TERMS & CONDITIONS
ARTICLE 1. Definitions
1.1 General Sales Terms & Conditions
‘General Sales Terms & Conditions’ are understood to mean the
terms and conditions as set out in this document.
1.2 We/Us/Our:
Maarten Baas B.V. and/ or Baas Ontwerpen B.V. are the parties
using these general terms & conditions and they will be referred to
below as: “We”, “Us” or “Our”.
1.3 The Other Party
The ‘Other Party’ is understood to mean:
• any natural person or legal entity to whom or which We
address Our offers
• the party that addresses offers to Us
• the party with which We conclude an Agreement
• any party with which We have a legal relationship and, besides
said party, its representative(s), attorney(s), successor(s) in title
and heir(s).
• The party who accepted the General Terms & Conditions in
any way.
1.4 Work:
‘Work’ is understood to mean any work and design, regardless of its
use (functional/applied or as art object), delivered by Us to the
Other Party under the applicability of these general terms, and all
work and services performed by Us for the Other Party.
1.5 Project:
‘Project’ is understood to mean all design assignments that result in
a unique object, regardless of its use (functional/applied or as art
object), delivered by Us to the Other Party under the applicability of
these general terms, and all work and services performed by Us for
the Other Party.
1.6 Confidential Information:
‘Confidential Information’ is understood to mean any data,
information, plans, specifications, drawings, documents and know-
how disclosed by Us to the Other Party within the scope of the
Agreement or in the performance thereof. Furthermore,
Confidential Information is understood to mean any data and
information with regard to third parties that the Other Party has
received or heard or by/ through Us within the scope of the
Agreement.
1.7 Agreement:
The agreement between Us and the Other Party as regards Works,
Projects and/or other work or services to be provided by Us, which
is deemed to be concluded either at the time Our offer is accepted
by the Other Party in writing, or at the time We commence the
performance of the work relating to the Agreement.
ARTICLE 2. Applicability
2.1 These general terms apply to:
• All Our offers,
• All offers accepted by Us,
• Offers made by the Other Party,
• All Agreements,
• All work, services, deliveries and legal actions performed by
Us,
• Any legal relationship to be entered into between Us and the
Other Party in the future.
2.2 Any deviations from or additions to these general terms shall be
binding upon Us only if they have been agreed upon in writing.
2.3 Any general terms used by the Other Party and/or other terms
are explicitly rejected by Us.
2.4 If one or more terms set out in these general terms would be
invalid or set aside, the remaining terms of these general terms or
the Agreements concluded between the Other Party and Us, to
which these general terms apply, shall continue in full force and
effect. The invalid clause shall be replaced by a valid clause as close
as possible and similar in nature to the invalid clause.
ARTICLE 3. Quality
3.1 We undertake vis-à-vis the Other Party to deliver a performance
in compliance with the Agreement and to supply him with Works/
Projects of the specification, quality and quantity
further specified in the quotation or offer.
3.2 We undertake vis-à-vis the Other Party to deliver
Works/Projects according to professional standards, with a quality
that may be expected of a production by Maarten Baas.
3.3 We do not guarantee, nor are We liable (save intent or gross
negligence) for the suitability of Our Works/ Projects for the
(specific) purpose intended by the Other Party, not even if We were
informed of such purpose, unless the Parties have agreed the
contrary in writing.
3.4 Our Works/ Projects are/will be designed as objects of art and
sold as such. The Other Party must consider these Works/ Projects
as objects of art. Should these Works/Projects be used as functional
objects, the demands customary to functional objects cannot be
expected and/or the absence thereof cannot be held against Us.
Any liability of Us arising as a consequence of another use of the
Works/ Projects than as an object of art is explicitly excluded. We
expressly draw the attention to the safety instructions
accompanying each work.
3.5 Unless otherwise agreed, the risk of damage, destruction or
deterioration of the Work transfers to the Other Party, at the
moment Our Works/(results of) Projects leave Our premises (either
by pick up by or shipment to the Other Party).
ARTICLE 4. Offers and quotations, collaboration and termination
4.1 All quotations and offers for Works/ Projects made by Us are not
binding and may always be revoked by Us, even before a period for
acceptance has expired.
4.2 The Other Party understands and accepts that We (generally)
structure Our work in the phases as described below (4.3-4.6).
4.3 The phases and their specific conditions imply:
Sketch phase:
- The non-refundable fee of the sketch phase is, unless
otherwise agreed in writing, € 9,500.00, to be paid upon
acceptance of the offer and prior to the commencement of the
work. The sketch fee is excluding travel and accommodation
expenses unless otherwise agreed in writing.
- Based on Our understanding of the initial parameters and
range of budget provided by the Other Party, we will present,
unless otherwise agreed in writing, two design proposals, along
with an initial cost estimate.
- The follow-up with the Other Party to discuss the sketch
proposals and modify the sketches, if necessary, within the
available budget.
This phase covers one meeting on the Other Party’s
premises/location and two video meetings to deliberate and
discuss proposals. Additional meetings will be charged
separately (as set out in article 7).
- Once the concept is established, the final design will be worked
out in renderings accompanied by a specified budget (to be
approved by the Other Party), on the basis of which parties
enter into the next phase. The budget is to be considered as a
reasonable estimate. The total costs of a Work/Project may be
higher (or lower).
Production/ development phase:
- Upon the start of development/ production, a 50% down
payment of the agreed budget is due by the Other Party.
- The budget includes a contingency reserve. It is Our aim to
have any additional adjustments in this phase fit within the
initial budget, yet additional costs may arise during the
development phase.
- Additional costs which would lead to a budget overrun shall be
communicated to the Other Party in advance at all times.
- Leadtime/ production will start upon Our receipt of the down
payment.
- We will update the Other Party on the progress. We may
provide visual material to keep the Other Party informed on the
process of the production phase.
- Upon completion of the Work/Project, We will notify the Other
Party. The Other Party is responsible for the arrangement of the
pick up or transport/shipment of the Work/(result of) the
Project.
- Before shipping, We will send the Other Party full images of
the end result.
- Shipping shall only take place after payment (in full) of the
project-budget;
- In case of a choice for a pick up by The Other Party, the Work
shall be picked up within eight weeks from Our notification of
completion of the Work. The risk of damage, destruction or
deterioration of the Work transfers to the Other Party at the
moment the Work/(result of) the Project leaves our premises.
Should the Work/(result of the) Project not be picked up within
eight weeks from notification, We may, after sending the Other
Party a second notification stating the expiration of the 8 week-
term and giving a final term of 1 week to pick up or arrange the
transport for the Work/(result of) the Project, sell the
Work/(result of) the Project without any right to compensation
and/or refund of the Other Party.
4.4 We reserve the right to cancel a Work/Project and/or terminate
the Agreement if the Other Party does not approve within due time
the excess of an agreed budget as submitted by Us, as well as in any
other event that does not allow Us to continue and/or complete the
Work/the Project within the agreed timeframe and/or budget due
to circumstances that relate to any imputable acts or omissions of
the Other Party or to any fact or circumstance for which the Other
Party bears the risk.
4.5 Once the development/ production phase has started, and a
Work/Project is cancelled either upon request of the Other Party, or
if the Work/Project is cancelled by Us, due to circumstances for
which the Other Party is liable and/or bears the risk, such as any
default of the Other Party, change of decision making bodies, such
GENERAL TERMS & CONDITIONS MAARTEN BAAS B.V. | Ruiterskampweg 2A/B, as commissions, board members or key-persons, the following
cancellation fee will apply and become due upon.
Notification of the cancellation:
• 40 days or more prior to the (estimated) delivery/ pick-up
date; 50% of the set production budget.
• 40 days or fewer prior to the (estimated) delivery/ pick-up
date; 100% of the production budget.
The Other Party may cancel the Work/Project without cause at
reimbursement of 100% of the production budget.
4.6 A cancellation initiated by the Other Party will only be effective
if We receive written confirmation of the cancellation.
4.7 All offers made by Us will remain valid for a period of 6 weeks,
unless the offer is revoked by Us at any point of time or another
term is communicated. After this period, the offers automatically
lapse.
4.8 All offers are based on the information provided to Us and
based on the performance of the Agreement by Us under normal
circumstances and during the customary working hours, unless
explicitly indicated otherwise in writing.
4.9 When the Other Party has already requested third parties to
make offers earlier or simultaneously for the same Work, the Other
Party shall inform Us thereof whilst stating the name of such third
party.
4.10 All offers are based on the assumption of executing the
agreement, assignment or activities under common and regular
conditions.
4.11 The Other Party cannot derive any rights.
ARTICLE 5. Conclusion agreement
5.1 If an acceptance by the Other Party deviates from Our offer, this
is a new offer of the Other Party and considered as a rejection of
Our entire offer, even if the deviations are minor ones.
5.2 Orders, (additional) agreements made, alterations and/or
representations accepted after the Agreement by Our staff,
representatives, salesmen or other intermediaries will not be
binding, unless they are confirmed by Us in writing to the Other
Party.
5.3 Any amendment, deviation or adjustment of the offer by the
Other Party constitutes an dismissal of Our complete offer, which
offer therefore no longer applies.
5.4 We have the right to involve third parties for the proper
performance of the Agreement, the costs of which involvement will
be charged to the Other Party in conformity with the quotations
submitted (by Us or subcontractors). If possible, We will inform the
Other Party hereof in advance.
ARTICLE 6. Alterations
6.1 If circumstances present themselves during the performance of
the Agreement, which obstruct or threaten to obstruct the proper
performance thereof, the required measures will be taken in mutual
consultation to achieve an undisturbed progress.
6.2 Upon written request of an alteration of the Agreement by the
Other Party, including the request for a new/ altered version of the
Work/ Project, and/or an extension of the work to be performed by
Us, the resulting additional costs are to be borne by the Other Party.
ARTICLE 7. Price
7.1 All prices quoted by Us have been based on the price
determining factors known at the time the offer was made. We
always have the right to adjust the prices with immediate effect if a
statutory price-determining factor should give rise to this.
7.2 The prices quoted by Us will not automatically be applicable for
future orders.
7.3 The prices quoted by Us are exclusive of Dutch VAT, delivery
costs (including packaging, crating, transport, local customs, import
taxes, levies and assembly costs), service costs, installation costs and
further costs relating to the sale and/ or delivery and/ or installation
of Works/ Projects or to the performance of the Agreement, are for
the account of the Other Party and will indemnify and waive Us for
the payment of such taxes and levies.
7.4 The prices quoted by Us have been quoted in Euros, unless any
other currency is agreed upon in writing; any exchange differences
will be at the Other Party's risk, unless agreed otherwise in writing.
7.5 The provisions set out in paragraph 7.1. also apply if the changes
in price-determining factors as referred to in said paragraph are due
to circumstances that could have been anticipated upon the
conclusion of the Agreement.
7.6 If (additional) expenses are incurred due to (additional) requests
by the Other Party or circumstances attributable to the Other Party,
the Other Party shall reimburse these expenses on the following
basis:
- To the extent that they relate to man-hours made by Our
production team, a (urgent) rate of € 140,00 per hour will be
charged, and € 1.100,00 per half day for artistic design work
additional to the initial design process.
- (Additional) kilometres will be settled at a rate of €0.55 per
kilometre. Within 1 hour of travel time, only a km allowance is
charged, above that, an hourly rate of €55,00 p/h ex VAT is
charged in addition to a km allowance.
- Storage costs will be calculated at €10,00 per m3 per week, in
respect of which one part of a week will be counted as a full
week.
7.7 Costs or services that are not covered by the offer made by Us,
incurred on the Other Party's instruction, will, if applicable, be
reimbursed by the Other Party, in accordance with the rates
specified in paragraph 7.6. The same applies for additions to or
modifications of the Work/ Project requested by the Other Party, as
well as additional representative activities by Us in regard of the
Work / Project at the request of the Other Party.
ARTICLE 8. Delivery
8.1 Any delivery, pick-up and/ or installation dates stated on Our
side are not considered to be deadline dates, unless agreed
otherwise in writing.
8.2 If the exceeding of a delivery, pick-up and/ or installation date is
not attributable to Us, the Other Party can never claim any damages
or terminate/dissolve the Agreement.
8.3 Should delivery, pick-up and/ or installation of the Works/
Project be delayed or suspended at the request of, or as a result of
any default of the Other Party, the Other Party shall compensate Us
for any additional costs in accordance with article 7.6.
8.4 The delivery, pick-up and/ or installation dates stated have been
based on the prevailing working conditions applicable at the time
the Agreement was concluded/ on the data known to Us/ on the
GENERAL TERMS & CONDITIONS MAARTEN BAAS B.V. | Ruiterskampweg 2A/B, timely delivery of the material and/or component parts ordered by
Us for the performance of the Agreement.
ARTICLE 9. Transport
9.1 Unless agreed otherwise in writing, the transport/dispatch or
Our Works/(result of) Our Projects will be organised by - and at the
Other Party’s account and risk.
9.2 We will determine the manner of packaging of the Works/
Projects, unless agreed otherwise in writing.
9.3 Transport of the work to the place of destination as defined by
the Other Party is the Other Party’s risk and account.
ARTICLE 10. Payment
10.1 Settlement of claims the Other Party allegedly has on Us, is
excluded.
10.2 Unless otherwise agreed in writing, payment of invoices must
be made within 14 days after the date of invoice. All amounts to be
paid by the Other Party to Us shall be in Euros.
10.3 Prior to the start of the activities, production and/ or delivery
of the work We 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 Other Party to Us.
10.4 In the event of late or non-payment the Other Party is in
default, a contractual interest will be payable equal to an interest
percentage of 1.5% per month or the statutory interest/statutory
commercial interest (in case the Other Party is acting in the course
of a business), whichever is higher, in respect of which one part of a
month will be counted as a full month, as of the first day after expiry
of the payment term.
10.5 In the event of late or non-payment, We are entitled to keep
the Work/results of the Project at Our studio until payment is taken
care of. Storage costs will be at the expense of the Other Party and
charged at €10,00 per m3 per week, in respect of which one part of
a week will be counted as a full week, as of the first day after expiry
of the payment term.
10.6 If payment is overdue, the Other Party is in default and will
owe all damages and (extrajudicial collection) costs caused by the
non or late payment. In this connection, the extrajudicial collecting
costs are fixed at 15% of the amount payable by the Other Party,
with a minimum of €1.000,00.
10.7 In the event of winding-up, insolvency, a bankruptcy petition or
for a suspension of payment on the part of the Other Party, any
claim We may have on the Other Party on any account whatsoever
shall immediately be due and payable.
10.8 Ownership title to the work shall pass to the Other Party at first
and after complete payment of all amounts due by the Other Party
under the agreement has been received by Us.
ARTICLE 11. Suspension
11.1 We are authorized to suspend or cancel Our performance
(including future (partial) deliveries)) if the Other Party fails to fulfil
one or more of its obligations under the Agreement, or if
circumstances that have come to Our knowledge give Us reason to
fear that the Other Party will fail to fulfil its obligations.
11.2 If the Other Party, in spite of having received a written warning
from Us, containing a term of at least seven days (for payment or
compliance with the Agreement), fails to fulfil its obligations under
the Agreement in their entirety or in part, the Other Party is in
default. If in default, we reserve the right to terminate the
Agreement with immediate effect, by means of a written notice (per
mail or per email) to the Other Party, having the effect that the
Other Party can no longer exercise any right from the Agreement,
nor can it reclaim any payments already made under the
Agreement, and/or hold Us liable for suspension and/or non-
performance of Our obligations. In case of termination of the
Agreement, We may (at our sole discretion) decide to sell the
Work(s) to a third party. In case the proceeds of such sale together
with the payments already received by Us, exceed the total amount
initially due to Us (the full contractual amount) by the Other Party,
including possible extrajudicial collection costs, other costs incurred
and/or (interest) damage suffered by Us, We will refund the
exceeding amount to the Other Party.
ARTICLE 12. Force Majeure
12.1 ‘Force Majeure’, within the context of these general terms,
means: any circumstance not within Our reasonable control leading
to a delay or failure in Our performance of the Agreement,
including, but not limited to: loss, damage and/or delay during
transport, import and export restrictions, actions/measures at
customs, extreme absenteeism due to illness, (threats of) war,
terrorist activity, strikes, riots, epidemics, pandemics (including
COVID), inflation, actions taken by the government and/or public
authorities of any kind (including not granting a consent,
exemption, approval or clearance), accidents, fires, explosions,
storms, floods, earth quakes, or any other natural disaster/act of
god.
12.2 In the event of a Force Majeure, We shall not be considered in
default in the performance of the Agreement with the Other Party.
12.3 In the event of a Force Majeure, We are entitled to either
suspend the performance of the Agreement or to terminate the
Agreement in whole or in part, by means of a written notice to the
Other Party (per mail or email).
12.4 In the event of a Force Majeure, the Other Party does not have
the right to demand compensation (for damages) or performance of
the Agreement by Us. The Other Party does also not have the right
to dissolve or terminate the Agreement, unless such would be in
violation of the requirements of reasonableness and fairness.
12.5 In the event that Force Majeure leads to the definitive
impossibility of performing the Agreement on Our part, the Other
Party is entitled to terminate the Agreement by means of a written
notice to Us (per mail or email), without any right to compensation
for damages.
12.6 In case Force Majeure leads to the termination of the
Agreement (either by Us or by the Other Party), the Other Party is
bound to reimburse the costs incurred by Us in connection with the
manufacture of the Work and/or the execution of the Project.
retention of title, except within the scope of its normal conduct of
business of an acknowledged dealership or gallery.
12.3 If the Other Party fails to fulfil its payment obligations towards
Us, or if We have good reason to fear that it will fail to fulfil its
obligations, The Other Party shall upon Our first request in writing
provide all cooperation necessary to enable Us to regain possession
of Our Work(s) within 7 days of our request, in absence whereof the
Other Party shall forfeit an immediately payable penalty of 10% of
the total amount owed by the Other Party to Us under the
Agreement.
12.4 The Other Party shall be under the obligation to insure the
Works delivered under retention of title and to keep them insured
against fire, vandalism, damage caused by explosion or water, and
against theft, and to submit the policies of such insurance to Us for
inspection.
12.5 The Other Party shall upon Our first request:
a. pledge to Us any and all claims of the Other Party on
insurance companies relating to Work(s) delivered by Us under
retention of title in the manner specified in Article 239 of Book 3
of the Netherlands Civil Code.
b. cooperate in any other way with respect to reasonable
measures that We wish to take to protect Our title to Objects/
Projects, and which do not unreasonably hinder the Other
Party’s conduct of business.
12.6 We are not obliged to indemnify the Other Party in any way
against its liability as the holder of the Works/ Projects.
12.7 The Other Party indemnifies Us against claims from third
parties against Us, which may be linked to the retention of title, to
the Works/Projects delivered under the retention of title, or liability
for damage / injury to third parties in the event of incorrect use of
the Works/Projects.
ARTICLE 13. Retention of title
13.1 We shall retain the title to any Works/Projects until the Other
Party has fully and correctly complied with all its obligations under
the Agreement. The delivery of the Works /Projects does not imply
the transfer of title in the event the Other Party has not fulfilled its
obligations as described above.
13.2 The Other Party shall not be permitted to sell, pledge or grant a
third party any other right in respect of the Works delivered under
ARTICLE 14. Re-sale
14.1 In the event of intention to sell Our Works/Projects, the Other
Party shall notify Us in writing (per e-mail to
info@maartenbaas.com) immediately at the first possible occasion.
14.2 In the event of a resale to a third party, the Other Party shall
notify the third party of the safety instructions provided by Us to the
Other Party and of the warnings attached to the separate
Works/Projects as well as to fully inform the third party of the risks
of using the Works.
ARTICLE 15. Liability
15.1 We shall never be liable for any direct or indirect damage of
the Other Party, including all damage to the Works/Project and/or
all related damage of/by third parties, unless it is a matter of intent
or gross negligence on Our part.
15.2 Our liability towards the Other Party will be restricted to the
purchase price of the Object/ Project with due observance of
Article 15.5.
15.3 We shall not be liable for any damage or loss, consequential or
otherwise sustained by the Other Party or third parties due to the
use of Works/Projects supplied by Us or due to any other use that is
validated in these General Terms & Conditions.
15.4 In the event that We would, in contravention of Article 15.1, be
responsible for any damage, Our liability will always be limited to
direct damage to property or persons and will never extend to any
loss of profit or other consequential damage, including loss of
income. This damage will not be compensated, however, if the
Other Party has dissolved the Agreement. The said direct damage is
exclusively understood to mean:
a. The reasonable costs to be incurred by the Other Party to
cause Our performance to be in compliance with the
Agreement.
b. The reasonable costs incurred for establishing the cause and
scope of the damage, insofar as such establishment relates to
the direct damage within the meaning of these
terms;
c. The reasonable costs incurred to prevent or limit the damage,
insofar as the Other Party can prove that these costs have
resulted in limiting the direct damage within the
meaning of these general terms.
15.5 In the event that We may, contrary to the provisions set out in
Article 15.1, be liable for any damage, Our liability shall further be
limited to the price at which the Other Party has bought the Work
that caused the damage or the amount paid by the Other Party for
the order, but at any rate at most up to the amount paid out by Our
liability insurer in the relevant case.
15.6 Unless contradictory to compulsory law, Our liability lapses in
any case by the expiry of 1 year as of the date the contract is
completed.
ARTICLE 16. Indemnification
16.1 The Other Party shall indemnify Us against any third-party
claims that are in any way connected to (the use of) Our
Works/Projects in any other way than is validated in these General
Terms & Conditions, unless such claims would be the consequence
of intent or gross negligence on Our part.
16.2 Particularly, the Other Party shall indemnify Us against third
party claims that are the consequence of changes or additions that
have been performed after delivery by Us and for damage or loss
due to wrongful or careless use of the Works/Projects.
ARTICLE 17. Termination/Dissolution
17.1 If the Other Party fails to fulfil, or fails to fulfil in a proper and
timely manner, in spite of a notification by Us stating a reasonable
period for compliance, any obligation, whether relating to payment
or otherwise arising under any Agreement concluded with Us, as
well as in the event of a (the filing of a petition for) suspension of
payment or bankruptcy, guardianship order or winding-up of the
Other Party’s business, We will have the right, without intervention
of the court and without an additional and/or explicit notice of
default being required, to terminate/dissolve the Agreement or any
part thereof by a mere written statement.
17.2 Following the termination/dissolution, the Other Party will be
liable for the damage sustained by Us, including interest, loss of
profit, collecting costs and transport charges.
17.3 We have the right at all times to require that the Other Party
provides security, in any form whatsoever, for the fulfilment of all its
obligations under the Agreement. If the Other Party fails to act on
Our request to provide security, We have the right to
terminate/dissolve the Agreement based on article 4 and/ or to
suspend Our obligations.
ARTICLE 18. Intellectual property rights
18.1 Any and all rights of intellectual or industrial property to all
Works/ Projects developed or delivered under the Agreement,
including but not limited to: drawings, pictures, designs,
calculations, analyses, documentation, reports, offers, and
preparatory material, will exclusively be vested in Us or Our
licensors. The Other Party only acquires the powers explicitly
granted under these General Terms & Conditions or otherwise
granted in writing.
18.2 The entering into an Agreement and/or the delivery of Our
Works/ Projects do not include a transfer of intellectual property
rights to the Other Party.
18.3 The Work is, unless otherwise agreed in writing, exclusively
intended for private use.
18.4 The Other Party shall not reproduce the Works/Projects, make
copies thereof, show them and/or make them available to third
parties or use them in another manner than explicitly consented by
Us in writing. In case of any agreed use of Our Works/ Projects by
the Other Party, the Other Party shall expressly and in a clear
manner mention the name of Maarten Baas as the maker of the
work.
18.5 Unless otherwise agreed upon in writing, the Other Party
without Our prior expressly written consent is not entitled to sell,
alter the Work/Projects made by Us for public and/or semi-public
use in any way, or to give it another function or use it for other
purposes than indicated by Us.
18.6 Without prejudice of claiming damages and/ or compensation
by Us a violation of this article shall rise a penalty as of right, with
immediate effect, and not subject of any judicial intervention, of an
amount of €10.000,00 per violation and/ or per day during which
the violation continues.
18.7 Any publications in which any title of the Work/Project and the
name of "Baas" and/ or "Maarten Baas" will be used, always require
our prior written consent. We shall be available for mutual
consultation with regard to the intended external communication in
media such as invitations, in other printed matter and/or in digital
publications or references.
18.8 The Works/ Projects developed or delivered by Us do, to the
best of Our knowledge, not constitute an infringement of any
intellectual or industrial property rights held by third parties. We
shall indemnify the Other Party in this respect subject to the
conditions that (i) the Other Party forthwith informs Us in writing
(per e-mail) and in maximum detail of such claim and (ii) leaves the
proceedings, including the making of amicable settlements,
exclusively to Us and (iii) cooperates and provides Us with all
required support to terminate an alleged infringement, defend
Ourselves against any claim and/or to limit any damage.
18.9 If it has been established in a final and binding judgment of the
court that a third-party claim of infringement of intellectual or
industrial property rights is justified, We may, at Our sole discretion
and at Our expense, (a) acquire such rights, in order to enable the
Other Party to continue the use of the Work/ Project delivered by
Us, (b) to alter the Work/ Project in such manner that it does not
constitute an infringement any longer, or (c) to terminate/dissolve
the Agreement and refund the price paid by the Other Party, whilst
deducting a reasonable user’s fee.
18.10 The Other Party warrants Us, that the material disclosed or
provided to Us by the Other Party, including but not limited to
drawings, pictures, calculations and designs, does not constitute an
infringement of intellectual or industrial property rights, and it shall
indemnify Us against any and all third-party claims in this respect.
18.11 This Article shall survive termination or dissolution of the
Agreement.
18.12 The Other Party may only invoke the rights set out in this
Article if it has fulfilled all its obligations vis-à-vis Us.
ARTICLE 19. Non-disclosure
19.1 All Confidential Information will be treated as confidential by
the Other Party and this information shall not be disclosed or made
available by the Other Party to any third party without Our written
confirmation obtained in advance.
19.2 Confidential Information may be disclosed by the Other Party
only to those of its employees, who reasonably need to take note of
the Confidential Information. The Other Party will impose upon
these employees the same duty of confidentiality, as the duties
arising under this Art. 19.
19.3 The Other Party shall not use the Confidential Information for
any other purpose than the purpose for which it was provided by Us
and shall not use it in any other manner than indicated by Us.
19.4 This Article does not apply if the Confidential Information:
a. was already in the Other Party’s possession before the Other
Party received the Confidential Information from Us;
b. has already become part of the public domain at the date of
receipt of the Confidential Information by the Other Party;
c. must be disclosed under a ruling of the court.
19.5 This Article will survive termination of the Agreement, without
time limit.
19.6 In the event of s breach of any obligation set out in this Article,
the Other Party shall forfeit a penalty of €5.000,00/ day, that will be
due for immediate payment for each breach, or at Our discretion,
for each day the breach continues. This penalty is without prejudice
to Our right to compensation for any damage suffered by Us in
connection with the breach of the obligations in this Article.
damages due to any inappropriate use other than use as an object
of art, vandalism or damages resulting from normal wear and tear.
ARTICLE 20. Warranty & defects
20.1 Works/ Projects have a two-year warranty on manufacturers
defects. We warrant that Our Works/Projects will be free from
defects in material and workmanship for use as objects of art for
two years after date of purchase. We reserve the right, prior to
having any obligation under this limited warranty, to inspect the
damaged Work/Project, and all costs of shipping or inspection on
site shall be borne solely by the Other Party. In order to recover
under this limited warranty, the Other Party must make claim to Us
in writing within eight (8) days of the discovery of the defect or the
day when the defect should reasonably have been discovered by the
Other Party. Should (parts of) the Works/ Projects be found to be
faulty, We shall deliver the repaired and/or replaced (parts of) the
Works/ Projects to the original destination at Our own cost and shall
reimburse the Other Party for return delivery costs incurred.
20.2 We shall not be held responsible for any damages caused by
faulty installation by the Other Party or third party, or fault
maintenance performed by the Other Party or third party, without
the prior written consent of Us (for said installation or
maintenance). Furthermore, We shall not be held responsible for
any faulty repairs made by the Other Party or third party, or
20.3 We shall at Our sole discretion, repair or replace defective units
covered by the warranty. In order to keep this limited warranty in
effect, the Work/ Project must have been treated correctly and in
compliance with these General Terms & Conditions.
20.4 After the warranty has expired, any repair or replacement
(software/ hardware) will be offered at cost price + 15% margin +
shipping costs.
ARTICLE 21. Miscellaneous
21.1 By accepting an offer/ quotation or making a payment of Our
invoice the Other Party acknowledges having read, understood and
accepted these Terms and Conditions in full, and agrees to be legally
binding by these Terms and Conditions.
21.2 All of Our Works / Projects are delivered to a high standard.
The Other Party is obligated to preserve and maintain Our Works in
good condition, ensuring that the reputation of the maker is not
compromised.
21.3 The Other Party agrees that We reserve the right to include any
Works/ Projects done for the Other Party in Our portfolio.
21.4 We reserve the right to alter these Terms and Conditions at any
time without prior notice.
ARTICLE 22. Disputes and applicable law
22.1 All agreements to which these General Terms & Conditions are
applicable in their entirety or in part, shall be governed by the law of
the Netherlands.
22.2 Any disputes arising from offers and agreements, howsoever
named, shall be submitted to the court having jurisdiction in ’s-
Hertogenbosch, the Netherlands, whilst excluding any other
court.
GENERAL TERMS & CONDITIONS MAARTEN BAAS B.V. | Ruiterskampweg 2A/B, 5222 BB , ‘s-Hertogenbosch (NL) | www.maartenbaas.com | version 1
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2026