General terms and conditions
1. These general terms and conditions apply to all quotations made and work carried out by Jacco Schipper and/or A-Frames and/or its employees (jointly referred to as: A-Frames) for the client. All assignments given to Jacco Schipper and/or an A-Frames employee are exclusively deemed to be assignments given to A-Frames. These general terms and conditions also apply to the relationship between the client on the one hand and any third parties who will perform or who have performed work for the client at the request of A-Frames on the other hand. Article 404 and Article 407, paragraph 2 of Book 7 of the Dutch Civil Code do not apply.
QUOTATIONS AND PRICES
2. Unless explicitly stated otherwise, all quotations are without any obligation. A-Frames cannot be held to its quotations or offers in case the client can or should reasonably understand that the quotations or offers, or any parts thereof, contain or contains an obvious mistake or error in writing.
3. After the quotation has been given or after an agreement has been entered into, A-Frames, after giving notification to the client, is entitled to pass on price increases, resulting from taxes, import duties or other government levies introduced or increased after that point in time, as well as currency exchange rate fluctuations or changes pertaining to raw material prices. In such case the client is entitled to rescind the agreement after reimbursing costs already incurred by A-Frames in order to carry out the work.
4. If the acceptance (whether or not as regards minor points) differs from the proposal included in the quotation or offer, for example as regards the size, colour or model, A-Frames is not bound to the quotation.
FORMATION AND PERFORMANCE OF THE AGREEMENT
5. Any agreement is formed by an oral or written assignment by the client and acceptance thereof by A-Frames. In the absence of a written acceptance by A-Frames the agreement is deemed to have been formed at the time A-Frames commences its work and the client reasonably knew or should have known that A-Frames wished to carry out the work.
6. At all times, A-Frames is entitled to require a full or partial advance payment of the agreed-upon fee and/or costs incurred or to be incurred and is entitled to suspend performance of the agreement until the time at which the advance payment has been made.
7. The agreed-upon completion time of the work does not commence before the client has correctly and fully provided A-Frames with all the required information.
8. The client vouches for the correctness and completeness of the data supplied to A-Frames by the client. In case of incorrect data, or a change to the supplied data during the performance, A-Frames is entitled to charge for the performed assignment on the basis of this incorrect data.
9. If during the performance of the agreement the agreed-upon work cannot be carried out or can only be carried out subject to changed conditions because of circumstances related to the work of art, A-Frames will notify the client thereof. If no agreement is reached concerning the continuation of the agreement, whether or not subject to changed conditions, the agreement will have terminated.
10. In case of early cancellation of the assignment the client is bound to reimburse A-Frames for the costs of materials and time spent that have been incurred up to that time.
CHANGES TO THE ASSIGNMENT
11. Costs or a reduction of costs caused by a change of the agreement by the client are passed on to the client. A change that results in less time spent by A-Frames only results in a reduction of the agreed-upon fee in case A-Frames has agreed to such a reduction in writing.
12. A change of the agreed-upon delivery time will only take place after written acceptance by A-Frames.
TERMINATION OF THE AGREEMENT AND COMPENSATION
13. A-Frames is entitled to rescind the agreement without further notice in case circumstances arise which are of such nature that performance of the agreement is temporarily or permanently impossible or in case circumstances arise in other respects which are of such nature that unaltered maintenance of the agreement cannot reasonably be required of A-Frames.
14. In case the agreement is rescinded, A-Frames’ claims against the client are immediately due and payable. In case A-Frames suspends the performance of the obligations, it retains its claims under the law and agreement.
15. A-Frames may suspend the obligations arising from the agreement during the period in which the force majeure continues. If this period exceeds two months, either party is entitled to rescind the agreement; no liability to pay compensation for damage to the other party arises in such case. In case A-Frames proceeds to suspend or rescind, it is in no way bound to pay compensation for damage and costs resulting in whichever way from the rescission.
16. If rescission or cancellation can be attributed to the other party, A-Frames is entitled to compensation paid by the client for costs and damage, including costs that have arisen directly or indirectly because of the performance of the agreement by A-Frames. A-Frames is not obliged to reimburse costs and/or to pay compensation for damage to the client if the client fails to comply with the obligations in force on the basis of the agreement, which justifies rescission.
17. In case of liquidation, (an application for) a suspension of payments, bankruptcy or winding-up, or any other circumstance by which the other party can no longer freely dispose of its property, A-Frames is at liberty to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation on its part towards the client to pay any compensation or damages. In such case, A-Frames’ claims against the other party are immediately due and payable.
18. Stated delivery terms are approximate only. Failure by A-Frames to meet the delivery term does not give claim to compensation or rescission of the agreement, unless this failure is of such nature that unaltered continuation of the agreement cannot reasonably be required of the client.
19. The work of A-Frames is deemed to have been completed at the time at which A-Frames notifies the client thereof. As of that time, the work to which the agreement relates remains with A-Frames at the client’s risk and expense.
20. If the client has not taken possession of these works within ten days after the notification of the completion of the assignment, A-Frames is entitled to charge a safekeeping fee per month of 3 per cent of the invoice amount of the assignment.
STATE OF WORKS OF ART DURING ARRIVAL, TRANSPORT AND PACKAGING
21. Works of art to which the agreement relates are unpacked in A-Frames’ workshop after arrival. A-Frames is not liable for any damage that occurs as a result of removing the packaging. A-Frames will immediately assess the state of the work or works of art, if possible in consultation with the client. Instances of damage that are found are reported to the client.
22. At all times, works of art to which the agreement or quotation relates are at the risk and expense of the client during transportation, regardless of what the transport documents state in that respect.
23. The client is responsible for suitable insurance of the work or works of art entrusted to A-Frames. Under no circumstances is A-Frames liable for any damage that occurs during the transportation of the client’s works of art, even if such transportation takes place on the orders of A-Frames.
24. A-Frames is not liable for damage of whichever nature resulting from incorrect and/or incomplete data provided by or on behalf of the client. Under no circumstances is A-Frames liable for indirect damage, including consequential damage, lost profit, lost savings and loss due to business interruption, caused by actions carried out by A-Frames on the basis of incorrect and/or incomplete data provided by the client.
25. Any liability on the side of A-Frames to the client under the agreement for services is limited to the amount that is paid out in the case in question under A-Frames’ liability insurance less the amount of the excess that is applicable under the policy according to the insurer. The client indemnifies A-Frames against claims by third parties, which claims are related in whichever way to the work carried out for the client.
26. The risk of loss, damage or decrease in value passes to the client at the time at which works are brought under the client’s control.
27. The works delivered by A-Frames meet the customary requirements and standards that can reasonably be demanded of them at the time of delivery. Slight deviations as regards the colour or appearance of the used materials can be considered normal and are part of a natural product. The works are intended for use under the following conditions (intended to be non-exhaustive): a condition with humidity values between 50 and 60 per cent and a stable temperature. Temperature fluctuations may amount to a maximum of 5ºC during a period of at least 24 hours. Damp walls, cold or moistness during transportation or storage must be avoided. Direct sources of light or sunlight must shine on works as little as possible. Glass or acrylic glass must be cleaned in the correct manner in accordance with the product’s characteristics. Frames must not be cleaned using liquid and must be moved using clean hands or, even better, cloth gloves. Mounting products on the wall is at one’s own risk.
28. The client indemnifies A-Frames against damage that arises because the client does not comply with the above-mentioned conditions or causes damage because of incorrect storage or maintenance, rough handling or has opened or altered work without notifying A-Frames.
29. If the client submits a complaint, the client’s payment obligation is not suspended. In such case, the client remains bound to purchase and pay for the other ordered non-defective items of property.
30. If a defect is established in A-Frames’ performance, A-Frames will, within a reasonable period after having received the returned works and at A-Frames’ discretion, compensate for the damage to a maximum of the agreed-upon invoice amount, replace the works or remedy the defect.
31. Payment must be made within 14 days of the invoice date.
32. If the payment term is exceeded the client is in default by operation of law, without further notice of default being required. Default also commences by operation of law in case partial payments have been agreed upon and any term for partial payment is exceeded.
33. All items of property delivered by A-Frames remain the property of A-Frames until the client has fully performed all obligations under the agreement or agreements entered into with A-Frames.
APPLICABLE LAW AND DISPUTES
34. If at any time one or more provisions in these general terms and conditions are fully or partly void or voidable, the other provisions in these general terms and conditions remain fully in effect.
35. The law of the Netherlands is applicable to the legal relationship between the client and A-Frames. Any disputes related to or resulting from the legal relationship between the client and A-Frames will be submitted exclusively to the competent court in the Netherlands.
These general terms and conditions have been filed with the Dutch Chamber of Commerce under file number 68606028.
1521 RW Wormerveer