General terms and conditions TwenZoë
Definitions
1. Twenzoë: Twenzoë, established in Eindhoven.
2. Customer: the person with whom TwenZoë has entered into an agreement.
3. Parties: TwenZoë and customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.
Applicability of general terms and conditions
1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of TwenZoë.
2. Parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
3. Parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.
Prices
1. All prices used by TwenZoë are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or otherwise agreed.
2. TwenZoë may change all prices that TwenZoë uses for its products or services, on its website or otherwise made known.
3. Increases in the cost prices of products or parts thereof, which Maan Limburg Fotografie could not foresee at the time of making the offer or concluding the agreement, may give rise to price increases.
4. The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
5. The price with regard to a service is determined by TwenZoë on the basis of the hours actually spent.
6. The price is calculated according to TwenZoë's usual hourly rates, applicable for the period in which he performs the work, unless a different hourly rate has been agreed.
7. If the parties have agreed on a total amount for a service provided by TwenZoë, this is always a guideline price, unless the parties have expressly and in writing agreed on a fixed price, from which no deviation is possible. 8. TwenZoë is entitled to deviate up to 10% from the target price.
9. If the target price is more than 10% higher, TwenZoë must inform the customer in a timely manner why a higher price is justified.
10. If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
11. TwenZoë has the right to adjust the prices annually.
12. TwenZoë will communicate price adjustments to the customer prior to their entry into force.
13. The consumer has the right to terminate the agreement with TwenZoë if he does not agree with the price increase.
Payments and payment terms
1. TwenZoë may request a down payment of up to 50% of the agreed amount when entering into the agreement.
2. The customer must have paid in arrears within 7 days after delivery of the product.
3. Payment terms are considered fatal payment terms. This means that if the customer has not paid the agreed amount by the last day of the payment term at the latest, he is legally in default and in breach, without TwenZoë having to send the customer a reminder or put him in default.
4. TwenZoë reserves the right to make a delivery dependent on immediate payment or to demand security for the total amount of the services or products.
Consequences of late payment
1. If the customer does not pay within the agreed term, TwenZoë is entitled to charge interest of 1% per month from the day the customer is in default, whereby a part of a month is counted as a whole month. 2. If the customer is in default, he is also liable to pay extrajudicial collection costs and any compensation to TwenZoë.
3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. If the customer does not pay on time, TwenZoë may suspend its obligations until the customer has fulfilled his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, Maan Limburg Fotografie's claims on the customer are immediately due and payable.
6. If the customer refuses to cooperate with the execution of the agreement by TwenZoë, he is still obliged to pay the agreed price to TwenZoë.
Right of complaint
1. As soon as the customer is in default, TwenZoë is entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.
2. TwenZoë invokes the right of complaint by means of a written or electronic notification. 3. As soon as the customer has been informed of the invoked right of complaint, the customer must immediately return the products to which this right relates to TwenZoë, unless the parties make other arrangements.
4. The costs for retrieving or returning the products are at the customer's expense.
Right of withdrawal
1. A consumer can cancel an online purchase during a reflection period of 14 days without giving a reason, provided that:
the product has not been used
it is not a product that can spoil quickly, such as food or flowers
it is not a product that has been specially made or adapted for the consumer
it is not a product that cannot be returned for hygienic reasons (underwear, swimwear, etc.)
the seal is still intact, if it concerns data carriers with digital content (DVDs, CDs, etc.)
the product is not a trip, transport ticket, catering order or form of leisure activity
The product is not a separate magazine or newspaper
it does not concern an (order for) emergency repair
the consumer has not waived his right of withdrawal
2. The 14-day reflection period as referred to in paragraph 1 commences:
on the day after the consumer has received the last product or part of 1 order
as soon as the consumer has received the first product with a subscription
as soon as the consumer has purchased a service for the first time
as soon as the consumer has confirmed that he will purchase digital content via the internet
3. The consumer can make his appeal to the right of withdrawal known via twenzoe@gmail.com, if desired using the withdrawal form that can be downloaded from the TwenZoë website, www.twenzoe.wixsite/photography.com. 4. The consumer is obliged to return the product to TwenZoë within 14 days after making his right of withdrawal known, failing which his right of withdrawal will lapse.
5. The costs for returning are only borne by TwenZoë if the entire order is returned.
6. If the purchase costs and any other costs (such as shipping and return costs) are eligible for reimbursement according to the law, TwenZoë will refund these costs to the consumer within 14 days after receipt of the timely appeal to the right of withdrawal, on condition that the consumer has returned the product to TwenZoë in a timely manner.
Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Right of retention
1. TwenZoë may invoke its right of retention and in that case retain the customer's products until the customer has paid all outstanding invoices to TwenZoë, unless the customer has provided sufficient security for those costs.
2. The right of retention also applies on the basis of previous agreements from which the customer still owes payments to TwenZoë.
3. TwenZoë is never liable for any damage that the customer may suffer as a result of exercising its right of retention.
Set-off
Unless the customer is a consumer, the customer waives its right to set off a debt to TwenZoë against a claim on TwenZoë.
Retention of title
TwenZoë remains the owner of all delivered products until the customer has fully met all its payment obligations to TwenZoë on the basis of what has been concluded with TwenZoë. agreement, including claims regarding failure to comply.
2. Until then, TwenZoë may invoke its retention of title and take back the goods.
3. Before ownership has been transferred to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.
4. If TwenZoë invokes its retention of title, the agreement will be deemed to have been terminated and TwenZoë will be entitled to claim damages, lost profits and interest.
Delivery
1. Delivery will take place while stocks last.
2. Delivery will take place at TwenZoë, unless the parties have agreed otherwise.
3. Delivery of products ordered online will take place at the address specified by the customer.
4. If the agreed amounts are not paid or not paid on time, TwenZoë has the right to suspend its obligations until the agreed part has been paid. 5. In the event of late payment, there is a case of creditor default, with the result that the customer cannot object to late delivery to TwenZoë.
Delivery time
1. The delivery times specified by TwenZoë are indicative and do not entitle the customer to termination or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
2. The delivery time commences at the moment that the customer has fully completed the (electronic) ordering process and has received an (electronic confirmation) from TwenZoë.
3. Exceeding the specified delivery time does not entitle the customer to compensation or the right to terminate the agreement, unless TwenZoë cannot deliver within 14 days after being reminded in writing to do so or the parties have agreed otherwise.
Actual delivery
The customer must ensure that the actual delivery of the products ordered by him can take place on time.
Transport costs
Transport costs are for the account of the customer, unless the parties have agreed otherwise.
Packaging and shipping
1. If the packaging of a delivered product is opened or damaged, the customer must have the forwarder or delivery person make a note of this before receiving the product, failing which TwenZoë cannot be held liable for any damage.
2. If the customer arranges for the transport of a product himself, he must report any visible damage to products or packaging to TwenZoë prior to transport, failing which TwenZoë cannot be held liable for any damage.
Insurance
1. The customer undertakes to sufficiently insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft:
- delivered items that are necessary for the execution of the underlying agreement
- items of TwenZoë that are present at the customer's premises
- items that have been delivered under retention of title
2. The customer shall provide TwenZoë with the policy of these insurances for inspection at the first request.
Storage
1. If the customer does not take delivery of ordered products until after the agreed delivery date, the risk of any loss of quality is entirely for the customer.
2. Any additional costs resulting from premature or late delivery of products are entirely for the customer's account.
Warranty
1. If the parties have entered into an agreement with a service-providing nature, this only contains obligations of effort for TwenZoë, not obligations of result.
2. The warranty with regard to products applies exclusively to defects caused by defective manufacturing, construction or material. 3. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or unskilled use by the customer, as well as when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, is transferred to the customer at the moment that they are legally and/or actually delivered, or at least come into the power of the customer or of a third party who receives the product on behalf of the customer.
Execution of the agreement
1. TwenZoë executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. TwenZoë has the right to have the agreed services (partially) performed by third parties.
3. The agreement is executed in mutual consultation and after written agreement and payment of any agreed advance payment by the customer.
4. It is the customer's responsibility that TwenZoë can start executing the agreement in a timely manner. 5. If the customer has not ensured that TwenZoë can start the execution of the agreement in a timely manner, the resulting additional costs and/or additional hours will be charged to the customer.
Information provision by the customer
1. The customer shall make all information, data and documents relevant to the correct execution of the agreement available to TwenZoë in a timely manner and in the desired form and manner. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
2. If and to the extent that the customer requests this, TwenZoë shall return the relevant documents.
3. If the customer does not provide the information, data or documents reasonably requested by TwenZoë, does not provide them in a timely manner or does not provide them properly, and the execution of the agreement is delayed as a result, the resulting additional costs and additional hours will be charged to the customer.
Indemnification
The customer indemnifies TwenZoë against all claims from third parties related to the products and/or services supplied by TwenZoë.
Complaints
1. The customer must examine a product supplied or service provided by TwenZoë as soon as possible for any shortcomings.
2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform TwenZoë of this as soon as possible, but in any case within 1 month of discovering the shortcomings.
3. Consumers must inform TwenZoë of this within 2 months of discovering the shortcomings. 4. The customer must provide a description of the shortcoming that is as detailed as possible, so that TwenZoë is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between the parties.
6. If a complaint relates to ongoing work, this cannot in any case lead to TwenZoë being required to perform work other than that agreed upon.
7. If the customer is dissatisfied with the services provided by TwenZoë, the customer must inform TwenZoë of this as soon as possible and the parties will attempt to reach an informal solution.
8. If the procedure followed in paragraph 1 does not lead to a satisfactory solution, the customer can file a complaint with Stichting Zorggeschil.
Notice of default
The customer must notify TwenZoë of any notices of default in writing.
It is the customer's responsibility to ensure that a notice of default actually reaches TwenZoë (in a timely manner). Joint and several liability of the customer
If TwenZoë enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts that they owe to TwenZoë under that agreement.
Liability of TwenZoë
1. TwenZoë is only liable for any damage suffered by the customer if and to the extent that such damage is caused by intent or deliberate recklessness.
2. If TwenZoë is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.
3. TwenZoë is never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
4. If TwenZoë is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance and in the absence of (full)
payment by an insurance company of the amount of the damage, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colours, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and cannot give rise to compensation and/or (partial) termination of the agreement and/or suspension of any obligation.
Expiry period
Any right of the customer to compensation from TwenZoë expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of article 6:89 of the Civil Code.
Right to termination
1. The customer has the right to terminate the agreement if TwenZoë is culpably in breach of its obligations, unless this shortcoming, given its special nature or minor significance, does not justify termination. 2. If the fulfillment of the obligations by TwenZoë is not permanently or temporarily impossible, dissolution can only take place after Maan Limburg Fotografie is in default.
3. TwenZoë has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfill his obligations under the agreement, or if TwenZoë has become aware of circumstances that give him good reason to fear that the customer will not be able to properly fulfill his obligations.
Force Majeure
1. In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure by TwenZoë to fulfill any obligation towards the customer cannot be attributed to TwenZoë in a situation beyond the control of TwenZoë, as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected of TwenZoë. 2. The force majeure situation referred to in paragraph 1 also includes - but is not limited to -: emergency (such as civil war, uprising, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a force majeure situation occurs as a result of which TwenZoë cannot fulfil 1 or more obligations towards the customer, those obligations will be suspended until TwenZoë can fulfil them again.
4. From the moment that a force majeure situation has lasted for at least 30 calendar days, both parties may terminate the agreement in writing in whole or in part.
5. TwenZoë is not liable for any (damage) compensation in a force majeure situation, even if it enjoys any benefit as a result of the force majeure situation. Amendment of the agreement
If, after the conclusion of the agreement, it appears necessary to amend or supplement its content for its implementation, the parties shall amend the agreement accordingly in a timely manner and in mutual consultation.
Amendment of general terms and conditions
1. TwenZoë is entitled to amend or supplement these general terms and conditions.
2. Amendments of minor importance can be implemented at any time.
3. TwenZoë will discuss major substantive changes with the customer in advance as much as possible.
4. Consumers are entitled to terminate the agreement in the event of a material amendment to the general terms and conditions.
Transfer of rights
1. Rights of the customer arising from an agreement between the parties cannot be transferred to third parties without the prior written consent of TwenZoë.
2. This provision applies as a clause with property law effect as referred to in article 3:83, paragraph 2, of the Dutch Civil Code.
Consequences of nullity or voidability
1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this will not affect the other provisions of these conditions. 2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what TwenZoë had in mind when drawing up the conditions on that point.
Applicable law and competent court
1. Every agreement between the parties is exclusively governed by Dutch law.
2. The Dutch court in the district where TwenZoë is established / practices / has an office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.
Drawn up on 02 November 2020.