General Terms and Conditions

1.1 These General Terms and Conditions apply to all offers, agreements and deliveries 

concerning products created by the design agency. In these General Conditions the design 

agency’s other party will be referred to as the ‘Buyer’.
1.2 Any terms and conditions of purchase of the Buyer will not exclude or restrict the 

applicability of these General Conditions.

2 Offers and agreements
2.1 All offers and quotations by the design agency are without commitment.
2.2 Agreements between the design agency and the Buyer will be concluded upon written
acceptance by the design agency. The Buyer may cancel assignments given only with
the design agency’s consent.

3 Delivery periods
Delivery periods stated by the design agency are for information purposes and may not
be regarded as being of the essence, unless otherwise expressly agreed in writing.

4 Change of circumstances and force majeure
4.1 If after the conclusion of an agreement the prices of raw materials, wages, import
duties, taxes or other external costs increase (whether or not as a result of exchange
rate fluctuations), the design agency will have the right to adjust its sales price to that
increase. The design agency must inform the Buyer of such a circumstance as soon as
possible, after which the Buyer will have the right to dissolve the agreement within a
period of eight days.
4.2 If the design agency is unable to perform the agreement due to an event of force
majeure, it will have the right to dissolve the agreement in full or in part or to suspend
its obligations until the event of force majeure has ended. The Buyer will in that case be
obligated to pay for any products already delivered.

5 Deviations
All details, models and pictures concerning colours, materials, dimensions and
finishing will be for information purposes only. Minor deviations will in no event be
grounds for rejection, discount, dissolution of the agreement or damages.

6 Deliveries
Delivery will be carriage paid only if that has been expressly agreed. If delivery is not
carriage paid, the design agency will be entitled to charge carriage charges.

7 Risk
The risk in the products to be delivered will pass to the Buyer the moment the products
leave the design agency’s storage space, irrespective of the agreements made between
the design agency and the Buyer regarding carriage and insurance.

8 Buyer’s refusal to take delivery
If the Buyer refuses to take delivery, the design agency may charge the resulting costs
to the Buyer. In that case the design agency will furthermore have the right to dissolve
the agreement, without prejudice to its right to claim full damages.

9 Payment
9.1 The design agency may at any time demand full or partial payment in advance or cash
on delivery.
9.2 In the event of sales on account, payment of the invoice amount must be made within
30 days, without the Buyer being entitled to any discount or settlement.
9.3 If the design agency has not received full payment at the end of the payment term, the
Buyer will be in default and will owe interest equal to the statutory interest. All costs
incurred by the design agency in connection with late payment, such as costs of legal
proceedings, court costs and out-of-court costs, including the costs of legal assistance,
bailiffs and collection agencies, will be payable by the Buyer. The out-of-court costs are
set at a minimum of 10% of the invoice amount, subject to a minimum amount of
€150, excluding VAT.

10 Right to postpone obligations
If the Buyer is in default or if the design agency has good reason to fear that the Buyer
will not fulfil its obligations or will not do so in full and/or in time, the design agency will
have the right to postpone its obligations under all agreements between the parties in
full or in part, or to dissolve such agreements in full or in part, without any notice of
default or judicial intervention being required, and without being liable for any
damages, in which case all obligations of the Buyer will fall due immediately.

11 Retention of title
11.1 Title to all products delivered will continue to vest in the design agency until the Buyer
has fulfilled all its obligations under the agreement towards the design agency.
11.2 The Buyer may sell products that have remained the design agency’s property
pursuant to this clause to third parties only in the customary conduct of its business.
11.3 If the Buyer fails to fulfil its obligations under an agreement concluded with the design
agency or if the design agency has good reason to fear that the buyer will fail to fulfil its
obligations, the design agency will have the right to take back products delivered from
the Buyer or from third parties that hold the products on behalf of the Buyer. In that
case the Buyer must fully cooperate.

12 Complaints
12.1 If applicable, the Buyer must inform the design agency accurately, in detail and in
writing of any complaints concerning the products delivered, within ten days of receipt
of the products, or immediately in the event of visible defects.
12.2 Without prejudice to the preceding paragraph, the Buyer must inspect the products
delivered to it before using them, having them used, implementing them or selling
them.

13 Return shipments
Products delivered may be returned only with the design agency’s prior written
consent, in which respect the design agency will have the right to give instructions
regarding the manner of shipment.

14 Intellectual property rights
The design agency owns and retains all intellectual property rights that apply to or may
be created in respect of the design.

15 Liability for loss
15.1 The design agency is not liable for any loss incurred by the Buyer as a result of defects, 

wrongful acts or otherwise, unless the damage is directly and exclusively due to gross 

negligence or intent on the part of the design agency.
15.2 Only loss of which the Buyer has irrefutably proven that it is due to a circumstance or 

event for which the design agency can be held legally liable will qualify for compensation.
15.3 Loss consisting of loss of profits or lower proceeds will in no event qualify for
compensation.
15.4 Loss related to damage to or loss of property or to personal injuries will qualify for
compensation up to the amount invoiced for the delivery or partial delivery, on the
understanding that that amount may not exceed € 45,000 and will in any event at all
times be limited to the amount that the insurer pays the design agency in the case in
question.
15.5 The Buyer indemnifies the design agency against any and all claims related to loss
caused by third parties that are engaged in the performance of the agreement at the
Buyer’s request and with the Buyer’s consent, and against any loss caused by materials
supplied by third parties at the Buyer’s request and with the Buyer’s consent.
15.6 The design agency will not be liable for any loss caused by incompetent use of the
products delivered or by their use for a purpose other than that for which they are
suitable by objective standards.

16 Dutch law
These General Terms and Conditions are governed by Dutch law. In the event of
disputes, the court of the place where the designer has its registered office will be the
competent court, unless that conflicts with the rules on the territorial jurisdiction of
Cantonal Courts.