Terms and Conditions of Redbone Bindery | STILT® Book Cradles
These terms and conditions were last modified on 25 October 2022
These general terms and conditions are divided into different modules. Module A contains general provisions that apply to all agreements that clients enter into with Redbone Bindery and STILT® Book Cradles, regardless of the service that is provided. The provisions in Module B additionally apply to the services of Redbone Bindery. In Module C there are additional conditions regarding the delivery of goods. In Module D there are additional terms and conditions regarding the STILT® products.
Module A: General
1. Who are we?
1.1. These terms and conditions is issued by ‘Redbone Bindery' (hereinafter referred to as ‘Redbone Bindery’) the user of these terms and conditions means:
Sole proprietor Redbone Bindery under Dutch law with Chamber of Commerce number 54446112 operating under the name:
Redbone Bindery
STILT® Book Cradles (from now on: ‘STILT’)
Where are we located?
Weth. Camphuislaan 4
9765 AN PATERSWOLDE
NETHERLANDS
Telephone number: +31 (0)6 18 60 30 74
E-mail: info@redbonebindery.com / info@stiltbookcradles.com
VAT identification number Netherlands: NL002435300B08
1.2. Redbone Bindery is specializes in, among other things, the restoration of (antique) books.
1.3. Redbone Bindery also offers STILT-products such as:
a) STILT® Cradle;
b) STILT® Lectern;
c) STILT® Weights;
d) STILT® Ledge;
e) STILT® Bookmark;
f) STILT® Cloth;
g) STILT® Bookends;
h) STILT® Stand.
2. Definitions
2.1. Words used in these terms and conditions, whether singular or plural, have the meaning of the words in bold as defined below in this article.
2.2. In these general terms and conditions, 'client' is understood to mean:
every (legal) person or entity who has concluded or wishes to conclude an agreement with Redbone Bindery, and in addition to these, its representative(s), authorized representative(s), assignee(s) n) and heirs.
2.3. In these general terms and conditions, 'consumer' is understood to mean: a natural person as referred to in Article 2.2 who is not acting in the exercise of a profession or business.
2.4. In these general terms and conditions, 'parties' is understood to mean: client and Redbone Bindery.
2.5. In these general terms and conditions, 'offer' is understood to mean:
all legal acts aimed at the conclusion of assignments or other (framework) agreements, including proposals, quotations and quotations.
2.6. In these general terms and conditions, 'quotation' is understood to mean: a document drawn up by Redbone Binder indicating the costs of the goods and services to be provided by Redbone Bindery.
2.7. In these general terms and conditions, 'agreement' is understood to mean: an agreement, in which the general terms and conditions form an integral part, concerning the purchase and delivery of goods to the client and the supply of services to the client.
2.8. In these general terms and conditions, ‘object' is understood to mean:
the book to be restored or restored by Redbone Bindery.
2.9. In these general terms and conditions, ‘activities’ is understood to mean: the conservation, restoration and repair of books, as well as the provision of advice, the supply of goods and the provision of services.
2.10. In these general terms and conditions ‘goods’ is understood to mean:
a) all STILT-products, including goods on the website, which Redbone Bindery offers.
b) other products, including goods on the website, which Redbone Bindery offers.
2.11. In these general terms and conditions ‘website’ is understood to mean:
the website of Redbone Bindery which can be found under the URLs:
http://www.redbonebindery.com/
https://stiltbookcradles.com/
3. Applicability and interpretation
3.1. These general terms and conditions apply to all offers, quotations, orders, agreements and the performance of (additional) activities between Redbone Bindery and the client, insofar as the parties have not expressly deviated from these general terms and conditions in writing.
3.2. These general terms and conditions also apply to all agreements with Redbone Bindery, for the execution of which third parties must be involved.
3.3. The applicability of any purchase or other conditions of the client is expressly rejected by Redbone Bindery.
3.4. Agreements deviating from these general terms and conditions only apply if confirmed in writing by Redbone Bindery or agreed in writing with Redbone Bindery. Such deviating agreements apply exclusively to the assignment(s) or other agreement(s), to which they have been declared applicable.
3.5. If one or more provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions remain fully applicable. Redbone Bindery and the client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and intent of the original provision will be taken into account if and as much as possible.
3.6. The general terms and conditions shall be stipulated for the benefit of any third party who, whether employed or not, is engaged in the execution of any agreement or is or may be liable in connection with it.
Contradictory provisions
3.7. In the event of any contradiction between different documents, the following order of precedence applies:
1) the approved quotation;
2) these general terms and conditions.
3.8. In the case of translation of these conditions, the Dutch version shall always be the guiding factor in its interpretation.
3.9. These terms and conditions shall remain in force if Redbone Bindery changes his name, legal form or ownership.
4. Offers and orders
4.1. All offers, submitted in any form whatsoever, are without obligation, unless otherwise in a written agreement.
4.2. Each offer is subject to price changes, unless otherwise specified.
4.3. The offers made by Redbone Bindery are without obligation; they are valid for thirty (30) days, unless otherwise indicated. Redbone Bindery is only bound by the offers if the acceptance thereof is confirmed in writing by the client within thirty (30) days, unless indicated otherwise.
4.4. If the acceptance (on minor points) deviates from the offer included in the quotation, Redbone Bindery is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Redbone Bindery indicates otherwise.
4.5. Orders are only binding for Redbone Bindery when they have been confirmed in writing by Redbone Bindery, or upon actual execution.
4.6. A composite quotation does not oblige Redbone Bindery to carry out part(s) of the contract at a corresponding part(s) of the price quoted.
4.7. Offers and quotations are not automatically valid for future contracts.
4.8. Redbone Bindery reserves the right at all times to refuse an order without the obligation to give a reason.
4.9. In offers, Redbone Bindery assumes that all products and movable property are delivered in the usual manner and that all work can be carried out in the normal manner. Special requirements and circumstances must be communicated to Redbone Bindery in advance in writing and in sufficient detail. Redbone Bindery will then explicitly state in the offer whether and to what extent Redbone Bindery has taken this into account.
4.10. Redbone cannot be held to its quotation if the client can or must reasonably understand that the offer or part thereof contains an obvious error or error.
5. Prices
5.1. The prices quoted in the offers are expressed in euros, excluding turnover taxes and other government levies or taxes. The prices are also exclusive of packing, accommodation, transport, travel and storage costs, as well as loading, unloading and cooperation costs for customs formalities.
5.2. Promotional items are not returnable.
5.3. Prices and surcharges apply to the products directly at the time of delivery by Redbone Bindery.
5.4. Redbone Bindery is at all times entitled to implement price changes, to which changes the client is bound.
5.5. If work has also been agreed, Redbone Bindery is authorized to pay any costs related to demonstrably more or heavier work than foreseen or to the fact that work had to be done at other than usual hours or delays in the performance of the work through no fault of Redbone Bindery above the agreed price. Redbone Bindery is also authorized to index the wage component, and to charge the higher labor costs calculated in this way.
6. Advance, invoice and payment
6.1. Redbone Bindery is entitled to demand payment of an advance prior to the execution of the agreement.
6.2. The advance must be paid immediately by the client and will in principle be set off against the last invoice.
6.3. Redbone Bindery will never owe interest to the client on the amount of the advance.
6.4. Unless expressly agreed otherwise in writing, payment of invoices must be made in the manner to be indicated by Redbone Bindery within fourteen (14) days after the invoice date, such that the amount owed is credited to Redbone Bindery’s bank account within the specified period. The payment terms are always strict deadlines. In the event of late payment, the client will be in default without further notice or notice of default.
6.5. Any disputes between the client and Redbone Bindery about quality or complaints submitted by the client for other reasons do not entitle the client to suspend or set off any payment.
6.6. In the event of late payment, the client owes Redbone Bindery commercial interest as referred to in article 6:119a of the Dutch Civil Code.
6.7. If the client is in default or in default with regard to the (timely) fulfillment of its obligations, the client will owe extrajudicial costs without further notice of default. These amount to at least fifteen (15) percent of the amount due with a minimum of € 250.00.
6.8. Only Redbone Bindery is entitled to set off all claims and debts that the client has or may incur.
6.9. Where there are several clients, each of them shall be jointly and severally liable for the total amount of the invoice, provided that the work has been carried out for the benefit of the joint clients and irrespective of the name of the invoice.
7. Delivery time, delivery and risk transfer
7.1. Delivery time is understood to mean the period specified in the agreement within which the products must be delivered to the client or, if services and/or activities have been agreed, the period within which these services and/or activities must be performed.
7.2. The statement of delivery times is always indicative and is never strict deadlines, unless expressly agreed otherwise in writing.
7.3. An agreed delivery time only takes effect after all necessary information is in the possession of Redbone Bindery and payment, if and insofar as this must be made in advance, has been made, or the requested security or advance has been provided.
7.4. Redbone Bindery is obliged to observe the stated delivery time as much as possible, but is in no way liable for any reasonable exceeding thereof.
7.5. If the term is exceeded, the client must give Redbone Bindery a written notice of default. Under no circumstances does exceeding the agreed delivery or execution period give the client the right to compensation, to terminate the agreement or to refuse the delivery. The client indemnifies Redbone Bindery against any third-party claims due to exceeding the delivery or execution period.
7.6. Redbone Bindery shall not proceed to delivery until the full amount invoiced has been paid by the client.
7.7. The risk regarding to damage and loss of the delivered products and of any damage resulting therefrom transfers to the client immediately upon delivery, being the moment at which the products and movable property are offered by Redbone Bindery or its transporter ready for unloading/loading to the client.
8. Complaints
8.1. The client shall, immediately after delivery or receipt of the items, inspect the object or the goods to which the contract relates, for defects and, in the presence of such defects, inform Redbone Bindery in writing immediately.
8.2. If the client opens, breaks or damages packaging or products before they have been paid, the client is obliged to take out and pay for the products concerned.
8.3. Complaints about the products and services provided shall be reported to Redbone Bindery in writing within fourteen (14) days of the service being rendered or after delivery of the products, subject to penalty of disrepair.
8.4. Complaints about the invoice must be reported to Redbone Bindery in writing and within fourteen (14) days of the invoice date.
8.5. Any right of claim of the client against Redbone Bindery relating to errors in the delivery or defects in or to products delivered by Redbone Bindery lapses irrevocably as soon as the aforementioned complaint periods have expired, as well as in those situations in which the client does not provide Redbone Bindery with sufficient cooperation for an investigation into the merits of the complaints. The products to which complaints relate must remain available for inspection by Redbone Bindery in the condition in which the products were at the time the defects were discovered. The right to complain lapses after the client has processed or processed the delivered products, or has had them processed or processed, or has delivered them to third parties, unless Redbone Bindery has given explicit permission to do so.
8.6. If a complaint proves to be well-founded and the procedures described above with regard to making complaints about complaints have also been complied with, Redbone Bindery will either supply a replacement product or replacement movable property as soon as possible, or if the purchase price for the product concerned is the movable property has already been invoiced – credit the amount corresponding to the complaint. The client will never be able to claim any compensation from Redbone Bindery in this type of situation. The liability of Redbone Bindery is limited to the value of the delivered products and/or movable property on which the client has complained.
8.7. A complaint do not entitle the client to suspend payment of the invoice relating thereto, while compensation is explicitly excluded by Redbone Bindery.
8.8. The period of complaining on invoices sent by Redbone Bindery shall not exceed fourteen (14) days from the date of receipt. If the invoice has not been protested within that period, it shall be deemed to correctly represent the underlying transaction(s) with Redbone Bindery and have been approved by the client.
8.9. If a complaint is well-founded, Redbone Bindery will still fulfill as agreed, unless this has already become demonstrably meaningless to the client. The latter must be made known in writing and in good time by the client.
8.10. Redbone Bindery shall be able to inspect the object at any time in the event of complaints.
8.11. The client shall, in the event of complaints, enable Redbone Bindery to carry out at all times the work necessary for recovery or completion, failing which the principal cannot claim recovery, completion or compensation.
9. Liability
9.1. All liability of Redbone Bindery for any other form of damage shall be excluded, including any additional compensation in any form whatsoever, compensation for indirect or consequential damages or damages for lost profits.
9.2. If Redbone Bindery is liable for compensation for damage, the following shall apply:
a) Primarily the obligation of Redbone Bindery to compensate damages – regardless of the grounds – is limited to the damage against with Redbone Bindery is covered under an insurance policy taken out by it or on its behalf. However, the scope of this obligation is never greater than the amount paid out under this insurance plus the amount for the excess under the policy conditions.
b) If no insurance has been taken out by Redbone Bindery in this respect or otherwise no coverage is provided and thus no payment is made for Redbone Bindery, the damage is limited to a maximum amount of the price excluding VAT stipulated for that delivery/agreement.
Direct damage
9.3. If Redbone Bindery is liable for direct damage, the compensation shall be limited only to damage consisting of:
a) damage directly caused to material property (‘damage to property’);
b) reasonable and demonstrable costs incurred by the client in order to ensure that Redbone Bindery fulfills the agreement properly;
c) reasonable costs to determine the cause and extent of the damage in so far as it relates to the direct damage referred to here;
d) reasonable and demonstrable costs incurred by the client in order to prevent or limit direct damage.
e) reasonable and demonstrable costs for the client to have the performance meet the agreement.
Indirect damage
9.4. Redbone Bindery is in no event liable for:
a) indirect damage of the client or third parties, including:
consequential loss, lost profits, lost savings, business interruption damage, fines, transport, travel and accommodationcosts;
b) damage caused to third parties under the agreement.
9.5. Redbone Bindery shall not be liable for any damage caused:
a) by failure of the client to comply with the provisions relating to the
use of the products and accessories supplied, including making
available in good time for periodic inspection, inspection and
inspection or for the intended normal use;
b) by improper use of the supplied or by its use for a purpose other
than that for which it is appropriate by objective criteria.
c) due to normal wear and tear.
d) by the applicability of any public regulation concerning the nature
or quality of the materials used;
e) by materials, goods, processes and constructions, to the extent
applied to instructions from the client, or provided;
f) as a result of the provision of inadequate cooperation and/or
information from the client, and/or damage due to information or
advice provided by Redbone Bindery, the contents of which are not explicitly part of the written agreement;
g) to the delivered, where the principal (or a third party) has, without prior written approval from Redbone Bindery, carried out repairs or other work on the delivered goods;
h) auxiliary persons.
9.6. Limitations of liability of Redbone Bindery also extend to the benefit of the directors, employees and non-subordinate representatives and auxiliary persons of Redbone Bindery.
9.7. The condition for the creation of any right to compensation is always that the client has reported the damage to Redbone Bindery in writing as soon as reasonably possible after it has arisen. Any action by the client against Redbone Bindery shall lapse one (1) year after the termination and/or completion of the execution of the agreement to which the claim relates, except in the event that the fact on which the claim is based could not have been established within this period. In this case, the relevant legal claim shall lapse one (1) year after the moment when the client could or should have noted the said fact.
9.8. The client shall indemnify Redbone Bindery against all damage that Redbone Bindery may suffer as a result of claims by third parties related to the goods or services provided by Redbone Bindery, including:
a) claims of third parties, including employees of Redbone Bindery,
who suffer damage in connection with the performance of the agreement resulting from actions or omissions of the client or from unsafe situations in his company;
b) claims of third parties who suffer damage resulting from a lack of products or services supplied by Redbone Bindery which have been used, modified or supplied by the client under addition or in connection with the own products or services of the client. Unless the client proves that the defect is not the result of use, alteration or forwarding as intended.
9.9. The limitations of liability contained in these general conditions shall not apply if and insofar as the damage is due to intent or deliberate recklessness of Redbone Bindery.
10. Termination
10.1. In cases where the client:
a) has filed for bankruptcy or suspension of payments, is declared bankrupt, has been declared a surrender of assets or has been confiscated in whole or part of his property;
b) is passed away or placed under curfew;
c) fails to comply with any obligation incumbent on him under the law or these conditions;
d) a payment term has been exceeded and failed to pay an invoice amount;
e) stop or transfer his holding or a substantial part of the company or change the objective of the company;
Redbone Bindery has the right, by the mere occurrence of one of the above circumstances, to terminate either (a) concluded agreement(s) with the client or (in whole or in part) to terminate without any judicial intervention being required or to suspend (further) execution of the agreement or any amount due by the client on the basis of services and/or activities and/or deliveries performed by Redbone Bindery, immediately and without any warning or notice of default being required, to be claimed in its entirety, without prejudice to Redbone Bindery's right to compensation of costs, damages and interest.
10.2. Redbone Bindery is entitled at all times to require that the client (additional) provide security for the fulfillment of its obligations. Failure to comply with a written notice of Redbone Bindery gives Redbone Bindery the right to demand the (remaining) claim immediately or to declare the agreement without judicial intervention and with immediate effect terminated, without prejudice to the right of Redbone Bindery to compensation.
10.3. In the event of Redbone Bindery (an) agreement(s) being terminated, Redbone Bindery is entitled - if it has already fulfilled or will be able to fulfill its obligations under the agreement in part - to invoice separately the part already fulfilled or to be completed. The client is obliged to pay this invoice as if it were a separate agreement.
10.4. The client is not entitled to cancel or terminate the agreement, unless Redbone Bindery agrees to this. If Redbone Bindery agrees, the client will owe Redbone Bindery an immediately due and payable compensation equal to the agreed price, with the deduction of the savings for Redbone Bindery as a result of the termination. The compensation will be at least 20% of the agreed price.
11. Amendments or additions
11.1. Redbone Bindery is entitled to change and/or supplement these conditions at all times.
11.2. Amendments and/or additions shall take effect after they have been notified to the client and shall not have a retroactive effect.
11.3. If any provision of these conditions is found to be invalid and/or to be invalid, this shall not affect the other provisions of the general conditions. Client and Redbone Bindery shall as soon as possible adopt a new provision to the extent as close as possible to “old” provision.
12. Transfer of rights and obligations
12.1. Redbone Bindery is entitled to transfer its obligations to third parties.
12.2. The client may transfer his rights and obligations to third parties only with the prior written consent of Redbone Bindery.
12.3. In addition, in the event of the transfer of its obligations, the client shall be obliged to provide Redbone Bindery, upon request, with appropriate guarantees in respect of the fulfillment of these obligations.
13. Force Majeure
13.1. In the event of force majeure, Redbone Bindery is entitled to suspend the execution of the agreement without judicial intervention or to terminate the agreement in whole or in part, without Redbone Bindery being obliged to pay any compensation.
13.2. Force majeure include any circumstance that could reasonably prevent Redbone Bindery from fulfilling the agreement with the client.
13.3. Force majeure includes, inter alia, if third parties engaged by Redbone Bindery – such as suppliers, subcontractors and transporters, or other parties that the client is dependent on – do not meet their obligations at all or on time, or circumstances due to weather conditions, natural disasters, flood, water damage, molest, terrorism, riot, cybercrime, disruption of digital infrastructure, fire, power failures, loss, theft or loss of tools, materials or information, roadblocks, strikes or work interruptions, excessive absenteeism of staff at Redbone Bindery, as well as government measures, including import or trade restrictions such as import and export bans and quotas.
13.4. If, by force majeure, the supply is delayed for more than two (2) months, the parties may make arrangements for the termination of the agreement, in any event including compensation for the costs incurred by Redbone Bindery.
13.5. If Redbone Bindery has already partially fulfilled its obligations arising from an agreement when a situation of force majeure occurs, Redbone Bindery is entitled to invoice the performance already performed separately and the client is obliged to pay this invoice as if it was a separate transaction.
14. Intellectual property rights and particulars
14.1. The offers, union guides, catalogues, stock lists, circulars and other advertising material stated in sizes, weights and technical data, as well as the images shown therein are only approximate and are without obligation, unless Redbone Bindery expressly provides a guarantee in writing. The copyrights to images, drawings, schemes and designs provided by Redbone Bindery, as well as in general to what is published by Redbone Bindery, belong exclusively to Redbone Bindery; These publications or their contents may not be made available to third parties, in whole or in part, in any form whatsoever without our permission.
14.2. All intellectual property rights in respect of designs, drawings, samples, documentation and photographs produced by Redbone Bindery or by order of Redbone’s reside with Redbone Bindery. The client is not allowed to reproduce and make public these documents after written permission of Redbone Bindery. For any publication or reproduction in violation of this, the principal shall owe Redbone Bindery an immediately payable penalty of € 5.000,- without prejudice to Redbone Bindery's claim for damages.
14.3. Redbone Bindery is authorized to publish and reproduce designs, drawings, samples, documentation and photographs produced by it or by it for the purpose of promoting its business activities and for publications of an educational or scientific nature; Unless the Redbone Bindery disregards such use in writing when accepting the order.
14.4. Any mention or publication by Redbone Bindery, whether or not supported by documentation and/or certificates, shall be made to the best of our knowledge and ability and in accordance with the current state of scientific knowledge which is available to all.
14.5. No rights may be derived from Redbone Bindery, whether or not supported by documentation and/or certificates.
14.6. Redbone Bindery is entitled to use the results of the agreement for marketing purposes in anonymized form, unless expressly agreed otherwise.
14.7. The client indemnifies Redbone Bindery that work on the object infringes any right of intellectual property belonging to a third party.
14.8. The client declares that the object is not subject to any limited rights.
15. Execution by third parties
15.1. In all cases where Redbone Bindery considers it useful or necessary, it shall have the right to have certain activities carried out by third parties or to be assisted by third parties.
16. Applicable law and competent court
16.1. All offers and agreements of Redbone Bindery and the execution thereof by Redbone Bindery the Dutch law exclusively applies.
16.2. The Vienna Sales Convention (CISG) does not apply, nor does any other international regulation that may be excluded.
16.3. Any dispute between the client and Redbone Bindery will be settled by the District Court of the Netherlands, Assen. However, Redbone Bindery remains authorized to subpoena the client before the court competent under the law.
Module B: Additional terms and conditions regarding the service of Redbone Bindery
17. Applicability Module B
17.1. The provisions contained in this Module B shall apply in addition if Redbone Bindery provides services under the Agreement.
18. Quotations
18.1. Redbone Bindery shall submit a quotation after the receipt and examination of the object.
18.2. The contract shall be entered into for specific and agreed work and shall terminate automatically as soon as Redbone Bindery has carried out the work.
19. Arrival of objects at Redbone Bindery, transport and packaging
19.1. Objects covered by the agreement shall be extracted jointly by the client and Redbone Bindery upon arrival at Redbone Bindery. If, after being invited to do so, the client is not present at the unpacking, Redbone Bindery shall not be liable for any damage that occurs at or through the unpacking and the state of that object or objects shall be presumed to be in accordance with the findings of Redbone Bindery.
19.2. Objects covered by the contract or the quotation shall travel at all times at the expense and risk of the client, irrespective of the relevant transport documents.
19.3. If Redbone Bindery considers that special packaging is necessary to protect the objects, the packaging shall be charged to the client and not taken back.
20. Execution of the agreement
20.1. Redbone Bindery shall be responsible as a good service provider for the client's property.
20.2. All contracts between the client and Redbone Bindery shall be subject to an obligation to make an effort, unless the written agreement has explicitly promised a result Redbone Bindery and the result in question has also been described with sufficient determination.
20.3. Redbone Bindery will be able to carry out the work to the best of its knowledge, using the current state of the art as it is known at any time for a careful service provider.
20.4. The client shall ensure the accuracy and completeness of the data provided by it to Redbone Bindery concerning the object to be treated and the storage conditions. In particular, the client will notify Redbone Bindery of his knowledge of defects in that article as soon as possible so that it can take this into account when making a quotation and when executing the agreement.
20.5. The client authority shall have himself insured and shall keep the object against: Fire, explosion and water damage and theft
20.6. The client shall be obliged to take the item off at the time when it is made available to it in accordance with the agreement. If the client refuses the purchase or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the expense and risk of the client. In that case, the client shall be liable for all additional costs.
21. Amendments to the agreement
21.1. If during the execution of the agreement it appears that it is necessary for proper execution to amend, supplement and/or change the duration of the agreement, the parties shall amend the agreement in writing and by mutual agreement.
21.2. If, during the execution of the agreement, the agreed work cannot be carried out by circumstances related to the subject matter of the agreement, Redbone Bindery will notify the client of this. In the absence of agreement on the continuation of the agreement, whether or not under amended conditions, the agreement will be terminated. In this case, the client is obliged to pay the costs incurred up to that time by Redbone Bindery and the payment of the fees accrued up to that time.
21.3. Changes, not limited to deterioration, in the condition of the object to which a quotation relates, arising between the submission of the quotation and the conclusion of the contract, Redbone Bindery gives the right not to accept, terminate or accept the agreement on modified terms. In the event of termination, the client shall be obliged to pay the costs incurred up to that date by Redbone Bindery and to pay the fees accrued up to that date.
21.4. Redbone Bindery shall, when the agreement is amended by mutual agreement, indicate to what extent this will result in a change in the fee.
22. Fees, payment and right of retention
22.1. All fees are exclusive of VAT and other public levies.
22.2. In addition to the fees referred to in Article 22.1, Redbone Bindery is entitled to charge costs for insurance, transport and packaging. These costs will be invoiced on the basis of after-calculation.
22.3. Without prejudice to the statutory right of retention, Redbone Bindery shall be entitled to hold any goods made available to it by the contracting authority in any way whatsoever to the full satisfaction of all that Redbone Bindery has to claim from the contracting authority for whatever reason, unless the contracting authority has provided adequate security in respect of that claim. Redbone Bindery also has the right of retention, in the event of the client being in a state of bankruptcy.
Module C: Additional terms and conditions regarding the delivery of goods of Redbone Bindery
23. Applicability Module C
23.1. The provisions contained in this Module C shall apply in addition if Redbone Bindery delivers goods under the agreement.
24. Offers
24.1. The offer shall contain a complete and precise description of the products, digital content and/or services offered. The description is sufficiently detailed to enable the client to make a good assessment of the offer. If Redbone Bindery uses images, they are a true representation of the products, services and/or digital content offered. Obvious mistakes or obvious errors in the offer do not bind Redbone Bindery.
24.2. In offers, Redbone Bindery assumes that all products and movable property are delivered in the usual manner and that all work can be carried out in the normal manner. Special requirements and circumstances must be given to Redbone Bindery in writing and in sufficient detail in advance. Redbone Bindery will then explicitly state in the offer whether and to what extent Redbone Bindery has taken this into account.
25. Right of withdrawal for the consumer
25.1. The consumer may terminate an agreement relating to the purchase of a product for a period of reflection of at least fourteen (14) days without giving any reasons. Redbone Bindery may ask the consumer for the reason of withdrawal, but does not require them to state their reason(s).
25.2. The period of reflection referred to in Article 25.1 shall begin on the day after the consumer, or a third party designated in advance by the consumer, who is not the carrier, has received the product, or:
a) When the consumer has ordered several goods in the same order: the day on which the consumer, or a third party designated by him, received the last product. Redbone Bindery may, provided that it has clearly informed consumers of this prior to the ordering process, refuse to order several goods with different delivery times;
b) when the supply of a product consists of several consignments or parts: the day on which the consumer, or a third party designated by him, received the last consignment or item;
c) in the case of contracts for the regular supply of goods for a specified period, the day on which the consumer, or a third party designated by him, received the first product.
d) in the case of contracts for the regular supply of goods for a specified period, the day on which the consumer, or a third party designated by him, received the first product.
26. Costs in the event of withdrawal
26.1. If the consumer exercises his right of withdrawal, the cost of return shall not exceed the cost of his return.
26.2. If the consumer has paid an amount, the amount shall be repaid by STILT as soon as possible, but not later than 30 days after the return or withdrawal.
27. Execution of the agreement
27.1. Unless otherwise agreed, delivery of the goods ‘ex-works at
27.2. The client shall be free to choose the mode of transport of the goods to be delivered. Transport or movement within the client's premises and/or premises are not included in the aforementioned delivery and are carried out at the client's expense and risk.
27.3. Minor deviations from the delivered products or rented movable property in size, color, capacity, form and packaging shall never give the client the right to cancel the order in whole or in part, or to refuse payment in whole or in part, or to claim compensation.
27.4. The client is obliged to check the products and/or movable property as soon as it is received, both quantitatively and qualitatively. Any shortages or damages must be notified to Redbone Bindery.
27.5. If execution takes place at the request of the client within a shorter period than has been agreed, the additional costs involved shall be borne by the client. Redbone Bindery will send a specification of these costs to the client.
27.6. Returns of delivered products shall be permitted only if Redbone Bindery has expressly given prior written consent.
27.7. Redbone Bindery shall be entitled to deliver and invoice orders in installments, unless otherwise agreed in writing.
27.8. Without prejudice to the foregoing, contracts on demand shall be subject to the distribution of the goods purchased as far as possible in equal quantities and time limits over time. If this does not happen, the client is in default without any prior notice of default and Redbone Bindery is entitled to dissolve the agreement.
28. Retention of title
28.1. Redbone Bindery remain the owner of all products and movable goods delivered to the client until the purchase price for all these products and movable goods is fully paid.
28.2. If Redbone Bindery performs and/or provides services to the client in connection with (sales) contracts, the retention of title shall apply until the client has satisfied claims relating to these activities and/or services of Redbone Bindery.
28.3. The retention of title also applies to the claims which Redbone Bindery may obtain against the client for failure of the client to fulfill one or more of his obligations toward Redbone Bindery.
28.4. As long as the ownership has not been transferred to the client, the latter may not pledge the goods/products or grant any right to them to a third party.
28.5. The client already grants Redbone Bindery the right, where appropriate, to enter all those places where the products and/or movable products supplied by Redbone Bindery are located. In order to enable Redbone Bindery to exercise its property rights and to take back the unpaid products and movable property. The recovery of its products and movable property in this way shall not affect the right of Redbone Bindery to claim compensation from the client for damage or costs incurred as a result of the non-performance attributable to the client.
28.6. The client shall be obliged to insure the products and movable property for the duration of the reserved property against fire, explosion and water damage as well as against theft and to give Redbone Bindery the policies of these insurance for inspection at the first request. As soon as Redbone Bindery requests, all claims by the client to the insurers of the products and movable property under the said insurance policies shall be pledged by the client to him in the manner specified in article 3:239 of the Dutch Civil Code, to several security of the claims of Redbone Bindery to the client.
28.7. If the client fails to fulfill his obligations toward Redbone Bindery or if Redbone Bindery gives good ground to fear that he will be in breach of those obligations, Redbone Bindery is entitled to take back the products and movable property delivered under retention of title.
28.8. After taking back, the client shall be credited with the market value up to a maximum of the original purchase price, less the costs incurred by and for taking back Redbone Bindery.
29. Fitness
29.1. Redbone Bindery does not guarantee and is never deemed to have been guaranteed or to be able to guarantee that the purchased is suitable for the purpose for which the client wishes to edit, process, make use or use it.
30. Technical requirements and quality standards
30.1. All technical requirements which the client wishes to make to the goods to be delivered by Redbone Bindery but which differ from the usual or applicable (statutory minimum) requirements, upon entering into the agreement, the client must have explicitly been notified in writing to Redbone Bindery and have agreed in writing with Redbone Bindery. Technical requirements which have not been communicated to Redbone Bindery and which have not been agreed in writing with Redbone Bindery are not binding by the client.
30.2. If the goods to be delivered by Redbone Bindery and the Netherlands will be used by the client outside the Netherlands or handed over to a third party outside the Netherlands, Redbone Bindery is not responsible for fulfilling the delivered goods to the technical requirements or (legal) standards applicable in the country where the goods will eventually be used, unless otherwise agreed in writing.
30.3. Redbone Bindery's obligation to guarantee shall not extend beyond the quality requirements or expressly agreed quality standards.
30.4. Goods/products which must be certified under Dutch legislation shall be delivered by Redbone Bindery in the execution for which the label was issued. Redbone Bindery also carries non-Dutch certified goods.
30.5. The goods/products offered by Redbone Bindery are, in principle, intended for sale on the Dutch market.
30.6. The sale or installation of these goods/products in other countries may be restricted or prohibited and shall be at the client's full risk. The client indemnifies Redbone Bindery for all possible damage and costs.
Module D: Additional terms and conditions regarding STILT-products
31. Applicability Module D
31.1. The provisions contained in this Module D shall apply in addition if Redbone Bindery delivers STILT-products under the agreement.
32. Warranty
32.1. All STILT-products are covered by a one (1) year warranty on the material and construction of all parts.
32.2. Discoloration, rust, oxidation, fading or other defects on metals, stainless steel and cast iron parts are not covered by the guarantee.
These terms and conditions were last modified on 25 October 2022.