TERMS AND CONDITIONS
Last updated 18 January 2021
Application and entire agreement
These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you or Customer or Buyer) from StudioJRJ. A company registered in Assendelft under KVK number 80443117 whose principal place of business is at Barndegat 6-8, 1505HN, Zaandam, the Netherlands (StudioJRJ or we or us or Supplier), each a Party and together the Parties.
These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any payment for or delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, save for any other terms confirmed in writing with authorized signatures of both us and you.
A ‘business day’ means any day other than a Saturday, Sunday or public holiday in the Netherlands.
The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
Words imparting the singular number include the plural and vice-versa.
The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
The Goods are made through a semi-automated process from recycled materials and so are subject to an unavoidable degree of variability between products and between products of the same type, although every effort is made by StudioJRJ to minimise this. The appearance of the Goods may vary from images in StudioJRJ marketing materials, including its web site, brochures, or emails.
You assume sole responsibility for the Goods being suitable for any particular purpose and we do not imply any terms as to their suitability for any particular purpose. You must carry out your own risk assessment and ensure that the application of StudioJRJ products is suitable before using them. You take all responsibility for ensuring compliance with any regulations and building control standards that may apply in your jurisdiction.
We can make any changes to the specification of the Goods which are required to conform to any applicable safety or statutory or regulatory requirements.
The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
Any increase in the Price under the clause above will only take place after we have told you about it.
You may be entitled to discounts. Any and all discounts will be at our discretion.
The Price is exclusive of fees for packaging and transportation delivery.
The Price is exclusive of any applicable sales tax and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and alteration
Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
We will invoice you for the Price either:
before accepting an order and making and delivering the Goods; or
on or at any time after delivery of the Goods; or
where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
You must pay the Price before the Goods are shipped unless agreed otherwise between the Parties in writing.
You must make payment even if delivery has not taken place and/or the title in the Goods has not passed to you.
Should credit be extended to you, if you do not pay within the period set out on the invoice we will suspend any further deliveries to you and, without limiting any of our other rights or remedies for statutory interest, may cancel our Contract with you including any unfulfilled part of it and charge you statutory interest at the rate set by De Nederlandsche Bank (DNB) from time to time on the amount outstanding until you pay in full.
Time for payment will be of the essence of the Contract between us and you.
All payments must be made in Euros unless otherwise agreed in writing between us.
Both Parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither Party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
The Goods are to be collected at our location, unless otherwise discussed.
If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
Subject to the specific terms of any special delivery service, delivery can take place at any time of the day.
If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or
make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. You do not have the right to refuse delivery of the Goods in whole or in part or to cancel your order or any part of it due to any delay in delivery.
We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Should a delivery not be made, you must notify us and the delivery service provider in writing (and separately from the delivery service provider’s own documents) within 7 days after the expected delivery date. Should you fail to do so, we will not admit any claims in respect of non-delivery.
Inspection and acceptance of Goods
You must inspect the Goods on delivery or collection before signing for them.
If you identify any damages or shortages to your order, you must inform us and the delivery service provider in writing within 2 days of delivery, providing details including photographic evidence of any damage to packaging or the Goods.
Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and, if required, have carried out an inspection.
Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
We will be under no liability or further obligation in relation to the Goods if:
you fail to provide notice as set above; and/or
you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods such as those set out in our Material Handling and Workability Guide; and/or
the defect arises from normal wear and tear of the Goods; and/or
the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
You bear the risk and cost of returning the Goods.
Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 7 days after delivery.
Risk and title
The risk in the Goods will pass to you according to the terms set out in our quotation and/or invoice, depending on the most appropriate method of delivery, and will be stated under Incoterms 2020 plus any later amendments as published by the International Chamber of Commerce in Paris that may be valid at the time.
Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory and unused condition and keep them insured against all risks for their full price from the date of delivery.
As long as the Goods have not been resold, or altered, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
We can terminate the sale of Goods under the Contract where:
you commit a material breach of your obligations under these Terms and Conditions;
you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
you enter into a voluntary arrangement under the Dutch Act on Court Confirmation of Extrajudicial Restructuring Plans, or any other scheme or arrangement is made with your creditors; or
you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder, a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of liability
Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Title 1 of Book 7 of the Dutch Civil Code or the United Nations Convention on Contracts for the International Sale of Goods (CISG), as may be applicable) are excluded to the fullest extent permitted by law.
If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
any indirect, special or consequential loss, damage, costs, or expenses; and/or
any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third party claims; and/or
any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that Party).
Notices will be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
on the second business day following mailing, if mailed by national ordinary mail; or
on the tenth business day following mailing. if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other Party.
When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
The Parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
The Seller shall not disclose Personal Data to any third parties, other than employees, directors, agents, subcontractors or advisors on a strict ‘need-to-know’ basis and only under the some (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
Circumstances beyond the control of either Party
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or my other event that is beyond the control of the Party in question.
No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
This Agreement shall be governed by and interpreted according to the law of the Netherlands and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the Dutch courts.