General Terms and Conditions of Studio Gyzell
Article 1 Definitions
- Studio Gyzell is a one-man business specialising in the design, production and sales of unique and sustainable bags.
- In these General Terms and Conditions, "Customer" is understood to mean: the natural person or legal entity or the partnership of natural persons and legal entities or both, or the intermediary or representative acting on their behalf who uses the Services of Studio Gyzell and who assigns Studio Gyzell to provide Services as referred to in Paragraph 4.
- In these General Terms and Conditions, "Agreement" is understood to mean: the legal relationship between Studio Gyzell and the Customer, in the broadest sense.
- In these General Terms and Conditions, "Services" are understood to mean: all products and services provided by Studio Gyzell and/or third parties engaged by it to the Customer, including the sale of its own bags, as well as all other activities performed by Studio Gyzell for the Customer, of whatever nature, within the framework of an assignment, including activities performed other than at the Customer's explicit request.
In these General Terms and Conditions, "Website" is understood to mean: the Websitewww.studiogyzell.com.
Article 2 Applicability of the General Terms and Conditions
- The General Terms and Conditions apply to all agreements concluded between the Customer and Studio Gyzell under which Studio Gyzell offers Services or supplies products.
- Any stipulations varying from the General Terms and Conditions are only valid if they have been expressly agreed with Studio Gyzell in writing.
- The applicability of any of the Customer's purchasing or other conditions is specifically excluded, unless explicitly agreed otherwise in writing.
- The General Terms and Conditions also apply to additional or altered assignments from the Customer.
Studio Gyzell at all times reserves the right to alter the General Terms and Conditions and to directly publish the new General Terms and Conditions on its website. By accepting these terms and conditions you undertake to check, prior to each use of the Website, for any changes to these terms and conditions. Your continued use of the Website, after any such changes to these terms and conditions, will constitute your acceptance of these terms and conditions as amended.
Article 3 The Agreement
- All offers on the Website are subject to contract, unless explicitly indicated otherwise.
- The Customer can place their orders on the Website. In that case, the Agreement is concluded by placing an order.
- The Customer can also contact Studio Gyzell by means of the Website, email or telephone in relation to one of the Services offered. Studio Gyzell will consult the Customer about their expectations and may subsequently draw up a quotation that will be sent by post or by email. The Agreement will not be concluded until the quotation has been signed or an assignment confirmation is given.
- The Agreement can also be physically realised with the explicit consent of Studio Gyzell.
- If Studio Gyzell sends the Customer a confirmation, that will be decisive for the content and interpretation of the Agreement, subject to apparent errors in writing. Studio Gyzell cannot be held to uphold its offer if the Customer should reasonably understand that the offer or part thereof contains a manifest typographical or other error.
- If the Customer makes annotations on or responds to Studio Gyzell's quotation, these are not part of the Agreement unless Studio Gyzell confirms them in writing.
- An assignment from the Customer that was not preceded by a written quotation requires written acceptance by Studio Gyzell.
- An agreement may be formed by means of advance sales of a product. In that case, the order will be processed in advance. The Agreement will be postponed until Studio Gyzell has the product in stock. You can pre-order new season items and make payment in advance. When you pre-order an item, payment will be taken and your order will be held until we have received the stock.
Article 4 Performance of the Agreement
- Studio Gyzell will make every effort to provide the Services to the best of its understanding and ability and in accordance with the requirements of good professional practice and with the agreements set out in writing. Studio Gyzell uses natural products (for example leather), which, due to their natural character, may produce a different result.
- Studio Gyzell has the right to have certain work performed by third parties.
- When engaging third parties, Studio Gyzell will exercise due care and consult the Customer about the selection of these third parties, in so far as this is reasonably possible and customary in the relationship with the Customer. The costs of engaging these third parties will be borne by the Customer, and will be charged on to the Customer by Studio Gyzell.
- The Customer will ensure that all information that Studio Gyzell deems necessary, or that the Customer should reasonably understand is necessary for the performance of the Agreement, is provided to Studio Gyzell in a timely fashion. If the information necessary for the performance of the Agreement is not provided to Studio Gyzell on time, Studio Gyzell has the right to suspend the performance of the Agreement and/or to charge the additional costs arising from the delay to the Customer at the then customary rates.
- The Customer ensures that Studio Gyzell can provide its Services properly and on time. If the Customer does not comply with agreements in this respect, they are bound to pay any ensuing damage.
- If a term has been agreed on or indicated for the performance of Services, it is never a final deadline. If a term is exceeded, the Customer needs to give Studio Gyzell notice of default in writing. In this case, Studio Gyzell needs to be granted a reasonable period to execute the Agreement.
Studio Gyzell reserves the right to refuse an order, at her sole discretion for any reason without liability to the Customer. For instance if there are problems with payment, delivery, stock. This also applies if the Customer fails to comply with the provisions in these General Terms and Conditions or if there is a suspicion of fraud.
Article 5 Amendment of the Agreement
- If, during the execution of the Agreement, it appears that for a proper execution it is necessary to alter or amend it, Studio Gyzell and the Customer will amend the Agreement in consultation with each other and in a timely fashion.
- If the Agreement is amended, including an addition, this constitutes an additional assignment. A separate agreement will be made beforehand about the fee for this additional assignment. Without an additional quotation, the additional Services will be paid at the agreed rate in accordance with the original terms and conditions.
- The failure to execute or immediately execute the amended Agreement does not constitute a breach of contract by Studio Gyzell and is not a valid reason for the Customer to terminate or cancel the Agreement.
- Amendments to the Agreement originally concluded between Studio Gyzell and the Customer will not apply until the changes have been accepted by both parties by means of a supplementary or amended Agreement. This amendment must be made in writing.
Article 6 Suspension, dissolution and early termination of the Agreement
- Studio Gyzell is entitled to suspend compliance with the obligation or terminate the Agreement if the Customer fails to comply with the obligations under the Agreement in full or on time or if Studio Gyzell has good reason to fear that the Customer will default on its obligations.
- Furthermore, Studio Gyzell is authorised to terminate the Agreement in case of circumstances of such nature that performance of the Agreement is impossible or unaltered maintenance of the Agreement cannot be reasonably required.
If the Customer does not comply with the obligations arising from the Agreement and this non-compliance justifies dissolution, Studio Gyzell is authorised to terminate the Agreement with immediate effect without any obligation on its part to pay any compensation or indemnification, whereas the Customer, on account of breach of contract, is obliged to compensation or indemnification.
Article 7 Cancellation
- The Agreement can only be cancelled after the quotation has been signed or an order has been placed, until fourteen (14) days after order placement.
- Cancellation is no longer possible after fourteen (14) days after the order has been placed.
- With regard to the cancellation, Studio Gyzell refers to Article 10.
Article 8 Costs, fee and payment
- All amounts stated in the quotation are in euros and exclusive of VAT, unless stated otherwise.
- All amounts stated in the web shop are in euros and inclusive of VAT and exclusive shipment costs, unless stated otherwise.
- Studio Gyzell is entitled to correct apparent typographical errors in the quotation.
- Payment is made by means of a bank transfer when the order is placed in the web shop. Payment may also be made in another way with the explicit consent of Studio Gyzell.
- Studio Gyzell does not charge any forwarding costs for orders within the European Union.
- The Customer is obliged to immediately inform Studio Gyzell of any inaccuracies in the payment details stated or provided.
- If the Customer fails to pay an invoice on time, the Customer is in default by operation of law, without any further notice of default being required. In that event, the Customer will owe the statutory interest rate. The interest on the amount due will be calculated from the moment that the Customer is in default until the moment of payment in full of the outstanding amount.
- If Studio Gyzell decides to collect a claim for non-payment of one or more unpaid invoices by legal means, the Customer will, in addition to the principal sum due and the interest referred to in Article 8.7, also be bound to pay any court costs and extrajudicial costs reasonably incurred. The reimbursement of court costs and extrajudicial costs made will be established in accordance with the then applicable Decision that pertains to the reimbursement of extrajudicial collection costs.
Article 9 Shipment and delivery
- Shipment is made from the Netherlands, unless agreed otherwise in writing.
- The risk with respect to any damage to or loss of the Products will be transferred to the Customer as from the time at which the Products are delivered.
- If an order is lost or is damaged upon delivery, a suitable solution will be sought in mutual consultation.
- Studio Gyzell itself will determine the method of transport and packaging. Studio Gyzell may opt to deliver the Products personally, but can also opt to have them delivered by PostNL, DHL or another postal service.
- Studio Gyzell's term of delivery depends on the order and is typically 1-10 working days. The term of delivery cannot be considered a final deadline.
- The Customer will be informed within fourteen (14) days of any delay in delivery.
Article 10 Return shipment
- If the Customer is a consumer, Products can be returned within fourteen (14) days after receipt, without stating reasons therefor, provided that the Product has not been worn, is undamaged, with all garment tags attached in the branded packaging provided. Customer with the intention of returning their purchase, is required to send an email to firstname.lastname@example.org within 14 days of the receipt. Once Customer received a confirmation email to return their order, Customer can send it back. Return address and further instructions will be provided to Customer in the confirmation email.
Once the returned items have been received by Studio Gyzell they will undergo a quality review. Returns that are not complete all pieces of the original order or returns that have been used, altered or damaged will not be accepted and may be sent back to the Customer and/or a refund refused. Items received outside of the specified returns period will not be accepted.
- The amount paid by the Customer will be refunded in full within fourteen (14) days after receipt of the Product and acceptance of the quality review.
- After this term, Products can be returned free of charge if the Customer can prove that the order was damaged upon delivery through no fault of the Customer.
- During these fourteen (14) days, the Customer must handle the Product received with due care. If the Customer decides to return the Products and it is not necessary to remove the packaging, Studio Gyzell requests them to refrain from doing so.
- If the Customer wants to return the order, the Customer must contact Studio Gyzell to receive a return number. Costs and risks of returned items are with the Customer.
- The Customer can return the Product using a postal service of its own choice.
- Studio Gyzell recommends the Customer to insure the return shipment as the Customer is under a duty to take reasonable care of the goods and will be liable for damage to them until Studio Gyzell receives them. Studio Gyzell recommends the Customer to use a secure, trackable means to return your order to Studio Gyzell.
The Customer is obliged to keep proof of shipment and to show this upon Studio Gyzell’s request..
- The Customer will not be permitted to exchange the Product for another Product. If the Customer wishes to purchase another Product he/she will have to place a new order on the Website. Any costs made for returning the goods and any risks will be for the Customers account.
Article 11 Liability
- The Customer is responsible for submitting correct and representative data and information necessary for the execution of the Agreement. Studio Gyzell is not liable for damage resulting from, for example, an incorrect order if the Customer has provided incorrect, non-representative or irrelevant data.
- Ownership of any products ordered by the Customer from Studio Gyzell shall pass to the Customer on the date and time of delivery to the nominated address of the Customer.
- The delivery term as referred to in Article 9, paragraph 4, can only be provided by approximation. Although every attempt will be made to meet the delivery term, Studio Gyzell will never be liable for any consequences of the exceeding of said term. If the term is exceeded, this does not give the Customer the right to cancel the Products or refuse the receipt or payment of the Products, and Studio Gyzell will not owe the Customer any compensation.
- Studio Gyzell is not liable for errors or omissions by third parties engaged by it. By using the Services of Studio Gyzell, the Customer grants Studio Gyzell the authority to accept a limitation of liability on behalf of the Customer if a third party engaged by Studio Gyzell wishes to limit its liability.
- Studio Gyzell is not liable for indirect damage, including but not limited to consequential damage.
- Studio Gyzell is not liable for any errors in writing on the Website.
- Studio Gyzell is not liable for not or not timely complying with the obligations arising from the Agreement, in case this is caused by force majeure as referred to in Article 12.
- The Customer indemnifies Studio Gyzell against any third-party claims of whatever nature related to the Services.
- If Studio Gyzell is held liable, it will only be liable for direct damage that the Customer has actually suffered or paid on account of demonstrable failing of Studio Gyzell's obligations with respect to its Services. S
- Liability of Studio Gyzell is limited to the amount covered and paid out by the insurance company. If the insurance company does not pay out or if Studio Gyzell is not insured, liability is limited to the amount paid by the Customer.
- The limitation of liability set out in this article does not apply in case of intent or deliberate recklessness on the part of Studio Gyzell.
- This provision does not exclude liability insofar as liability cannot be limited or excluded by law.
- Studio Gyzell refers to the Disclaimer on its Website.
Article 12 Force majeure
- Force majeure is defined as all external causes, through no fault of Studio Gyzell and beyond its control, that render timely, complete or correct performance of the Agreement impossible.
- Force majeure as referred to in the previous paragraph includes but is not limited to: non-performance by a third party, illness of staff of Studio Gyzell itself or a third party, abnormal weather conditions, disruptions in the supply of water and energy, strikes, serious failures in the systems of Studio Gyzell, fires, floods, natural disasters, riots, war or other internal civil commotion.
- In the event of force majeure, compliance with the Agreement will be suspended for as long as the force majeure continues.
If the force majeure continues longer than one month, both parties are entitled to terminate the Agreement without judicial intervention. In such an event, Studio Gyzell will refund any paid amounts, less all costs that Studio Gyzell has made in respect of the Agreement.
Article 13 Warranty
- Studio Gyzell offers a warranty on defects in the manufacturing process of the Products it supplies. Under the warranty, Studio Gyzell will repair the defects to the best of its ability and, if necessary, replace Products free of charge. Studio Gyzell must be notified in writing of any defects.
- Leather is a natural material
- Studio Gyzell cannot be responsible for general wear and tear and any changes that occur due to the nature of the materials used.
- If Studio Gyzell uses a natural product, the warranty does not apply to obtaining a certain result if it concerns a defect inherent to the natural character of the product.
- If the Product cannot be repaired, the Customer is entitled to refund of the entire purchase price.
- The warranty does not apply if the defects are the result, in whole or in part, of incorrect, incompetent or negligent use or use for other than normal purposes or external causes, including but not limited to fire and water damage and dampness.
- The warranty does not apply to damage caused by reasonable use of the Product.
- The warranty also does not apply if the Products have been changed or maintained by third parties.
- The 2-year warranty period applies from the order date, unless agreed otherwise.
- If Studio Gyzell performs repairs that are beyond the scope of this article, these will be charged to the Customer.
- Studio Gyzell will make every effort to conclude the repair or replacement as soon as possible, but no final deadline applies for this.
The provisions on warranty in the general terms and conditions do not affect the Customer's warranty claims under the law.
Article 14 Complaints
- The Customer is obliged to inspect or instruct a third party to inspect the Product at the time of delivery or as soon as possible thereafter. In doing so, the Customer must inspect whether the quality and quantity of the delivery are in accordance with the provisions of the Agreement.
- Errors or inaccuracies that can be found during an initial inspection must, with due regard for the requirements of reasonableness and fairness, be reported in writing to Studio Gyzell within fourteen (14) working days after receipt of the Services, handing over the sales receipt, unless this is impossible or unreasonably onerous.
- Studio Gyzell will respond to any complaints that it receives within a term of fourteen (14) working days after receipt. Studio Gyzell will notify the Customer within a term of fourteen (14) working days in the event that it is foreseeable that the complaint will require a longer term to be processed, stating the term within which the Customer can expect to receive an answer.
The Customer acknowledges that minor deviations, deviations that are generally considered acceptable and deviations that cannot be avoided or that are difficult to avoid in respect of the quality, size, colour, finishing, etc. of the Products cannot be avoided or are difficult to avoid and do not constitute a well founded reason to submit a complaint. Such complaints, and complaints regarding the fact that certain articles have been taken out of the product range, are not well founded. Studio Gyzell will not be liable for any damage that the Customer sustains as a result of such complaints.
The Customer will fully cooperate in the event that Studio Gyzell recalls a Product. The Customer will notify Studio Gyzell immediately in the event that the Customer suspects that a Product has a safety defect and is subject to being recalled.
- Other complaints, including complaints that could not have been found during an initial inspection, must be reported to Studio Gyzell in writing within (1) one month, in accordance with the provisions of Paragraph 2.
Each of the parties guarantees that all data received from the other party they know or should know are confidential are kept secret. The party receiving the confidential data will only use them for the purpose for which they were provided. Data are, in any case, considered to be confidential if they have been indicated as such by either party. Studio Gyzell cannot be obliged to abide by this if, as a result of a court judgement or statutory provision, or for correct execution of the Agreement, it is required to provide data to a third party.
Article 15 Confidentiality of data
Article 16 Intellectual property
- Studio Gyzell reserves the rights and authorities accruing to it under the Dutch Copyright Act. This includes the brand name, logo, concept and design of Studio Gyzell.
- Any and all marks, product names, logos, models and designs (referred to below as the ‘IP Rights’) that are depicted on or affixed to the Products or otherwise related to the Products are the property of Studio Gyzell. The Customer acknowledges Studio Gyzell’s proprietary rights in respect of the IP Rights and will refrain from using the IP Rights in any way, and theCustomer will refrain from any conduct that could harm or otherwise negatively affect the IP Rights.
- The Customer guarantees that no third-party rights oppose provision of data to Studio Gyzell. The Customer shall indemnify Studio Gyzell against any action based on the assertion that such provision, use, editing, installation or incorporation infringes any third-party right.
- Studio Gyzell refers to the Disclaimer on its Website.
Article 17 Complaints handling
In the event of a complaint, the Customer must report this in writing email@example.com or by calling +31 (0)20 8546 216.
Article 18 Identity of Studio Gyzell
- Studio Gyzell is registered with the Dutch Chamber of Commerce under number 65646681 and has VAT identification number NL221533126B01. Studio Gyzell has its registered office at Tuinhommel 15 (1652 LL) in Krommenie, the Netherlands.
Studio Gyzell can be contacted by email firstname.lastname@example.org, by means of the Websitewww.studiogyzell.com and by telephone at +31 (0)20 8546 216.
Article 19 Governing law and competent court
- The legal relationship between Studio Gyzell and its Customer is governed by Dutch law.
- Any and all disputes that arise between Studio Gyzell and the Customer will be brought before the competent court of the District of Noord-Holland.