General Terms and Conditions Atelier Annette van der Swaluw

1. General
   In these general terms and conditions the following definitions apply:
   1.1 Contractor/seller: Atelier Annette van der Swaluw
   1.2 Client/buyer: the party that has requested a quote from the contractor or has given an order to provide services or create and/or deliver work of a (in)material nature. Prospective clients are also regarded as clients.
   1.3 Assignment/purchase agreement: the assignment agreement and/or the agreement whose essentials are shown in the invoice or invoice, whereby the buyer purchases a service or work of art.
   1.4 Work of art: the work that is further indicated in the invoice.
   1.5 Exhibition: the occasion on which works of art are or will be shown.
   1.6 Parties: client and contractor.
   1.7 In writing: written, printed or by e-mail.
2. Applicability
   2.1 These general terms and conditions apply to all quotations from the contractor, to all agreements between parties and to all agreements resulting from them.
   2.2 These general terms and conditions also apply to assignments with the contractor in which third parties are involved.
   2.3 Oral agreements, deviations from and additions to these general terms and conditions are only valid if they have been confirmed in writing by the contractor.
   2.4 The contractor expressly rejects the applicability of any general terms and conditions of the client, unless otherwise agreed.
3. Quotations
   3.1 A quotation is any written form of offer made by or on behalf of the contractor, including offers, quotations and proposals.
   3.2 All quotations are without obligation and valid for one month, unless otherwise agreed.
   3.3 Unless otherwise stated or agreed, all prices quoted by the contractor include VAT and other government levies. A statutory increase or reduction in VAT or other government levies can always be passed on in the price.
   3.4 Quotations from the contractor are based on information provided by the client. The client guarantees its accuracy and completeness.
   3.5 Rates, fees and discounts stated in the quotation or in the agreement apply exclusively to the assignment for which this has been agreed.
   3.6 If the client wishes additions or changes to the agreed assignment, the contractor can only demand an increase in the price if he has informed the client in a timely manner of the resulting price increase, unless the client should have understood a price increase on his own.
   3.7 Shipping and packaging costs are borne by the buyer, unless expressly agreed otherwise.
4. Conclusion of the agreement
   4.1 An agreement is concluded when the client agrees verbally or in writing with the contractor’s quotation, without modification or addition.
   4.2 An agreement is also concluded if the contractor starts carrying out the assignment with the consent of the client. In that case, the content of the quotation is deemed agreed.
   4.3 If the order confirmation conflicts with the general terms and conditions, the (deviating) condition included in the order confirmation applies with regard to the conflict. For the rest, the general terms and conditions remain unaffected.
   4.5 The contractor may revoke the quotation verbally or in writing up to two working days after the client has agreed to this. In that case, the agreement will lapse without further obligations on either side.
5. Execution of the agreement, delivery and retention of title
   5.1 The contractor carries out the assignment to the best of his knowledge, expertise and ability on the basis of an obligation to make efforts, unless otherwise agreed or an obligation to achieve results arises from the nature of the work.
   5.2 Terms for carrying out and completing the assignment are indicative, unless otherwise agreed.
   5.3 The contractor determines the manner in which the assigned assignment is carried out. The work is carried out at the client’s own discretion and without supervision or direction from the client, but the directions and instructions given by the client regarding the result of the assignment are taken into account as much as possible. To the extent that this is required for the proper execution of the assignment, the contractor may have (parts of) the work carried out by third parties.
   5.4 If the assignment has not been carried out according to the client’s wishes, the client will inform the contractor in writing as soon as possible, but in any case within ten working days after completion of the assignment. Failing this, the client is deemed to have fully accepted the result of the assignment.
   5.5 A work of art is delivered within 1 month after the end of an exhibition
   ​site, unless otherwise agreed. If the artwork is not or will not be exhibited, delivery can take place earlier.
   5.6 Delivery times can never be regarded as deadlines, unless expressly agreed otherwise.
   5.7 Delivery of a work of art takes place when the buyer collects or takes the work of art from an address specified by the contractor. The buyer has an obligation to purchase. Delivery also takes place because the contractor offers the work of art to a carrier for transport in the context of the purchase agreement. Or when the contractor delivers it to the buyer himself.
   5.8 The risk of loss, destruction and/or damage to the artwork passes to the buyer at the time of delivery. The same transfer of risk takes place when the client has the artwork ready for delivery and the buyer does not collect or take the artwork with him at the agreed time of delivery. If the buyer does not take delivery, all costs incurred by the contractor in connection with the offer and any further costs incurred for transport, custody, insurance and storage will also be borne by the buyer. In addition, the buyer is liable for all damage suffered by the contractor due to non-purchase.
   5.9 If a work of art has been delivered while the purchase price has not yet been fully received, ownership of the work of art will only pass to the buyer when he has fully fulfilled his payment obligations, under any agreement with the contractor, including the payment of interest and costs as further determined in these conditions.
   5.10 The risk of loss, destruction and/or damage to works of art that the buyer hands over to the contractor for processing or repair remains with the buyer, unless otherwise determined in a written agreement.
6. Termination
   6.1 A fixed-term agreement cannot be terminated prematurely by the parties, unless there are compelling reasons and with the exclusion of what is stated in Article 4.5.
7. Fees and costs
   7.1 The contractor is entitled to a fee for carrying out the assignment and to a user fee for the use of copyright-protected work it has created and charges labor wages for this.
   7.2 If there is an agreement for an indefinite period, the contractor has the right to increase the hourly rate or fee once a year on the basis of general price increases, such as inflation. If the price increase exceeds the percentage of 5%, the parties will enter into consultation with each other.
   7.3 If the client terminates an agreement for an indefinite period, the contractor is entitled to full payment of the agreed compensation for the work carried out to date, to full reimbursement of the costs incurred and to compensation, unless there is attributable shortcomings on the part of the contractor. .
8. Payment and suspension
   8.1 Payments are made within 14 days of the invoice date, unless the invoice states otherwise. The Client has no right to suspension, deduction or settlement.
   8.2 When purchasing a work of art, the buyer owes the full purchase price in advance. The delivery period does not commence until payment has been received by the contractor, unless otherwise agreed.
   8.3 The contractor is entitled to request an advance payment from the client.
   8.4 If the client does not pay the invoice on time, the client is legally in default. From the date that the client is in default, he owes the contractor extrajudicial (collection) costs and statutory (commercial) interest without further notice of default.
   8.4 The contractor has the right to suspend the execution of the assignment if a payment term set for the client has expired and the client does not fulfill his payment obligation after a written reminder to comply with this within fourteen days, or if the contractor may, based on a communication or action by the client, infer that payment will not be made.
   8.5 In the event of bankruptcy, seizure, suspension of payment, application of the Wsnp, or placement under guardianship of the client, and in the event of closure or liquidation of his company, the contractor’s claims are immediately due and payable and the contractor has the right to suspend the fulfillment of his obligations under to suspend the agreement.
9. Warranty
   9.1 The buyer purchases the work of art in the condition it was in at the time of purchase. The buyer must inform himself in advance of the condition of the work of art.
   9.2 The contractor guarantees the authenticity of the artwork.
   9.3 The contractor guarantees the buyer against damage to the work of art that occurs during a warranty period of 30 days, unless the buyer is liable for the damage. By such liability of the buyer in any case applies in the event of incorrect or improper treatment of the work of art by the buyer or by third parties, such as damage caused by framing.
   9.4 If, in the reasonable opinion of the contractor, it has been sufficiently demonstrated that the work of art has been damaged and that the contractor is liable for this, he will have the choice:
   i. To supply the damaged work of art new free of charge upon return of the damaged work of art;
   ii. Repair the artwork in question;
   iii. To grant the buyer a discount on the purchase price to be determined by mutual agreement.
   by fulfilling one of the aforementioned performances, the contractor will have fully discharged its obligations towards the buyer;
   9.5 In the event that the contractor carries out repair work on a work of art, this work of art remains at the buyer’s risk.
10. Intellectual Property
    10.1 All intellectual property rights arising from the assignment, including copyright, neighboring rights, trademark rights, drawing or model rights and patent rights, belong to the contractor.
    10.2 The buyer is not permitted to make public and/or reproduce the purchased work of art.
    10.3 Permission to use a work subject to intellectual property rights will only be granted in writing and in advance in the form of a license as described by the contractor in terms of nature and scope in the quotation and/or order confirmation. If nothing has been determined about the scope of the license, it will never include more than the method of use that reasonably results from the agreement and the agreed fee.
11. Liability and force majeure
    11.1 Liability only arises if the client gives the contractor written notice of default within a reasonable period to fulfill agreed obligations, and the contractor remains in default even after that period.
    11.2 The contractor is not liable for damage of any nature whatsoever caused by incorrect, inadequate or incomplete data and/or materials provided by or on behalf of the client. The Client indemnifies the Contractor in this context.
    11.3 If the contractor cannot fulfill obligations under the agreement, cannot fulfill them on time or cannot properly fulfill them due to force majeure, as referred to in Article 6:75 of the Dutch Civil Code, those obligations will be suspended until the moment that the contractor is still able to fulfill them in the agreed manner.
12. Confidentiality
    12.1 Unless any legal provision, regulation or other rule obliges the contractor or client to disclose, the parties are obliged to maintain confidentiality towards third parties who are not involved in the execution of the agreement with regard to confidential information obtained from the other. Information is only confidential if this has been made known to the other person in advance, unless confidentiality is evident from the nature of the information.
    12.2 Drawings, sketches, designs and/or calculations made by the contractor are considered confidential information that falls under the confidentiality of Article 12.1.
    12.3 The contractor is free, taking into account the reasonable interests of the client, to use the results of the assignment for its own promotion and publicity.
13. Disputes
    13.1 All agreements are exclusively governed by Dutch law.
    13.2 The parties will attempt to resolve disputes relating to these general terms and conditions and the underlying agreement(s) in the first instance between themselves.
    13.3 If the contractor is largely vindicated in legal proceedings, the full costs incurred in connection with these proceedings will be borne by the client. All actual costs of legal assistance that the contractor has reasonably incurred out of court for the fulfillment of an agreement concluded with the client will also be borne by the client.
14. Other provisions
    14.1 Unless otherwise provided in the general terms and conditions, rights of action and other powers of the client on any grounds whatsoever against the contractor in connection with the performance of work by the contractor shall lapse in any case one year after the moment at which the client became aware or reasonably became aware of could be with the existence of these rights and powers.
    14.2 If any provision of these general terms and conditions or of the underlying agreement is wholly or partially void, invalid and/or unenforceable due to a legal provision, court decision or otherwise, this will not affect the validity of the other provisions of these general terms and conditions and the underlying agreement.

Last update: February 2024