If you are reading this, we may call you (almost) a customer. YES! That makes us happy. But what can we expect from each other? We strongly believe in using as few rules as possible, but for some subjects it is nice to make an agreement. That you can trust us with your sensitive information, for example. Or that you actually purchase what we produce for you. That is why we have drawn up the following conditions in order to give you and our interests sufficient attention. Do you have any questions about anything that appears here? Feel free to contact us, we would like to explain it in person.
- In these general terms and conditions, the following terms shall have the following meanings:
The user: the user of these general terms and conditions.
The buyer: the user’s other party.
The agreement: the agreement concluded between the user and the buyer to which these general terms and conditions apply.
- Provisions of these general terms and conditions apply to all offer/agreement between user and buyer on which user has declared these terms and conditions applicable, for in so far as these terms and conditions have not been expressly agreed by the parties, and has been deviated from in writing.
- The present terms and conditions also apply to all agreements with the user, for the execution of which third parties should be involved.
- The applicability of the buyer’s general terms and conditions is hereby expressly excluded, in deviation from the provided for in Section 6:225 (3) of the Netherlands Civil Code.
- If one or more of the provisions of these general terms and conditions are or may be annulled, the other provisions shall remain in full force and effect of these general terms and conditions shall apply in full. User and the buyer will then consult with a view to introducing new provisions to replace the null and void or annulled provisions where, if and as far as possible, the objective and the scope of the original provision is complied with.
3. Quotations and offers
- All offers are entirely without obligation and for the user at no way binding, unless otherwise agreed.
- The offers made by the user are valid for thirty days, unless otherwise indicated. The user shall only be bound by the offers if the acceptance thereof is confirmed by the buyer in writing within thirty days.
- The prices in the aforementioned offers and tenders are in euros and exclusive of VAT and other government levies as well as shipping and possible transport and packaging costs, unless explicitly stated otherwise.
- If the user agrees a certain price with the buyer, it shall nevertheless be entitled to increase the price if during the term of the agreement there is a change in the user’s wage and/or other costs as a result of laws, decrees or orders of a mandatory nature by the authorities, or if there are changes in the cost price determining factors.
- If the price increase is more than 10%, the buyer has the right to dissolve the agreement.
- If price changes occur within three months of the conclusion of the contract, the consumer has the right to dissolve the contract within one week of receiving knowledge of the change.
- If the acceptance deviates (on minor points) from the offer included in the offer, the user shall not be bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless the user indicates otherwise.
- A compound quotation shall not oblige the user to deliver part of the offer/quotation of goods for a corresponding part of the price stated.
- Offers/quotations do not automatically apply to repeat orders.
- An agreed delivery period is not a strict deadline and is stated as accurately as possible. Exceeding the delivery time does not entitle the buyer to compensation, suspension or dissolution of the concluded agreement. Cancellation of an order granted shall require the express written consent of the user. All costs already incurred, including those incurred on account of work and the costs associated with cancellation, shall be borne by the buyer.
- Delivery takes place ex works/shop/warehouse of the user. The costs charged for this for shipments within the Netherlands amount to € 12.00. For orders from € 750.00, delivery within the Netherlands will be free of shipping costs. Shipments going abroad will be charged at cost price.
- The buyer shall be obliged to take delivery of the goods at the moment that the user delivers them to him or has them delivered, or at the moment at which they are made available to him in accordance with the agreement.
- If the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the user shall be entitled to store the goods at the risk and expense of the buyer.
- If the user requires information from the buyer within the framework of the execution of the agreement, the delivery period shall commence after the buyer has made this information available to the user.
- The user shall be entitled to deliver the goods in parts, unless this has been deviated from by agreement or the partial delivery does not have any independent value. The user shall be entitled to invoice the delivered goods separately.
- Any transport of documents shall be entirely at the expense and risk of the buyer; the buyer shall be responsible for any insurance himself, even if delivery is free of charge. This clause may only be deviated from if this has been explicitly confirmed in writing by the user.
5. samples and models
- If a sample/model has been shown/delivered to the buyer, it shall be assumed that it has only been provided as an indication without the need for the item to comply with it, unless it has been expressly agreed that the item will correspond with it.
- Unless stipulated otherwise, the buyer is obliged to pay the invoices within 14 days of the invoice date without deduction of any discount. Settlement against any claim against the user is excluded.
- After the expiry of the aforementioned payment term, the buyer is in default; from the moment the buyer is in default, he owes an interest of 1.5% per month or the pro rata part of a month on the amount due and payable.
- In the event of liquidation, insolvency, bankruptcy or suspension of payment of the buyer, all obligations will be immediately due and payable.
- Payments made by the buyer shall always be applied in the first place to all interest and costs due and in the second place to all invoices due and payable in the order of the date.
- The user shall be entitled to charge a reasonable deposit in advance as well as to demand security for compliance with the agreed payment terms.
7. collection costs
- If the buyer fails to pay in spite of a reminder or notice of default, he shall owe all judicial and extrajudicial costs that user is obliged to incur, without any further notice of default being required. The extrajudicial collection costs shall be increased by the interest as referred to in article 6.2, with a minimum of € 50.00 (unless any legal amount opposes this amount).
- The user shall be entitled to suspend the fulfilment of its obligations until the buyer has fulfilled all its due and payable obligations.
- The user shall be entitled to set off all claims against the buyer against any debt that the user may have to the buyer.
8. force majeure
- The parties are not obliged to fulfil any obligation if they are hindered to do so as a result of a circumstance that cannot be attributed to any fault, and for which they are not responsible by virtue of the law, a legal act or generally accepted standards.
- In these general terms and conditions, force majeure shall be understood to mean, in addition to the provisions of the law and jurisprudence in this respect, all external causes, foreseen or unforeseen, over which user has no control, but as a result of which user is unable to comply with his obligations. This includes strikes at user’s company.
- User shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment occurs after user should have fulfilled his obligation.
- The parties may suspend their contractual obligations during the period of force majeure. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without being obliged to compensate the other party for any damage.
- To the extent that user has already partially fulfilled or will be able to fulfil his obligations under the agreement at the time of the commencement of force majeure, and to invoice separately for the part fulfilled or to be fulfilled respectively. The Buyer shall be obliged to pay this invoice as if it were a separate agreement.
9. investigation and complaints
- The buyer is obliged to inspect the delivered goods (or have them inspected) accurately at the time of delivery, but in any case within the shortest possible period of time. In doing so, the buyer must examine whether the quality and quantity of the goods delivered correspond to what has been agreed, or at least whether they meet the requirements that apply to them in normal (commercial) transactions.
- Any visible shortcomings must be reported to the user in writing within 6 days of delivery, together with the simultaneous submission of the guarantee certificate and the defective item, unless this is impossible or unreasonably onerous.
- If the defect is not visible, the buyer must notify the user within the guarantee period at the latest, in accordance with the provisions of the previous paragraph of this article. After the expiry of the warranty period, the user shall be entitled to charge all costs for replacement, including administration, shipping and call-out costs.
- After the discovery of the defect, the buyer is obliged to immediately cease the use of the products and to do everything reasonably possible to prevent (further) damage.
- The user shall not be liable for the defect in question if the buyer fails to comply with the provisions of 9.1. to 9.4. above. The buyer must report a non-visible defect at the latest within the guarantee period.
- If the buyer complains in good time, correctly and justifiably about defects in a good, the resulting liability shall be limited to what is stipulated in articles 10 and 11 of these terms and conditions.
10. Warranty on goods to be delivered
- The user guarantees that the goods to be delivered comply with the usual requirements and standards that can be set for them and are free of any defects whatsoever.
- Provided that a complaint has been made in good time, correctly and in accordance with the provisions of Article 9, and it has been sufficiently demonstrated that the products do not comply with what has been agreed in this respect, the user shall have the choice either to replace the products that have proved to be faulty free of charge, or to repair the products in question (or have them repaired), or to make available to the buyer the parts necessary for repair.
- By paying one of the performances referred to in article 10.2 above, the user shall be fully discharged in respect of its obligations and the user shall not be obliged to pay any further (loss) compensation.
- The manufacturer’s warranty also applies to the products supplied by the user, which is the warranty period for replaced parts.
- The buyer cannot assert any right under this article if without the prior written consent of the user changes in or repairs to the products have not been carried out by the parts supplied to the user have been fitted, the products have been used for purposes other than those for which they were intended or the products are otherwise incompetent in any way or maintenance, as well as in the event that the Buyer is in default with respect to the user is in default. Also, damage as a result of normal use or wear and tear are excluded from the warranty.
- Warranty on repair work is excluded.
11. liability and indemnity
- With regard to the products supplied by the user, the liability does not extend beyond what is stipulated in article 10 of these terms and conditions.
- With regard to the products supplied by the user, the liability does not extend beyond what is stipulated in article 10 of these terms and conditions.
- The user is not liable for any damage resulting from from the implementation of the contract for the employment of workers, unless the damage caused is the result of an intentional act, intentional act or omission on the part of the recklessness, negligence, carelessness or erroneousness actions of the user or its managerial staff. In all cases, the user’s liability is limited. up to the amount of any non-life insurance benefit, then or, if no insurance benefit can be obtained, until the net invoice value of the goods in question, or work done.
- The buyer indemnifies the user against claims for compensation from third parties.
- The user shall never be liable for so-called consequential damage which the buyer may suffer in respect of the agreement, which shall be deemed to include consequential damage to the company, environmental damage and immaterial damage.
12. intellectual property and copyright
- Without prejudice to the other provisions of these general terms and conditions, the user reserves the rights and powers vested in the user by virtue of the Copyright Act.
- The buyer is not permitted to make any changes to the goods, unless the nature of the delivered goods dictates otherwise or if it has been agreed otherwise in writing.
- The buyer is not permitted to make changes to the goods, unless the nature of the delivered goods dictates otherwise or if it has been agreed otherwise in writing.
- All documents provided by the user, such as designs, sketches, drawings, software, (electronic) files, etc., are intended exclusively for use by the buyer and may not be reproduced, published or brought to the attention of third parties by the buyer without the user’s prior consent, unless the nature of the documents provided dictates otherwise.
- User reserves the right to use any knowledge gained during the execution of the work for other purposes, insofar as no confidential information is brought to the attention of third parties.
- Any dispute arising from the agreement concluded between the buyer and the user shall be settled exclusively by the competent court in the area in which the user has its registered office, unless the user prefers another competent court.
- The parties will only appeal to the court after they have made every effort to resolve a dispute in mutual consultation.
14. applicable law
- Dutch law shall apply to every agreement between the user and the buyer.
- These terms and conditions have been filed with the Chamber of Commerce of Gooi- en Eemland Amersfoort and are effective from the date of filing.
- The most recently filed version or the version applicable at the time of the establishment of the legal relationship with the user shall always apply.
- In the event of an explanation of the content and purport of these General Terms and Conditions, the Dutch text of these General Terms and Conditions will always be decisive.
15. reservation of title
- The Seller retains title to all goods delivered by him until the Buyer has fulfilled all his payment obligations in full.
- The Buyer undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage, as well as against theft, and to make this insurance policy available for inspection by the User upon first request. In the event that the insurance is paid out, the User will be entitled to these compensations. Insofar as necessary, the Buyer undertakes vis-à-vis the User in advance to cooperate with all that which may be necessary or desirable in that context (appear) to be.
- In the event that the User wishes to exercise his property rights as referred to in this article, the Buyer gives the User and third parties to be appointed by the User unconditional and irrevocable permission in advance to enter all those places where the User’s property is located and to take those items back.
16. general data protection regulation
- The User’s privacy statement applies to the processing of personal data. The privacy statement can be found on the User’s website: www.studiolightboxx.nl. This privacy statement is an integral part of these general terms and conditions.
- By agreeing to these general terms and conditions, the buyer declares to be familiar with the contents of the User’s privacy statement and to be aware of the rights that the buyer has in this respect (including rights of inspection, improvement, removal, transferability). The buyer declares to have been sufficiently informed by the User of these rights.
- If, in the context of the Agreement, personal data of the buyer/individuals of the buyer must be processed, the User must be regarded as a “processor” within the meaning of the General Data Protection Ordinance and the buyer must be regarded as a “data controller”. User will then, as processor, comply with all applicable legal privacy legal obligations. In this context, the User concludes a processing agreement with these third parties.
17. final determination
- In all cases where these General Terms and Conditions do not provide, an agreement will be interpreted in the light of these terms and conditions and in accordance with reasonableness and fairness.
18. questions and remarks
- If any questions or comments arise after reading these general terms and conditions, please contact the undersigned using the information below. We strive to answer any questions about these General Terms and Conditions within a fixed period of 14 working days.
Powerlight International B.V.
3861 PR Nijkerk
T. 033 – 2460331
gedeponeerd 9 mei 2019
KvK nummer 32093845