Terms and Conditions
General Terms and Conditions BNO / February 2013.1
Sell your stuff online is part of Loaded ink BNO and therefore acts under the General Terms and Conditions for the Professional Organization of Dutch Designers. Below are our General Terms and Conditions and Terms and Conditions of Sale and Delivery Products (for business customers).
1 Agreement, quotation and confirmation
1.1 These general terms and conditions (hereinafter: General Terms and Conditions) apply to all quotations and the establishment, content and fulfillment of all agreements concluded between the client and the contractor (hereinafter: designer). Deviations from these General Terms and Conditions can only be agreed in writing between the client and the designer.
1.2 Quotations are without obligation and are valid for 2 months. Quotations may be subject to change due to an unforeseen change in the work. Prices are exclusive of VAT. Mentioned rates and offers do not automatically apply to future assignments. The client guarantees the correctness and completeness of the information provided by or on behalf of it to the designer on which the designer bases the quotation.
1.3 Orders are confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that the designer will start carrying out the assignment, the content of the quotation will be deemed to have been agreed and these General Terms and Conditions will apply. Further oral agreements and stipulations are only binding on the designer after they have been confirmed in writing by the designer.
2 The execution of the agreement
2.1 The designer makes every effort to carry out the assignment carefully and independently, to represent the interests of the client to the best of his knowledge and to strive for a result that is useful for the client, as can and may be expected from a designer acting reasonably and professionally. expected. Insofar as necessary, the designer will keep the client informed of the progress of the work.
2.2 The client does everything that is reasonably necessary or desirable to enable a timely and correct delivery by the designer, such as the timely delivery of complete, sound and clear data or materials, of which the designer indicates or of which the client understands or should reasonably understand that these are necessary for the performance of the agreement.
2.3 A term specified by the designer for the execution of the assignment is indicative, unless otherwise agreed in writing.
2.4 Unless otherwise agreed, the designer's assignment does not include:
a. performing tests, applying for permits and assessing whether instructions from the client comply with legal or quality standards;
b. conducting research into the existence of rights, including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights of third parties;
c. conducting research into the possibility of the in sub b. intended possible forms of protection for the client.
2.5 Before proceeding with execution, production, duplication or publication, the parties shall give each other the opportunity to check and approve the latest models, prototypes or tests of the result.
2.6 Deviations in the (final) result compared to what has been agreed are not grounds for rejection, discount, compensation or dissolution of the agreement, if these deviations, taking all circumstances into account, are reasonably of minor importance.
2.7 Complaints are communicated to the designer in writing as soon as possible, but in any event within ten working days after completion of the assignment, failing which the client is deemed to have fully accepted the result of the assignment.
3 Enabling third parties
3.1 Unless otherwise agreed, assignments are given to third parties in the context of the execution of the assignment, by or on behalf of the client. At the request of the client, the designer can act as an authorized representative at the expense and risk of the client. The parties can agree on a further payment to be made for this.
3.2 If the designer draws up a budget for the costs of third parties at the request of the client, this budget is indicative. If desired, the designer can request quotes on behalf of the client.
3.3 If, in the execution of the assignment, the designer purchases goods or services from third parties in accordance with an explicit agreement at his own expense and risk, after which these goods or services are passed on to the client, then the provisions of the general terms and conditions of and/or separate agreements apply. with the supplier with regard to the guarantee and liability also towards the client.
3.4 If the designer, whether or not in the name of the client, issues orders or instructions to production companies or other third parties, the client will confirm the approval referred to in Article 2.5 of these General Terms and Conditions in writing at the designer's request.
3.5 The client will not engage third parties without consultation with the designer if this may affect the execution of the assignment as agreed with the designer. If the occasion arises, the parties will discuss which other contractors will be engaged and which activities will be assigned to them.
3.6 The designer is not liable for errors or defects in products or services of third parties engaged by or on behalf of the client, regardless of whether these have been introduced by the designer. The client must address these parties itself. The designer can provide assistance with this if required.
4 Intellectual property rights and proprietary rights
4.1 All intellectual property rights arising from the assignment - including patent right, trademark right, drawing or design right and copyright - to the results from the assignment belong to the designer. Insofar as such a right can only be obtained through a deposit or registration, the designer is exclusively authorized to do so, unless otherwise agreed.
4.2 The parties may agree that the rights referred to in the first paragraph will be transferred in whole or in part to the client. This transfer and any conditions under which the transfer takes place are always recorded in writing. Until the moment of transfer, a right of use is granted as regulated in article 5 of these General Terms and Conditions.
4.3 The designer has the right at all times to mention or have his/her name mentioned or removed on, with or in publicity surrounding the result of the assignment, in the usual manner for that result. The client is not permitted to publish or reproduce the result without mentioning the name of the designer without the prior consent of the designer.
4.4 Unless otherwise agreed, the results (originals of the) created by the designer in the context of the assignment (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photos, prototypes , models, moulds, prototypes, (part) products, films, (audio and video) presentations, source codes and other materials or (electronic) files, etc.) property of the designer, regardless of whether they have been made available to the client or to third parties .
4.5 After completion of the assignment, neither the client nor the designer have a retention obligation towards each other with regard to the materials and data used, unless otherwise agreed.
5 Use of the result
5.1 When the client fully complies with his obligations under the agreement with the designer, he acquires the right to use the result of the assignment in accordance with the agreed destination. If no agreements have been made about the destination, the right of use will be limited to that use for which the order has (apparently) been issued. The right to use is exclusive, unless the nature of the agreement dictates otherwise or otherwise agreed.
5.2 If the result also relates to works to which the rights of third parties rest, the parties will make additional agreements about how the use of these works will be arranged.
5.3 Without written permission, the Client is not entitled to adjust the result of the assignment, to (re)use or to perform it in a broader way or in another way than has been agreed, or to have this done by third parties. The designer can attach conditions to this permission, including the payment of a fair compensation.
5.4 In the event of wider or different use not agreed, including changes, mutilation or impairment of the provisional or final result, the designer is entitled to compensation for infringement of his/her rights of at least three times the agreed fee, at least a compensation that is in reasonableness and fairness proportionate to the infringement committed, without losing any other right.
5.5 The client is not (any longer) permitted to use the results made available and any right of use granted to the client in the context of the assignment will lapse, unless the consequences thereof are contrary to reasonableness and fairness:
a. from the moment that the client does not or does not fully comply with its (payment) obligations under the agreement or is otherwise in default;
b. if the assignment is terminated prematurely for reasons stated in Article 8.1 of these General Terms and Conditions;
c. in the event of bankruptcy of the client, unless the relevant rights have been transferred to the client in accordance with Article 4.2 of these General Terms and Conditions.
5.6 With due observance of the interests of the client, the designer has the freedom to use the results for his own publicity, acquisition of assignments, promotion, including competitions and exhibitions, etc., and to receive them on loan when it concerns physical results. go.
6 Fee and costs
6.1 The designer is entitled to a fee for the execution of the assignment. This may consist of an hourly rate, a consultancy fee, a fixed amount, whether or not related to the project sum or any other fee to be agreed between the parties.
6.2 In addition to the agreed fee, the costs incurred by the designer for the execution of the assignment, such as office, travel and accommodation costs, costs for prints, copies, (printing) proofs, prototypes, and costs of third parties for advice, production and guidance, etc., are eligible for reimbursement. These costs are specified in advance as much as possible, except when a surcharge percentage is agreed.
6.3 If the designer is forced to perform more or different work due to the late or non-delivery of complete, sound and clear data/materials, due to an amended or incorrect assignment or briefing, or due to external circumstances, these activities will be honored separately. , on the basis of the customary fees charged by the designer. The designer will inform the client about this in advance, unless this is not possible due to circumstances or the nature of the work does not allow delay.
6.4 If the execution of the assignment is delayed or interrupted by circumstances that cannot be attributed to the designer, the client is obliged to reimburse any costs that this entails. The designer will try to limit the costs as much as possible.
7 Payment and suspension
7.1 All payments must be made without deduction, set-off or suspension, within 30 days of the invoice date, unless otherwise agreed in writing or otherwise stated on the invoice.
7.2 All goods delivered to the client remain the property of the designer until all amounts owed by the client to the designer under the agreement concluded between the parties have been paid in full to the designer.
7.3 If the client is in default with the full or partial payment of the amounts owed, the client owes statutory interest and extrajudicial collection costs, which amount to at least 10% of the invoice amount with a minimum of € 150 excl. VAT.
7.4 The designer is responsible for timely invoicing. In consultation with the client, the designer may charge the agreed fee and costs as an advance, interim or periodic.
7.5 The designer may suspend the execution of the order after the payment term has expired and the client, after being warned in writing to pay within 14 days, fails to do so, or if the designer must understand through a statement or behavior of the client that payment will be left behind.
8 Termination and dissolution of the agreement
8.1 If the client terminates the agreement without culpable failure on the part of the designer, or if the designer dissolves the agreement due to an attributable shortcoming in the fulfillment of the agreement by the client, then the client, in addition to the fee and the costs related to the work performed up to that point, will owe compensation. Conduct of the client on the basis of which the designer can no longer reasonably be expected to complete the assignment, are also included in this regard.
considered an attributable shortcoming.
8.2 The compensation referred to in the previous paragraph includes at least the costs arising from the commitments entered into by the designer in his own name with third parties for the fulfillment of the assignment, as well as at least 30% of the remaining part of the fee that the client will receive upon full fulfillment of the contract. the order would be due.
8.3 Both the designer and the client have the right to immediately dissolve the agreement in whole or in part, and all amounts owed become immediately due and payable when a petition for bankruptcy, (provisional) suspension of payments or debt restructuring is submitted with regard to the other party.
8.4 If the work of the designer consists of repeatedly performing similar work, then there is a continuing performance agreement, unless otherwise agreed in writing. This agreement can only be terminated by written notice with due observance of a reasonable notice period of at least three months, during which period the client will continue to purchase the usual amount of work from the designer or will compensate financially.
9 Warranties and Disclaimers
9.1 The designer guarantees that the delivered goods have been designed by or on behalf of him/her and that, if the result is subject to copyright, he/she is regarded as the creator within the meaning of the Copyright Act and can dispose of the work as copyright holder. The Designer guarantees that the result of the assignment at the time of its realization, insofar as he/she knows or should reasonably know, does not infringe the rights of third parties or is otherwise unlawful.
9.2 When the client uses the results of the assignment, the client indemnifies the designer or third parties engaged by the designer for the assignment against all third-party claims arising from the applications or the use of the result of the assignment. This does not affect the designer's liability towards the client for non-compliance with the guarantees as referred to in the previous paragraph and other liability as referred to in Article 10 of these General Terms and Conditions.
9.3 The client indemnifies the designer against claims with regard to intellectual property rights to all materials and/or data provided by the client, which are used in the execution of the assignment.
10.1 In the event of an attributable shortcoming, the Designer must first be given written notice of default, with a reasonable term to fulfill his/her obligations, or to repair any errors or to limit or eliminate damage.
10.2 The designer is solely liable towards the client for direct damage attributable to the designer. The designer's liability for indirect damage, including consequential damage, lost profit, lost savings, mutilated or lost data or materials, or damage due to business interruption, is excluded.
10.3 Except in the event of intent or willful recklessness on the part of the designer, the designer's liability is limited to the designer's fee for the assignment, at least that part of the assignment to which the liability relates. This amount does not exceed €75,000 and is in any case limited at all times to a maximum of the amount that the insurer pays to the designer in the appropriate case. The amount for which the designer is liable in the appropriate case is reduced by any sums insured by the client.
10.4 Any liability expires after two years from the moment that the assignment is terminated by completion, cancellation or dissolution.
11 Other provisions
11.1 If the client wishes to grant the same assignment to others than the designer at the same time or has already given the assignment to another party, he will inform the contractor of this, stating the names of these others.
11.2 The client is not permitted to transfer any right from an agreement concluded with the designer to third parties, other than in the case of transfer of his entire company or with the written permission of the designer.
11.3 The parties are obliged to maintain confidentiality with regard to all confidential information, facts and circumstances that come to the knowledge of the other party in the context of the assignment, from each other or from another source, of which it can reasonably be understood that disclosure or communication to third parties could cause damage to the designer or the client. Third parties involved in the execution of the assignment will be bound by the same confidential treatment with regard to these facts and circumstances originating from the other party.
11.4 If any provision of these General Terms and Conditions is void or voided, the other provisions of these General Terms and Conditions will remain in full force and effect. In that case, the parties will consult with the aim of agreeing new provisions to replace the void or voided provisions, whereby the purpose and intent of the void or voided provisions will be taken into account as much as possible.
11.5 The headings in these General Terms and Conditions only serve to improve readability and do not form part of these General Terms and Conditions.
11.6 The agreement between the designer and the client is governed by Dutch law. In the first instance, the parties will try to resolve a dispute that has arisen in mutual consultation. Unless the parties have expressly agreed to arbitration in writing, the competent court according to the law, or the court in the district where the designer is established, will take cognizance of disputes between the designer and the client at the discretion of the designer.
February 2013. Filed with the Chamber of Commerce in Amsterdam under number 40539096 and can be downloaded via this link .
Sales and delivery conditions Products (B2B) BNO / July 2014
1 Applicability of these terms
1.1 These terms and conditions, to the exclusion of any other terms and conditions, apply to all offers, agreements and deliveries with regard to products created or offered by the designer.
1.2 The following definitions are used in these general terms and conditions:
a. designer the design agency or designer who sells products;
b. buyer the designer's counterparty, not being a consumer.
2 Offers and agreements
2.1 The offer or quotation is without obligation and applies during the term stated therein or as long as stocks last.
2.2 Agreements between the designer and the buyer are concluded by written confirmation by the designer, including a confirmation by e-mail. An automatically electronically generated acknowledgment of receipt does not count as such acknowledgment. The designer reserves the right to refuse an order.
2.3 The designer is authorized to make use of third parties in the execution of the agreement. All rights and claims as stipulated in these terms and conditions and any further agreements for the benefit of the designer, also apply to intermediaries and other third parties engaged by the designer.
3 Change of circumstances and force majeure
3.1 If after the conclusion of the agreement the prices of raw materials, wages, import duties, taxes or other external costs (whether or not as a result of currency changes) increase, the designer is entitled to adjust the purchase price to this increase.
3.2 The designer will inform the buyer of such a circumstance as soon as possible, after which the buyer is then entitled to dissolve the agreement within a period of eight (8) days, unless the increase is the result of a legal price increase.
3.3 If the designer is unable to fulfill the agreement due to force majeure, he will be entitled to (partially) dissolve the agreement or to suspend his obligations until the force majeure situation has ended. The buyer is then obliged to pay for what has already been delivered.
4.1 Stated (delivery) times are indicative and do not apply as deadlines, unless expressly agreed in writing. If a term is exceeded, the buyer must therefore give the designer written notice of default.
4.2 If the designer needs information from the buyer for the execution of the agreement, or if (partial) advance payment has been stipulated, the delivery time will only commence after the correct and complete information or the advance payment has been received by the designer.
4.3 Orders are only delivered carriage paid, if this has been expressly agreed. If delivery is not carriage paid, the designer is entitled to charge freight costs.
4.4 Delivery takes place at the moment that the products have left the storage space of the designer. The risk of the delivered products transfers to the buyer at the time of delivery, regardless of what has been agreed between the designer and the buyer regarding transport and insurance.
4.5 If the buyer refuses a delivery, the designer can charge the resulting costs to him. In that case, the designer also has the right to dissolve the agreement, without prejudice to the right to claim full compensation.
5 Retention of title
5.1 All delivered products remain the property of the designer until the buyer has fulfilled all his obligations towards the designer under the agreement.
5.2 The buyer may only sell the products that have remained the property of the designer by virtue of this clause to third parties in the normal course of its business.
5.3 If the buyer does not fulfill his obligations under an agreement concluded with the designer, or if the designer has a well-founded fear that the buyer will not fulfill his obligations, the designer is entitled to deliver the products delivered to the buyer or to third parties that keep the thing for the buyer, to retrieve it. In that case, the buyer must fully cooperate.
6 Dissolution and return
6.1 Orders can only be changed or canceled by the buyer with the permission of the designer. If the designer has already incurred costs or has to incur costs as a result of the change or cancellation, the designer can charge these to the buyer.
6.2 Returns of delivered products can only take place after written approval by the designer, whereby the designer has the right to give instructions regarding the method of shipment. The direct costs for returning the products in the context of this article are for the account of the buyer, unless expressly agreed otherwise in writing. The designer may withhold reimbursement until the designer has received the return.
7.1 The designer is at all times entitled to demand (partial) payment in advance or to deliver cash on delivery.
7.2 If delivery is made on account, payment of the invoice amount must be made within fourteen (14) days, without the buyer being entitled to a discount or settlement.
7.3 If after the expiry of the payment term, the designer has not yet received (full) payment, the buyer is in default and will owe interest equal to the statutory interest, as applies to business transactions. All costs incurred by the designer, such as legal costs and extrajudicial and judicial costs, including the costs for legal assistance, bailiffs and collection agencies, incurred in connection with late payments, will be borne by the buyer. The extrajudicial costs are set at at least 10% of the invoice amount with a minimum of € 150 excluding VAT.
8 Powers of suspension and termination
8.1 In addition to the provisions in the event of force majeure and in Article 6, the Designer is authorized to (partially) suspend the performance of its obligations under all agreements existing between the parties or to dissolve these agreements in whole or in part without notice of default or judicial intervention:
a. if the buyer is in default or the designer has good reason to fear that the buyer will not or not fully and/or not timely fulfill his obligations;
b. in the event of liquidation, of (application for) suspension of payments, bankruptcy or debt restructuring or any other circumstance as a result of which the buyer can no longer freely dispose of his assets; or
c. if circumstances arise as a result of which fulfillment of the agreement is impossible or unaltered maintenance of the agreement cannot reasonably be expected of the designer.
8.2 In the cases mentioned under 8.1, all possible obligations of the buyer will also become immediately due and payable and the designer will not be obliged to pay any compensation.
9 Warranties and Complaints
9.1 The products to be delivered by the designer meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended during normal use. If applicable, the products supplied by the designer are subject to warranty provisions from suppliers and third parties such as manufacturers and importers.
9.2 When used outside the Netherlands, the buyer must verify whether the products are suitable for use there and whether they meet the conditions and (legal) requirements set for them.
9.3 The buyer is obliged to check the delivered products immediately after receipt. Any apparent defects must be reported to the designer in writing and with reasons within ten (10) days – and in the case of external defects without delay.
9.4 If it is shown that a product does not comply with the agreement and a complaint has been made in time, the designer has the choice to replace the product in question, to arrange for repair or to refund the invoice price plus paid shipping costs.
9.5 All data, models and images regarding colours, materials, sizes and finish are indicative. Deviations herein cannot constitute a reason for rejection, discount, dissolution of the agreement or compensation, if these deviations are of minor significance.
10 Intellectual Property Rights
10.1 The buyer expressly acknowledges that all intellectual and/or industrial property rights with regard to the products, materials and information made available to the buyer by the designer, including (the appearance of) samples, packaging, labels, tags, the design, composition and/or specifications of samples, products and semi-finished products, as well as technical and commercial know-how, models, moulds, designs and designs, are the responsibility of the designer, his suppliers or other entitled parties.
10.2 If and insofar as the designer manufactures products or packaging on the basis of explicit instructions from the buyer, such as specifications, designs, sketches, models or designs supplied by the buyer, the buyer guarantees that no rights of third parties are infringed. The buyer indemnifies the designer against claims from third parties in this regard and reimburses all costs incurred by the designer in connection with these claims.
11 Liability for damage
11.1 The designer is not liable for damage caused:
a. by inexpert use of the delivered goods or by using it for a purpose other than that for which it is suitable according to objective standards;
b. because the designer relied on incorrect or incomplete information provided by or on behalf of the buyer;
c. by third parties who are engaged in the execution of the agreement at the request or with the consent of the buyer;
d. materials or services provided by third parties at the request or with the consent of the purchaser; or
e. misunderstandings, mutilations, delays or improper transmission of orders and communications as a result of the use of the internet or any other (electronic) means of communication.
11.2 Only direct damage attributable to the designer is eligible for compensation. Liability for indirect damage such as in any case but not limited to consequential damage, loss of profit, mutilated or lost data or materials, reduced yield is excluded.
11.3 Insofar as the designer is liable for compensation for damage, this is limited to a maximum of the invoice amount that relates to the (partial) delivery, on the understanding that this amount will not exceed € 45,000 and in any case time limited to a maximum of the amount that the insurer pays out to the designer if the occasion arises.
11.4 The buyer indemnifies the designer against claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to the buyer.
11.5 The restrictions referred to in Articles 11.1 to 11.4 do not apply if the damage is due to intent or gross negligence on the part of the designer or his (supervisory) subordinates.
12 Dutch law and competent court
12.1 This agreement is governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the buyer is domiciled there. The applicability of the Vienna Sales Convention is excluded.
12.2 In the event of disputes, the court of the place where the designer is established has jurisdiction, unless the law prescribes otherwise. Nevertheless, the designer has the right to submit the dispute to the competent court according to the law.
12.3 The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
13 Other provisions
13.1 The Dutch text of the general terms and conditions is always decisive for the explanation thereof.
13.2 Changes in and/or additions to these general terms and conditions are only valid and applicable if they are in writing. If the designer makes use of additional terms and conditions or provisions that conflict with these general terms and conditions, this shall not affect the validity and applicability of other provisions of these general terms and conditions.
Download via this link .
General terms and conditions online training / May 2019
1 Applicability of these terms
These terms and conditions apply to all agreements between Sell your stuff online and a participant regarding courses, programs, masterclasses, training courses and other forms of training in the broadest sense of the word, hereinafter referred to as training. Deviations from these conditions are only possible if Sell your stuff online and the participant have agreed in writing.
The agreement between Sell your stuff online and the participant is established by:
• or order digitally online and pay through the store at www.sellyourstuffonline.nl
• either by written confirmation (invoice) from Sell your stuff online to the participant after registration
3 Cancellation by participant
The participant can cancel the training in writing. The condition is that the cancellation has been confirmed by Sell your stuff online . The cancellation costs are structured as follows:
Date cancellation registration
• more than 4 works before the start of the training - no costs
• 2 to 4 weeks before the start of the training - 50% of the cost
• less than 2 weeks before the start of the training - full cost
If unable to attend, a replacement may take the place of the registered participant . This must be notified in advance in writing to and approved by Sell your stuff online.
4 Cancellation by Sell your stuff online
4.1 Sell your stuff online can cancel the training without giving any reason. The participant will then receive a refund of the money already paid for the relevant training.
4.2 The term 'Lifetime access' means that the participant will have access to the relevant training for as long as the training will exist. When Sell your stuff online has decided that a training expires and is discontinued, the participant is not entitled to a refund of training fees.
Sell your stuff online has the right to change the prices of training courses in a motivated manner.
When ordering a training online, a series of emails with VAT invoice generated by the Shopify system follows. When a payment in installments has been chosen, Sell your stuff online uses the RCUR collection system. The collections must be paid monthly as agreed, unless otherwise agreed in writing.
7 Debt collection
Payment of the due training fee must be made within 14 days of the invoice date. In the event of non-compliance with the payment obligation, Sell your stuff can proceed to judicial or extrajudicial collection online. The costs thereof will be borne by the participant .
The copyright on texts, designs and training material published by Sell your stuff online lies with Sell your stuff online , unless this copyright has been transferred by means of a license form. Without the express permission of Sell your stuff online , the participant may not publish or reproduce data, in whole or in part, or extracts thereof. Sell your stuff online holds the copyright to reports, proposals and other documents arising from its work.
9 Applicable law and competent court
Dutch law applies to all services, activities, general terms and conditions and disputes arising from the agreement concluded between Sell your stuff online and the participant . Disputes arising from this agreement will be submitted to the competent court at the court in The Hague.
The Hague, 1 May 2019