General Conditions governing the Sale and Delivery of Products (to consumers, including distance selling)
Applicability of these General Conditions
These conditions apply, to the exclusion of any other conditions, to all offers, agreements and deliveries regarding products created or offered by the Label
The following definitions are used in these General Conditions: a. Label The record label that sells products; b. Buyer the label’s counterpart c. Consumer a Buyer not acting in the conduct of a profession or business; d. Consumer Purchase a purchase between the label and a Consumer; e. Distant Purchase a Consumer Purchase whereby the agreement is concluded via the Internet or by telephone, fax or post.
Offers and agreements
An offer or quotation will be valid during the specified term or while stocks last.
In the case of distance selling, agreements between the label and the Buyer will be concluded on acceptance of the offer by the Buyer and compliance with the stipulated conditions.
The label will have the right to make use of third parties in the performance of the agreement. Any and all rights and claims stipulated in these Conditions and in any further agreements for the benefit of the label will equally apply to any agents and other third parties engaged by the Designer.
If the prices of a release or wages, import duties, taxes or other external costs increase after the conclusion of the agreement (whether or not due to currency fluctuations), the label will have the right to adjust the purchase price to that increase.
The label must inform the Buyer of such a circumstance as soon as possible, after which the Buyer will have the right to dissolve the agreement, unless it has been stipulated that the delivery will take place more than three (3) months after the purchase or the increase is due to a statutory price increase.
The label will state a delivery period, absent which a 30-day delivery period will apply. Specified delivery and other terms will not be of the essence, unless otherwise expressly agreed in writing. If a term is exceeded, the consumer must provide a further term in which to deliver. If that term is also exceeded, the consumer may dissolve the agreement.
If the label requires information from the Buyer for the performance of the agreement, or if full or partial payment in advance has been stipulated, the delivery term will not commence until the label has received the correct and full information or the payment in advance.
Delivery to consumers will take place in the manner stated by the label during the purchase process and at the address stated by the Buyer upon the conclusion of the agreement, including delivery at the post office or at neighbours/third parties specified by the Buyer on the grounds of absence. The risk in the products delivered will pass to the Buyer on the moment of delivery.
If the Buyer refuses to take delivery, the label may charge him the resulting costs. In that case the label will also have the right to dissolve the agreement, without prejudice to his right to claim full damages.
Retention of title All products delivered will remain the label’s property until the Buyer has fulfilled all his obligations towards the label under the agreement.
Dissolution and return of products
After the order has been confirmed, the Buyer may amend or cancel it only with the label’s prior consent. If the label has already incurred costs or will incur costs as a result of the amendment or cancellation, the label may charge those cost to the Buyer. In the case of distance selling the Buyer has the right within fourteen (14) working days after receipt of the product to cancel the purchase in writing without stating any reasons, by means of an unequivocal statement or using the model cancellation form on the label’s website.
If the purchase price and shipping costs have already been paid, they must be repaid as soon as possible but no later than fourteen (14) days after the label was informed that the Buyer wishes to cancel the purchase, unless the label has reason to believe that the products returned have already been opened, even thought that was not necessary in order to assess the product, or used, or have been damaged due to any act on the part of the Buyer. Repayment must be made using the same means of payment as that by which the original transaction was made, unless the Buyer expressly agrees otherwise.
The Buyer must return the product immediately or in any event no later than fourteen (14) days after the day on which the Buyer informed the label of its decision to cancel the agreement. The label may wait before making the repayment until it has received the product or the Buyer has demonstrated that the product has been returned, whichever is sooner.
Article 6.2 will not apply to the Distance Purchase of:
products whose price is subject to fluctuations on the financial market beyond the label’s control;
products that: 1) were produced in accordance with the Buyer’s specifications; 2) are clearly of a personal nature; 3) cannot be returned due to their nature; or 4) are subject to rapid spoilage or ageing.
audio and video recordings and software if the seal has been broken by the Buyer;
newspapers or magazines: or
services provided with the Consumer’s approval before the end of the period of seven (7) working days.
Products delivered may be returned only with the label’s prior written consent, in the manner stated by the label during the purchase process. The direct costs involved in the return shipment of the products in the context of this Article will be payable by the Buyer, unless otherwise expressly agreed in writing.
The label may at any time demand full or partial payment in advance or cash on delivery.
If products are delivered on account, the invoice amount must be paid within fourteen (14) days, without the Buyer being entitled to any discount or setoff.
If the label has not received (full) payment at the end of the payment period, the Buyer will be in default and will owe interest equal to the statutory interest rate that applies to consumer transactions. All costs incurred by the label in connection with late payment, such as procedural costs and judicial and extrajudicial costs, including the costs of legal assistance, bailiffs and debt collection agencies, will be payable by the Buyer. The extrajudicial costs will be charged on the basis of the Extrajudicial Collection Costs Decree. The fees in that Decree are:
Minimum rate €40
15% on the first €2,500
10% on the next €2,500
5% on the next €5,000
1% on the next €190,000
0.5% on the excess of the principal, subject to a maximum of €6,775
Before charging collection costs, the label will send the consumer a demand for payment in which the label is given a period of fourteen (14) days after the day of the demand for payment inn which to pay the claim after all.
Right of suspension and dissolution
In addition to the provisions regarding force majeure and the provisions of Article 6, the label will have the right to suspend (in full or in part) the performance of its obligations under all agreements that exist between the parties or to dissolve those agreements in full or in part without any notice of default or judicial intervention being required:
if the Buyer is in default or the label has good reason to believe that the Buyer will not perform its obligations in full and/or in time;
in the event of liquidation, a suspension of payment, a petition for a suspension of payment, bankruptcy or debt rescheduling, or any other circumstance as a result of which the Buyer can no longer freely dispose of its capital; or
if circumstances occur as a result of which it is impossible to perform the agreement or the label cannot reasonably be required to continue the agreement in an unamended form.
In the cases referred to in paragraph 8.1 any obligations of the Buyer will furthermore fall due immediately and the label will not be required to pay any damages. The latter will not apply in the event of dissolution on the grounds of circumstances for which the Consumer cannot be blamed.
Guarantees and complaints
The products to be supplied by the label will meet the customer requirements and standards that can reasonably be set at the moment of delivery and for which they are intended in the event of normal use. If applicable, guarantee provisions of suppliers and third parties, such as producers and importers, will apply to the products supplied by the label.
If the product is used outside the Netherlands, the Buyer itself must verify whether the products are suitable for use there and whether they meet the conditions and the applicable statutory and other requirements.
The Buyer will be required to inspect the products delivered immediately after receipt. Any defects established must be reported to the label in writing, stating the reasons, within two (2) months or in the case of external defects immediately.
If it has been proven that a product is not in conformity with the agreement and the complaint was filed in a timely manner, the label may, at its option, replace the product in question or refund the invoice price plus any shipping costs paid.
All data, designs and images regarding colours, materials, dimensions and finishing will be for information purposes only. Divergences will not be reason for rejection, discount, dissolution of the agreement or damages if such divergences are minor.
Intellectual property rights
The Buyer expressly acknowledges that all intellectual and/or industrial property rights in respect of the products, materials and information made available to the Buyer by the label, including samples, packaging, records, sleeves and promo material.
If and insofar as the label manufactures products or packaging on the basis of express instructions given by the Buyer, the Buyer warrants that no third-party rights will be infringed. The Buyer indemnifies the label against any third-party claims in this context and will reimburse all costs incurred by the label in connection with such claims.
Liability for damage
The label will not be liable for damage caused:
by incompetent use of the products delivered or use for a purpose other than that for which they are suitable by objective standards;
because the Designer used incorrect or incomplete data provided by or on behalf of the Buyer;
third parties engaged in a performance of the agreement at the Buyer’s request or with the Buyer’s consent;
materials or services provided by third parties at the Buyer’s request or with the Buyer’s consent; or
misunderstandings, damage, delays or the improper receipt of orders and notifications due to the use of the Internet or any other means of communication (whether or not electronic).
Only direct loss attributable to the label will qualify for compensation. Any and all liability for indirect loss, including but not limited to consequential loss, loss of profits, damaged or lost data or materials, and loss of proceeds is excluded. In the case of Consumer Purchase the scope of this provision will be limited to that permitted under Article 7:24(2) of the Dutch Civil Code.
Insofar as the label is liable for the reimbursement of loss, that loss will be limited to the invoice amount for the delivery or partial delivery in question, on the understanding that that amount will not exceed € 45,000 and will in any event be limited to the amount that the insurer pays the Designer in the case in question.
The Buyer indemnifies the label against any and all claims from third parties that incur losses in connection with the performance of the agreement and for the cause of which the Buyer is to blame.
The limitations recorded in Article 11.1 to 11.14 will not apply:
if the loss is due to intent or gross negligence on the part of the label or its executive or non-executive subordinates;
in the event of product liability towards a Consumer within the meaning of Book 6, Part 3, Chapter 3, of the Dutch Civil Code.
If the label is unable to perform the agreement due to an event of force majeure, it will have the right to suspend its obligations until the event of force majeure has ended. If that period lasts longer than two (2) months, either of the parties will have the right to dissolve the agreement in respect of the products affected by the event of force majeure, without being required to compensate the loss incurred by the other party. In that case the Buyer will be required to pay for the products already delivered.
In these General Conditions, ‘force majeure’ means, among other things, in addition to the definition of that term in the law and in case law, all external causes beyond the label’s control, either foreseen or unforeseen, as a result of which the Designer is unable to fulfil its obligations.
Dutch law and competent court
This Agreement is governed by Dutch law, also if an obligation is performed abroad in full or in part or if the Buyer has its place of residence there. The applicability of the Vienna Sales Convention is excluded.
In the event of disputes, the court of the Buyer’s place of residence will be the competent court.
The parties will submit a dispute to the court only after they have made every effort to settle the dispute in consultation.
The Dutch text of these General Conditions will at all times be decisive in the interpretation of these General Conditions.
Amendments and/or additions to these General Conditions will be valid and applicable only if recorded in writing. If the Designer uses additional conditions or any provisions that conflict with these General Conditions, that will not affect the validity and applicability of other provisions of these General Conditions.
These General Terms and Conditions are a translation of the Verkoop- en leveringsvoorwaarden Producten (t.b.v. consumenten, incl. koop op afstand) of the Association of Dutch Designers (BNO). In the event of any discrepancies between these two Terms and Conditions, the Dutch text will prevail.
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