General terms and conditions

This fine print governs the terms and conditions applicable to the agreement between you as a customer and us as a company. They pertain to your rights and obligations as the other party purchasing and paying for products and services from us, and our rights and obligations as an entrepreneur selling and delivering the products to you in good condition. Consider the delivery terms and payment conditions. Consumers have a full 30-day cooling-off period with us, which means the right to cancel the agreement if the products or services are not customized. In that case, we have already included the return form for you. If you discover any defects in the delivered products, we have a fair complaints procedure. We will then ensure that the problem is resolved as much as possible. We will investigate the cause of the defects and how they occurred. You will receive a minimum of 2 and a maximum of 25 years' warranty on the delivered products. Shipping of the ordered products is free. Thank you for reading our terms and conditions!

Article 1 - Definitions

In these terms and conditions the following terms shall have the following meanings:

1. Reflection period : the period within which the Consumer can make use of his right of withdrawal;
2. Counterparty : the party that has accepted that the general terms and conditions of the Entrepreneur apply to the Agreement;
3. Consumer : the natural person who is not acting for purposes relating to his trade, business, craft or profession;
4. Day : calendar day;
5. Digital content : data produced and supplied in digital form;
6. Duration contract : a contract aimed at the regular delivery of goods, services and/or digital content over a specific period;
7. Durable medium : any instrument - including e-mail - that enables the Counterparty or Entrepreneur to store information addressed personally to him in a way accessible for future consultation or use for a period of time adequate to the purpose for which the information is intended and which allows for the unchanged reproduction of the stored information;
8. Right of withdrawal : the option for the Consumer to cancel the distance contract within the cooling-off period;
9. Entrepreneur : the natural or legal person who offers products, (access to) digital content and/or services remotely to the Counterparty;
10. Distance Contract : an agreement concluded between the Entrepreneur and the Counterparty within the framework of an organised system for the distance sale of products, digital content and/or services, whereby up to and including the conclusion of the agreement exclusive or partly use is made of one or more techniques for distance communication;
11. Model withdrawal form : the European model withdrawal form set out in Appendix I to these terms and conditions;
12. Remote communication technology : means that can be used to conclude an agreement, without the Counterparty and the Entrepreneur having to meet in the same room at the same time.

Article 2 - Applicability and binding nature

1. These general terms and conditions apply to every offer from the Entrepreneur and to every distance contract concluded between the Entrepreneur and the Other Party.
2. Before the distance contract is concluded, the text of these general terms and conditions will be made available to the Other Party.
3. If the distance contract is concluded electronically, the text of these general terms and conditions will be made available to the Counterparty electronically in such a way that it can be easily stored by the Counterparty on a durable data carrier before the contract is concluded.
4. These general terms and conditions apply to all services provided by the Entrepreneur, unless otherwise agreed in writing.
5. If the Entrepreneur does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the Entrepreneur would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

Article 3 - The offer

1. If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
2. The offer contains a complete and accurate description of the products, digital content, and/or services offered. The description is sufficiently detailed to enable the Counterparty to properly assess the offer. If the Entrepreneur uses images, these are a true representation of the products, services, and/or digital content offered. Obvious mistakes or errors in the offer are not binding on the Entrepreneur.
3. Each offer contains such information that it is clear to the Counterparty what rights and obligations are attached to accepting the offer.

Article 4 - The Agreement

1. Subject to the provisions of paragraph 4, the agreement shall be concluded at the time the Counterparty accepts the offer and complies with the conditions set therein.
2. If the Counterparty has accepted the offer electronically, the Entrepreneur will immediately confirm receipt of acceptance of the offer electronically. As long as the Entrepreneur has not confirmed receipt of this acceptance, the Counterparty may terminate the agreement.
3. If the agreement is concluded electronically, the Entrepreneur will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a secure web environment. If the Counterparty can pay electronically, the Entrepreneur will implement appropriate security measures.
4. The Entrepreneur may, within legal frameworks, investigate whether the Counterparty can meet its payment obligations, as well as all facts and factors relevant to responsibly entering into the distance contract. If, based on this investigation, the Entrepreneur has good reason not to enter into the contract, they are entitled to refuse an order or request with reasons or to impose special conditions on its execution.
5. The Entrepreneur shall, at the latest upon delivery of the product, service or digital content to the Counterparty, send the following information in writing or in such a way that it can be stored by the Counterparty in an accessible manner on a durable data carrier:
   1. the visiting address of the Entrepreneur's establishment where the Counterparty can submit complaints;
   2. the conditions under which and the manner in which the Counterparty can exercise the right of withdrawal, or a clear statement regarding the exclusion of the right of withdrawal;
   3. the information about warranties and existing after-sales service;
   4. the price inclusive of all taxes of the product, service or digital content; where applicable, the costs of delivery; and the method of payment, delivery or performance of the distance contract;
   5. the requirements for terminating the agreement if the agreement has a duration of more than one year or is of indefinite duration;
   6. if the Counterparty has a right of withdrawal, the model withdrawal form.
6. In the case of a long-term transaction, the provision in the previous paragraph only applies to the first delivery.

Article 5a - Right of withdrawal for consumers upon delivery of products

1. When purchasing products, the Consumer has the right to cancel the agreement without giving reasons within 30 days. This period begins on the day after the Consumer receives the product.
2. During this period, the Consumer will handle the product and packaging with care. They will only unpack or use the product to the extent necessary to assess whether they wish to keep it. If they exercise their right of withdrawal, they will return the product with all accessories supplied and – if reasonably possible – in its original condition and packaging to the Entrepreneur, in accordance with the reasonable and clear instructions provided by the Entrepreneur.

Article 5b - Right of withdrawal for consumers when supplying services

1. When providing services, the Consumer has the option to cancel the agreement without giving any reason within seven working days, starting on the day the agreement is concluded.
2. In order to exercise his right of withdrawal, the Consumer will follow the reasonable and clear instructions provided by the Entrepreneur with the offer and/or at the latest upon delivery.

Article 5c - Costs in case of withdrawal by Consumers

1. If the Consumer exercises his right of withdrawal, he will be responsible for at most the costs of return.
2. If the Consumer has paid an amount, the Entrepreneur will refund this amount as soon as possible, but no later than 14 days after the return or cancellation.

Article 6 - Exclusion of the right of withdrawal for consumers

1. If the Consumer does not have a right of withdrawal, this can only be excluded by the Entrepreneur if the Entrepreneur has clearly stated this in the offer, at least in good time before the conclusion of the agreement.
2. Exclusion of the right of withdrawal is only possible for products:
   1. which have been created by the Entrepreneur in accordance with the Consumer's specifications;
   2. that are clearly personal in nature;
   3. which by their nature cannot be returned;
   4. that can age quickly;
   5. the price of which is subject to fluctuations in the financial market over which the Entrepreneur has no influence.
3. Exclusion of the right of withdrawal is only possible for services:
   1. the delivery of which has commenced with the express consent of the Consumer before the cooling-off period has expired.

Article 7 - Obligations of the Entrepreneur in case of withdrawal

1. If the Entrepreneur makes it possible for the Consumer to notify the withdrawal electronically, he will immediately send an acknowledgement of receipt after receiving this notification.
2. The Entrepreneur will reimburse all payments made by the Consumer, including any delivery costs charged by the Entrepreneur for the returned product, without delay, but within 14 days of the date on which the Consumer notified the Entrepreneur of the withdrawal. Unless the Entrepreneur offers to collect the product itself, it may withhold reimbursement until it has received the product or until the Consumer demonstrates that they have returned the product, whichever is earlier.
3. The Entrepreneur will use the same payment method the Consumer used for the refund, unless the Consumer agrees to a different method. The refund is free of charge for the Consumer.
4. If the Consumer has opted for a more expensive method of delivery than the cheapest standard delivery, the Entrepreneur is not obliged to reimburse the additional costs for the more expensive method.

Article 8 - Delivery and execution

1. The Entrepreneur will exercise the utmost care when receiving and executing orders for products and when assessing applications for the provision of services.
2. The place of delivery shall be the address that the Counterparty has communicated to the Entrepreneur.
3. Subject to the provisions of Article 4 of these general terms and conditions, the Entrepreneur will fulfill accepted orders expeditiously, but no later than 30 days, unless a different delivery period has been agreed upon. If delivery is delayed, or if an order cannot be fulfilled or can only be partially fulfilled, the Other Party will be notified of this no later than 30 days after placing the order. In that case, consumers have the right to terminate the agreement free of charge.
4. After termination in accordance with the previous paragraph, the Entrepreneur will immediately refund the amount paid by the Consumer.
5. The risk of damage and/or loss of products rests with the Entrepreneur until the moment of delivery to the Counterparty or a previously designated representative made known to the Entrepreneur, unless expressly agreed otherwise.

Article 9 - Compliance with the agreement and additional warranty

1. The Entrepreneur warrants that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability, and the legal provisions and/or government regulations in force on the date the agreement is concluded. If agreed, the Entrepreneur also warrants that the product is suitable for other than normal use.
2. The warranty stated in this article is valid for a period of two years after delivery, unless the nature of the delivered product dictates otherwise, the parties have agreed otherwise, or the product specification specifies a different warranty period. If the warranty provided by the Entrepreneur concerns an item manufactured by a third party, the warranty is limited to the term provided by the manufacturer of the item, unless stated otherwise.
3. Any form of warranty shall lapse if a defect has arisen as a result of or arising from improper or inappropriate use of the item(s) or use after the expiration date, incorrect storage or maintenance thereof by the Other Party and/or by third parties when, without the written permission of the Entrepreneur, the Other Party or third parties have made or attempted to make changes to the item, other items have been attached to it that should not be attached to it or if these have been processed or edited in a manner other than that prescribed. The Other Party is also not entitled to claim under the warranty if the defect has arisen due to or is the result of circumstances beyond the Entrepreneur's control, including weather conditions (including but not limited to extreme rainfall, storms or extraordinary temperatures), etc.
4. An additional warranty provided by the Entrepreneur, its supplier, manufacturer or importer never limits the statutory rights and claims that the Counterparty can assert against the Entrepreneur under the agreement if the Entrepreneur has failed to fulfil its part of the agreement.
5. An extended warranty is understood to mean any obligation of the Entrepreneur, its supplier, importer or manufacturer in which it grants the Other Party certain rights or claims that go beyond what it is legally obliged to do in the event that it has failed to fulfil its part of the agreement.

Article 10 - Defects, complaint periods

1. The Counterparty must inspect the purchased items upon delivery or within 3 business days thereafter. In doing so, the Counterparty must at least verify whether the delivered items conform to the agreement, namely:
   • whether the correct items have been delivered;
   • whether the delivered goods correspond in terms of quantity (for example the amount and number) with what was agreed;
   • whether the delivered goods meet the agreed quality requirements or - if these are lacking - the requirements that may be set for normal use and/or commercial purposes.
2. If visible defects or shortages are found, the Counterparty must report these to the Contractor in writing within 3 business days of delivery. After these 3 business days, the Contractor is deemed to have delivered correctly.
3. Even if the Counterparty submits a timely complaint, their obligation to pay for and accept orders placed remains unaffected. The Entrepreneur will not process complaints until the full payment obligation has been met. When processing a complaint, the Entrepreneur always reserves the right, pending the question of its validity, to request additional security or payment, whether or not into the escrow account of a lawyer or notary designated by the Entrepreneur, before processing the complaint.
4. Unless expressly agreed otherwise in writing, in the event of a complaint about an item, the Counterparty must return this item to the Entrepreneur for assessment and repair.

Article 11 - The price

1. During the validity period stated in the offer, the prices of the products and/or services offered will not be increased, except for price changes due to changes in VAT rates.
2. Notwithstanding the previous paragraph, the Entrepreneur may offer products or services with variable prices, the prices of which are subject to fluctuations in the financial market over which the Entrepreneur has no control. This subjection to fluctuations and the fact that any stated prices are target prices will be stated in the offer.
3. Price increases within 3 months after the conclusion of the agreement are only permitted if they are the result of statutory regulations or provisions.
4. Price increases from 3 months after the conclusion of the agreement are only permitted if the Entrepreneur has stipulated this and:
5. these are the result of statutory regulations or provisions; or
6. the Counterparty has the authority to terminate the agreement with effect from the day on which the price increase takes effect.
7. The prices stated in the offer of products or services include VAT.

Article 12 - Payment

1. Unless otherwise specified in the agreement or additional terms, amounts owed by the Counterparty must be paid within 14 days of the start of the cooling-off period, or, in the absence of a cooling-off period, within 14 days of concluding the agreement. In the case of an agreement to provide a service, this period commences on the day after the Counterparty receives confirmation of the agreement.
2. When selling products to consumers, the general terms and conditions may never obligate the consumer to pay more than 50% in advance. If an advance payment is agreed upon, the consumer cannot assert any rights regarding the execution of the relevant order or service(s) until the agreed advance payment has been made.
3. For consumer sales, a deposit is required for orders of €5,000 or more. The deposit is 15% of the order value, including VAT.
4. The Counterparty has the duty to report any inaccuracies in payment details provided or stated to the Entrepreneur without delay.
5. If the Counterparty fails to meet its payment obligation(s) on time, and after the Entrepreneur has notified the Counterparty of the late payment and has granted the Counterparty a period of 14 days in which to still meet its payment obligations, if payment is not made within this 14-day period, the Counterparty shall owe statutory interest on the outstanding amount, and the Entrepreneur shall be entitled to charge the Counterparty for any extrajudicial collection costs incurred. These collection costs shall amount to a maximum of: 15% on outstanding amounts up to €2,500; 10% on the subsequent €2,500; and 5% on the subsequent €5,000, with a minimum of €40.
6. If the Counterparty is in default of (timely) fulfillment of any (payment) obligation, then, in addition to the principal sum and interest, all costs incurred in obtaining satisfaction out of court shall be borne by the Counterparty.
7. In the event of liquidation, bankruptcy, or (provisional) suspension of payments of the Counterparty, or if the Counterparty is declared subject to a debt restructuring scheme, or if a substantial part of its assets is seized, as well as in the event of force majeure, all obligations of the Counterparty under any agreement shall become immediately due and payable. The Entrepreneur shall then be entitled to suspend the performance of any agreement concluded with the Counterparty or to terminate that agreement.

Article 13 - Retention of title

1. The goods delivered by the Entrepreneur under the agreement remain the property of the Entrepreneur until the Other Party has properly fulfilled all obligations arising from the agreement(s) concluded with the Entrepreneur.
2. The goods delivered by the Entrepreneur, which are subject to the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Counterparty is not authorized to pledge or otherwise encumber the goods subject to the retention of title.
3. The Counterparty must always do everything that can reasonably be expected of them to safeguard the ownership rights of the Contractor. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Counterparty is obligated to immediately inform the Contractor thereof. Furthermore, the Counterparty undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage, as well as against theft, and to make the policy of this insurance available for inspection to the Contractor upon first request. In the event of a payment under the insurance, the Contractor is entitled to these funds. To the extent necessary, the Counterparty undertakes in advance to cooperate with the Contractor in everything that may (appear to be) necessary or desirable in this regard.
4. In the event that the Entrepreneur wishes to exercise its ownership rights as indicated in this article, the Counterparty hereby grants unconditional and irrevocable permission in advance to the Entrepreneur and any third parties designated by the Entrepreneur to enter all places where the Entrepreneur's property is located and to take it back.

Article 14 - Intellectual property

1. The Entrepreneur reserves the rights and powers to which he is entitled under the Copyright Act, the Neighboring Rights Act and other laws and regulations.
2. The intellectual property rights to the products and services remain with the rights holder(s). The Counterparty only acquires the right of use.
3. The Entrepreneur's performance of the agreement does not constitute the transfer of any intellectual property rights held by the Entrepreneur or by third parties. All intellectual property rights arising during or resulting from the performance of the agreement belong to the Entrepreneur.

Article 15 - Force Majeure

1. The Entrepreneur is not obliged to fulfil any obligation towards the Counterparty if he is prevented from doing so as a result of a circumstance that is not attributable to fault and for which he is not responsible under the law, a legal act or generally accepted views.
2. In these terms and conditions, force majeure is understood to mean, in addition to its definition in law and case law, all external causes, whether foreseen or unforeseen, beyond the Contractor's control, which prevent the Contractor from fulfilling its obligations. This includes strikes in the Contractor's business or that of third parties. The Contractor also has the right to invoke force majeure if the circumstance preventing (continued) fulfillment of the agreement occurs after the Contractor should have fulfilled its obligation.
3. The entrepreneur may suspend its obligations under the agreement during the period of force majeure. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to compensate the other party for damages.
4. If, at the time the force majeure occurs, the Contractor has already (partially) fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, the Contractor is entitled to invoice the part already fulfilled or to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.

Article 16 - Liability

1. If the Entrepreneur is liable, then this liability is limited to what is stated in this provision.
2. The Entrepreneur is not liable for damage of any nature whatsoever arising from the Entrepreneur's use of incorrect and/or incomplete information provided by or on behalf of the Other Party.
3. If the Entrepreneur is liable for any damage, the Entrepreneur's liability is limited to a maximum of the invoice value of the order, or at least to that part of the order to which the liability relates.
4. The Entrepreneur's liability is in any case always limited to the amount of the payment from his insurer in the event and with a maximum of the amount covered and paid out under the Entrepreneur's liability insurance.
5. The Entrepreneur is only liable for direct damages, losses, or costs, etc., resulting from a serious shortcoming attributable to the Entrepreneur, insofar as this shortcoming demonstrably results from intentional misconduct or intentional recklessness. The Entrepreneur is never liable for business damage, consequential damage, and/or indirect damages, losses, or costs, etc.
6. Direct damage is understood to mean exclusively the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to ensure that the Entrepreneur's defective performance complies with the agreement, insofar as these can be attributed to the Entrepreneur and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
7. The entrepreneur is never liable for indirect damage, including consequential damage, lost profits, lost savings and damage due to business stagnation.
8. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of the Entrepreneur or his managerial subordinates.
9. All claims of the Counterparty against the Entrepreneur shall expire one year after the date of the incident on which the claim is based.

Article 17 - Indemnification

1. The Counterparty shall indemnify the Entrepreneur against any claims by third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to parties other than the Entrepreneur.
2. If the Contractor is held liable by third parties for this reason, the Counterparty is obligated to assist the Contractor both in and out of court and to immediately take all steps that may be expected of them in that case. Should the Counterparty fail to take adequate measures, the Contractor is entitled, without notice of default, to take such measures itself. All costs and damages incurred by the Contractor and third parties as a result thereof shall be borne entirely by the Counterparty.

Article 18 - Complaints procedure

1. The Entrepreneur has a sufficiently publicised complaints procedure and handles the complaint in accordance with this complaints procedure.
2. Complaints regarding the performance of the agreement must be submitted to the Entrepreneur fully and clearly described within a reasonable time after the Counterparty has discovered the defects.
3. Complaints submitted to the Entrepreneur will be answered within 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, the Entrepreneur will respond within 14 days with an acknowledgement of receipt and an indication of when the Counterparty can expect a more detailed response.
4. If the complaint cannot be resolved by mutual agreement within a reasonable period or within 3 months after submitting the complaint, a dispute arises that is subject to the dispute resolution procedure.

Article 19 - Applicable law and dispute resolution

1. All legal relationships in which the Entrepreneur is a party are governed exclusively by Dutch law, even if an obligation is performed in whole or in part abroad or if the party involved in the legal relationship resides there. The applicability of the Vienna Sales Convention is excluded.
2. The court in the Entrepreneur's place of business has exclusive jurisdiction to hear disputes, unless mandatory law prescribes otherwise. Nevertheless, the Entrepreneur retains the right to submit the dispute to the legally competent court.
3. The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.
   
   

Article 20 - Additional or deviating provisions

1. Additional or deviating provisions from these general terms and conditions may not be to the detriment of the Counterparty and must be recorded in writing or in such a way that they can be stored by the Counterparty in an accessible manner on a durable data carrier.

Article 21 - Expiration Period

1. Unless otherwise provided in these general terms and conditions, rights of action and other powers of the Counterparty against the Contractor, on whatever grounds, in connection with the work performed or to be performed by the Contractor, shall in any case expire after one year (twelve months) after the moment at which the Counterparty became aware or could reasonably have been aware of the existence of these rights and powers.

Article 22 - Identity of the Entrepreneur

Name: Djati&Mastello BV
Address: 2e Loswal 14, 1216BC Hilversum, Netherlands
Phone number: +31 (0) 35 750 2882
Email: info@mastello.nl / info@mastello.be
Chamber of Commerce number: 72004029
VAT number: NL858938492B01
VAT number: BE 0738.564.433
v.1.0.4 | FEB 2021

Annex I: Model withdrawal form

(only complete and return this form if you wish to cancel the agreement)

To: [ Djati&Mastello BV ]
[ 2e Loswal 14, 1216BC Hilversum, Netherlands ]
[ info@mastello.nl ]

I/We* hereby inform you that I/we* terminate our agreement concerning
the sale of the following products: [product designation]*
the supply of the following digital content: [designation of digital content]*
the performance of the following service: [service designation]*,
revokes/revoked*

Ordered on*/received on* [date of ordering services or receiving products]
[Consumer Name(s)]
[Consumer's Address]
[Signature of Consumer(s)] (only when this form is submitted on paper)

* Cross out what does not apply or fill in what applies.