Article 1: Applicability
1.1 These conditions are applicable to all contracts between Woodpack and a client, in so far as the parties have not made any specific written agreements to the contrary.
1.2 These terms and conditions are further applicable to all contracts with Woodpack that are executed with the assistance of third-parties.
1.3 Departures from these general terms and conditions are valid exclusively if expressly agreed in writing.
1.4 The applicability of any (general) conditions of the client is expressly rejected.
1.5 In case of conflict between these conditions and the conditions in the contract, the conditions of the contract shall prevail.
1.6 Both parties are obliged to protect the confidentiality of all confidential information that they obtain from each other or from other sources in the context of their contract. Information is deemed to be confidential if the other party has been informed that is the case or if that is apparent from the nature of the information.
Article 2: Offers and negotiations
2.1 Intake interviews between Woodpack and clients are completely non-committal. After the intake, an offer may be sent to the client. The offer will display the content of the intake and an indication of the price.
2.2 Any offer by Woodpack is completely non-committal. Offers will be sent by e-mail or in writing.
2.3 Notwithstanding the previous paragraph, a period of validity can be attached to an offer. Within this period the client will have to notify Woodpack whether or not they will accept the offer.
2.4 The costs mentioned in the offer may under circumstances be subject to changes. If this is the case, Woodpack will notify the client in good time.
Article 3 Agreements
3.1 Agreements between Woodpack and clients will be made in twofold and signed by both parties.
3.2 Digital and electronic signatures are valid and binding provided that they comply with the applicable legislation.
3.3 The contract is terminated only when the delivery has taken place and the full amount has been paid by the client.
3.4 Woodpack aims to meet the deadline. However, if this is not possible due to unforeseen circumstances and/or force majeure, Woodpack will notify the client as soon as possible.
3.5 In a situation as the one described in the previous paragraph, Woodpack shall not be liable for any damage that might occur.
3.6 In case the client has made a down payment and Woodpack cannot deliver on the agreed date, parties will undertake to find a suitable solution with all reasonableness and fairness and taking into account all the circumstances of the case.
3.7 Force majeure is certainly but not exclusively present in the following cases: defective equipment, loss of data due to hardware issues and delays in transportation.
3.7 Woodpack will execute the contract to the best of his knowledge and ability and in accordance with high standards and in keeping with the expertise the client can reasonably expect of Woodpack. Woodpack does not however guarantee that any intended result will be achieved.
Woodpack reserves the right to have the work carried out by third-parties, with reference to article 1.2 of these conditions.
Article 4: Amendments to the contract
4.1 If the client no longer wishes to make use of the services of Woodpack, the client can terminate the contract.
4.2 In case the client, having made a down payment, terminates the contract when no work has been performed yet by Woodpack, the client is entitled to a restitution of 90% of the down payment.
4.3 If the client terminates when work has already been performed, a fee will be charged; the amount of which depends on the nature of the work carried out and the amount of time that has been spent on this work.
4.4 Work as meant in the previous paragraph is certainly but not exclusively the following: acts of preparation and purchase of materials, products or equipment.
Article 5: Delivery
5.1 Woodpack delivers, depending on the nature of the product, in principle only digitally. Parties can agree to a different means of delivery.
5.2 All costs of transportation shall be borne by the client. If a client chooses a means of delivery with the assistance of a third party, Woodpack shall not be liable for any damage that might occur.
Article 6: Payment
6.1 The prices will be calculated on the basis of several factors, like the nature of the project, the size of the project and the complexity.
6.2 If in the course of the project the prices turn out to be higher than expected, Woodpack shall notify the client in good time. This can be the case in situations where cost-determining factors are increased and when it becomes apparent that the originally agreed or anticipated amount of work was underestimated when the contract was entered into, for reasons that cannot be attributed to Woodpack
6.3 Payment can only be done in Euros.
6.4 Client will make a down payment of 50% and work will only be carried out after the down payment has taken place.
6.5 Parties can deviate from the obligation as mentioned in the previous paragraph.
6.6 Payment is due within 14 days after delivery. No deviation from this term is possible.
Article 7: Warranty
7.1 Woodpack will always keep into account the reasonable wishes of a client.
7.2 If Woodpack rejects, on reasonable grounds, to execute the agreement and/or follow the directions of the client, Woodpack is entitled to terminate the contract due to compelling reasons.
7.3 Compelling reasons certainly, but not exclusively entail the following: conflict with legislation, conflict with decency and conflict with equity.
7.4 If a client is unsatisfied, Woodpack will made amendments for a maximum of three times, free of charge. If the client remains unsatisfied, fees will be charged.
Article 8: Retention of title
8.1 All goods delivered by the user, including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of Woodpack until the client has met in full all of the obligations under the contract entered into with Woodpack; this to be decided at Woodpack’s discretion.
8.2 The client is not authorised to disclose or publish any of the goods that have been displayed.
8.3 If a client replicates, or has a third party replicate, any concept version or similar products of Woodpack, the client will be liable.
8.4 When the client meets all obligations under the contract, the client obtains a limited right of use. This means, amongst other things, that the client is not allowed to transfer any of the goods or works without Woodpack’s consent.
8.5 Woodpack retains the exclusive right. Parties can agree to transfer this exclusive right.
The penalty for breach of the right of use shall be 1000 Euros for every day the breach lasts.
Article 9: Liability
9.1 From the liability clauses in these conditions cannot be deviated.
9.2 Woodpack cannot be held liable for any other damage unless there is gross negligence on the part of Woodpack.
Article 10: Disputes
10.1 All legal relationships between Woodpack and the client to which these general conditions apply shall be governed by the laws of the Netherlands..
10.2 In the absence of mandatory rules of law to the contrary, the court in Woodpack’s place of establishment has exclusive competent jurisdiction.