A – GENERAL TERMS AND CONDITIONS OF DELIVERY
- GENERAL
- Applicability
1.1
These general terms and conditions of delivery apply to every offer from NAI010 UITGEVERS/PUBLISHERS and to every agreement between NAI010 UITGEVERS/PUBLISHERS and its customers. The terms and conditions can be found at www.nai010.com and will also be sent to customers free of charge upon request. Any general terms and conditions used by the customer shall not apply.
1.2
Agreements that deviate from these general terms and conditions are, subject to the provisions of Article 1.3, only applicable if agreed in writing. When a deviation as referred to in the first sentence of this article has been agreed, such deviation shall, subject to Article 1.3, apply only to the specific agreement or order concerned.
1.3
These general terms and conditions may be amended by a single notification from NAI010 UITGEVERS/PUBLISHERS to the customer. In the absence of any protest within 30 days after this notification, the amended general terms and conditions shall apply from the date of the notification to all new agreements to be concluded between the parties and to all existing and still ongoing agreements between the parties, insofar as these are performed after the date of the notification.
1.4
For certain agreements concluded between NAI010 UITGEVERS/PUBLISHERS and the customer, the provisions included in Part B below shall also apply, in addition to the conditions included in this General Part (A). If Part B applies (in the case of a webshop agreement) and its contents conflict with the provisions included in the General Part, Part B shall prevail.
- Orders and formation of agreements
2.1
Acceptance by NAI010 UITGEVERS/PUBLISHERS of an assignment, order, or purchase (hereinafter: the “order”) takes place in writing or by the fact that NAI010 UITGEVERS/PUBLISHERS commences execution of an order. Orders placed by the customer with NAI010 UITGEVERS/PUBLISHERS are irrevocable in the sense that an agreement is concluded by the mere acceptance by NAI010 UITGEVERS/PUBLISHERS of such order.
2.2
NAI010 UITGEVERS/PUBLISHERS is entitled to refuse an order without stating reasons. Even after acceptance of an order as referred to in Article 2.1, NAI010 UITGEVERS/PUBLISHERS is entitled to cancel it without stating reasons, in which case NAI010 UITGEVERS/PUBLISHERS shall not be obliged to do more than refund any amount already prepaid by the customer.
2.3
Changes in an order must be communicated by the customer to NAI010 UITGEVERS/PUBLISHERS in a timely manner and in writing, and shall only be valid if expressly accepted by NAI010 UITGEVERS/PUBLISHERS.
- Execution of agreements
3.1
Delivery times stated by NAI010 UITGEVERS/PUBLISHERS are indicative and shall not be regarded as strict deadlines. In the event of late delivery, NAI010 UITGEVERS/PUBLISHERS must be given written notice of default before it can be deemed in default.
3.2
The customer hereby grants permission to NAI010 UITGEVERS/PUBLISHERS to have orders carried out in whole or in part by third parties if NAI010 UITGEVERS/PUBLISHERS deems this necessary or desirable.
3.3
Insofar as an agreement concluded with a customer relates to the delivery of books, the parties are bound to comply with the Dutch Fixed Book Price Act (“Wet op de Vaste Boekenprijs”) and the related general administrative order. The customer guarantees to NAI010 UITGEVERS/PUBLISHERS that it will comply with the aforementioned regulations and indemnifies NAI010 UITGEVERS/PUBLISHERS against any claim from any party in this respect.
- Payment and invoicing
4.1
Payments must be made by the customer within 14 days after the invoice date to an account designated by NAI010 UITGEVERS/PUBLISHERS and shall be made without deduction, withholding, suspension, or set-off. Invoices may be issued from the day the customer places an order or from the day NAI010 UITGEVERS/PUBLISHERS commences execution of an order.
4.2
All prices of NAI010 UITGEVERS/PUBLISHERS are stated in euros and exclusive of VAT. All levies and taxes imposed or charged in respect of goods and services supplied by NAI010 UITGEVERS/PUBLISHERS shall be borne by the customer. Any changes in factors affecting the price of NAI010 UITGEVERS/PUBLISHERS may be passed on to the customer.
4.3
The customer shall be in default merely by the expiry of a payment term. In such a case, all claims of NAI010 UITGEVERS/PUBLISHERS against the customer, on whatever grounds, become immediately due and payable.
4.4
If the customer exceeds any payment term, NAI010 UITGEVERS/PUBLISHERS shall be entitled, without prejudice to any other rights, to charge the customer default interest at the statutory rate (in the case of a natural person not acting in the course of a profession or business, i.e. a ‘consumer’) or the statutory commercial interest (when the customer is not a consumer).
4.5
Furthermore, NAI010 UITGEVERS/PUBLISHERS shall be entitled, if it has notified the customer of the late payment and has granted the customer a period of 14 days to still fulfill its payment obligations, to charge all collection costs incurred after non-payment within this period to the customer. The amount of these extrajudicial collection costs depends on the nature of the customer. For consumers, the customer owes NAI010 UITGEVERS/PUBLISHERS the amount resulting from the graduated scale included in the Decree on Compensation for Extrajudicial Collection Costs (“Besluit vergoeding voor buitengerechtelijke incassokosten”). When the customer is not a consumer, the extrajudicial collection costs amount to 15% of the amount owed by the customer to NAI010 UITGEVERS/PUBLISHERS, unless NAI010 UITGEVERS/PUBLISHERS can demonstrate that the actual costs incurred are higher, in which case the customer owes the actual costs.
4.6
NAI010 UITGEVERS/PUBLISHERS shall always be entitled, before (further) performance, to require the customer to make advance payment or to provide adequate security.
4.7
Invoices sent by NAI010 UITGEVERS/PUBLISHERS are not binding in the sense that if incorrect amounts have been stated by mistake in the invoices, NAI010 UITGEVERS/PUBLISHERS has the right to send corrective invoices.
4.8
Notwithstanding any statement to the contrary, payments made by the customer shall be deemed to have been made in settlement of debts in the following order: interest, collection costs, principal sums due (older before newer), without prejudice to Article 6.2.
4.9
NAI010 UITGEVERS/PUBLISHERS reserves the right to change prices and rates. Revised prices and rates apply from the moment they are introduced. Price increases within three months after the conclusion of the agreement are only permitted if they result from statutory provisions or regulations. A price increase from three months after the conclusion of the agreement entitles consumers, within one month after written notification thereof by NAI010 UITGEVERS/PUBLISHERS, to terminate the agreement in writing, failing which the consumer shall be deemed to have accepted the price.
- Delivery and risk
5.1
Goods shall be delivered by NAI010 UITGEVERS/PUBLISHERS by dispatching them through its logistics service provider to the address provided by the customer to NAI010 UITGEVERS/PUBLISHERS. Any shipping costs shall be borne by the customer, unless otherwise agreed with the customer.
5.2
Goods and services delivered or made available by NAI010 UITGEVERS/PUBLISHERS to the customer shall be at the customer’s expense and risk from the moment of actual delivery to the customer.
5.3
The customer may no longer rely on the fact that the goods delivered to him by NAI010 UITGEVERS/PUBLISHERS do not conform to the agreement if he has not notified NAI010 UITGEVERS/PUBLISHERS within 14 days after he discovered or reasonably should have discovered this. Complaints about invoices must also be submitted in writing to NAI010 UITGEVERS/PUBLISHERS within 14 days after the date of receipt thereof. After the expiry of the aforementioned periods, complaints will no longer be considered and the customer shall have forfeited his rights in this regard.
5.4
If the customer does not or not timely take delivery of goods from NAI010 UITGEVERS/PUBLISHERS, he shall be in default without notice of default being required. NAI010 UITGEVERS/PUBLISHERS shall then be entitled to store the goods for the account and risk of the customer or to sell them to a third party. The customer remains liable for the purchase price, increased by interest and costs (by way of compensation for damages).
terms and conditions can be found at www.nai010.com
- Retention of title and right of reclamation
6.1
NAI010 UITGEVERS/PUBLISHERS retains ownership of all goods delivered to the customer, notwithstanding actual delivery, as long as the customer has not fully fulfilled its (payment) obligations toward NAI010 UITGEVERS/PUBLISHERS, including the purchase price, interest and costs, claims arising from any failure to perform any agreement, and all other claims of NAI010 UITGEVERS/PUBLISHERS referred to in Article 3:92 paragraph 2 of the Dutch Civil Code (BW).
6.2
Any payment received from the customer shall first be applied to satisfy those claims which NAI010 UITGEVERS/PUBLISHERS may have against the customer in respect of which NAI010 UITGEVERS/PUBLISHERS under Article 6.1 has not made a retention of title. Thereafter, the provisions of Article 4.8 shall apply.
6.3
Before ownership of the goods has passed to the customer, the customer shall not be entitled to lease or make the goods available to third parties, pledge them to third parties, or otherwise encumber them for the benefit of third parties. The customer shall only be entitled to sell or deliver the goods before ownership has passed, insofar as this occurs in the normal course of its business operations.
6.4
If and as long as ownership of the goods has not passed to the customer, the customer shall immediately notify NAI010 UITGEVERS/PUBLISHERS in writing if the goods are seized or if any claim is made on any part of the goods. In case of seizure, bankruptcy, or (provisional) suspension of payments, the customer shall immediately inform the seizing bailiff, trustee, or administrator of the (ownership) rights.
6.5
If NAI010 UITGEVERS/PUBLISHERS invokes Article 7:39 BW (right of retention), Articles 7:40 to 7:44 BW shall not apply.
- Intellectual property
7.1
The customer receives certain usage rights in respect of goods or services delivered by NAI010 UITGEVERS/PUBLISHERS that enable it to make use of the service or goods. All copyrights and all other intellectual property rights, as well as similar rights, including neighboring rights and rights protecting databases, relating to or in connection with the services and goods delivered by NAI010 UITGEVERS/PUBLISHERS, shall solely accrue to NAI010 UITGEVERS/PUBLISHERS or to third parties from whom NAI010 UITGEVERS/PUBLISHERS has obtained these rights under license.
7.2
No provision in these general terms and conditions or in any agreement concluded with a customer shall constitute a full or partial transfer to the customer of the rights referred to in Article 7.1. The customer acknowledges these rights and shall refrain from any infringement of these rights and any violation of the granted usage right under penalty of forfeiture of an immediately payable and non-reducible fine of €10,000 for each violation and €5,000 for each day the violation continues, without prejudice to other rights of NAI010 UITGEVERS/PUBLISHERS, including the right to performance and damages. The penalty clause in this article does not apply to consumers.
7.3
The customer is not permitted to alter or remove any indication regarding rights referred to in Article 7.1, or indications of trademarks or trade names of NAI010 UITGEVERS/PUBLISHERS or third parties, on or in delivered goods.
- Liability, lapse, and force majeure
8.1
The liability of NAI010 UITGEVERS/PUBLISHERS is always limited to the amount paid out under the relevant insurance of NAI010 UITGEVERS/PUBLISHERS, increased by the deductible which, according to the policy conditions of such insurance, is borne by NAI010 UITGEVERS/PUBLISHERS in the relevant case. The aforementioned insurance has coverage limitations, including with respect to the insured amount and the number of insured events.
8.2
If no payment is made under the insurance referred to in Article 8.1, for whatever reason, the liability of NAI010 UITGEVERS/PUBLISHERS is limited to a maximum of twice the invoice amount charged to the customer in connection with the relevant delivery or order and paid in a timely manner, up to a maximum of €25,000 (twenty-five thousand euros).
8.3
All claims, entitlements, and other powers of the customer against NAI010 UITGEVERS/PUBLISHERS arising from a failure to perform an agreement by NAI010 UITGEVERS/PUBLISHERS shall lapse once a period of one (1) year has elapsed from the day the customer became or reasonably should have become aware of the existence of such claims, entitlements, and powers.
8.4
If NAI010 UITGEVERS/PUBLISHERS is unable to fulfill its obligations to the customer due to force majeure, such obligations shall be suspended for the duration of the force majeure situation. If the force majeure situation lasts one (1) month, both parties shall have the right to terminate the agreement in writing in whole or in part. In the event of force majeure, the customer shall have no right to any (damage) compensation. NAI010 UITGEVERS/PUBLISHERS shall inform the customer as soon as possible of any (possible) force majeure situation.
8.5
Force majeure for NAI010 UITGEVERS/PUBLISHERS shall be understood as any circumstance beyond the control of NAI010 UITGEVERS/PUBLISHERS which prevents full or partial performance of its obligations toward the customer, or which makes it unreasonable to demand performance of its obligations, regardless of whether such circumstances were foreseeable at the time of concluding the agreement. This includes non-performance by a supplier, author, distributor, or other third party. Payment incapacity does not constitute force majeure between the parties.
- Termination of agreements
9.1
If the customer for any reason decides to terminate a continuing agreement concluded with NAI010 UITGEVERS/PUBLISHERS for an indefinite period, termination must occur by written notice via registered mail with a notice period of three (3) calendar months. During the notice period, the customer shall allow NAI010 UITGEVERS/PUBLISHERS to realize revenue equal to the amount invoiced to the customer by NAI010 UITGEVERS/PUBLISHERS in the three (3) months immediately preceding the termination, or, if the agreement has lasted less than three (3) months, compensation equal to three (3) times the average amount invoiced per month to the customer during the entire term of the agreement. An agreement concluded for a definite period may not be terminated early by the customer.
9.2
NAI010 UITGEVERS/PUBLISHERS shall be entitled to terminate any agreement with the customer with a notice period of one (1) month, without prejudice to other rights of NAI010 UITGEVERS/PUBLISHERS.
9.3
If the customer fails to properly or timely fulfill any obligation arising from any agreement with NAI010 UITGEVERS/PUBLISHERS (including but not limited to agreements referred to in Article 9.1), the customer shall be in default and NAI010 UITGEVERS/PUBLISHERS shall be entitled, without notice of default or judicial intervention:
(a) to suspend the performance of the agreement until payment is sufficiently secured; and/or
(b) to terminate the agreement with the customer in whole or in part;
without prejudice to other rights of NAI010 UITGEVERS/PUBLISHERS and without being liable for any damages.
9.4
If NAI010 UITGEVERS/PUBLISHERS exercises its right of termination as referred to in this article, it shall be entitled to offset any amount to be refunded to the customer with compensation for work already performed as well as compensation for lost profit.
9.5
In the event of bankruptcy, (provisional) suspension of payments, cessation, or liquidation of the customer, or if the customer knows that any of these situations is likely to occur, the customer shall notify NAI010 UITGEVERS/PUBLISHERS as soon as possible. In such case, all claims of NAI010 UITGEVERS/PUBLISHERS against the customer shall become immediately due and payable, and all agreements with the customer shall be automatically terminated unless NAI010 UITGEVERS/PUBLISHERS informs the customer that it wishes to continue performance of part of the relevant agreement(s), in which case NAI010 UITGEVERS/PUBLISHERS shall be entitled to suspend performance of the relevant agreement(s) until payment is sufficiently secured, without prejudice to other rights and without liability for damages.
9.6
In all cases where the relationship between the customer and NAI010 UITGEVERS/PUBLISHERS ends, these general terms and conditions shall continue to govern the legal relationship between the parties insofar as necessary for the settlement of such legal relationship.
- Returns
10.1 How can I cancel an order?
Paid and placed orders can no longer be canceled once they have been processed for shipment. However, you may return your order. You must report a return within 14 days, after which you have an additional 14 days to actually return the product. The paid amount will then be refunded within 14 days of receipt of the returned product. Return shipping costs shall be borne by the customer.
How can I return my order?
If you wish to return your order, you can return the order including the order number to the following address:
NAI010 UITGEVERS/PUBLISHERS
Het Industriegebouw
Goudsesingel 66 K.06
3011KD Rotterdam
The Netherlands
The amount paid will then be refunded to your account.
- Final provisions
11.1
If and insofar as any provision of these general terms and conditions cannot be invoked on the grounds of a mandatory provision, the unreasonably burdensome nature of these general terms and conditions, or on the grounds of reasonableness and fairness, the relevant provision shall be given a meaning as closely as possible corresponding to its content and purpose so that it can still be invoked.
11.2
NAI010 UITGEVERS/PUBLISHERS is permitted to transfer the rights and obligations described in any agreement with the customer to one or more of its group companies, for which the customer already now grants its cooperation. The customer may not transfer rights and obligations under any agreement with NAI010 UITGEVERS/PUBLISHERS to third parties without the prior written consent of NAI010 UITGEVERS/PUBLISHERS.
11.3
The entire legal relationship between NAI010 UITGEVERS/PUBLISHERS and the customer, including these general terms and conditions, all agreements concluded by NAI010 UITGEVERS/PUBLISHERS, and all orders, shall be governed exclusively by Dutch law.
11.4
All disputes between NAI010 UITGEVERS/PUBLISHERS and the customer shall be submitted exclusively to the District Court of South Holland.
B – WEBSHOPS AND DIGITAL PRODUCTS
- General
16.1
This Part B applies in addition to Part A to every order of the customer and every agreement between the customer and NAI010 UITGEVERS/PUBLISHERS insofar as it concerns an agreement in which, within the framework of a webshop operated by NAI010 UITGEVERS/PUBLISHERS, books, subscriptions, or other (digital) products and/or services are sold, and the agreement is concluded exclusively using one or more techniques for distance communication, and the agreement is concluded between NAI010 UITGEVERS/PUBLISHERS on the one hand and a consumer on the other hand (hereinafter: the “Webshop Agreement”).
16.2
If delivery of a product ordered in a webshop proves to be impossible, NAI010 UITGEVERS/PUBLISHERS shall make efforts to provide a replacement item. No guarantees shall be given to the customer in this respect.
- Cooling-off period and revocation
17.1
After concluding a Webshop Agreement with NAI010 UITGEVERS/PUBLISHERS regarding a product, the customer may dissolve the Webshop Agreement within 14 days without giving any reason by making an unambiguous statement to NAI010 UITGEVERS/PUBLISHERS. This period starts on the day after the customer receives the relevant product, or:
- If the customer has ordered multiple products in the same order that are delivered separately, the day on which the customer or a third party designated by the customer, who is not the carrier, has received the last product;
- If delivery of a product consists of multiple shipments or components, the day on which the customer or a third party designated by the customer, who is not the carrier, has received the last shipment or last component;
- For a Webshop Agreement concerning regular delivery of products over a certain period, the day on which the customer or a third party designated by the customer, who is not the carrier, has received the first product.
17.2
During the cooling-off period referred to in Article 17.1, the customer shall handle the product and its packaging with care. He shall only unpack or use the product to the extent necessary to determine whether he wishes to keep it. If he exercises his right of revocation, he shall return the product with all supplied accessories and in its original condition and packaging within fourteen days after giving notice of revocation to NAI010 UITGEVERS/PUBLISHERS, in accordance with the instructions provided by NAI010 UITGEVERS/PUBLISHERS. Reimbursement of the returned product shall take place within 14 days after written or telephone notification of the product to be returned. Reimbursement will only occur after the product has actually been returned.
17.3
If the customer exercises the right of revocation as referred to in this article, the costs of returning the product shall be borne by NAI010 UITGEVERS/PUBLISHERS.
17.4
The right of revocation referred to in this article does not apply to the delivery of:
a. newspapers and magazines;
b. products made according to the customer’s specifications;
c. products that are clearly personal in nature;
d. products that by their nature cannot be returned;
e. products that can spoil or become outdated quickly;
f. products whose price is subject to fluctuations on the financial market over which NAI010 UITGEVERS/PUBLISHERS has no influence;
g. audio and video recordings and computer software whose seal has been broken by the customer;
h. E-books, apps, or other digital products as referred to in Article 18.
- Digital products
18.1
The (intellectual property) rights to E-books, PDFs, or other digital products (hereinafter: “Digital Products”) sold by NAI010 UITGEVERS/PUBLISHERS or made available to the customer under a license or otherwise remain entirely with NAI010 UITGEVERS/PUBLISHERS. The customer acquires only a personal, non-exclusive, non-transferable, and non-sublicensable license regarding the relevant Digital Product.
18.2
NAI010 UITGEVERS/PUBLISHERS is permitted to take technical measures to protect the (intellectual property) rights attached to Digital Products. If NAI010 UITGEVERS/PUBLISHERS has secured Digital Products by technical protection, the customer is not allowed to remove or circumvent such protection.
18.3
The customer is not allowed to copy, modify, lend, make available to third parties, or perform other acts with respect to Digital Products that exceed the scope of the license described in Article 18.1.
18.4
NAI010 UITGEVERS/PUBLISHERS is permitted to impose temporal restrictions on the license granted to the customer, restrictions on the number of devices on which the Digital Product may be consulted, and other conditions or limitations on (the use of) Digital Products.
18.5
If the customer, with the permission of NAI010 UITGEVERS/PUBLISHERS, makes Digital Products available to third parties, the customer shall make the conditions mentioned in this Article 18, or other conditions set by NAI010 UITGEVERS/PUBLISHERS for (the use of) Digital Products, fully applicable to the agreement between him and the third party and to all use the third party makes of the Digital Product. The customer shall prove the applicability of the conditions to NAI010 UITGEVERS/PUBLISHERS upon first request.
- Complaints procedure
19.1
NAI010 UITGEVERS/PUBLISHERS has a complaints procedure and handles complaints in accordance with this procedure. The complaints procedure can be found at www.nai010.com and will also be sent to customers free of charge upon request.
19.2
Complaints regarding the execution of the agreement must be submitted to NAI010 UITGEVERS/PUBLISHERS fully and clearly described within a reasonable time after the customer has discovered the defects.
19.3
Complaints submitted to NAI010 UITGEVERS/PUBLISHERS shall be answered within 14 days of receipt. If a complaint requires a foreseeable longer processing time, NAI010 UITGEVERS/PUBLISHERS shall respond within the 14-day period with an acknowledgment of receipt and an indication of when the customer can expect a more detailed answer.
19.4
If the complaint cannot be resolved within a reasonable period or within 3 months after submission, both parties are free to submit the dispute to the competent court pursuant to these general terms and conditions.
19.5
In case of complaints, a consumer shall first contact the entrepreneur. If the webshop is affiliated with WebwinkelKeur and complaints cannot be resolved through mutual consultation, the consumer shall contact WebwinkelKeur (www.webwinkelkeur.nl). If a solution is still not reached, the consumer may have the complaint handled by the independent disputes committee appointed by WebwinkelKeur, whose decision is binding, and both the entrepreneur and the consumer agree to this binding decision. Submitting a dispute to this committee involves costs payable by the consumer to the committee.
