terms and conditions
Daniëlle Stienstra (a person who acts in the capacity of a profession/business) (hereinafter: Atelier Terrae) is registered with the Chamber of Commerce under number 83704981 and is located at Schoolstraat 8 (8881BV) in West-Terschelling.
Article 1 - Definitions
1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise:
2. Offer: Any written offer to the Buyer to deliver Products by the Seller to which these terms and conditions are inextricably linked.
3. Company: The natural or legal person who acts in the capacity of a profession or business.
4. Consumer: The natural person who does not act in the capacity of a profession or business.
5. Buyer: The Company or the Consumer who enters into a (distance) Agreement with the Seller.
6. Agreement: The (distance) purchase agreement that extends to the sale and delivery of Products purchased by the Buyer from Atelier Terrae.
7. Products: The Products offered by Atelier Terrae are handmade ceramics.
8. Seller: The supplier of Products to Buyer, hereinafter: Atelier Terrae.
Article 2 - Applicability
1. These general terms and conditions apply to every Offer by Atelier Terrae and every Agreement between Atelier Terrae and a Buyer and to every Product offered by Atelier Terrae.
2. Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Atelier Terrae will indicate to the Buyer how the Buyer can view the general terms and conditions, which are in any case published on the Atelier Terrae website, so that the Buyer can easily store these general terms and conditions on a durable data carrier.
3. In exceptional situations, it is possible to deviate from these general terms and conditions if this has been explicitly agreed in writing with Atelier Terrae
4. These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or wholly invalid or are invalid, the other provisions of these general terms and conditions will remain in force and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
7. If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/are, if and insofar as applicable.
Article 3 - The Offer
1. All offers made by Atelier Terrae are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer only exists if it has been laid down in writing.
2. The Offer made by Atelier Terrae is without obligation. Atelier Terrae is only bound by the Offer if the Buyer has confirmed its acceptance in writing within 30 days, or if the Buyer has already paid the amount due. Nevertheless, Atelier Terrae has the right to refuse an Agreement with a potential Buyer for reasons that are valid for Atelier Terrae.
3. The Offer contains an accurate description of the offered Product with associated prices. The description is detailed in such a way that the Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Atelier Terrae. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement (remotely). Atelier Terrae cannot guarantee that the colors in the image correspond exactly to the real colors of the Product.
4. Delivery times and terms stated in Atelier Terrae’s Offer are indicative and if they are exceeded, they do not entitle the Buyer to dissolution or compensation, unless expressly agreed otherwise.
5. A composite quotation does not oblige Atelier Terrae to deliver part of the goods included in the offer or Offer at a part of the stated price.
6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and on the run-out principle.
Article 4 - Conclusion of the Agreement
1. The Agreement is concluded the moment the Buyer has placed or paid for an order.
2. If the Buyer has accepted the Offer by concluding an Agreement with Atelier Terrae, Atelier Terrae will confirm the Agreement with the Buyer in writing, or at least by e-mail.
3. If the acceptance (on minor points) deviates from the Offer, Atelier Terrae is not bound by it.
4. Atelier Terrae is not bound by an Offer if the Buyer could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
5. The right of withdrawal is excluded for the Buyer being a Company. Buyer, being a Consumer, has the right to exercise its right of withdrawal within the legal term. If withdrawal applies, the Buyer will handle the Product and the packaging with care. It will only unpack or use the Product to the extent necessary to determine the nature, characteristics and functioning of the Product. The direct costs for returning the Product are for the account of the Buyer.
6. Products that cannot be taken back due to (hygienic reasons, customization, etc.) are excluded from the right of withdrawal. This is expressly stated in the Offer.
Article 5 - Execution of the Agreement
1. Atelier Terrae will execute the Agreement to the best of its knowledge and ability.
2. If and insofar as required for the proper execution of the Agreement, Atelier Terrae has the right to have certain work performed by third parties at its own discretion.
3. The Buyer shall ensure that all information, which Atelier Terrae indicates is necessary or which the Buyer should reasonably understand to be necessary for the performance of the Agreement, is provided to Atelier Terrae in a timely manner. If the information required for the execution of the Agreement is not provided to Atelier Terrae in time, Atelier Terrae has the right to suspend the execution of the Agreement.
4. In the performance of the Agreement, Atelier Terrae is not obliged or obliged to follow the Buyer's instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for Atelier Terrae, the Buyer is obliged to reimburse the additional or additional costs accordingly.
5. Atelier Terrae may require security from the Buyer or full advance payment before proceeding with the performance of the Agreement.
6. Atelier Terrae is not liable for damage, of whatever nature, that has arisen because Atelier Terrae has based on incorrect and/or incomplete information provided by the Buyer, unless this inaccuracy or incompleteness was known to Atelier Terrae.
7. The Buyer indemnifies Atelier Terrae against any claims from third parties who suffer damage in connection with the execution of the Agreement and which are attributable to the Buyer.
Article 6 - Delivery
1. If the commencement, progress or delivery of the Agreement is delayed because, for example, the Buyer has not supplied all the requested information or has not provided it on time, does not provide sufficient cooperation, or the (down) payment has not been received in time by Atelier Terrae or any delay occurs due to other circumstances beyond Atelier Terrae's control, Atelier Terrae is entitled to a reasonable extension of the delivery/completion period. All agreed delivery times are never strict deadlines. The buyer must give Atelier Terrae written notice of default and allow her a reasonable term to still be able to deliver. The buyer is not entitled to any compensation due to the delay that has arisen.
2. The buyer is obliged to take delivery of the goods at the time they are made available to it in accordance with the Agreement, even if they are offered to it earlier or later than agreed.
3. If the Buyer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Atelier Terrae is entitled to store the goods at the expense and risk of the Buyer.
4. If the Products are delivered by Atelier Terrae or an external carrier, Atelier Terrae is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
5. If Atelier Terrae requires information from the Buyer in the context of the performance of the Agreement, the delivery time will only commence after the Buyer has provided Atelier Terrae with all information necessary for the performance.
6. If Atelier Terrae has specified a term for delivery, this is indicative. Longer delivery times apply for delivery outside the Netherlands.
7. Atelier Terrae is entitled to deliver the goods in parts, unless the Agreement deviates from this or the partial delivery does not have an independent value. Atelier Terrae is entitled to invoice the thus delivered separately.
8. Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. Atelier Terrae reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 - Packaging and transport
1. Atelier Terrae undertakes towards the Buyer to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.
2. Unless otherwise agreed in writing, all deliveries include turnover tax (VAT), including packaging and packaging material.
3. Accepting items without comments or comments on the consignment note or receipt serves as proof that the packaging was in good condition at the time of delivery.
Article 8 - Examination, complaints
1. The buyer is obliged to inspect the delivered goods or have them examined at the time of delivery or delivery, but in any event within 14 days of receipt of the delivered goods, but only to unpack or to the extent necessary to assess whether it retains the Product. In doing so, the Buyer must investigate whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply to them in normal (trade) traffic.
2. The Buyer is obliged to investigate and inform himself in which way the Product should be used and, in the event of personal use, to test the Product in accordance with the instructions for use. Atelier Terrae accepts no liability for incorrect use of the Product by the Buyer.
3. Any visible defects or shortcomings must be reported in writing to Atelier Terrae after delivery at firstname.lastname@example.org. The buyer has a period of 14 days after delivery for this. Non-visible defects or shortcomings must be reported within 14 days of discovery, but no later than 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer itself, the Buyer is liable for any loss in value of the Product.
4. If a complaint is made in time pursuant to the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this will only take place with the prior written consent of Atelier Terrae in the manner indicated by Atelier Terrae.
5. If the Buyer, being a Consumer, uses his right of withdrawal, he will return the Product and all accessories, insofar as this is reasonably possible, in its original condition and packaging to Atelier Terrae, in accordance with Atelier Terrae’s return instructions. The direct costs for return shipments are for the account and risk of the Buyer.
6. Atelier Terrae is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
7. Refunds to the Buyer will be processed as soon as possible, but the refund can take no later than 14 days after receipt of the Buyer's declaration of dissolution. Refunds will be made to the previously specified account number.
8. If the Buyer exercises its right to complain, the Buyer, being a Company, has no right to suspend its payment obligation nor to settle outstanding invoices.
9. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Atelier Terrae, Atelier Terrae will send the missing Product(s) or the remaining order at the request of the Buyer. Cancel. The confirmation of receipt of the Products is leading in this regard. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from Atelier Terrae.
Article 9 - Prices
1. During the period of validity of the Offer, the prices of the Products offered will not be increased, unless there are changes in VAT rates.
2. The prices stated in the Offer are for the Client, being a Company, exclusive of VAT and for the Client, being a Consumer, including VAT, unless expressly stated otherwise.
3. The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. In the case of Products or raw materials for which there are price fluctuations in the financial market and on which Atelier Terrae has no influence, Atelier Terrae can offer these Products at variable prices. It is stated in the Offer that the prices are target prices and may fluctuate.
Article 10 - Payment and collection policy
1. Payment should preferably be made in advance in the currency in which the invoice is made, using the method indicated.
2. The buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
3. The buyer must make a lump sum payment to the account number and details of Atelier Terrae made known to it. Parties can only agree on a different payment term after explicit and written permission from Atelier Terrae.
4. If a periodic payment obligation of the Buyer has been agreed, Atelier Terrae is entitled to adjust the applicable prices and rates in writing with due observance of a term of 3 months.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, Atelier Terrae’s claims against the Buyer are immediately due and payable.
6. Atelier Terrae has the right to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Atelier Terrae may, without being in default as a result, refuse an offer of payment if the Buyer designates a different order for the allocation. Atelier Terrae may refuse full repayment of the principal if the outstanding and accrued interest as well as the costs are not also paid.
7. If the Buyer does not meet its payment obligation and has not fulfilled its obligation within the specified payment term of 14 days, the Buyer is in default being a Company. The Buyer, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet his obligations within that term, before they falls into default.
8. From the date that the Buyer is in default, Atelier Terrae will, without further notice of default, be entitled to the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale. from the decision on compensation for extrajudicial collection costs of 1 July 2012.
9. If Atelier Terrae has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. The judicial and enforcement costs incurred are also for the account of the Buyer.
Article 11 - Retention of title
1. All goods delivered by Atelier Terrae remain the property of Atelier Terrae until the Buyer has fulfilled all the following obligations under all Agreements concluded with Atelier Terrae.
2. The buyer is not authorized to pledge or encumber the items subject to retention of title in any other way if the ownership has not yet been transferred in full.
3. If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights thereon, the Buyer is obliged to inform Atelier Terrae of this as soon as can reasonably be expected.
4. In the event that Atelier Terrae wishes to exercise its property rights referred to in this article, the Buyer already now grants unconditional and irrevocable permission and authorization to Atelier Terrae or third parties to be designated by them to enter all those places where the properties of Atelier Terrae and to take those items back.
5. Atelier Terrae has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or hand over from Atelier Terrae. After the Buyer has fulfilled its obligations, Atelier Terrae will make every effort to deliver the purchased Productsas soon as possible, but at the latest within 20 working days to the Buyer.
6. Costs and other (consequential) damage as a result of retaining the purchased Products are for the account and risk of the Buyer and will be reimbursed by the Buyer on first request to Atelier Terrae.
Article 12 - Guarantee
Atelier Terrae guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified Atelier Terrae of this use at the time of entering into the Agreement.
Article 13 - Suspension and dissolution
1. Atelier Terrae is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement, if the Buyer does not or not fully fulfill the (payment) obligations under the Agreement.
2. In addition, Atelier Terrae is authorized to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention, if the Buyer does not timely or properly fulfill the obligations arising for it from any agreement with Atelier Terrae. concluded Agreement.
3. Furthermore, Atelier Terrae is authorized to dissolve the Agreement (or have it dissolved) without prior notice of default if circumstances arise of such a nature that fulfillment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise. which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
4. If the Agreement is dissolved, Atelier Terrae’s claims against the Buyer are immediately due and payable. When Atelier Terrae suspends the fulfillment of the obligations, she retains her rights under the law and the Agreement.
5. Atelier Terrae always reserves the right to claim compensation.
Article 14 - Limitation of liability
1. If the performance of the Agreement by Atelier Terrae leads to liability of Atelier Terrae towards the Buyer or third parties, that liability is limited to the costs charged by Atelier Terrae in connection with the Agreement, unless the damage has occurred due to intent or gross negligence. The liability of Atelier Terrae is in any case limited to the maximum amount of damage that is paid out by the insurance company per event per year.
2. Atelier Terrae is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, missed savings and damage as a result of the use of the delivered Products is excluded. A restriction applies to the Consumer in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.
3. Atelier Terrae is not liable for and/or obliged to repair damage caused by the use of the Product. Atelier Terrae provides strict maintenance and use instructions that must be complied with by the Buyer. All damage to Products as a result of wearing and using is expressly excluded from liability (this includes traces of use, use damage, fall damage, light and water damage, theft, loss, etc.).
4. Atelier Terrae is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
5. Atelier Terrae is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for whatever reason.
6. Atelier Terrae does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of Atelier Terrae, nor for the timely receipt thereof.
7. All claims of the Buyer due to shortcomings on the part of Atelier Terrae lapse if these have not been reported to Atelier Terrae in writing and with reasons within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any case expire one year after the termination of the Agreement.
Article 15 - Force majeure
1. Atelier Terrae is not liable if she is unable to fulfill her obligations under the Agreement as a result of a force majeure situation, nor can she be obliged to fulfill any obligation if she is prevented from doing so as a result of a circumstance that is not due to its fault and that is not for its account by virtue of the law, legal act or generally accepted standards.
2. Force majeure is in any case understood to mean, but is not limited to what is understood in this regard in law and jurisprudence, (i) force majeure of suppliers of Atelier Terrae, (ii) failure to properly fulfill obligations of suppliers that the Buyer have been prescribed or recommended to Atelier Terrae, (iii) defective goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cyber crime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in Atelier Terrae’s company and (xi) other situations that in Atelier Terrae’s opinion fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations.
3. Atelier Terrae has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Atelier Terrae should have fulfilled her obligation.
4. During the period that the force majeure continues, the parties can suspend the obligations under the Agreement. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without any obligation to pay compensation to the other party.
5. Insofar as Atelier Terrae has partially fulfilled or will be able to fulfill its obligations under the Agreement at the time of the occurrence of force majeure, and the part fulfilled or to be fulfilled, respectively, has independent value, Atelier Terrae is entitled to to be invoiced separately for the part to be fulfilled. The Buyer is obliged to pay this invoice as if it were a separate Agreement.
Article 16 - Transfer of Risk
The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer, being a company, at the moment when the goods leave Atelier Terrae’s warehouse. For Consumers, the above-mentioned risk will pass to the Buyer if the Products have been provided under the Buyer's control. This is the case if the Products have been delivered to the delivery address of the Buyer.
Article 17 - Intellectual Property Rights
1. All intellectual property rights and copyrights of Atelier Terrae rest exclusively with Atelier Terrae and are not transferred to the Buyer.
2. The Buyer is prohibited from disclosing and/or multiplying, changing or making available to third parties all documents to which Atelier Terrae’s intellectual property rights and copyrights rest without the express prior written consent of Atelier Terrae. If the Buyer wishes to make changes to goods delivered by Atelier Terrae, Atelier Terrae must explicitly agree to the intended changes.
3. The Buyer is prohibited from using the Products to which Atelier Terrae’s intellectual property rights rest other than as agreed in the Agreement.
4. Any infringement by the Client of the IP rights (and copyrights) of Atelier Terrae is punishable by a one-off fine of €10,000 (in words: ten thousand euros) and a fine of €500. (in words: five hundred euros) for each day that the infringement continues.
Article 18 - Privacy, data processing and security
1. Atelier Terrae handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, Atelier Terrae will inform the data subject about this.
2. If Atelier Terrae is required to provide information security on the basis of the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not unreasonable.
Article 19 - Complaints
1. If the Buyer is not satisfied with the Products of Atelier Terrae and/or has complaints about the (performance of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported via email@example.com with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Buyer for Atelier Terrae to be able to handle the complaint.
3. Atelier Terrae will respond substantively to the complaint as soon as possible, but at the latest within 14 calendar days after receipt of the complaint.
4. The parties will try to reach a solution together.
Article 20 - Applicable law
1. Dutch law applies to every Agreement between Atelier Terrae and the Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In the event of an explanation of the content and purport of these general terms and conditions, the Dutch text thereof is always decisive. Atelier Terrae has the right to unilaterally change these general terms and conditions.
3. All disputes arising from or as a result of the Agreement between Atelier Terrae and the Buyer will be settled at the competent Court of the Northern Netherlands, Assen location, unless mandatory provisions lead to the jurisdiction of another court.
West-Terschelling, December 12, 2022