General terms and conditions Carus-Saskia Tossaint
1.1 The general terms and conditions apply to all legal relationships between Carus-Saskia Tossaint and the other party, unless the parties agree otherwise in writing.
1.2 Deviations from the general terms and conditions are only valid if expressly agreed in writing between the parties. Insofar as not expressly agreed otherwise in writing, Carus-Saskia Tossaint rejects the applicability of any conditions used by the other party.
2 Works of art
2.1 Carus-Saskia Tossaint guarantees that it is authorised to sell or give on consignment the works of art.
2.2 Carus-Saskia Tossaint is exclusively entitled to all intellectual property on the works of art, even after the sale of the works of art. The other party is not permitted to make any alteration to Carus-Saskia Tossaint's artworks.
2.3 Artworks may not be photographed or filmed - for commercial purposes - without the prior written consent of Carus-Saskia Tossaint.
2.4 The works of art remain the property of Carus-Saskia Tossaint until the purchase price has been paid in full to Carus-Saskia Tossaint.
3 Transfer of ownership and risk
3.1 Subject to the provisions of the following paragraphs of this article, the ownership and risk of the works of art will pass to the other party on delivery.
3.2 As long as the other party has not paid the full amount of the purchase price together with any additional costs or has not provided security for this, Carus-Saskia Tossaint retains ownership of the works of art. In this case, ownership is transferred to the other party as soon as the other party has fulfilled all obligations towards Carus-Saskia Tossaint.
3.3 If Carus-Saskia Tossaint has reason to doubt the other party's ability to pay, Carus-Saskia Tossaint is authorised to postpone the delivery of the works of art until the other party has provided security for payment. The other party is liable for the damage to be suffered by Carus-Saskia Tossaint due to the delayed delivery.
4.1 The purchaser is not authorised to resell the works of art if full payment has not been made by the other party in respect of works of art to Carus-Saskia Tossaint.
5 Compensation and control in the event of resale in the event of incomplete payment of the purchase price by the other party
5.1 The other party, who acts in breach of the obligation to pay the purchase price in full on the date of delivery, forfeits in favour of Carus-Saskia Tossaint compensation for damages for each transaction, which takes place in breach of the prohibition on resale in the absence of full payment of the purchase price to Carus-Saskia Tossaint. The extent of the damage is fixed by the parties in advance at €. 2,000.00 per work of art, without prejudice to Carus-Saskia Tossaint's right to claim full damages.
5.2 Carus-Saskia Tossaint is authorised to have an independent auditor audit the other party's books in order to monitor compliance with the ban on resale in the absence of full payment of the purchase price.
6 Price and payment
6.1 The purchase price concerns the work of art and the costs of packaging. The price does not include delivery costs.
6.2 The other party shall be obliged to pay the purchase price in full on the date of delivery. The other party shall not be entitled to deduct any amount from the purchase price on account of a counterclaim made by the other party.
6.3 If the other party fails to fulfil its payment obligation in time and also fails to comply with a notice of default with a deadline of one week, Carus-Saskia Tossaint is authorised to regard the purchase agreement as dissolved without judicial intervention. In this case, the other party is liable for the damage suffered by Carus-Saskia Tossaint from the costs of the notice of default.
6.4 If Carus-Saskia Tossaint proceeds to extrajudicial measures in the event of non-performance by the other party, the costs thereof will be borne by the other party. These costs amount to 15% of the invoice amount, with a minimum of €. 250.00.
7 Work at sight
7.1 The other party is entitled to show the works of art at its own expense and risk at the homes of potential buyers. The other party is also entitled to give the works of art on view to potential buyers prior to the sale, in order to allow potential buyers to decide whether the work of art suits them. The other party is fully liable to Carus-Saskia Tossaint for all damage arising from the display or giving works of art on view.
8.1 Without prejudice to the provisions in article 5, the purchase agreement shall be dissolved without judicial intervention after a written statement at the time the other party is declared bankrupt, applies for (temporary) suspension of payment, or a request is granted by the court to declare the debt rescheduling scheme applicable, or loses the authority to dispose of its assets or parts thereof due to attachment, receivership or otherwise, unless the receiver or trustee acknowledges the obligations ensuing from this purchase agreement as estate debt.
8.2 As a result of dissolution, mutually existing claims shall become immediately due and payable. The other party shall be liable for the damage suffered by Carus-Saskia Tossaint, consisting among other things of loss of profit and transport costs.
9 Applicable law
9.1 This agreement is subject to Dutch law.
10 Applicability of general terms and conditions
10.1 These general terms and conditions apply to all offers and acceptances on the part of Carus-Saskia Tossaint. Insofar as Carus-Saskia Tossaint would refer to other conditions in its offer or acceptance, their applicability is expressly rejected.
11.1 A dispute is deemed to exist as soon as one of the parties so declares.
11.2 All disputes which may arise between the parties, as a result of their agreement or further agreements which may be the result thereof or from any other existing or future legal relationship, such as, for example, albeit not exclusively in respect of wrongful act, undue payment and unjust enrichment, will be settled by the District Court in Maastricht, except in so far as mandatory rules of jurisdiction would prevent this choice.