General Terms and Conditions
VMC Creative Studio
Chamber of Commerce (KvK) number: 97430021
VAT number: NL005270045B49
Established in Zutphen, Weersma van Duinstraat 21, 7207 HH, The Netherlands
Article 1 – General Provisions
1.1 Welcome to VMC Creative Studio! We are a company engaged in creating creative designs on clothing. These products are responsibly produced on a Print on Demand (POD – Production On Demand) basis.
The webshop operates under the name: Cotton-trees.com.
1.2 These general terms and conditions apply to all activities of VMC Creative Studio, including but not limited to offers and agreements between us and our clients, hereinafter referred to as the “Client”.
1.3 Any deviation from these general terms and conditions shall only be valid if expressly agreed upon in writing between VMC Creative Studio and the Client.
1.4 Any purchasing or other terms and conditions of the Client are expressly rejected.
1.5 If one or more provisions of these general terms and conditions are declared invalid, null and void, or annulled, the remaining provisions shall remain in full force and effect.
The invalid, null, or annulled provisions shall be replaced by new provisions that most closely reflect the intent of the original provisions, adjusted to the applicable legal standard.
1.6 The fact that VMC Creative Studio does not at any time enforce compliance with one or more provisions of the agreement or these general terms and conditions shall not affect its right to enforce compliance at a later time.
1.7 These general terms and conditions shall not apply if explicitly deviated from in the agreement between VMC Creative Studio and the Client.
Article 2 – Offers, Formation and Amendment of the Agreement
2.1 VMC Creative Studio makes every effort to provide the best possible offers; however, all offers are non-binding unless explicitly stated otherwise.
2.2 An agreement shall only be concluded once VMC Creative Studio and the Client have reached written agreement.
2.3 Once an agreement has been concluded, it may only be amended by written agreement between VMC Creative Studio and the Client, including changes to quantities or prices of the products or services provided.
Article 3 – Prices and Payment
3.1 Prices and VAT
All prices quoted by VMC Creative Studio are exclusive of VAT and other government-imposed levies, unless explicitly stated otherwise.
Payments must be made inclusive of VAT and/or other applicable levies.
3.2 Additional goods, works and services
Prices apply only to the goods, services and works explicitly stated in the agreement.
Any additional goods supplied, work performed and/or services rendered by VMC Creative Studio shall be charged separately at the prices applicable on the date of delivery or as agreed.
3.3 Price changes
Prices quoted by VMC Creative Studio are based on cost factors applicable at the time of quotation. If one or more of these factors change after the agreement is concluded, VMC Creative Studio is entitled to adjust the agreed price accordingly.
3.4 Payment term
Invoices must be paid in accordance with the payment terms stated on the invoice.
If no such terms are stated, payment must be made within 14 days of the invoice date.
3.5 Default
If the Client fails to pay the amounts due within the agreed term, the Client shall be in default by operation of law.
The Client shall owe statutory interest on the outstanding amount, without prejudice to its other obligations
(6% for consumers / 11.15% for businesses).
3.6 Collection costs
All judicial and extrajudicial collection costs shall be borne by the Client, with a minimum of €250.
3.7 Allocation of payments
Payments made by the Client shall first be applied to outstanding interest and costs and subsequently to the oldest outstanding invoices.
Article 4 – Complaints
4.1 Objection to invoice
Any objection to an invoice must be submitted in writing within 8 days of the invoice date. Failure to do so shall result in forfeiture of the right to correction.
4.2 Effect of complaints
Submitting a complaint does not suspend the Client’s payment obligations. The invoice must still be paid within the agreed term.
4.3 Duty to inspect
The Client is responsible for inspecting goods, services and works upon receipt for visible defects. Visible defects must be reported in writing within 8 days of receipt.
4.4 Guarantees and complaints procedure
In addition to timely complaints regarding visible defects, the Client may rely on guarantees provided by VMC Creative Studio, subject to the complaints procedure published on the website.
4.5 Burden of proof
The burden of proof that delivered goods do not comply with the agreement rests with the Client. If a complaint is deemed valid, VMC Creative Studio shall repair or replace the goods.
4.6 Limitation period
A complaint is only valid if submitted within a reasonable period. In practice, a period of 2 months after discovery of the defect is considered reasonable. Complaints submitted thereafter will not be processed.
Article 5 – Termination and Cancellation
5.1 Termination by VMC Creative Studio
VMC Creative Studio may terminate the agreement, in whole or in part, with immediate effect and without judicial intervention, without being liable for damages, if:
a. the Client applies for suspension of payments or bankruptcy, is declared bankrupt, offers a private settlement, or if any part of its assets is seized;
b. the Client is placed under administration or guardianship;
c. the statutory debt restructuring scheme becomes applicable to the Client;
d. the Client ceases its activities, dissolves, loses legal personality, transfers its business, or merges with another entity;
e. the Client fails to properly or timely fulfil one or more obligations under the agreement.
5.2 Consequences of termination
Upon termination, all mutual claims become immediately due and payable.
This does not affect VMC Creative Studio’s other rights, including the right to claim damages and/or performance.
5.3 Termination by either party
If an agreement is entered into for an indefinite period and does not end by performance, either party may terminate it in writing, stating reasons, after proper consultation.
If no notice period has been agreed, a reasonable notice period shall apply.
VMC Creative Studio shall never be liable for damages resulting from such termination.
Article 6 – Termination or Suspension Due to Force Majeure
6.1 If performance of the agreement becomes impossible due to force majeure without fault on the part of VMC Creative Studio, it is entitled to terminate or suspend the agreement in whole or in part without liability for damages.
6.2 Definition of force majeure
Force majeure means circumstances beyond the control of VMC Creative Studio that prevent performance, including but not limited to strikes, illness of staff, operational disruptions, government measures, and transport disruptions, whether occurring at VMC Creative Studio or its suppliers.
6.3 Partial performance
If VMC Creative Studio has partially fulfilled its obligations prior to the occurrence of force majeure, or can only partially fulfil its obligations as a result thereof, it is entitled to invoice the completed or deliverable part separately. The Client must pay this invoice as if it were a separate agreement.
6.4 Force majeure after due date
VMC Creative Studio may invoke force majeure even if the relevant circumstance arises after performance was due.
Article 7 – Liability
7.1 Limitation of liability
VMC Creative Studio is not liable for damages except as expressly provided in this article.
7.2 Exclusion of indirect damage
VMC Creative Studio is not liable for indirect damages, including consequential loss, loss of profit, missed savings, business interruption, or carrier-related damage.
7.3 Limitation of direct damage
Liability for direct damage is limited to the invoiced or invoiceable amount under the agreement, excluding VAT and government levies, with a maximum of €50,000.
7.4 Conditions for liability
Liability arises only if the Client has given written notice of default, allowing a reasonable period for remedy, and VMC Creative Studio fails to comply thereafter.
7.5 Force majeure
No liability applies if a failure is caused by force majeure.
7.6 Exception
The above limitations do not apply in cases of intent or gross negligence by VMC Creative Studio or its management/employees.
7.7 Limitation period
All liability expires one year after the damage arises, and in any case one year after termination of the agreement most closely related to the damage.
Article 8 – Indemnification
8.1 Non-compliance
The Client indemnifies VMC Creative Studio against all third-party claims arising from the Client’s failure to comply with obligations under the agreement or these general terms and conditions.
8.2 Third-party damage claims
The Client further indemnifies VMC Creative Studio against third-party claims relating to damage arising from the execution of an assignment. The Client must notify VMC Creative Studio in writing within 8 days of such claims.
8.3 Settlement of claims
The Client shall only settle such claims in consultation with VMC Creative Studio, failing which any claim against VMC Creative Studio shall lapse.
Article 9 – Confidentiality
9.1 Parties acknowledge the confidential nature of information exchanged and shall keep such information confidential and use it solely for the purpose provided.
9.2 Confidential information includes all information designated as confidential or reasonably considered confidential.
9.3 Parties shall take reasonable measures to protect confidential information and shall not disclose it to third parties unless necessary for performance or legally required.
9.4 Confidentiality obligations survive termination of the agreement.
9.5 If disclosure to a third party is legally required, the other party shall be informed without delay, unless prohibited by law.
9.6 Breach of confidentiality renders the breaching party liable for resulting damages.
Article 10 – Disputes and Applicable Law
10.1 Dispute resolution
Any disputes that cannot be resolved amicably shall be submitted to the competent court in Zutphen or surrounding districts. Both parties shall comply with the court’s ruling.
10.2 Applicable law
All agreements between the Client and VMC Creative Studio are governed by Dutch law. Disputes shall be resolved in accordance with Dutch legislation and case law.
