Terms and Conditions
General Delivery and Payment Conditions of LiquidMasters® BV, established in Breda.
Chamber of Commerce: 81818548 / VAT number: NL862231474B01
Article 1. General
1.1 These terms and conditions apply to every offer, quotation and (amendment of) agreement between the private company LiquidMasters (hereinafter referred to as LiquidMasters), and a The other party to which LiquidMasters has declared these terms and conditions applicable, insofar as the parties have not deviated from these terms and conditions expressly and in writing. 1.2 The present terms and conditions also apply to agreements in which LiquidMasters makes use of the services of third parties. 1.3 The applicability of any purchase or other conditions of the Other Party is expressly rejected. 1.4 If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. LiquidMasters and the Other Party will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions. 1.5 If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, the explanation must be given 'in the spirit' of these provisions. 1.6 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. 1.7 If LiquidMasters does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that LiquidMasters would to any extent lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2. Quotations and offers
2.1 All quotations and offers from LiquidMasters are without obligation, unless a term for acceptance is stated in the quotation. A quotation or offer lapses if the product to which the quotation or offer relates is no longer available in the meantime, or can no longer reasonably be delivered at the stated price. LiquidMasters cannot be held to its quotations or offers if the Other Party can or should reasonably have understood that the quotations or offers, or a part thereof, contain an obvious mistake or error. 2.2 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless indicated otherwise. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, LiquidMasters is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless LiquidMasters indicates otherwise in writing. 2.3 A composite quotation does not oblige LiquidMasters to perform part of the assignment for a corresponding part of the quoted price. Offers or quotes do not automatically apply to future orders.
Article 3. Prices
3.1 The prices quoted are based on the cost-determining factors at the time of the offer.LiquidMasters reserves the right for all changes in cost determining factors (such as price increases of materials or semi-finished products, changes in wages, changes in currency exchange rates, but not limited to this list) after the date on which the offer was made or the order confirmation was sent. ) to pass on to the other party, even if these cost-increasing circumstances could already have been foreseen when the order was accepted; 32 For the calculation of the price to be paid, our standard price list is in effect at all times, unless expressly agreed otherwise in writing; 3.3 All prices quoted or agreed are exclusive of turnover tax and other levies imposed by the government; 3.4 Unless otherwise indicated or agreed, the prices are per item; 3.5 With an order for reprints with an order amount up to € 150.00 excluding VAT. reprint costs will be charged.
Article 4. Agreements
4.1 Agreements are only concluded if an order has been given by the other party, either verbally or in writing. This must include the name, address and place of residence of the other party, the date of the assignment, a description of the goods to be delivered or the nature of the work or services to be performed and (possibly) the name(s) of the the person(s) who issues (provide) the order on behalf of the other party; 4.2 If the other party wishes to make a change after the agreement has been concluded with regard to the goods to be delivered or the nature of the work or services to be performed, LiquidMasters may require written confirmation of the change;
Article 5. Cancellations
5.1 If the other party, after placing and accepting the order, wishes to cancel it, for whatever reason, LiquidMasters has the right to choose either the to oblige the other party to fully comply with the agreement, or to accept the cancellation on the condition that the other party pays an amount equal to 50% of the amount of the order as fixed compensation within a period to be set by us; 5.2 The arrangement contained in the previous paragraph also applies in the event that the other party refuses to accept a consignment of goods ordered. In that case, the other party will also be charged for any (extra) transport costs;
Article 6. Payment and collection costs
6.1 Unless otherwise agreed, payments must be made before delivery. 6.2 Payment by invoice must be made within 14 days of the invoice date, in a manner to be indicated by LiquidMasters in the currency in which the invoice is made, unless otherwise indicated in writing by LiquidMasters. LiquidMasters is entitled to invoice periodically. 6.3 If the Other Party fails to pay an invoice on time, the Other Party is legally in default. The Other Party will then owe commercial interest in accordance with Article 6:119a DCCP and collection costs. The interest on the amount due and payable will be calculated from the moment that the Other Party is in default until the moment of payment of the full amount owed. LiquidMasters has the right to have the payments made by the Other Party 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. 6.4 LiquidMasters can, without being in default as a result, refuse an offer of payment if the Other Party designates a different order for the allocation of the payment. LiquidMasters can refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid. 6.5 The Other Party is never entitled to set off the amount owed by it to LiquidMasters.6.6 Objections to the amount of an invoice do not suspend the payment obligation. The Other Party that cannot invoke Section 6.5.3 of the Dutch Civil Code is also not entitled to suspend payment of an invoice for any other reason. 6.7 If the Other Party is in default or in default in the (timely) fulfillment of its obligations, all costs incurred in obtaining payment in and out of court (including execution costs) will be borne by the Other Party. The Other Party also owes interest on the collection costs owed.
Article 7. Force majeure
7.1 If LiquidMasters is unable to fulfill its obligations towards the Other Party due to a non-attributable shortcoming (force majeure), the fulfillment of those obligations will be suspended for the duration of the force majeure. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without any obligation to compensate the other party for damage. 7.2 In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, on which LiquidMasters cannot exert direct influence (including strikes, winter conditions, etc.), but as a result of which LiquidMasters is not reasonably able to fulfill its obligations. LiquidMasters also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after LiquidMasters should have fulfilled its obligation. 7.3 If, at the time of the occurrence of force majeure, LiquidMasters has partially fulfilled or will be able to fulfill its obligations under the agreement, LiquidMasters is entitled to invoice the part already fulfilled or to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.
Article 8. (Delivery) Delivery
8.1 The (delivery) times specified by LiquidMasters are always without obligation and can never be regarded as strict deadlines; exceeding this limit does not entitle the other party to compensation, suspension or dissolution of the concluded agreement; 8.2 Every delivery of work by the supplier to the client takes place subject to the ownership thereof, until the client has fulfilled everything he is obliged to under the agreement, including payment of interest and costs.
Article 9. Transport
9.1 All costs of freight (collection and delivery service) and postage are for the account of the other party, unless otherwise agreed; 9.2 In the event of carriage paid delivery, LiquidMasters will always use the cheapest method of shipment, such at our discretion, unless otherwise agreed in advance; 9.3 If LiquidMasters delivers the goods by post, this will be done as much as possible by registered mail; 9.4 Goods are always dispatched, even if carriage paid delivery has been agreed, at the risk of the other party;
Article 10. Retention of title
10.1 All goods delivered by LiquidMasters in the context of the agreement remain the property of LiquidMasters until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with LiquidMasters. 10.2 Goods delivered by LiquidMasters, which pursuant to paragraph 1 fall under the retention of title, may not be sold or resold, restricted and/or encumbered in any form whatsoever. 10.3 The Other Party must always do everything that can reasonably be expected of it to secure the property rights of LiquidMasters. 10.4 If third parties (threaten to) seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Other Party is obliged to immediately notify LiquidMasters in writing and to notify the bailiff and/or third party by registered letter. inform about the retention of title of LiquidMasters, with a copy of that message to LiquidMasters. This obligation also applies in the event of a (provisional) suspension of payments and bankruptcy, in which case the Other Party will point out the retention of title of LiquidMasters to the bailiff, administrator or curator. 10.5 The Other Party undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to LiquidMasters for inspection on first request. LiquidMasters is entitled to these tokens if the insurance is paid out. To the extent necessary, the Other Party undertakes in advance towards LiquidMasters to cooperate with everything that may (prove) be necessary or desirable in that context. 10.6 In the event LiquidMasters wishes to exercise its property rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance to LiquidMasters and third parties to be designated by LiquidMasters to enter all those places where the properties of LiquidMasters are located and return those goods. to take.
Article 11. Examination, complaints, limitation period
11.1 The Other Party is obliged to inspect the delivered goods or have them examined, immediately at the moment the goods are made available to it or the relevant work has been completed. executed. In doing so, the Other Party should investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. All defects must be reported to LiquidMasters in writing within seven days of delivery, with a description of the defect and photos as detailed as possible. The Other Party must give LiquidMasters the opportunity to investigate a complaint or have it investigated and to cooperate fully in this regard. In the event of defects, the Other Party must immediately discontinue and cease all use of the products and do everything reasonable to prevent further damage to the product. 11.2 If the Other Party makes a timely complaint, this does not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the otherwise ordered goods.
11.3 Despite the fact that a defect is reported at a later date, the Other Party is no longer entitled to repair, replacement or compensation. 11.4 If it is established that a good is defective and a complaint has been made in good time, then LiquidMasters will return the defective good within a reasonable term after receipt thereof or, if return is not reasonably possible, written notification with regard to the defect by the Other Party, at the discretion of LiquidMasters. , replace or arrange for its repair or pay replacement compensation for it to the Other Party. In the event of replacement, the Other Party is obliged to present the replaced item to LiquidMasters for destruction, unless LiquidMasters indicates otherwise. 11.5 If (a) the Other Party does not cooperate or otherwise investigation is not (or no longer) possible, and/or (b) the product is not used (or stored) normally and carefully and/or not (all) instructions given in have been observed, or (c) any adjustments have been made to the product without the prior written consent of LiquidMasters, the complaint will not be processed (further) and the Other Party has no claims in this regard. hired third parties) will then be charged to the Other Party.
Article 12. Guarantee
12.1 LiquidMasters gives a guarantee of 1 year on color fastness, unless otherwise agreed in writing. 12.2 If LiquidMasters delivers products to the Other Party, which LiquidMasters has obtained from a supplier, the guarantee that LiquidMasters can claim against its supplier applies with regard to the Other Party. LiquidMasters is never obliged to provide a further guarantee with regard to the Other Party. 12.3 When processing or processing our products by the other party, LiquidMasters does not guarantee the color fastness and the shelf life of the materials it uses. 12.4 Contrary to the statutory limitation periods, the limitation period for all claims and defenses against LiquidMasters and the third parties involved by LiquidMasters in the execution of an agreement is one year.
Article 13. Size differences
13.1 Size differences as a result of shrinking, expanding or pulling the materials to be used cannot always be avoided and cannot give the other party reason to reject the delivered item. Deviations between the work delivered on the one hand and the original and/or the instructions given on the other hand cannot be grounds for rejection if it can reasonably be argued that, taking the circumstances into account, they have no influence on the useful value of the work;
Article 14. Exchange
14.1 Delivered goods, materials or semi-finished products cannot be exchanged;
Article 15. Intellectual property
15.1 The other party does not acquire any intellectual property rights with regard to the products of LiquidMasters. 15.2 The other party is not permitted to change or remove brand or identification marks applied to the products or their packaging, or to change or imitate the products or any part thereof. 15.3 In the event of claims by third parties regarding an infringement of intellectual property rights of third parties, LiquidMasters can replace or change the relevant product if necessary, or dissolve the agreement in whole or in part. The other party only has the right to dissolve the agreement insofar as it cannot reasonably be expected to maintain the agreement. 15.4 The other party may not use texts on the website www.liquid-masters.com without written permission from LiquidMasters. 15.5 The other party will immediately notify LiquidMasters of any claim by a third party regarding an infringement of intellectual property rights with regard to the products. In all cases, the other party will cooperate with LiquidMasters. In the event of a claim with regard to the products, only LiquidMasters is authorized to defend against this on behalf of the other party or to take legal action against that third party, or to reach an amicable settlement with that third party. The other party will refrain from all such measures, insofar as this can reasonably be expected of him. In the event of a claim with regard to the visual material, LiquidMasters is also entitled to take all measures it deems necessary to safeguard its position. 15.6 LiquidMasters is not liable for damage that the other party or third parties may suffer with regard to an (alleged) infringement of intellectual property rights on the image material. The other party indemnifies LiquidMasters against all claims from third parties in this regard. 15.7 LiquidMasters is not liable for the production of reproductions for which the other party does not have official permission from the artist or photographer. This accountability is fully for the account of the other party. 15.8 The artist retains full copyright on the paintings or other originals photographed by LiquidMasters.
Article 16. Liability
16.1 Unless proven by the other party, intent or gross negligence on the part of LiquidMasters or our subordinates, LiquidMasters is never liable for any damage, in whatever form, either directly or indirectly, which could be the result of goods delivered by LiquidMasters, advice given by LiquidMasters, work or services performed by LiquidMasters, delay in or non-delivery of deliveries, advice, work or services; 16.2 LiquidMasters is also not liable for damage that arises because the sold or delivered goods do not meet the legal or other requirements set or to be imposed by the government for the use of these; 16.3 Without prejudice to the provisions of the above parts of this article, our liability for damage is limited to damage that results directly from the handling of the order and this to an amount equal to the net invoice value of the goods concerned; 16.4 If LiquidMasters could invoke the provisions of this article, our employees who may be held liable can also invoke this, as if they were a party to the agreement themselves; 16.5 All liability of LiquidMasters is excluded if it concerns transport and/or carriage by LiquidMasters and/or a third party hired by it (including TPD, FedEx, TNT, UPC, etc.). The Other Party must take out insurance for this and assumes the risks associated with transport and transport at its own expense.
Article 17. Non-attributable non-performance
17.1 In this context, non-attributable non-performance is understood to mean: any circumstance independent of the will of the parties or unforeseeable as a result of which compliance with the agreement can reasonably be expected by the the other party can no longer be required of us; 17.2 Non-attributable non-compliance in any case includes: war, mobilization, riots, blockages in transport, stagnation in or discontinuation of supplies by public utilities and suppliers of electricity and fuels, fire, machine breakdown and other accidents, strike, excessive absenteeism of our staff, malfunctions in our computer network by third parties, government measures, including in any case import and export bans, quotas, business disruptions at our place or at our suppliers, involuntary disruptions or impediments that make the execution of the agreement more expensive and/or more difficult such as storm damage and/or other natural disasters, as well as attributable non-compliance by our suppliers, as a result of which we cannot (any longer) fulfill our obligations towards the other party and other unforeseen circumstances, also in the country of origin of materials and semi-finished products; 17.3 If a situation of non-attributable non-compliance occurs, LiquidMasters is entitled to suspend the execution of the agreement or to dissolve the agreement definitively, without the other party being able to have any right to compensation for costs, damage and interest on that basis. assert; 17.4 LiquidMasters is entitled to claim payment for the performances that have been performed in the execution of the agreement in question before the circumstance resulting in non-attributable non-compliance has become apparent; 175 LiquidMasters also has the right to invoke non-attributable non-performance if the circumstance resulting in the non-attributable non-performance occurs after our performance should have been delivered;
Article 18. Indemnification
18.1 The Other Party indemnifies LiquidMasters against all claims from third parties, including claims related to the execution of the agreement (which should also be understood with regard to the transport by LiquidMasters or third parties hired by it) and/or claims from (intellectual and/or industrial) property. 18.2 If LiquidMasters should be held liable for this by third parties, then the Other Party is obliged to assist LiquidMasters both in and out of court (including to take care of all legal costs in this regard) and to immediately do everything that is required of it in that regard. case can be expected. If the Other Party fails to take adequate measures, LiquidMasters is entitled to do so itself without prior notice. All costs and damage on the part of LiquidMasters and third parties arising as a result, are fully for the account and risk of the Other Party.
Article 19. Security, creditworthiness
19.1 With every agreement entered into by and with LiquidMasters, the insufficient creditworthiness of our counterparty applies as a resolutive condition, even if partial delivery has taken place; 19.2 LiquidMasters has the right at all times to demand by registered letter from the other party to provide security for payment of amounts already owed, as well as amounts due in the future, arising from the agreement. In that case, the other party undertakes to provide the required security within eight days of receipt of the registered letter referred to;
Article 20. Retention period originals, information carriers and digital files.
20.1 If the originals or information carriers, copies and/or prints or materials provided by the other party are not collected, we will keep them for a period of a period of two months, counting from the date on which the activities are performed by LiquidMasters. We are not liable for damage that may arise from storage; 20.2 Any storage/storage costs are for the account of the other party. 20.3 Unless otherwise agreed in writing, the information supplied digitally by the other party will not be kept by us after printing and processing the order; 20.4 If the in art. 20.1 materials referred to have not been collected within the term referred to in that article, LiquidMasters is entitled to destroy them; 20.5 Failure to collect the items referred to in art. 20.1 the materials referred to do not release the other party from the obligation to pay on time; 20.6 LiquidMasters is not liable for damage that may arise due to destruction of the materials; 20.7 LiquidMasters is not responsible for the storage of all digital files or any loss of digital images. The other party must itself provide a copy of the files digitized by LiquidMasters.
Article 21. Making originals available
21.1 LiquidMasters is obliged to treat the originals and materials provided by the other party with care. The other party bears the risk for the originals and materials made available to us, also during the period that they are in our possession; 21.2 LiquidMasters is not liable for any damage that could arise during transport or processing to originals and materials provided by the other party. Nor are we liable for theft or the (complete or partial) loss of originals or materials of the other party; >
Article 22. Costs
22.1 All judicial and extrajudicial costs that LiquidMasters has to incur in connection with non-compliance / shortcoming of the other party are for its account; 22.2 In the event of late payment, the extrajudicial collection costs will amount to at least 15% of the amount to be collected with a minimum of € 100.00;
Article 23. Applicable law and disputes
23.1 All legal relationships to which LiquidMasters is a party are exclusively governed by Dutch law, even if an agreement is wholly 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. 23.2 The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 24. Location and change of delivery conditions
24.1 These delivery conditions have been filed with the Chamber of Commerce in Breda. 24.2 These terms and conditions can also be downloaded as a PDF file from the website www.liquidmasters.com24.3 If these general terms and conditions have not been handed over, or if you wish to receive them again, please contact us. We will then send them to you. 24.4 The most recently registered version or the version that applied at the time of the establishment of the legal relationship with LiquidMasters is always applicable. 24.5 The Dutch text of the general terms and conditions is always decisive for the explanation thereof.
Version 1.3 (2021)