ARTICLE 1
All our offers and agreements are subject to these general terms and conditions, to the exclusion of the general terms and conditions of others c.q. third parties, unless otherwise agreed in writing. For the purpose of these Terms and Conditions the contracting party is understood to mean anyone with whom we have entered into an agreement to deliver goods, i.e. shops, retailers, retail chains, buyers, etc. For the purpose of these Terms and Conditions “we” and “us” refers to Mimirror., organized and existing under the laws of the Netherlands with its offices at: Midasstraat 31 6846XR Arnhem The Netherlands, An order is understood to mean an order or commission by or on behalf of the contracting party; an offer is understood to mean a quotation made by us.
ARTICLE 2
All our offers are free of engagement, unless otherwise agreed in writing.
ARTICLE 3
Information regarding size, shape or quality provided by us in illustrations, catalogues, samples, fabric samples, and patterns or in any other form is not binding and is considered to have been issued as an indication.
ARTICLE 4
Any offer, unless expressly mentioned differently, is based on realization under normal circumstances and during normal working hours.
ARTICLE 5
An agreement is achieved by our written confirmation of the order or commission or, by lack thereof, by the actual execution of the order or commission.
ARTICLE 6
Verbal promises by and agreements with our employees are not binding unless after and insofar they have been confirmed by us in writing.
ARTICLE 7
All our prices are VAT excluded and mentioned in Euro, unless otherwise specifically agreed in writing.
ARTICLE 8
We are entitled and/or have agreed to proportionally increase prices with on-charged VAT if, should the costs of aids, parts, materials or raw materials or the cost of labour, governmental taxes or import duties increase after receipt of an offer and/or after the achievement of an agreement; furthermore should our purchasing prices increase due to a change of the value of the Euro as a result of the exchange rates or for other reasons and finally if the contracting party should make any changes to the order, causing us to incur higher costs than assumed upon submission of the offer.
ARTICLE 9
We are entitled to make partial deliveries of orders, even for orders of a compound nature, and to invoice for each partial delivery. A compound order is understood to mean an order in which the contracting party orders a certain quantity of different goods.
ARTICLE 10
If, in case of a compound order, we make partial deliveries without separate invoicing for each delivery, the contracting party is only entitled to delay the payment of the entire order until after the complete delivery of the order, if this has been agreed upon in writing. If we have made a compound offer (i.e. a total price for the offer, without specification of each part of the order) for a compound order, we are not held to invoice a proportional part of the compound price in case of a partial delivery of the order; payment of a proportional part of the agreed price by the contracting party only suffices if agreed in writing.
ARTICLE 11
Unless otherwise agreed in writing, deliveries are ex factory and/or ex warehouse. If we provide a lead time for the delivery of goods, this only means that we will do our utmost to respect the agreed delivery time. The contacting party is not entitled to annul the agreement and/or to claim any damages whatsoever in case we should exceed the time of delivery and/or any term, while this leaves the obligation of the contracting party intact, the contracting party explicitly stating to renounce any rights on compensation for late delivery. The time of delivery only starts after the agreement has been entered into in accordance with article 5 and the contracting party has met all its obligations so far.
ARTICLE 12
Goods that are sent back to us by the contracting party or that were not accepted by the contracting party upon delivery can, for the account and responsibility of the contracting party, be stored by us on-site at our discretion. We are at any time entitled to privately sell such returned and/or refused goods for the account and risk of the contracting party. The proceeds, less our incurred costs, do not need to be accounted for and/or turned over before the date of full payment by the contracting party of the agreed purchasing price plus any interests and costs for late payment, without prejudice to our right to deduct these proceeds from the purchasing price for payment.
ARTICLE 13
If we take care of the transport of goods to the contracting party and arrange for transport, any commitments made towards third parties to this effect will be considered to have been made in the interest and for the account and risk of the contracting party, and any costs – including insurance costs – and risks will be for the account of the contracting party.
ARTICLE 14
Complaints regarding visible flaws and/or the quality of the goods have to be made by registered mail within two weeks after delivery as described in article 11 under penalty of loss of rights. Complaints regarding hidden flaws have to be made by registered mail within six weeks after receipt of the goods under penalty of loss of rights.
ARTICLE 15
Complaints do not entitle the contracting party to suspend its payments and/or other obligations from the agreement in part or in their entirety. If we consider the complaint not founded we are only held to replace the faulty goods, without the contracting party being entitled to any additional compensation. By the delivery of replacing proper goods we will be considered to have met our obligations. If it is impossible for us to replace the goods, they will be deducted from the invoice.
ARTICLE 16
The contracting party is held to pay the price agreed within thirty days after invoice at the latest, at our office or on a bank account specified by us, without any right on discount and/or compensation for any reason whatsoever; the right on any such discount and/or compensation is explicitly excluded.
ARTICLE 17
All the amounts indebted to us by the contracting party, by whatever reason, will immediately, without proof of default and without judicial intervention, legally mature on the due date. Furthermore our claim on the contracting party is immediately due, without proof of default and without judicial intervention, if the contracting party changes its type of business enterprise, asks for suspension of payment, will be declared bankrupt, goes into liquidation, dies, or, if the contracting party is a trading partnership, is dissolved. If the contracting party does not meet its obligations, it will owe us, without prior proof of default, an interest of 1% per month on the full due amount due, in addition to all judicial and extrajudicial costs that we may make for the collection of our claim. The extrajudicial costs amount to 15% of the amount due, with a minimum of 500,- EUR if the Magistrate’s Court has jurisdiction, and 1.250,- EUR in case the County Court is entitled to take cognizance of a claim. The extrajudicial costs include, among others, the costs and fees, charged by the persons we entrusted with the recovery. Furthermore, in case of late payment or annulment of order, the customer legally forfeits to us an undiminished compensation amounting to 15% of the amount due to us, undiminished our right to ask full compensation to our contracting party.
ARTICLE 18
Payments made by the contracting party after having been in default on the grounds of the provisions of article 17, will in the first place be deducted from the judicial and/or extrajudicial costs due, next from the interests, and finally from the sum total.
ARTICLE 19
In case the contracting party fails to meet any of its obligations, or if one of the circumstances referred to in article 17 should occur, we shall be entitled, without proof of default or judicial intervention, to either suspend execution of the agreement or to dissolve the agreement in part or in its entirety, at our discretion, without being held to pay any damages and without prejudice to our rights, including the right on full compensation, undiminished the conditions of article 17.
ARTICLE 20
If we consider the contracting party less or diminished creditworthy, we can insist on a term of payment different from the one mentioned in article 16, and we can ask for advance payment before delivery and/or insist on COD delivery of the goods. Failure to meet one or more of the aforementioned conditions equals non-payment upon maturity. In that case the conditions of article 17 come into force. Should the contracting party not be insurable by our credit Insurance, we reserve the right to cancel the order, without the contracting party being entitled to any damages and/or compensation.
ARTICLE 21
If the agreement is prevented from being executed by force majeure, we are entitled to adapt the agreement to the circumstances or to dissolve the agreement and demand payment of the costs already incurred by us from customer, without the contracting party being entitled to any damages and/or compensation. By force majeure are understood all circumstances beyond our control which make the execution of this agreement troublesome or which prevent the agreement from being executed, either in part or in its entirety.
ARTICLE 22
We shall be considered to have met our obligations towards the contracting party, also if:
1. Small differences in colour, quality, model and design should occur;
2. Not more than 10% of the delivered items of a batch show differences;
3. Set surface measurements do not show differences of more than 3%;
4. Set weights, measures of volume and/or composition do not show differences of more than 10%;
5. A quantity does not amount to less than 90% of what was agreed upon;
6. In case of delivery according to sample, model or design, there is only a slight deviation thereof.
ARTICLE 23
We shall not be liable for loss of profits, consequential loss, other indirect loss, or any other loss resulting from whatever cause, inflicted on persons and/or belongings, on the part of the goods delivered by us.
ARTICLE 24
Insofar we have any liability, this is limited to the invoice amount of the delivered goods. The contracting party shall in any case fully safeguard us and compensate us for any damages to be paid to third parties on that account, should we be held liable by third parties for damages that we are not responsible for.
ARTICLE 25
The contracting party shall safeguard us for any consequences of the use of brands, models, designs, patterns, etc. prescribed in an order.
ARTICLE 26
We remain the owner of all the delivered goods until all outstanding invoices have been paid by or on behalf of the contracting party. As long as the payment of the goods has not been carried out, the contracting party is not entitled to dispose of the goods to our prejudice or in favour of third parties, and more specifically the contracting party is not entitled to pledge the goods to third parties or to make them serve as a security for third parties in the broadest sense of the word, or to make them subject to any personal or commercial rights on behalf of third parties. In case of non-payment or late payment the contracting party is held to immediately make the goods available to us at our request, and the contracting party is held to insure the risk of fire and theft with regard to the goods and shall, at our request, provide us with photocopies of the policy in question and receipts of the contribution payments.
ARTICLE 27
All of our cuckoo clocks are brand new, sent from Netherlands，Germany, Belgium to your delivery address. All efforts are made by the clockmaker to ensure that all the clocks they send are packaged safely and securely to minimise the chances of them being damaged in transit. Each year, our clockmakers send thousands of clocks to customers all around the world and so their packaging methods and materials are tried and tested.
However, in the unlikely event of a clock arriving ‘damaged in transit’, we advise that you please report this to us within 24 hours. Once you have informed us of the damage within the 24 hours period, then we can take the necessary steps to rectify the issue as soon as possible, either by repairing the damage with one of our local agents, or by sending the clock back to the clockmaker for a repair or exchange. All costs will be covered by us, as long as you have reported the damage to us within 24 hours of receiving the clock.
If you, the recipient, has inspected the clock for damage AFTER the 24 hours period, then we will work with you to resolve the issues, but please understand that, depending on the severity of the damage, we cannot cover all the costs for couriers and the repairs. Also, if you plan to give the clock to someone else as a present which may be opened more than 24 hours after the delivery date, then we advise that you please first open the box yourself, within 24 hours of receiving it, and double check that nothing is visibly damaged.
The reason 24 hours inspection period is due to the fact that, in the past, some customers accidentally damaged their clocks during setup, either by not properly reading the instructions, or by not securing the clocks to their walls properly or with adequate fixtures, or simply by dropping or banging their clocks. These customers then blamed the damage on couriers (even though they had received the clocks several days earlier without issue) and thus forced us to pay for the damages. We are very strict with sticking to this policy and so we appreciate if ALL customers can inspect their clocks upon delivery within the 24 hours period.
It is very important that you provide us with photos or videos showing the damage as soon as possible so that we can facilitate a plan of action for the repair. We cannot make arrangements or provide refunds unless we have photo or video proof that the clock is indeed damaged. Please email us at info@mimirror.com and make sure to attach your photos or videos of the damaged parts. It is also important that you you make sure to keep any broken parts in case they can either be used in repair of the clock or sent back to the manufacturer for inspection. In the case that the damage can be repaired by a local service provider, we will organise this for you at no extra expense. If the clock is beyond repair, then we can make arrangements to have the damaged clock returned and a replacement sent at the earliest opportunity. If you fail to do this before 24 hours of delivery, or if you have not provided us with substantial proof that the clock is indeed broken, then you shall be deemed to have accepted the goods in the condition in which they were delivered and no full or partial refund can be given.
ARTICLE 28
We would love to treat all customers equally but due to higher courier costs for shipments back from non-European customers, we must treat these cases differently.
Unfortunately, this means that we cannot give the same ‘change-of-heart’ policy to non-European customers – any purchases made will be final. In the case that a clock may display a fault or mechanical error, we will work with you to find a suitable repair person in you local area (i.e. we will assist you in looking for a local repair shop/service who is either officially recommended by our manufacturers, or who we have found to be suitable). Once the repair has been carried out we ask that an invoice or receipt be supplied so that we can refund you the amount for the repair. HOWEVER PLEASE NOTE: We reserve the right to refuse a repair if the costs exceed what we believe are reasonable for that repair or if no local repair person can be found that is adequately experienced for the repair. For this reason, if we cannot find a reasonable and cost-effective solution for a mechanical error then a solution will need to be found without our help. This is the risk that needs to be understood by all Non-European .
ARTICLE 29
We take it on good faith that our customers treat their new clocks with the utmost care and respect. Your clocks are working mechanical instruments for keeping time and though they are sturdy enough for regular home-life (and packaged with care for delivery), sometimes things can break. We first ask that all customers read the instructions thoroughly so as to understand how to hang, wind and readjust time on your clocks. We also ask that customers keep their manuals safely at hand so they can refer to them when adjustments need to be made. If however you believe you are not at fault for the break then please do let us know via email and make sure to provide photos and a description of what/how/when the clock broke. We will try our best to identify the issue and see if it can be fixed through adjustments or, in extreme cases and if your clock is still under warranty, send the clock to our official repairer. Unfortunately however we do not cover breakages that occur due to heavy-handedness and mistreatment of the clock as well as failure to properly read the instruction manual. If we receive the clock back and our inspectors or the manufacturer find that the clock has been mishandled then we will not give you your refund. Our definitions of ‘heavy-handedness’ includes:
- Pulling on the chains so hard that they break.
- Pulling on the chains in the wrong direction.
- Winding the clock hands in the wrong direction or with too much force.
- Obstruction of the gears, cuckoo bird, weights & chains or clock hands etc.
- Accidental breaks by children or animals.
- Breaks due to misaligning the clocks mechanisms after installation.
- Breaks due to negligence during installation or moving of the clock to a new location.
- General negligence and failure to properly read the instructions before handling your clock.
- Breaks due to not securing the clock properly to the wall.
- Breaks due to the clock being dropped or it falling from any location.
- The movement is damaged if the battery is not replaced in time
ARTICLE 30
By submitting an order form the contracting party declares to be aware of these General Terms and Conditions, which will also apply for future orders and agreements, unless a new version is made known to the contracting party, which will apply from such time on. These Terms and Conditions will also be sent to the contracting party free of charge at his request.