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Terms of delivery

ENG General Terms ScaleMasters 2018

GENERAL TERMS AND CONDITIONS SCALEMASTERS ONLINE SALES BUSINESS CUSTOMERS
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Definitions
ScaleMasters the company ScaleMasters, the user of these
general terms and conditions.
Agreement an agreement between ScaleMasters and a
Customer regarding one or more goods to be
delivered by ScaleMasters.
Terms & conditions these general terms and conditions that are
used by ScaleMasters and which are
applicable to agreements between
ScaleMasters and a customer.
Customer the counterparty that is a legal entity or a
natural person who is acting in the exercise
of a profession or company.
Article(s) the good(s) to be delivered by ScaleMasters.
Material/materials All materials (such as, but not limited to logos,
images, texts, designs etc.) provided by the
Customer to ScaleMasters for the execution of
the Agreement.
Website the internet site www.scalemasters.nl
Article 1 Applicability
1.1 These Terms and Conditions, with the exclusion of any other
general term and conditions, are applicable to all offers, orders
and Agreements of ScaleMasters with Customer. Accepting an
offer or placing an order means that the Customer agrees with
the applicability of these Terms and Conditions and accepts that
these are part of the Agreement concluded.
1.2 Deviations from these Terms and Conditions can only be agreed
in writing and only apply regarding the specific Agreement to
which the deviations are related.
1.3 In addition to these Terms and Conditions, additional terms and
conditions can be applicable to certain articles if explicitly
indicated.
1.4 ScaleMasters reserves the right to change or supplement these
Terms and Conditions. Changes also apply regarding
Agreements that have already been concluded with
consideration of a period of thirty (30) days after notification of
the change per (electronic) message. Changes of minor
importance can be implemented immediately.
1.5 If the Customer does not want to accept a change that may be
negative for him/her in these Terms and Conditions conform the
previous paragraph, he/she must ScaleMasters inform about this
before the date when the new terms and conditions come into
force. ScaleMasters can withdraw the relevant change so this will
no longer apply to the Customer. If ScaleMasters does not want
to withdraw the change, the Customer has the right to terminate
the Agreement on the date of the receipt date of the notice if this
is after the starting date of the change.
1.6 In case these Terms and Conditions and the Agreement contain
mutual conflicting provisions, the terms and conditions set out in
the Agreement will apply.
Article 2 Offers/Agreements
2.1 All offers of ScaleMasters are without any obligations and as long
as in stock. ScaleMasters reserves the explicit right to change the
prices, in particular when this is necessary based on (legal)
regulations.
2.2 An Agreement is only concluded after acceptance of the order by
ScaleMasters. ScaleMasters has the right to refuse orders in a
motivated way or to attach special terms and conditions to a
delivery, unless explicitly stipulated otherwise. If an order is not
accepted, ScaleMasters will notify this within ten (10) working days
after receipt of the order.
2.3 ScaleMasters cannot be held to its offers if the Customer, in terms
of reasonableness and fairness and generally accepted views,
should have understood that the offer or a part thereof contains an
obvious mistake or error.
2.4 ScaleMasters reserves the right to cancel an order without
specifying reasons if the order is incomplete and/or has been
entered incorrectly.
2.5 Any additions and changes to the order can be implemented free
of charge, provided the change is confirmed in writing by
ScaleMasters and the order has not been processed yet. If this is
not the case, ScaleMasters reserves the right to refuse the
additions or changes or to charge addition costs.
2.6 Verbal commitments only bind ScaleMasters after these have
been explicitly confirmed in writing.
2.7 Offers of ScaleMasters do not automatically apply to backorders.
2.8 ScaleMasters is authorised to use third parties for the execution of
the Agreement.
Article 3 Registration
3.1 To optimally use the Website, the Customer can register himself
via the registration form/the account login option on the Website.
3.2 During the registration process the Customer selects a username
and password with which he can log in on the Website after the
registration. Customer is responsible for selecting a sufficiently
secure password.
3.3 Customer must keep his login details, his username and password
strictly confidential. ScaleMasters is not liable for misuse of the
login details and may always assume that a Customer who logs in
on the Website is actually this Customer. All that happens via the
account of the Customer, is the responsibility and risk of the
Customer.
3.4 If the Customer knows or suspects that his login details have fallen
into the hand of unauthorised people, he must change his
password and/or inform ScaleMasters about this as soon as
possible so ScaleMasters can take appropriate measures.
Article 4 Execution of the Agreement
4.1 As soon as the order has been received by ScaleMasters,
ScaleMasters will send the Articles as soon as possible, with
consideration of the stipulations referred to in paragraph 3 of
this Article.
GENERAL TERMS AND CONDITIONS SCALEMASTERS ONLINE SALES BUSINESS CUSTOMERS
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4.2 ScaleMasters has the right to engage third parties for the
execution of the obligations that arise from the Agreement.
4.3 It is clearly described on the Website(s), prior to concluding the
Agreement, how the delivery will be made and within which
period the Articles will be delivered. If no delivery term has been
agreed or mentioned, the Articles will at least be delivered
within 30 days. However, in many cases this will be within 5
working days.
4.4 If ScaleMasters is unable to deliver the Articles within the
agreed term, the Customer will be informed thereof.
4.5 ScaleMasters advises the Customer to inspect the Articles
delivered and to report any detected defects within a
reasonable period, preferably in writing or per e-mail. Also see
the Article regarding warranty and conformity.
4.6 As soon as the Articles to be delivered have been delivered at
the specified delivery address, the risk regarding these Articles
transfers to the Customer.
4.7 ScaleMasters has the right to deliver a similar Article with a
similar quality as the Article ordered, if the Article ordered is no
longer available.
Article 5 Supplying Materials
6.1 Customer declares that he will not breach any intellectual rights,
privacy interests of third parties or any other right such as
provisions of criminal law with the use/supply of the Materials.
Customer declares the he is authorised to use the Materials.
6.2 Customer declares that he also has the right to disclose the
Materials and thus does not breach any rights whatsoever.
6.3 The conversion of Materials into a design/workable document
type or any other form, can be part of the Agreement and is
covered by these Terms and Conditions. Customer grants
ScaleMasters an eternal, non-exclusive licence to convert/to
use/to reproduce/to disclose the Materials in whatever form
whether or not in the economic traffic.
6.4 Customer understands that the Materials supplied and any
converted versions thereof are stored by ScaleMasters, so the
Customer can use the services of ScaleMasters again with any
next Agreement. In that case the Customer normally only pays
for new Articles and not for the conversion of Materials.
6.5 Customer indemnifies ScaleMasters against all claims of third
parties (such as claims of holders of intellectual rights,
supervisory bodies, justice department) including for whatever
reason, compensation of damage, costs or interest, related to
the Agreement concluded. If it appears that the Customer
supplies materials that violate any right whatsoever,
ScaleMasters has the right not to execute the Agreement and to
recover any full damage (including damage compensation
claimed by third parties and sanctions/fines/penalties etc. from
supervisory bodies, but also costs and suffered damage
incurred by ScaleMasters) from the Customer. For example if
ScaleMasters suspects that the Customer is not authorised to
order the production/reproduction/disclosure of Articles in
whatever sense.
6.6 If the Customer places an order with ScaleMasters to
develop/produce a model/product and ScaleMasters does not
have a licence for this, the liability for paying any obligations such
as “licence fees” lies with the Customer.
Article 6 Prices
6.1 The prices mentioned for the Articles are in euros and exclusive
vat unless stated otherwise. Shipment charges (unless stated
otherwise) are not included in the price mentioned. See the
Website for shipment charges. The administration of
ScaleMasters is always considered, subject to counter proof, to
give a correct representation of the orders, deliveries and
payments made.
6.2 ScaleMasters is not responsible for any import or custom duties,
if the order is sent to another country than the Netherlands. The
Customer must pay these costs himself.
6.3 ScaleMasters cannot be held to price indications that are
evidently incorrect, for example as a result of apparent input,
typesetting or printing errors. No rights can be derived from
incorrect price information.
6.4 The order of the Customer can be subject to further
(payment/order) conditions. With payment per bank or giro, the
date of crediting of the giro respectively bank account of Scale
Masters applies as payment date.
Article 7 Payments
7.1 Payment can be made in (one of) the way(s) as indicated
during the order process on the Website.
7.2 Invoices are submitted or sent with delivery. The invoices are
also the warranty proof for the Customer.
7.3 Customer has the obligation to immediately report any errors in
the provided or mentioned payment details to ScaleMasters.
7.4 In any case payment must be made without discount or
compensation within 8 (eight) days net after date of invoice,
unless otherwise agreed in writing.
7.5 In case of exceedance of the payment term the Customer is in
default form the day that payment should have been made and
will owe the legal interest per month or a part of a month from
that date on the outstanding amount.
7.6 If the Customer fails or is in default to (timely) comply with his
or her obligations, all reasonable costs to obtain payment out of
court are for the account of the Customer. The extra-judicial
costs are 15% on the outstanding amount with a minimum of €
75.00.
7.7 If the Customer is in default with any payment, ScaleMasters
has the right to suspend (the execution of) the relevant
Agreement and the related Agreements, or to dissolve
this/these.
7.8 The ownership right of the delivered goods only transfers if the
Customer has paid all that he owes to ScaleMasters based on
any Agreement.
7.9 If the sold good has been delivered but not paid yet, the
Customer may not hand it over or provide this to third parties
under any title or name whatsoever. This includes, among other
things, the (partial) transfer of goods in ownership, (sub) pledge
or pledge without possession.
GENERAL TERMS AND CONDITIONS SCALEMASTERS ONLINE SALES BUSINESS CUSTOMERS
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Article 8 Communication
8.1 Customer and ScaleMasters explicitly agree that by using
electronic communication forms a valid Agreement is concluded,
as soon as the terms and conditions in article 2 have been met.
In particular the absence of a normal signature does not affect
the binding force of the offer and the acceptance thereof. The
electronic files of ScaleMasters will, insofar as allowed by law,
apply as a presumption of evidence.
8.2 ScaleMasters is not liable for any misunderstandings,
mutilations, delays or inadequate delivery of orders and
notifications as a result of the use of internet or any other
communication tool in the traffic between Customer and
ScaleMasters, or between ScaleMasters and third parties,
insofar as related to the relationship between the Customer and
ScaleMasters, unless and insofar as there is intent or gross
negligence on the part of ScaleMasters.
8.3 ScaleMasters corresponds with a Customer via e-mail to an email
address specified by the Customer and is not obliged to use
other means of communication in the normal course of business.
Article 9 Force Majeure
9.1 Without prejudice to their other entitled rights, ScaleMasters has
the right in case of force majeure, at their own discretion, to
suspend the execution of the order or the dissolve the
Agreement without legal intervention. Customer will be informed
about this in writing. In that case ScaleMasters will not be
obliged to any damage compensation, unless this would be
unacceptable in the given circumstances by standards of
reasonableness and fairness.
9.2 In these Terms and Conditions force majeure means, in addition
to what is stipulated in this respect in the law and jurisprudence,
all external causes, foreseen or unforeseen, that are beyond the
control of ScaleMasters but which unable ScaleMasters to
comply with their obligations. Work strikes in the company of
ScaleMasters and their suppliers are also included. Force
majeure also means malfunctions in a (telecommunication)
network or connection or used communication systems and/or
the unavailability of the internet site at any moment.
9.3 During the period of force majeure parties can suspend the
obligations from the Agreement. If this period lasts more than
two months each of the parties has the right to dissolve the
Agreement, without being obliged to pay damage compensation
to the other party.
9.4 If ScaleMasters has already fulfilled or will be able to fulfil a part
of their obligations from the Agreement at the time that force
majeure occurs, and the part fulfilled or to be fulfilled has an
independent value, ScaleMasters has the right to separately
invoice the part fulfilled or to be fulfilled. The Customer is obliged
to pay this invoice as it were a separate agreement.
Article 10 Warranty and conformity
10.1 ScaleMasters guarantees that the Article delivered complies
with the Agreement, the specifications mentioned in the offer,
the reasonable requirements of soundness and/or usability and
the legal provisions and/or government regulations that exist on
the date that the Agreement is concluded. If specifically agreed,
ScaleMasters also guarantees that the Article is suitable for
other use than normal.
10.2 If the Article delivered does not comply with the Agreement, the
Customer must inform ScaleMasters about this within a
reasonable period after he has detected the defect.
10.3 If ScaleMasters considers the complaint justified, the relevant
Articles, after consultation with the Customer, are repaired,
replaced or compensated. The maximum compensation, with
consideration of the Article regarding liability, is equal to the
price paid by the Customer for the Article.
10.4 Return shipments of Articles already delivered by ScaleMasters
are only accepted by the latter after written permission by
ScaleMasters. These return shipments are fully for the account
and risk of the Customer.
10.5 The aforementioned paragraphs do not affect the rights and
claims that the Customer can enforce against ScaleMasters
regarding a failure in the compliance with the obligations of
ScaleMasters based on consumer legislation.
Article 11 Liability
11.1 The Articles are no toys/utensils and therefore not suitable for
children younger than 14 years. ScaleMasters does not accept
any liability regarding other use than scale model.
11.2 ScaleMasters is only liable for direct damage on the part of the
Customer or third parties if and insofar as the damage is the
direct and immediate result of an attributable failure in the
execution of the Agreement by ScaleMasters or if this is for the
risk of ScaleMasters based on mandatory legal provisions.
11.3 The liability of ScaleMasters in accordance with the previous
paragraph is limited to a maximum of the purchase price of the
Article delivered, unless the damage is the result of gross failure,
gross negligence or intent by ScaleMasters.
11.4 Furthermore, the total liability of ScaleMasters is limited to the
amount that is paid in the relevant case under the closed
business liability insurance, increased by the amount of the
deductible.
11.5 ScaleMasters is not liable for advice mentioned on the Website,
as well as deviations in prices, images and texts of data included
on the Website or in other documentation of ScaleMasters.
11.6 Customer indemnifies ScaleMasters against claims for whatever
reason, against ScaleMasters from a third party, who states to
have suffered damage by the Article that the Customer has
ordered from ScaleMasters, unless the Customer proofs that
ScaleMasters is liable for this damage based on mandatory law.
GENERAL TERMS AND CONDITIONS SCALEMASTERS ONLINE SALES BUSINESS CUSTOMERS
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11.7 .ScaleMasters will never be liable for any type of indirect
damage, including company damage and consequential
damage, even if ScaleMasters has been informed about a
possible occurrence of such indirect damage.
11.8 The liability limitation as stipulated in this article equally applies
to employees, workers and all other persons used by
ScaleMasters to execute the Agreement.
11.9 It is possible that ScaleMasters implements internet site links on
the Website to other internet sites that might be interesting or
informative for the visitor. Such links are only informative.
ScaleMasters is not liable for the content of the internet site that
is referred to or the use that can be made of it.
Article 12 Intellectual property
12.1 Customer must fully and unconditionally respect all intellectual
property rights resting on the Articles delivered by ScaleMasters.
12.2 Customer explicitly acknowledges that all intellectual property
rights regarding the Articles and/or related to the Website belong
to ScaleMasters, their suppliers or other rightful claimants.
12.3 Printing and images of Articles may not be used without the
permission of ScaleMasters.
12.4 The Customer is not allowed to use, including implementing
changes, the intellectual property rights as referred to in this
article, such as reproduction, without the explicit prior permission
of ScaleMasters, their suppliers or other rightful claimants,
unless it only concerns private use in relation to the article itself.
12.5 The Customer indemnifies ScaleMasters, both in as out of court,
against all claims that third parties can enforce based on the
Copyright Act 1912 or other national, supranational or
international regulations in terms of copyright, with respect to the
execution of the Agreement.
Article 13 Personal data
13.1 ScaleMasters processes the personal data of the
Customer conform the privacy statement published on the
Website.
Article 14 Dutch law and disputes
14.1 Any agreement concluded by ScaleMasters is exclusively
subject to Dutch law. The possible applicability of the Vienna
Sales Convention is excluded.
14.2 Insofar as not prescribed otherwise by mandatory rules, all
disputes that might arise as a result of the Agreement will be
submitted to the authorised Dutch court in the district where
ScaleMasters is established.
14.3 If a provision in these Terms and Conditions appears to be void,
it will not affect the validity of the entire Terms and Conditions.
In that case, Parties will determine (a) new provision(s) as
replacement, which will match the intention of the original
provision as much as legally possible.