General Terms and Conditions
Studio Fabian Zeijler
Article 1 – Application
- These General Sales Conditions shall be applicable between Studio Fabian Zeijler (hereinafter ‘Studio Fabian Zeijler’) and Purchaser, unless otherwise agreed by written agreement between the Parties. The General Sales Conditions form a part of the agreement. By placing an order, the Purchaser approves these General Sales Conditions in present and future business relationship between Studio Fabian Zeijler and Purchaser. Changes to the sales conditions will be noted in writing when applying these General Sales Conditions. The agreement and its appendices, Studio Fabian Zeijler’s offer and these General Sales Conditions shall prevail over any conflicting provisions in Purchaser’s order, confirmations, forms and any other documents. Term ‘in writing’ shall mean a document having been signed by both Parties or a document having been sent as a letter, facsimile, an e-mail or another such a mean.
Article 2 – Offer
- Offer shall be valid for a period as stated therein. Unless otherwise stated, the offer shall be valid for thirty (30) days from the date of the offer. Studio Fabian Zeijler in entitled to change the price and the delivery time of the offer, should conditions not attributable to Studio Fabian Zeijler so warrant.
Article 3 – Order and Agreement
- Orders placed in accordance with the offer within the validity of the offer shall be considered as an agreement between Studio Fabian Zeijler and the Purchaser. Studio Fabian Zeijler will subsequently send an order confirmation to the Purchaser. Studio Fabian Zeijler shall not be liable for any incorrect delivery made according to an oral order, unless the Purchaser has confirmed the order in writing either prior to the delivery or prior to the commencement of the production.
- All orders placed are processed, checked and shipped accurately and carefully on an individual basis by Studio Fabian Zeijler. Studio Fabian Zeijler uses the consolidation of customer orders, except when the sale takes place through an intermediary or design dealer.
Article 4 – Terms of delivery and Passing of risk
- All delivery times indicated by Studio Fabian Zeijler are indicative. The Purchaser cannot derive any rights from these terms. Exceeding a term does not entitle the Purchaser to compensation.
- The risk of damage and/or loss of products rests with Studio Fabian Zeijler until the moment of delivery to the Purchaser. The risk of loss or damage to the goods transfers to the Purchaser upon delivery.
- The Purchaser will be responsible for inspecting the products upon delivery and its condition and that any shortage or defect in products at delivery are noticed to Studio Fabian Zeijler in writing together with photographic proof within five (5) days from the receipt of products.
- If any boxes seem damaged during transport and damages are visible when delivered, please do not accept the delivery – otherwise the courier can’t be held responsible.
Article 5 – Delivery time and Delay
- After an agreement, Studio Fabian Zeijler will ensure that delivery takes place as quickly as possible. Studio Fabian Zeijler will inform the Purchaser in writing of an indicative delivery time when making the offer.
- In case of personalized products, products that are adapted to the Purchaser’s wishes and/or products that are made to order Studio Fabian Zeijler uses different delivery times. Studio Fabian Zeijler is often dependent on the performance of third parties or suppliers and will ensure that this will be settled as quickly as possible. If the delivery is delayed, or if an order cannot or only partially be executed, Studio Fabian Zeijler will inform the Purchaser of this in writing. Studio Fabian Zeijler assumes that the Purchaser will understand this and the Purchaser is also not entitled to compensation.
- Should Studio Fabian Zeijler discover that the contractual delivery time cannot be adhered to, Studio Fabian Zeijler shall inform the Purchaser without a delay. If the delay is not due to force majeure and the delay causes considerable disadvantages to the Purchaser, the Purchaser is entitled to cancel the order or part of it provided that the delivery will be delayed more than four (4) weeks. Unless otherwise agreed, Studio Fabian Zeijler shall not be liable to pay penalty, indemnifications or liquidated damages in case of delay, nor shall Studio Fabian Zeijler be held responsible for any indirect or consequential damages caused to the Purchaser.
Article 6 – Force Majeure
- The following shall be considered as force majeure: industrial disputes, strikes, lock-outs, riots, mobs, fires, floods, wars, embargo, currency restrictions or any other circumstances beyond the control of the Parties. The Party wishing to claim relief by force majeure shall notify the other Party without a delay upon the intervention and the cessation of it.
Article 7 – Prices
- Prices offered include value added tax, or value added tax is added separately. Value added tax shall be added, when necessary, to the final amount of the invoice on prevailing rate at the date of the invoice.
- Studio Fabian Zeijler reserves the right to adjust prices in case of changes in production costs not attributable to Studio Fabian Zeijler, such as major changes in prices of raw materials or in exchange rates and the like.
- Studio Fabian Zeijler shall inform the Purchaser of general changes in prices of more than 10%, not less than fourteen (14) days prior to the amendment. In case the Purchaser does not approve the change of more than 10%, he is entitled to cancel the order within seven (7) days after having received the information of the change in price.
- All prices are subject to printing and typesetting errors. If printing and- or typing errors occur, Studio Fabian Zeijler is not obliged to deliver the product at an incorrect price.
Article 8 – Shipping costs
- The product prices are exclusive of shipping costs, unless explicitly stated otherwise by Studio Fabian Zeijler. The shipping costs will be charged to the Purchaser.
- The products are delivered in appropriate packages. However, should the products require special packing, the Purchaser will be separately charged for these additional costs on top of the standard shipping costs.
- Studio Fabian Zeijler must explicitly state all additional costs to the Purchaser before an agreement takes place. Studio Fabian Zeijler can describe this to the Purchaser by e-mail or in an offer in which these costs are noted.
Article 9 – Payment terms and Ownership of products
- Payment shall be made according to the conditions set out in the offer. The time of payment shall be fourteen (14) days net from the date of the invoice, unless otherwise agreed. The products shall remain the property of Studio Fabian Zeijler until they have been paid to Studio Fabian Zeijler in full with possible interest for delay.
- The Purchaser shall not resell, pledge, use, install, convert or process the products in any way before they have been paid in full. A breach of this condition shall entitle Studio Fabian Zeijler to cancel all orders and terminate the business relationship with the Purchaser with immediate effect. Should the Purchaser fail to fulfill his liability to pay within the time of payment Studio Fabian Zeijler shall be entitled to suspend further deliveries without prior notice.
Article 10 – Finishes and Materials
- All efforts have been made to accurately represent the finished and colours of products. Slight variances can sometimes occur between the photographed and printed material representation and the actual product. These variances cannot give the Purchaser rise to compensation or termination of the agreement.
Article 11 – Prepayments as a condition of delivery
- Studio Fabian Zeijler shall have the right, at its sole discretion, to demand a prepayment as a precondition of a delivery or continuation of an ongoing delivery. In case of overdue payment interest shall be collected for each delayed day according to the current interest rate that is generally leading at that time.
- If Studio Fabian Zeijler maintains a prepayment as a condition for a delivery, this will be explicitly stated in writing before an agreement.
Article 12 – Warranty and Defects
- Products have a 1-year warranty on manufacturers defects. Studio Fabian Zeijler warrants that its products will be free from defects in material and workmanship under normal use and service for one year after date of purchase, whether it be wholesale to dealer or direct sales from Studio Fabian Zeijler to customer. Studio Fabian Zeijler reserves the right, before having any obligation under this limited warranty, to inspect the damaged product, and all costs of shipping for inspection shall be borne solely by the purchaser. In order to recover under this limited warranty, purchaser must make claim to Studio Fabian Zeijler within eight (8) days of occurrence. Should the returned products be found to be faulty, Studio Fabian Zeijler shall deliver the repaired and replaced products to the original destination at its own cost and shall reimburse the Purchaser for return delivery costs incurred.
- Studio Fabian Zeijler shall not be held responsible for damages caused by faulty installation or faulty maintenance performed by the Purchaser without the prior written consent of Studio Fabian Zeijler. Furthermore, Studio Fabian Zeijler shall not be held responsible for any faulty repairs made by the Purchaser or damages due to use in inappropriate conditions or damages resulting from normal wear and tear.
- Studio Fabian Zeijler at its option, shall repair or replace the defective unit covered by the warranty. In order to keep this limited warranty in effect, the product must have been correctly used in conditions the product is intended for.
Article 13 – Returns
- Pay attention! All items are personalized or modified to the Purchaser’s specification and are made to order. The products from Studio Fabian Zeijler are custom made for the Purchaser and therefore cannot be returned.
Article 14 – Copyright
- All rights, including copyright, are owned by or licensed to Studio Fabian Zeijler.
- Studio Fabian Zeijler holds title to the copyright of the work covered by the agreement between Studio Fabian Zeijler and the Purchaser. Any drawings, samples, technical specifications and other knowhow and any other similar industrial rights shall not be used, expressed, copied, imitated, solicited, communicated or otherwise made available to a third party, without expressed written consent.
- Concerning products manufactured according to Studio Fabian Zeijler’s specifications the title to all technical documentation relating to manufacture, testing and use of the products and industrial rights thereto shall remain vested in Studio Fabian Zeijler. Purchaser shall not without a written consent by Studio Fabian Zeijler express or use any information protected by such industrial rights with a third party.
- The Purchaser is not authorized by Studio Fabian Zeijler to sell, pledge or rent out the purchased products or to dispose of the legal properties in any other way.
- Studio Fabian Zeijler shall be entitled to claim compensation from the Purchaser in case of damage caused to Studio Fabian Zeijler due to an offense against such restriction.
- In case a third party initiates proceedings against Studio Fabian Zeijler in relation to a breach of such industrial rights the Purchaser shall be liable for the costs and damages thereof. Furthermore, the Purchaser shall in addition be liable to Studio Fabian Zeijler for any payments and additional charges upon a written request by Studio Fabian Zeijler.
Article 15 – Liability limitation
- Studio Fabian Zeijler shall not be liable for damages caused by faulty installation of faulty maintenance unless Studio Fabian Zeijler itself has made the faulty installation or the faulty maintenance. Studio Fabian Zeijler shall not be liable for damages caused by inappropriate use of the product. Studio Fabian Zeijler shall not be liable for any indirect or consequential damages and economical losses, such as lost profit. In addition, the limitations of guarantee conditions of a product shall be applied.
Article 16 – Cancellation of the agreement
- In case the other Party is in an essential breach of terms of the agreement or these General Sales Conditions Parties shall have a right to cancel the agreement in writing.
- In case of bankruptcy, insolvency, dissolution, liquidation or filing a petition for any of the foregoing or any similar arrangement involving the Purchaser constituting reasonable doubt that the Purchaser fails to fulfill its obligations arising out of the agreement Studio Fabian Zeijler shall have the right to cancel the agreement.
- Studio Fabian Zeijler shall have a right to cancel the agreement upon technical or production related circumstances causing it impossible uphold the agreement.
Article 17 – Arbitration
- This agreement between Studio Fabian Zeijler and the Purchaser are exclusively governed by Dutch law. Any dispute shall be finally settled by arbitration in the courts of Eindhoven, the Netherlands.