General Terms | Skinstamp

1. Scope of application

1.1 These general terms and conditions of purchase and delivery shall apply to all legal acts, such as but not limited to agreements regarding the supply of goods and the rendering of services by Skinstamp or one of its group companies (hereinafter “Skinstamp”).

1.2 Deviations from these Terms and Conditions shall only apply if Skinstamp has confirmed the aforementioned deviations in writing. Herewith, the applicability of the general terms and conditions of the contracting party (hereinafter the “Buyer”) are explicitly excluded.

1.3 In case of total or partial nullity or otherwise invalidity of one or more stipulations of these conditions, the other stipulations remain in force. Parties will draft a new provision in accordance with the spirit of these conditions

2. Offer

2.1 Offers made by Skinstamp are without engagement. An offer accepted by the Buyer can be withdrawn by Skinstamp within 5 (five) working days after acceptance and without costs.

2.2 Provided data and samples, to the extent that there are specific guarantees, will be deemed informative from which Skinstamp can deviate.

2.3 Skinstamp has the right to deliver products which deviate from the agreed fabrication and/or trademark provided that these products have the same relevant features.

3. Prices, invoicing, terms of payment

3.1 Prices are in euro and based on delivery FCA, Skinstamp, The Netherlands (Incoterms latest version) excluding packaging, taxes and surcharges.

3.2 In the event the total production costs of Skinstamp increase with more than 2.5%, Skinstamp is entitled to raise the offered and/or agreed upon price. Aforementioned does not give Buyer any right to (partially or completely) dissolute the contract.

3.3 Payment will be made in accordance with the agreed upon payment schedule, within 30 days from receipt of a proper invoice. In the event the execution of Skinstamp’s activities are delayed due to circumstances beyond its control, Skinstamp is entitled to deviate from the agreed upon payment schedule and invoice the activities which have already been performed.

3.4 Skinstamp is entitled to settle its debts to the Buyer or one of its group companies against any claim it may have on the Buyer.

3.5 In the event of non-payment or late payment, Skinstamp can recover from the Buyer any and all extrajudicial and judicial costs of collection of outstanding payments, which extrajudicial costs will be at least seventy-five Euro (€75) or in the event the aforementioned costs exceed € 75, fifteen percent (15%) of the outstanding payments as well as all legal costs deriving from such proceedings.

4. Delivery

4.1 Delivery will be FCA Skinstamp, Duiven, the Netherlands (Incoterms latest edition). Partial delivery is permitted.

4.2 On delivery the Buyer inspects the delivered goods and/or provided services. No claim for short delivery of goods or goods damaged in transit can be entertained unless either a receipt is given to the carrier detailing the shortage or damage at the time of delivery or alternatively notification of the shortage or damage is given to Skinstamp within two business days of the date of delivery of the goods. In absence of the aforementioned, it is presumed the goods have been delivered in pristine conditions.

4.3 The dates or periods for the delivery of goods and/or services take effect immediately after written confirmation by Skinstamp and after the agreed conditions have been met by the Buyer such as but not limited to down payment and provision of required bank guarantees.

4.4 Any dates or periods for the delivery of goods or services are best estimates and approximate only. Any such dates or periods shall not take effect as a term or constitute an obligation binding on Skinstamp. In any event time shall not be of the essence of this contract or any delivery based thereon.

4.5 Skinstamp’s maximum liability for late delivery is limited to 2.5% of the total worth of the delayed goods.

5. Passing of title and risk

5.1 Subject to 5.2, title to and usage rights of the goods shall transfer to the Buyer upon delivery.

5.2 Skinstamp retains ownership of all goods until all amounts including but not limited to service costs owed by the Buyer to Skinstamp are paid in full. The Buyer is not entitled to re-sell, assign, pledge or grant any other legal rights on all or any of the goods to third parties. Regardless of the aforementioned, the goods will be for the risk of the Buyer after delivery.

5.3 If Buyer does not comply with the applicable terms of payment or if Skinstamp has reasonable doubt that the payment terms will be met, Skinstamp may at its sole discretion repossess the delivered goods. These goods will be credited against their market value with deduction of costs made.

6. Warranty

6.1 Skinstamp warrants that the goods and services are new, unused and, during the warranty period, free from defects in material, workmanship and design and are in accordance with the contractual specifications. The applicable warranty period is 6 months from delivery.

6.2 In the event a default occurs within the warranty period, Skinstamp is obliged to make good any such default by either, at its own discretion, repairing or replacing the goods and/or redo the services. This make good obligation is exclusive and excludes any liability for damages caused by any such default in the goods and/or services.

6.3 Skinstamp will not be liable for the designs and materials dictated or specified by the Buyer unless the designs and choice of materials have been explicitly approved by Skinstamp in writing.

6.4 This warranty is not applicable for consumables, repairs or for defaults caused by external forces beyond Skinstamp’s control.

6.5 This warranty does not apply to normal wear and tear, damage to or deterioration of the goods as a consequence of improper storage or use, repairs made by Buyer or third parties, use of spare parts, consumables or materials not supplied or certified by Skinstamp, improper use of the goods or use of the goods before they were officially handed over to Buyer.

7. Dissolution and suspension

7.1 If Buyer is in default with the performance of its contractual obligations, Skinstamp may, without prejudice to its other claims and rights under the contract, suspend further performance of the contract for such time as it shall deem fit.

7.2 In the event Skinstamp has reasonable doubt regarding the payment capacity of the Buyer, Skinstamp is entitled to postpone all obligations under the contract until the Buyer has provided sufficient security.

7.3 In the event the Buyer cannot meet its obligations under the aforementioned conditions within a reasonable period, Skinstamp is entitled to dissolve the contract without compensation of damages.

7.4 Skinstamp is entitled to terminate the contract or suspend its performance in the event of withdrawal of operation, judicial settlement, liquidation and/or bankruptcy of the Buyer.

8. Liabilities

8.1 Skinstamp shall only be liable for damages, payments, losses, costs, expenses and liabilities incurred by Buyer as a result of a breach by Skinstamp of its contractual obligations.

8.2 Skinstamp’s maximum liability arising out of or in connection with any agreement, whether in contract, tort or otherwise (including damages resulting from product liability) shall be limited to EUR 25.000,- or the total order value, whichever is the lesser.

8.3 In no event shall Skinstamp be liable for any consequential, indirect or exemplary damages, including but not limited to loss of profit or turnover, downtime costs or claims from Buyer’s customers for such damages.

8.4 The above exclusions or limitations of liability apply not only in contract but also in tort or otherwise at law and shall apply notwithstanding any provisions to the contrary elsewhere in the contract.

8.5 Parties have explicitly agreed upon aforementioned exclusions and restrictions regarding Skinstamp’s liability under these terms and conditions. The compensation of risk has explicitly been applied as a basis for the price-setting in these terms and conditions.

9. Intellectual and industrial Property rights

All intellectual property rights (including, without limitation, all database rights, rights in designs, rights in know-how, patents and rights in inventions (in all cases whether registered or unregistered and including all rights to apply for registration) and all other intellectual or industrial property rights in any jurisdiction) in any information, content, materials, data or processes belong to Skinstamp. All rights of Skinstamp to any such intellectual property rights are hereby reserved. Skinstamp will become owner of all bearers of intellectual property rights and are prohibited from being copied, shown to third parties or used in any other way, regardless of the fact that costs may have been billed to Buyer for the production or distribution of the aforementioned bearers. Buyer is obliged to return any and all bearers of Skinstamp’s intellectual property rights at Skinstamp’s first request.

10. Applicable Law; jurisdiction

10.1 These terms and conditions will be governed exclusively by and construed in accordance with the laws of The Netherlands.

10.2 Parties hereby irrevocably submit that all disputes concerning the contractual relationship will be subject to the exclusive jurisdiction of the Dutch court, Amsterdam, The Netherlands.