1. Introduction

1.1 These general terms and conditions of Ludvika, oblikovanje, Anamarija Ludvik s. p. (the “Terms and Conditions”) set out the procedure for ordering products and the rights and obligations between Ludvika, oblikovanje, Anamarija Ludvik s. p. (“FOH Studio”) and restaurants, hotels and other businesses as clients (the “Client(s)”). FOH Studio and the Client are also referred to together as the “Parties”.

1.2 These Terms and Conditions apply to Clients who order services from FOH Studio in the course of their business or professional activity. They do not apply to consumers.

1.3 These Terms and Conditions form an integral part of every offer issued by FOH Studio to the Client and of every contract or other written agreement concluded between the Parties. By confirming in writing or by making payment under an offer, contract or other written agreement, the Client confirms that it has received, read and accepted these Terms and Conditions.

1.4 The Parties may supplement or amend these Terms and Conditions only by a separate written agreement. In the event of any inconsistency, the separate written agreement shall prevail.

1.5 Communication by e-mail or in any other electronic form that allows for a durable record shall also be deemed to be in writing.

2. Services and Course of Cooperation

2.1 FOH Studio designs and handcrafts unique, made-to-order ceramic products, such as plates, bowls, cups and other serveware (the “Products”).

2.2 The services provided by FOH Studio comprise: (a) the design of Products and the making of samples in accordance with the Client’s requirements; and (b) the production and delivery of Products on the basis of approved samples.

2.3 Cooperation between the Parties takes place in the form of individual projects. Each project comprises the following stages: (a) initial meeting, (b) sample development, (c) sample approval, and (d) production and delivery. The individual stages are set out in more detail in Sections 3–6.

2.4 Each stage is independent for the Parties. By ordering sample development, the Client does not undertake to order production, nor does FOH Studio undertake to produce Products on terms not agreed in the order agreement. Production of a Product shall not commence before the sample has been approved and the order agreement for that Product has been signed.

3. Initial Meeting

3.1 The initial meeting between the Parties is generally held in person or by video call. At the initial meeting, the Client presents its wishes and requirements regarding the Products, any constraints (e.g. relating to use, maintenance or equipment), the desired timeline and, where appropriate, an indicative budget. FOH Studio presents its working methods, the available options and the course of the project.

3.2 A single initial meeting is free of charge for the Client and does not create any obligation to enter into a contract with FOH Studio. Any price and time estimates given by FOH Studio at the initial meeting are for information purposes only.

3.3 On the basis of the initial meeting, FOH Studio prepares a written offer for sample development specifying the samples for the selected Products, the design fee and the price of the samples, the number of included iteration rounds and the estimated timeframes (the “Offer”). The Offer is valid for 30 days from the date of issue stated in the Offer, unless the Offer specifies a different period. If the information changes materially after the initial meeting and the preparation of the Offer, FOH Studio may prepare a new Offer.

3.4 The Client accepts the Offer by confirming it in writing or by paying the amounts specified in the Offer.

4. Sample Development

4.1 Following acceptance, FOH Studio designs the concept of the Products in accordance with the Offer and makes sample pieces of the Products in line with the Client’s requirements (the “Samples”). The Samples are made as finished products. The purpose of Sample development is to enable the Client to check the shape, dimensions, glaze and usability of the Products before ordering production.

4.2 The Client pays in advance the following amounts specified in the Offer: (a) a fee for designing the concept of the Products (the “Design Fee”); and (b) a price for making the Samples (the “Sample Price”), together the “Sample Development Fees”.

4.3 FOH Studio commences work upon receipt of the Sample Development Fees, unless otherwise agreed between the Parties. The Client shall pay the Sample Development Fees irrespective of whether it subsequently orders production of the Products under an order agreement, unless FOH Studio fails to make the Samples for reasons attributable to FOH Studio.

4.4 Unless otherwise specified in the Offer: (a) the Design Fee includes the design of the concept of the Products and one Iteration Round for each Product; and (b) the Sample Price includes the making of the Samples in the quantity specified in the Offer.

4.5 The Sample Development Fees do not include the costs of packaging and shipping the Samples or any additional Iteration Rounds. FOH Studio charges additional Iteration Rounds, together with the price of any new Samples, in accordance with its price list applicable at the time and carries them out upon the Client’s written confirmation.

4.6 Making the Samples usually takes two to three weeks from the written agreement on the design direction or from receipt of the Sample Development Fees, whichever is later. Timeframes for making the Samples are indicative, owing to factors related to the production of the Products (e.g. drying and firing of ceramics) that are beyond FOH Studio’s control.

4.7 Once the Samples have been made, FOH Studio sends them to the address notified by the Client in writing. Upon payment of the Sample Price and receipt of the Samples, the Samples become the property of the Client. Within 10 working days of receipt of a Sample, the Client shall provide FOH Studio with written feedback or approve the Sample in writing. If the Client fails to respond within that period, FOH Studio shall send the Client a written reminder and set an additional deadline.

4.8 On the basis of the Client’s written feedback, FOH Studio adjusts the Sample in a further iteration. An iteration round comprises the Client’s comprehensive written feedback on an individual Sample and one adjustment of the Sample by FOH Studio on that basis (the “Iteration Round”). Any comments submitted by the Client after the completion of an Iteration Round shall be deemed a new Iteration Round.

4.9 A request that materially changes the fundamental characteristics of a Product (shape, basic dimensions, function, production technique or glaze colour family; the “Design Concept”) shall be deemed a new Sample development. This applies in particular to: (a) a new shape or function of the Product, (b) a change in the basic dimensions of more than 10%, (c) a new glaze colour family, or (d) a different production technique.

4.10 Before commencing work on the basis of such a request, FOH Studio shall notify the Client in writing that it considers the request to be a change to the Design Concept. FOH Studio shall issue a new Offer for the new Sample development.

4.11 If the Client fails to respond even within the additional deadline referred to in Clause 4.7, the project shall be put on hold. While the project is on hold, FOH Studio’s deadlines do not run and the resumption of work depends on FOH Studio’s available capacity. If the project remains on hold for more than 60 days, Sample development shall be deemed completed and the Sample Development Fees shall be deemed final and shall not be credited against any subsequent order of Products. In that case, Sample development may only be resumed on the basis of a new Offer.

4.12 If, within 3 months of approval of a Sample, the Client enters into an order agreement for that Product, developed under the Offer, with a value of at least 500 EUR excluding VAT, the Design Fee relating to that Product shall be deducted from the final invoice under the order agreement. The Sample Price, fees for additional Iteration Rounds and the costs of shipping the Samples shall not be deducted.

5. Approval of Samples and Order Agreement

5.1 The Sample approved by the Client in writing (the “Reference Sample”) constitutes the standard for the production of the Products. Following approval of the Reference Sample, FOH Studio sends the Client an agreement for the production and supply of the Products (the “Order Agreement”). A document containing the specifications of the Products (the “Project Documentation”) is attached to the Order Agreement and includes, in particular, a description and photographs of the Reference Sample, the dimensions, glaze, characteristics and permitted tolerances of the Products, quantities, packaging method and production timeframe.

5.2 The Client signs or confirms the Order Agreement in writing and, within the validity period of the pro forma invoice issued, pays an advance payment of 50% of the price of the Products (the “Advance Payment”). By paying the Advance Payment, the Client gives final confirmation of all Products, quantities and specifications set out in the Project Documentation. Subsequent changes are only possible under the conditions set out in Clause 5.4.

5.3 Upon receipt of the Advance Payment, FOH Studio reserves a period in its production schedule for the Client (the “Production Slot”) and produces the Products during that period in accordance with the Project Documentation, subject to Section 6. FOH Studio is under no obligation to reserve a Production Slot or to commence production before receipt of the Advance Payment.

5.4 After payment of the Advance Payment, the Client may only propose changes to the Products, specifications or quantities in writing. FOH Studio is not obliged to accept any proposed changes. If it accepts them, the Parties shall agree in writing on the revised price and timeframe.

5.5 The Products have the characteristics specified in the Project Documentation (e.g. suitability for dishwasher, microwave or professional catering use). FOH Studio gives no warranty for characteristics not specified in the Project Documentation.

5.6 Owing to the nature of the Products, minor variations between individual pieces and in comparison with the Reference Sample in the colour, shade and texture of the glaze, shape, size and weight are permitted.

5.7 As glazes vary between individual firings, FOH Studio does not guarantee a perfect colour match between Products from a repeat order and Products previously delivered.

6. Production and Delivery of Products

6.1 FOH Studio produces the Products within the Production Slot and in accordance with the Project Documentation. Production of the Products takes at least four weeks from receipt of the Advance Payment, depending on the quantity of Products. Unless otherwise agreed in the Order Agreement, the production timeframe is indicative.

6.2 FOH Studio shall notify the Client in writing of the commencement of production. Production shall be deemed to have commenced on the day on which FOH Studio starts preparing the material or making pieces for the Client’s Products.

6.3 Once the Products have been produced, FOH Studio sends the Client a notice of readiness for dispatch and the final invoice. The final invoice comprises the remaining price of the Products after deduction of the Advance Payment, which is: (a) reduced by the Design Fee in accordance with Clause 4.12; and (b) increased by the shipping and handling costs in accordance with Clause 8.2.

6.4 FOH Studio dispatches the Products upon receipt of payment of the final invoice. It packs the Products carefully in a manner suitable for the transport of fragile ceramic products and delivers them by a carrier of its choice to the address specified in the Order Agreement or otherwise agreed in writing between the Parties. Instead of using a carrier, FOH Studio may deliver the Products itself. Any special packaging requirements shall be set out in the Project Documentation and may be charged separately by FOH Studio.

6.5 Partial deliveries are permitted. FOH Studio may invoice each partial delivery separately and dispatch it upon payment of the relevant invoice. The Products remain the property of FOH Studio until payment in full of the price of the Products and of all other amounts due from the Client under the Order Agreement.

6.6 If the Client fails to pay the final invoice or to take delivery of the Products within 10 working days of the notice of readiness for dispatch, FOH Studio may store the Products and charge a fee for storage of 0.5% of the price of the stored Products for each week or part thereof, up to a maximum of 5% of the price of the stored Products.

7. Termination of Cooperation

7.1 The Products are made to order exclusively for the Client. After signing the Order Agreement, the Client may not unilaterally terminate the cooperation.

7.2 The Parties may agree in writing on any termination of the cooperation or any reduction in the scope of the Products ordered. In such agreement, they shall determine the amount payable by the Client for work already performed and costs already incurred.

7.3 Upon termination of the cooperation, FOH Studio shall not be obliged to refund any payments received from the Client.

7.4 If the Client is in default with any payment for more than 14 days after receiving a written reminder, FOH Studio may terminate the cooperation under the Order Agreement by written notice. In that case, FOH Studio shall retain the payments received, and the Client shall pay for the work already performed and the costs already incurred, including the Products already made, to the extent that these exceed the payments received. The Products already made shall be handed over to the Client upon payment in full.

8. Prices and Payment Terms

8.1 All prices are stated in euros (EUR) and are exclusive of value added tax (VAT), which shall be charged separately where applicable.

8.2 Prices do not include the costs of packaging, shipping, transit insurance and delivery (invoiced together as shipping and handling), nor customs duties, import duties or other charges in the country of delivery, which shall be borne by the Client.

8.3 Unless otherwise agreed in these Terms and Conditions or between the Parties, invoices are payable within 8 days of receipt of the invoice. In the event of late payment, FOH Studio reserves the right to charge statutory default interest.

8.4 If the Client is in default with payment of any amount due, FOH Studio reserves the right to suspend all work for the Client, including the development, production and dispatch of Samples and/or Products, until the outstanding amounts have been paid.

9. Deadlines and Delays

9.1 If the Client is in delay with any of its obligations, FOH Studio’s deadlines shall be extended by the period of the delay and until the next available Production Slot. FOH Studio shall not be liable for delays caused by the Client.

9.2 If the Client’s delay exceeds 10 working days, FOH Studio may release the reserved Production Slot and allocate it to another Client.

10. Limitation and Exclusion of Liability

10.1 The risk of accidental loss of or damage to the Products is borne by FOH Studio until their delivery to the agreed address. Upon delivery, the risk passes to the Client. If the Client arranges transport itself, the risk passes to the Client upon handover of the Products to its carrier. In the case referred to in Clause 6.6, the risk passes to the Client upon expiry of the period stated therein.

10.2 Upon receipt, the Client shall check the number of parcels and any visible damage to the packaging. The Client shall notify FOH Studio in writing of any damage occurring in transit within 2 working days of delivery, enclosing: (a) photographs of the damaged Products; (b) photographs of the outer and inner packaging showing the shipping label; and (c) a statement of the number and type of damaged pieces.

10.3 FOH Studio shall examine the Client’s notification. If the notification is justified, FOH Studio shall remake the damaged pieces or issue the Client a credit note for their price. The time required to remake the pieces shall not be deemed a delay.

10.4 If the Client fails to notify the damage in time and with adequate evidence, the Products shall be deemed to have been delivered undamaged. Damage to individual pieces does not entitle the Client to refuse acceptance of or payment for the entire consignment.

10.5 The Client shall inspect the Products within 8 days of delivery and notify FOH Studio in writing of any defects within a further 8 days. FOH Studio shall examine the notification. If the defect is justified, FOH Studio shall remake the defective pieces, issue the Client a credit note or reduce the price. If the Client fails to notify a defect within the specified time limits, it shall lose the right to assert claims under this Section.

10.6 The following shall not be deemed defects: (a) variations within the permitted tolerances under Clause 5.6 or the Project Documentation; (b) characteristics of a Product that correspond to the Reference Sample and the Project Documentation approved by the Client; (c) damage resulting from improper use, maintenance or handling contrary to the instructions (e.g. thermal shock, unsuitable cleaning agents, impact).

10.7 FOH Studio shall only be liable for direct damage caused to the Client intentionally or through gross negligence. Liability for indirect damage, loss of profit and damage resulting from a delay in the opening or operation of the Client’s business premises is excluded. FOH Studio’s total liability under any individual Order Agreement is limited to the price of the Products to which the damage relates.

11. Intellectual Property

11.1 The Client may use the Products in its hospitality establishments and may photograph them and use the photographs to present its business. The Client may use the Samples in the same manner as the Products.

11.2 Without the prior written consent of FOH Studio, the Client shall not use the Products, Samples or their design solutions (the “Designs”) in any manner exceeding the use permitted under Clause 11.1. In particular, the Client shall not: (a) reproduce the Designs or have them produced by other manufacturers, including products so similar to the Designs that they do not produce a different overall impression (e.g. copies with minor changes in shape, dimensions, colour or glaze); (b) disclose the Samples, the Project Documentation or any other information on the Designs to other manufacturers; (c) apply in its own name for registration of the Designs as a design, trade mark or any other intellectual property right.

11.3 The Designs and the related sketches, models, moulds, glaze recipes and Project Documentation are the property of FOH Studio. All intellectual property rights therein, in particular copyright and rights in registered and unregistered designs, belong exclusively to FOH Studio, even where the Designs were created on the basis of the Client’s wishes, ideas or instructions. Payment of the Sample Development Fees or the price of the Products does not transfer any intellectual property rights to the Client, save for the rights under Clause 11.1.

11.4 Unless exclusivity is expressly agreed in the Order Agreement, FOH Studio may make and sell products based on the Designs to third parties. Exclusivity may only relate to the Products ordered under the Order Agreement and shall be agreed on a case-by-case basis, for a limited period and, where relevant, for a defined territory or market. It may be made conditional on the Client placing repeat orders for those Products with FOH Studio. Samples and design proposals that have not been selected for production shall never be subject to exclusivity, and FOH Studio may use them for other projects.

11.5 The provisions of this Section shall continue to apply after the termination of cooperation between the Parties.

12. Confidentiality and References

12.1 The Project Documentation and other information on the Designs provided by FOH Studio to the Client are intended exclusively for the Client and the implementation of its project. Without the written consent of FOH Studio, the Client shall not disclose them to third parties other than its employees and advisers who require them for the implementation of the project. This obligation shall continue to apply after the termination of cooperation between the Parties.

12.2 FOH Studio shall keep confidential any information on the Client’s project that the Client provides to FOH Studio as confidential (e.g. opening date, concept, investors) and shall use it solely for the implementation of the project.

12.3 Subject to Clause 12.2, FOH Studio may use the project, the Products and photographs thereof as a reference in its portfolio, on its website, on social media and/or in promotional materials, including by naming the Client or its establishment.

12.4 FOH Studio processes the personal data of the Client’s contact persons in accordance with applicable data protection legislation.

13. Force Majeure

13.1 Neither Party shall be liable for non-performance or delay resulting from circumstances which it could not foresee, avoid or overcome (“Force Majeure”). These include, in particular, natural disasters, epidemics, wars, acts of public authorities, illness, injury or other incapacity of the persons who design or make the Products, breakdowns of kilns not resulting from a failure to carry out maintenance, power outages and disruptions at suppliers of materials and carriers.

13.2 The Party affected by Force Majeure shall notify the other Party without delay. Deadlines shall be extended by the duration of the Force Majeure event and its consequences.

14. Dispute Resolution and Governing Law

14.1 All matters relating to these Terms and Conditions, the Offer, the Order Agreement and the relationship between the Parties shall be governed by and construed in accordance with the laws of the Republic of Slovenia, to the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and of conflict-of-laws rules.

14.2 Any dispute arising out of or in connection with these Terms and Conditions, the Offer or the Order Agreement shall be subject to the jurisdiction of the court in Ljubljana.

15. Final Provisions

15.1 FOH Studio reserves the right to amend these Terms and Conditions. Each Offer or Order Agreement shall be governed by the version of the Terms and Conditions attached to that Offer or Order Agreement.

15.2 If any provision of these Terms and Conditions is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions. The Parties shall replace the invalid provision with a valid provision that most closely reflects its purpose.

15.3 Termination of cooperation between the Parties or termination of an Offer or Order Agreement for any reason shall not affect the validity of provisions which by their nature continue to apply after termination, in particular those relating to: (a) the Client’s outstanding payment obligations; (b) the retention of title under Clause 6.5; (c) intellectual property; (d) confidentiality; and (e) limitation of liability.

15.4 These Terms and Conditions shall apply from 9 November 2026.

FOH Studio · hello@foh.studio · Valid from 09.11.2026