Terms & Conditions Van Oossanen Academy
Article 1 Definitions
Customer: Any party requesting a Quotation or entering into an agreement with Van Oossanen Academy Publishers which company is managed by Van Oossanen & Associates B.V., hereinafter: Van Oossanen;
General Terms and Conditions: These General Terms and Conditions of Van Oossanen;
Content: All works, texts, data, information or other materials that are issued, communicated or made available by Van Oossanen, with the exception of Software;
IP Rights: All rights of intellectual property and related rights, such as copyrights, trademark rights and database rights;
Login Details: The user name, password and address details provided by the Customer with which the Customer has access to the Products;
Quotation: any offer made by Van Oossanen to the Customer;
Agreement: Any agreement regarding the delivery of Products and/or Services between Van Oossanen and the Customer, including any changes and additions thereto;
Parties: Van Oossanen and the Customer;
Products: All items offered by Van Oossanen;
In Writing: Any communication either on paper or by email;
Van Oossanen: Van Oossanen Academy Publishers, a company driven by the private company with limited liability Van Oossanen & Associates BV, registered in the trade register under number 0908 4438.
Web shop: A web shop of Van Oossanen.
Article 2 Applicability
2.1. These General Terms and Conditions are applicable to, and form an integral part of, every Agreement and every Quotation made by Van Oossanen. Van Oossanen excludes the applicability of the (general) purchase or other conditions used by the Customer.
Article 3 Agreement
3.1 The Agreement regarding an order placed by the Customer via the Web shop is concluded the moment this order has been confirmed in writing by Van Oossanen to the Customer. Subject to proof to the contrary, the scope of the agreement will be in accordance with the aforementioned confirmation.
3.2 Any offer in the Web shop is only valid at the time that the Offer was shown in the web shop. If the Customer places an order via the Web shop, the prices as stated at the time of ordering on the Web shop will apply. Van Oossanen may change the offered products and the corresponding prices in the Web shop at any time.
3.3 Changes to an Agreement can only be agreed in Writing. Van Oossanen is at all times entitled to change the scope of the agreed delivery if, in its opinion, the Products to be delivered are not available on time. If, in the opinion of Van Oossanen, it concerns a substantial change, it will inform the Customer about this change in advance. If, in the opinion of Van Oossanen, the change gives rise to this, Van Oossanen will consult with the Customer about a possible reduction of the agreed price.
Article 4 Prices and payment terms
4.1 Unless explicitly stated otherwise, all prices used by Van Oossanen are exclusive of turnover tax and other levies imposed by the government and do not include administration, installation, transport and shipping costs.
4.2 Shipping costs are automatically calculated based on the delivery address.
4.3 Payment must be made at the time the order is placed via the Web shop in accordance with the instructions displayed on the relevant website of the Web shop.
Article 6 Retention of title and risk
6.1 The ownership of the Products delivered will not be transferred to the Customer until it has fulfilled all its obligations towards Van Oossanen.
6.2 The risk of loss of or damage to Products is transferred to the Customer at the time of delivery.
Article 8 Delivery periods
8.1 The (delivery) times mentioned or agreed by Van Oossanen are indicative delivery times. They are not deadlines.
Article 9 Complaints and return shipments
9.1 The Customer must inform Van Oossanen in writing of any shortcomings within fourteen days of receipt of the delivery. If the Customer does not lodge a complaint within this period, the defect shall be deemed to have arisen after delivery, unless proven otherwise.
9.2 The Customer may return the purchased Products to Van Oossanen within fourteen days after delivery. In the event that the Customer acts in the exercise of a profession or business, this right of return applies only if the Product was not ordered by the Customer or if the Customer has received the Product with physical damage. Van Oossanen will refund the full sale amount to the Customer within thirty days of receipt of the returned Product.
Article 12 Personal data
12.1 Insofar as Van Oossanen processes personal data as referred to in the Personal Data Protection Act, it will process these personal data in accordance with Van Oossanen’s Privacy Statement and the applicable laws and regulations.
Article 13 Intellectual property rights
13.1 Unless agreed otherwise in writing, all intellectual property rights that are held by Van Oossanen will remain exclusively with Van Oossanen and/or its licensors. The provisions of this article constitute a reservation within the meaning of Article 15 (1) of the Copyright Act.
13.2 Van Oossanen does not waive the personality rights specified in Article 25 of the Copyright Act.
13.3 In the event that IP Rights on (part of) the delivered Products accrue to licensors of Van Oossanen, the Customer may need to accept the licence terms and conditions of these third parties in order to be able to use the Products. If the Customer is unwilling to do so, it will not be entitled to any claim against Van Oossanen in this respect.
13.4 In the event that it has been irrevocably established by law that the goods delivered by Van Oossanen infringes any third party intellectual property rights, or if, in the opinion of Van Oossanen, there is a reasonable chance that such an infringement will occur, Van Oossanen will, if possible, ensure that the Customer can continue to use the delivered goods. Any other or more extensive liability or indemnity obligation of Van Oossanen for violation of IP rights of a third party is excluded.
Article 14 Guarantees and indemnity
14.1 The Customer guarantees that it will only use the delivered Products for its own use and will not copy and/or distribute these for a commercial purpose. The Customer also guarantees that it will not use Products delivered by Van Oossanen:
14.1.1 in such a manner that it infringes the rights of Van Oossanen or third parties and/or in an otherwise unlawful manner, including IP rights and rights for the protection of privacy;
14.1.2 in violation of applicable laws and regulations; and/or
14.1.3 contrary to a provision of the Agreement.
14.2 The Customer shall indemnify Van Oossanen against all third-party claims regarding damage and costs arising from and/or related to and/or resulting from a violation of the aforementioned guarantee by the Customer.
Article 15 Liability
15.1 Unless a mandatory statutory provision dictates otherwise, Van Oossanen shall only be obliged towards the Customer to compensate any damage suffered by the Customer if the provisions of Article 6:81 of the Dutch Civil Code are met with regard to the default of Van Oossanen.
15.2 If Van Oossanen is obliged to compensate for the damage suffered by the Customer in connection with a Product it delivered, the obligation to compensate for this damage shall be limited to the amount involved in the relevant agreement.
15.3 Insofar as Van Oossanen, for whatever reason, is obliged to reimburse a higher amount to the Customer than described in the previous paragraph, the total liability of Van Oossanen, for whatever reason, shall be limited to the amount that the Insurer has paid for the relevant claim, with a maximum of ten thousand euros.
15.4 The following damage is excluded from compensation: loss of profits, missed savings, reduced goodwill, lost orders from customers, loss due to business interruption, losses, costs incurred to prevent or establish consequential loss, loss, exchange or damage to electronic data and/or damage due to delay of data traffic.
Article 16 Termination
16.1 The Customer is not entitled to terminate or dissolve the Agreement for reasons other than those specified in the following paragraphs.
16.2 Both Parties may terminate the Agreement in writing without notice of default or intervention of the court and without being liable for any damages or compensation with immediate effect in the event that the other Party applies for suspension of payments, files for its own bankruptcy, has its bankruptcy filed or has been declared bankrupt, the enterprise of the other Party is or is being wound up or terminated, other than for the sake of merger of companies, a substantial part of the assets of the other Party is or has been seized or in the event that the other Party is no longer able to fulfil its obligations.
16.3 Both Van Oossanen and the Customer are entitled to dissolve the Agreement in whole or in part in the event that the other Party imputably fails to fulfil its obligations under the Agreement and the default as established in the provisions of Article 6:81 of the Dutch Civil Code has taken effect.
16.4 Van Oossanen shall be entitled to terminate the Agreement, whether or not partially, if a Product to be delivered can no longer be delivered, is withdrawn from the market or is otherwise (permanently) no longer available.
16.6 Provisions from the Agreement and these General Terms and Conditions which, by their nature, are intended to remain applicable after the end of the Agreement shall remain in full force upon termination of the Agreement.
Article 17 Miscellaneous provisions
17.1 These General Terms and Conditions, the Agreement and the use of Products and/or Services are governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.
17.2 Disputes between Van Oossanen and the Customer are exclusively submitted to the competent court of the District Court of The Hague.
17.3 In the event any provision of these General Terms and Conditions is declared null and void or is annulled, the remaining provisions will remain in full force. In such a situation, Van Oossanen will adopt a new provision to replace the null and void/nullified provision, thereby observing the goal and meaning of the null and void/nullified provision to the extent possible.
17.4 Van Oossanen is entitled to engage third parties for the performance of the Agreement.
17.5 The rights and obligations under the Agreement cannot be (sub) licensed or transferred by the Customer to a third party, unless Van Oossanen explicitly agrees to this in Writing. Van Oossanen will not withhold such permission on unreasonable grounds.
17.7 If, at any time, Van Oossanen does not invoke a right or power conferred on it by virtue of the Agreement or the law, this shall not constitute a waiver of that right or power.