GENERAL TERMS AND CONDITIONS
Article 1: Definitions
- DIGITAL PRODUCTIONS, established in Kasteel Osenstraat 31, Roermond (NL), is referred to as seller in these general conditions.
- The counterparty of the seller is referred to as buyer in these general terms and conditions.
- Parties are seller and buyer together.
- The agreement means the purchase agreement between the parties.
- DIGITAL PRODUCTIONS, established in Kasteel Osenstraat 31, Roermond (NL), is referred to as seller in these general conditions.
Article 2: Applicability of general conditions
- These conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of seller.
- Deviating from these conditions is only possible if this has been agreed explicitly and in writing by the parties.
Article 3: Payments
- The full purchase price is always paid before receiving the product or service. For reservations, a deposit is expected in some cases. In that case, the buyer receives proof of the reservation and the prepayment.
- Unless there is an amended written agreement, the items, products, digital services and services provided by the seller or Digital Productions must be paid in full by the buyer, client , customer and client before they are delivered and / or sent. The buyer, client, customer and client are always in agreement with this at the time of placing the order, ordering and signing the offer.
- Unless otherwise agreed in writing, full payment must be received by seller or Digital Productions before access is granted to software and other digital services and services. Digital Productions reserves the right to make the delivered software, digital services and services inaccessible and no longer available if and as long as full payment has not yet been received.
- If the buyer does not pay on time, he is in default. If the buyer remains in default, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
- If the buyer remains in default, the seller will proceed to collection. The costs related to this collection will be borne by the buyer.
These collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
- In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller’s claims against the buyer shall be immediately due and payable.
- If the buyer refuses to cooperate with the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.
Article 4: Offers, quotations and price
- Offers are without engagement, unless a term of acceptance is mentioned in the offer.
- If the offer is not accepted within that period, the offer will lapse.
Delivery times in quotations are indicative and do not give buyer the right to dissolution or compensation if this is exceeded, unless the parties have expressly agreed otherwise in writing.
- Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree this in writing.
- The price stated on offers, quotations and invoices consists of the purchase price including the VAT due and any other government levies.
Article 5: Right of withdrawal
- The consumer has the right to terminate the contract without giving any reason within 14 days after receipt of the order (right of withdrawal).
The term starts from the moment the (complete) order is received by the consumer.
- There is no right of withdrawal if the products are made to measure according to their specifications or are only kept for a short period.
- The consumer can use a seller’s withdrawal form. The seller is obliged to make this available to the buyer immediately after the buyer has asked the question.
- During the reflection period, the consumer will handle the product and packaging carefully. He will only unpack or use the product to the extent that is necessary to assess whether he wishes to keep the product. If he makes use of his right of withdrawal, he will return the unused and undamaged product with all accessories and – if reasonably possible – in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.
Article 6: Modification of the agreement
- If it becomes apparent during the execution of the agreement that it is necessary for the proper performance of the assignment to change or supplement the work to be performed, the parties will timely and in mutual consultation adjust the agreement accordingly.
- If the parties agree that the agreement is amended or supplemented, the time of completion of the execution can be influenced as a result.
- The seller will inform the buyer as soon as possible. If the change or supplement to the agreement has financial and / or qualitative consequences, the seller shall inform the purchaser about this in writing in advance.
- If the parties have agreed on a fixed price, the seller will indicate to what extent the change or supplement to the agreement will result in an exceeding of this price.
- Contrary to the provisions of the third paragraph of this article, the seller can not charge any additional costs if the change or supplement is the result of circumstances that can be attributed to him.
Article 7: Delivery and risk transition
- Once the purchased has been received by the buyer, the risk passes from seller to buyer.
Article 8: Research, Advertisements
- The buyer is obliged to (have examined) the delivered goods at the time of delivery, but in any case within as short a time as possible. In doing so, the buyer should investigate whether the quality and quantity of the delivered goods correspond with what the parties have agreed, at least that quality and quantity meet the requirements that apply to normal (commercial) traffic.
- Complaints regarding damage, shortages or loss of delivered goods must be submitted to the seller in writing within 10 working days after the day of delivery of the goods.
- If the complaint is well-founded within the set term, the seller has the right to either repair or to deliver again, or to abandon delivery and send the buyer a credit note for that part of the purchase price.
- Minor deviations and / or customary deviations and differences in quality, quantity, size or finish can not be invoked against the seller.
Complaints relating to a certain product do not affect other products or parts belonging to the same agreement.
- After processing the goods at buyer’s, no complaints are accepted.
Article 9: Samples and Demos
- If a sample or model has been shown or provided to the buyer, then it is presumed to have been provided as an indication only, without the goods to be delivered having to be answered.
This is different if the parties have explicitly agreed that the item to be delivered will correspond to this.
- In the case of agreements relating to immovable property, the indication of the surface or other dimensions and indications shall also be presumed to be intended as an indication only, without the goods to be delivered having to be answered.
Article 10: Delivery
- The buyer is obliged to take delivery of the goods at the time that the seller delivers them or has them delivered to him, or at the time when these goods are made available to him according to the agreement.
- If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the seller is entitled to store the goods at the expense and risk of the buyer.
- If the goods are delivered, the seller is entitled to charge any delivery costs.
- If the seller requires data from the buyer for the execution of the agreement, the delivery period commences after the buyer has made this information available to the seller.
- A delivery period stated by the seller is indicative. This is never a fatal deadline. If the term is exceeded, the buyer must give notice of default to the seller in writing.
- The Seller is entitled to deliver the items in parts, unless the parties have agreed otherwise in writing or if the part delivery does not have an independent value. The seller is, upon delivery in parts, entitled to invoice these parts separately.
Article 11: Ascendancy
- If the vendor can not, not timely or not adequately fulfill his obligations under the agreement due to force majeure, then he is not liable for damage suffered by the buyer.
- By force majeure the parties in any case understand any circumstance with which the seller could not take into account at the time of entering into the agreement and as a result of which the normal execution of the agreement can not reasonably be demanded by the buyer, such as, for example, illness, war or war danger, civil war and riot, molestation, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation, strikes, workforce exclusion, altered government measures, transport problems, and other disruptions in the seller’s business.
- Furthermore, the parties under force majeure understand the circumstance that subcontractors of which the seller is dependent for the implementation of the agreement, do not fulfill the contractual obligations towards the seller, unless this can be blamed on the seller.
- If a situation as referred to above arises as a result of which the seller can not fulfill its obligations towards the buyer, these obligations will be suspended as long as the seller can not meet his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
- In case the force majeure lasts longer than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered mail.
Article 12: Transfer of rights
- Rights of a party to this agreement can not be transferred without the prior written consent of the other party. This provision applies as a clause with a property law effect as referred to in the Dutch Civil Code.
Article 13: Retention of title and right of retention
- The goods and items and items delivered at the seller remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller can invoke his retention of title and take back the goods.
- If the agreed advance amounts are not paid or not paid on time, the seller has the right to suspend the work until the agreed part has been paid. There is then a creditor’s default. A late delivery can in that case not be made against the seller.
- The Seller is not authorized to pledge the goods falling under his retention of title nor encumber them in any other way.
- The seller undertakes to insure the goods delivered to the buyer 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 available for inspection on first request.
- If items have not yet been delivered, but the agreed prepayment or price has not been paid in accordance with the agreement, the seller has the right of retention. The case will then not be delivered until the buyer has paid in full and in accordance with the agreement.
- In the event of liquidation, insolvency or suspension of payment of the buyer, the obligations of the buyer are immediately due and payable.
Article 14: Liability
- Any liability for damage arising from or connected with the execution of an agreement is always limited to the amount that is paid by the closed liability insurance (s) in the relevant case. This amount is increased by the amount of the excess according to the relevant policy.
- The seller’s liability for damage resulting from intent or deliberate recklessness on the part of the seller or his superior subordinates is not excluded
Article 15: Complaints
- Buyer is obliged to immediately report complaints about the work performed to the seller.
The complaint contains as detailed a description as possible of the shortcoming, so that the seller is able to respond adequately.
- If a complaint is well-founded, the seller is obliged to repair the goods and to replace them if necessary.
Article 16: Warranty
- If guarantees are included in the agreement, the following applies. Seller warrants that the sold goods comply with the agreement, that it will function without defects and that it is suitable for the use that the buyer intends to make. This guarantee applies for a period of two calendar years after receipt of the sold by the buyer
- The guarantee in question is intended to establish a risk distribution between seller and buyer so that the consequences of a breach of a guarantee are always fully at the expense and risk of the seller and that the seller can never invoke a breach of a guarantee. Section 6:75 of the Dutch Civil Code. The provisions of the previous sentence also apply if the infringement was known to the buyer or could have been known by conducting research.
- The said warranty does not apply if the defect arose as a result of improper or improper use or if – without permission – the buyer or third parties have made changes or attempted to make or have used the purchased goods for purposes for which it is not intended.
- If the warranty provided by the seller relates to a case produced by a third party, the guarantee is limited to the guarantee provided by that producer.
Article 17: Applicable law
- Dutch law is exclusively applicable to this agreement between seller and buyer. The Dutch judge is competent.
- The applicability of the Vienna Sales Convention is excluded.
- If one or more provisions of these general terms and conditions are considered to be unreasonably onerous in legal proceedings, the remaining provisions will remain in full force.