations or if there is reason to believe the Client will not comply.

Article 34 – Force Majeure

1. In addition to Article 6:75 of the Dutch Civil Code, 360 Vision Lab is not liable in a force majeure situation.

2. Force majeure includes:

   • emergencies such as civil war or natural disasters

   • failure of suppliers or carriers

   • power, internet, computer or telecom failures

   • viruses

   • strikes

   • government actions

   • transport problems

   • severe weather

   • work interruptions

3. Obligations are suspended during force majeure.

4. If force majeure lasts 30 days or longer, both Parties may terminate the agreement in writing.

5. No compensation is owed in force majeure situations.

Article 35 – Modification of Agreement

1. The agreement may be amended if necessary for proper execution.

Article 36 – Modification of Terms & Conditions

1. 360 Vision Lab may amend these terms and conditions.

2. Minor changes may be implemented at any time.

3. Major changes will be discussed with the Client where possible.

4. A Consumer may terminate the agreement if the changes are substantial.

Article 37 – Transfer of Rights

1. The Client may not transfer any rights under the agreement without written approval from 360 Vision Lab.

Article 38 – Invalidity of Provisions

1. If a provision is void or voided, the remaining provisions remain valid.

2. The void provision will be replaced by a provision closest to the original intent.

Article 39 – Applicable Law and Competent Court

1. Dutch law applies to these terms and conditions.

2. The competent court is the court in the district where 360 Vision Lab is located, unless mandatory law states otherwise.

Drafted on 09 November 2025.