Redbone Binderij General Terms and Conditions

As filed with the Groningen Chamber of Commerce under no. 54446112.

Clause 1. Definitions and general terms and conditions

1.      In these general terms and conditions, referred to hereinafter as ‘the conditions’, the terms given below will be understood to mean as follows:

A.      Redbone: the sole trader Redbone Binderij with its registered office in Groningen;

B.      Client: the natural person or legal entity, conducting business in the exercise of his/its profession or business, which has concluded an agreement with Redbone or has requested a quotation from Redbone;

C.     Parties: the Client and Redbone jointly;

D.     Work: the conservation, restoration and repair of books, as well as the provision of advice, the supply of goods and the supply of services;

E.      Article: the book to be restored or repaired by Redbone.

2.      Departures from these conditions can be agreed only in writing and will apply only to the agreement in which they have been explicitly agreed.

3.      If one or more provisions in these conditions should be null and void or should be set aside by judicial intervention, the remaining provisions will remain in full force. The Parties will draw up new provisions by mutual agreement pursuant to the object and purport of the original provisions.

4.      The conditions will be stipulated in respect of every third party that, whether employed or otherwise, is engaged in the execution of any agreement or is or may be liable in connection therewith.

Clause 2. Quotations

1.      All quotations on the part of Redbone are without prejudice and subject to contract and will be valid for a period of 30 days after the quotation date.

2.      Redbone cannot be bound to its quotations if, in reasonableness, the Client is able to understand or cannot fail to understand that the quotation, or a component thereof, contains an obvious mistake or slip of the pen.

3.      Prices stated in a quotation, or otherwise, are exclusive of VAT and other government levies.

4.      Redbone will submit a quotation once Redbone has received the Article for evaluation and has examined it.

5.      The agreement is concluded once Redbone has received return delivery of the quotation signed for approval, or otherwise approved, by the Client.

6.      The agreement will be concluded for the performance of specific Work agreed in writing and will terminate by operation of law once Redbone has performed the Work.

Clause 3. Execution of the agreement

1.      In its capacity as a good service provider, Redbone should take good care of the Client’s property.

2.      An obligation to perform to the best of one’s ability pertains to all agreements between the Client and Redbone, unless Redbone has expressly promised a result in the written agreement and the result concerned has also been described with sufficient definition.

3.      Redbone will execute the Work to the best of its knowledge and ability, employing the current state of knowledge such as is readily available to a conscientious service provider.

4.      The Client is responsible for the accuracy and completeness of the information furnished by the Client to Redbone concerning the Article in question and its storage conditions. More specifically, the Client will report to Redbone as soon as possible its knowledge of any faults in the aforementioned Article such that Redbone is able to take such faults into account when submitting a quotation and when executing the agreement.

5.      Changes, not restricted to deterioration, to the condition of the Article to which a quotation relates, which changes have arisen between the submission of the quotation and the conclusion of the agreement, entitle Redbone not to accept the agreement, to terminate the agreement or to accept the agreement under amended conditions. In the event of termination, the Client is obliged to reimburse Redbone for the costs incurred by Redbone up until that time and to pay Redbone the fees to which Redbone is entitled and has accrued up until that time.

6.      In all instances in which Redbone should consider it practical or necessary, Redbone is entitled to have certain Work performed by third parties or to seek the assistance of third parties.

7.      Redbone reserves the right to retain in its possession Articles belonging to the Client up until the Client has paid all of the costs and payments to which Redbone is entitled in respect of any agreement with the Client and up until the time that the Client has fulfilled all of its obligations to Redbone.

8.      Throughout the agreement, the Client should take out its own insurance policy for the Article and maintain that policy, covering fire, water and explosion damage, and also theft.

Clause 4. Delivery

1.      Stated delivery times are never to be regarded as firm dates.

2.      Delivery is made ex Redbone’s business, unless otherwise agreed.

3.      The Client is obliged to take delivery of the Article at the time when the Article is placed at the Client’s disposal pursuant to the agreement. If the Client should refuse to take delivery or is negligent in furnishing information or instructions necessary for the delivery, the items will be placed in storage at the Client’s expense and risk. In such an instance, the Client will be obliged to pay for all additional costs.

4.      Redbone will not proceed with delivery until the Client has paid the invoiced amount in full.

Clause 5. Changes to the assignment

1.      If during the execution of the agreement it should transpire that for the purpose of its proper execution it is necessary to amend and/or supplement the agreement and/or to make changes to the duration of the agreement, the Parties will amend the agreement in writing in due time and by mutual agreement.

2.      If during the execution of the agreement, owing to circumstances relating to the Article that is the subject of the agreement, it should not be possible to execute the agreed Work, Redbone will report this to the Client. In the absence of agreement concerning the continuation of the agreement, whether under amended conditions or otherwise, the agreement will be terminated. In such an instance, the Client is obliged to reimburse Redbone for the costs incurred by Redbone up until that time and to pay Redbone the fees to which Redbone is entitled and has accrued up until that time.

3.      In the amendment to the agreement agreed in mutual consultation, Redbone will indicate the extent to which this results in a change to the fee.

Clause 6. Fee and payment

1.      Redbone’s fee will be calculated on the basis of a fixed price.

2.      All fees are exclusive of VAT and other government levies.

3.      In addition to the fee referred to in paragraph 1, Redbone is entitled to charge for costs incurred in relation to insurance, transport and packaging. These costs will be invoiced on the basis of subsequent calculation.

4.      Redbone is entitled to require the Client to pay the fee in advance, either in whole or in part.

5.      Payment of the fee should be made no later than 14 days after the date of invoice.

6.      If the Client has not paid within the period referred to in the previous paragraph, the Client will be in default by operation of law without further notice of default being required. In the event of the Client being in default, Redbone is entitled to charge the statutory rate of interest on the sum left unpaid or not paid on time, starting from the due date up to the date of payment in full.

7.      If the Client should fail to fulfil one or more obligations in respect of Redbone, all reasonable costs for the purpose of obtaining payment, at law or otherwise, will be for the Client’s account, in which extrajudicial costs will amount to at least 15% of the invoiced sum or a minimum of €50.00.

8.      The Client is not entitled to suspend and/or set off obligations in respect of Redbone.

9.      When there are several Clients, each of them is jointly and severally liable for the total invoiced amount insofar as the Work for the joint Clients has been performed and regardless of the ascription on the invoice.

10.    At all times, sums paid by the Client will serve firstly as payment towards all due interest and costs, and, secondly, as payment towards due and payable invoices that have been outstanding the longest. This is the case even if the Client indicates that the payment relates to a subsequent invoice.

Clause 7. Arrival of Articles at Redbone, transport and packaging

1.      Articles to which the agreement relates will be unpacked by the Client and Redbone jointly, following the Articles’ arrival at Redbone. If the Client, after having been invited for the purpose, should not be present at the time of unpacking, Redbone will not be liable for any damage that arises at the time of or as a result of such unpacking and the condition of that Article or of those Articles will be presumed to be in conformity with Redbone’s findings.

2.      Articles to which the agreement or quotation relates will be in transit at all times at the Client’s risk and expense irrespective of whatever is stated in that regard on the documents relating to the carriage of goods.

3.      If it is Redbone’s opinion that special packaging is required for the Articles’ protection, this packaging will be charged to the Client at cost price and will not be reinstated.

Clause 8. Liability

1.      Redbone is not liable in any way whatsoever for damage at the Client’s premises, unless this damage is a result of intent or gross negligence on the part of Redbone.

2.      If Redbone, pursuant to the previous paragraph, is liable for damage, Redbone’s liability, insofar as covered by its liability insurance, is limited to the amount that is paid out in the case concerned within the context of the professional/business liability insurance policy. If the insurer should not proceed with payment in any case, or should the damage not be covered by the insurance policy, Redbone’s liability will be limited to no more than three times the amount of the fee quoted by Redbone to the Client in the agreement concerned for Redbone’s Work.

3.      At all times, and with due regard for the provisions in the previous paragraph, Redbone’s liability will not exceed €10,000.00.

4.      With due regard for the provisions in the previous paragraphs, Redbone is liable only for direct damage. ‘Direct damage’ is exclusively understood to mean:

A.      The reasonable costs incurred in determining the cause and extent of the damage, insofar as such determination relates to damage within the meaning of these conditions;

B.      Any reasonable costs incurred to hold Redbone accountable for its defective performance in relation to the agreement, insofar as this can be attributed to Redbone;

C.     Reasonable costs incurred to prevent or limit damage, insofar as the Client can demonstrate that such costs have resulted in limiting direct damage as referred to in these conditions.

4.      Redbone is never liable for indirect damage, including under this consequential damage, loss of profits, lost savings, damage as a result of business interruptions, litigation costs as a result of the plaintiff being ordered to pay costs, loss of interest and/or losses as a result of delays, damage as a result of insufficient cooperation and/or information provided by the Client, and/or damage as a result of noncommittal information or advice provided by Redbone the substance of which does not form an express component of the written agreement.

5.      The Client indemnifies Redbone for third-party claims for damage caused as a result of the Client having provided inaccurate or incomplete information to Redbone.

6.      The limitation of liability stated in paragraph 1 of this clause is also stipulated on behalf of the third parties engaged by Redbone for the execution of the Assignment.

Clause 9. Complaints

1.      Immediately following delivery of the Article or Articles to which the agreement relates, the Client is obliged to inspect the aforementioned Article or Articles for defects and, in the event of defects being apparent, to notify Redbone about this immediately in writing.

2.      Complaints about the services provided should be reported to Redbone in writing and within 14 days of performance of the service in question under penalty of invalidation.

3.      Complaints about invoices should be reported to Redbone in writing and within 14 days of the invoice date under penalty of invalidation.

4.      A complaint does not suspend the Client’s payment obligations.

5.      If a complaint is well-founded, Redbone will fulfil its obligations as agreed, unless it is demonstrably clear that this no longer serves any needs of the Client. The latter should be demonstrated by the Client in writing and in due time.

6.      At all times, Redbone should be availed of the Article for the purposes of inspection and in response to any complaints.

7.      In the event of complaints, the Client should avail Redbone at all times the opportunity to execute the Work necessary for repair or completion, in the absence of which the Client cannot make any claims for recovery, completion or compensation.

Clause 10. Force majeure

1.      If Redbone should be unable to fulfil its obligations arising from the agreement, or else should be unable to do so on time or in proper fashion, as a result of external causes and circumstances, foreseen or otherwise, which in reasonableness are not attributable to Redbone, these obligations will be suspended until such time as Redbone is once more in a position to fulfil them in the agreed manner.

2.      The term ‘force majeure’ in these conditions is understood to mean, in addition to whatever is understood under the term in law and jurisprudence, all external causes, foreseen or otherwise, over which Redbone can exercise no influence and as a result of which Redbone is rendered unable to fulfil its obligations, including under this industrial action by transporters, sickness, death of the person who executes the assignment and/or incapacity for work.

3.      The Parties may suspend the obligations stemming from the agreement for as long as the period of force majeure continues. If this period lasts longer than two months, each of the Parties is entitled to dissolve the agreement without any obligation to pay damages to the other party.

4.      If, when force majeure occurs, Redbone has already fulfilled its obligations in part or can fulfil such obligations only in part, it is entitled to invoice separately for that part already performed.

Clause 11. Intellectual property rights and announcements

1.      All intellectual property rights in relation to designs, drawings, samples, documentation and photographs furnished by or on behalf of Redbone rest with Redbone. The Client is not permitted to reproduce and publish these without Redbone’s written consent. With regard to each publication or reproduction in breach of this, the Client will be liable to pay an immediately payable penalty to the amount of €5,000.00 without prejudice to Redbone’s claim for compensation.

2.      Redbone is authorised to publish and reproduce designs, drawings, samples, documentation and photographs furnished by Redbone or on its behalf for the purpose of the promotion of its business-related activities and for the purpose of publications of an informational or academic nature, unless such usage has been waived by Redbone in writing on acceptance of the assignment.

3.      Each announcement or publication by Redbone, whether supported or not by documentation and/or certification, will be made to the best of its knowledge and judgment, and in conformity with the state of knowledge generally available at that time.

4.      No rights can be derived from announcements made by Redbone, whether supported or not by documentation and/or certification.

5.      Redbone is entitled to use the results of the agreement, in an anonymous format, for marketing purposes, unless expressly agreed otherwise.

6.      The Client indemnifies Redbone for Work on the Article infringing any right of intellectual property pertaining to a third party.

7.      The Client declares that the Article is not encumbered with any restricted rights.

Clause 12. Right of retention

1.      Without prejudice to the statutory right of retention, Redbone is entitled to retain in its possession any goods pertaining to the Client placed at its disposal under any form of title until payment in full of all receivables, whatever their nature, due to Redbone from the Client, unless the Client has provided satisfactory security for the receivables in question. Redbone also possesses the right of retention in the event that the Client should enter into bankruptcy.

Clause 13. Final stipulations

1.      In the event that these conditions are reproduced in a translated version, the Dutch version will always take precedence in terms of their interpretation.

2.      These conditions will remain in force if Redbone undergoes a change of name, legal form or owner.

3.      Redbone is authorised to incorporate amendments to these conditions. The amendments will come into force at the announced time of entry into force.

4.      All legal relationships between Redbone and the Client to which these conditions apply will be governed by Dutch law.

5.      The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG: The Vienna Convention) is expressly excluded.

6.      The Court in the District of the North Netherlands, Groningen, has exclusive jurisdiction on every dispute between the Parties that is connected with the present agreement.

7.      A dispute as referred to in paragraph 6 can be said to exist once one of the Parties so asserts.

8.      These conditions come into force on 10 June 2015.

9.      The Dutch text of these General Terms and Conditions prevails over versions published in another language.