In these General terms and conditions the following definitions apply:
Seller: Ultimaker BV, having its registered seat and place of business at 4191 PL Geldermalsen, address Watermolenweg 2;
Buyer: any natural or legal person that places an order with Seller;
Agreement: the Purchase Agreement between Seller and Buyer under which goods are supplied to Buyer by Seller.
Article 2: applicability
These General terms and conditions apply, to the exclusion of any other general terms and conditions, to any offer, order and any Agreements between Seller and Buyer, to which Seller declared these terms and conditions applicable, to the extent that Parties have not expressly deviated from these terms and conditions.
By placing an order with Seller Buyer expressly approves of the applicability and contents of these general terms and conditions. Any deviations from the provisions of these general terms and conditions shall apply only if expressly agreed in writing.
In case one or more provisions of these general terms and conditions should be void or declared invalid, the remaining provisions shall remain in full force and effect. In that case Seller and Buyer shall mutually consult in order to agree new provisions to replace the invalid or voidable provisions, taking into account the intention and purport of the original provision(s) to the extent as possible.
Any rights and privileges of Seller that are stipulated in these general terms and conditions and any further Agreements shall also apply to any intermediaries and other third parties engaged by Seller.
Article 3: conclusion of Agreement
Any offers made by Seller are free of obligation. Seller has the right to change prices, especially but not exclusively if that is necessary on the basis of (legal) regulations.
An Agreement is concluded only after Seller’s acceptance of the order placed by Buyer. Seller has the right to refuse orders or attach specific conditions to delivery. If the order of Buyer is not accepted by Seller, Buyer will be notified of that by Seller within ten (10) business days of receipt of the order by Seller.
Article 4: offers and prices
Prices quoted for the goods offered are expressed in euro, exclusive of “btw” (Dutch VAT) and exclusive of handling and shipping costs, unless stated otherwise or agreed otherwise in writing.
In case of an increase in prices of the goods and services offered between the time at which Buyer places an order and the time of delivery of the order by Seller, Buyer has the right to cancel the order or rescind the Agreement within ten (10) business days after notification of the price increase by Seller. In case Seller does not receive any response from Buyer within said term of ten (10) days, Buyer is deemed to approve of said price increase.
Any statements by Seller of prices, specifications and/or other descriptions of goods and/or services in its website are at all times made with due care. However, Seller cannot guarantee the accuracy of this information or the fact that no deviations of this may occur. Agreements concluded on the basis of incorrect information contained in its website shall not be binding on Seller, and therefore Seller has the right to refuse orders and/or to cancel or rescind Agreements entered into in such cases.
Article 5: samples and models
If a sample or model has been shown or provided to Buyer, they are deemed to be provided as indications only, unless it has been expressly agreed that the goods to be supplied will be exactly identical.
Colours shown in the web shop of Seller may differ from actual colours. The colours of the goods in the web shop depend on the settings of the monitor and graphical interface of Buyer. Therefore Buyer cannot derive any rights from the colours shown in the web shop.
Article 6: deliveries
Transfer of possession shall take place by shipment of the goods to Buyer to the address specified by Buyer. Place of delivery legally (transfer of ownership) is Ex Works.
Seller is not obliged to see to delivery in the way as specified by Buyer until Buyer has paid the entire amount due to Seller.
The risk in the goods delivered shall pass to Buyer at the time of delivery.
In case Buyer does not or not in a timely manner take delivery of the goods ordered by Buyer at the time and place of delivery agreed, Buyer shall be in default without notice of default being required. In that case Seller has the right to store the goods at the risk and for account of Buyer or to rescind the Agreement with Buyer, without prejudice to the right of Seller to claim full damages.
Article 7: times of delivery
The times of delivery specified on the website of Seller are indicative. Buyer will receive his order without delay and in any case within thirty (30) business days after conclusion of the Agreement, unless stated otherwise by Seller. In the latter case Buyer will be notified of that in time. Non-observance of the time of delivery does not give Buyer any right to damages.
In case of non-observance of the time of delivery agreed Buyer does not have the right to rescind the Agreement, unless said non-observance is such that Buyer cannot reasonably be expected to maintain the Agreement (or part of the Agreement concerned).
Article 8: costs of shipping and delivery
Buyer is obliged to pay the costs of shipping and delivery. Seller shall advise Buyer of the amount of these costs upon placement of the order.
Article 9: payment
Immediately after placing the order Buyer is obliged to pay to Seller the amount owed by Buyer. The confirmation of the order by Seller is considered the invoice also.
Buyer is obliged to pay the amount due without any deductions or set-off within fourteen days after the date at which the order was placed by Buyer.
Buyer can effect payment by using one of the payment methods offered during the order process. The order of Buyer may be subject to specific (payment / ordering) conditions. In case of payment by bank or giro the date of payment is considered the date at which the amount is credited to the bank respectively giro account of Seller.
In case Buyer has not effected payment of the entire amount due by Buyer within the above time of payment, Buyer shall be in default by operation of the law without any notification or notice of default being required. In that case Buyer is obliged to pay an interest on late payment in the amount of 1% per month or part of a month on the unpaid part of the amount owed by Buyer from the time at which Buyer is in default until the day of payment in full. In case legal interest is more than 12% per year, Buyer shall owe legal interest.
Any costs of collection, including any and all costs of legal assistance, both in and out of court provided by any party, shall be borne by Buyer. Any extrajudicial costs of collection incurred by Seller in order to effectuate fulfilment of the obligations of Buyer shall be borne by Buyer. These costs shall be calculated according to the following collection rates advised by the “Nederlandse Orde van Advocaten” (Dutch Bar Association) with a minimum of € 40,00 for each unpaid invoice:
15% of the principal amount of the claim, for the first € 2.500,00 of the claim;
10% of the principal amount of the claim, for the next € 2.500,00 of the claim;
5% of the principal amount of the claim, for the next € 5.000,00 of the claim;
1% of the principal amount of the claim, for the next € 190.000,00 of the claim;
0,5% of the remaining principal amount with a maximum of € 6.775,00.
Buyer is obliged to pay legal commercial interest on the costs of collection incurred.
If Buyer does not effect full payment in a timely manner, Seller shall also have the right to suspend or rescind the Agreement concerned and any associated Agreements, without prejudice to the right of Seller to demand compensation of any damage caused to Seller.
Article 10: warranty
Seller guarantees that, on delivery of the goods sold and supplied to Buyer, said goods will meet any reasonable requirements for use that may apply to said goods.
Without prejudice to the provisions in this article no warranty shall apply in case wear of the goods is considered normal wear and tear, as well as in the following cases:
in case of modification of or to the goods, including repairs performed without the permission of Seller;
in case defects in the goods were caused by inexpert use or use that differs from their intended use;
in case damage to the goods was caused by intent, gross negligence or carelessness on the part of Buyer.
Article 11: right of withdrawal / return within 7 business days
After receipt by Buyer of the goods ordered by him, Buyer has the right to rescind the Agreement with Seller within seven (7) business days after receipt of the goods. Buyer is not obliged to give any reasons.
The right of Buyer referred to in paragraph 1 above does not apply to goods that have been produced according to specifications of Buyer (custom orders), that are clearly personal goods or cannot be returned because of their nature.
In case Buyer wishes to rescind the Agreement on the basis of the provisions of article 11.1, Buyer is obliged to notify Seller of this in writing within the term of seven (7) business days referred to above.
Buyer may return the goods received by him to an outlet of Seller. Buyer is not obliged to pay any costs for this.
In case Buyer returns the goods to Seller or requests Seller to collect the goods, any and all costs of that are borne by Buyer.
In case Buyer has already made any payments at the time at which he has rescinded the Agreement with Seller, Seller shall reimburse said amounts to Buyer within thirty (30) days after Seller has received the goods returned or sent back by Buyer.
Seller reserves the right to refuse any goods returned or sent back, or to repay only part of the amounts already paid in case it is assumed that the goods have already been opened, used or damaged by the fault of Buyer. In that case Seller has the right to deduct the amount of the depreciation of the value of the product from the amount to be repaid to Buyer.
Article 12: rescission within 30 days
In case Seller has not carried out delivery of the goods ordered within thirty (30) days commencing on the day at which Buyer has placed its order with Seller, Seller shall be in default by operation of the law, and Buyer shall have the right to rescind the Agreement with Seller.
Buyer does not have the right referred to in paragraph 1 above in case Seller has agreed a different time of delivery with Buyer, or in case the delay in delivery cannot be attributed to Seller, or performance has already become permanently impossible.
In case performance has become permanently impossible because the good purchased is not available, Buyer shall be informed of that without delay and Buyer shall have the right to restitution of the amount paid to Seller by Buyer. Seller shall repay these amounts to Buyer within thirty (30) days after Seller has notified Buyer of the impossibility to deliver.
Article 13: liability
Seller is not liable for indirect damage caused to Buyer or third parties (including consequential damage, loss of turnover and profit, loss of data and immaterial damage) resulting from or in connection with the Agreement or the use of the goods ordered by Buyer.
Without prejudice to any other provisions in the Agreement the liability of Seller towards Buyer, for whatever reason, shall for each event (in which a connected series of events is considered one event) be limited to the purchase price of the Product concerned.
Seller is not liable for non-performance or limited performance of the website, telecommunication infrastructure and/or other errors in communication or possible consequences of that. The contents of the website of Seller and the contents of any other communications of Seller on the internet have been compiled with utmost care. However, Seller cannot give any guarantees with respect to the nature, accuracy or content matter of said information. For that reason Seller is not liable for frequent errors, inconsistencies, confusion, delays or unclear transmission of orders and communications due to the use of the internet or any other (electronic) means of communication in interactions between Seller and Buyer, or the consequences of the use of said information. Seller further excludes any liability with respect to advice and replies to questions given by Seller, except in case of intent or gross negligence on the part of Seller.
Article 14: force majeure
Seller is not obliged to perform any obligations not being financial payment obligations if Seller is prevented to do so on account of force majeure. Force majeure is understood to mean a non-attributable failure in the performance of any third parties or suppliers engaged, as well as any circumstance beyond the actual (decisive) control of Seller.
Article 15: privacy
Seller shall respect the privacy of any and all visitors to its website and shall ensure that personal information is treated confidentially. Said personal information shall be used only in order to carry out the order completely.
Personal information shall not be provided by Seller to any third parties not affiliated to Seller, except in case Buyer has explicitly approved of this or in case it is necessary in connection with legal requirements.
The website may contain advertisements of third parties or links to other websites. Seller cannot influence privacy policies of such third parties or their websites, and therefore Seller is not responsible for those.
Article 16: Complaints
Complaints about goods supplied, acts of Seller or otherwise may be submitted by Buyer through the website of Seller through which Buyer has placed the order concerned.
On delivery of the goods ordered Buyer is obliged to inspect without delay whether Seller has properly performed the Agreement, and is also obliged to notify Seller immediately but no later than 7 business days after delivery of any defects found. In case Buyer does not do so Seller is considered to have fully met its obligations under the Agreement entered into between the parties.
Article 17: applicable law and choice of court
Any orders and Agreements entered into with Buyer by Seller are governed by Dutch law exclusively. The applicability of the Vienna Sales Convention is excluded.
Any disputes resulting from or in connection with a legal relationship between parties to which these General terms and conditions apply, shall be submitted to the exclusive jurisdiction of the Court of Zeeland – West Brabant.
These General terms and conditions were provided to Buyer by Seller on conclusion of the Agreement by means of an opportunity offered to download and store them as part of the order process, and they are further available for inspection at the office of Seller in Geldermalsen, and shall be sent again to Buyer free of charge upon request. They are available on the internet at: www.ultimaker.nl.
All prices are excluding Value Added Tax (VAT), unless explicitly mentioned otherwise.