Terms & Conditions
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
Marjan van Aubel Studio B.V. (KVK: 78273692)
CLAUSE 1. DEFINITIONS
1.1 The following definitions are used in these Terms and Conditions:
Customer: any natural person or legal entity who/which places an order at https://www.solarsunne.com/ or to whom/which Marjan van Aubel Studio issues an offer.
Terms and Conditions: these present general Terms and Conditions of Sale and Delivery.
Offer: any offer communicated orally or in writing by Marjan van Aubel Studio to a Customer regarding the purchase of products and/or services from Marjan van Aubel Studio.
Order: any request from a Customer to Marjan van Aubel Studio – whether this is submitted through the Website https://www.solarsunne.com/ or otherwise – to supply products and/or services to the relevant Customer.
Marjan van Aubel Studio: Marjan van Aubel Studio B.V. (Trade Register number: 78273692).
Product: Solar design lamp Sunne.
1.2 These General Terms and Conditions apply to all Offers issued by Marjan van Aubel Studio, as well as to all current and future Orders through the Website https://www.solarsunne.com/.
1.3 Accepting an offer or placing an order (or causing an Order to be placed) through the Website will constitute the Customer’s acceptance of the applicability of these present Terms and Conditions as well as the exclusion of any terms and conditions imposed by that Customer.
1.4 Deviations from these Terms and Conditions shall only be valid if Marjan van Aubel Studio consents to such deviations expressly and in writing.
CLAUSE 2. ORDERS
2.1 As soon as an Order placed by a Customer is accepted by Marjan van Aubel Studio or at any rate is actually being processed, the Order can no longer be cancelled and the Customer will be obliged to purchase the products ordered. The Customer’s non-purchase of the products in question will not relieve it of its obligation to pay for those products.
2.2 All Orders made through the Website or otherwise are free of obligation. Marjan van Aubel Studio will be entitled at all times to refuse and/or refuse to process Orders (regardless of whether these are placed pursuant to an Offer that has been issued), without giving any reason for said refusal because of – amongst other reasons – the fact that Marjan van Aubel Studio does not and cannot always deliver. In case Orders cannot be processed Payments will be refunded within one month.
CLAUSE 3. PRICES, INVOICING AND PAYMENT
3.1 Unless expressly agreed otherwise, all prices stated by Marjan van Aubel Studio are denominated in euros and are exclusive of VAT and costs for postage (international or otherwise), port duties and/or transport fees, any taxes and/or any other levies or costs.
3.2 The prices stated are free of obligation and may thus be changed by Marjan van Aubel Studio at any given time. If a price is changed after an Order has been placed, the Customer will only be entitled to cancel the Order within five days after the price change is announced.
3.3 We shall only proceed to delivery of the Product after Payment.
3.4 Invoices are created automatically after payment, and send to the Customer.
CLAUSE 4. DELIVERY
4.1 Delivery times stated by Marjan van Aubel Studio are indicative. The exceeding of any delivery deadline will not entitle the Customer to damages or to cancel the Order.
4.2 Information (features, quality, colour, etc.) about the products sold on the Website is provided to the best of Marjan van Aubel Studio’s knowledge and with the utmost care, but it cannot be considered as binding.
4.3 Products delivered by Marjan van Aubel Studio will remain the property of Marjan van Aubel Studio until the moment of full payment of all amounts the Customer owes Marjan van Aubel Studio.
4.4 The risk associated with the products passes to the Customer at the moment of delivery; in other words, as soon as the products have actually been removed from the means of transport at the Customer’s location.
CLAUSE 5. DUTY TO INSPECT, COMPLAINTS, LIABILITY AND WARRANTY
5.1 The Customer must, immediately upon or after receiving the products, check (duty to inspect) whether the products delivered are in accordance with the Order placed, as well as whether there are any visible defects or damage to the products.
5.2 In the event of complaints or defects: a) the Customer must notify Marjan van Aubel Studio by email (firstname.lastname@example.org) of visible damage or defects or other externally identifiable damage or defects immediately (within twenty-four hours) after receiving the products, specifying the damage or defects in proper detail, in default of which the Customer will no longer be able to reserve any rights regarding and/or invoke any defect, and it will be established between the parties that the Customer received the products that were delivered in a sound and undamaged condition and in accordance with the quantity stated on the delivery notes; b) the Customer must notify Marjan van Aubel Studio by email (email@example.com) of visible or invisible damage or defects, or other externally identifiable damage or defects, within seven days after discovering such damage or defects, specifying the damage or defects in proper detail, in default of which the Customer will no longer be able to reserve any rights regarding and/or invoke any defect.
5.3 The Customer is not permitted to receive a delivery of products ‘subject to approval’ of any kind or subject to the reservation of any right. By actually taking receipt of the products delivered, the Customer agrees to the provisions of Clauses 5.1 and 5.2, above.
5.4 The term for complaining about any invoices sent by Marjan van Aubel Studio is, at the most, forty-eight hours after receipt of the invoice. If the Customer does not complain about the relevant invoice by email (firstname.lastname@example.org) within that term, in writing and with proper substantiation, it will be established between the parties that the invoice correctly reflects the underlying transaction(s) with Marjan van Aubel Studio.
5.5 Any right (or right of claim) which the Customer can assert against Marjan van Aubel Studio relating to errors in Marjan van Aubel Studio’s delivery or defects in the products delivered by Marjan van Aubel Studio will irrevocably lapse as soon as the terms for filing a complaint stated in this clause have elapsed. If a Customer fails to cooperate, or fails to cooperate sufficiently, with Marjan van Aubel Studio in investigating the validity of the claim in question within the aforementioned terms for filing a complaint, all related rights (or rights of claim) relating thereto will also immediately and irrevocably lapse. The products to which complaints relate must be available for possible inspection by Marjan van Aubel Studio in the condition in which the products were found on the date the defects were discovered. The right to complain – as well as all rights (or rights of claim) relating thereto – will lapse as soon as the Customer puts the goods delivered into use, or treats or processes them, or causes them to be used, treated or processed, or delivers them in turn to third parties, unless Marjan van Aubel Studio has issued its advance written consent or the products are covered by a manufacturer’s warranty.
5.6 If the products demonstrably fail to meet the specifications, Marjan van Aubel Studio will always have the option of replacing the relevant products – after they are returned – with new products or refunding the invoice value. Marjan van Aubel Studio’s liability is therefore always limited to the invoice value of the products delivered that are the subject of the complaint(s).
5.7 Marjan van Aubel Studio is not liable for any harm caused by its employee and/or assistants it engages, nor for any indirect harm, including in any case (but not limited to) consequential harm and business losses (such as lost profit, missed savings, and losses attributable to commercial stagnation or missed business opportunities).
5.8 Notwithstanding the provisions in the previous paragraphs, Marjan van Aubel Studio’s liability will in any case always be limited to the invoice value (exclusive of VAT) of the Order that resulted in the harm/loss.
5.9 The Customer will indemnify Marjan van Aubel Studio against all third-party claims regarding any harm/loss incurred, or to be incurred, by such third parties, such with due observance of the provisions of this clause.
5.10 The term for prescription of all claims (or rights of claim) and defences against Marjan van Aubel Studio and any of its employees or assistants it has engaged is twelve months.
5.12 All rights (or rights of claim) which a Customer has against Marjan van Aubel Studio will lapse: a) if the Customer has not instituted legal proceedings against Marjan van Aubel Studio by no more than three months after the Customer became aware of (or should reasonably have become aware of) the loss/harm or damages claim; b) within twelve months after the event causing the loss/harm occurred; such on pain of said claim becoming inadmissible (i.e. prescribed).
5.13 Marjan van Aubel Studio will never be liable to a Customer for a warranty that offers more extensive recourse to the Customer than the claim which Marjan van Aubel Studio may institute against its suppliers or manufacturers (in the context of a manufacturer’s warranty).
CLAUSE 6. INTELLECTUAL PROPERTY
6.1 All intellectual or industrial property rights to products delivered by Marjan van Aubel Studio to a Customer accrue exclusively to Marjan van Aubel Studio. Intellectual property rights, such as rights to specifications, photographs, designs, drawings, models, slogans, texts, descriptions, artistic products, artwork, either in their original form or after alteration, data, including all changes thereto, and other publicity materials, trade names and/or trade marks, etc., which Marjan van Aubel Studio directly or indirectly provides to a Customer will remain, in their entirety, the property of Marjan van Aubel Studio. The Customer warrants and guarantees that it does not and will not infringe, in any way whatsoever, upon any intellectual property right held by Marjan van Aubel Studio or its licensors.
6.2 Should the Customer breach his/her obligations pursuant to Clause 7.1, then the breaching Customer will forfeit to Marjan van Aubel Studio – without any prior notice of default or judicial intervention being required – an immediately due and payable penalty that is not eligible for settlement or suspension in the amount of EUR 10,000.00 (in words: ten thousand euros) per breach and EUR 1,000.00 (in words: one thousand euros) for each day (or part of a day) such breach continues, all of this (to the extent necessary in deviation from the provisions of Section 6:92(1), (2) and (3) DCC) without prejudice to all legal remedies, including (but not limited to) the right to demand specific performance and/or claim full damages. A penalty owed pursuant to this clause is thus expressly not intended to be considered a substitute for the various forms of statutory damages.
CLAUSE 7. ONLINE SELLING AND RESELLING
7.1 A Customer is not permitted to sell or resell Marjan van Aubel Studio products online via the Customer’s own web shop, retail outlet, or otherwise, unless explicitly agreed by Marjan van Aubel Studio.
7.2 In the context of the exclusive and high-end image of Marjan van Aubel Studio’s designer and brand-name products (and the retention of that image), a Customer is prohibited from selling (or reselling) the products online via online platforms or auction websites operated by third parties (including – but not limited to – Marktplaats, Amazon, eBay, Facebook, Zalando, etc.) because, by engaging in such online sales, a reseller erodes, or may erode, the high-end image of Marjan van Aubel Studio’s designer and brand-name products and thus contravene Marjan van Aubel Studio’s marketing strategy, unless the Customer has obtained Marjan van Aubel Studio’s prior written consent;
7.3 If the Customer acts in contravention of Clause 8.2, the Customer will forfeit to Marjan van Aubel Studio – without any prior notice of default or judicial intervention being required – an immediately due and payable penalty that is not eligible for settlement or suspension in the amount of three times the sales price of the Product at that time. A penalty owed pursuant to this clause is expressly not intended to be considered a substitute for the various forms of statutory damages.
CLAUSE 8. GENERAL PROVISIONS
8.1 If, in a given case, Marjan van Aubel Studio refrains from invoking an applicable provision in the Terms and Conditions, this will not affect Marjan van Aubel Studio’s entitlement to invoke that provision or any other provision in a subsequent case.
8.2 Marjan van Aubel Studio is entitled to amend these Terms and Conditions unilaterally from time to time.
CLAUSE 9. DISPUTES: APPLICABLE LAW, COMPETENT COURT, ARBITRATION
9.1 These Terms and Conditions, as well as any separate purchase or other contracts ensuing therefrom or any disputes and/or non-contractual obligations relating thereto, are governed exclusively by the laws of the Netherlands.
9.2 Any disputes between Marjan van Aubel Studio and a Customer ensuing from – or relating to – these Terms and Conditions will be submitted in the first instance exclusively – and thus to the exclusion of any other court – to the competent section of the Amsterdam District Court, unless mandatory law confers jurisdiction upon another instance.
9.3 Contrary to the provisions of Clause 10.2, if a Customer is established in a non-EU Member State, Marjan van Aubel Studio will be exclusively entitled (in the form of discretionary authority) to choose that any dispute as referred to in Clause 10.3 shall be settled in accordance with the most recent and then-applicable version of the ‘Arbitration Rules of the Netherlands Arbitration Institute’ (NAI) in Rotterdam, the Netherlands. Unless the parties shall agree otherwise at that time: a) the arbitral tribunal shall be composed of one arbitrator; b) the arbitrator of the arbitral tribunal shall be appointed according to the ‘list procedure’ as laid down in the aforementioned Arbitration Rules; c) the proceedings shall be conducted in the Dutch language; d) the place of arbitration shall be Rotterdam; e) the arbitral tribunal shall decide as ‘amiable compositeur’ (in Dutch: “goede mannen naar billijkheid”) with due observance of the rule of law (that being Dutch law). f) consolidation of the arbitral proceedings with other arbitral proceedings, as provided for in Article 1046 of the Dutch Code of Civil Procedure and Article 39 of the Arbitration Rules of NAI, is excluded; g) the arbitration decision shall not be subject to appeal.
CLAUSE 10 DATE AND SOURCE
10.1 These General Terms and Conditions were adopted for the sales of the Product Sunne, for https://www.solarsunne.com/, by Marjan van Aubel Studio B.V. on January 1st 2022 and may be reviewed and downloaded via: terms and conditions.