General

Audiophool audio equipment. Below you will find the General Terms and Conditions. These always apply if you use the services of Audiophool.

Last modified: March 14, 2022

Article 1. Definitions

1.1. General Terms and Conditions: These General Terms and Conditions.

1.2. Audiophool, located at Vechtlaan 38 Hengelo and registered with the Chamber of Commerce under number 68396910, can also be found on audiophool.nl.

1.3. Consumer: the Client who does not act in the exercise of a profession or business.

1.4. Service(s): services as described in the Agreement.

1.5. Products: all products as described in the Agreement.

1.6. Intellectual Property Rights: rights (of intellectual property) including but not limited to copyrights (including of course the copyright that rests on software), database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights, as well as rights to know-how.

1.7. Quotation: a written offer from Audiophool.

1.8. Client: the natural person or legal entity, whether or not acting in the exercise of a profession or business, who has concluded an Agreement with Audiophool.

1.9. Delivery: takes place after approval of the Client, after commissioning by the Client or by notifying the Client, after which there has been no response from the Client within 7 days after notification.

1.10. Agreement: The agreement between the Parties on the basis of which Audiophool delivers its Products and Services to the Client, and of which the General Terms and Conditions form an inseparable part.

1.11. Party(s): Audiophool and Client together or separately.

1.12. Confidential Information: non-public information that is related to a Party and information that a Party indicates is confidential, or that, by the nature of the information or under the circumstances under which the disclosure occurs, should be treated as confidential.

1.13. Employee: The person who is employed by one of the Parties, or who performs work for the Party in question on an assignment basis.

1.14. Business Customer: the Client who acts in the exercise of a profession or business.

Article 2. Applicability and interpretation

2.1. The General Terms and Conditions apply to and form part of every (legal) act related to the preparation, conclusion or execution of the Agreement. The General Terms and Conditions also apply to all subsequent Agreements between the Client and Audiophool, if the Client has accepted the validity thereof in previous Agreements with Audiophool.

2.2. The applicability of any purchase or other conditions of the Client is expressly excluded.

2.3. Provisions or conditions set by the Client that deviate from or do not appear in the General Terms and Conditions only apply to the Agreement insofar as the Parties agree this in writing.

2.4. In the event that specific product, promotion or service conditions apply in addition to these General Terms and Conditions, those conditions also apply, but in the event of conflicting conditions, the Consumer can always invoke the applicable provision that is most favorable to him.

Article 3. Conclusion of the Agreement

3.1. All Offers and other offers of Audiophool are without obligation and valid for the duration of 14 days.

3.2. The Agreement is concluded at the moment of acceptance by the Client of the Offer of Audiophool and the fulfilment of the conditions set by Audiophool. If the Consumer has accepted the offer electronically, Audiophool will immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed, the Consumer has the option to dissolve the Agreement.

3.3. An offer is in any case assumed to have been accepted if the Agreement is executed without contradiction. The offer can be accepted both orally and in writing.

Article 4. Execution of the Agreement

4.1. Audiophool will start the execution after the conclusion of the Agreement, on the date or moment as agreed in the Agreement. If no date of performance has been agreed, Audiophool will immediately start with the execution of the Agreement.

4.2. If delivery cannot be made within the agreed period, Audiophool will inform the Client thereof. Business customer is deemed to agree to a new delivery date. The Consumer will be given the opportunity to dissolve the Agreement free of charge.

4.3. The Client acknowledges that it has no authority of instruction with regard to the Products or Services to be delivered by Audiophool for the execution of the Agreement.

4.4. The Client is obliged to do and refrain from doing all that is reasonably necessary and desirable to enable a timely and correct execution of the assignment. In particular, the Client shall ensure that all data, of which Audiophool indicates that they are necessary or of which the Client should reasonably understand that they are necessary for the execution of the assignment, are provided to Audiophool in a timely manner.

4.5. If and insofar as a proper execution of the Agreement requires this, Audiophool has the right to engage third parties in the execution of the Agreement. The General Terms and Conditions also apply to the work that third parties perform in the context of the Agreement. These third parties are not authorized to represent.

4.6. Audiophool is not obliged to have work carried out by third parties designated by the Client. The Client is liable for goods for the execution of the Agreement that are prescribed by or on behalf of the Client, or that are or would be delivered by a supplier designated by the Client, as well as for the non-delivery or late delivery thereof.

Article 5. Duration and end of the Agreement

5.1. The duration of the Agreement is laid down in the Agreement. If no duration is included, the Agreement is entered into for the duration that is necessary for the delivery of the Products or Services.

5.2. The Consumer can terminate the Agreement at any time with a notice period of one month. If there is a term of up to one year, this possibility only exists after the end of the term of the Agreement.

5.3. Business Customer cannot terminate the Agreement in the meantime.

5.4. In the event of termination, the Client will have to pay the full amount, less the savings that result for Audiophool from the cancellation. Audiophool will then deliver the already completed work. If the price is dependent on the actual costs to be incurred by Audiophool, the price owed by the Client will be calculated on the basis of the costs incurred, the work performed and the profit that Audiophool would have made over the entire work. The amounts remain due after termination of the Agreement and are immediately due and payable from the day of termination.

5.5. Audiophool may suspend or terminate the Agreement at any time if:

·         The client has been declared bankrupt;

·         The client has been granted a suspension of payment;

·         The business of business customer is dissolved or liquidated.

 

5.6. Obligations that by their nature are intended to continue beyond the end of the Agreement, remain unaffected even after the end of the Agreement and apply to the Client and its legal successors.

Article 6. Price and payment

6.1. The Client pays Audiophool the amount as stated in the Agreement. All prices mentioned by Audiophool are in euros. In some cases, a deposit is required. The amount to be paid is included in the Agreement.

6.2. All prices mentioned by Audiophool exclude turnover tax (VAT) and other levies imposed by the government, unless stated otherwise.

6.3. A payment term of 14 days applies to each invoice.

6.4. If a price is based on information provided by the Client and this information turns out to be incorrect, Audiophool has the right to adjust the price accordingly, even after the Agreement has already been concluded. After this adjustment, the Consumer has the right to terminate the Agreement.

6.5. If the Client does not meet his payment obligation(s) on time, He will be informed by Audiophool of the late payment. After notification of the late payment, Audiophool grants the Client a period of 14 days to still meet its payment obligations.

6.6. In the event of late payment, the Client is, in addition to the amount due and the statutory interest thereon, obliged to pay full compensation for both extrajudicial and judicial collection costs, including the costs for lawyers, jurists, bailiffs and collection agencies.

6.7. Audiophool can inform itself within legal frameworks whether the Client can meet its payment obligations, but also of all facts and factors that are important for a responsible conclusion of the Agreement. If, on the basis of this investigation, Audiophool has good reasons not to enter into the Agreement, it is entitled to refuse an order or request motivated or to attach special conditions to the execution, such as advance payment.

Article 7. Obligations of the Client

7.1. The Client shall ensure that all (technical) information, decisions and data that it believes are necessary for the execution of the Agreement are provided to Audiophool in a timely manner. The Client is responsible for the correctness and completeness thereof. This includes, but is not limited to, compliance with permit applications and other legal requirements.

Article 8. Additional work

8.1. All changes in the execution of the Agreement, either at the request of the Client or as a result of the fact that due to whatever circumstances another execution is necessary, are considered as additional work if additional costs are associated with it. These General Terms and Conditions apply to the additional work.

8.2. If additional work has been performed at the request or with the permission of the Client, the additional work will be reimbursed by the Client. Audiophool may refuse to comply with such a request or enter into negotiations.

8.3. The Client accepts that additional work may result in delay in the Delivery of Products and Services, even if a time of Delivery has been agreed. The Client is not entitled to compensation for this delay.

8.4. If (the demand for) additional work occurs during the execution of the Agreement, this will not create any grounds for termination or dissolution of the Agreement for the Client.

8.5. Cost-increasing circumstances that are not due to Audiophool will be settled as additional work. Audiophool will inform the Client of this as soon as possible. In that case, the consumer has the option to terminate the Agreement.

Article 9. Delivery and delivery time

9.1. Delivery periods mentioned by Audiophool are indicative and do not count as a deadline, unless the Parties have agreed this in writing.

9.1.1 Estimated delivery times within the EU are 14 working days. Outside the EU, the estimated delivery time is 1 month. 

9.1.2 Packages are sent with Post.nl and DHL. 

9.1.4 Delivery times may deviate if required components are not available and/or in stock. 

9.1.5 Delivery times may deviate due to delays at the postal authorities. 

9.1.6 AudioPhoot cannot be held liable for delays by the postal authorities.

9.2. Audiophool reserves the right, if possible, to have the necessary goods and equipment delivered to the Client. The ready equipment and goods can be stored at the expense and risk of the Client.

9.3. Audiophool remains the owner of all Products until the Client has fulfilled all its payment obligations towards Audiophool, including the amounts due due to a shortcoming.

Article 10. Return information

Article 11. Warranty

11.1. Audiophool guarantees that services delivered and (resulting) Products or results comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the legal provisions and/or government regulations existing on the date of the conclusion of the Agreement.

11.2. The Client can claim this guarantee if the defect is noticed within 3 months after Delivery and immediately after discovery of the defect the complaint has been reported and the complaint is considered well-founded by Audiophool. Audiophool will provide a suitable solution in the form of repair or compensation of a maximum of the amount paid by the Client for the relevant part of the Agreement.

11.3. A guarantee provided by Audiophool, manufacturer or importer does not affect the legal rights and claims that the Client has on the basis of the Agreement.

11.4. The guarantee will lapse if it appears that the Client has not followed the advice of Audiophool, or has not complied with the instructions for use.

Article 12. Intellectual property rights

12.1. The Intellectual Property Rights, including all images, drawings, (technical) descriptions and advice that Audiophool provides to the Client, are vested in Audiophool.

12.2. The Client will not perform any actions that may infringe the Intellectual Property Rights of Audiophool and/or its licensors, including but not limited to the disclosure and/or reproduction of the provisions referred to in the previous paragraph, in whole or in part, without permission. The Client acknowledges and accepts that any unauthorized use or action infringes the Agreement and the applicable legislation.

Article 13. Secrecy

13.1. The parties will treat information that they provide to each other before, during or after the execution of the Agreement confidentially if this information can reasonably be regarded as confidential, or has been explicitly designated as confidential by one of the Parties. The parties also impose this obligation on their Employees as well as on third parties engaged by them for the execution of the Agreement.

13.2. The obligation of confidentiality also remains after termination of the Agreement for whatever reason, and for as long as the providing party can reasonably claim the confidential nature of the information.

Article 14. Liability

14.1. The limitations of liability under this Agreement apply except if and insofar as the damage is the result of intent or deliberate recklessness on the part of Audiophool.

14.2. Audiophool will make every effort to execute the Agreement as carefully and safely as possible. Audiophool cannot influence the final use of the delivered goods. The Client is therefore responsible for the use of the result of the Agreement.

14.3. Delivery of the Agreement releases Audiophool from all liability for defects that the Client had already discovered at the time of delivery, or should reasonably have discovered.

14.4. The total liability of Audiophool for direct damage suffered by the Client as a result of an attributable shortcoming in the performance of this Agreement, or by an unlawful act of Audiophool, its Employees or third parties engaged by it, is limited per event or a series of related events to an amount equal to the price stipulated in the Agreement (including VAT), with a maximum of € 5,000.00.

14.5. Direct damage is exclusively understood to mean: the reasonable costs for determining the cause and extent of the damage, any reasonable costs incurred to have the defective performance of Audiophool comply with the Agreement and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage.

14.6. Liability of Audiophool towards the Client for indirect or consequential damage or damage due to loss of turnover or profit, delay damage, damage due to loss of data, damage due to exceeding of terms as a result of changed circumstances, damage as a result of the provision of defective cooperation, information or materials by the Client and damage due to information or advice given by Audiophool, the content of which is not explicitly part of the Agreement, is excluded.

14.7. A condition for the creation of any right to compensation is always that the Client reports the damage to Audiophool in writing within a reasonable period of time, but in any case within two (2) months after the occurrence thereof.

14.8. The liability of Audiophool with regard to attributable shortcoming in the fulfillment of the Agreement only arises if the Client immediately and properly declares Audiophool in default in writing, stating a reasonable period to remedy the shortcoming, and Audiophool continues to fail to comply with its obligations even after that period. The notice of default must contain as detailed a description as possible of the shortcoming, so that Audiophool is able to respond adequately.

14.9. The Client indemnifies Audiophool against all claims from third parties (including customers of the Client), with regard to compensation for damage, costs or interest, in connection with this Agreement and / or the Service.

14.10. Audiophool cannot be held to comply with any obligation under the Agreement if Audiophool is prevented from performing as a result of force majeure. Audiophool is not liable for any damage resulting from force majeure.

14.11. Force majeure includes, but is not limited to: malfunctions of public infrastructure, defectiveness of goods, equipment or software or other source material of which the Client has prescribed the use, unavailability of Employees, government measures, general transport problems, strikes, wars, terrorist attacks and domestic disturbances.

14.12. If a force majeure situation lasts longer than 90 days, the Parties have the right to dissolve the Agreement in writing. What has already been performed on the basis of the Agreement will in that case be settled proportionately, without the parties remaining liable to each other for the rest.

Article 15. Modification of general terms and conditions

15.1. Audiophool reserves the right to change or supplement these General Terms and Conditions. Changes also apply to Agreements already concluded with due observance of a period of 30 days after publication of the change.

15.2. Changes will be announced via audiophool.nl, by e-mail to the Client, or another channel of which Audiophool can prove that the announcement has been sent to the Client. Non-substantive changes of minor importance can be made at any time and do not require notification.

15.3. If a Consumer does not want to accept a change, the Consumer must inform Audiophool within 30 days after notification. Audiophool can then reconsider the change. If Audiophool does not withdraw the change, the Consumer can terminate the Agreement by this date until the date on which the new terms and conditions take effect.

Article 16. Final provisions

16.1. The Agreement is governed by Dutch law.

16.2. Insofar as rules of mandatory law do not prescribe otherwise, all disputes that may arise as a result of the Agreement will be submitted to the competent Dutch court in the district where Audiophool is located.

16.3. In these General Terms and Conditions, “in writing” also means communication by e-mail, provided that the identity of the sender and the integrity of the e-mail are sufficiently established.

16.4. If a provision in the Agreement or General Terms and Conditions proves to be null and void, this does not affect the validity of the entire Agreement or General Terms and Conditions. In that case, the parties will adopt (a) new provision(s) as a replacement, with which the intention of the original provision will be given shape as much as legally possible.

16.5. Audiophool is entitled to transfer its rights and obligations, arising from the Agreement, to a third party that takes over Audiophool or the business activities of Audiophool.

Name: Audiophool

Address: Vechtlaan 38 Hengelo

E-mail address: info@audiophool.nl

Tel.: 0624784229