General sales, delivery and payment conditions Mister Pop

 

Definitions

1.        Mister Pop: Mister Pop B.V., established in Sneek under Chamber of Commerce number 66086361.

2.        Customer: the person with whom Mister Pop has entered into an agreement.

3.        Parties: Mister Pop and customer together.

4.        Consumer: a customer who is also an individual and acts as a private person.

 

Applicability of general terms and conditions

1.        These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Mister Pop.

2.        Parties may only deviate from these conditions if they have expressly agreed to this in writing.

3.        Parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.

 

Offers and quotations

1. Offers, quotations and Proformas (hereinafter Offer) of Mister Pop are without obligation unless otherwise expressly stated therein.
2. An Offer is valid for a maximum of 2 weeks, unless another acceptance period is stated in the offer, quotation or on the Proforma.
3. If the customer does not accept an offer within the applicable period, the offer expires. 
4. Offers and promotions do not apply to repeat orders, unless the parties have expressly agreed to this in writing.
5. Information mentioned on the website, in catalogs, illustrations, drawings, weights and measures etc. is only binding if and insofar as it is expressly included in a contract signed by the parties or an order confirmation signed by Mister Pop.
6. Every offer is based on execution of the agreement under normal circumstances and during normal working hours.

 

Acceptance

1.        Upon acceptance of a non-binding quotation or offer, Mister Pop reserves the right to withdraw the quotation or offer within 3 days of receipt of the acceptance, without the customer being able to derive any rights from this.

2.        Oral acceptance by the customer only binds Mister Pop after the customer has confirmed this in writing (or electronically).

3.        If the agreement is entered into in writing, it will be concluded on the day of signing the contract by Mister Pop or on the day of sending the written order confirmation by Mister Pop.

4.        Any additional agreements or changes made later are only valid if Mister Pop has confirmed them in writing within 14 days and the customer has not lodged a written protest within three working days.

5.        Deviations from standard and/or reasonable tolerances in the industry during delivery do not entitle the customer to complaints, replacement, compensation for damage or any other right.

 

Prices

1.        All prices charged by Mister Pop are in euros, exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or agreed otherwise.

2.        All prices that Mister Pop charges for its products or services, on its website or otherwise announced, may be changed by Mister Pop at any time.

3.        Mister Pop's prices are based on the wages, wage costs, social and government charges, freight, insurance premiums, prices of raw materials, materials, auxiliary materials, parts, foreign currency exchange rates and other cost. If one or more cost price factors undergo an increase after the date of conclusion of the agreement, even if this occurs due to foreseeable circumstances, Mister Pop is entitled to increase the agreed price accordingly.

4.        Prices are calculated for deliveries ex works or ex warehouse, unpacked, unless otherwise agreed.

5.        The price relating to a service is determined by Mister Pop on the basis of the hours actually spent.

6.        The price is calculated according to Mister Pop's usual hourly rates, applicable for the period in which he carries out the work, unless a different hourly rate has been agreed.

7.        If the parties have agreed on a total amount for a service provided by Mister Pop, this is always a target price, unless the parties have expressly agreed in writing on a fixed price, from which no deviations can be made.

8.        Mister Pop is entitled to deviate from the target price by up to 10%.

9.        If the target price is more than 10% higher, Mister Pop must inform the customer in a timely manner why a higher price is justified.

10.     If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.

11.     Price changes and printing errors reserved.

 

Delivery time

The delivery time starts on the latest of the following times:

1.        The day of conclusion of the purchase agreement.

2.        The day of receipt by Mister Pop of the documents, data, permits, etc. necessary for the performance by him of his obligations under the purchase agreement.

3.        The day of completion of the formalities necessary before Mister Pop can fulfill its obligation under the purchase agreement.

4.        The day of receipt by Mister Pop of what must be paid in advance according to the purchase agreement for the performance by Mister Pop of its obligations under the agreement.

5.        If interim changes are made to the purchase agreement or the execution thereof is suspended by the customer, the delivery time will be extended by at least the duration of the additional work resulting from these changes or the suspension.

6.        If a delay in delivery occurs on the part of Mister Pop as a result of the customer's failure to fulfill any obligation arising from the agreement or cooperation required from him with regard to the execution of the agreement, the delivery time will also be extended. at least extends by at least the duration of this delay.

7.        With regard to the delivery time, the products are considered delivered when they are ready in the factory or warehouse of Mister Pop or at the location of delivery.

8.        The delivery time is based on the working conditions applicable at the time of concluding the agreement and on timely delivery of the materials ordered by Mister Pop for the execution of the work. If a delay occurs through no fault of Mister Pop as a result of a change in the intended working conditions or because materials ordered for the execution of the work are not delivered on time, the delivery time will be extended as necessary.

9.        Except for gross negligence on the part of Mister Pop, exceeding the delivery time, for whatever reason, does not entitle Mister Pop to compensation for direct or indirect damage or to compensation for direct or indirect damage or to compensation for any costs whatsoever. nor on non-fulfilment of any obligation. Which may arise for him from the purchase agreement or related agreement. nor on the performance or commission of work for the execution of the agreement, whether or not with legal authorization.

 

Edit

1.        When ordering installation, the customer undertakes to receive the materials sent by us at his expense and to store them in a suitable dry space; This space must be practically and reasonably located in the immediate vicinity of the work and be easily accessible in relation to the work to be carried out by us. Our technicians must also have access to a suitable dining room that meets reasonable requirements, adequate washing and toilet facilities, as well as a lockable space.

2.        Customer will make scaffolding, lifting equipment, hoisting installations, as well as the required operating personnel available in sufficient quantities and at times that enable uninterrupted progress of the assembly; he is obliged to ensure that our technicians always have access to electrical power, artificial light, water and all necessary tools, other than hand tools. All associated costs are borne by the customer.

 

Risk related to delivery

1.        Until delivery has taken place in accordance with point 'Delivery time', sub 7, the products are at the expense and risk of Mister Pop. After delivery, the products are at the expense and risk of the customer.

2.        The method of transport, packaging, etc., if no further instructions have been given to Mister Pop by the customer, will be determined by Mister Pop within reason, without it bearing any liability for this and without being obliged to take back the packaging.

3.        The shipment of the products always takes place, even if free delivery has been agreed, at the expense and risk of the customer, even if the carrier demands that the consignment notes, transport addresses, etc. prevent the clause that all transport damage is at the expense and risk of the customer. risk of the sender, i.e. being Mister Pop.

 

Payment and retention of title

1.        Payment of amounts owed to Mister Pop in cash, by debit card payment or by prepayment.

2.        However, Mister Pop has the right at any time to claim the total amounts owed by Mister Pop from the customer in advance.

3.        All payments will be separated without deduction or settlement at the offices of Mister Pop or into a giro or bank account to be designated by Mister Pop. or by telephone transfer with confirmation of receipt from our bank.

4.        The payment terms are not related to the delivery of the products, unless otherwise agreed.

5.        If the customer is in default, he will also owe extrajudicial collection costs and any damages to Mister Pop.

6.        The collection costs are calculated on the basis of the 'Reimbursement for extrajudicial collection costs decision'.

7.        If the customer does not pay on time, Mister Pop may suspend its obligations until the customer has met his payment obligation.

8.        In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the customer, Mister Pop's claims on the customer are immediately due and payable.

9.        If the customer refuses to cooperate with the execution of the agreement by Mister Pop, he is still obliged to pay the agreed price to Mister Pop.

10.     With due observance of what has been determined elsewhere in these terms and conditions for risk, specifically regarding the transfer of risk to the customer, the ownership of the products delivered by Mister Pop will only pass to the customer when all payments have been made by the customer to Mister Pop under of deliveries or work owed, including interest and costs, has been paid in full to Mister Pop. The customer will therefore continue to bear the risk for all direct damage to or by the product, regardless of the cause, for the goods delivered to him, as long as full satisfaction as described has not taken place.

 

Suspension right

Unless the customer is a consumer, the customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

 

Settlement

Unless the customer is a consumer, the customer waives his right to offset a debt to Mister Pop against a claim against Mister Pop.

 

Insurance

1.        The customer undertakes to adequately insure the following items and to keep them insured against, among other things, fire, explosion and water damage as well as theft:

·         delivered goods that are necessary for the execution of the underlying agreement

·         items from Mister Pop that are present at the customer's premises

·         goods that have been delivered under retention of title

2.        The customer will provide the policy for these insurances for inspection at Mister Pop's first request.

 

Legal prescriptions

1.        The products will comply with the regulations applicable in the Netherlands with regard to operation, transport and safety on the day the agreement is concluded. If changed legal regulations come into force between the date of conclusion of the agreement and delivery or commissioning, the relevant products will be adapted to these new regulations if possible. Any associated costs will be borne by the customer. If one of the parties has objections to the application of the amended regulations, it will be obliged to inform the other.

2.        The customer is at all times responsible for applying for and obtaining the legally applicable permissions and permits, and any permissions from other parties involved, including the homeowner, etc.

 

Guarantee

1.        When the parties have entered into an agreement with a service provision, this only contains best efforts obligations for Mister Pop, not results obligations.

2.        The products will comply with the regulations applicable in the Netherlands with regard to operation, transport and safety on the day the agreement is concluded. If changed legal regulations come into force between the date of conclusion of the agreements and delivery or commissioning, the relevant products will be adapted to these new regulations if possible. Any associated costs will be borne by the customer. If one of the parties has objections to the application of the amended regulations, it will be obliged to inform the other.

3.        Warranty is only given with regard to defects of which the customer notifies Mister Pop immediately after becoming aware of the defect by registered letter and proves that they arose within the aforementioned period exclusively or predominantly as a direct result of an inaccuracy in the Mister Pop designed construction, poor workmanship or use of poor materials. The customer is obliged to return the defective or defective products free of charge to Mister Pop, unless it decides that repair or replacement will be carried out at the location where the installation is located, in which case all additional costs, such as travel and accommodation costs, will be charged. Mister Pop's technician(s) and transport costs of items are borne by the customer.

4.        Mister Pop is not liable for defects that are the result or partly the result of any government regulation regarding the nature and/or quality of delivered products, materials used or their construction.

5.        Damage to paintwork and chrome, glass, discoloration of wood and other minor color deviations of wood and other materials are not covered by the warranty, unless the damage is a result of quality and/or construction defects in other parts.

6.        The warranty also excludes defects or malfunctions, wholly or partly attributable to inexpert or careless treatment of Mister Pop or its staff or third parties or to changes, instructions or repairs by the customer, its staff or third parties to or with regard to the product has been performed or given, or if the product has been used for other than normal business purposes or has been used in an abnormal manner, or if the customer has not strictly complied with the operating and operating instructions given by Mister Pop.

7.        In order to fulfill its warranty obligations, Mister Pop is entitled and obliged, at the reasonable discretion of Mister Pop, to either replace the relevant parts and install new ones or to carry out the agreed work again or again. Parts that are replaced by new ones remain the property of Mister Pop through the delivery or installation of the new parts and will be returned to him by the customer, carriage paid.

8.        Without express written permission from Mister Pop, the customer is not entitled to return products or parts thereof to Mister Pop.

9.        For products and parts thereof that Mister Pop has not manufactured itself, a guarantee is only given to the same extent and to the extent that a guarantee is given by Mister Pop's supplier(s).

10.     If, for whatever reason, Mister Pop is unable to supply parts of products to replace parts of products delivered under warranty, warranty obligations will be suspended if it can reasonably be assumed that the impediments are of a temporary nature. until the obstacles have been removed, while - if it can reasonably be assumed that the obstacles are of a permanent nature - Mister Pop will reimburse the monetary value of the parts, being the original cost price paid by Mister Pop for these similar parts of products.

11.     The alleged failure by Mister Pop to fulfill its warranty obligations referred to above does not release the customer from the obligation that may arise for him from the sales agreement or from any other agreement concluded with us.

12.     The above-mentioned warranty obligation of Mister Pop shall expire if the customer does not, does not properly or does not fulfill in a timely manner any obligation that may arise for him from the purchase agreement or from any other agreement concluded with us.

13.     Compliance with our warranty obligation constitutes sole and complete compensation.

14.     If there are visible defects in the delivered products and the customer

 

Liability and risk

1.        The liability of Mister Pop or his managerial subordinate is limited to compliance with the obligations described in article 'Guarantee' of these conditions.

2.        Barring gross negligence on the part of Mister Pop or his managerial subordinate and subject to the provisions of paragraph 1, all liability of Mister Pop, such as for business damage, other indirect damage and damage resulting from liability to third parties, is excluded.

3.        Mister Pop is therefore not liable for:

-infringement of patents, licenses or other rights of third parties as a result of the use of data provided by or on behalf of the customer;

-damage or loss, for whatever reason, of raw materials, semi-finished products, models, tools and other items made available by the customer.

4.        If Mister Pop, without having commissioned the assembly and/or commissioning, provides help and assistance - of whatever nature - this is done at the customer's risk.

5.        The customer is obliged to indemnify Mister Pop against all claims from third parties for compensation for damage, for which Mister Pop's liability is excluded in these conditions in the relationship with Mister Pop.

6.        If the start or progress of the work is delayed by factors for which the client is responsible, the resulting damage and costs for Mister Pop must be reimbursed by the customer.

 

Execution of the agreement

1.        Mister Pop will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

2.        Mister Pop has the right to have the agreed services (partially) provided by third parties.

3.        The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.

4.        It is the customer's responsibility that Mister Pop can start the execution of the agreement in a timely manner.

5.        If the customer has not ensured that Mister Pop can start the execution of the agreement on time, the resulting additional costs and/or extra hours will be borne by the customer.

 

Information provision by the customer

1.        The customer makes all information, data and documents that are relevant for the correct execution of the agreement available to Mister Pop in a timely manner and in the desired form and manner.

2.        The customer guarantees the accuracy, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise dictated by the nature of the agreement.

3.        If and insofar as the customer requests this, Mister Pop will return the relevant documents.

4.        If the customer does not provide the information, data or documents reasonably required by Mister Pop, or does not do so in a timely or proper manner, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer. .

 

confidentiality

1.        The customer keeps all information he receives (in whatever form) from Mister Pop confidential.

2.        The same applies to all other information concerning Mister Pop that he knows or can reasonably suspect to be secret or confidential, or of which he can expect that the distribution of it could cause damage to Mister Pop.

3.        The customer will take all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 confidential.

4.        The confidentiality obligation described in this article does not apply to information:

Ø  that was already public before the customer learned this information or that subsequently became public without this being the result of a breach of the customer's confidentiality obligation

Ø  which is disclosed by the customer on the basis of a legal obligation

5.        The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

 

Penalty clause

1.        If the other party violates the article of these general terms and conditions regarding confidentiality or intellectual property, it will forfeit an immediately payable fine for each violation for the benefit of the trade name.

Ø  if the other party is a consumer, this fine is €1,000

Ø  if the other party is a legal entity, this fine is €5,000

2.        In addition, the other party forfeits an amount of 5% of the amount referred to in paragraph 1 for each day that the violation continues.

3.        No prior notice of default or legal proceedings are required to forfeit this fine. There also does not have to be any form of damage.

4.        Forfeiting the fine referred to in the first paragraph of this article does not affect Mister Pop's other rights, including his right to claim damages in addition to the fine.

 

Disclaimer

The customer indemnifies Mister Pop against all claims from third parties related to the products and/or services supplied by Mister Pop.

 

Drawings

1.        All drawings, images, catalogs and other data provided by Mister Pop remain the property of Mister Pop and must be returned immediately to Mister Pop upon request.

2.        Customer is responsible for ensuring that these drawings etc. are not copied or imitated and/or provided or made available for inspection to third parties.

3.        Mister Pop retains the copyright on the designs, drawings, images, sketches and ideas made by him. These remain his property - regardless of whether the character design costs have been charged separately, unless a separate amount has been or will be charged for the transfer of copyright.

 

Return right

1.        The following items are excluded from the right of return: foodstuffs, opened packaging, lamps, fuses, special orders, such as orders for spare parts, items specially ordered by the customer, etc.

2.        Returning items is at the expense and risk of the customer.

 

General

If it has been agreed to deliver and calculate in parts, each part, unless the contrary arises from any provision, is considered a separate agreement, in particular with regard to the provision regarding payment and warranty.

 

Complaints

1.        The customer must examine a product or service provided by Mister Pop as soon as possible for any shortcomings.

2.        If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform Mister Pop of this as soon as possible, but in any case within 1 month after discovering the shortcomings. .

3.        Consumers must inform Mister Pop within 2 months after delivery of the product or service provided.

4.        The customer provides as detailed a description as possible of the shortcoming, so that Mister Pop is able to respond adequately.

5.        The customer must demonstrate that the complaint relates to an agreement between the parties.

6.        If a complaint relates to ongoing work, this cannot in any case mean that Mister Pop can be obliged to perform work other than what has been agreed.

 

Notice of default

1.        The customer must notify Mister Pop of any notice of default in writing.

2.        It is the customer's responsibility that a notice of default actually reaches Mister Pop (in a timely manner).

 

Joint and several liability of the customer

If Mister Pop enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe to Mister Pop under that agreement.

 

Liability Mister Pop

1.        Mister Pop is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or deliberate recklessness.

2.        If Mister Pop is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.

3.        Mister Pop is never liable for indirect damage, such as consequential damage, lost profits, lost savings or damage to third parties.

4.        If Mister Pop is liable, this liability is limited to the amount paid out by a closed (professional) liability insurance policy and, in the absence of (full) payment by an insurance company of the damage amount, liability is limited to (part of) invoice amount to which the liability relates.

5.        All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

 

Expiration period

Any right of the customer to compensation from Mister Pop expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Civil Code.

 

Right to dissolution

1.        The customer has the right to terminate the agreement if Mister Pop imputably fails to fulfill its obligations, unless this failure does not justify termination due to its special nature or minor significance.

2.        If the fulfillment of the obligations by Mister Pop is not permanently or temporarily impossible, dissolution can only take place after Mister Pop is in default.

3.        Mister Pop has the right to terminate the agreement with the customer if the customer does not fully or timely fulfill his obligations under the agreement, or if Mister Pop has become aware of circumstances that give him good reason to fear that the the customer will not be able to properly fulfill his obligations.

4.        If the customer does not fulfill any obligation imposed on him by the agreement, does not do so properly or in a timely manner (including the obligation to purchase services to be delivered by Mister Pop), as well as in the event of bankruptcy, suspension of payment, closure or liquidation or full or partial transfer of Mister Pop's company, he will be deemed to be in default by operation of law and Mister Pop has the right to declare the agreement concluded with the customer in whole or in part without formal notice, notice of default or judicial intervention, without that Mister Pop will be liable for any compensation or warranty.

5.        In the event of this dissolved statement, the customer is obliged to fully compensate Mister Pop. If Mister Pop declares itself willing to do so, goods already delivered but received back undamaged free of charge may be deducted from Mister Pop at cost price (to be indicated by Mister Pop). Mister Pop is also entitled to claim, in addition to its other costs, an amount equal to 10% of the agreed purchase prices for loss of profit due to non-execution of the agreement.

6.        The right described above does not affect Mister Pop's right to suspend the execution of the agreement and immediately demand full payment of everything that Mister Pop owes or may become due under the agreement. In addition, in this case, Mister Pop has the right to claim compensation for the damage he suffers as a result of the suspension and its consequences.

 

Force majeur

1.        In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Mister Pop to fulfill any obligation towards the customer cannot be attributed to Mister Pop in a situation independent of the will of Mister Pop, as a result of which the fulfillment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be expected from Mister Pop.

2.        The force majeure situation referred to in paragraph 1 also includes - but is not limited to: state of emergency (such as civil war, uprising, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom disruptions; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.

3.        If a force majeure situation occurs as a result of which Mister Pop cannot fulfill one or more obligations to the customer, those obligations will be suspended until Mister Pop can meet them again.

4.        From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may terminate the agreement in whole or in part in writing.

5.        Mister Pop is not liable for any compensation (damages) in a force majeure situation, even if it enjoys any advantage as a result of the force majeure situation.

 

Changes to the agreement

If, after concluding the agreement for its implementation, it appears necessary to change or supplement its contents, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

 

Changes to general terms and conditions

1.        Mister Pop is entitled to change or supplement these general terms and conditions.

2.        Changes of minor importance can be made at any time.

3.        Major substantive changes will be discussed by Mister Pop with the customer in advance as much as possible.

4.        Consumers are entitled to cancel the agreement in the event of a material change to the general terms and conditions.

 

Transfer of rights

1.        Rights of the customer from an agreement between the parties cannot be transferred to third parties without the prior written consent of Mister Pop.

2.        This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, Civil Code.

 

Consequences of nullity or voidability

1.        If one or more provisions of these general terms and conditions prove to be void or voidable, this will not affect the other provisions of these terms and conditions.

2.        A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Mister Pop had in mind when drawing up the terms and conditions.

 

Arbitration

All disputes - including those which are only regarded as such by one of the parties - which may arise as a result of the agreement associated with these terms and conditions or as a result of agreements that may be the result thereof, will be adjudicated by the competent court in the district where MISTER POP is located, without prejudice to MISTER POP's right to summon the customer before any other competent court.

 

Applicable law and competent court

Every agreement between the parties is exclusively governed by Dutch law. The Dutch court in the district where Mister Pop is established / has its practice / office has exclusive jurisdiction to hear any disputes between parties, unless the law prescribes otherwise.

 

Prepared on October 16, 2023.