General Terms and Conditions of Delivery and Payment of Annelies de Jong, established in Laar, Germany.
Article 1. General
conditions apply to every offer, quotation and ( amendment of) agreement between Annelies de Jong hereinafter referred to as: “Annelies”, and a Counterparty to which Annelies has declared these terms and conditions applicable, insofar as these terms and conditions has not been deviated from explicitly and in writing by the parties.
1.2 The present terms and conditions also apply to agreements in which Annelies uses the services of third parties.
1.3 The applicability of any purchase or other conditions of the Other Party is expressly rejected.
1.4 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, the other provisions
of these general terms and conditions will remain fully applicable. Annelies and the Other Party will then enter into consultations in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provisions will be observed as much as possible.
1.5 If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place ‘in the spirit’ of these provisions.
1.6 If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and conditions.
1.7 If Annelies does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that Annelies would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2. Quotations and offers
2.1 All quotations and offers from Annelies are without obligation, unless a term for acceptance has been set in the quotation. A quotation or offer lapses if the product to which the quotation or offer relates is no longer available in the meantime, or can no longer reasonably be delivered at the stated price. Annelies cannot be held to its quotations or offers if the Other Party can or should reasonably have understood that the quotations or offers, or a part thereof, contain an obvious mistake or error.
2.2 The prices stated in a quotation or offer include VAT . If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Annelies is not bound by this. The agreement will then not be concluded in accordance with this deviating acceptance, unless Annelies indicates otherwise in writing.
2.3 A composite quotation does not oblige Annelies to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Prices
3.1 The stated prices are based on the cost price determining factors at the time of the offer. Annelies reserves the right for all changes in the cost-determining factors occurring after the date on which the offer was made or the order confirmation was sent (such as price increases of materials or semi-finished products, changes in wages, changes in exchange rates, but not limited to this enumeration). ) to pass on to the other party, even if these cost-increasing circumstances could already be foreseen upon acceptance of the assignment;
3.2 Our standard price list applies at all times for the calculation of the price to be paid, unless expressly agreed otherwise in writing;
3.3 Unless otherwise indicated or agreed, the prices are per item;
Article 4. Agreements
4.1 Agreements are only concluded if an order
has been given by the other party, either verbally or in writing. This must include the name, address and place of residence of the other party, the date of the assignment, a description of the goods to be delivered or the nature of the work or services to be performed and (if applicable) the name(s) of the person(s) who provides the assignment on behalf of the other party;
4.2 If, after the conclusion of the agreement, the other party wishes to make a change with regard to the goods to be delivered or the nature of the work or services to be performed, Annelies may require written confirmation of the change;
Article 5. Cancellations
5.1 If the other party, after placing and accepting the order, wishes to cancel it, for whatever reason, then Annelies has the right, at its own discretion, either to oblige the other party to fully comply with the agreement, or to accept the cancellation under the condition that the other party pays an amount equal to 50% of the amount of the assignment as fixed compensation within a period to be set by us;
5.2 The arrangement contained in the previous paragraph also applies if the other party refuses to accept a shipment of ordered goods. In that case, the other party will also be charged for any (additional) transport costs;
Article 6. Payment and collection costs
6.1 Unless otherwise agreed, payments must be made in advance in the webshop or upon delivery without intervention in the webshop.
6.2 Payment by invoice must be made within 14 days of the invoice date, in a manner to be indicated by Annelies and in the currency in which the invoice was made, unless indicated otherwise in writing by Annelies. Annelies is entitled to invoice periodically.
6.3 If the Other Party fails to pay an invoice on time,
the Other Party will be in default by operation of law. The Other Party will then owe commercial interest in accordance with Article 6:119a Rv and collection costs. The interest on the due and payable amount will be calculated from the moment that the Other Party is in default until the moment of payment of the full amount due. Annelies 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 accrued and finally to reduce the principal sum and the accrued interest.
6.4 Annelies can, without being in default, refuse an offer for payment if the Other Party designates a different order for the allocation of the payment. Annelies can refuse full repayment of the principal sum, if the outstanding and accrued interest and collection costs are not also paid.
6.5 The Other Party is never entitled to set off the amounts it owes Annelies.
6.6 Objections to the amount of an invoice do not suspend the payment obligation. The Other Party that cannot invoke Section 6.5.3 of the Dutch Civil Code is also not entitled to suspend payment of an invoice for any other reason.
6.7 If the Other Party is in default or in default in the (timely) fulfillment of its obligations, then all costs incurred in obtaining payment in and out of court (including execution costs) will be borne by the Other Party. The Other Party also owes interest on the collection costs due.
Article 7. Force majeure
7.1 If Annelies is unable to fulfill her obligations towards the Other Party due to a non-attributable shortcoming (force majeure), the fulfillment of those obligations will be suspended for the duration of the force majeure situation. If this period lasts longer than two months, then each of the parties is entitled to terminate the agreement, without any obligation to pay damages to the other party.
7.2 In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and jurisprudence, all external causes, foreseen or unforeseen, over which Annelies cannot exercise direct influence (including strikes, winter conditions, etc.), but as a result of which Annelies is not reasonably able to fulfill its obligations. Annelies also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Annelies should have fulfilled its obligation.
7.3 If, at the time of the occurrence of force majeure, Annelies has already partially fulfilled its obligations under the agreement or will be able to fulfill them, Annelies is entitled to invoice the part already fulfilled or to be fulfilled respectively separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.
Article 8. Delivery
8.1 The delivery times stated by Annelies are always without obligation and can never be regarded as deadlines; exceeding this does not entitle the other party to compensation, suspension or dissolution of the concluded agreement;
8.2 Each delivery of work by the supplier to the client is subject to retention of title, until the client has fulfilled all obligations under the agreement, including payment of interest and costs.
Article 9. Transport
9.1 All delivery costs and shipping costs are for Annelies.
9.2 In case of free delivery, Annelies will always follow the cheapest method of shipment, at our discretion, unless agreed otherwise in advance;
9.3 If Annelies delivers the goods by post, this will be done by registered mail as much as possible;
9.4 Goods are always dispatched, even if free delivery has been agreed, at the risk of the other party;
Article 10. Retention of title
10.1 All goods delivered by Annelies in the context of the agreement remain the property of Annelies until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with Annelies.
10.2 Goods delivered by Annelies, which fall under the retention of title pursuant to paragraph 1, may not be (re)sold, restricted and/or encumbered in any form whatsoever.
10.3 The Other Party must always do everything that may reasonably be expected of it to safeguard Annelies’ property rights.
10.4 If third parties (threaten to) seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Other Party is obliged to immediately inform Annelies of this in writing and to inform the bailiff and/or third party by registered letter. to inform Annelies about the retention of title, with a copy of that message to Annelies. This obligation also applies in the event of (provisional) suspension of payments and bankruptcy. in which case the Other Party will inform the bailiff, administrator or trustee of Annelies’ retention of title.
10.5 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 provide Annelies with the policy of this insurance for inspection on first request. In the event of a possible payment from the insurance, Annelies is entitled to these payments. Insofar as necessary, the Other Party undertakes towards Annelies in advance to cooperate with everything that may (appear to be) necessary or desirable in that context.
10.6 In the event that Annelies wishes to exercise its property rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance to Annelies and third parties to be designated by Annelies to enter all those places where Annelies’ property is located and return those items. to take.
Article 11. Investigation, complaints, limitation period
11.1 The Other Party is obliged to inspect the delivered goods or have them inspected, immediately at the moment the goods are made available to it or the relevant activities have been carried out. In doing so, the Other Party should examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed on in this regard. All defects must be reported to Annelies in writing within seven days after delivery, with a detailed description of the defect and photos. The Other Party must give Annelies the opportunity to investigate a complaint (or have it investigated) and to fully cooperate with this. In the event of defects, the Other Party must immediately cease and discontinue all use of the products and do everything reasonable to prevent further damage to the product.
11.2 Despite the fact that the Other Party makes a timely complaint, this does not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the otherwise ordered items.
11.3 If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation.
11.4 If it is established that an item is defective and a complaint has been made in this respect in a timely manner, then Annelies will send the defective item within a reasonable period of time after its return or, if return is not reasonably possible, written notification of the defect by the Other Party, at the discretion of the Other Party. Annelies, replace or arrange for its repair or pay replacement compensation to the Other Party. In the event of replacement, the Other Party is obliged to offer the replaced item to Annelies for destruction, unless Annelies indicates otherwise.
11.5 If (a) the Other Party does not cooperate or otherwise investigation
is not (or no longer) possible, and/or (b) the product is not used or stored normally and carefully and/or instructions are not (all) given in have become eight, or (c) without the prior written consent of Annelies any adjustments have been made to the product, the complaint will not be processed (further) and the Other Party has no claims in this regard. The research costs of Annelies (and/or third parties hired by her) will then be charged to the Other Party.
Article 12. Warranty
12.1 Annelies gives a color fastness guarantee on certified products as stated in the supplied guarantee conditions. Annelies gives a 1-year guarantee on color fastness on all other products.
12.2 If Annelies delivers products to the Other Party that Annelies has obtained from a supplier, then the guarantee to which Annelies can claim towards its supplier applies to the Other Party. Annelies is never obliged to provide a further guarantee to the Other Party.
12.3 When processing or processing our products by the other party, Annelies does not guarantee the color fastness and shelf life of the materials it uses.
12.4 Contrary to the statutory limitation periods, the limitation period for all claims and defenses against Annelies and the third parties involved by Annelies in the performance of an agreement is one year.
Article 13. Size differences
13.1 Size differences as a result of shrinkage, expansion or pulling of the materials to be used cannot always be avoided and cannot give the other party any reason to reject the delivered goods. Deviations between the delivered work on the one hand and the original and/or the instructions given on the other cannot be grounds for rejection if it can reasonably be stated that, taking the circumstances into account, they have no influence on the use value of the work;
Article 14. Exchange
14.1 Delivered goods, materials or semi-finished products cannot be exchanged;
Article 15. Intellectual Property
15.1 The other party does not acquire any intellectual property rights with regard to Annelies’ products.
15.1 The other party is not permitted to change or remove brand marks or identifying marks affixed to the products or their packaging, or to change or imitate the products or any part thereof.
15.2 In the event of claims from third parties regarding an infringement of intellectual property rights of third parties, Annelies can, if necessary, replace or change the relevant product or dissolve the agreement in whole or in part.
The other party is only entitled to dissolve the agreement insofar as maintenance of the agreement cannot reasonably be expected of it.
15.3 The other party may not use texts on the website www.annelies-dejong.nl without written permission from Annelies .
15.4 The other party will immediately notify Annelies of any claim from a third party regarding an infringement of intellectual property rights with regard to the products. In all cases, the other party will cooperate with Annelies. In the event of a claim with regard to the products, only Annelies is authorized to defend this on behalf of the other party or to take legal action against that third party, or to reach an amicable settlement with that third party. The other party will refrain from all such measures, insofar as this can reasonably be expected of it. In the event of a claim with regard to the visual material, Annelies is also entitled to take all measures she deems necessary to secure her position.
15.5 Annelies is not liable for damage that the other party or third parties may suffer in connection with an (alleged) infringement of intellectual property rights on the visual material. The other party indemnifies Annelies against all claims from third parties in this regard.
15.6 Annelies is not liable for making reproductions for which the other party does not have official permission from the artist or photographer. This accountability is fully for the account of the other party.
15.7 The artist retains full copyright rights to the paintings or other originals photographed by Annelies.
Article 16. Liability
16.1 Except for intent or gross negligence on the part of Annelies or our subordinates, to be proven by the other party, Annelies is never liable for any damage, in any form whatsoever, either direct or indirect, which could be the result of goods delivered by Annelies, by Advice given to Annelies, work or services performed by Annelies, delay in or failure to deliver, advice, work or services;
16.2 Annelies is also not liable for damage that arises because the sold or delivered goods do not meet the legal or other requirements set or to be set by the government for the use of these;
16.3 Without prejudice to the provisions of the above parts of this article, our liability for damage is limited to damage that results directly from the handling of the order and this to an amount equal to the net invoice value of the goods concerned;
16.4 If Annelies could invoke the provisions of this article, any employees who may be held liable may also invoke this, as if they themselves were a party to the agreement;
16.5 All liability of Annelies is excluded if it concerns transport and/or transport by Annelies and/or a third party hired by her (including DPD, FedEx, TNT, UPC, Post-NL, etc. ) . The Other Party must insure itself for this and accepts at its own expense the risks associated with transport and transport.
Article 17. Non-attributable non-compliance
17.1 In this context, non-attributable non-compliance is understood to mean: any circumstance independent of the will of the parties or unforeseeable circumstances as a result of which the other party can no longer reasonably require us to comply with the agreement;
17.2 Non-attributable non-compliance in any case includes:
war, mobilization, riots, transport disruptions, stagnation in or termination of deliveries by public utilities and suppliers of electricity and fuel, fire, machine breakdown and other accidents, strikes, excessive absenteeism of our staff, malfunctions in our computer network by third parties, government measures, including in any case import and export bans, quotas, operational failures at our premises or at our suppliers, involuntary malfunctions or obstacles that make the execution of the agreement more expensive and/or more difficult such as storm damage and/or other natural disasters, as well as attributable non-compliance by our suppliers, as a result of which we cannot (any longer) fulfill our obligations towards the other party and other unforeseen circumstances, also in the country of origin of materials and semi-finished products;
17.3 If a situation of non-attributable non-compliance occurs, Annelies is entitled to suspend the performance of the agreement or to dissolve the agreement definitively, without the other party being able to claim any right to compensation of costs, damage and interest on that basis. assert;
17.4 Annelies is entitled to claim payment for the services performed in the performance of the relevant agreement before the circumstance that results in non-attributable non-compliance has become apparent;
17.5 Annelies also has the right to invoke non-attributable non-compliance if the circumstance resulting in the non-attributable non-compliance occurs after our performance should have been delivered;
Article 18. Indemnification
18.1 The Other Party indemnifies Annelies against all claims from third parties, including claims related to the performance of the agreement (which should also include with regard to the transport by Annelies or third parties hired by her) and/or claims from (intellectual and /or industrial) property.
18.2 If Annelies should be held liable by third parties on that basis, the Other Party is obliged to assist Annelies both in and out of court (including taking care of all legal costs in this connection) and to immediately do everything that is required of him in that regard. case can be expected. Should the Other Party fail to take adequate measures, Annelies is entitled to do so herself without prior notice. All costs and damage incurred by Annelies and third parties as a result thereof are fully for the account and risk of the Other Party.
Article 19. Security, creditworthiness
19.1 With every agreement entered into by and with Annelies, the unsatisfactory condition of our counterparty applies as a resolutive condition, even if partial delivery has taken place;
19.2 Annelies has the right at all times by registered letter to require the other party to provide security for payment of amounts already due, as well as amounts due in the future, arising from the agreement. In that case, the other party undertakes to provide the required security within eight days of receipt of the registered letter referred to;
Article 20. Retention period Giclée
20.1 If the said giclees are not collected within the term referred to in that article, Annelies is entitled to keep them herself.
20.2 Failure to collect the items referred to in art. 20.1 the materials mentioned do not release the other party from the obligation to pay on time;
Article 21. Provision of originals
21.2 Annelies is not liable for any damage that may occur to originals and materials provided by the other party during transport or processing. Nor are we liable for theft or the (complete or partial) loss of originals or materials of the other party;
Article 22. Costs
22.1 All judicial and extrajudicial costs that Annelies has to incur in connection with non- compliance / shortcoming of the other party are for her account;
22.2 In the event of late payment, the extrajudicial collection costs will amount to at least 15% of the amount to be collected with a minimum of € 100.00;
Article 23. Applicable law and disputes
23.1 All legal relationships to which Annelies is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
23.2 Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.