Design4Awareness, Amsterdam, Netherlands

General terms and conditions for the WEBSHOP

1.1 These general terms and conditions of sale apply to and form part of all sales agreements concluded by Design4Awareness as a seller of Art/posters/paintings and various consumer goods (hereinafter: “Design4Awareness”).

1.2 Design4Awareness does not accept any general terms and conditions of the customer (hereinafter: “Customer”), except if and to the extent that any terms or conditions have been accepted in writing by Design4Awareness.

1.3 If the order confirmation of Design4Awareness’s order contains terms and conditions that differ from these terms and conditions, the condition set out in Design4Awareness’s order confirmation shall prevail.

Agreement

2.1 All offers and quotations of Design4Awareness are non-binding and valid up to 30 days after the date of submission.

2.2 All (online) sales by Design4Awareness are confirmed in writing by Design4Awareness (by e-mail, digital confirmation or by regular mail), and finally approved and confirmed by a digitally confirmed sales agreement.

2.3 The Client is also deemed to have accepted the order from Design4Awareness if he has requested the execution of the order.

2.4 Any (order) confirmation(s) of the Customer deviating from the order confirmation of Design4Awareness are only binding on Design4Awareness if Design4Awareness has accepted such deviations in writing.

Price and terms of payment

3.1 The price in the order confirmation of Design4Awareness is fixed and includes 21% Dutch VAT.

3.2 All taxes and duties of any kind, now or in the future, levied by the government, whether federal, state or local, directly or indirectly, on the sale or transport of the goods covered by the warranty will be paid and borne by the Customer.

3.3 Design4Awareness is entitled to increase the price retroactively if the cost-determining factors have been increased. These factors include, but are not limited to: production costs, raw and auxiliary materials, energy, products or materials obtained by Design4Awareness from third parties, taxes, levies, government charges, freight charges and insurance premiums. Design4Awareness will inform the customer of any such increase.

3.4 Set-off or retention of payment by the Customer is not permitted unless Design4Awareness has confirmed in writing that set-off or retention of payment by the Customer is permitted.

3.5 The Customer shall be deemed to be in default without any reminder or notice of default if it fails to make the payments due. Default interest may be charged at an annual rate of 12%.

3.6 In all cases Design4Awareness remains, without limitation, the owner of the goods until such time as the Customer has fulfilled all its obligations and full payment(s) has been received by Design4Awareness.

3.7 Upon completion, if applicable, additional storage costs of 1% of the total invoice price per week (with a minimum of EUR 50 per week) will be charged for the storage of goods if the outstanding invoice amount has not been paid in full and no shipping arrangements have been made within ten working days of the date of receipt of the product from Design4Awareness. The 1% fee will be compiled each week until the outstanding invoice amount has been paid in full and the shipping costs have been paid.

3.8 Design4Awareness has the right to request a minimum of 100% prepayment for the online sale of the goods.

3.9 There are no warranties with the goods from Design4Awareness.

Delivery and delays

4.1 Design4Awareness is entitled to a partial shipment of the order. Each delivery can be seen as a separate contract. It is the customer’s responsibility to ensure that the goods fit through doors, windows and / or windows.

4.2 Design4Awareness will be exempted from the agreed delivery dates and periods to the extent and for as long as circumstances occur that significantly impede performance. Any difficulties of any kind, the atmosphere and segment of the supply chain in which they occur, such as force majeure and force majeure (e.g. flooding, ice, harvest loss, etc.), export and import restrictions, difficulties in production, difficulties in the purchase of raw materials, business interruptions (defects in equipment or machinery, fire, etc.), strikes, lack of personnel or similar measures, emergencies or difficulties in loading and transport shall be considered as substantial impediments to performance.

4.3 In the event of a material impediment to performance under Clause 4.2, Design4Awareness is entitled to dissolve the agreement with immediate effect without compensation or to extend the agreed delivery time by the duration of such impediment and the time necessary to make or deliver adjustments. If such an extension will last longer than two months, the Customer may dissolve the agreement. If continuation of the agreement seems unreasonable for both parties before the extension period has expired, this party may dissolve or terminate the agreement. Design4Awareness will inform the Customer of the duration of the extension period.

4.4 In the event of extension of delivery, Design4Awareness is entitled, but not obliged, to deliver goods equivalent to those agreed with the Customer or to replace failed deliveries with goods of equal value and quality within the extension period.

4.5 In the event that the Customer is in default of any obligation under the agreement with Design4Awareness, Design4Awareness is entitled to postpone delivery by the same number of days as the Customer was in arrears in addition to a reasonable period for making appropriate arrangements. Design4Awareness is also entitled to suspend its own obligations as long as the Customer is in default. In the event that the Customer becomes subject to bankruptcy law, Design4Awareness may either suspend all its obligations or cancel further deliveries; any loss or damage caused by the Customer’s default will be for the account of the Customer.

4.6 Due to applicable EU legislation, Design4Awareness is entitled to request the Customer to provide duly certified copies of customs documents showing that the goods delivered by Design4Awareness have been released for free circulation in the country of destination outside the European Union.

Examination and compliance with specifications

5.1 The Customer is obliged to examine the goods upon delivery and to check whether the delivered goods meet all contractual requirements.

5.2 Any complaints about the delivered goods must be made in writing and must reach Design4Awareness no later than seven (7) days after the date of delivery and within seven (7) days after the date of discovery of a lack of conformity of the goods. The use of the goods shall be considered as an unconditional acceptance of the goods and a waiver of all claims relating to the goods.

5.3 Duly specified complaints do not affect the Customer’s obligation to pay the price for the goods. Upon receipt of a notice of defect, Design4Awareness shall be entitled to suspend all further deliveries until the complaints have been investigated and found to be unfounded and/or refuted or until the defect has been fully remedied.

Right of return

6. Orders placed with Design4Awareness cannot be returned.

7.1 The risk of the goods is transferred to the Customer upon delivery.

7.2 In the event of suspension of the delivery of goods, pending payment by the Client, as well as goods of which the delivery has been wrongfully refused or has not been accepted by the Client, shall be retained and stored by Design4Awareness at the expense and risk of the Client.

7.3 The ownership of the goods shall not pass to the Client and the full legal and economic ownership of the goods shall remain with Design4Awareness, unless and until Design4Awareness has received full payment for the goods, including all secondary costs, such as interest, demurrage, costs, expenses, etcetera.

7.4 In the event of termination of the agreement with the Client, Design4Awareness has the right, without prejudice to any other rights of Design4Awareness, to demand immediate redelivery of the goods for which it can invoke the retention of title.

7.5 Until payment for the goods has been made, the Client is entitled to use the goods only insofar as this is necessary within the scope of its normal business operations and, insofar as possible, it shall

(i) keep the goods separated clearly identified as goods of Design4Awareness;

(ii) promptly notify Design4Awareness of any third party claims that may affect the goods; and

(iii) properly insure the goods.

Liability

8.1 If the liability of Design4Awareness is established, this liability shall be limited to the loss or damage that was foreseeable at the conclusion of the agreement up to a maximum amount equal to the purchase price agreed with Design4Awareness. In no event shall Design4Awareness be liable to the Client for any other form of special, incidental, direct or indirect, consequential or punitive damage or loss, costs or expenses, including, but not limited to, damage based on loss of goodwill, loss of business, loss of turnover or profit, work stoppage, production interruption, impairment of other goods or otherwise and whether as a result of or in connection with breach of warranty, breach of contract, misrepresentation or otherwise.

Waiver

10.1 Failure by Design4Awareness to enforce any provision of these Terms and Conditions at any time shall not be construed as a waiver of Design4Awareness’s right to act or enforce such a condition.

Limitation of action

11.1 No action by the Client shall be instituted unless the Client first notifies Design4Awareness in writing of a claim that would exist against Design4Awareness within thirty (30) days after the event complaint of the first one becomes known to the Client and an action is instituted by the Client within twelve (12) months of such notification.

Applicable law and jurisdiction

12.1 All disputes arising out of or in connection with the agreement and further agreements arising therefrom shall exclusively be submitted to the competent court in Amsterdam, the Netherlands.

12.2 The agreement is exclusively governed by Dutch law.

12.3 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG), concluded in Vienna on 11 April 1980, is excluded.

Compliance with laws and standards

13.1 Design4Awareness makes no promise or statement that the goods will comply with any law, regulation, code or standard (“laws and standards”), unless explicitly stated in the confirmation of Design4Awareness’s or in the specifications. The goods may be subject to requirements or restrictions under laws and standards in the country of delivery of the goods. The customer is solely responsible for:

(i) ensuring compliance with all laws and standards related to the intended use of the goods; and

(ii) obtaining all necessary approvals, licences or releases for such use.

Intellectual Property

14.1 The sale of goods to the Customer does not grant any licence or right on the basis of any intellectual property right relating to the composition and/or application of the goods, and the Customer expressly assumes all risks of any infringement of intellectual property by its import and/or use of the goods, whether or not in combination with other materials or in any processing.

© Wieteke Koolhof | Design4awareness