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Algemene voorwaarden

Article 1. Definitions

In these general terms and conditions, the following capitalized terms have the meanings set out below, unless expressly stated otherwise:

Company: PixelPrints, the contracting party to the Agreement with the Customer and the user of these general terms and conditions within the meaning of Section 6:231(b) of the Dutch Civil Code.

Customer: the natural or legal person who purchases Products or Services from the Company and is the contracting party to the Agreement with the Company within the meaning of Section 6:231(c) of the Dutch Civil Code.

Consumer: the Customer who, when entering into an Agreement with the Company, is not acting in the course of a profession or business.

Offer: a proposal by the Company to the Customer to enter into an Agreement, for example online via the website, in a quotation, catalogue or price list, by email, by phone, or verbally.

Order: the placing of a request by the Customer with the Company for the delivery of Products.

Agreement: the arrangement between the Company and the Customer under which the Company delivers Products or Services to the Customer in exchange for payment.

Products: all items offered by the Company, for example via its 3D Print Service, as well as any other items that are the subject of the Agreement.

Services: all work carried out by the Company on the Customer's instruction, including the creation and processing of detailed technical drawings and models for architecture, engineering, and product design, as well as the printing of a physical 3D object via the 3D Print Service.

3D Print Service: the remote service that enables the Customer to place an order with the Company for the printing of a physical 3D object.

Deliverables: the designs, technical drawings, and models developed, designed, or produced by the Company on the Customer's instruction, as well as all other outcomes of the Company's performance of the Agreement, such as descriptions, texts, data files, documentation, advice, reports, analyses, or other outputs.

Parties: the Company and the Customer jointly, and each individually a "Party."

"In writing" under these terms and conditions also includes communication by email, fax, or digitally (for example via an online interface), provided the sender's identity and the integrity of the content are sufficiently established.

Article 2. Applicability

These general terms and conditions apply to all Offers, Agreements, and deliveries by the Company, of any kind whatsoever, unless their applicability has been expressly excluded, in whole or in part, in writing, or expressly agreed otherwise.

Any general terms and conditions of the Customer, however named, are expressly rejected. Deviations from and additions to these terms only apply if and to the extent expressly accepted by the Company in writing.

If the Company has, for a shorter or longer period, whether tacitly or not, permitted deviations from these general terms and conditions, this does not affect its right to still demand direct and strict compliance with these terms. The Customer cannot derive any rights from the manner in which the Company applies these terms.

These terms also apply to all agreements with the Company for the performance of which third parties are engaged. These third parties may directly invoke these terms against the Customer, including any limitations of liability.

If one or more provisions of these general terms and conditions or of any other Agreement with the Company should conflict with a mandatory statutory provision or any applicable legal rule, the relevant provision will lapse and will be replaced by a new, legally permissible, and comparable provision to be determined by the Company.

A Customer who has once contracted under these terms is deemed to tacitly agree to their applicability to a later Agreement concluded with the Company.

The Company reserves the right to amend these terms at any time. The amended terms take effect on the announced effective date. The Company will communicate the amended terms to the Customer in a timely manner, for example by publishing them on the Company's website. If no effective date is communicated, amendments take effect with respect to the Customer as soon as they are communicated to the Customer.

In the event of a conflict between the content of an Agreement concluded between the Customer and the Company and these terms, the content of the Agreement prevails.

Article 3. Offers and Quotations

All Offers made by the Company are made without obligation and are therefore revocable and subject to availability (while stocks last), unless stated otherwise in writing.

A combined price quotation does not obligate the Company to deliver part of the Products or Services included in the Offer at a corresponding portion of the quoted price.

The content and scope of the delivery are determined solely by the description of the delivery given in the Offer. If the acceptance deviates (on minor points) from the offer contained in the Offer, the Company is not bound by it. The Agreement will then not come into existence in accordance with this deviating acceptance, unless the Company indicates otherwise.

Obvious errors or clerical mistakes in the Company's Offers do not bind the Company.

The prices in the Company's Offers include VAT, but exclude any costs relating to delivery and other government levies, unless expressly stated otherwise.

The Company is free to change its prices at any time. Offers therefore do not automatically apply to future Orders.

Article 4. Formation of the Agreement

Except as provided below, an Agreement with the Company is only formed once the Customer has agreed to the Company's quotation and has paid any advance payment due.

After the Customer has agreed to the quotation and paid the advance payment, the Company will confirm the Order in writing. The order confirmation is deemed to correctly and completely reflect the Agreement, unless the Customer objects immediately and in writing. Any additional arrangements or amendments made afterwards are only binding on the Company if confirmed by the Company in writing.

Article 5. Delivery

Unless agreed otherwise in writing, delivery takes place Ex Works from the Company's premises or warehouse (Incoterms 2020) in Mûnein, the Netherlands.

If Products are delivered to a delivery address specified by the Customer, the Customer must ensure that the delivery location is on the ground floor and is easily accessible for transport of the Products over a paved road. The Company delivers the Products to the first threshold on the ground floor (so-called threshold delivery), unless agreed otherwise.

The Company chooses the means of transport, including for non-prepaid shipments where no shipping instructions have been given by the Customer. Obstacles or temporary hindrances in transport with the chosen means of transport do not oblige the Company to use a different means of transport.

If delivery to the Customer proves impossible due to a cause within the Customer's sphere of responsibility, the Company reserves the right to store the Products at the Customer's expense and risk, without any liability arising on the Company's part for damage, depreciation, loss, or otherwise. During storage, a period of 30 days applies within which the Company will give the Customer the opportunity to still collect or receive the Products, unless the Company has expressly set a different period in writing.

If the Customer remains in default of its obligations even after expiry of the period referred to in the previous paragraph, the Customer is automatically in default, and the Company has the right to dissolve the Agreement in writing, wholly or partly, with immediate effect, without prior or further notice of default, without judicial intervention, and without being liable for any compensation for damages, costs, or interest. In such a case, the Company is entitled to sell the Products to third parties or use them for the performance of other agreements. The foregoing does not affect the Customer's obligation to pay the agreed purchase price, as well as any storage and/or other costs.

Article 6. Delivery Time and Performance Periods

Any delivery time or period for performance specified by the Company is indicative only. A specified delivery time or performance period is therefore never to be regarded as a strict deadline. If a period is exceeded, the Customer must give the Company written notice of default. The Company must be given a reasonable period to still deliver.

The Customer must ensure that all information which the Company indicates is necessary, or which the Customer should reasonably understand to be necessary for the performance of the Agreement, is provided to the Company in a timely manner. If the information required for the performance of the Agreement is not provided to the Company in time, the Company has the right to suspend performance of the Agreement and/or to charge the Customer the extra costs resulting from the delay at its usual rates.

The Company is permitted to deliver an Order in parts, to invoice each part separately, and to demand payment in accordance with the applicable payment terms.

Article 7. Inspection and Complaints

The Customer must inspect the delivered items immediately upon delivery for any deviations from what was agreed. Any complaints regarding the delivered Services or Products must be submitted to the Company in writing no later than 14 days after delivery.

Non-visible defects must be reported to the Company in writing within 7 days of discovery, but no later than 30 days after delivery, failing which the Company may assume that the Customer has received the Products and/or Services in good order.

If the Customer submits a complaint regarding the delivered Products, the Customer must keep the defective Products available to the Company. The Customer will allow an inspection of the Products by the Company or a third party designated by the Company. The costs of this inspection are borne by the Customer, unless the Company has established that the Products were defective and this defect can be attributed to the Company.

Submitting a complaint does not suspend the Customer's payment obligation with respect to the relevant Order and Products.

Drawings, technical descriptions, models, samples, images, colors, weights, dimensions, and material specifications are provided by the Company in good faith and as accurately as possible. However, this information is not binding. Deviations in delivered Products within the margins customary in the industry must be accepted and do not give the Customer any right to complain, to a replacement, to compensation for damages, or any other right, unless a smaller margin for deviations has been expressly agreed in the agreement.

Defective Products can only be returned after prior consultation with the Company. The costs of returning defective Products are borne by the Customer, unless the Company has established that the Products were defective and this defect can be attributed to the Company. The risk relating to returns lies with the Customer.

Under no circumstances is the Customer entitled to complain, claim damages, or dissolve the Agreement with the Company, before or after delivery, if the purchased Products cannot be used for certain specific purposes, unless these purposes were specifically stated, mentioned, or noted by the Company.

Article 8. Inspection Period and Right of Withdrawal

The Company provides no warranty other than as specifically described or agreed in the Agreement or in these general terms and conditions.

All Products are made according to the specifications provided by the Customer. The Company therefore only warrants the quality of the print and the quality the Customer may reasonably expect from it, but not the (strength of the) construction, the materials chosen by the Customer, the suitability for commercial purposes, or the suitability of the Product for specific applications.

Unless a defect in the Product results from a manufacturing error attributable to the Company, the following cases are expressly excluded from warranty:

  • wear parts and parts subject to wear;
  • defects or damage caused by an incorrect construction method or print instructions provided by the Customer;
  • misuse or improper use, including without limitation any failure to use the Product properly, such as the exertion of (too) high pressure on the material from which the Product is made;
  • defects or damage resulting from exposure to (too) high or low temperatures, chemical substances, including corrosive and other liquids that affect the material of the Product, as well as discoloration from UV radiation;
  • defects or damage resulting from improper or insufficient maintenance.

If, in the Company's judgment, it has been sufficiently demonstrated that the Products are defective, the Company will have the choice of either re-delivering the defective Products (or parts thereof) free of charge in exchange for the return of the defective Products, or granting the Customer a discount on the purchase price to be determined by mutual agreement, unless expressly agreed otherwise in writing by the Company and the Customer.

The Customer can only invoke the warranty if the Products for which the warranty is invoked are returned to the Company. If the Company replaces Products in fulfillment of its warranty obligations, the replaced Products become the property of the Company at the time of replacement.

By fulfilling one of the aforementioned obligations, the Company will have fully discharged its warranty obligations and will not be liable for any further compensation.

The costs of returning a Product under warranty are borne by the Customer. If the Company considers it sufficiently demonstrated that the Product was defective, the Company will reimburse the Customer for the return shipping costs.

For Consumers, in deviation from this article, warranty will be provided in accordance with mandatory statutory warranty provisions, insofar as the provisions of this article conflict with them.

Article 10. Delivery of Deliverables

Although the Company's Services are aimed at creating detailed technical drawings and models in order to solve a problem or issue for the Customer, the Company does not guarantee that its efforts will achieve the result intended by the Customer.

Unless agreed otherwise, the Company's Services will be focused on delivering the Deliverables agreed in the quotation.

When the Company develops Deliverables in accordance with, and based on, specific instructions provided by the Customer regarding construction or materials to be used, the Company provides no warranty as to the usability of the specific results of the Services.

If the (final) result of the Company's performance of the Agreement consists of the production of one or more Deliverables, including the creation of technical drawings, the Customer is entitled to two rounds of revisions to review and approve the delivered Deliverable. If more rounds of revisions have been agreed, the Customer is entitled to the agreed number of revision rounds.

If, after having used the agreed number of revision rounds, the Customer still instructs changes to be made to the Deliverables, the Company is entitled to charge the Customer for the time spent on this at the applicable hourly rate.

The Company will deliver the Deliverables to be developed or adjusted, or parts thereof, in draft form when, in its professional opinion, they meet the specifications or are suitable for use.

When the Company delivers the Deliverable in draft form, the Customer is required to check the Deliverable for correctness, care, and completeness within the agreed revision period. Complaints regarding the delivered Deliverable outside the agreed revision period are no longer possible.

If the Customer fails to review and approve the Deliverable within the agreed revision period, the Deliverable is deemed delivered as of the day after the revision period has expired.

If the Customer uses an agreed revision round, the Customer does not thereby obtain a new revision round for the adjusted Deliverable.

In order to use a revision round, the Customer must provide the Company with a detailed overview of the desired adjustments in the form requested by the Company.

If translation of texts that form part of the Deliverables is desired, the Customer must arrange for the relevant translations itself. The Company delivers all Deliverables and texts in Dutch by default.

Deliverables are delivered by the Company digitally by default, for example via email, Google Drive, OneDrive, or WeTransfer.

Article 11. Copyright and License to Use

Unless it has been agreed with the Customer in writing that the rights are transferred, the copyright in Deliverables developed by the Company remains with the Company, regardless of whether costs were charged to the Customer for their creation.

The Customer receives a license of indefinite duration from the Company to use the Deliverables developed by the Company. Under this license, the Customer has the right to use the Deliverables for the purposes for which the Deliverable was created, including but not limited to production purposes. The Parties will agree, when entering into the Agreement, on the specific purposes, scope, and geographic reach within which the Deliverables may be used.

The Customer is not permitted to adjust, reuse, alter, or use (publish) the Deliverables in a manner other than agreed without the Company's prior written consent. Furthermore, the Customer is not permitted to share or transfer the Deliverables to third parties, or to establish third-party rights in them.

If the Customer infringes the Company's copyright or fails to comply with the provisions of this article, the Customer forfeits, regardless of whether the violation can be attributed to the Customer and without further notice of default or legal proceedings, an immediately payable penalty of €50,000 for each violation and, in addition, an amount of €2,500 per day that the violation continues, without any form of damage needing to be demonstrated, and without prejudice to the Company's other rights, including its right to claim full compensation for damages.

The Company guarantees that the Deliverables produced by it on the Customer's instruction are free of third-party copyrights and therefore do not infringe any third-party copyrights. The Company indemnifies the Customer against all claims in this regard.

Article 12. Invoicing and Payment

The Company is entitled to demand full or partial advance payment from the Customer at the start of the Agreement, or at least before delivery takes place. Advance payments must be paid immediately after the Agreement is formed and are deducted from the (final) invoice.

If it has been agreed that payment will take place after delivery by invoice, invoices must be paid within 14 days of the invoice date, without any set-off or discount, in the manner indicated by the Company and in the currency in which the invoice was issued. The Company has the right to send invoices digitally.

After the agreed payment term has expired, the Customer is automatically in default without further notice of default being required.

From the moment of default, the Customer owes interest of 1% per month on the amount due, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate applies. All (extra)judicial costs incurred by the Company to obtain payment, both in and out of court, are from that moment borne by the Customer. In that case, the Customer owes compensation of at least 15% of the outstanding amount, with a minimum of €150.00. For Consumers, this amounts to at least 5%, with a minimum of €40.00. If the actual costs incurred and to be incurred by the Company exceed this amount, these are also eligible for reimbursement.

If the Customer has not fulfilled its payment obligations on time, the Company is entitled to suspend performance of its obligations towards the Customer regarding delivery or the performance of work until payment has been made or adequate security has been provided. The same applies even before the moment of default if the Company reasonably suspects there are reasons to doubt the Customer's creditworthiness.

In the event of liquidation, bankruptcy, debt restructuring, or suspension of payment of the Customer, or an application therefor, the Company's claims and the Customer's obligations towards the Company become immediately due and payable.

If the Customer has, for whatever reason, one or more counterclaims against the Company, the Customer waives the right of set-off. This waiver of the right of set-off also applies if the Customer applies for (provisional) suspension of payment or is declared bankrupt.

Article 13. Retention of Title

All Products delivered by the Company remain the property of the Company until the Customer has fully met all its payment obligations towards the Company arising from any Agreement concluded with the Company for the delivery of Products, including claims relating to a failure to fulfil such an Agreement.

A Customer acting as a reseller is not entitled to sell or resupply Products subject to the Company's retention of title, even if this is customary in the normal course of its business.

The Customer is not permitted to establish limited rights on Products subject to the Company's retention of title. If third parties (wish to) establish (limited) rights on Products subject to the retention of title, the Customer will inform the Company of this without delay.

The Customer will store Products subject to the Company's retention of title as visibly the Company's property and separately from other goods.

Article 14. Suspension and Dissolution

If the Customer or the Company fails to fulfil its obligations under the Agreement, the other Party is entitled, without prejudice to anything provided in the Agreement in this respect, to dissolve the Agreement out of court by registered letter. Dissolution will only take place after the defaulting Party has been given written notice of default and a reasonable period has been offered to remedy the shortcoming.

Furthermore, either Party is entitled, without any notice or notice of default being required, to dissolve the Agreement out of court by registered letter with immediate effect, wholly or in part, if:

  • the other Party applies for (provisional) suspension of payment or is granted (provisional) suspension of payment;
  • the other Party applies for its own bankruptcy or is declared bankrupt;
  • the other Party's business is liquidated;
  • a significant part of the other Party's business is taken over;
  • the other Party ceases its current business;
  • through no fault of this Party, an attachment is levied on a substantial part of the other Party's assets, or the other Party can otherwise no longer be deemed capable of fulfilling its obligations under the Agreement.

If, at the time of dissolution, the Customer has already received performance under the Agreement, the Customer can only partially dissolve the Agreement, and only for the part not yet performed by or on behalf of the Company.

Amounts invoiced by the Company to the Customer before the dissolution in connection with what the Company has already performed under the Agreement remain fully owed by the Customer to the Company and become immediately due and payable at the time of dissolution.

If the Customer, after being given notice of default, fails to fulfil, fully fulfil, or timely fulfil any obligation arising from the Agreement, the Company is entitled to suspend its obligations towards the Customer, without being liable for any compensation towards the Customer as a result. The Company is also entitled to do so under the circumstances referred to in paragraph 2 of this article.

Article 15. Liability

If the Company is liable for damages, this liability is limited to the warranty obligations arising from the Agreement concluded with the Customer.

If the Company is not entitled to a limitation of liability under paragraph 1 of this article, the Company's liability is limited to compensation for direct damage and to a maximum of the invoice amount charged by the Company to the Customer under the Agreement. Direct damage is understood to mean solely:

  • the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions;
  • any reasonable costs incurred to make the Company's defective performance conform to the agreement, unless these cannot be attributed to the Company;
  • reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

The Company is never liable for indirect damage, including but not limited to personal injury, consequential damage, loss of profit, missed savings, reputational or image damage, labor costs, material costs, damage due to business interruption, environmental damage, and damage resulting from fines imposed for failing to meet delivery deadlines.

The Company is not liable for damage of any kind or in any form resulting from it having relied on incorrect and/or incomplete information provided by the Customer.

The limitations of liability for direct damage set out in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of the Company.

Article 16. Limitation Period

In all cases, the period within which the Company can be held liable for damages is limited to 12 months from when the relevant damage occurred, and to a maximum of 24 months after delivery of the Products or Services that caused the damage.

Article 17. Force Majeure

The Parties are not obliged to fulfil any obligation if prevented from doing so as a result of a circumstance not attributable to fault, and which is not for their account under the law, a legal act, or generally accepted standards.

In addition to what is understood as such under law and case law, force majeure under these general terms and conditions includes all causes originating outside the Company, foreseen or unforeseen, over which the Company has no influence, but which prevent the Company from fulfilling its obligations, including the impossibility of delivering or a delay in delivery as a result of an epidemic or pandemic.

The Company is also entitled to invoke force majeure if the circumstance that prevents (further) performance arises after the Company should have fulfilled its obligation.

The Parties may suspend their obligations under the Agreement for the period during which the force majeure continues. If this period lasts longer than 30 days, either Party is entitled to dissolve the Agreement, without any obligation to compensate the other party for damages.

Insofar as the Company has, at the time force majeure occurs, partially fulfilled its obligations under the Agreement, or will be able to fulfil them, and independent value can be attributed to the part fulfilled or to be fulfilled, the Company is entitled to invoice the part already fulfilled or to be fulfilled separately. The Customer is obliged to pay this invoice as if it were a separate Agreement.

Article 18. Indemnification

The Customer indemnifies the Company against any claims by third parties who suffer damage in connection with the performance of the Agreement or the use of the Products, and whose cause can be attributed to the Customer. If the Company is held liable by third parties on these grounds, the Customer is obliged to assist the Company both in and out of court and to promptly do everything that may be expected of it in that case. If the Customer fails to take adequate measures, the Company is entitled, without notice of default, to take such measures itself. All costs and damage incurred by the Company and third parties as a result are fully borne by the Customer.

Article 19. Confidentiality

The Company and the Customer undertake to keep confidential all confidential information of the other Party that becomes available to them in connection with the performance of the Agreement. Information will in any case be regarded as confidential if it has been designated as such by either Party. The Company and the Customer will exercise the greatest possible care and discretion regarding confidential information made available or accessible to their employees in connection with the performance of their work.

If the Customer violates the provisions of paragraph 1 of this article, the Customer forfeits, regardless of whether the violation can be attributed to the Customer and without further notice of default or legal proceedings, an immediately payable penalty of €50,000 for each violation and, in addition, an amount of €2,500 per day that the violation continues, without any form of damage needing to be demonstrated, and without prejudice to the Company's other rights, including its right to claim full compensation for damages.

Article 20. Survival

The provisions of these general terms and conditions and the Agreement which are expressly intended, or by their nature intended, to remain in effect even after termination of this Agreement, will remain in effect thereafter and will continue to bind both Parties.

Article 21. Governing Law, Interpretation, and Jurisdiction

Dutch law applies to all agreements concluded and to be concluded by the Company.

All disputes arising from this Agreement, or from further agreements resulting from it, will be settled by the competent court in the district where the Company is established, unless a mandatory statutory provision precludes this. For Consumers, the law of the country in which the Consumer resides applies, and the court in the Consumer's place of residence has jurisdiction to hear disputes, unless the Parties agree after the dispute has arisen to a choice of forum for Dutch law and the Dutch courts.