Information on the seller of the goods
These Terms and Conditions of Sale and Delivery are being applied by:
EAGE Publications BV
Visiting address: De Molen 42, 3994 DB, Houten, The Netherlands
Telephone number customer service: +31 88 99 55 0 55
E-mail address customer service: bookshop [at] eage.org
Registered with the Dutch Chamber of Commerce under number: 30122371
VAT identification number: NL.8035.01.250.B01
Bank account number: NL56ABNA0446255327
PLEASE NOTE THAT DIFFERENT TERMS AND CONDITIONS OF SALE AND DELIVERY APPLY WITH RESPECT TO RESELLERS AND/OR OTHER PARTNERS ACTING PROFESSIONALLY
Article 1: Definitions
In these Terms and Conditions, the following terms (in so far as written with a capital letter in these Terms and Conditions) are defined as follows:
Agreement(s): The agreement(s) concerning the sale and delivery of Goods, concluded between Parties via the Webshop or by other (technical) means of distance communication, to which agreement(s) these Terms and Conditions apply;
Buyer: the person ordering Goods from Seller and/or to whom Seller sells and/or delivers Goods;
Delivery/Deliveries: the delivery or deliveries of Goods in accordance with these Terms and Conditions;
Goods: all goods and (related) services offered for sale, sold and/or delivered by Seller via the Webshop;
Order(s): the oral or written order(s) from Buyer to Seller to buy a certain quantity of Goods offered by Seller via the Webshop;
Parties: Seller and Buyer (jointly);
Party: Seller or Buyer (individually);
Seller: EAGE Publications BV (EAGE);
Terms and Conditions: these EAGE Online Terms and Conditions of Sale and Delivery; the webshop of Seller in which the Goods are being offered;
Writing: written documents on paper (letter and fax) or digital (e-mail).
Article 2: Applicability
2.1. These Terms and Conditions apply to all (acts implementing or executing) offers, Orders, Agreements, Deliveries and other (juristic) acts regarding the sale and delivery of Goods between Parties via the Webshop or by other (technical) means of distance communication.
2.2. By placing an Order, Buyer explicitly agrees with these Terms and Conditions.
2.3. Seller waives the applicability of any (general) terms and conditions of Buyer, unless explicitly agreed otherwise in Writing.
2.4. Deviations from these Terms and Conditions are only valid if they are explicitly agreed upon in Writing between Parties and relate only to the offer, Order, Agreement and/or Delivery specifically referred to.
2.5. In the event that one or more stipulations of the Agreement to which the Terms and Conditions apply deviates from the Terms and Conditions, the stipulations of the Agreement shall prevail, unless the relevant stipulation of the Agreement expressly states otherwise.
2.6. Seller shall at all times be entitled to avail itself of the services of another (third) party to provide al or some of the relevant Goods without the need to obtain the consent of Buyer. The Terms and Conditions also apply to activities and (juristic) acts of such third parties engaged by Seller for the purpose of the Agreement.
Article 3: Ordering and Prices
3.1. Offers made by EAGE may only be accepted without deviation. Any offers of EAGE, whether these are regular prices or special offers, remain valid as long as the stock lasts. Buyer cannot derive any rights from offers made by EAGE.
3.2. EAGE will not be bound by apparent errors or mistakes in its offers.
3.3. An Order, issued in any way, constitutes a binding Agreement, with due regard to the following. Seller reserves the right, in its sole discretion, without prejudice to Seller’s other rights and without any liability towards Buyer, to refuse an Order or to (partially) dissolve, annul or propose changes to an Agreement within one (1) week after the date of the Agreement, in case Seller is not able to provide the ordered Goods or if Buyer has an outstanding balance on accounts due to Seller and/or its affiliated companies. If Seller refuses an Order or (partially) dissolves, annuls or proposes changes to an Agreement, Seller will refund the price that is already paid by Buyer within 14 (fourteen) days after Seller’s notification of the aformentioned, unless Seller is entitled to set-off Buyer’s payment with an outstanding balance.
3.4. Notwithstanding what is stipulated in article 4.3, an Agreement shall nevertheless be deemed to have been concluded, if and as soon as Seller proceeds to provide any Goods in accordance with the relevant Order or offer.
3.5. All prices for Goods in the Webshop are stated in euros (€) as a rule and are inclusive of (turnover) tax and exclusive of other government levies and shipping and/or other transport costs, unless expressly indicated otherwise in Writing by Seller. Before the Order is completed by payment, EAGE will indicate the total price that Buyer has to pay.
3.6. After placing an Order, Buyer will receive an e-mail from EAGE, stating the Goods that were ordered as well as the total sum of the Order, inclusive of VAT and shipping costs and/or other transport costs. In order to prevent the e-mail from being blocked by a spam filter, Buyer should add the e-mail address bookshop [at] eage.org to the safe list of receivers.
Article 5: Payment
5.1. Seller shall be entitled to require payment from Buyer of the entire amount invoiced for any Goods in advance or upon Delivery. In the event that payment is not made in advance or upon Delivery, it shall occur within thirty (30) days after the relevant invoice date, unless indicated otherwise by Seller, such as in case of pre-orders.
5.2. Buyer is (automatically) in default merely because of the expiry of the payment period, without any demand, notice of default or judicial intervention being necessary. Seller shall be owed default statutory interest on the outstanding amount for each day that Buyer is in default, without prejudice to Seller’s rights to demand immediate payment of the entire outstanding amount, and without prejudice to Seller’s other rights in such situation. In case of default, Buyer is liable for the payment of Seller’s actual collection costs (including all legal fees and court fees).
5.3. In case of any default, such as mentioned in article 5.2, or in any of the situations set out in article 11.2 and notwithstanding the payment obligation of Buyer, Seller, without any liability towards the Buyer, retains the right to suspend or cease and not to resume the execution of any (future) Agreement and/or (future) Delivery of Goods.
5.4. Seller is entitled to set off payments made by Buyer first of all against any outstanding debts of Buyer to Seller and/or its affiliated companies.
Article 6: Delivery
6.1. Goods shall be delivered at the shipping address provided by Buyer.
6.2. Seller shall do its utmost to deliver the Goods within a reasonable amount of time. A Delivery term indicated by Seller is only indicative in nature, unless it is expressly indicated in Writing that it concerns a strict deadline.
6.3. Seller has the right at all times to deliver or have delivered the Goods cash on delivery or to demand advance payment or security in the form desired by the Seller.
6.4. Seller has the right to deliver and invoice orders in parts, unless agreed otherwise in Writing.
6.5. Delivery will be deemed to take place at the moment that Buyer, or any third parties acting on behalf of Buyer, take the actual possession of and control over the Goods, for instance in case of Delivery at the address of Buyer or the address of the neighbours of Buyer. In the event that Goods are being delivered at a postal office or other location providing similar services, Delivery is deemed to take place 3 (three) days after the Goods were delivered at that postal office or other location providing similar services.
6.6. All risks related to the Goods, including – but not limited to – the risks concerning transport, theft or damage to the Goods, shall pass to Buyer at the time of Delivery. The transfer of ownership of the Goods is regulated in article 10.1 of these Terms and Conditions.
Article 7: Right of withdrawal
7.1. Buyer has a right of withdrawal, which means a right to cancel the Agreement without specifying any reasons, within 14 (fourteen) days, starting from the day of Delivery of the Goods. To exercise his right of withdrawal, Buyer shall make an unequivocal statement (in Writing) towards Seller setting out his decision to withdraw from the Agreement, before the expiry of the aforementioned withdrawal period. Alternatively, Buyer may use the model withdrawal form.
7.2. If Buyer uses this right of withdrawal as referred to in article 7.1, Seller shall refund the total price as meant in article 4.5 within 14 (fourteen) days after receipt by Seller of the returned Good(s). Any additional costs in relation to the returning of the Goods concerned, such as shipping and/or other transport costs, shall be on the account of Buyer and shall not be compensated by Seller.
7.3. Buyer shall treat the Goods and packaging materials carefully. In the event Buyer wishes to avail of the right of withdrawal, the Goods must be in the exact same condition as they were at the time of Delivery. More specifically, Buyer may only unpack the Goods to the extent necessary to judge whether or not he wishes to keep the Goods. Buyer shall return the Goods with all delivered accompanying items and with their original packaging.
7.4. In the event Buyer does not act in accordance with article 7.3 or the Goods otherwise are not returned in the original condition, Seller shall not be obliged to refund the total price to Buyer.
7.5. Buyer shall have no right of withdrawal as referred to in article 7.1 if he acts in the conduct of a profession or business and/or with regard to:
– the supply of Goods made to the Buyer’s specifications or clearly personalised;
– the supply of newspapers, periodicals or magazines with the exception of subscription contracts for the supply of such publications;
– the supply of digital content which is not supplied on a tangible medium if the performance has begun with Buyer’s prior express consent and his acknowledgment that he hereby loses his right of withdrawal;
– any other supplies/contracts as mentioned in applicable mandatory (consumer) law.
Article 8: Complaints and Liability
8.1. In the event Buyer has a complaint, or in the event Buyer has any questions regarding these Terms and Conditions, and/or any other remarks, Buyer can contact Seller at the contact information stated at article 1 of these Terms and Conditions. Buyer can contact Seller either by e-mail or telephone.
8.2. If Buyer has a complaint, Seller will contact Buyer within 14 (fourteen) working days after receipt of the complaint. In all other cases, Seller can decide – but is not obliged – to contact Buyer.
8.3. In the event the Goods do not meet the reasonable characteristics, features and/or requirements, Buyer must notify Seller of this immediately, but in no event later than three (3) working days after Delivery of the Goods.
8.4. Upon first request by Seller and ultimately within five (5) working days after such request, Buyer is obliged to send the Goods which he claims to be defect back to Seller.
8.5. In all cases, the liability of Seller due to imputable failure to perform the Agreement shall only arise if Buyer gives Seller proper notice of default in Writing, setting a reasonable period of time within which the failure can be remedied, and Seller continues after that period of time to fail imputably in the fulfilment of its obligations. The notice of default must describe the failure in the most complete and detailed terms possible, so as to give Seller the opportunity to respond adequately.
8.6. Seller shall only be liable for any loss that results directly from foreseeable and avoidable deficiencies, for which it may be held culpable and which relate directly to the Goods
8.7. To the fullest extent permitted by law, under no circumstances shall Seller be liable for any indirect, consequential, special, exemplary, incidental or punitive damages, such as loss of (future) profits or other economic loss, damages for delay, third party claims and suchlike, even if Parties have been advised of the possibility of such damages.
8.8. Seller’s total liability to Buyer, including liability arising out of the Agreement, these Terms and Conditions, negligence or tort, or warranty, shall not exceed the amounts actually paid by Buyer under the relevant Agreement. If and in so far as Seller’s limitation of liability contravenes the provisions of applicable mandatory legislation or is not upheld by a court of law for any reason whatsoever, and this results in Seller being liable for any loss on Buyer’s side, Seller’s total liability (which is deemed to include any indirect loss) shall be confined to the amount as paid out by the liability insurance of Seller in the case concerned, and in case such damages are not insured or paid by the insurance company, the total liability from Seller towards Buyer shall be confined to the total amount invoiced to Buyer under the relevant Agreement.
8.9. If the Agreement serves to deliver several types of Goods, the stipulated price is set at those Goods that caused the direct losses.
8.10. If the Agreement is mainly a continuing performance agreement with a term of more than one month, the price stipulated for the Agreement is set at the compensation actually paid for the Goods during the month preceding the month during which the loss occurred (exclusive of VAT).
8.11. However, Seller’s total compensation of any loss (whether direct or indirect) will never exceed €1,000 (one thousand euros), exclusive of VAT.
8.12. The liability of Seller for any loss due to death or physical injury or in connection with material damage to property shall never exceed €1,500,000 (one million five hundred thousand euros).
8.13. The limitation of liability as set out in this article 8 shall not apply in case of damages caused by intent or conscious recklessness on the part of Seller.
8.14. Seller shall use its best endeavours in order to sell and deliver the Goods in accordance with the Agreement(s), but Seller does not give any guarantee or warranty of any kind, whether express or implied, as to – without limitation – the completeness, accuracy, suitability or fitness for any particular purpose of any of the Goods and all such guarantees or warranties are hereby excluded to the fullest extent permitted by law.
8.15. Buyer shall fully indemnify and hold harmless Seller against any claims, demands and/or costs on the part of some other party or otherwise, howsoever called and on whatever grounds they arise in connection with Buyer’s use of the Goods, including the reselling of Goods to third parties.
Article 9: Force Majeure
9.1. If Seller fails to comply with any obligation towards Buyer, such failure cannot be attributed to Seller in case of force majeure as referred to in article 6:75 of the Dutch Civil Code. Force majeure shall include (but is explicitly not restricted to): malfunction of the Webshop and/or website, (third party) payment services, fire and water damage or other acts of God, strikes, war, military operations of any character or any circumstances beyond the reasonable control of Seller.
9.2. Article 9.1 applies in the same manner to the force majeure of suppliers of Seller and/or any third parties that are involved in the sale and delivery process of the Goods. Any non- and/or late and/or inferior performance of the parties mentioned in this article will be regarded as the force majeure of Seller.
Article 10: Retention of title and rights and right of retention
10.1. All Goods delivered to Buyer remain the property of Seller until all amounts owed by Buyer in respect of the Goods delivered or to be delivered pursuant to the Agreement, as well as all other amount that are owed by Buyer in connection with the failure to comply with the payment obligation, have been paid in full to Seller.
10.2. Buyer does not have the right to pledge the Goods or grant third parties rights in respect thereof for as long as title to the Goods has not passed to Buyer.
10.3. Without prejudice to its other powers, Seller has the right to take back and/or retrieve the Goods that have been delivered for as long as not all obligations, in any event those arising from the Agreement, have not been complied with, also in the event of breach of contract, bankruptcy or suspension of payment on the part of Buyer. Buyer hereby grants Seller in advance its approval to enter its grounds and buildings in cases as referred to above.
Article 11: Termination or dissolution of the Terms and Conditions and the Agreements
11.1. As regards Agreements that are mainly a continuing performance agreement, Seller has the right without stating reasons to terminate the relevant Agreement by means of a registered letter, with due observance of a notice period of three (3) months.
11.2. Seller is entitled to terminate any Agreement governed by these Terms and Conditions or cancel any Order or offer, without further notice of default and with immediate effect, without any liability towards Buyer, if circumstances occur whereby Seller can reasonably expect that Buyer will not be able to fulfil its contractual and/or financial obligations, even after a reasonable term has been given to comply with its obligations.
11.3. In the event Seller resolves to terminate in connection with one of the cases referred to in article 11.2 above, Seller will never be obliged to compensate the losses sustained by Buyer or to refund the funds that have already been received.
11.4. Amounts for compensation of obligations of Seller – i.e. (deliverance of) Goods – that have already been invoiced, performed or delivered in implementation of the Agreement prior to the dissolution or termination, remain payable and become due and payable immediately at the moment of dissolution.
Article 12: Intellectual Property Rights
12.1. The intellectual property rights in respect of the Goods developed or made available pursuant to the Agreement or otherwise, or in respect of other materials such as packaging, labels, advertising material, texts, drafts, analyses, designs, documentation, manuals, reports, advices, offers as well as material in preparation thereof, vest exclusively in Seller, its licensors or its suppliers. By concluding an Agreement, Buyer will acquire neither all nor part of the intellectual property rights. For this purpose intellectual property rights are deemed to include any copyrights, trading names, trademarks, rights to drawings and/or design rights, patents, database rights, know-how, domain names, or entitlement to same.
12.2. Buyer guarantees that it will not do or omit anything that infringes the intellectual property rights of Seller or third parties whereby Seller has stipulated an (exclusive) licence, renders these rights invalid and/or jeopardises the ownership of the entitled party and/or the exclusive right of use of Seller concerning said intellectual property rights.
Article 13: Miscellaneous
13.1. Possible deviations to the Agreement made by Seller towards Buyer shall be limited to the specific case concerned and shall have no influence on the rights that Seller may invoke in other situations.
13.2. If any stipulation of the Agreement and/or these Terms and Conditions and/or other rules and arrangements applicable between Parties is/are invalid, the remaining stipulations of the Agreement and/or Terms and Conditions and/or other applicable rules and arrangements shall remain in effect. Parties shall agree on a new stipulation that is as close as possible to the intent of parties while being legally valid.
Article 14: Applicable law and competent court
14.1. The Agreement, these Terms and Conditions and any rules and regulations applicable between Parties are solely governed by and construed in accordance with Dutch law.
14.2. The applicability of the ‘United Nations Convention on Contracts for the International Sales of Goods’ (the ‘Vienna Sales Convention’) is excluded.
14.3. Disputes between Parties resulting from or otherwise connected to the Agreement and/or these Terms and Conditions, including but not limited to disputes that are only deemed to be such by one of Parties, shall be resolved as much as possible by consultation. Any dispute not resolved by Parties can solely be brought before the competent court in Utrecht, the Netherlands, unless Buyer is a consumer (a natural person acting for purposes outside his trade, business or profession), in which case the relevant dispute shall be brought before the court that is competent according to the normal rules of competency.