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GENERAL TERMS AND CONDITIONS

TERMS OF SERVICE

Updated 25 October, 2018

OVERVIEW

 

This website is operated by Happy Paintings. Throughout the site, the terms “we”, “us” and “our” refer to Happy Paintings. Happy Paintings offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Kartra. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

SECTION 1 - ONLINE STORE TERMS

 

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. 
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). 
You must not transmit any worms or viruses or any code of a destructive nature. 
A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 - GENERAL CONDITIONS

 

We reserve the right to refuse service to anyone for any reason at any time. 
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. 
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. 
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

 

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. 
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES

 

Prices for our products are subject to change without notice. 
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. 
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

 

SECTION 5 - PRODUCTS OR SERVICES (if applicable)

 

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. 
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate. 
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. 
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

 

SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION

 

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

 

SECTION 7 - OPTIONAL TOOLS

 

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. 
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. 
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). 
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

 

SECTION 8 - THIRD-PARTY LINKS

 

Certain content, products and services available via our Service may include materials from third-parties. 
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. 
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

 

SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

 

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. 
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. 
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

 

SECTION 10 - PERSONAL INFORMATION

 

Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.

 

SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS

 

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). 
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

 

SECTION 12 - PROHIBITED USES

 

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

 

SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

 

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. 
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. 
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. 
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. 
In no case shall Happy Paintings, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

 

SECTION 14 - INDEMNIFICATION

 

You agree to indemnify, defend and hold harmless Happy Paintings and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

 

SECTION 15 - SEVERABILITY

 

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

 

SECTION 16 - TERMINATION

 

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. 
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. 
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

 

SECTION 17 - ENTIRE AGREEMENT

 

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. 
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). 
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

 

SECTION 18 - GOVERNING LAW

 

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Netherlands.

 

SECTION 19 - CHANGES TO TERMS OF SERVICE

 

You can review the most current version of the Terms of Service at any time at this page. 
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

 

SECTION 20 - CONTACT INFORMATION

 

Questions about the Terms of Service should be sent to us at info@happy-paintings.com.

 

 

GENERAL TERMS AND CONDITIONS ONLINE SCHILDERCLUB BV (service)

 

Article 1. Definitions

  1. In the absence of explicit statement to the contrary, the terms used in these general terms and conditions are defined as follows.
  2. User: Online Schilderclub BV the user of the general terms and conditions.
  3. Client: The user's counterparty.
  4. Contract: The contract for the rendering of services.

 

Article 2: General

  1. These conditions are applicable to all offers, quotations and all contracts between the user and a client to which the user has stated that these conditions are applicable, in so far as the parties have not made any specific written agreements to the contrary.
  2. These terms and conditions are further applicable to all contracts with the user that are executed with the assistance of third-parties.
  3. Departures from these general terms and conditions are valid exclusively if expressly agreed in writing.
  4. The applicability of any purchasing or other conditions of the client is expressly rejected.
  5. If one or more of the provisions of these general terms and conditions or of the accompanying contract are invalid or set aside, the remaining provisions of these general terms and conditions and the contract shall remain applicable in full. The user and the client will in that case enter into consultation with a view to making agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.

Article 3: Offers and quotations

  1. All offers are subject to contract unless the offer contains an express written statement to the contrary.
  2. In the absence of statement to the contrary, the prices stated in the aforementioned offers and quotations are exclusive of VAT and other governmental levies as well as the costs incurred in relation to the contract, including forwarding and administration expenses.
  3. If the acceptance differs (on minor points) to the offer set out in the quotation, the user is not bound to those differing points. In the absence of statement to the contrary by the user, the contract will in that case not be formed in keeping with those different points.
  4. A composite price statement does not oblige the user to perform part of an order at a corresponding proportion of the stated price.
  5. Offers and quotations are not automatically applicable to future orders.

Article 4: Execution of the contract, information and resources

 

  1. The user will execute the contract to the best of his knowledge and ability and in accordance with high standards and in keeping with the expertise the client can reasonably expect of the user. The user does not however guarantee that any intended result will be achieved.
  2. The user will determine how and by whom the order is carried out, but will act in accordance with the client's indicated wishes wherever possible. If and in so far as required for the correct execution of the contract, the user reserves the right to have the work carried out by third-parties.
  3. The client shall that the user is provided in full and in good time with all information, as well as amendments thereto, in the form and manner that the user indicates is necessary for the performance of the contract or which the client could reasonably expected to understand is required both on commencement and during the execution of the contract. If the information required for the execution of the contract is not issued to the user on time or in full, the user reserves the right to suspend execution of the contract and/or to charge the client with extra costs incurred as a result of the delay at the current market rates.
  4. The client shall ensure that the user is provided in good time with all resources and facilities that the user indicates are necessary and which the consumer could reasonably be expected to realise are necessary to the execution of the contract and to ensure that they are available and correctly functioning at all times. If sufficient resources required for the execution of the contract are not issued to the user, the user reserves the right to suspend execution of the contract and/or to charge the client with extra costs incurred as a result of the delay at the current market rates.
  5. The client guarantees the correctness, completeness and reliability of the information, resources and facilities he issues or has issued to the user. The user cannot be held liable for losses of any nature whatsoever caused by the user's use of incorrect and/or incomplete information provided by the client, unless the user should have been aware of that inaccuracy or incompleteness.
  6. The client is obliged to inform the user without delay of changes to the issued information and other facts and circumstances that could be important to execution of the contract.
  7. If it has been agreed that the contract will be executed in stages, the user reserves the right to suspend execution of the components forming part of a subsequent stage until the client has approved the results of the preceding stage in writing.
  8. If the user or third-parties engaged by the user in the context of the order carry out work at the client's location or a location indicated by the client, the client shall provide those employees, free of charge, with the facilities that can reasonably be required by those employees.

 

Article 5: Amendments to the contract

  1. If during the execution of the contract it becomes apparent that it is necessary to make amendments or additions to the work for the correct execution of the contract, the parties shall enter into consultation in good time and amend the contract accordingly.
  2. Amendments or additions to the contract that have been agreed by the parties can result in a change to the completion date. The user shall inform the client of changes to the completion date as soon as possible. Amendments or additions to the contract do not give the client any entitlement to compensation for damages.
  3. If the amendment or addition to the contract has any financial and/or quality implications, the user shall inform the client of those implications in advance. The user has the right to charge additional costs to the client.
  4. If a fixed fee has been agreed, the user shall further indicate the extent to which the amendment or addition to the contract will result in that fee being exceeded.

Article 6: Duration of the contract; period of execution

  1. The contract between the user and a client is entered into for an indefinite period of time unless the nature of the contract provides otherwise or the parties make express and written agreement to the contrary.
  2. A time period agreed during the term of the contract for the completion of work shall not under any circumstances be deemed to be a firm deadline. If the implementation period is exceeded the client must therefore issue the user with written notice of default.
  3. Unless it has been established that execution of the contract has become permanently impossible, the contract cannot be dissolved by the client owing to the term being exceeded unless the user also fails to execute the contract or execute it in full within a reasonable period of time that he has indicated in writing following expiry of the agreed time of delivery.

Article 7: Termination

  1. Either party is authorised to terminate the contract with due observance of a notice period considered reasonable in the circumstances and towards the end of a calendar month unless otherwise agreed by the parties. Notice must be given in writing.
  2. If the contract is prematurely terminated (if the contract was entered into for a fixed period of time) by the client, the user has the right to compensation for damages in respect of resulting and demonstrable loss of capacity utilisation unless the termination is in response to facts and circumstances that can be attributed to the user. The client is further obliged to pay the bills for work carried out up until that time.
  3. If the contract is prematurely terminated by the user, the user will arrange in consultation with the client for the work not yet carried out to be transferred to third-parties, unless the termination is in response to facts and circumstances that can be attributed to the client.
  4. If the user incurs extra costs when transferring the work, the client shall be obliged to compensate the user for those costs with due observance of the provisions of articles 8 and 9 of these general terms and conditions.

 

Article 8: Fee

  1. The parties can agree upon a fixed fee when forming the contract.
  2. If a fixed fee is not agreed, the fee will be calculated on the basis of the hours actually worked. The fee will be calculated at the user's customary hourly rates applicable to the time period in which the work is carried out unless a different hourly rate has been agreed.
  3. The fee and any cost estimates are exclusive of VAT.
  4. For orders with a term of more than two months the payable costs will be charged periodically.
  5. If the user agrees on a fixed fee or hourly rate with the client, the user shall none the less be entitled to increase that fee or rate, in cases where amendments or additions are made to the contract, for example.
  6. The user is further authorised to pass on price increases to the client if cost-determining factors such as salaries are increased between the time of the quotation and delivery.
  7. The user is further entitled to increase the fee if, during the performance of the work, it becomes apparent that the originally agreed or anticipated amount of work was underestimated when the contract was entered into, for reasons that cannot be attributed to the user, to such an extent that the user cannot reasonably be expected to perform the agreed work for the originally agreed fee. The user will inform the client of his intention to increase the fee or rate. The user will state the amount of the increase and the date on which it will come into effect.

Article 9: Payment

  1. Payment is due within the same date as the invoice date, without any deduction, discount or set-off, by depositing or transferring the payable amount to the bank or bank giro account stipulated by the user. Objections to the level of the bills do not suspend the payment obligation.
  2. If the client fails to remit payment, the client shall be held in default by operation of law. The client shall in that case be liable for the payment of interest equal to the statutory commercial interest rate at that time. The interest over the payable amount shall be calculated from the time at which the client was held in default until the time of full and final settlement, in which context part of a month shall be deemed to be a full month.
  3. In the event of the client being liquidated, declared bankrupt or granted suspension of payment, the claims of the user on the client shall become immediately due and payable.
  4. The user reserves the right to have payments made by the client extend first to payment of costs, then to outstanding interest and finally the principal amount and the current interest. The user can refuse a payment offer, without thus being in default, if the client indicates a different order of allocation. The user can refuse full payment of the principal amount if the due and current interest and costs are not remitted at the same time.

Article 10: Retention of title

  1. All goods delivered by the user, including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the user until the client has met in full all of the obligations under the contract entered into with the user; this to be decided at the user's discretion.
  2. The client is not authorised to pledge or encumber in any other way the goods covered by retention of title.
  3. In the event of third-parties imposing an attachment on the goods delivered under retention of title or setting out to establish or invoke any rights to them, the client is obliged to notify the user of that as soon as may reasonably be expected.
  4. The client is obliged to insurance goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to issue the insurance policy for inspection on demand.
  5. Goods delivered by the user and which are covered by retention of title as provided for under paragraph 1 of this article may only be sold on in the context of normal business operations and may not under any circumstances be used as a means of payment.
  6. In the event of the user wishing to exercise his property rights as provided for in this article, the client hereby gives unconditional and irrevocable permission, now for then, for the user or third-parties engaged by the user to enter the places where the property of the user is located and to repossess that property

 

Article 11: Collection costs

  1. All judicial and extrajudicial (debt collection) costs reasonably incurred by the user in connection with the client's non-compliance or late compliance with his payment obligations shall be for the client's account.
  2. The client is liable for payment of interest over the debt collection costs.

 

Article 12: Inspection, complaints

  1. Complaints about the work carried out must be lodged in writing by the client to the user within 8 days of the faults being established, but 14 days at the latest following completion of the work in question. The notice of default should contain a description of the failure to perform in as much detail as possible so that the user is able to put forward an adequate responsible. A claim does not suspend the client's payment obligation other than if and insofar as the user has informed the client in writing that he regards the claim as being well-founded or well- founded in part.
  2. If the complaint is well-founded, the user shall as yet carry out the work as agreed unless that is demonstrable no longer of any benefit to the client. The client shall be responsible for indicating that that is the case in writing.
  3. If it is no longer possible or beneficial to carry out the agreed work, the user can repay a proportion of the fee already paid without continuing to carry out the order and the user can only be held liable in that regard within the constraints set forth in article 16.

Article 13: Expiry period

  1. Notwithstanding the provisions of article 12, the client is obliged if he is or remains of the opinion that the user has failed to implement the contract on time, completely or correctly - unless this is done subject to the provisions of article 12.1 - to notify the user as such in writing and without delay and to exercise his rights to institute claims on that basis within one year of the date of that notification, or within one year of the time at which notification should have taken place, in the absence of which all of his rights and claims in that regard shall lapse upon expiry of the period set forth above.

Article 14: Suspension and dissolution

  1. The user is authorized to suspend compliance with his obligations or to dissolve the contract if:​The user is further authorised to dissolve the contract or have it dissolved if circumstances arise of such a nature that compliance with the contract is no longer possible or can no longer be required according to the standards of fairness and equity of if circumstances arise of such a nature that the contract cannot reasonably be left in effect in unamended form.
  • The client fails to meet his contractual obligations or meet them in full.
  • After entering into the contract, the user becomes aware of circumstances that give the user good grounds to presume that the client will not meet his obligations. If there are good grounds for presuming that the client will only meet his obligations in part or not adequately, the suspension shall only be permitted if justified by the shortcoming.
  • Upon entering into the contract the client was required to furnish security for meeting his contractual obligations and has failed to provide that or sufficient security.
  1. The user reserves the right at all times to claim compensation for damages.
  2. If the contract is dissolved, the claims of the user on the client shall become immediately due and payable. If the user suspends compliance with his obligations, he retains his claims by law and under the contract.

Article 15: Return of issued goods

  1. If the user has issued the client with goods during implementation of the contract, the client is obliged to return those goods in their original condition, free of defects and complete within 14 days of the user's first request for him to do so.
  2. If the client fails to meet the obligation set out above under 15.1, the client will be obliged to compensate the user for the losses and costs arising thereof, including the replacement costs.

 

Article 16: Liability

  1. In the event of the user being held liable, that liability shall be limited to the provisions of this clause.
  2. The user's liability for losses suffered by the client as a result of the order not being carried out on time, in full or correctly is limited to a maximum of twice the amount of the fee charged by the user to the client for the performance of the work in which the cause of the loss occurred, subject to the proviso that this relates exclusively to the fee payable during the last three months in which that work was carried out. The compensation payable by the user to the client cannot however under any circumstances exceed the amount for which the user's liability is insured, or a maximum amount of … euros if no cover is provided by that insurance. The above is subject to exception in cases of intentional act or omission on par with gross negligence on the part of the user. For the purpose of this and subsequent clauses of this article the user is also defined as the user's employees and third-parties he has engaged for the implementation of the order.
  3. The user cannot be held liable for losses caused by the client's failure to meet the disclosure obligation pursuant to article 4.3 or the fact that the information provided by the client is not in keeping with the provisions of article 4.5, unless those losses are the result of intentional act or omission or causes on par with gross negligence on the part of the user
  4. Neither can the user be held liable for losses caused by acts or omissions of third-parties engaged by the client during implementation of the order, unless those losses have been caused by intentional act or omission or causes on par with gross negligence on the part of the user.
  5. The user is further authorised at all times to maximally limit or reverse the client's loss, for which the client is obliged to cooperate in full.
  6. The user cannot under any circumstances be held liable for indirect losses, including consequential losses, loss of income, missed savings or losses caused by business stagnation. The above is subject to exception in cases of intentional act or omission on par with gross negligence on the part of the user.

Article 17: Indemnification

  1. The client indemnifies the user against claims of third-parties regarding intellectual property rights on materials or information issued to the client and which are used during implementation of the contract.
  2. If the client issues the user with information carriers, electronic files or software, etc., he guarantees that the information carriers, electronic files or software are free of viruses and defects.
  3. The client indemnifies the user against claims of third-parties regarding losses related to or arising from the order implemented by the user if and insofar as the user is not liable to the client in that respect by virtue of the provisions of article 16.

Article 18: Transfer of risk

  1. The risk of the goods forming the subject of the contract being lost or damaged shall transfer to the client at the time at which they are legally and/or actually delivered to the client and are thus placed at the client's disposal or a third-party nominated by the client for that purpose.

Article 19. Force majeure

  1. The parties are not be required to comply with any obligation if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views.
  2. In these general conditions, force majeure is defined - in addition to that which is deemed as such by law and legal precedent - as all circumstances, foreseen or unforeseen, that are beyond the control of the user but which prevent the user from meeting his obligations. That includes strikes at the user's business.
  3. The user shall also be entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after the user should have met his obligations.
  4. The parties can suspend their contractual obligations during the period of force majeure. If the period of force majeure lasts for longer than two months, either party shall be entitled to dissolve the contract without being obliged to pay any compensation for damages to the other party.
  5. If the user has already partly met or will partly meet his contractual obligations when the period of force majeure begins and independent value can be attached to the obligations complied with or to be complied with, the user reserves the right to separately charge for the obligations already complied with or to be complied with. The client is obliged to pay that charge as though it were a separate contract.

Article 20: Confidentiality

  1. Both parties are obliged to protect the confidentiality of all confidential information that they obtain from each other or from other sources in the context of their contract. Information is deemed to be confidential if the other party has been informed that is the case or if that is apparent from the nature of the information.
  2. If the user is obliged pursuant to a statutory provision or a legal ruling to disclose confidential information to third-parties designated by the law or the court with competent jurisdiction, and the user is unable to invoke a right to privilege recognised or permitted by statute or by the court with competent jurisdiction, the user is not obliged to pay compensation for damages or other compensation and the counterparty is not entitled to dissolve the contract on the ground of any losses thus caused.

 

Article 21: Intellectual property and copyrights

  1. Notwithstanding the other provisions of these general terms and conditions, the user reserves the rights and powers enjoyed by the user under the Netherlands Copyright Act.
  2. All reports, recommendations, contracts, designs, sketches, drawings, software, etc., issued by the user are exclusively designated for the client's use and the client may not, without the prior permission of the user, reproduce them, publicise them or communicate them to third- parties unless otherwise determined by the nature of the documents issued.
  3. The user reserves the right to use information received through the implementation of the work for other purposes provided that doing so does not result in confidential information being disclosed to third-parties.

Article 22. No-takeover of personnel

  1. During the term of the contract and for one year following its termination the client will refrain from employing or otherwise making use of the services, directly or indirectly, of employees of the user or of companies engaged by the user for the implementation of this contract or which are or have been involved in the implementation of the contract other than following proper consultation on that subject with the user.

Article 23: Disputes

  1. In the absence of mandatory rules of law to the contrary, the court in the user's place of establishment has exclusive competent jurisdiction.
  2. The parties shall not refer a matter to court until they have done their utmost to resolve the dispute in mutual consultation.

Article 24: Applicable law

  1. All legal relationships between the user and the client to which these general conditions apply shall be governed by the laws of the Netherlands. The Vienna Sales Convention is expressly excluded.

Article 25. Source of the conditions

  1. These conditions have been filed at the offices of the Chamber of Commerce in Curacao
  2. The most recently filed version or the version that was applicable at the time at which the ated shall be applicable at all times.

 

 

GENERAL TERMS AND CONDITIONS ONLINE SCHILDERCLUB BV (consumers)

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Article 1. Definitions

  1. In the absence of explicit statement to the contrary, the terms used in these general terms and conditions are defined as follows.
  2. User: ONLINE SCHILDERCLUB BV the user of these general terms and conditions.
  3. Consumer: The user's other party to the contract, who is a natural person and is not acting in the course of his profession or business, who which the user sells and delivers, and for whom the user renders services should the need arise, etc.
  4. Contract: The contract between the user and the consumer.

 

Article 2: Scope of Application

  1. These conditions are applicable to all legal relationships between the user and the consumer, including all offers, quotations and agreements between the user and the consumer to which the user has declared these terms and conditions applicable, insofar as these conditions have not been expressly departed from in writing by the parties.
  2. These terms and conditions are further applicable to all contracts with the user that are executed with the assistance of third-parties.
  3. Departures from these general terms and conditions are valid exclusively if expressly agreed in writing.

Article 3. Offers and formation of the contract

  1. All offers made by the user are subject to contract unless an acceptance period has been expressly stated in or in relation to the quotation.
  2. In the absence of agreement to the contrary, the prices stated in the aforementioned offers/quotations are exclusive of VAT and other governmental levies as well as the costs incurred in relation to the contract, including forwarding and administration expenses.
  3. The offer is based exclusively on the information provided for that purpose by the consumer, and the user can rely on the accuracy and completeness of that information. The consumer guarantees the accuracy and completeness of that information.
  4. The contract is formed between the user and the consumer by one of the following methods and times:
  5. -or at the time to which the user commences execution of the order on the consumer's request.
  6. if an order confirmation is sent, at the time at which the user takes receipt of the returned order confirmation that was sent to the consumer, signed for agreement;
  7. if no order confirmation is sent, at the time at which the consumer accepts in good time and verbally or in writing and in unamended form an offer made by the user; Notwithstanding the above, either party is free to make a case that the contract has been formed by other means and/or at a different time.

Article 4: Execution of the contract

 

  1. The user will execute the contract with the due care that can reasonably be expected of a good contractor. The user does not however guarantee that a certain result will be achieved.
  2. All deadlines indicated by the user are indicative and are not to be regarded as firm deadlines.
  3. In cases of late delivery the user must be held in default by the consumer before being considered to be in default.
  4. If and in so far as required for the correct execution of the contract, the user reserves the right to have the work carried out by third-parties.
  5. The consumer shall ensure that the user is provided in good time with all information that the user indicates is necessary and which the consumer could reasonably be expected to realise is necessary to the execution of the contract. If the information required for the execution of the contract is not issued to the user on time, the user reserves the right to suspend execution of the contract and/or to charge the consumer with extra costs incurred as a result of the delay at the current market rates.

Article 5: Delivery and costs

  1. Delivery shall take place ex works/shop/warehouse of the user.
  2. The consumer is obliged to accept the goods at the time at which the user delivers them or has them delivered to him or when they are made available to him in accordance with the contract.
  3. If the consumer refuses to take delivery or fails to provide information or instructions necessary to the delivery, the user shall be entitled to store the goods at the consumer's expense and risk after the user has notified him of his intention to do so. All storage costs will in that case be charged to the consumer.
  4. If the user and the consumer have agreed on delivery, delivery shall take place free of charge unless the user has notified the consumer of the delivery costs upon entering into the contract. The user reserves the right to invoice the delivery costs separately upon delivery.
  5. The risk of the goods shall transfer to the consumer at the time at which they are legally and/or actually delivered to the consumer and are thus placed at the consumer's disposal or a third-party nominated by the consumer for that purpose.

 

Article 6: Price and costs

  1. The price is exclusive of VAT and all other costs incurred in the context of the contract.
  2. The user reserves the right to increase the price within three months of entering into the contract. If the user decides to increase the prices, the consumer will be authorised to dissolve the contract unless the right to raise the price is provided for by law.

Article 7: Payment

  1. Payment to be made in cash upon delivery or at the same date of the invoice date. Objections to the level of the bills do not suspend the payment obligation.
  2. If the consumer fails to remit payment, the consumer shall be held in default by operation of law. The consumer shall in that case be liable for the payment of interest equal to the statutory interest rate at that time. The interest over the payable amount shall be calculated from the time at which the consumer was held in default until the time of full and final settlement, in which context part of a month shall be deemed to be a full month.
  3. The user's claims on the consumer shall become immediately due and payable in the event of the consumer being declared bankrupt, granted suspension of payment, being subjected to attachment or placed under administration or guardianship.
  4. The user reserves the right to have payments made by the consumer extend first to payment of costs, then to outstanding interest and finally the principal amount and the current interest. The user can refuse a payment offer, without thus being in default, if the consumer indicates a different order of allocation. The user can refuse full payment of the principal amount if the due and current interest and costs are not remitted at the same time.
  5. If the user exceeds any payment period the user has the right to discontinue further deliveries to the consumer until the full outstanding amount under all contracts entered into with the user has been paid. The user is in that case further entitled to send subsequent deliveries exclusively on a cash on delivery basis.

Article 8: Retention of title

  1. All goods delivered by the user remain the property of the user until the consumer has met in full all of the obligations under the contract entered into with the user; this to be decided at the user's discretion.
  2. The consumer is not authorised to pledge or encumber in any other way the goods covered by retention of title.
  3. In the event of third-parties imposing an attachment on the goods delivered under retention of title or setting out to establish or invoke any rights to them, the consumer is obliged to notify the user of that as soon as may reasonably be expected.
  4. In the event of the user wishing to exercise his property rights as provided for in this article, the consumer hereby gives unconditional and irrevocable permission, now for then, for the user or third-parties engaged by the user to enter the places where the property of the user is located and to repossess that property.

Article 9: Collection costs

  1. All judicial and extrajudicial (debt collection) costs reasonably incurred by the user in connection with the consumer's non-compliance or late compliance with his payment obligations shall be for the consumer's account.
  2. The consumer is liable for payment of statutory interest over the debt collection costs.

 

Article 10: Inspection / complaints

  1. The consumer must notify the user in writing of complaints within two months of establishing the defect. The letter of complaint should contain a description of the failure to perform in as much detail as possible so that the user is able to put forward an adequate response.
  2. If a complaint is well-founded, the user is authorised to decide at his own discretion whether to amend the invoice, redeliver the relevant product or service or reimburse a proportion of the price already paid without continuing to implement the contract.
  3. If the consumer fails to lodge a claim within the period provided for in article 10.1, all of his rights and claims of any nature regarding the subject of the complaint made or which could have been made during that period shall be null and void.

Article 11: Expiry period

 

  1. Notwithstanding the provisions of article 10, the consumer is obliged if he is or remains of the opinion that the user has failed to implement the contract on time, completely or correctly - unless this is done subject to the provisions of article
  2. to notify the user as such in writing and without delay and to exercise his rights to institute claims on that basis within 14 months of the date of that notification, or within 14 months of the time at which notification should have taken place, in the absence of which all of his rights and claims in that regard shall lapse upon expiry of the period set forth above.

 

Article 12: Suspension and dissolution

 

  1. If the consumer fails to meet any obligation to the user or to meet it in full or on time, if the consumer is declared bankrupt or a request for his bankruptcy is filed at the court, if the consumer has applied for or been granted suspension of payment, if goods of the consumer are subjected to an attachment, or if the consumer is placed under administration or guardianship, the user has the right to suspend compliance with his obligations to the consumer or to dissolve the contract with the consumer in full or in part, without any notice of default or legal intervention being required and without being obliged to pay any compensation for damages, without prejudice to the remaining rights of the user, including the right to claim compensation for damages.

 

Article 13: Guarantee

 

  1. The user provides a three month guarantee on all delivered goods and guarantees that all delivered goods meet the normal standards of soundness and usability and the statutory requirements.
  2. The user will repair faults that occur during normal use of the delivered goods free of charge provided that they are covered by the guarantee. The user will determine whether the guarantee applies and the method of repair. The user is also authorised to replace defective goods. If the user opts to replace the goods and offers the consumer a completely new article, a standard percentage will be charged to cover depreciation/usage costs.
  3. No claim can be made on the guarantee if the defect or the wear is evidently the result of defective maintenance or if the wear can be regarded as normal wear and tear. Neither can the guarantee be invoked in the following cases:
    1. if changes have been made in or to the delivered goods by third-parties;
    2. if the defects have been caused by unintended or inexpert usage (such as failing to act according to the accompanying directions for use);
    3. if the goods are damaged as a result of intentional act or omission or gross negligence;
    4. if the goods are damaged as a result of outside causes (such as lightning strike, power failure, natural disaster, etc.);
    5. if the consumer fails to provide the user with the place, opportunity or time to investigate and repair the defec
    6. if the consumer remains in default and fails to meet his or her obligations.

 

Article 14: Liability

  1. In the event of the user supplying defective goods, the user's liability to the consumer is limited to the provisions set forth in these conditions under "Guarantees".
  2. In cases where the manufacturer of a defective item is liability for consequential loses, the liability of the user is limited to repairing or replacing the item or to reimbursing the purchase price.
  3. Notwithstanding the above, the user cannot be held liable if the loss can be attributed to intentional act or omission and/or gross negligence and or culpable act on the part of the consumer or inexpert or incorrect usage by the consumer.
  4. The limitations of liability for direct losses set out in these conditions are not applicable in cases where the loss can be attributed to intentional act or omission or gross negligence on the part of the user or his subordinates.
  5. The user is further authorised at all times to maximally limit or reverse the consumer's loss, for which the consumer is obliged to cooperate in full.
  6. The consumer is obliged to limit or, where possible, to reverse his or her loss and that of his or her members.

Article 15: Indemnification

 

  1. The consumer indemnifies the user against claims of third-parties regarding intellectual property rights on materials or information issued to the consumer and which are used during implementation of the contract.
  2. The consumer indemnifies the user against claims of third-parties regarding losses related to or arising from the contract implemented by the user if and insofar as the user is not liable to the consumer in that respect by virtue of the provisions of article 13.

Article 16. Force majeure

  1. The parties are not be required to comply with any obligation if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views.
  2. In these general conditions, force majeure is defined - in addition to that which is deemed as such by law and legal precedent - as all circumstances, foreseen or unforeseen, that are beyond the control of the user but which prevent the user from meeting his obligations. That includes strikes at the user's business.
  3. No claims for any compensation can be made by the consumer in the event of force majeure.
  4. If a case of force majeure leads to an agreed date or term being exceeded, the consumer has the right to dissolve the relevant contract by means of written notification to that effect. That dissolution shall not extend to goods that have already been delivered; those goods must be paid for by the user with due observance of article 7 of these general conditions.

 

Article 17: Applicable law and disputes

  1. In the absence of mandatory rules of law to the contrary, the court in the user's place of establishment has exclusive competent jurisdiction.
  2. All legal relationships between the user and the consumer to which these general conditions apply shall be governed by the laws of the Netherlands. The Vienna Sales Convention is expressly excluded.

Article 18: Source

  1. These conditions have been filed at the offices of the Chamber of Commerce for Curacao
  2. The most recently filed version or the version that was applicable at the time at which mulated shall be applicable at all times.