General Terms and Conditions of Sale and Delivery of Cre8Design GmbH

CHAPTER I: GENERAL PROVISIONS

1. Applicability of These Conditions

1. These General Terms and Conditions apply to every offer, quotation, and agreement between Cre8Design GmbH (registered with the Amtsgericht Coesfeld, HRB 11086), hereinafter referred to as the "Seller," and the customer, insofar as these General Terms and Conditions are not expressly deviated from in writing by the parties.
2. Provisions that deviate from the terms contained in these General Terms and Conditions, such as the purchase or other general terms and conditions of the customer, shall not be binding between the parties unless they have been agreed upon with the Seller and expressly accepted in writing by the Seller.
3. A customer who has previously entered into agreements with the Seller, to which these General Terms and Conditions applied, shall be deemed to have tacitly agreed to the applicability of these General Terms and Conditions to subsequent agreements with the Seller.
    

2. Offers, Formation of the Contract

1. An offer made by the Seller is non-binding and valid for 30 calendar days unless otherwise stated. The Seller may still revoke an offer within two business days after acceptance by the customer. Obvious errors or mistakes in the offer do not bind the Seller.
2. The prices stated in an offer are exclusive of VAT, packaging costs, and transport, unless otherwise stated.
3. If the Seller has incurred costs for preparing the offer, the Seller is entitled to charge the customer for all costs incurred in preparing the offer.
4. The contract is formed as soon as the customer has accepted the offer in writing, unless the Seller revokes its offer, or the Seller has agreed in writing to the customer's order confirmation. The Seller reserves the right to decline any order at any time, for example, if the execution of the order would infringe upon the intellectual property rights of third parties. If the customer has submitted a request for deferred payment in accordance with Article 21 of these General Terms and Conditions, the contract is concluded under the suspensive condition of the Seller's acceptance of the deferred payment request.
5. If the customer has accepted the offer electronically (for example, by placing an order in the Seller's webshop), the Seller shall promptly confirm receipt of the acceptance of the offer electronically.
6. The Seller may, within the legal framework, assess whether the customer is able to meet their payment obligations, as well as any other facts and circumstances relevant to responsibly entering into the contract remotely. If the Seller has valid reasons based on this assessment to not enter into the contract, it is entitled to reject an electronic order or request with justification, or to impose special conditions on its execution.
7. The Seller reserves the right to execute the contract in parts and to invoice the agreement in parts.
8. Each agreement constitutes a separate transaction; any failure in the Seller's performance shall have no effect on the agreement concerning other deliveries.
    

3. Delivery Time, Acceptance

1. Unless otherwise agreed, delivery shall be made ex works at the Seller’s location. The Seller shall execute accepted orders with due care but within 30 days, unless a different delivery period has been agreed upon. The agreed delivery time shall never be regarded as a final deadline. The agreed delivery time shall be extended by the period during which the Seller is prevented from fulfilling its obligations due to force majeure, whereby the inability to procure the necessary materials or raw materials is expressly considered force majeure. Force majeure includes all circumstances beyond the Seller’s control that make it difficult or impossible for the Seller to manufacture, procure, sell, or deliver the products as stipulated in the contract.
2. If the parties have agreed that the Seller will deliver the products to the customer, and a delivery delay occurs or an order cannot be executed at all or only partially, the customer will be informed of this no later than 30 days after placing the order. In such a case, the customer has the right to cancel the contract without incurring any costs. In the event of cancellation in accordance with this paragraph, the Seller shall refund the amount paid by the customer as soon as possible, but no later than 14 days after the cancellation.
3. The risk of damage to and/or loss of the products shall remain with the Seller until the moment of delivery to the customer or a representative designated in advance and known to the Seller, unless expressly agreed otherwise.
4. If the customer fails to take delivery of the products before the expiration of a final agreed delivery period and/or unjustifiably refuses the products, the Seller may store the products at the customer’s expense, including the risk of quality degradation, such as variations in color and quality of the products. All costs incurred and to be incurred by the Seller in this regard shall be borne by the customer. The Seller is entitled to withhold delivery of the products until full payment of the storage costs has been made by the customer.
    

4. Quality and Description

1. The Seller shall deliver the products in accordance with the description, quality, and quantity specified in the product design or confirmation. The product design may differ in terms of colors from what the customer or their computer screen perceives. The customer is presumed to be familiar with and accepts this. Approval of the digital proof by the customer shall be deemed an acknowledgment that the Seller has correctly performed the preceding work.
2. The Seller shall not be liable for deviations, errors, or defects that have gone unnoticed by the customer in the proofs approved or corrected by the customer. Any proof requested by the customer shall be invoiced in addition to the agreed price, unless it has been expressly agreed that the cost of such proofs is included in the price.
3. Deviations in the materials and semi-finished products used by the Seller that are permitted under the general sales conditions applicable to the delivery of these materials and semi-finished products shall be considered minor deviations. The relevant conditions are available for inspection at the supplier's premises. The Seller shall provide the customer with a copy of these conditions free of charge upon request.
4. Deviations between the delivered product and the original design, drawing, copy, or model, or the composition, print, or other proof, shall not constitute grounds for rejection, discount, contract dissolution, or damages, provided such deviations are of minor significance or are customary in the industry.
5. The originals provided by the customer shall be handled with care. However, the Seller shall not be liable for any damage that may occur during processing. Uploaded files shall not be retained for longer than one month.
6. The customer should assume that the substrates used may, in some cases, not be fire-resistant. If fire resistance is required, it is the customer’s responsibility to notify the Seller in advance. In such a case, the Seller will endeavor to find a fire-resistant alternative in consultation with the customer.
    

5. Materials and Instructions Provided by the Customer

1. If the customer has agreed with the seller that they will supply materials or products for printing or processing, the customer must ensure that these are delivered in a timely and proper manner, deemed reasonable and suitable for normal scheduled production. The customer shall request instructions from the seller for this purpose.
2. The customer is required to supply, in addition to the materials or products needed for the agreed performance, a reasonable quantity for samples, waste, etc. The customer shall request the necessary specifications from the seller. The customer guarantees that the seller will receive a sufficient quantity. The confirmation of receipt of the materials or products by the seller or the quantity stated on the shipping documents shall serve as proof of receipt.
3. The seller is not obligated to inspect the goods received from the customer for their suitability before printing or processing.
4. The seller shall not be liable for failure to fulfill the contract if this is due to extraordinary or reasonably unforeseeable processing difficulties arising from the nature of the materials or products supplied by the customer, nor for deviations between the sample initially provided to the seller and the materials or products later supplied by the customer for production.
5. The seller does not guarantee properties such as durability, adhesion, gloss, color, light or color fastness, or abrasion resistance of the products if the customer has not provided written information about the properties and nature of the materials or products supplied by them, along with sufficient details about the applied pre-treatments and surface treatments, at the time of contract conclusion.
6. Unless expressly agreed otherwise, the seller is not liable for peeling, adhesion, smearing, changes in gloss or color, or damage to the materials and products received from the customer for printing or processing if these have undergone pre-treatments such as the application of varnish, coating, lacquer, or anti-smear powder.
7. The customer is obliged to inform the seller immediately of any special difficulties or health risks during the printing or processing of the materials and products supplied by them.
8. The seller is entitled to dispose of the remnants, such as cutting waste, etc., of the materials and products supplied by the customer as if they were their own property. Upon the seller's request, the customer is obliged to collect the unused materials and products, as well as the aforementioned remnants, at their own expense from the seller's premises.
    

6. Production Materials and Drawings of the Seller

1. If articles are manufactured according to drawings, samples, models, or other instructions provided by the customer to the seller, the customer guarantees that the production and/or delivery of these articles does not infringe any intellectual property rights, such as patent rights, trademark rights, usage rights, design rights, or other rights of third parties. The customer shall indemnify the seller against all related claims made by third parties against the seller. If any third party raises an objection to the production and/or delivery based on an alleged right as described above, the seller is entitled to immediately cease production and/or delivery and demand compensation for the incurred costs, without prejudice to the seller’s claims for further damages against the customer, and without the seller being liable for any damages to the customer.
2. All drawings, sketches, graphics, samples, models, photographs, print proofs, etc., that are created for the seller and/or provided to the customer remain the property of the seller and may not be reproduced, used, handed over, or shown to third parties, either in whole or in part, without the prior written consent of the seller. They must be returned to the seller immediately upon request.
3. All items produced by the seller, such as production materials, semi-finished products, and tools, particularly typesetting material, design drawings, models, working and detailed drawings, information carriers, computer software, databases, photographic images, lithographs, clichés, films, micro- and macro-mounts, printing plates, screen printing forms, gravure cylinders, types, cutting dies and forms, (foil) embossing forms, stamping plates, and peripheral devices, remain the property of the seller, even if they are listed as a separate item in the offer, quotation, or invoice.
4. The seller is not obligated to hand over the items mentioned in paragraph 3 of this article to the customer.
5. The seller is not obligated to store the items mentioned in paragraph 3 of this article for the customer. If the customer and the seller agree that these items will be stored by the customer, this will be done for a maximum of six months and without any warranty from the seller regarding their suitability for reuse.
    

7. Inspection of Products, Complaint Period

1. The customer is obliged to inspect the delivered products at the time of delivery. Complaints regarding deficiencies, defects, deviations from the specified specifications, or visible discrepancies/damages must be precisely described by the customer on the delivery notes signed by them. Late complaints will result in the forfeiture of all rights of the customer.
2. Non-visible deficiencies or defects must be reported in writing by registered mail to the seller no later than eight (8) days after their discovery, but within two months of the delivery date. Complaints must be precisely described by the customer.
3. Without the seller's consent, the customer is not entitled to return products that, in their opinion, exhibit defects.
    

8. Prices

1. If the cost prices increase during the period between the date of the offer and the date of delivery due to factors such as, but not limited to, government measures, salaries, import duties, the seller is entitled to increase the price charged to the customer accordingly. The customer, who does not act in the exercise of a profession or business (consumer), has the right to terminate the contract if the price change occurs within three months of the conclusion of the contract.
2. The seller has the right to demand that the customer makes an advance payment or provides security before the products are delivered.
3. Should the seller make obvious calculation errors, these can be corrected by the seller at any time.
    

9. Payment

1. All payments must be made within fourteen (14) days of the invoice date, unless otherwise agreed. Unless the customer is a consumer, the customer has no right to a discount, retention, or set-off.
2. If the customer fails to meet their payment obligations, or fails to do so properly, they will be in default without the need for any further notice or demand. If the customer is a consumer, they will only be in default after being reminded in writing to make payment, with a reasonable period for compliance being set, and this period expires without fulfillment. In the event of late payment, the seller is entitled to suspend all further deliveries, both under the contract to which the overdue payment relates and under other contracts with the customer.
3. In such a case, the seller is entitled to charge the customer the statutory (commercial) interest per month on the outstanding amount, calculated from the due date until the date of full payment. For this purpose, a part of a calendar month is considered a full calendar month.
4. All costs for the judicial and extrajudicial collection of the claim(s) shall be borne by the customer. If the customer is not a consumer, these costs shall be set at 15% of the invoice amount, without prejudice to the seller’s right to claim the actual costs incurred from the customer if these are higher.
5. If the customer attempts to arrange a debt settlement with their creditors, in the event of a bankruptcy application, application for suspension of payments, or WSNP (Dutch Debt Restructuring for Natural Persons Act), in the case of seizure and/or liquidation, dissolution or winding up of the company, if control over the customer’s company is taken over by one or more other parties within the meaning of the SER Merger Code, regardless of whether these codes apply to the takeover, as well as in the event of death and/or guardianship and/or revocation and/or reduction of a credit limit issued by the seller's credit insurer for the benefit of the customer, the seller is entitled to immediately terminate or cancel the contract, and all claims the seller has against the customer shall become immediately due, without prejudice to the right to claim further damages.
6. If the seller terminates or cancels the contract because the customer is declared bankrupt, the seller has the right to repurchase the products sold by them to the customer from the bankruptcy estate at the market value of the products at the time of repurchase.
7. The seller is always entitled, based on suspicions of reduced creditworthiness of the customer, to either suspend delivery or consider the contract dissolved for the future, unless the customer provides security within a period set by the seller for the correct and timely payment of what is owed by the customer. In both cases, the seller is entitled to compensation for the unfulfilled portion of the order. At the customer’s request, deliveries can be continued against security to be assessed by the seller.
    

10. Retention of Title

1. The seller retains ownership of all products delivered or to be delivered to the customer until the purchase price for all these products has been fully paid. The retention of title also applies to all obligations arising from this agreement that the seller may obtain against the customer.
2. The customer is obliged to store the products delivered under retention of title with due care and as identifiable property of the seller.
3. Should the customer fail to meet their payment obligations to the seller and/or give the seller reasonable grounds to believe that they will not fulfill these obligations, the seller is entitled to reclaim the products delivered under retention of title without the intervention of a third party, including but not limited to a judge. The customer hereby grants the seller permission to take possession of the relevant products and to enter the premises where the relevant products are located, as well as the premises granting access to them.
4. The customer is obliged to immediately inform the seller in writing if third parties assert rights to the products to which the seller’s retention of title applies.
5. The customer is obliged to insure the products against fire, explosion, and water damage, as well as against theft, for the duration of the retention of title, and to present the insurance policies to the seller for inspection upon first request.
6. As long as ownership of the products has not passed to the customer, the customer is not permitted to transfer, pledge, or otherwise encumber, sell, or lease the delivered products to third parties, regardless of the legal basis, unless otherwise agreed in writing.
7. If the seller takes back products in accordance with this article, the seller will, if necessary, issue a credit note. The products will then be credited at the market value of the products at the time of repossession. The customer is obliged to compensate for any loss in value of the products.

        8. If the customer resells the products to a third party and the purchase price for the products has not yet been (fully) paid, the customer is obliged, upon the seller's request, to assign or pledge                 the claim against that third party to the seller.
 

11. Force Majeure
 

In these general terms and conditions, the term "force majeure" refers to any situation beyond the seller's control – even if foreseeable at the time the contract was concluded – that permanently or temporarily prevents the fulfillment of the contract. This includes, but is not limited to, civil war, war risk, strike, lockout, transportation issues, fire, and other severe disruptions in the operations of the seller or its suppliers, as well as performance failures by the seller's suppliers.

1. If the seller is unable to fulfill its obligations due to force majeure, these obligations will be suspended until the seller is able to fulfill the contract as agreed.
2. If, at the onset of force majeure, the seller has already partially fulfilled its obligations or can only partially fulfill them, the seller is entitled to invoice the delivered or deliverable part separately. In such a case, the customer is obliged to pay this invoice as if it were a separate agreement.
3. If the seller is unable to fulfill its obligations to the customer within a reasonable period due to an event described in paragraph 1 of this article, both the seller and the customer have the right to terminate the contract without the seller being liable to compensate the customer for any damages related to the termination.
    

12. Liability

1. The seller's liability for all damages and costs caused by or directly related to an attributable failure to perform the contract, or caused by a tort committed by the seller, is always limited to the repair of the defective products or at least to their replacement. The customer is only entitled to replacement if the product cannot be repaired.
2. In any case, the seller's liability is limited to the net invoice amount of the relevant delivery.
3. The seller is never liable for indirect damages and costs, including but not limited to production damages, lost profits, and other indirect economic damages, transportation costs, downtime costs, third-party damages, operational losses, loss of production time, and missed opportunities.
4. The seller is not liable for damages caused by its personnel or by suppliers or other third parties engaged by the seller in the delivery of the products.
5. The seller is not liable for damages resulting from incorrect information provided by the customer. The seller is also not liable for printing or typographical errors in images, brochures, or on websites. The seller is not liable for the durability of the product against moisture, extreme UV radiation, and other extreme environmental factors. The seller cannot guarantee a 100% dust-free result in the production of Fine-Art Plexiglas and Fine-Art Aluminum products.
6. In the event of transportation damage, the seller is not liable if the buyer has confirmed receipt. The seller additionally informs the customer with a large sticker on the delivery/package.
7. The seller is not liable if the customer fails to follow the product instructions, including but not limited to safety regulations and storage advice.
8. The customer indemnifies the seller against all third-party claims for compensation, for which the seller's liability is excluded under these conditions in relation to the customer.
9. The provisions in paragraphs 1 to 4 of this Article 10 do not apply if the customer is a consumer.
    

13. Intellectual Property Rights

1. The customer acknowledges that intellectual property rights, including copyrights, may exist on the products, models, samples, logos, brochures, images, etc., delivered under the contract, as well as on their derivatives, which may belong to either the seller or third parties. The customer agrees to respect these rights and not to infringe upon them.
2. The customer is expressly prohibited from using, reproducing, publishing, making available to third parties, or otherwise utilizing these documents, materials, and/or products, as well as promotional materials, for purposes other than those stipulated in the contract between the seller and the customer, unless expressly authorized in writing by the seller.
3. By purchasing an art photograph from the seller, the customer acquires only ownership of the tangible item. The seller retains full ownership of the intellectual property rights related to the art photograph at all times. The customer is not permitted to reproduce, rent, publicly display, or use the seller’s products, including art photographs, for commercial purposes. However, the customer is entitled to sell the products.
4. If the customer becomes aware of any infringement of the industrial/intellectual property rights as described above, they must immediately notify the seller.
5. In the event of a breach of the provisions of this article, the customer shall forfeit a directly payable penalty of €50,000 to the seller, without prejudice to the seller’s right to seek performance and/or compensation for the actual damages incurred.
6. By placing an order for the reproduction or duplication of objects protected by copyright or any other proprietary right, the customer declares that no infringement of third-party copyrights will occur and indemnifies the seller against all legal and extrajudicial consequences, both financial and otherwise, arising from such reproduction or duplication. Should financial obligations toward the author or their successors arise from the reproduction or duplication, the customer shall bear these costs.
    

14. Miscellaneous

1. These general terms and conditions are drawn up in the Dutch language. In the event of a translation of these general terms and conditions into another language, the Dutch version shall be deemed authentic, and the terms used shall be understood and interpreted in the context of the Dutch legal system.
2. These general terms and conditions may only be amended in writing. This also applies to the requirement of written form itself.
3. Should any provision of these general terms and conditions be invalid, the remaining provisions shall remain fully effective. In such a case, the parties shall replace the invalid provision with a valid provision that aligns with the purpose and intent of these general terms and conditions and resembles the invalid provision as closely as possible.

15. Applicable Law and Jurisdiction

1. These general terms and conditions and all offers and agreements between the seller and the customer are exclusively governed by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods is expressly excluded.
2. The court of Overijssel (Almelo) shall have exclusive jurisdiction over disputes arising from these general terms and conditions or any agreement, although the seller reserves the right to bring an action against the customer before the competent court of the customer's place of residence.
    

CHAPTER II: WEBSHOP

In the event of an order placed through the seller’s webshop, the provisions of this Chapter II of these general terms and conditions shall apply in addition to the provisions in Chapter I. In case of a conflict between Chapter I and Chapter II, the provisions set forth in Chapter II shall take precedence.
 

16. Reflection Period / Right of Withdrawal

1. In the case of a consumer purchase made through the seller’s webshop, the customer has the right to return the delivered goods (in whole or in part) within a reflection period of 14 calendar days without providing any reason.
2. The reflection period referred to in paragraph 1 commences on the day after the customer, or a third party designated by the customer, who is not the carrier, has received the goods, or: a. if the customer has ordered multiple goods in a single order: the day on which the customer or a third party designated by him has received the last of the goods. b. if the delivery of a good consists of multiple shipments or parts: the day on which the customer or a third party designated by him has received the last shipment or the last part; c. in the case of agreements for the regular delivery of goods over a specified period: the day on which the customer or a third party designated by him has received the first product.
3. However, the right of withdrawal does not apply to:
   • Goods that have been custom-made according to customer specifications, such as tailor-made products or goods with a clearly personal character;
   • Service contracts after the service has been fully performed, but only if the execution began with the customer’s explicit prior consent and the customer has acknowledged that he will lose his right of withdrawal once the seller has fully performed the contract.

This means that the customer cannot withdraw from the purchase of products that the seller has manufactured at the customer's request, such as personalized photo products.
 

17. Obligations of the Customer During the Reflection Period

1. During the reflection period, the customer must handle the goods and packaging with care. The customer may only unpack or use the goods to the extent necessary to assess the nature, characteristics, and functioning of the goods. The principle here is that the customer may only handle and inspect the goods as he would be allowed to do in a store.
2. The customer is liable for any depreciation in the value of the goods resulting from handling the goods beyond what is permitted in paragraph 1.
    

18. Exercise of the Right of Withdrawal by the Customer and Associated Costs

1. If the customer wishes to exercise his right of withdrawal, he must notify the seller within the reflection period using the model withdrawal form or by making any other unequivocal statement.
2. As soon as possible, but no later than 14 days from the day following the notification referred to in paragraph 1, the customer shall return the goods or hand them over to the seller (or his authorized representative).
3. The customer shall return the goods with all supplied accessories, if reasonably possible in their original condition and packaging, and in accordance with the instructions provided by the seller.
4. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lie with the customer. The customer must prove that the goods delivered have been returned in time, for example, by providing proof of postal dispatch.
5. The customer shall bear the direct costs of returning the goods.
6. If the customer withdraws after having expressly requested that the performance of the service commence during the reflection period, the customer shall owe the seller an amount proportional to the part of the obligation that has been fulfilled at the time of withdrawal, compared to the full performance of the obligation.
    

19. Obligations of the Seller in Case of Withdrawal

1. The seller shall reimburse all payments made by the customer, including any delivery costs charged by the seller for the returned goods, without delay and within 14 days following the day on which the customer notifies him of the withdrawal. Unless the seller offers to collect the goods himself, he may withhold reimbursement until he has received the goods or until the customer provides proof that the goods have been returned, whichever is earlier. If the entire purchase is returned, the full purchase amount, including any shipping and/or payment fees charged, will be refunded to the customer. The customer shall bear the costs of returning the goods. If only part of the goods is returned, only the purchase value of the returned goods will be refunded.
2. The seller shall use the same payment method for the reimbursement that the customer used, unless the customer agrees to a different method.
3. If the customer has chosen a more expensive method of delivery than the cheapest standard delivery, the seller is not required to refund the additional costs for the more expensive method.
4. The return shipment of the goods is entirely at the customer’s expense and risk.
    

20. Complaint Procedure

1. The seller has a complaints procedure and handles complaints in accordance with this procedure. The customer can also submit a complaint through the EU Online Dispute Resolution platform at: http://ec.europa.eu/consumers/odr/.
2. Complaints regarding the execution of the contract must be submitted to the seller fully and clearly described within a reasonable period after the customer has identified the defects. Complaints can be reported to: klantenservice@cre8design.eu.
3. Complaints submitted to the seller will be answered within 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, the seller will respond within 14 days with an acknowledgment of receipt and an indication of when the customer can expect a more detailed response.
4. The customer must give the seller at least 4 weeks to resolve the complaint by mutual agreement. After this period, a dispute arises that is subject to dispute resolution.
5. A complaint about a product, service, or the seller's service can also be submitted via a complaint form on the Stichting Webshop Keurmerk website at www.keurmerk.info. The complaint will then be sent to both the seller and the Stichting Webshop Keurmerk. If the complaint cannot be resolved by mutual agreement, a dispute arises that is subject to dispute resolution.
    

21. Disputes Stichting Webshop Keurmerk

1. Disputes between the customer and the seller regarding the conclusion or performance of agreements relating to products to be delivered or already delivered by the seller can be submitted by both the customer and the seller to the Disputes Committee Webshop, Postbus 90600, 2509 LP, The Hague (www.sgc.nl), subject to the following provisions.
2. A dispute will only be handled by the Disputes Committee if the customer has first submitted their complaint to the seller within 8 days.
3. No later than three months after the dispute arises, the dispute must be submitted in writing to the Disputes Committee.
4. If the customer wishes to submit a dispute to the Disputes Committee, the seller is bound by this choice. If the seller wishes to do so, the customer must, within five weeks of a written request from the seller, declare in writing whether they also wish to submit the dispute to the Disputes Committee or prefer to have it resolved by the competent court. If the seller does not receive the customer’s response within the five-week period, the seller is entitled to submit the dispute to the competent court.
5. The Disputes Committee makes its decisions under the conditions set out in the Committee’s regulations. The Committee’s decisions are made by way of binding advice.
6. The Disputes Committee will not handle or will discontinue the handling of a dispute if the seller has been granted a suspension of payments, has been declared bankrupt, or has effectively ceased its business activities before the dispute has been handled in a hearing and a final decision has been made.
7. If, in addition to the Disputes Committee Webshop, another recognized or affiliated dispute committee of the Stichting Geschillencommissies voor Consumentenzaken (SGC) or the Financial Services Complaints Institute (Kifid) is competent, the Disputes Committee Webshop has exclusive competence for disputes primarily concerning the method of remote sales or services. For all other disputes, the other recognized dispute committee affiliated with SGC or Kifid is competent.
    

22. Industry Guarantee of the Stichting Webshop Keurmerk

1. The Stichting Webshop Keurmerk guarantees the fulfillment of the binding recommendations of the Disputes Committee Webshop by its members, unless the member decides to submit the binding recommendation to judicial review within two months of its issuance. This guarantee will be reinstated if the binding recommendation is upheld after judicial review and the resulting judgment becomes final. Up to a maximum amount of €10,000 per binding recommendation, this amount will be paid out to the customer by the Stichting Webshop Keurmerk. For amounts exceeding €10,000 per binding recommendation, €10,000 will be paid out. For the remaining amount, the Stichting Webshop Keurmerk has a best-efforts obligation to ensure that the member complies with the binding recommendation.
2. For the application of this guarantee, it is required that the customer submits a written request to the Stichting Webshop and assigns their claim against the seller to the Stichting Webshop Keurmerk. If the claim against the seller exceeds €10,000, the customer will be offered the option to assign their claim, to the extent it exceeds the amount of €10,000, to the Stichting Webshop Keurmerk. This organization will then pursue payment of this amount in its own name and at its own expense to satisfy the customer.
    

CHAPTER III: PAYMENT ON INVOICE

In the case of an order placed in the seller’s webshop where the customer selects the "Payment on Invoice" option, the provisions in this Chapter III of the General Terms and Conditions shall apply in addition to the provisions in Chapters I and II. In the event of a conflict between the preceding chapters and this Chapter III, the provisions of this Chapter III shall prevail.

If the customer uses the seller's payment service for payment on invoice, they agree to the payment terms of Arvato Finance B.V., operating under the name AfterPay. The seller is not responsible or liable for the content of the payment terms of AfterPay.
 

PAYMENT TERMS FOR CONSUMERS

Acceptance and Payment Terms of Arvato Finance B.V., operating as AfterPay (Version 3.0, May 2018)

These contractual conditions apply to the customer’s visit to the AfterPay website, the customer’s application for payment on invoice and its assessment, and, upon approval of the application, to the AfterPay payment service.
 

Article 1: Evaluation of the Application

1. You have placed an order and chosen to pay via the AfterPay service of Arvato Finance B.V., which operates under the trade name AfterPay (hereinafter referred to as "AfterPay"). 
   Your choice does not immediately result in an agreement with the merchant that allows you to pay via AfterPay. The merchant and AfterPay expressly reserve the right to reject your application without providing reasons. This decision depends on the outcome of the review of your information.
2. If possible, the result of the review will be displayed to you online immediately, including whether your application is conditionally approved or not. This conditional approval is, in principle, only the result of a data review by us. If you wish, you can receive a written notification with a justification. You may also contact AfterPay’s customer service by phone one business day after your application.
3. AfterPay may, within one business day after the initial conditional acceptance of your application to pay with AfterPay, convert this into a rejection and thereby deny your use of payment via AfterPay. The conditional acceptance is linked to the fact that the approval is currently only the result of a limited data review.
4. Every merchant is entitled to assess you as a consumer when entering into a purchase agreement. For this purpose, the merchant uses AfterPay when you choose to pay with AfterPay. The following information is required for this:
   1. The name and contact details. This address must not be a P.O. Box and must be located in the Netherlands;
   2. The registration number in the Chamber of Commerce’s trade register if you are purchasing through your business (sole proprietorship/general partnership/partnership);
   3. If you wish to pay as a sole proprietorship, general partnership, or partnership, you must also provide the names of the owner of the sole proprietorship or the partners who legally represent the business at the time of application;
   4. The account number you will use to pay AfterPay (in the case of a one-time direct debit);
5. To pay with AfterPay, you must meet the following conditions:
   1. You have a billing and delivery address in the Netherlands. This address must not be a P.O. Box;
   2. You have not been declared bankrupt, are not under suspension of payment, guardianship, or administration, and no application has been submitted. You are also not in a situation where you can no longer pay your debts on time.
   3. You are authorized or represented by someone who can legally represent you and is authorized to act on your behalf;
   4. The value of the order is not lower or higher than the amount that the merchant allows you to pay afterward;
   5. By providing your details to use the AfterPay payment solution, you expressly agree that AfterPay may process and review your data in such a way that AfterPay can properly and carefully assess and inform whether your payment request is (conditionally) accepted;
   6. By submitting this application to pay with AfterPay, you declare that you can and will fully and timely fulfill the payment obligations arising from your order by paying AfterPay in Heerenveen.
       

Article 2 Payment Method

1. Your choice to pay using the AfterPay post-payment service, following the acceptance of your request, means that the rights concerning the amount owed by you due to your order are transferred from the seller to AfterPay. 
   This means that after acceptance by AfterPay, you can only discharge your payment obligation by paying AfterPay. AfterPay will send you an invoice for the amount due, separate from the delivery of the order. The invoice may be sent digitally via email or through the SEPA direct debit procedure. If you pay someone other than AfterPay, your payment obligation to AfterPay remains. In such a case, you may need to make an additional payment directly to AfterPay in Heerenveen.
2. AfterPay reserves the right – to the extent permitted by law – not to refund any payment costs and/or other costs in the event of a return of the order.
3. If you choose the AfterPay post-payment service in combination with the automatic debit option, you expressly authorize AfterPay to automatically debit the (delivery) costs from the (bank) account you provided. You will have discharged your payment obligation once the debit is successfully completed, and the reversal period has expired. Once your request to pay via AfterPay has been accepted and you are paying via the SEPA direct debit procedure, we will send you a prior notification confirming your direct debit instruction. You will receive this prior notification 5 days before the debit occurs. By choosing the AfterPay payment service, you agree to this 5-day period.
4. AfterPay is entitled to exercise the same rights that the seller can or could exercise against you based on the order.
5. AfterPay is at all times entitled to unilaterally transfer the claim against you to a third party.
    

Article 3 Costs of the Payment Instruction

1. Any (bank-related) processing costs for the payment instruction(s) of the applicant shall be at your expense and risk.
2. If you have chosen the option to pay via SEPA direct debit, you must ensure that there are sufficient funds in the account you have provided. If the due amount cannot be debited from your account, AfterPay may charge fees (increase). You can avoid this by paying on time. If AfterPay is unable to collect the amount, even after you are in default, the claim will be handed over to a debt collection agency, and you will be charged higher costs (extrajudicial collection costs).
3. You can legally revoke the direct debit up to one day before the direct debit transaction. In this case, Article 6.1 applies, and AfterPay may also charge additional fees in addition to the costs specified in Article 6.
    

Article 4 Payment Term

Your payment must be received by AfterPay within 14 days of the invoice date unless a different term has been agreed upon in writing.
 

Article 5 Change of Address

You are obliged to inform AfterPay of any change to your (email) address. Until AfterPay has received notice of a change of address, you are presumed to reside at the last address known to AfterPay. Address changes must be reported by email or in writing to the customer service of Arvato Finance B.V. h/o AfterPay, P.O. Box 434, 8440 AK Heerenveen, telephone 020 7230 270. For a telephone call with AfterPay, you only pay the costs of your telephone provider.
 

Article 6 Default

1. If payment is not made within the period specified in Article 4, the amount due becomes immediately payable, and you will be in default without further notice.
2. If payment is not made within 14 days of the invoice date, AfterPay will send you a reminder to notify you of the overdue payment. If this reminder is ignored, AfterPay will issue a second written reminder and will increase the amount due by administrative costs. If this reminder is also ignored and AfterPay must send a final payment demand, the administrative costs will be further increased.
3. From the moment you are in default, AfterPay is entitled to charge statutory interest per month on the outstanding amount. Additionally, you are required to pay administrative costs as per the Dutch Collection Costs Act (Wet Incassokosten) in connection with the reminders sent by AfterPay. AfterPay will charge you for all reasonable costs incurred for both extrajudicial and judicial collection of the claim.

AfterPay is entitled to debit the total outstanding amount, including costs and interest, via direct debit or one-time charge from your bank account, provided you have chosen this payment option. The minimum amount that AfterPay will charge for extrajudicial collection costs in the event of default is €40.

        4. If costs have arisen due to your fault, all subsequent payments will first be applied to these costs. Only after these have been fully paid will your payment be applied to the originally owed                       amount.
 

Article 7 Protection of Personal Data for Natural Persons and Data Usage

AfterPay respects the privacy of every individual and ensures that information about natural persons is treated confidentially. AfterPay processes personal data to confirm your identity, assess your creditworthiness, enable you to make purchases on account, for administrative purposes, to prevent fraud, to conduct a risk assessment, to prevent money laundering, and to comply with legal obligations. Personal data refers to information that can be directly or indirectly traced back to you. Below are examples of the types of personal data that AfterPay is authorized to process:

1. Contact information: Name, address, date of birth, email address, telephone number
2. Payment information: Invoice data, account number
3. Financial information: Negative payment history, WSNP notification (Debt Restructuring for Natural Persons Act)
4. Information about goods/services: Details of your order
5. Historical information: Your order history with AfterPay

We reuse the data you have previously provided to us and may share this information with credit reference agencies and anti-money laundering screening companies to assess your creditworthiness, conduct a risk assessment, and confirm your identity before you can use AfterPay. If you have previously used AfterPay’s services, information about you may have been stored for administrative purposes. Where possible, AfterPay will use this information to confirm your identity and facilitate the use of AfterPay. AfterPay utilizes electronic communication (email, SMS) to contact you. You have the right to access the personal data that AfterPay holds about you, to correct this data, and to request its deletion. Such requests can be sent to privacy@afterpay.nl. Your personal data may be shared for administrative purposes with the webshop where you placed your order, as well as with authorities or other government bodies if AfterPay is required to do so. AfterPay may also share your personal data with other companies within the Arvato Financial Solutions Group. AfterPay is ultimately responsible for the processing of your personal data and refers to its privacy statement for a full description of the processing of personal data by AfterPay. By agreeing to these terms, you also agree to the privacy statement.
 

Article 8 Cookies

AfterPay uses cookies on its website. Cookies are small files that are temporarily stored on your hard drive and are used to collect information about the use of AfterPay’s website. This enables your computer to be automatically recognized when you revisit our website. Depending on your settings, your internet browser may automatically accept cookies. You can change your browser settings at any time and also use AfterPay’s website without cookies.
 

Article 9 Liability

1. AfterPay can only be held liable for damages that are attributable to intent or gross negligence, or that arise from circumstances that, according to mandatory legal provisions, fall within its responsibility. AfterPay is never liable for consequential or operational damages, indirect damages, or lost profits or revenue.
2. If AfterPay is obliged to pay compensation for any reason, the amount of compensation will never exceed the invoice value of the product or service that caused the damage.
    

Article 10 Applicable Law and Jurisdiction

Dutch law exclusively governs the services provided by AfterPay and all contracts it enters into. Disputes shall be submitted to the competent court in Northern Netherlands, unless the law explicitly designates another jurisdiction.
 

PAYMENT TERMS FOR BUSINESSES

The present contractual conditions apply to the visit to the AfterPay website, the customer's request to purchase on account, the evaluation of this request, and, upon approval, the use of the AfterPay purchase-on-account service. The term "applicant" used in the following articles refers to the company that submits a request to use the AfterPay purchase-on-account service.
 

Article 1 Evaluation of the Application

1. If you, as a business (hereinafter also referred to as "company"), request to pay the supplier via the purchase-on-account service (AfterPay®) of Arvato Finance B.V., operating under the name AfterPay (hereinafter referred to as "AfterPay"), this does not immediately result in an agreement allowing you to pay via AfterPay. The supplier and AfterPay expressly reserve the right to reject an application without providing reasons. If possible, you will be informed directly online whether your request is approved, rejected, or conditionally approved. This conditional approval is generally only the result of a data review. Upon request, you can receive written notification with reasons for the decision. You can also contact AfterPay customer service by phone after one business day.
2. AfterPay may, within one business day after the initial conditional approval of your request to pay with AfterPay®, still convert this into a rejection and thus deny the use of AfterPay®. The conditional approval is based on a limited data review.
3. Every supplier is entitled to conduct a check when entering into a purchase agreement with a consumer. For this purpose, the supplier uses AfterPay if you, as a company, choose to pay via AfterPay®. The following information is required for this:
   
   1. The name, address, and contact details (NAW). This address cannot be a P.O. box and must be located in the Netherlands;
   2. The company's registration number in the Chamber of Commerce trade register;
   3. The names of the owner of the sole proprietorship or partners of the general partnership who legally represent the company during the application, or, in the case of a limited liability company or corporation, the person authorized to legally represent the company when concluding the purchase or service agreement for which you, as a business, request payment via AfterPay;
   4. The bank account details of the company applying to pay with AfterPay®.
4. In order to pay with AfterPay®, your company must meet the following conditions:
   
   1. The company has an invoice and delivery address in the Netherlands. This address cannot be a P.O. box;
   2. The company has not been declared bankrupt, is not under a moratorium, and (in the case of partnerships and sole proprietorships) you are not under guardianship or administration, nor has such an application been made. The company is also not in a situation where it is unable to pay its debts on time;
   3. The company is represented by someone who can legally represent the company and is authorized to act on its behalf;
   4. The order value is neither below nor above the amount the supplier allows for purchase on account;
   5. By providing the company's data to use the AfterPay® payment option, you expressly consent on behalf of the company to the processing and verification of this data, allowing AfterPay to reliably and carefully assess the payment request and inform you whether the payment request has been (conditionally) approved;
   6. By requesting payment via AfterPay®, the company declares that it can and will fully and timely meet the payment obligations arising from your order/service request by paying AfterPay in Heerenveen.
       

Article 2 Payment Method

1. The selection of the “AfterPay®” payment option provided by Arvato Finance B.V. implies that, upon acceptance of your request, the rights regarding the amount owed by your company due to your order/service request are transferred from the supplier to AfterPay. This means that, after acceptance by AfterPay, you can only discharge your payment obligation by paying AfterPay. AfterPay will send your company an invoice for the amount owed, separately from the delivery of the order. The invoice may be delivered digitally via email, on paper by post, or through the SEPA direct debit procedure. If the company makes a payment to any party other than AfterPay, the payment obligation to AfterPay remains. In this case, the company may be required to make another payment to AfterPay in Heerenveen.
2. AfterPay reserves the right—where legally permissible—to withhold reimbursement of any payment costs and/or other expenses in the event of a return of the order or contract termination with the supplier by your company.
3. If your company chooses the AfterPay® service in combination with the SEPA direct debit procedure, you, as a company, expressly authorize AfterPay to automatically collect the costs from the (bank) account specified by you. Payment is considered discharged once the direct debit has been successfully completed and the reversal period has expired. Upon acceptance of your request to pay via AfterPay® and your company’s payment through the SEPA direct debit procedure, we will send your company a pre-notification confirming the direct debit order. This pre-notification will be sent to your company 5 days before the debit is processed. By choosing the AfterPay® payment option, your company agrees to the 5-day period.
4. AfterPay is entitled to exercise the same rights that the supplier could assert against your company based on the order/service.
5. AfterPay reserves the right to unilaterally assign the claim against your company to a third party at any time.
    

Article 3 Payment Order Costs

1. Any (bank-related) processing fees for the company’s payment order(s) are at its own expense and risk.
2. If the company has chosen the SEPA direct debit procedure, it must ensure that sufficient funds are available in the account specified. In the event that the owed amount cannot be collected from the company’s bank account, AfterPay may charge additional fees (fee increase). This can be avoided by timely payment. If AfterPay is unable to collect the amount, even after the company has defaulted, the claim will be transferred to a third party, and higher costs (extrajudicial collection costs) will be charged.
3. Up to one day before the direct debit transaction, the company can legally revoke the direct debit order. In such a case, Article 6.1 will apply, and AfterPay may also charge additional fees in accordance with Article 6.
    

Article 4 Payment Deadline

The payment owed by the company as a result of the contract with the supplier must be received by AfterPay within 30 days of the invoice date, unless a different period has been agreed in writing with the company.
 

Article 5 Change of Address

The company is obligated to notify AfterPay of any change in address or email. Until AfterPay receives notification of a change of address, the company will be considered to be residing at the last address known to AfterPay. Address changes must be communicated via email or in writing to the customer service department of Arvato Finance B.V. h/o AfterPay, Postbus 434, 8440 AK Heerenveen, Telephone 020 - 7 230 270.
 

Article 6 Default

1. If the company fails to pay within the period specified in Article 4, the amount owed will become immediately due, and the company will be in default without further notice.
2. If the company does not pay within 14 days of the invoice date, AfterPay will send a reminder to the company to highlight the missed payment deadline. Should the company fail to comply with this reminder, AfterPay will send a (second) written reminder and increase the amount owed by adding administrative costs. If this reminder is also disregarded and AfterPay must send a final notice (summation), the administrative costs will be increased again.
3. From the moment the company is in default, AfterPay is entitled to charge the statutory interest rate per month on the outstanding amount. Additionally, the company will owe administrative costs related to the payment reminders sent by AfterPay. AfterPay will charge the company all reasonable costs for debt collection, both extrajudicial and judicial. In the event of choosing automatic debit or a one-time direct debit authorization, AfterPay is entitled to debit the total amount owed, including costs and interest, from the company’s bank account via automatic debit or direct debit authorization. The minimum amount that AfterPay charges as extrajudicial collection costs in the event of default is €40 (forty euros).
4. If costs have been incurred due to a failure attributable to the company (non-performance), subsequent payments made by the company will first be applied to the already incurred costs. Only after these costs have been fully paid can payments be applied to the originally owed amount of the company.
    

Article 7 Protection of Personal Data and Use of Data

1. AfterPay respects the privacy of every individual and ensures that information about natural persons is treated confidentially. In this context, AfterPay refers to its privacy policy, which is published on its website www.afterpay.nl. There, you can read all about the processing of personal data, request information about the personal data being processed, and learn about the exercise of rights under the Data Protection Act.
    

Article 8 Liability

1. AfterPay can only be held liable for damages resulting from intent or gross negligence, or for damages caused by circumstances that fall within its responsibility under mandatory law. AfterPay shall never be liable for consequential or operational damages, indirect damages, or loss of profit or revenue.
2. Should AfterPay be obliged, for any reason, to compensate any damage, the compensation will never exceed an amount equal to the invoice value of the product or service that caused the damage.
    

Article 9 Applicable Law and Jurisdiction

The services provided by AfterPay and all contracts concluded by it are exclusively governed by Dutch law. Disputes will be submitted to the competent court in Zwolle, unless the law expressly designates another competent court.