GENERAL TERMS AND CONDITIONS STUDIO RAMON SCHALKX
Article 1 - General
- These terms and conditions apply to any offer, quotation and / or agreement between Studio Ramon Schalkx (hereinafter referred to as “Artist”) and a Customer, unless expressly deviated from in writing.
- These terms and conditions also apply to agreements for the performance of which the Artist must involve third parties.
- The applicability of any terms and conditions of the Customer is explicitly rejected.
- If one or more provisions of these general terms and conditions are at any time wholly or partially null and void or destroyed, the other provisions of these general terms and conditions will remain fully applicable. The Artist and the Customer will then enter into consultation in order to agree on new provisions to replace the invalid or voided provisions, taking into account the purpose and scope of the original provisions as much as possible.
- If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place “in the spirit” of these general terms and conditions.
- If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed “in the spirit” of these general terms and conditions.
- If the Artist does not comply with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the Artist would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2 - Quotations and offers
- All quotations and offers from the Artist are without obligation, unless a term for acceptance has been set in the quotation. A quotation or offer lapses if the product to which the quotation or offer relates in the meantime no longer is available. An agreement between the Artist and the Customer is established by accepting the offer.
- The Artist cannot be held to his quotations or offers if the Customer should reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error. An agreement between the Artist and the Customer is concluded with a specification of the artwork to be purchased or an assignment to be carried out. When reaching an agreement, the Customer has taken into account that the Work as depicted on the Artist’s website may have minor differences in, for instance, color and size compared to the purchased artwork.
- The prices stated in a quotation or offer include VAT and other government levies as well as any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise in writing.
- If the acceptance deviates (whether or not on minor points) from the offer included in the quotation, the Artist will not be bound by it. The agreement will then not be concluded in accordance with this deviation, unless the Artist indicates otherwise in writing.
- A quotation consisting of multiple elements does not oblige the Artist to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3 - Duration of the contract; delivery terms, implementation and amendment of the agreement; price increase
- The agreement between the Artist and the Customer is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing, for example when purchasing an existing Work or when it concerns a Work made for hire (production of a custom made assignment).
- If a term has been indicated or agreed for the completion of certain activities or for the delivery of certain goods, there will not be a strict deadline. If a term is exceeded, the Customer must give the Artist written notice of default. The Artist will have a reasonable period of time to fulfill his obligations under the agreement.
- The Artist has the right to have certain activities performed by third parties.
- The Artist is entitled to execute the agreement in different phases and to invoice in the parts that are completed separately.
- If the agreement is executed in phases, the Artist can suspend the execution of those parts that belong to a subsequent phase until the Customer has approved the results of the preceding phase in writing.
- If the Artist requires information from the Customer for the performance of the agreement (including but not limited to, the details of the Work, the details of the Customer, the payment method, the delivery and other details), then the Artist can suspend implementation until the Customer has provided the requested information.
- If during the term of the agreement it appears to be necessary to amend or supplement the agreement in order for the Artist to be able to properly perform his obligations, then both parties will proceed to amend the agreement subsequently in writing. Such an amendment may lead to a change of the initially agreed upon price and, upon mutual agreement in writing, the originally agreed upon amount may be increased or decreased. The Artist will quote this in advance as much as possible. The originally stated term of execution may be changed due to an amendment to the agreement. The Customer accepts the possibility of amending the agreement, including the change in price and term of execution.
- If the agreement is amended, then the Artist is entitled to implement this amendment only upon prior written approval by both parties.
- The Artist may reasonably refuse a request to amend the agreement if this could have consequences in terms of quality and / or quantity, for example for the work to be performed or goods to be delivered in that context.
- If the Customer should be in default in the proper fulfillment of what he is obliged to do towards the Artist, then the Customer is liable for all damages (including costs) incurred on the part of the Artist.
- If the Artist agrees to a certain price when concluding the agreement, then the Artist is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally stated with reservation:
-If the price increase is the result of a mutually agreed upon written amendment to the agreement; – if the price increase is the result of a legal obligation; -In other cases, under the condition that the Customer, that is not a professional party or company, is entitled to terminate the agreement by means of a written notice in case the price increase exceeds 10% of the original amount and this increase takes place within three months after the conclusion of the agreement, unless the Artist has agreed to execute the agreement on the basis of what was originally agreed, or when it has been stipulated that the delivery will take place longer than three months after the purchase.
- The Artist has the discretion to inform the Customer on the progress of any Work made for hire by means of images, photos or otherwise.
Article 4 - Suspension, dissolution and early termination
- The Artist may suspend the fulfillment of the obligations under this agreement or to terminate the agreement with immediate effect if:
- the Customer does not, not fully or not timely fulfill its obligations under the agreement;
- after entering into the agreement, the Artist becomes aware of circumstances that give reasonable doubt or reason to fear that the Customer will not fulfill his obligations;
- the Customer was requested to furnish security for the fulfillment of his obligations under the agreement and this security has not been provided or is insufficient;
- due to delay on the part of the Customer, the Artist can no longer be expected to fulfill the agreement under the originally agreed upon conditions.
- circumstances arise of such a nature that fulfillment of the agreement is impossible or unaltered maintenance of the agreement cannot reasonably be expected of the Artist.
- If the termination is attributable to the Customer, the Artist is entitled to compensation for all direct and indirect damages, including the costs.
- If the agreement is terminated, all claims of the Artist will become immediately due and payable. If the Artist suspends the fulfillment of the obligations, he retains his rights under the law and agreement.
- If the Artist proceeds to suspension or termination on the grounds as referred to in this article, he is under no obligation whatsoever to compensate any potential damage and/or costs towards the Customer.
- If the agreement is terminated prematurely by the Artist, the Artist will, in consultation with the Customer, arrange for the transfer of work still to be performed to third parties, unless the termination is attributable to the Customer. Unless premature termination is attributable to the Artist, the costs for such transfer will be charged to the Customer. The Artist will inform the Customer in advance as much as possible of these costs. The Customer is obliged to pay these costs within the term stated by the Artist, unless the Artist indicates otherwise.
- In the event of liquidation, of (application for) suspension of payments or bankruptcy, or attachment (if and insofar as the attachment is not lifted within three months), of debt restructuring or any other circumstance that prevents the Customer can freely dispose of its assets, the Artist is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation. In such a case, all claims of the Artist will become immediately due and payable.
- If the Customer cancels, terminates or changes an order placed in whole or in part, the goods ordered or prepared for this, plus any reasonable supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be fully charged to the Customer.
- The agreement terminates by operation of law upon the death of the Artist. In such a case, the Customer is obliged, as far as possible, to purchase the Work referred to in the agreement and to pay the agreed amount to the heirs of the Artist. The Customer will pay the full purchase amount to the heirs no later than 14 (fourteen) days after the death of the Artist. If the Artist has no heirs or if the Customer fails to trace the heirs after making a reasonable attempt to do so, the agreement is terminated and the Customer will no longer have obligations under the contract.
Article 5 - Force Majeure
- The Artist is not obliged to fulfill any obligation towards the Customer if he is prevented from doing so as a result of a circumstance that is not attributable to fault, and/or should reasonably not be at the Artist’s expense under the law, a legal act or generally accepted views.
- Force majeure in these general terms and conditions means, in addition to what is understood in this respect in law and jurisprudence, all external causes, foreseen or unforeseen, that the Artist cannot influence, but as a result of which the Artist is unable to fulfill his obligations. The Artist also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Artist should have fulfilled his obligation.
- The Artist can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then either party is entitled to terminate the agreement, without any obligation to pay compensation to the other party.
- If at the time of the commencement of force majeure the Artist has partially fulfilled his obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled respectively has independent value, the Artist is entitled to invoiced this part separately. The Customer is obliged to pay this invoice as if it were a separate agreement.
Article 6 Payment and collection costs
- Payment must be made within 14 days after the invoice date, in a manner to be indicated by the Artist and in the currency as indciated in the invoice, unless stated otherwise by the Artist in writing. The Artist is entitled to invoice periodically and/or to request a prepayment from the Customer.
- If the Customer fails to pay an invoice in time and in full, the Customer will be in default by operation of law. The Customer will then owe interest and the Work will then remain the property of the Artist. In the case of a consumer purchase, the interest is equal to the statutory interest. In other cases, the Customer owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due amount will be calculated from the moment the Customer is in default until the moment of payment of the full amount due.
- The Artist has the right to have the payments made by the Customer stretch in the first place to reduce the costs, then to reduce the interest that has become due and finally to reduce the principal sum and the current interest.
- The Artist can, without being in default, refuse an offer for payment if the Customer indicates a different order for the allocation of the payment. The Artist can refuse full payment of the principal sum, if the open and accrued interest and collection costs are not also paid.
- Objections to the amount of an invoice do not suspend the payment obligation.
- If the Customer is in default or omission in the (timely) fulfillment of his obligations, all reasonable costs incurred in obtaining settlement out of court will be borne by the Customer. The extrajudicial costs are calculated on the basis of what is customary in the then current Dutch debt collection practice. However, if the Artist has incurred higher costs for collection, and these costs were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Customer. The Customer also owes interest on the collection costs due.
Article 7 Retention of title
- All goods delivered by the Artist within the framework of the agreement remain the property of the Artist until the Customer has properly fulfilled all obligations under the agreement. Ownership of the Work is not transferred to the Customer until the total purchase amount due has been paid to the Artist. In the event of partial or non-payment of the purchase amount, the Work remains the property of the Artist.
- Goods delivered by the Artist that fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Customer is not authorized to pledge or encumber in any other way the goods subject to retention of title.
- The Customer must always do everything that can reasonably be expected of him to safeguard the property rights of the Artist.
- If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Customer is obliged to immediately inform the Artist thereof.
- The Customer undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to the Artist on first request. In case of any payment under the insurance, the Artist is entitled to these tokens.
- In the event that the Artist wishes to exercise his rights as indicated in this Clause, the Customer gives unconditional and irrevocable permission to the Artist and third parties to be designated by the Artist to enter all those places where the properties of the Artist are located and to seize those items.
Article 8 Guarantees, research and complaints
- . The Artists warrants that the Work meets the usual requirements and standards that can reasonably be imposed at the time of delivery and/or for which the Work is intended for normal use in the Netherlands. This Clause applies to items intended for use within the Netherlands. When used outside the Netherlands, the Customer must verify whether the use thereof is suitable for use there and whether it meets the conditions set for it. In that case, the Artist can set other guarantee and other conditions with regard to the goods to be delivered or work to be performed.
- The guarantee referred to in paragraph 1 of this Clause applies for a period of 6 months after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise in writing. If the guarantee provided by the Artist concerns a good that was produced by a third party, then the guarantee is limited to that which is provided by the producer of the good, unless stated otherwise in writing. After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Customer.
- Any form of warranty will lapse if a defect has arisen as a result of or linked to injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance by the Customer and / or by third parties if, without written permission or contrary to specific written instructions by the Artist, or when the Customer or third parties have made changes or attempted to make changes to the Work, other items have been attached to the Work that do not need to be attached to it or if these were processed or processed on a different basis prescribed manner, including non-compliance or incorrect compliance with a maintenance plan attached to the Work or instructions for maintenance, data and details about the materials used. The Customer is also not entitled to a warranty if the defect has arisen due to or is the result of circumstances beyond the Artist’s control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
- The Customer is obliged to inspect the delivered goods or have them inspected immediately at the moment that the goods are made available or the relevant activities have been carried out. In doing so, the Customer should investigate whether the quality and/or quantity of the delivered Work corresponds with what has been agreed and meets the requirements that the parties have agreed in this respect. Any defects or complaints must be reported to the Artist in writing within two (2) months after discovery. The report must contain a description of the defect that is as detailed as possible, so that the Artist is able to respond adequately. The Customer must give the Artist the opportunity to investigate a complaint or have it investigated.
- If the Customer makes a timely complaint, this does not suspend his payment obligation. In that case, the Customer also remains obliged to purchase and pay for the otherwise ordered goods, unless they have no independent value.
- If a defect is reported later than the two months referred to above, the Customer will no longer be entitled to repair, replacement or compensation, unless a longer period ensues from the nature of the item or the other circumstances of the case.
- If it is established that an item is defective and a timely complaint has been made in this respect, the Artist will disclose the defective item within a reasonable period of time after receipt thereof or, if return is not reasonably possible, upon written notice of the defect by the Customer, the Artist shall replace it or arrange for its repair or pay a replacement fee for it to the Customer. In the event of replacement, the Customer is obliged to return the replaced item to the Artist and to transfer ownership thereof to the Artist, unless the Artist indicates otherwise.
- If it is established that a complaint is unfounded, then the costs arising as a result, including the research costs, incurred by the Artist as a result, will be fully borne by the Customer.
- Return shipments of a Work for which no defect was found (and notified to the Artist in writing in a timely manner) must be returned by the Customer within fourteen (14) days. Return shipments must be in their original condition. Return shipments take place under the Customer’s own responsibility and expense.
- A certificate of authenticity will be enclosed with each Work.
Article 9 Liability
- The liability of the Artist is limited to what is regulated in this provision.
- The Artist is not liable for damage, of whatever nature, arising because the Artist has relied on incorrect and / or incomplete information provided by or on behalf of the Customer. The Artist is also not liable for damage suffered after transfer to the Customer or to someone designated by the Customer for the transfer, unless the damage is due to intent or gross negligence on the part of the Artist.
- The Artist is only liable for direct damage.
- Direct damage is exclusively understood to mean:
- the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
- any reasonable costs incurred to have the defective performance of the Artist conform to the agreement, insofar as these can be attributed to the Artist;
- reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
- The Artist is never liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business or other stagnation. In the case of a consumer purchase, this limitation does not go further than that which is permitted under article 7:24 paragraph 2 of the Dutch Civil Code.
- If the Artist should be liable for any damage, then the liability of the Artist is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.
- The liability of the Artist is in any case always limited to the amount paid out by his insurer, as appropriate.
- The limitations of liability included in this Clause do not apply if the damage is due to intent or gross negligence on the part of the Artist.
Article 10 Limitation period
- Contrary to the statutory limitation periods, the limitation period of all claims and defenses against the Artist and the third parties involved by the Artist in the performance of an agreement is one (1) year.
- The provisions of paragraph 1 do not apply to legal claims and defenses based on facts that would justify the assertion that the Work delivered does not comply with the agreement. Such claims and defenses will lapse after two (2) years have elapsed after the Customer has notified Artist of such non-conformity.
Article 11 Transfer of risk
- The risk of damage, destruction, loss, depreciation and / or theft of the artwork rests with the Artist. This risk passes to the Customer when the Work has been delivered to the agreed address or when the artwork is delivered, delivered to the Customer or someone designated by the Customer for delivery of the Work or at the time when matters are under the control of brought to the Customer.
Article 12 Indemnity
- The Customer indemnifies the Artist against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to others than the Artist.
- If the Artist should be addressed by third parties on that basis, the Customer is obliged to assist the Artist both extrajudicially and in law and to do everything that may be expected of him in that case immediately. If the Customer fails to take adequate measures, the Artist is entitled to do so himself without notice of default. All costs and damage on the part of the Artist and third parties that arise as a result, are fully for the account and risk of the Customer.
Article 13 Intellectual property
- Unless otherwise agreed in writing, all intellectual property rights belong to and the copyright on the Work vests in the Artist. Insofar as such right can only be obtained through a deposit or registration, only the Artist is authorized to do so, unless otherwise agreed in writing.
- Unless otherwise agreed in writing, the assignment does not include research into the existence of intellectual property rights and copyrights of third parties. The same applies to any investigation into the possibility of such forms of protection for the Customer.
- Unless the Work does not reasonably allow this, the Artist is at all times entitled to have his name mentioned on (or removed from) the Work and the Customer is not allowed to do this without prior written permission from the Artist and without publish or reproduce the mention of the name of the Artist, not even for personal use. No Work, or part of a Work, may be reproduced or copied in any way whatsoever, unless expressly agreed in writing.
- The concepts and other materials or electronic files created by the Artist in the context of an assignment remain the property of the Artist.
- The Artist reserves the right to display the Work on the website (s) of the Artist, including www.ramonschalkx.com, in brochures and other (digital) printed matter of the Artist or by third parties with the permission of the Artist. (or otherwise [have it] made public). The Artist has the freedom, with due regard for the interests of the Customer, to use the Work for its own publicity, acquisition of commissions, promotion, including competitions and exhibitions, etc., and to obtain these on loan when it concerns physical results.
Article 14 Personal data and Privacy
- Artist will process the personal data of the Customer.The purpose of the processing of the personal data is to enable the Artist to fulfill the agreement entered into with the Customer as well as to keep the Customer informed of the Artist and activities that are being developed.
- The Customer can (try to) contact the Artist at any time with the request to inform him / her whether and, if so, which personal data concerning him / her are being processed. If the Customer is of the opinion that the personal data should be improved, supplemented, removed or protected, the Customer must report this in writing to the Artist by e-mail or letter.
- This website does not collect any personal information other than that entered by those who purchase products. Any information provided to purchase a product is used solely for that purpose and is not disclosed to third parties. Credit card information is only retained as required by the processing company to demonstrate that the transaction approval has been provided by customers. This website uses Google Analytics to record information about site usage. Click here for privacy and cookie information.
Article 15 Applicable law and disputes
- These Terms and Conditions are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 16 Location and change of conditions
- These terms and conditions are attached to an offer and can be found on the website www.ramonschalkx.com.
- The most recent version or the version that applied at the time of the creation of the legal relationship with the Artist is always applicable.
- The Dutch text of these general terms and conditions prevails and is always decisive for the interpretation thereof.
Article 17 Definitions
In these general terms and conditions, the following terms have the following meaning:
Customer: the legal entity or natural person who enters into an agreement with the Artist and by whom the Work is / will be ordered or purchased to which the subject of these general terms and conditions applies.
Work: the work of art as depicted on the internet or viewed by the Customer and / or the work specified in the agreement between the Artist and the Customer.
Artist: the maker of the Work, Ramon Schalkx, as well as Studio Ramon Schalkx, located at Gentiaanstraat 37, 1402CR Bussum, the Netherlands and registered in the trade register of the Chamber of Commerce in Amsterdam, the Netherlands under KVK number 78247306. Artist is also understood to mean the employees of Studio Ramon Schalkx and any third parties engaged by Studio Ramon Schalkx.
Purchase amount: price as agreed and laid down in the purchase agreement or the assignment agreement between the Customer and the Artist.