Article 1 - Definitions
- MovieWalks, established in Lisse, the Netherlands, KvK number 280 95 909, shall be referred to in these General Terms and Conditions as seller.
- The other party of seller shall be referred to in these General Terms and Conditions as buyer.
- The parties are the seller and the buyer together.
- Agreement means the purchase agreement between the parties.
Article 2 - Applicability of general terms and conditions
- These terms and conditions shall apply to all quotations, offers, agreements, and delivery of services or goods by or on behalf of seller.
- Deviation from these terms and conditions shall only be possible if expressly agreed in writing by the parties.
Article 3 - Payment
- The total purchase price is always paid immediately in the webshop. For reservations, a down payment is expected in some cases. In that case, the buyer shall receive proof of the reservation and the advance payment.
- If the buyer does not pay on time, he shall be in default. If the buyer remains in default, the seller shall be entitled to suspend the obligation until the buyer has fulfilled his payment obligation.
- If the buyer remains in default, the seller will proceed to collection. The costs related to such collection shall be at the buyer's expense. These collection costs shall be calculated following the Compensation for Extrajudicial Collection Costs Decree.
- In the event of liquidation, bankruptcy, attachment, or suspension of the buyer's payment, the seller's claims on the buyer shall be immediately due and payable.
- Suppose the buyer refuses to cooperate in the execution of the order by the seller. In that case, he shall still be obliged to pay the agreed price to the seller.
Article 4 - Offers, quotations, and price
- Offers shall be without obligation unless the offer specifies a period for acceptance. If the offer is not accepted within that period, the offer shall lapse.
- Delivery times in offers are indicative and, if exceeded, do not entitle the buyer to dissolution or compensation unless the parties have expressly agreed otherwise in writing.
- Offers and quotations shall not automatically apply to repeat orders. The parties must agree to this explicitly and in writing.
- The price stated on offers, quotations, and invoices shall consist of the purchase price, including the VAT payable and any other government levies.
Article 5 - Right of withdrawal
- After receiving the order, the buyer is entitled to dissolve the agreement within 14 days without giving reasons (right of withdrawal). The period starts when the buyer receives the (entire) order.
- There is no right of withdrawal if the products are made to a customized specification or have a short shelf life.
- The buyer may use a withdrawal form provided by the seller. The seller shall be obliged to make this available to the buyer immediately after the buyer's request.
- During the reflection period, the buyer shall handle the product with care. He shall not use the product as this is not necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he shall return the unused product to the seller following the reasonable and clear instructions provided by the seller.
Article 6 - Modification of the agreement
- If, during the execution of the agreement, it appears that for the proper execution of the assignment, it is necessary to change or supplement the work to be done, the parties shall adapt the agreement accordingly at times and in mutual consultation.
- Suppose the parties agree that the agreement is amended or supplemented. In that case, this may affect the time of completion of the execution. The seller shall inform the buyer of this as soon as possible.
- Suppose the amendment or supplement to the agreement has financial and/or qualitative consequences. In that case, the seller shall inform the buyer in writing in advance.
- Suppose the parties have agreed on a fixed price. In that case, the seller shall also indicate the extent to which the change or supplement to the agreement will result in this price being exceeded.
- Contrary to the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is the result of circumstances attributable to them.
Article 7 - Delivery and passing of risk
- As soon as the buyer receives the purchased item, the risk passes from the seller to the buyer.
Article 8 - Examination and complaints
- The buyer shall be obliged to examine the delivered goods or have them inspected at the time of delivery or transfer, but in any event, within as short a period as possible. In doing so, the buyer shall examine whether the quality and quantity of the goods delivered are in accordance with what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable to them in regular (commercial) dealings.
- Complaints regarding damage, shortages, or loss of delivered goods must be submitted to the seller in writing within ten working days from the day of delivery of the goods by the buyer.
- Suppose the complaint is upheld within the specified period. In that case, the seller shall be entitled to either repair, redeliver or abandon delivery and send the buyer a credit note for that part of the purchase price.
- Minor and/or industry-standard deviations and differences in quality, quantity, or finish cannot be held against the seller.
- Complaints regarding a specific product do not affect other products or parts of the same agreement.
- After the use of the product by the buyer, no complaints will be accepted.
Article 9 - Delivery
- The seller shall ensure delivery of the purchase in a careful manner at the location indicated by the buyer as the delivery address.
- If the goods are delivered, the seller shall be entitled to charge any delivery costs.
- The buyer shall be obliged to take delivery of the goods at the time the seller delivers them or has them delivered to him or at the time when the goods are made available to him in accordance with the agreement.
- Suppose the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery. In that case, the seller shall be entitled to store the goods at the buyer's expense and risk.
- Suppose the seller requires the buyer's information for the agreement's performance. In that case, the delivery period shall commence after the buyer has made such information available to the seller.
- A delivery period stated by the seller is indicative. It shall never be a deadline. If the term is exceeded, the buyer must give the seller notice of default in writing.
- The seller shall be entitled to deliver the goods in parts unless the parties have agreed otherwise in writing or the partial delivery has no independent value. In the event of delivery in parts, the seller shall be entitled to invoice these parts separately.
Article 10 - Force majeure
- Suppose the seller cannot fulfill his obligations under the agreement or cannot fulfill them on time or properly due to force majeure. In that case, he shall not be liable for damage suffered by the buyer.
- By force majeure parties mean, in any case, every circumstance that which seller could not take into account at the time of entering into the agreement and as a result of which buyer cannot reasonably require the normal execution of the agreement, such as for example, illness, war or threat of war, riots, acts of war, sabotage, terrorism, energy failure, internet failure, flooding, earthquake, fire, occupation of premises, strikes, lock-outs, changed government measures, transport difficulties and other disruptions in seller's business.
- Furthermore, the parties shall understand by force majeure the circumstance that supplying companies on which the seller is dependent for the execution of the agreement fail to comply with the contractual obligations towards the seller unless this is attributable to the seller.
- Suppose a situation as referred to above occurs because the seller cannot fulfill its obligations to the buyer. In that case, those obligations shall be suspended for as long as the seller cannot fulfill them. Suppose the situation referred to in the previous sentence lasted 30 calendar days. In that case, the parties shall be entitled to dissolve the agreement in writing in whole or in part.
- Suppose the force majeure continues for more than three months. In that case, the buyer shall be entitled to dissolve the agreement immediately. Dissolution can only be done by registered letter.
Article 11 - Transfer of rights
- A party's rights under this agreement cannot be transferred without the prior written consent of the other party. This provision shall be deemed a clause with effect under property law as referred to in article 3:83, second paragraph, Civil Code (The Netherlands).
Article 12 - Retention of title and right of retention
- The goods and parts delivered to seller shall remain seller's property until buyer has paid the entire agreed price. Until then, seller may invoke its retention of title and repossess the goods.
- If the agreed advance payment amounts are not paid or not paid in time, the seller shall be entitled to suspend the work until the agreed part has been paid. This shall constitute creditor default. Late delivery cannot be held against the seller in that case.
- The seller shall not be authorized to pledge or otherwise encumber goods subject to its retention of title.
- The seller undertakes to insure the goods delivered to the buyer under retention of title and to keep them insured against fire, explosion, and water damage as well as against theft and to make the policy available for inspection on first demand.
- If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the seller shall have the right of retention. The goods shall then be delivered once the buyer has paid in full and in accordance with the agreement.
- In case of liquidation, insolvency, or suspension of payment of the buyer, the obligations of the buyer shall become immediately due and payable.
Article 13 - Liability
- Any liability for damage arising from or related to the execution of an agreement shall always be limited to the amount paid out in the case in question by the liability insurance(s) taken out. This amount shall be increased by the amount of the excess under the relevant policy.
- Not excluded is the seller's liability for damage resulting from intent or deliberate recklessness on the part of the seller or its managerial subordinates.
Article 14 - Obligation to complain
- The buyer shall be obliged to report complaints about the work carried out to the seller immediately. The complaint shall contain as detailed a description as possible of the shortcoming so that seller can respond adequately.
- If a complaint is well-founded, seller shall repair and possibly replace the goods.
Article 15 - Guarantees
- The seller shall ensure that each purchase meets the specifications of the offer and the reasonable requirements for normal use.
- Any seller's or manufacturer's warranty provided by the seller to the buyer shall not affect the scope of the statutory warranty.
- The guarantee does not apply when the defect has arisen due to injudicious or improper use or when - without permission - the buyer or third parties have made changes or attempted to make changes or have used the purchased item for purposes for which it is not intended.
- Suppose the guarantee provided by seller concerns a good produced by a third party. In that case, the guarantee shall be limited to the guarantee provided by the producer.
Article 16 - Intellectual property
- MovieWalks retains all intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) to all products, designs, drawings, writings, carriers containing data or other information, offers, illustrations, sketches, models, models, etc. unless the parties have agreed otherwise in writing.
- The buyer may not copy, show and/or make available to third parties or otherwise use said intellectual property rights without the prior written consent of MovieWalks.
Article 17 - Amendments to general terms and conditions
- MovieWalks shall be entitled to amend or supplement these General Terms and Conditions.
- Changes of minor importance may be made at any time.
- Significant substantive changes will be discussed by MovieWalks with the buyer in advance as much as possible.
- The buyer shall be entitled to terminate the agreement in case of a material change to the General Terms and Conditions.
Article 18 - Applicable law and competent court
- Any agreement between the parties shall be governed by Dutch law.
- The seller shall have a complaint-handling procedure accessible to the buyer.
- If the buyer has a complaint, this complaint must be made known to the seller immediately and clearly described.
- The seller shall respond to complaints within 14 days.
- The applicability of the Vienna Sales Convention is excluded.
- In the event of an irresolvable complaint, it may also be submitted to the competent court.
- Suppose in legal proceedings, one or more provisions of these general terms and conditions are deemed unreasonably onerous. In that case, the remaining provisions shall remain in full force.
These general terms and conditions shall apply from 1 December 2022.