Terms and Conditions
1. Definitions
• «The Company» means Studio Willem, established in Utrecht (Netherlands), or any subsidiary or associated company of Studio Willem, from which the Goods are ordered, including — but not limited to — those listed on any credit account application form you might complete.
• «The Customer» means the person, firm, or other entity which contracts with the Company for the purchase of Goods.
• «The Goods» means products of any kind manufactured or sold by the Company.
• «Contract» means the contract for the purchase and sale of the Goods.
• «Studio Willem» is a registered trade name of Studio Willem.
2. Applicability
1. These general terms and conditions (hereafter: «Conditions») are applicable to and form an integral part of all quotations, offers, confirmations, agreements, and deliveries of the Company, to the exclusion of any other general terms and conditions.
2. These Conditions have been registered with the Chamber of Commerce in The Netherlands under number 60795425 and will be sent to you by the Company upon request. They can also be viewed or downloaded from our website at: www.studio-willem.com/terms‑and‑conditions
3. The Customer’s own conditions shall not exclude or limit the applicability of these Conditions, even if the Customer includes its conditions with the document placing or confirming the order.
4. By accepting an offer, placing an order, or entering into an agreement, the Customer accepts the applicability of these Conditions.
5. Any deviation from these Conditions may only be made in writing and solely by the Company; all other provisions shall remain unimpaired.
3. Offers and Agreement
1. All offers and quotations made by the Company are without obligation, and the Company retains the express right to change the prices. If the prices of the offered products or services increase between the order and its execution, the Customer is entitled to cancel the order or dissolve the agreement within five (5) working days of notification by the Company.
2. An agreement comes into effect only after written acceptance by the Company of the Customer’s order. The Company is entitled to refuse orders or attach certain conditions to the delivery unless explicitly stipulated otherwise.
3. If the agreed price, discount, or delivery time is based on a clear mistake, typographical error, or printing error, both the Company and the Customer have the right to rectify the error(s) or cancel the order within five (5) working days of notification by the Company.
4. All illustrations and information concerning dimensions, colour, finish, etc., are intended solely as an indication and are subject to variation due to changes in production processes. Minor deviations shall not be grounds for rejection, a discount, compensation, or annulment of the agreement.
5. Although the Company makes every effort to ensure the accuracy of the information in its literature, it shall not be liable for any errors or omissions in descriptions, illustrations, dimensions, or other information contained in correspondence, catalogues, or any other literature. The Company reserves the right to alter specifications of any Goods without notice.
6. All descriptions, illustrations, specifications, examples, and technical information in any brochure or literature do not form part of any contract of purchase and sale with the Company.
7. The Company’s employees or agents are not authorized to make any representations regarding the Goods unless confirmed in writing by the Company. By entering into the Contract, the Customer acknowledges that it does not rely on any such unconfirmed representations.
8. Any advice or recommendation given by the Company (or its employees or agents) regarding the storage, application, or use of the Goods that is not confirmed in writing is followed entirely at the Customer’s own risk. Accordingly, the Company shall not be liable for any such advice.
9. The Customer is responsible for ensuring that all order details, including applicable specifications and delivery instructions, are accurate and provided within a sufficient time for the Company to perform the Contract.
10. The quantity, quality, and description of, and any specification for, the Goods shall be those set out on the Company’s website, which takes priority over any brochure, except when the Goods are not on the website but are featured in the brochure (subject to any written variations).
11. If the Goods are to be manufactured from specifications supplied by the Customer — or if the Company manufactures the Goods in accordance with a specification submitted by the Customer — the Customer shall indemnify the Company against all losses, damages, costs, and expenses (including any claims for infringement of patent, copyright, design, trademark, or other industrial or intellectual property rights) arising from the use of the Customer’s specification.
4. Changes in Specification
1. The Company reserves the right to make any changes to the Customer’s specifications for the Goods as required to conform to any applicable safety or other statutory requirements.
2. Where changes are made, the Company will notify the Customer, who must then either provide new specifications or permit the Company to proceed with the manufacture of the Goods according to the Company’s changes.
3. Any change to the specification shall be subject to the waiver of any warranty.
5. Cancellation
1. All products are created on demand for the specific customer. Therefore, the Customer explicitly abandons the right to cancel the order.
2. In accordance with Article 4.1, no order accepted by the Company may be cancelled by the Customer except with the Company’s written agreement and on terms that the Customer shall indemnify the Company in full for all losses (including loss of profit), costs (including all labor and materials used), damages, charges, and expenses incurred as a result of the cancellation.
3. With the exception of jewelry (if purchased via the webshop), products may be returned within 14 working days of receiving the goods. Jewelry may only be returned when the package — including the jewelry — is in «as new» condition.
6. Price and Payments
1. All prices quoted by the Company are in euros, excluding VAT and other government duties or taxes.
2. If a discount has been agreed for the purchase of a certain quantity or range in an order, the Company is not obliged to apply the discount if fewer or different goods are ordered.
3. Time for payment is of the essence in the Contract.
4. Payment Terms:
• For certain orders, payment shall be made as follows: 50% upon placement of the order and 50% prior to delivery. Deliveries subject to prepayment will be shipped only after the full outstanding amount has been credited to the Company’s bank account.
• For orders placed via the webshop (other Goods), immediate payment is required.
5. If the invoice amount is not paid within the agreed payment term, the Customer is in default without further notice.
6. The Customer shall incur interest on any outstanding balance at the rate of 4% above the ING Bank base rate from the due date until final settlement.
7. In such circumstances, the Company may:
• Suspend deliveries under any or all contracts with the Customer;
• Serve notice in writing that if the overdue sums are not paid within 14 days, any or all contracts may be cancelled, and if payment is still not made, treat such Contracts as repudiated and claim damages;
• Recover from the Customer any costs or expenses incurred should a third-party agency be used for debt collection; and/or
• Enter the Customer’s premises for the purpose of repossessing the Goods for which title has not yet passed.
8. In case the Customer:
• Fails to make any payment on the due date or breaches these Terms and Conditions or any other term of any Contract with the Company;
• Becomes insolvent, has an administrator or administrative receiver appointed over any of its assets, or goes into liquidation (compulsorily or voluntarily, except for reconstruction or amalgamation);
• Makes any arrangement or composition with its creditors; becomes the subject of a bankruptcy order; ceases or threatens to cease carrying on business; or
• If the Company reasonably apprehends that any of the above events is about to occur, and notifies the Customer accordingly, then the Company may take the measures set out above.
7. Delivery
1. The Company shall use commercially reasonable efforts to deliver the services or goods within the agreed delivery term; however, any communicated delivery dates are approximate. The Company shall not be liable if delivery occurs either before or after the communicated date.
2. If the communicated delivery date is exceeded, the Customer is still obliged to take delivery of the Goods, unless the Customer has put the Company in default before delivery (by allowing the Company a reasonable period of at least 30 days to perform the agreement) and that period has expired.
3. The Company may postpone delivery in the event of production problems affecting the quantity or quality of the Goods. If such a delay lasts longer than three (3) calendar months, either party may cancel the order.
4. The Company is not liable for any losses (including lost profits or savings) incurred by the Customer as a result of delayed delivery.
5. The Company may deliver the ordered products in consignments and invoice the delivered products separately. Delivery takes place when the products are ready for shipment to the Customer, irrespective of any transport or insurance arrangements agreed between the parties.
6. The Customer must inspect the products upon delivery to determine whether they conform to the agreement. If the packaging is missing or damaged, the Customer must open the packaging in the presence of the delivery carrier, inspect the Goods for damage, and document any damage on the delivery note.
7. If damage is identified as resulting from defective packaging, the Customer may refuse the product and have it returned to the carrier. The Customer must provide written, detailed notification (including a digital photo) to the Company of any (transport) damage or other deficiencies as soon as possible and, in any event, no later than five (5) working days after delivery.
8. If the Customer refuses a delivery for reasons other than those mentioned above, the Company may charge the resulting costs, and it shall be entitled to dissolve the agreement without prejudice to its right to claim full compensation.
8. Title
1. Ownership of the delivered products is transferred only after the Company has received full payment (in cash or cleared funds) of the invoice, including any interest, delivery charges, and all other outstanding sums.
2. The risk related to the products passes to the Customer at the moment of delivery (see Section 6.5).
3. If the Customer is entitled to sell the Goods as the Company’s agent, the Customer must immediately account to the Company for any proceeds of sale sufficient to discharge the invoice.
4. While in the Customer’s possession, the Goods must be kept separately from all other items so that they are immediately identifiable as the Company’s property.
5. If the Customer fails to fulfill its obligations — or if there is reason to fear it will not — the Company has the right to reclaim the Goods (or arrange for their return from the Customer or any third party holding the Goods on the Customer’s behalf). Prior to full payment of all amounts due, the Company may, by written notice, terminate the Customer’s right to sell the Goods. The Customer must then return the Goods to the Company free of charge and cease to possess them.
6. The Customer must fully cooperate with any such measures; failure to do so may result in a penalty of 10% per day on the amount payable.
7. The Company may either retain such Goods until the purchase price (including interest, costs, and damages) has been paid in full or sell the Goods to a third party, deducting the net proceeds from the total amount payable by the Customer.
8. In placing an order, the Customer irrevocably authorizes the Company to enter the Customer’s premises for the purpose of repossessing the Goods for which title has not yet passed.
9. If any attachment is levied by a third party upon the Goods subject to retention of title, the Customer shall inform the third party of the retention of title and notify the Company immediately.
10. The Customer undertakes to keep insured the Goods subject to retention of title against fire, explosion, water damage, and theft. Upon the Company’s demand, the Customer must provide a copy of the insurance policy and ensure that the rights under the policy are transferred to the Company or that the Company is subrogated to those rights.
9. Complaints and Returns
1. Minor changes in shape or colour may occur depending on the material or design. Environmental influences (such as UV light for lacquered goods, colours, fabrics, etc.) may also cause changes over time. The Company continuously strives to improve its Goods; as a result, delivered Goods may technically differ from those ordered.
2. If the delivered Goods are not, in the Customer’s opinion, in accordance with the order or if not all Goods have been delivered, the Customer must immediately notify the Company by e-mail and, in any event, no later than the fifth day following the delivery date. The Company is not obliged to consider complaints received after this period.
3. Any complaint must be detailed and include a digital photo annexed to the e-mail.
4. If the Company determines that a complaint is justified, it may, at its discretion, either:
• Replace the defective or missing Goods, or
• Credit the Customer with the purchase price.
5. Goods will not be accepted for credit unless the Company has provided written approval.
6. A 20% handling charge (subject to a minimum of €50.00) may be levied on all non-defective Goods returned at the Customer’s request. Such Goods must be returned carriage paid and in their original, undamaged packaging.
7. Defective Goods may be returned at the Company’s expense only after receiving prior written approval. If Goods are returned without such authorization, any reimbursement of carriage charges will be limited to the amount the Company would have incurred had it arranged the collection.
8. Where no fault is found with the Goods, the Company may levy an additional handling charge of €50.00.
9. If the Goods are not received within seven (7) working days, the Customer is deemed to have accepted them and withdraws any complaint.
10. In cases of replacement or return of Goods, any extra costs for mounting, dismounting, re-installation, changes to technical installations, or other related expenses shall be borne entirely by the Customer.
10. Guarantee
1. The Company guarantees that, under normal use and in accordance with the user or installation instructions — and taking into account the product specifications — the Goods shall, at the time of delivery and for a period of 36 months from the delivery date, be free from defects in material or workmanship and conform to the product specifications.
2. This guarantee is void if a defect is found to have occurred as a result of environmental or testing circumstances, misuse, use other than normal for the specific Good, neglect, improper installation, accident, improper storage, or unauthorized repairs or modifications.
3. All Goods incorporating electronic components are protected against damage from transient voltages on the mains supply. The level of protection generally exceeds the minimum specified by current international standards. It is the installer’s responsibility to ensure that electronic equipment is not exposed to transients above these standards. The Company is not responsible for any damage caused by excessive mains transients.
4. In accordance with the provisions above, the Company may, at its sole discretion, either replace or repair any Goods within the guarantee period that are shown to be defective due solely to faulty material or workmanship, provided that no attempt has been made by the Customer or a third party to rectify, dismantle, or alter the Goods, and that the defective unit is returned to the Company.
11. Exclusions
1. The Company shall not be liable for any lost profits, savings, reputation, or goodwill, nor for any indirect, incidental, or consequential damages arising out of or in connection with the sale or use of the Goods — whether any claim is based on tort, warranty, contract, or any other legal theory — even if the Company has been advised of any risks.
2. The Company’s total liability for any direct loss or damage (whether in contract, tort, misrepresentation, or otherwise) arising from the performance or failure to perform this Contract shall be limited to the contract price. If the Company fails to deliver the Goods for reasons other than causes beyond its reasonable control or the Customer’s fault, and is found liable, its liability shall be limited to the difference (if any) between the cost to the Customer (in the cheapest available market) of similar Goods and the contract price.
3. If a valid claim is made by the Customer regarding any defect in the Goods, the Company shall be entitled to either replace the Goods (or the affected part) free of charge or, at its sole discretion, refund the Customer the price paid (or a proportionate part thereof). The Company shall have no further liability.
4. The Company is only obliged to replace Goods at its office.
5. The Company declines any liability for damages resulting from the use of its services. Its liability shall always be limited to the maximum amount covered by its insurance for the type of damage in question.
6. Any time or date provided for delivery or performance is an estimate only and not an essential element of the Contract. The Company shall not be liable for any loss or damage arising from failure to deliver or perform at such a time.
7. The Company shall not be liable for delays or failures in performing any of its obligations if such delay or failure is due to any cause beyond its reasonable control.
8. The Company will supply the Customer with an instruction leaflet detailing the correct installation method. The Company shall not be liable for any loss arising from incorrect installation. The Customer must allow the Company an opportunity to inspect any installation before removing any suspected faulty product.
12. Force Majeure
1. Without prejudice to any other rights, in the event of force majeure, the Company may, at its discretion, suspend the execution of the order or dissolve the agreement without judicial intervention by notifying the Customer in writing. In such cases, the Company shall not be liable for any compensation.
2. If force majeure lasts longer than three (3) calendar months, either party is entitled to terminate the agreement without any liability to compensate the other party.
3. For the purposes of these Conditions, “force majeure” means any event or circumstance beyond the Company’s control — including, but not limited to, government-imposed import or export bans or controls, the failure of suppliers or service providers to deliver on time, suspension of work, or a high level of employee absenteeism — that prevents the Company from fulfilling its obligations.
4. The Company may also rely on force majeure if the force majeure situation commences after the Company should have fulfilled its obligations.
5. To the extent that the Company has already performed, or will still perform, part of its commitments at the time force majeure occurs, the Company is entitled to invoice for the fulfilled portion. The Customer shall pay this invoice as if it were a separate agreement.
13. Risk
1. The risk in the Goods passes to the Customer either at the time of delivery or, if the Customer wrongfully fails to take delivery, when the Company has tendered delivery of the Goods.
2. The Customer shall insure the Goods against all loss or damage for the full purchase price from the date of delivery until title passes to the Customer.
3. Any insurance proceeds or rights to receive such proceeds shall be held by the Customer on trust for the Company and applied to any outstanding invoice.
14. Intellectual Property
1. The Company retains all rights and powers under intellectual and industrial property legislation and regulations in respect of all Goods or services it supplies.
2. All Goods (including codes and names), designs, drawings, images, photographs, and descriptions may not be reproduced without the prior written consent of the Company. The Customer may not have the Goods copied or manufacture imitations that differ only in minor details, nor become directly or indirectly involved in such activities.
3. Copyright or any other intellectual property rights in sketches, designs, or models — regardless of their stage of development — and which have been delivered to or shown to the Customer, remain the full property of the Company. Any permitted use does not transfer intellectual property rights.
4. Without the Company’s prior written permission, the Customer is not allowed to copy pictures, designs, brochures, DVDs, or other material, or to use any information from the Company’s website. Any permission granted by the Company does not affect the rights of the original author of the information.
15. General
1. These Conditions, and all rights, obligations, offers, orders, and agreements to which they apply, are governed exclusively by Dutch law.
2. All disputes between the parties shall be referred exclusively to the competent court in The Netherlands. This provision applies even if all or some of the Goods are delivered to a foreign country and/or the Customer is located in or resides in a foreign country, unless otherwise required by Dutch law.
3. If any provision of these Conditions conflicts with any applicable statutory regulations, the conflicting part shall become ineffective, and the Company will replace it with a comparable provision that complies with the law.
4. If any provision of these Conditions is held to be invalid or unenforceable in whole or in part by any competent authority, the validity of the remaining provisions shall not be affected.
5. The UN Convention on the International Sale of Goods shall apply.
• «The Company» means Studio Willem, established in Utrecht (Netherlands), or any subsidiary or associated company of Studio Willem, from which the Goods are ordered, including — but not limited to — those listed on any credit account application form you might complete.
• «The Customer» means the person, firm, or other entity which contracts with the Company for the purchase of Goods.
• «The Goods» means products of any kind manufactured or sold by the Company.
• «Contract» means the contract for the purchase and sale of the Goods.
• «Studio Willem» is a registered trade name of Studio Willem.
2. Applicability
1. These general terms and conditions (hereafter: «Conditions») are applicable to and form an integral part of all quotations, offers, confirmations, agreements, and deliveries of the Company, to the exclusion of any other general terms and conditions.
2. These Conditions have been registered with the Chamber of Commerce in The Netherlands under number 60795425 and will be sent to you by the Company upon request. They can also be viewed or downloaded from our website at: www.studio-willem.com/terms‑and‑conditions
3. The Customer’s own conditions shall not exclude or limit the applicability of these Conditions, even if the Customer includes its conditions with the document placing or confirming the order.
4. By accepting an offer, placing an order, or entering into an agreement, the Customer accepts the applicability of these Conditions.
5. Any deviation from these Conditions may only be made in writing and solely by the Company; all other provisions shall remain unimpaired.
3. Offers and Agreement
1. All offers and quotations made by the Company are without obligation, and the Company retains the express right to change the prices. If the prices of the offered products or services increase between the order and its execution, the Customer is entitled to cancel the order or dissolve the agreement within five (5) working days of notification by the Company.
2. An agreement comes into effect only after written acceptance by the Company of the Customer’s order. The Company is entitled to refuse orders or attach certain conditions to the delivery unless explicitly stipulated otherwise.
3. If the agreed price, discount, or delivery time is based on a clear mistake, typographical error, or printing error, both the Company and the Customer have the right to rectify the error(s) or cancel the order within five (5) working days of notification by the Company.
4. All illustrations and information concerning dimensions, colour, finish, etc., are intended solely as an indication and are subject to variation due to changes in production processes. Minor deviations shall not be grounds for rejection, a discount, compensation, or annulment of the agreement.
5. Although the Company makes every effort to ensure the accuracy of the information in its literature, it shall not be liable for any errors or omissions in descriptions, illustrations, dimensions, or other information contained in correspondence, catalogues, or any other literature. The Company reserves the right to alter specifications of any Goods without notice.
6. All descriptions, illustrations, specifications, examples, and technical information in any brochure or literature do not form part of any contract of purchase and sale with the Company.
7. The Company’s employees or agents are not authorized to make any representations regarding the Goods unless confirmed in writing by the Company. By entering into the Contract, the Customer acknowledges that it does not rely on any such unconfirmed representations.
8. Any advice or recommendation given by the Company (or its employees or agents) regarding the storage, application, or use of the Goods that is not confirmed in writing is followed entirely at the Customer’s own risk. Accordingly, the Company shall not be liable for any such advice.
9. The Customer is responsible for ensuring that all order details, including applicable specifications and delivery instructions, are accurate and provided within a sufficient time for the Company to perform the Contract.
10. The quantity, quality, and description of, and any specification for, the Goods shall be those set out on the Company’s website, which takes priority over any brochure, except when the Goods are not on the website but are featured in the brochure (subject to any written variations).
11. If the Goods are to be manufactured from specifications supplied by the Customer — or if the Company manufactures the Goods in accordance with a specification submitted by the Customer — the Customer shall indemnify the Company against all losses, damages, costs, and expenses (including any claims for infringement of patent, copyright, design, trademark, or other industrial or intellectual property rights) arising from the use of the Customer’s specification.
4. Changes in Specification
1. The Company reserves the right to make any changes to the Customer’s specifications for the Goods as required to conform to any applicable safety or other statutory requirements.
2. Where changes are made, the Company will notify the Customer, who must then either provide new specifications or permit the Company to proceed with the manufacture of the Goods according to the Company’s changes.
3. Any change to the specification shall be subject to the waiver of any warranty.
5. Cancellation
1. All products are created on demand for the specific customer. Therefore, the Customer explicitly abandons the right to cancel the order.
2. In accordance with Article 4.1, no order accepted by the Company may be cancelled by the Customer except with the Company’s written agreement and on terms that the Customer shall indemnify the Company in full for all losses (including loss of profit), costs (including all labor and materials used), damages, charges, and expenses incurred as a result of the cancellation.
3. With the exception of jewelry (if purchased via the webshop), products may be returned within 14 working days of receiving the goods. Jewelry may only be returned when the package — including the jewelry — is in «as new» condition.
6. Price and Payments
1. All prices quoted by the Company are in euros, excluding VAT and other government duties or taxes.
2. If a discount has been agreed for the purchase of a certain quantity or range in an order, the Company is not obliged to apply the discount if fewer or different goods are ordered.
3. Time for payment is of the essence in the Contract.
4. Payment Terms:
• For certain orders, payment shall be made as follows: 50% upon placement of the order and 50% prior to delivery. Deliveries subject to prepayment will be shipped only after the full outstanding amount has been credited to the Company’s bank account.
• For orders placed via the webshop (other Goods), immediate payment is required.
5. If the invoice amount is not paid within the agreed payment term, the Customer is in default without further notice.
6. The Customer shall incur interest on any outstanding balance at the rate of 4% above the ING Bank base rate from the due date until final settlement.
7. In such circumstances, the Company may:
• Suspend deliveries under any or all contracts with the Customer;
• Serve notice in writing that if the overdue sums are not paid within 14 days, any or all contracts may be cancelled, and if payment is still not made, treat such Contracts as repudiated and claim damages;
• Recover from the Customer any costs or expenses incurred should a third-party agency be used for debt collection; and/or
• Enter the Customer’s premises for the purpose of repossessing the Goods for which title has not yet passed.
8. In case the Customer:
• Fails to make any payment on the due date or breaches these Terms and Conditions or any other term of any Contract with the Company;
• Becomes insolvent, has an administrator or administrative receiver appointed over any of its assets, or goes into liquidation (compulsorily or voluntarily, except for reconstruction or amalgamation);
• Makes any arrangement or composition with its creditors; becomes the subject of a bankruptcy order; ceases or threatens to cease carrying on business; or
• If the Company reasonably apprehends that any of the above events is about to occur, and notifies the Customer accordingly, then the Company may take the measures set out above.
7. Delivery
1. The Company shall use commercially reasonable efforts to deliver the services or goods within the agreed delivery term; however, any communicated delivery dates are approximate. The Company shall not be liable if delivery occurs either before or after the communicated date.
2. If the communicated delivery date is exceeded, the Customer is still obliged to take delivery of the Goods, unless the Customer has put the Company in default before delivery (by allowing the Company a reasonable period of at least 30 days to perform the agreement) and that period has expired.
3. The Company may postpone delivery in the event of production problems affecting the quantity or quality of the Goods. If such a delay lasts longer than three (3) calendar months, either party may cancel the order.
4. The Company is not liable for any losses (including lost profits or savings) incurred by the Customer as a result of delayed delivery.
5. The Company may deliver the ordered products in consignments and invoice the delivered products separately. Delivery takes place when the products are ready for shipment to the Customer, irrespective of any transport or insurance arrangements agreed between the parties.
6. The Customer must inspect the products upon delivery to determine whether they conform to the agreement. If the packaging is missing or damaged, the Customer must open the packaging in the presence of the delivery carrier, inspect the Goods for damage, and document any damage on the delivery note.
7. If damage is identified as resulting from defective packaging, the Customer may refuse the product and have it returned to the carrier. The Customer must provide written, detailed notification (including a digital photo) to the Company of any (transport) damage or other deficiencies as soon as possible and, in any event, no later than five (5) working days after delivery.
8. If the Customer refuses a delivery for reasons other than those mentioned above, the Company may charge the resulting costs, and it shall be entitled to dissolve the agreement without prejudice to its right to claim full compensation.
8. Title
1. Ownership of the delivered products is transferred only after the Company has received full payment (in cash or cleared funds) of the invoice, including any interest, delivery charges, and all other outstanding sums.
2. The risk related to the products passes to the Customer at the moment of delivery (see Section 6.5).
3. If the Customer is entitled to sell the Goods as the Company’s agent, the Customer must immediately account to the Company for any proceeds of sale sufficient to discharge the invoice.
4. While in the Customer’s possession, the Goods must be kept separately from all other items so that they are immediately identifiable as the Company’s property.
5. If the Customer fails to fulfill its obligations — or if there is reason to fear it will not — the Company has the right to reclaim the Goods (or arrange for their return from the Customer or any third party holding the Goods on the Customer’s behalf). Prior to full payment of all amounts due, the Company may, by written notice, terminate the Customer’s right to sell the Goods. The Customer must then return the Goods to the Company free of charge and cease to possess them.
6. The Customer must fully cooperate with any such measures; failure to do so may result in a penalty of 10% per day on the amount payable.
7. The Company may either retain such Goods until the purchase price (including interest, costs, and damages) has been paid in full or sell the Goods to a third party, deducting the net proceeds from the total amount payable by the Customer.
8. In placing an order, the Customer irrevocably authorizes the Company to enter the Customer’s premises for the purpose of repossessing the Goods for which title has not yet passed.
9. If any attachment is levied by a third party upon the Goods subject to retention of title, the Customer shall inform the third party of the retention of title and notify the Company immediately.
10. The Customer undertakes to keep insured the Goods subject to retention of title against fire, explosion, water damage, and theft. Upon the Company’s demand, the Customer must provide a copy of the insurance policy and ensure that the rights under the policy are transferred to the Company or that the Company is subrogated to those rights.
9. Complaints and Returns
1. Minor changes in shape or colour may occur depending on the material or design. Environmental influences (such as UV light for lacquered goods, colours, fabrics, etc.) may also cause changes over time. The Company continuously strives to improve its Goods; as a result, delivered Goods may technically differ from those ordered.
2. If the delivered Goods are not, in the Customer’s opinion, in accordance with the order or if not all Goods have been delivered, the Customer must immediately notify the Company by e-mail and, in any event, no later than the fifth day following the delivery date. The Company is not obliged to consider complaints received after this period.
3. Any complaint must be detailed and include a digital photo annexed to the e-mail.
4. If the Company determines that a complaint is justified, it may, at its discretion, either:
• Replace the defective or missing Goods, or
• Credit the Customer with the purchase price.
5. Goods will not be accepted for credit unless the Company has provided written approval.
6. A 20% handling charge (subject to a minimum of €50.00) may be levied on all non-defective Goods returned at the Customer’s request. Such Goods must be returned carriage paid and in their original, undamaged packaging.
7. Defective Goods may be returned at the Company’s expense only after receiving prior written approval. If Goods are returned without such authorization, any reimbursement of carriage charges will be limited to the amount the Company would have incurred had it arranged the collection.
8. Where no fault is found with the Goods, the Company may levy an additional handling charge of €50.00.
9. If the Goods are not received within seven (7) working days, the Customer is deemed to have accepted them and withdraws any complaint.
10. In cases of replacement or return of Goods, any extra costs for mounting, dismounting, re-installation, changes to technical installations, or other related expenses shall be borne entirely by the Customer.
10. Guarantee
1. The Company guarantees that, under normal use and in accordance with the user or installation instructions — and taking into account the product specifications — the Goods shall, at the time of delivery and for a period of 36 months from the delivery date, be free from defects in material or workmanship and conform to the product specifications.
2. This guarantee is void if a defect is found to have occurred as a result of environmental or testing circumstances, misuse, use other than normal for the specific Good, neglect, improper installation, accident, improper storage, or unauthorized repairs or modifications.
3. All Goods incorporating electronic components are protected against damage from transient voltages on the mains supply. The level of protection generally exceeds the minimum specified by current international standards. It is the installer’s responsibility to ensure that electronic equipment is not exposed to transients above these standards. The Company is not responsible for any damage caused by excessive mains transients.
4. In accordance with the provisions above, the Company may, at its sole discretion, either replace or repair any Goods within the guarantee period that are shown to be defective due solely to faulty material or workmanship, provided that no attempt has been made by the Customer or a third party to rectify, dismantle, or alter the Goods, and that the defective unit is returned to the Company.
11. Exclusions
1. The Company shall not be liable for any lost profits, savings, reputation, or goodwill, nor for any indirect, incidental, or consequential damages arising out of or in connection with the sale or use of the Goods — whether any claim is based on tort, warranty, contract, or any other legal theory — even if the Company has been advised of any risks.
2. The Company’s total liability for any direct loss or damage (whether in contract, tort, misrepresentation, or otherwise) arising from the performance or failure to perform this Contract shall be limited to the contract price. If the Company fails to deliver the Goods for reasons other than causes beyond its reasonable control or the Customer’s fault, and is found liable, its liability shall be limited to the difference (if any) between the cost to the Customer (in the cheapest available market) of similar Goods and the contract price.
3. If a valid claim is made by the Customer regarding any defect in the Goods, the Company shall be entitled to either replace the Goods (or the affected part) free of charge or, at its sole discretion, refund the Customer the price paid (or a proportionate part thereof). The Company shall have no further liability.
4. The Company is only obliged to replace Goods at its office.
5. The Company declines any liability for damages resulting from the use of its services. Its liability shall always be limited to the maximum amount covered by its insurance for the type of damage in question.
6. Any time or date provided for delivery or performance is an estimate only and not an essential element of the Contract. The Company shall not be liable for any loss or damage arising from failure to deliver or perform at such a time.
7. The Company shall not be liable for delays or failures in performing any of its obligations if such delay or failure is due to any cause beyond its reasonable control.
8. The Company will supply the Customer with an instruction leaflet detailing the correct installation method. The Company shall not be liable for any loss arising from incorrect installation. The Customer must allow the Company an opportunity to inspect any installation before removing any suspected faulty product.
12. Force Majeure
1. Without prejudice to any other rights, in the event of force majeure, the Company may, at its discretion, suspend the execution of the order or dissolve the agreement without judicial intervention by notifying the Customer in writing. In such cases, the Company shall not be liable for any compensation.
2. If force majeure lasts longer than three (3) calendar months, either party is entitled to terminate the agreement without any liability to compensate the other party.
3. For the purposes of these Conditions, “force majeure” means any event or circumstance beyond the Company’s control — including, but not limited to, government-imposed import or export bans or controls, the failure of suppliers or service providers to deliver on time, suspension of work, or a high level of employee absenteeism — that prevents the Company from fulfilling its obligations.
4. The Company may also rely on force majeure if the force majeure situation commences after the Company should have fulfilled its obligations.
5. To the extent that the Company has already performed, or will still perform, part of its commitments at the time force majeure occurs, the Company is entitled to invoice for the fulfilled portion. The Customer shall pay this invoice as if it were a separate agreement.
13. Risk
1. The risk in the Goods passes to the Customer either at the time of delivery or, if the Customer wrongfully fails to take delivery, when the Company has tendered delivery of the Goods.
2. The Customer shall insure the Goods against all loss or damage for the full purchase price from the date of delivery until title passes to the Customer.
3. Any insurance proceeds or rights to receive such proceeds shall be held by the Customer on trust for the Company and applied to any outstanding invoice.
14. Intellectual Property
1. The Company retains all rights and powers under intellectual and industrial property legislation and regulations in respect of all Goods or services it supplies.
2. All Goods (including codes and names), designs, drawings, images, photographs, and descriptions may not be reproduced without the prior written consent of the Company. The Customer may not have the Goods copied or manufacture imitations that differ only in minor details, nor become directly or indirectly involved in such activities.
3. Copyright or any other intellectual property rights in sketches, designs, or models — regardless of their stage of development — and which have been delivered to or shown to the Customer, remain the full property of the Company. Any permitted use does not transfer intellectual property rights.
4. Without the Company’s prior written permission, the Customer is not allowed to copy pictures, designs, brochures, DVDs, or other material, or to use any information from the Company’s website. Any permission granted by the Company does not affect the rights of the original author of the information.
15. General
1. These Conditions, and all rights, obligations, offers, orders, and agreements to which they apply, are governed exclusively by Dutch law.
2. All disputes between the parties shall be referred exclusively to the competent court in The Netherlands. This provision applies even if all or some of the Goods are delivered to a foreign country and/or the Customer is located in or resides in a foreign country, unless otherwise required by Dutch law.
3. If any provision of these Conditions conflicts with any applicable statutory regulations, the conflicting part shall become ineffective, and the Company will replace it with a comparable provision that complies with the law.
4. If any provision of these Conditions is held to be invalid or unenforceable in whole or in part by any competent authority, the validity of the remaining provisions shall not be affected.
5. The UN Convention on the International Sale of Goods shall apply.
Terms and Conditions
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