Terms & conditions

 

 

 

1. General
• Rademakers Gallery/Creative Agency is a private limited liability company, operating under the name Rademakers Gallery, having its registered office in Amsterdam, The Netherlands, hereinafter referred to as: Rademakers Gallery.
• Every private person, corporate entity or enterprise to whom an offer is made by Rademakers Gallery, an agreement is concluded or an assignment is made to Rademakers Gallery, is defined as and referred to as: “client”.
• Every and any image, drawing, sample, design, sketch, sculpture, painting, art object or any other object or product whatsoever designed, created, produced or invented by Rademakers Gallery is defined as and referred to as: “work”.
• Every and any agreement concluded between Rademakers Gallery and the client consisting the sale- and/or purchase or use of work of Rademakers Gallery, and/or assignment of Rademakers Gallery to perform activities or services, is defined as and referred to as: “agreement”.

 

1. Applicability

• These general conditions are applicable to and shall be deemed to be included in all offers made by Rademakers Gallery, all (sale- and/or purchase) agreements with Rademakers Gallery, all assignments to Rademakers Gallery and all other activities and/or services of Rademakers Gallery, now and in the future.
• Not any deviation, exemption, amendment or adjustment of these general conditions is applicable, unless expressly agreed upon between Rademakers Gallery and the client in writing and signed by all parties.
• Any reference to or applicability of general conditions of or used respectively invoked by the client are expressly excluded and declined by Rademakers Gallery.

 

1. Offer

• Any offer and/or price estimate is without any obligation of Rademakers Gallery, except in case explicitly a term of acceptance is included and mentioned in the offer, in which case the offer expires after this term and a written acceptance within this term constitutes an agreement.
• All offers are based on the assumption of executing the agreement, assignment or activities under common and regular conditions.
• The client cannot derive any rights from any information provided by Rademakers Gallery with regard to an offer, catalogue, leaflet, pricelist, et cetera.

 

1. Agreement

• An agreement with Rademakers Gallery shall be concluded upon expressly written acceptance by the client and Rademakers Gallery.
• Any amendment, deviation or adjustment of the offer by the client constitutes an dismissal of the complete offer of Rademakers Gallery, which offer therefore no longer applies.
• If the client makes an offer, other than the offer of Rademakers Gallery, to Rademakers Gallery an agreement shall only constituted if and upon expressly acceptance of this offer by Rademakers Gallery in writing.

 

1. Prices

• All prices and amounts communicated, quoted or agreed upon are in euro, net prices and inclusive of VAT. It is agreed that any taxes payable with respect to the works, except for taxes arising from revenue payable by Rademakers Gallery, irrespective by which authority or country the taxes and levies are levied, are for the account of the client and the client will indemnify and waive Rademakers Gallery for the payment of such taxes and levies and shall upon first request of Rademakers Gallery be reimbursed to Rademakers Gallery within fourteen days.

 

• The prices as quoted and offered by Rademakers Gallery are based on the specifications of the offer respectively the agreement and on performing the activities under the common and regular conditions, where under but not limited to market conditions, wages, taxes, prices of materials, as on the date of the offer respectively the agreement. Any change, amendment, adjustment or difference with these specifications and/or conditions allows Rademakers Gallery to adjust the price and/or amount as offered respectively agreed upon.
• If not expressly agreed upon in writing costs of storage, packing, transport, delivery, maintenance, or any other costs, are not included in the prices as quoted, offered and agreed upon by Rademakers Gallery.

 

1. Payment

• All amounts to be paid by the client to Rademakers Gallery shall be in euro.
• Except and insofar otherwise agreed upon in writing between Rademakers Gallery and the client, the amounts due on the invoice must be made within seven days after the date of the invoice.
• Any compensation or set-off with a possible debt of Rademakers Gallery to the client, or (alleged) claim of the client to Rademakers Gallery, is excluded and not admissible.
• Prior to the start of the activities, production and/or delivery of the work Rademakers Gallery may require a retainer, deposit, upfront payment of any other security of the total amount (or part of this amount), which is due by the client to Rademakers Gallery.
• In the event of non or late payment by the client, Rademakers Gallery shall have the right to increase the amount due by the client with an interest of 15% on yearly bases as of the date of payment according to the invoice up to the date of actual payment. Furthermore Rademakers Gallery shall have the right to claim and the client is due all damages and costs caused by the non or late payment, where under but not limited to costs of legal assistance, delayed delivery et cetera, with a minimum amount of thousand euro.
• Ownership title to the work shall pass to the client at first and after complete payment of all amounts due by the client under the agreement has been received by Rademakers Gallery.

 

1. Packaging, delivery, transport and installation

• Rademakers Gallery will deliver the work to the client ex workshop of Rademakers Gallery and after complete payment of all amounts due by the client to Rademakers Gallery. Packing the work constitutes inspection and acceptance of the work on behalf of client.
• Transport of the work to the place of destination as defined by the client is for the client’s risk and account.
• The loading, transport, logistics, custom clearance, insurance, unloading of the work to or at the place of destination is the sole and entire responsibility of the client. The client shall for its account take such insurance for the work during transport, as it shall deem appropriate.
• With regard to possible taxes and/or levies due concerning the export from the workshop of Rademakers Gallery to the place of destination as defined by client, the client will provide to Rademakers Gallery the lawful and duly signed documents of the customs or tax authorities of the country of destination of the import of the work within four weeks after delivery.
• The installation, if any, of the work is the entire and sole responsibility of the client and shall be for its account. Rademakers Gallery shall upon request of the client provide a technical and engineering manual with a list of tools and mechanics necessary for the installation of the work if and insofar applicable.
• If the client does not collect the work at the agreed date of delivery Rademakers Gallery stores the work for the client’s risk and account, which costs shall be completely due by the client.

 

1. Suspension and retention

• If and insofar the client does not fulfil any of it’s obligations under the agreement with Rademakers Gallery, or Rademakers Gallery supposes that the client will not fulfil it’s obligations under the agreement with Rademakers Gallery, Rademakers Gallery shall have the right to suspend all her activities, services, production, et cetera and/or the delivery of the work until and up to the moment the client has fulfilled it’s obligations.
• At any moment Rademakers Gallery may require a retainer, deposit, upfront payment or any other sufficient security with regard to the fulfilment of the client of it’s obligations under the agreement. If the client does not fulfil this request of Rademakers Gallery, Rademakers Gallery shall have the right to suspend her activities and obligations under the agreement and dissolve the agreement as of right.
• Rademakers Gallery shall have the right of retention and to execute this right regarding all work as included in the agreement and all rights and/or properties of the client which remain by Rademakers Gallery in relation to the agreement, as long as the client does not fulfil any and all of it’s obligations of the agreement.
• The client will not sell, pledge or encumbrance any work to which the right of retention of Rademakers Gallery still applies. If a third party wishes to exercise any right against the client and in respect of the work of Rademakers Gallery to which the retention right of Rademakers Gallery still applies, the client shall inform Rademakers Gallery immediately in writing.
• The client undertakes at first request or summon of Rademakers Gallery to return to Rademakers Gallery the work which is subject to the right of retention of Rademakers Gallery and shall procure the ownership of the work of Rademakers Gallery.

 

1. Guarantees and liability

• After delivery and passing the retention of title of the work by Rademakers Gallery to the client no guarantee whatsoever applies to or is provided to the client by Rademakers Gallery.
• Rademakers Gallery gives no warranties of waivers whatsoever on the work and materials used therein, except for obvious production errors (“force majeure”) about which the client shall inform Rademakers Gallery in written within two months after delivery. These production errors will be repaired on account of Rademakers Gallery at the premises of the client or if necessary in the workshop of Rademakers Gallery. Reparations of other production errors, damages or other required reparations could be performed by Rademakers Gallery. If required Rademakers Gallery and the client shall in respect thereto enter into a separate agreement.
• After delivery and passing the retention of title of the work by Rademakers Gallery to the client, Rademakers Gallery is not liable in any matter or based on whatever reason for any loss or damage whatsoever, either direct or indirect, arising from or related to any use whatsoever by the client of the delivered work.
• Rademakers Gallery shall and cannot be held liable for any damages or faults caused by any third party or sub-contractor which is contracted directly or indirectly with regard to the agreement between Rademakers Gallery and the client.
• Rademakers Gallery cannot, if any, in any event be held liable for an amount that exceeds the total amount the client paid to Rademakers Gallery under the agreement.

 

1. Force majeure

• Rademakers Gallery shall not be responsible and/or liable towards the client for damages or loss caused by strikes, trade union conflicts, accidents, lock outs, fire, war, terrorism, shortage or absence of raw material, delays on the part of suppliers or forwarders, government acts or any other circumstance or cause beyond Rademakers Gallery’s control (“force majeure”) as a result of which Rademakers Gallery is not able to fulfil it’s activities and/or obligations under the agreement.

 

1. Intellectual property/confidentiality

• The complete and unrestricted intellectual property rights of the work are owned and remain by Rademakers Gallery. The work may be photographed by Rademakers Gallery. Rademakers Gallery may reasonably use the (photos of) work for the promotion of their own activities and publicity.
• Without prior expressly written consent of Rademakers Gallery the client may not adjust, change, amend or combine in any way the work of Rademakers Gallery.
• The delivered work of Rademakers Gallery may only be used by the client for her own purpose or benefit based on common and regular use of the work, The client acknowledges and agrees upon that the work without prior written approval of and agreement with Rademakers Gallery, may not be duplicated, copied, published and/or used for any commercial, marketing or advertising activity or any other purpose than foreseen in the agreement. In case of any agreed use of the work by the client, the client shall expressly and in a clear manner mention the name of Rademakers Gallery as the designer of the work.
• Without prejudice of claiming damages and/or compensation by Rademakers Gallery a violation of this article shall rise a penalty as of right, with immediate affect, and not subject to any judicial intervention, of an amount of ten thousand euro per violation and/or per day during which the violation continues.
• The client undertakes to keep the agreement, the terms of the agreement and all information exchanged with Rademakers Gallery strictly confidential, throughout its validity period and afterwards, without time limit.

 

1. Miscellaneous

• Insofar and in respect of any provision of these general conditions or under the agreement may not be invoked by Rademakers Gallery all other provisions remain in full force and effect and shall be in no way invalidated, impaired or affected thereby. Rademakers Gallery and the client shall nevertheless act in accordance with the purpose and scope of the concerning provision. If necessary the excluded provision shall be replaced or adjusted in such a way that Rademakers Gallery may legally invoke the concerning provision.
• No adjustment or amendment of any provision of these general conditions and/or the agreement shall be binding or enforceable unless executed in writing between Rademakers Gallery and the client.

 

1. Dissolution and termination

• If the client preliminary cancels or causes the termination of the agreement for whatever reason, the obligation of the client to pay the complete amount due to Rademakers Gallery according to the agreement shall remain in full force and affect, without prejudice to Rademakers Gallery to claim damages.
• Rademakers Gallery shall have the right to dissolve the agreement as of right, with immediate effect, without any judicial intervention being required, without prejudice to Rademakers Gallery to claim damages and/or compensation of costs and expenses, if the client has been declared bankrupt, a request of a debt rescheduling arrangement has been filed by the client, the client requests for a suspension of payment, the client ceases, the client liquidates it’s activities or business, a change of control over the client, or the client repeatedly fails to fulfil it’s obligations under the agreement.

 

1. Disputes and applicable law

• The laws of The Netherlands exclusively govern this agreement. Any and all disputed arising in connection with these conditions and exclusively the competent courts in Amsterdam, The Netherlands, shall settle the agreement.