GENERAL TERMS AND CONDITIONS INTERIMAGE B.V.
1.1.The following definitions are applied in these general terms and conditions:
a.Interimage: the user of these general terms and conditions: Interimage, having its registered office at Golf van Biskaje 7a/b in Woerden, registered with the Chamber of Commerce under number 30085971;
b.other party: the individual or legal entity entering into or wishing to enter into an agreement or to whom Interimage makes an offer or supply or performs a service;
c.consumer: the other party, i.e. an individual, not acting in the performance of a profession or on behalf of a company;
d.agreement: the agreement entered into by Interimage and the other party;
e.website: the website www.interimage.com where one can order products from Interimage.
2.1.These general terms and conditions apply for any offer, quote, transaction and each agreement concluded by Interimage and the other party unless this is explicitly deviated from in writing by the parties. These terms and conditions also apply to subsequent offers, quotes, transactions and agreement issued to or concluded with the same other party.
2.2.The applicability of any purchase or other terms and conditions of the other party are explicitly rejected.
2.3.If one or more of the provisions in these general terms and conditions are nullified or removed, these other provisions of these general terms and conditions remain applicable in full. The nullified or removed provisions will be replaced by Interimage, whereby the aim and intent of the original provision(s) is/are followed to the extent possible.
2.4.If Interimage does not always demand the strict adherence to these general terms and conditions, this does not mean that the provisions thereof do not apply or that the User would in any way loose the right to demand the strict adherence to the provisions of these terms and conditions in other cases.
2.5.The Dutch language version of the content and intent of these general terms and conditions always takes precedence over any other language version.
2.6.Interimage is authorised to change these general terms and conditions.
article 3.Offers and quotes
3.1.Any offers and/or quotes made by Interimage are without obligation unless otherwise is stated in the offer/quote. If an offer contains a period of acceptance, this exclusively means that the offer will no longer apply after this period has lapsed.
3.2.All the images, catalogues, sketches, drawings and other information such as size, weight and quantity are as accurate as possible. This information is only binding if this is explicitly confirmed.
3.3.Apparent errors or mistakes on the websites and in brochures, quotes, publications, agreements or email messages of Interimage are not binding for Interimage.
3.4.The product range offered on the website can be changed.
3.5.Interimage is authorised to determine that product can only be ordered in certain minimum quantities.
4.1.Interimage does not guarantee that the website will work without interruptions or errors or that all errors will be removed.
4.2.Interimage is authorised at all times to make changes to the website.
article 5.User terms and conditions
5.1.When using the website, the other party must act in a manner as can be expected of a responsible and careful internet user.
5.2.The other party is not permitted to bypass the security applications on the website or to hack them.
5.3.The other party is not permitted to use the website in such a way that this affects the correct operation of the computer systems of Interimage or third parties or that other users of the website are hindered or obstructed.
article 6.Concluding the agreement
6.1.The agreement is concluded the moment that the other party:
a.has signed and returned to the quote or agreement to Interimage; or
b.has accepted Interimage's offer in writing, via the fax, via email or orally; or
c.has completed the full ordering procedure via the website.
6.2.The order party can only place an order via the website after the other party ticked the box indicating that he agrees to these general terms and conditions.
6.3.Immediately after the order has been placed via the website, Interimage sends the other party an order confirmation via email.
article 7.Designs, drawings, models and other data
7.1.The other party is not permitted to use the designs, drawings, models and other information made available by Interimage, unless this has explicitly been agreed by the parties in the concluded agreement. Even though the designs, drawings, models and other information have been made available, Interimage retains the (intellectual) property rights unless otherwise has explicitly been agreed.
7.2.If the other party assigns Interimage to perform on the basis of the drawings, calculations, instructions or other information provided by the other party, then the other party will guarantee that the performance to be performed by Interimage is reasonably possible on the basis of these drawings, calculations, instructions or other information.
7.3.Advice provided by Interimage in respect of the adding or arranging of facilities in respect of the items to be supplied or the services to be provided by Interimage are free of obligation.
article 8.Research into the existence of rights
8.1.The conducting of research into the existence of brand rights, drawing or model protection, copy rights and portrait rights of third parties is not included in the agreement. The same applies to research into such protection forms for the other party.
article 9.Delivery time and supply
9.1.The indicated delivery times are determined approximately and are never considered a deadline, unless otherwise has explicitly been agreed in writing by the parties. The Interimage must be declared in default in writing in the event of a late delivery by the other party.
9.2.The delivery time commences the moment the agreement is concluded, Interimage has received all the necessary details for the performance of the obligations, the other party has submitted, fulfilled or provided Interimage all the necessary permits/formalities necessary for the performance of the agreement, and the payment has been received, if and insofar as this needed to be made upon giving the assignment.
9.3.The delivery time is extended by a period during which the performance is suspended resulting from these terms and conditions and/or the law, or during which the compliance is not possible due to a force majeure.
9.4.If Interimage is unable to supply the product within 30 days after the order has been placed via the website, Interimage will inform the other party thereof via the email and the consumer will then be entitled to dissolve the agreement at no cost, unless the consumer has explicitly agreed a longer delivery period. If the consumer dissolves the agreement, then Interimage repays any amounts paid within 14 days after the dissolution.
9.5.Delivery of materials used by Interimage will be done ex-office, workplace or warehouse of Interimage or from a location to be determined by Interimage. The same applies when Interimage takes care of the transport. When consumers place an order via the website, the risk of the product transfers to the consumer the moment the consumer receives the product.
9.6.The other party must provide all the cooperation necessary for Interimage to comply with the performance. If this cooperation is not provided, the consequences thereof are payable by the other party. This cooperation is regarded as having been refused:
a.when Interimage takes care of the transport, if the items have been offered for delivery to the other party, but cannot be delivered;
b.if the other party takes care of the transport, when the items are not collected on the agreed date by or on behalf of the other party.
In these cases, the other party will immediately be declared in default without requiring a notice of default. All the costs resulting from this refusal are payable by the other party, notwithstanding any other rights with regard to this shortcoming. These costs explicitly include a reasonable payment for the storage in accordance with the fees usually applied.
9.7.If the products deviate only slightly from the models, samples or examples made available earlier in respect of colour, composition, weight, exterior etc., then the relevant products are regarded as being in compliance with that agreed in the agreement. Interimage will always be regarded as having complied with its delivery obligations if the weight of the number of supplied products does not deviate by more than 5% of that agreed.
article 10. Retention of title if the other party is a company
10.1.All the items supplied to the other party remain the property of Interimage, but are for the account and risk of the other party upon delivery, until all the payment and other obligations the other party has in respect of Interimage with regard to the items supplied/to be supplied pursuant to the agreement, the services performed/to be performed and any claims due to failure to comply to the agreement, have been met.
10.2.The other party cannot resell any items delivered by Interimage under retention of title to third parties, other than during the course of a normal conducting of business. The other party is not authorised to mortgage the item or subject them to any other right.
10.3.If the other party fails to comply with its obligation or if there is a substantiated fear that the other party will fail to do so, then Interimage is authorised to remove the items that are subject to a retention of title from the other party or third parties, or to have them removed. The other party must cooperate to this subject to a penalty per day of 10% of the amount due. The other party hereby grants Interimage the irrevocable authorisation to enter the spaces used by or on behalf of the other party, or to have them entered. After taking the items back, the other party will be credited for the market value, which in no event will exceed the original purchase amount less the costs for retrieving the items and any damage suffered by Interimage.
10.4.If third parties wish to impose or apply any right on the items supplied under retention of title, the other party must inform Interimage thereof as soon as reasonably can be expected.
10.5.The other party guarantees that it will, upon first request of Interimage:
a.mark the items subject to the retention of title as being the property of Interimage;
b.take out an insurance for the items subject to retention of title and keep them insured against fire, explosion and water damage, theft and to make the policy of this insurance available;
c.mortgage any claims of the other party on insurers with regard to the items subject to the retention of title to Interimage in accordance with article 3:239 Dutch Civil Code;
d.mortgage the claims the other party acquires in respect of its customers upon reselling the items supplied by Interimage under retention of title to Interimage in the way described in article 3:239 Dutch Civil Code;
e.cooperate in other ways to any reasonable measures Interimage wishes to make in order to protect its retention of title with regard to the items, which the other party will not unreasonably restrict in the normal operation of its company.
article 11. Prices
11.1.All the prices are for delivery ex-warehouse of Interimage and are excluding VAT. They are based on any price determining factors as they apply at the time of the offer and are always denominated in euro.
11.2.The prices notified to consumers are including VAT.
11.3.The prices listed on the website for the products are excluding VAT. Before the other party can place the order, the price of his order including VAT is shown on the website.
11.4.Interimage is authorised to increase the indicated or agreed prices on the basis of an increase of the above mentioned price determining factors after conclusion of the agreement, even if this increase could have been predicted.
11.5.Interimage will inform the other party of this as soon as possible and insofar as Interimage applies the above mentioned awarded right to implement price changes. Price changes that result in a difference with the agreed prices by 10% or less do not authorise the other party to dissolve the agreement.
11.6.The consumer is entitled to dissolve the agreement if the price increase takes place within three (3) months after concluding the agreement or within one (1) month after the date of a notification of the price increase.
article 12. Additional and less work
12.1.The work will only include all that has been agreed by the parties in writing. Interimage must be informed in writing by the other party if it wishes to change the performance thereof after having submitted the assignment. If they are submitted orally or by phone, then the other party bears the risk with regard to the content of the change.
12.2.Any changes made on request of the other party could lead to the exceeding of the delivery time without this being due to Interimage.
article 13. Performance of the agreement
13.1.Interimage must perform the agreement to the best of its ability and capability in accordance to sound business practises.
13.2.In performing the agreement, Interimage is entitled to engage third parties or obtain goods from third parties, engage the services or third parties and have the agreement partially or full performed by third parties.
article 14. Obligations of the other party
14.1.The other party will ensure that all the information indicated Interimage as being necessary or of which the other party should reasonably understand that these are necessary for the performance of the agreement, are made available to Interimage in a timely fashion and pursuant to the specifications indicated by Interimage.
14.2.If the information made available by the other party is incomplete and/or incorrect, then this is fully for the account and risk of the other party. Interimage is not responsible for any draft, text, images etc. incorrectly provided by the other party. The other party is responsible for the designs and drawings provided by or on behalf of the other party, and for the suitability of the materials and aids prescribed or provided by or on behalf of the other party.
14.3.The other party is not permitted to grant an assignment to Interimage for the manufacture of a product that violates the rights of third parties such as, but not limited to, trade mark rights, copy rights or other intellectual property rights of third parties.
14.4.The other party is solely responsible for the content of the texts and/or images that must be shown on the product. Interimage is not held to check whether the product manufactured on assignment of the other party violates the rights of third parties or violates the law. Any costs Interimage has had to incur, or damage it has suffered as a result of the product delivered to the other party violating the rights of a third party or the law, are recharged to the other party. The other party indemnifies Interimage against the claims of third parties or the direct and indirect consequences, financial and other, resulting from the sale or the marketing of the product that has been manufactured in accordance with the specifications of the other party.
article 15. Complaints
15.1.The other party must inspect the delivered goods upon receipt. Any defects of the delivered goods that are visible directly upon receipt must immediately and specifically be reported by the other party on a freight letter or a similar document, thereby specifying the nature of the complaint. The other party must report and explain any other complaints to Interimage in writing no later than within three (3) working days after delivery of the items or three (3) days after the defects could have reasonably been ascertained. The consumer must inform Interimage within two (2) months after having discovered the defect. If a complaint is not reported on time or the items have fully or partially been processed, printed or have undergone a different process, then the items are regarded as having been approved, causing the liability for this and because of this to lapse, unless the defect can be determined upon processing, printing or other processing, notwithstanding the obligation of the other party to submit a complaint as soon as possible.
15.2.Complaints with regard to invoices must be submitted in writing to Interimage within eight (8) days of the date of invoice, otherwise the details contained on the invoice will be regarded as being correct.
15.3.Interimage must be given the opportunity to investigate the complaint. If defects are found, then Interimage will either pay a reasonable amount in damage up to no more that the invoiced amount of the supplied goods, or by replacing the delivered goods free of charge after they have been returned by the other party in their original condition.
15.4.Complaints do not suspend the (payment) obligations of the other party with regard to the goods delivered or to be delivered.
15.5.Returned consignments of the delivery can only take place in consultation and with permission of Interimage, unless article 17 applies. The other party cannot derive any rights from such a permission. Returned goods must be sent cash-on-delivery.
15.6.A defect of a product does not authorise the other party to return or refuse the whole order of which the product forms part.
article 16. Cancellation of the agreement by the other party, whereby the other party is a company
16.1.Cancellation of the agreement by the other party is only possible with the explicit written permission thereto from Interimage. In the event of a cancellation, the other party is entitled to a payment of damages amounting to 30% of the sum the other party should have paid upon performance of the agreement, unless otherwise is explicitly agreed in writing. The percentage referred to in the previous sentence is 50% if the cancellation is made while the other party has already been made aware that the delivery or part of the delivery can take place.
16.2.Interimage is always authorised to only agree with a cancellation if a higher percentage (than due on the basis of the foregoing paragraph) is paid in damages. The advance payments made are settled with the payable amount in damages.
article 17. Consumer's right of withdrawal
17.1.If the order was made via the website, the consumer has the right to dissolve the agreement within 14 days without having to state the reason. This period starts the moment the consumer has received the complete order from Interimage. The consumer is informed of right of withdrawal via the email before delivery or upon delivery of the ordered product.
17.2.During the withdrawal period as described in article 17.1, the consumer must handle the product and the packaging with care. The consumer will only unpack the product to such an extent as is required in order to assess whether he wishes to keep the product.
17.3.If the consumer wishes to exercise his right of withdrawal, then the consumer must notify Interimage thereof no later than within 14 days upon receipt of the complete order. The consumer is sent a "model form for withdrawal", which the consumer can use should he wish to dissolve the agreement.
17.4.After the consumer has exercised his right of withdrawal, the consumer must return the product to Interimage within 14 days, provided it is unused, undamaged and unchanged, and, if reasonably possible, in its original packaging.
17.5.The consumer can also return the product within the withdrawal period as described in article 17.1 without first informing Interimage of the fact that he will exercise his right of withdrawal. In this case, the consumer must enclose the "model form for withdrawal" or any other clear statement with the returned item, in which the consumer makes clear that he is exercising his right of withdrawal.
17.6.If the consumer informs Interimage that he will exercise his right of withdrawal by electronic means, then Interimage will send the consumer a confirmation of receipt to the consumer.
17.7.If the returned item is damaged or shows signs of wear and tear, then this damage is deducted from the amount that Interimage repays the consumer pursuant to article 17.10.
17.8.If the consumer dissolves the agreement pursuant to this article, then the transport costs for returning the product are payable by the consumer.
17.9.The consumer bears the risk for the returned items.
17.10.In the event of a dissolution as described in this article, Interimage will repay the sums already paid (purchase price + transport costs for returning the order) within 14 days after the consumer exercised his right of withdrawal.
17.11.The consumer is sent a document "Information regarding the exercising of the right of withdrawal", detailing the procedures involved with the right of withdrawal.
article 18. Exclusion of right of withdrawal
18.1.The right of withdrawal as specified in article 17 explicitly does not apply to the other party if the other party is a company or an individual acting in a professional capacity or on behalf of his company.
article 19. Force majeure
19.1.A force majeure is defined as: circumstances that prevent the compliance of the agreement and that cannot be attributed to Interimage.
19.2.In any event the following events are considered a force majeure, though is not just limited to these events: war, terrorism, strike, occupation of the company, transport difficulties, riot, wilful damage, fire, water damage, defective machinery, disruptions in the power supply, sales bans, internet disruptions, weather conditions, natural disasters, disruption of business operations, theft and government measures.
19.3.A force majeure also includes non-attributable shortcoming of a supplier of Interimage.
19.4.In the event of a force majeure, Interimage is entitled to suspend the agreement without legal intervention or to (partly) dissolve the agreement, without Interimage being liable for any damage of the other party resulting thereof.
19.5.If the force majeure lasted longer than six (6) months or if it becomes clear that the force majeure will last longer than six (6) months, then both parties are entitled to (partially) dissolve the agreement. Also in this case, Interimage is not liable for any damage of the other party as a result thereof.
article 20. Liability and period of limitation
20.1.Interimage is not liable for any damage suffered by the other party, except and insofar as the other party can prove that this was due to the intentional and conscious recklessness of Interimage.
20.2.Interimage is not liable for any damage caused by temporary unavailability of the option to order, absence or removal of its website as result of maintenance or other reasons.
20.3.The colours that are visible on the screen of the other party can deviate from the true colours of the product. Interimage is not liable for such colour deviations.
20.4.The other party is always responsible for the correctness and completeness of the details and documentation it supplies. Interimage is never liable for any damage (partially) caused by the details, documentation and advice provided by the other party being incorrect and/or incomplete or by following the instructions provided by the other party. The other party indemnifies Interimage against all claims in this respect.
20.5.Interimage is not liable for damage to or caused by the product, for example, if it is used incorrectly or inexpertly or the use of the product that is not in accordance with the user's manual. The use of the product is fully at one's own risk.
20.6.Interimage is not liable for damage or loss of data as a result of sending the data by way of telecommunication facilities.
20.7.Interimage is not liable for claims of third parties on image branding used by Interimage upon the instructions of the other party. The other party bears the risk of the designs, drawings, models and other information it supplies.
20.8.Interimage is in no event liable for damage caused to the company, caused by a delay or caused by stagnation, loss of profit, reputation damage, imposed penalties or other consequential damage of the other party.
20.9.Interimage has taken out a legal liability insurance. Each liability for damage is explicitly limited to the amount paid by the insurance of Interimage in respect of the case at hand. If and insofar no payment is made by the insurer for whatever reason, the liability for payment of damages is explicitly limited to the invoiced amount, excluding VAT, with regard to the supply the damage relates to, or the damage is related to. As such, the total liability of Interimage will never exceed the amount of EUR 35,000 per event.
20.10.Interimage's liability in respect of third parties will never exceed the liability Interimage in respect of the other party. The other party indemnifies Interimage for each claim a third party makes with regard to the goods Interimage supplies to the other party. If the other party is a consumer, the legal provisions take precedence over these provisions insofar as the legal provisions provide the other party a better right.
20.11.This article applies in full to any additional work provided/goods supplied.
20.12.Any additional liability is hereby explicitly excluded.
20.13.In the event of a force majeure as described in article 19, Interimage is never liable for any damage.
20.14.Any rights of claim or other authorities of the other party on any basis, also in respect of Interimage, will automatically lapse after one (1) year has passed from the moment a fact occurs for which the other party can exercise these rights and/or authority in respect of Interimage, whereby an extinguishing period of two (2) years applies for the consumer.
article 21. Guarantee
21.1.During one year after the delivery, Interimage provides the other party a guarantee on the items it supplied/services rendered on any material and manufacturing errors, arising during normal use. If Interimage supplies used items or goods in consultation with the other party, Interimage will provide a guarantee on these items and goods for a period of three (3) months after delivery. The guarantee lapses if:
a.the failures are the result of inexpert use or causes other than material and manufacturing errors;
b.the other party of a third party has performed repairs on the delivered item without permission of Interimage;
c.the supplied items/goods are not used in accordance with the agreed purpose and, in the absence thereof, the usual purpose;
d.failures resulting from any government regulation with regard to the nature and the quality of the materials used;
e.it involves a slight regularly occurring and/or technical unavoidable deviation.
21.2.Interimage's guarantee on goods Interimage does not manufacture never exceeds the guarantee provided by the supplier to Interimage.
21.3.The invoice is the proof of guarantee.
21.4.The other party must provide Interimage the possibility to investigate the guarantee claim. The fact that Interimage proceeds to investigate a guarantee claim, does not imply that Interimage accepts the guarantee claim.
21.5.If the product shows a defect within the guarantee period and the guarantee claim is accepted by Interimage, then Interimage will choose to either replace the product, repair the product or deliver a spare part by way of replacement. The liability of Interimage is always limited to that included in article 20.
21.6.The replacement or repair (of parts of) the product does not extend the guarantee period of the product.
article 22. Payment
22.1.All the invoices must be paid within 14 days of the date of invoice.
22.2.If an invoice has not been paid within 14 days after the date of invoice, the other party is in default, without requiring a summons or a notice of default. At that moment all the outstanding invoices of Interimage addressed to the other party become directly and fully payable.
22.3.From the moment the other party is in default, the other party owes the full amount payable plus a delayed interest equal to 1.5% per month. If the consumer does not pay on time, it must pay Interimage the legal interest.
22.4.Interimage can demand an advance payment from the other party of no more than 50% of the total price.
22.5.Any payments made by the other party will always first be used to pay for all the interest and costs due, the remainder will be used to settle the payable invoice which has been outstanding the longest, even if the purchaser states that the payment relates to an invoice of a later date.
22.6.Interimage is authorised to demand surety from the other party. This surety must be such that the claim and any interest and costs in respect thereof are covered and that Interimage will be able to claim this unimpeded and effortlessly. If the provision of surety is refused, Interimage is authorised to suspend any (further) compliance of its obligations in respect of the other party, or to consider the agreement dissolved.
22.7.In the event of a liquidation, insolvency, bankruptcy or suspension of payment of the other party, the obligations will be payable with immediate effect.
22.8.Interimage is authorised to keep the items that it has been provided from or on behalf of the other party, until the other party has complied with its obligation pursuant to agreement it has concluded with Interimage.
22.9.The other party is never authorised to suspend or settle payments, or to claim a discount unless Interimage has given the other party its explicit permission thereto in writing.
article 23. Debt collection
23.1.If Interimage is forced to transfer the claim to a debt collection agency due to the other party's failure to comply, then any related costs, such as administrative costs, legal and extrajudicial costs, including costs of filing for bankruptcy, are payable by the other party. The extrajudicial debt collection costs amount to at least 15% of the unpaid balance, with an absolute minimum of EUR 250. The extrajudicial costs invoiced to the consumer are calculated on the basis of the Standardisation of Extrajudicial Debt Collection Costs Act.
23.2.If Interimage is forced to bring legal proceedings, then it is authorised to claim the legal costs including any reasonable costs incurred for legal assistance from the other party.
article 24. Suspension and dissolution
24.1.Interimage is authorised to suspend the performance of the agreement with immediate effect if, upon concluding the agreement, Interimage becomes aware of circumstances that give Interimage good grounds to fear that the other party will not be able to comply with the obligations.
24.2.Interimage is authorised to dissolve the agreement if the other party fails to fully meet the obligations of the agreement.
24.3.Interimage is also authorised to dissolve the agreement if the circumstances occur that of such a nature that meeting the agreement is impossible or cannot be required within all reason and fairness or if other circumstances take place that of such a nature that maintaining the agreement as it is cannot reasonably be expected.
24.4.Interimage is authorised to dissolve the agreement or to suspend the performance of the agreement, if the other party requests suspension of payment or if suspension of payment is granted to the other party, if the other party is declared bankrupt or if a request thereto is made, if the other party is unable to pay all its debts, proceeds to terminate or liquidate its company, is placed under guardianship or if an administrator is appointed.
24.5.If Interimage proceeds to suspend or dissolve the agreement, he is not obliged in any way to pay damages or costs resulting thereof in any way.
24.6.If the agreement is dissolved, the claims Interimage holds on the other party are payable immediately. If Interimage suspends the meeting of the obligations, then it retains its legal claims and those arising from the agreement.
24.7.Interimage always retains the right to claim payment of damages.
article 25. Applicable law and competent court
25.1.These general terms and conditions, any offers and all the agreements that are subject to these general terms and conditions are exclusively governed by Dutch law.
25.2.Any disputes arising from this agreement are exclusively brought before the competent court in the district where Interimage resides, notwithstanding the authority of Interimage to consider a court in the district of the other party as being a competent court. The consumer is given (one) 1 month after having been informed by Interimage in writing of this clause, to select a legal competent court for the settlement of this dispute.