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Terms & Conditions
GENERAL TERMS AND CONDITIONS MAGKNOWLIA
- Magknowlia: Magknowlia b.v., established in Haarlem, Chamber of Commerce no. 62134655.
- Customer: the person with whom Magknowlia has entered into an agreement.
- Parties: Magknowlia and customer together.
- Consumer: a customer who is an individual acting for private purposes.
- These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Magknowlia.
- Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
- The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
- All prices used by Magknowlia are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
- Magknowlia is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
- Increases in the cost prices of products or parts thereof, which Magknowlia could not foresee at the time of making an offer or the conclusion of the agreement, may give rise to price increases.
- The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of statutory regulation.
- Magknowlia has the right to adjust prices annually.
- Magknowlia will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
- The consumer has the right to terminate the contract with Magknowlia if he does not agree with the price increase.
Payments and payment term
- Magknowlia will invoice 50% of the total upon receipt of the manuscript by the author(s). The remaining 50% will be invoiced and need to be paid in full prior to publication of the final work.
- Payment terms are 14 days net or prior to desired publication date, whichever is earlier.
- Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Magknowlia having to send the customer a reminder or to put him in default.
- Magknowlia reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.
Consequences of late payment
- If the customer does not pay within the agreed term, Magknowlia is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
- When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Magknowlia.
- The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
- If the customer does not pay on time, Magknowlia may suspend its obligations until the customer has met his payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Magknowlia on the customer are immediately due and payable.
- If the customer refuses to cooperate with the performance of the agreement by Magknowlia, he is still obliged to pay the agreed price to Magknowlia.
Right of recovery of goods
- As soon as the customer is in default, Magknowlia is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
- Magknowlia invokes the right of recovery by means of a written or electronic announcement.
- As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to Magknowlia, unless the parties agree to make other arrangements about this.
- The costs for the collection or return of the products are at the expense of the customer.
Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Right of retention
- Magknowlia can appeal to his right of retention of title and in that case retain the products sold by Magknowlia to the customer until the customer has paid all outstanding invoices with regard to Magknowlia, unless the customer has provided sufficient security for these payments.
- The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to Magknowlia.
- Magknowlia is never liable for any damage that the customer may suffer as a result of using his right of retention of title.
The customer waives his right to settle any debt to Magknowlia with any claim on Magknowlia.
Retention of title
- Magknowlia remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to Magknowlia under whatever agreement with Magknowlia including of claims regarding the shortcomings in the performance.
- Until then, Magknowlia can invoke its retention of title and take back the goods.
- Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
- If Magknowlia invokes its retention of title, the agreement will be dissolved and Magknowlia has the right to claim compensation, lost profits and interest.
- Any delivery and/or production period specified by Magknowlia is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
- The delivery starts once the customer has fully completed the (electronic) ordering process and received an (electronic) confirmation of his order from Magknowlia.
- Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless Magknowlia cannot deliver within [number of days late] or if the parties have agreed upon otherwise.
The customer must ensure that the actual delivery of the products (albeit being ‘online’ or a physically (printed) product ordered by him can take place in time.
Transport costs are on behalf of the customer, unless the parties have agreed upon otherwise.
Packaging and shipping
- If the package of a delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which Magknowlia may not be held liable for any damage.
- If the customer himself takes care of the transport of a product, he must report any visible damage to products or the packaging prior to the transport to Magknowlia, failing which Magknowlia cannot be held liable for any damage.
- When parties have entered into an agreement with services included, these services only contain best-effort obligations for Magknowlia, not obligations of results.
- The warranty relating to products only applies to defects caused by faulty manufacture, construction or material.
- The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect can not clearly be established.
- The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or of a third party who receives the product for the benefit of the customer.
Performance of the agreement
- Magknowlia executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- Magknowlia has the right to have the agreed services (partially) performed by third parties.
- The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
- It is the responsibility of the customer that Magknowlia can start the implementation of the agreement on time.
- If the customer has not ensured that Magknowlia can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
Duty to inform by the customer
- The customer shall make available to Magknowlia all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
- The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
- If and insofar as the customer requests this, Magknowlia will return the relevant documents.
- If the customer does not timely and properly provides the information, data or documents reasonably required by Magknowlia and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.
Duration of the agreement
- If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 2 month(s), or if a consumer terminates the agreement with due observance of a notice period of 1 month / the agreement ends at the end of the fixed term.
- If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Magknowlia a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.
The customer indemnifies Magknowlia against all third-party claims that are related to the products and/or services supplied by Magknowlia.
- The customer must examine a product or service provided by Magknowlia as soon as possible for possible shortcomings.
- If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Magknowlia of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
- Consumers must inform Magknowlia of this within two months after detection of the shortcomings.
- The customer gives a detailed description as possible of the shortcomings, so that Magknowlia is able to respond adequately.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint relates to ongoing work, this can in any case not lead to Magknowlia being forced to perform other work than has been agreed.
- The customer must provide any notice of default to Magknowlia in writing.
- It is the responsibility of the customer that a notice of default actually reaches Magknowlia (in time).
Joint and several Client liabilities
If Magknowlia enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Magknowlia under that agreement.
Liability of Magknowlia
- Magknowlia is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
- If Magknowlia is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
- Magknowlia is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
- If Magknowlia is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
- All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and can not lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Every right of the customer to compensation from Magknowlia shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
- The customer has the right to dissolve the agreement if Magknowlia imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
- If the fulfillment of the obligations by Magknowlia is not permanent or temporarily impossible, dissolution can only take place after Magknowlia is in default.
- Magknowlia has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Magknowlia good grounds to fear that the customer will not be able to fulfill his obligations properly.
- In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Magknowlia in the fulfillment of any obligation to the customer cannot be attributed to Magknowlia in any situation independent of the will of Magknowlia, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Magknowlia .
- The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a situation of force majeure arises as a result of which Magknowlia cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Magknowlia can comply with it.
- From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
- Magknowlia does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Changes in the general terms and conditions
- Magknowlia is entitled to amend or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- Major changes in content will be discussed by Magknowlia with the customer in advance as much as possible.
- Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
- The customer can not transfer its rights deferring from an agreement with Magknowlia to third parties without the prior written consent of Magknowlia .
- This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Consequences of nullity or annullability
- If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
- A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Magknowlia had in mind when drafting the conditions on that issue.
Applicable law and competent court
- Dutch law is exclusively applicable to all agreements between the parties.
- The Dutch court in the district where Magknowlia is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
Drawn up on 01 oktober 2019.