General Terms and Conditions
Article 1: General
1. These terms and conditions apply to all orders placed with Workingbert. Any deviation from these terms and conditions is excluded unless specifically agreed in writing between the Client and Workingbert. By placing an order the Client confirms to have read and accepted these terms and conditions.
2. Any product sold by Workingbert that is intended to be resold to an end consumer (individual or business) may only be presented and resold as a Workingbert product.
Article 3: Offers (quotations)
1. Workingbert may refuse to accept, or may withdraw, an offer for any reason and at any time at its sole discretion. Workingbert will not be liable to the Client or to any third party by reason of its withdrawing any offer or refusing to process an order for which an order confirmation had been sent.
2. For Ready to Wall orders: The Client is expected to carefully examine any available samples received or viewed by it. For these orders no print proofs are provided. Client may request the production of print proofs at additional cost. In such case, the Client’s approval of such proofs shall mean that Workingbert has correctly carried out the work based on the proofs. Workingbert shall not be liable for any deviations, errors and faults that remained unnoticed in print proofs that were approved by the Client.
For one-off orders: the Client shall be obliged to carefully examine and approve any print proofs received or viewed by it, for errors and mistakes, irrespective of the fact whether or not such proofs were received at Client’s request. Client’s approval of such proofs shall mean that Workingbert has correctly carried out the work based on the proofs. Workingbert shall not be liable for any deviations, errors and faults that remained unnoticed in the print proofs that were approved by the Client. Each proof produced at the Client’s request shall be charged in addition to the agreed price, unless it has been expressly agreed that the costs of such proofs are included in the price.
3. For one-off orders only: any offer made by Workingbert shall in any case be deemed to have been rejected if it has not been accepted within 15 days as from the date appearing on the offer. An offer shall be understood to mean a proposal made by Workingbert to enter into a contract which is defined in such a manner as to result into a binding contract immediately upon acceptance of the proposal concerned.
Article 4: Cancellations
1. For Ready to Wall orders: the Client has no right to cancel an order after an order confirmation was sent by Workingbert, since as a rule, Workingbert’s products are made and produced to the Client’s specifications.
For one-off orders: in case of cancellation of an order for which an order confirmation was sent, Workingbert reserves the right to charge any worked hours up to the time of cancellation. Cancellation is not possible once production has started, in which case the full order amount will be charged.
Article 5: Price
1. All prices stated shall be exclusive of Value Added Tax (VAT) and any other taxes imposed by the government (if any). 2. The prices stated by Workingbert in respect of the prestation to be performed shall solely apply to the prestation in conformity with the agreed specifications.
2. Workingbert shall be entitled to increase the agreed price should one or several of the following circumstances occur after an order confirmation was sent: rise in the costs of materials, semi-finished products or services required for executing the order, rise in the cost of shipping, the introduction of new and the increase in existing government taxes on raw materials, energy or residues, substantial changes in currency rates or, generally speaking, other circumstances that are comparable with the above. In case of increase of price due to the above external reasons, the Client has the right to cancel the order without any financial consequences to either party (including no obligation to compensate each other for any loss incurred as a result of such cancellation).
3. In case of international shipment, the Client may also incur a customs clearance charge as well as local and country-wide taxes which vary. Workingbert is not responsible for payment of any customs charges unless otherwise agreed in advance, in writing, between Workingbert and the Client.
4. Workingbert shall be entitled to increase the agreed price if the Client makes any changes to the originally agreed specifications. Workingbert shall cooperate within reasonable limits to implement such changes, provided that the contents of the prestation to be performed by it does not essentially deviate from the originally agreed prestation.
Article 6: Payment
1. For Ready to Wall orders: all products should be paid in full prior to production. Workingbert cannot be responsible for delays in delivery of ordered product(s) as a result of delayed payment by the Client.
For one –off orders: unless otherwise agreed, the Client shall pay upfront 50% of the price stated in the order confirmation and the invoice. Production of the ordered product(s) shall begin only once this amount has been received by Workingbert. The remaining amount shall be due within 30 days from the invoice date.
2. The Client waives any right to set off amounts owed by him to Workingbert against any amounts that may be owned by Workingbert.
3. Upon payment, the Client shall always specify the invoice number.
4. In the event of failure to pay as specified above, the Client shall be in default without notice of default having to be served by Workingbert.
If the Client fails to pay in time as referred to in this article, it shall, owing to late payment of the amount due by it, owe the statutory commercial interest or, if applicable, the statutory interest on this amount, from the invoice date. In the event of late payment as referred to in this article, the Client shall, in addition to the amount due and the interest due in respect thereof, be obliged to pay in full both extrajudicial and legal costs of collection, including the costs of lawyers, process-servers and collecting agencies.
Article 7: Delivery
1. Delivery shall take place at the place requested by the Client and as stated on the order confirmation.
2. Delivery period is an estimate only and Workingbert cannot be held responsible for variations in delivery date.
3. The Clients is obliged to fully cooperate in the delivery of the products(s) to be delivered. Inability to deliver, or failure to collect, the product(s) as agreed in the order confirmation may result in additional cost that will be invoiced to the Client.
4. Delivery of product(s) to the Client shall take place while reserving Workingbert’s ownership of the product(s) until such time as the Client had paid the agreed amount in full as per the invoice, including interest and costs (if any). Notwithstanding the above, the Client shall bear all risk to the product(s) (such as loss, theft or damage) as from the moment of acceptance of the product(s) delivery.
5. Workingbert retains the right to take physical possession of any product(s) delivered in respect of which ownership has not yet passed on to the Client, if the Client has not met its obligations to Workingbert in full according to the terms of the order confirmation and these terms and conditions. The cost of such repossession will be borne by the Client.
6. Upon delivery, the Client is obliged to inspect the product(s). The acceptance of the product|(s) from Workingbert (including from the shipping company) shall be proof that the product(s) are in an proper state and condition. Dissatisfaction of the Client with the product(s) cannot be interpreted as not being in proper state and condition.
Article 8: Returns, Complaints and Liability
1. The product has been adapted and produced specifically to the Client’s specifications. Therefore, once a product has been applied to a surface it is no longer eligible for return. Workingbert’s prestation shall in any case be considered to be a proper prestation between the parties if the Client has applied the product to the wall.
2. Any complaint by the Client concerning the product(s)’ specification or quality that fall under product guarantee provided by applicable law should be sent to Workingbert in writing within 10 days as from delivery of the product.
3. Workingbert cannot be held responsible for any claims concerning errors of non-substantial color variations between delivered product(s) and any design, drawing, copy, manuscript, model, printing proofs or other proofs, sample or any website or photograph presentation received or viewed by the Client prior to the receipt of an order confirmation. Such variations may occur, for example, because of the color rendering technical limitations on computer equipment.
Also, exact color matching between printed batches cannot be guaranteed. Therefore, if another piece or part of the product(s) need to be ordered, Workingbert does not guarantee absolute conformity of color.
In order to assess the question whether or not any deviations in the totality of the product are to be considered ‘non-substantial’ deviations, a representative sample may be taken from the product, unless it concerns individually determined items. Deviations that do not reasonably have any influence or only a minor influence on the useful value of the product, taking all circumstances into account, shall always be deemed to be deviations of non-substantial importance. As regards the quality of paper, deviations of minor importance shall be considered to be the deviations allowed under the tolerance standards stated in the General Terms of Delivery of the ‘Vereniging van Papiergroothandelaren’ (Association of Paper Merchants).
4. Workingbert cannot be held liable for any damage to the product(s) or the quality of the applied product(s) that results from or connected with the quality of the surface or the manner in which the surface had been prepared prior to applying the product(s) to it. Similarly, Workingbert cannot be held liable for any application of the product that was not according to any advance advice provided by Workingbert (if any).
5. Workingbert shall not, under any circumstances, be liable for damage in the form of loss of turnover or loss of goodwill in the business or profession of the Client.
6. If Workingbert is held liable by a third party for any damage, for which it is not liable under the contract with the Client or the present terms and conditions, the Client shall hold Workingbert fully harmless and reimburse Workingbert in full for all that the latter has to pay to such third party.
7. Workingbert’s liability, should it be concluded to bear any such liability, is limited to fulfilling its legal obligation under these terms. In any event, such liability shall not exceed the total value of the invoice issued in respect of the specific product(s) at issue.
Article 9: Intellectual Property rights
1. Workingbert is and shall remain at all times the sole owner of all intellectual property rights (including but not limited to copyright) in the product(s), proofs, drawings, samples, publications, photographs, films, presentations (hereafter “Materials”), and no (part) ownership, in such rights shall be acquired by or transferred to, the Client by virtue of it receiving any Materials and/or purchasing the product(s). The Client shall not use, reproduce, copy, nor will it share or provide any third parties any Materials, without first obtaining Workingbert’s written consent, even if or to the extent that there is no copyright on or other statutory protection in respect of the Materials for Workingbert.
2. The Client shall not change any of the delivered or presented Materials in order to use such Materials for any other purpose other than that agreed with Workingbert, without first obtaining Workingbert’s written consent.
3. Workingbert shall always remain the sole party entitled to the copyright that may arise on the works produced by Workingbert, including but not limited to copy, design drawings, models, data files, photographs, films and similar means of production and presentation.
4. After delivery of the product(s) by Workingbert, the Client shall obtain the non-exclusive right to use the product(s) within the meaning of the Dutch Copyright Act 1912. Such right of use shall be restricted to the right to use the product(s) in a normal, non-commercial manner, and shall expressly not include the use for the reproduction or copy of the product(s) or any Materials for any purpose whatsoever.
Article 10. Force Majeure:
1. Failure in the performance of an order confirmation on the part of Workingbert (including delays in agreed delivery dates) cannot be imputed to Workingbert if the latter cannot be blamed for such a failure or if such a failure is not for its account under the law or the signed order. Any failure on the part of Workingbert in the performance of the signed order which is the result of war, riots, disturbances, flooding, fire, blockage of transport, supply of products or services by third parties, breakdown of machinery and other accidents, strikes, actions by trade unions, export restrictions, other government measures, non-delivery of necessary materials and semi-manufactured products, shall not give the Client the right to set aside the order confirmation or the right to damages.
Article 11: Governing law
1. The contract between Workingbert and the Client shall be governed by Dutch law, and the parties submit to the courts of the Netherlands as the exclusive court having jurisdiction to hear and settle any dispute or controversy arising pursuant to any signed order.
Article 12: Miscellaneous:
1. Any failure on Workingbert’s part to require the Client to comply with any provision of these terms and conditions and/or an order confirmation, shall not be deemed a waiver of such provision or of any other provision of the signed order or these terms and conditions.