General Terms and Conditions Nederlands Fotomuseum, Rotterdam
Version: May 2020
I. GENERAL PROVISIONS
1. Definitions
In these general terms and conditions, the following terms will have the following meanings:
Services: all activities performed by the Nederlands Fotomuseum, including (but not limited to) the provision of workshops, recommendations and lectures.
Photograph: the material image carrier of a Photographic Work, irrespective of form and manner of recording.
Photographic Work: a photographic work as referred to in Section 10 of the Copyright Act 1912 (Auteurswet 1912), or a comparable performance, including other (illustration) material and the associated texts.
Museum Complex: the entirety of the areas open to the public (built on and not built on) over which the Nederlands Fotomuseum has legal or administrative power.
The Nederlands Fotomuseum Stichting Nederlands Fotomuseum. All agreements
or the Museum: are concluded between the Other Party and Stichting Nederlands Fotomuseum, based at Wilhelminakade 332, (3072 AR) Rotterdam.
Client: any Other Party that issues an assignment to the Nederlands Fotomuseum for the performance of Restoration Work or the provision of Services.
Force Majeure: any failure that cannot be attributed to the Nederlands Fotomuseum because it is beyond the latter’s control and cannot be at its expense pursuant to the law, a legal act or generally accepted practice, including (but not limited to) failure due to a war, natural disaster, fire, flooding, strike action, nuclear explosion, computer virus, power cut, transport disruptions and evacuation on the instructions of the emergency services.
Products: movable items, including Photographs.
Restoration Work conservation, restoration and repairs, and advice,
or Work: delivery and services in the context of such conservation, restoration and repairs.
Terms and Conditions: these General Terms and Conditions for Business Parties of Nederlands Fotomuseum Rotterdam.
Webshop: the Nederlands Fotomuseum Webshop that can be accessed via the Website.
Website: www.nederlandsfotomuseum.nl
Other Party: the natural person or legal entity with whom or which the Nederlands Fotomuseum has any legal relationship.
2. Objective of Nederlands Fotomuseum
2.1 The Nederlands Fotomuseum aims to manage, conserve and operate culturally important photographers’ archives and to make these archives accessible to the widest possible public. To this end, the Nederlands Fotomuseum organises exhibitions and educational projects while extending its library and digital knowledge centre. In this way, the Nederlands Fotomuseum wants to cultivate knowledge of and interest in Dutch photography and its history. The Nederlands Fotomuseum also manages and operates the Museum Complex and runs a professional restoration studio.
3. Scope
3.1 These Terms and Conditions apply to all proposals, quotations, agreements, supplies and all other legal relationships between the Nederlands Fotomuseum and the Other Party relating to the supply of Products and Services by the Nederlands Fotomuseum.
3.2 The applicability of any terms and conditions of the Other Party is expressly rejected.
3.3 Any amendments and additions to these Terms and Conditions will only be valid if they have been agreed in writing.
3.4 If the Nederlands Fotomuseum permits deviations from these Terms and Conditions during a specific period, whether implicitly or explicitly, this will not affect its right to demand immediate and strict compliance with these Terms and Conditions at a later stage. The Other Party will never be able to enforce any right on account of the fact that the Nederlands Fotomuseum is lenient in its application of these Terms and Conditions.
4. Formation
4.1 All proposals and quotations of the Nederlands Fotomuseum are entirely free of obligation.
4.2 An agreement will only be formed after both the Nederlands Fotomuseum and the Other Party have confirmed it in writing.
4.3 Any amendments and additions to agreements concluded with the Nederlands Fotomuseum will only be valid if they have been agreed in writing.
5. Prices
5.1 Agreements are concluded based on the prices in force at that moment, to be increased by any taxes and costs as referred to in Article 5.2 and Article 5.3.
5.2 The prices applicable to the agreement will be specified in the quotation.
5.3 Proposals, quotations and prices will exclude VAT, other taxes or levies, research costs, shipping costs, transport costs, packaging costs, insurance costs and installation costs, and will exclude the costs resulting from currency exchange rate fluctuations or changes in raw material prices. Proposals, quotations and prices will also exclude any travel and subsistence expenses, costs of photography, copies, packaging material and own material, and similar other costs.
5.4 The agreed price will remain fixed for a period of 3 months after the conclusion of the agreement. The Nederlands Fotomuseum is entitled to pass on any changes occurring after the expiry of this period on a pro rata basis. If unforeseen circumstances within this 3-month period should give rise to a price increase, the Other Party will have the right to terminate the agreement.
6. Payment
6.1 Payment must be made within 14 (fourteen) days of the invoice date. If this payment term is exceeded, the Other Party will be deemed to be in default without further notice of default, and the Other Party will owe interest on the invoice amount at the statutory rate, increased by 2%.
6.2 If payment is affected via a bank transfer, the date of payment will be the date of the credit entry to the bank account of the Nederlands Fotomuseum.
6.3 For assignments involving a total amount of EUR 1,000 (one thousand euros) and above, the Nederlands Fotomuseum will be entitled to invoice 30% of the total amount at the start of the work, 30% halfway through the performance of the work and 40% upon delivery. For assignments involving a total amount of EUR 4,000 (four thousand euros) and above, the Nederlands Fotomuseum will be entitled to invoice the Other Party in advance on a monthly basis during the term of the assignment.
6.4 The Other Party will check the invoice from the Nederlands Fotomuseum for inaccuracies. Any complaints about invoices must be communicated to the Nederlands Fotomuseum in writing within 10 working days of the invoice date. If the Other Party fails to reject the invoice in writing and to return it to the Nederlands Fotomuseum within 10 working days of the invoice date, stating the legally relevant reasons, the invoice in question will count as binding between the parties and any right of the Other Party to complain will lapse.
6.5 Payments must be made without any set-off, discount or suspension. In the event of delay or a complaint from the Other Party, the Other Party will nevertheless remain obliged to effect payment in full and in time.
6.6 The use of Products of the Nederlands Fotomuseum will not be permitted if and for as long as the Other Party has not paid any outstanding invoice from the Nederlands Fotomuseum or has otherwise failed to comply in full with any obligation arising from any agreement with the Nederlands Fotomuseum.
7. Delivery and return
7.1 The delivery periods stated by the Nederlands Fotomuseum are estimates only and will never be a final deadline.
7.2 If any delivery period is exceeded, this will not give the Other Party the right to claim compensation, or to cancel the order or terminate the agreement, unless the delivery period is exceeded to such an extent that the Other Party can no longer be expected within reason to uphold the agreement. In that situation, the Other Party will have the right to cancel the order or to terminate the agreement insofar as necessary. The Other Party will not be entitled to compensation in that case.
7.3 If the parties have not agreed that the Products will remain in the Other Party’s possession, for example in the event that the parties have arranged a right of use or loan, the Other Party must ensure that the Products are returned free of charge to the Nederlands Fotomuseum immediately, or at least within 7 (seven) days of the use agreed between the parties. Where applicable, this must be done in accordance with the instructions issued by the Nederlands Fotomuseum. If the Products were delivered as a digital file, the Other Party must return these Products immediately, or at least within 7 days of the use agreed between the parties, as well as delete and/or destroy them and not store them for further use. If a Product has not been returned to the Nederlands Fotomuseum within 4 (four) weeks of the agreed period, it will be regarded as missing.
8. Transfer of title and risk
8.1 In the event that the Nederlands Fotomuseum sells Products to the Other Party, the title to the Products delivered will only pass to the Other Party when the latter has paid the full amount it owes to the Nederlands Fotomuseum under any agreement. The risk in respect of the Products will pass to the Other Party at the moment when the Nederlands Fotomuseum makes them available to the Other Party.
9. Use or loan
9.1 If the parties have arranged a right of use or loan, the Products will remain the property of the Nederlands Fotomuseum or its principal and will be at the Other Party’s risk from the moment of shipment until the Products provided for use or given on loan have been handed back to the Nederlands Fotomuseum.
9.2 After the end of the agreed period of use or loan, or upon the early termination of the agreement for use or loan, the Other Party must return the Products to the Nederlands Fotomuseum in full and in good condition, in accordance with Article 7.3.
9.3 In the event that the Other Party keeps Products beyond the period of use or loan agreed between the parties, the Other Party will have to compensate the Nederlands Fotomuseum for the loss sustained by the latter as a result thereof.
9.4 After the end of the agreed period, or upon the early termination of the agreement for use or loan, the Other Party will not retain any duplicate made of the Products in any form and immediately destroy all duplicates (or arrange for this to be done) or return them to the Nederlands Fotomuseum.
10. Intellectual property rights
10.1 The copyright to all Photographic Works will be vested exclusively in the Nederlands Fotomuseum or in a third party which authorised the Nederlands Fotomuseum to administer the copyright on its behalf. All intellectual property rights, such as copyrights, database rights, trade names and trademarks, relating to or held by the Nederlands Fotomuseum are the property of the Nederlands Fotomuseum and may not be used without prior written consent.
10.2 Consent for the use of a Photographic Work by the Other Party will be granted only in advance and in writing in the form of a limited, revocable, non-transferrable licence, without the right to sublicense, the nature and scope of which licence will be described by the Nederlands Fotomuseum in the quotation and/or the confirmation of the assignment and/or the relevant invoice.
10.3 If the scope of the licence has not been specified, it will never comprise more than the right of non-recurrent use, in unchanged form, for the purpose, in the print run and in the manner which
the parties envisaged, as the Nederlands Fotomuseum sees it, upon the conclusion of the (licence) agreement.
10.4 Any use of a Photographic Work or the intellectual property rights of the Nederlands Fotomuseum that has not been agreed with the Nederlands Fotomuseum will be regarded as an infringement of the copyright of the Nederlands Fotomuseum, or its principal, or as an infringement of its intellectual property rights.
10.5 In the event of infringement, the Nederlands Fotomuseum will be entitled to immediately due and payable compensation ineligible for a set-off amounting to no more than three times the licence fee normally charged by the Nederlands Fotomuseum for such a form of use, without prejudice to any entitlement to compensation of the loss it sustained (including the entitlement to compensation of all direct and indirect losses and all judicial and extrajudicial costs actually incurred).
10.6 In the event of infringement, the Nederlands Fotomuseum will also have the right to demand that the use be ceased immediately and that a free and correct overview of the use made of the Photographic Work or its intellectual property rights be provided within 7 days, including documentary evidence relating to (the extent of) the use and its cessation.
10.7 Whenever a Photographic Work is published, the name of the photographer must be stated clearly in the following manner: “© (photographer’s name) / Nederlands Fotomuseum”.
10.8 If this condition is not fulfilled, the Nederlands Fotomuseum will be entitled to compensation equalling at least 100% of the licence fee normally charged by the Nederlands Fotomuseum, without prejudice to any entitlement to compensation of the loss it sustained.
10.9 If the Other Party publishes a Photographic Work, it will be responsible to the exclusion of others for obtaining the consent of the portrayed person and/or other entitled parties. The Other Party indemnifies the Nederlands Fotomuseum against all claims in this respect.
10.10 When publishing a Photographic Work, the Other Party must send the Nederlands Fotomuseum an evidentiary copy of each respective publication immediately, or at least within a month of publication, without charging costs.
10.11 If the Nederlands Fotomuseum has granted its consent for electronic or other forms of (image) manipulation, the result can only be used with its express written consent.
10.12 If the Other Party should become aware that third parties are infringing the intellectual property rights of the Nederlands Fotomuseum, the Other Party will notify the Nederlands Fotomuseum as soon as possible.
11. Warranty and reclamation
11.1 The Products and Services to be supplied by the Nederlands Fotomuseum will be in keeping with the agreement.
11.2 The Other Party must check at the moment of supply or delivery whether the Products and Services comply with what has been agreed between the parties.
11.3 Complaints regarding Products and Services supplied must be communicated to the Nederlands Fotomuseum in writing as soon as possible, but in any case, within 10 (ten) working days of the supply or delivery.
11.4 The Nederlands Fotomuseum will replace a rejected Product by a sound Product or repeat a rejected Service, provided that the Nederlands Fotomuseum received the complaint in good time in accordance with Article 11.3. Replacement by a sound Product will be the only legal remedy in
the event of complaints about Products supplied. Repeated performance of the Service will be the only legal remedy in the event of complaints about Services supplied.
11.5 The warranty described in this Article 11 does not extend to complaints about minor deviations which have no material negative effect on the look and functionality of the Products, and to complaints relating to taste.
12. Liability and compensation
12.1 The Nederlands Fotomuseum will be liable for the losses sustained by the Other Party as a direct and exclusive result of a failure attributable to the Nederlands Fotomuseum insofar as the Nederlands Fotomuseum is insured against such losses. In that case, the liability of the Nederlands Fotomuseum will be limited to the amount paid out under the relevant insurance policy.
12.2 The following losses are ineligible for compensation by the Nederlands Fotomuseum:
a. Indirect losses, such as trading losses, including (but not limited to) losses due to delays and lost profits;
b. Damage to property held but not owned, i.e. damage caused due to or during the execution of the contracted work to Products being worked on or to Products kept in the vicinity of the place where work is being carried out; and
c. Losses due to the processing and editing of Photographs by third parties.
12.3 If the parties have arranged a right of use or loan, the Other Party will have to compensate the loss sustained by the Nederlands Fotomuseum in the event that a Product goes missing or is damaged.
12.4 If the Other Party is in default or has otherwise failed imputably to fulfil one or more of its obligations, including (but not limited to) the infringement of any right of the Nederlands Fotomuseum, all the costs incurred to obtain settlement in or out of court will be payable by the Other Party.
12.5 The government may impose measures aimed at protecting the health of visitors and other people. The Nederlands Fotomuseum will comply with the statutory and mandatory guidelines and carry them out in every possible way. However, the Nederlands Fotomuseum cannot be held responsible or accountable if a visitor and/or other person experiences health problems unless it can be proven that the Nederlands Fotomuseum has been guilty of gross misconduct and/or negligence.
13. Force Majeure
13.1 Without prejudice to its other rights, the Nederlands Fotomuseum will be entitled in the event of Force Majeure, at its discretion, either to suspend the performance of the agreement or to terminate the agreement without judicial intervention, by communicating this to the Other Party in writing, without the Nederlands Fotomuseum being obliged to pay any compensation, unless this were to be unacceptable in the given circumstances and according to the standards of reasonableness and fairness.
14. Duration and termination
14.1 An agreement as referred to in Article 3.1 is concluded for the initial term agreed. After the end of the initial term, the agreement will be automatically extended by a term equal to the initial term of the agreement, unless the Other Party or the Nederlands Fotomuseum announces by registered letter, three months before the expiry of the initial or extended term, that it wants to terminate the agreement, unless the agreement ends by operation of law.
14.2 If the Other Party fails in any way towards the Nederlands Fotomuseum in the fulfilment of any obligation under the agreement, including (but not limited to) failure to fulfil its payment obligations, or failure to do so in time, the Nederlands Fotomuseum will be entitled to suspend or terminate the relevant agreement and the associated agreements.
14.3 If the Other Party is declared bankrupt or granted a moratorium, the Nederlands Fotomuseum will be entitled to terminate all agreements with immediate effect. In those cases, all the claims of the Nederlands Fotomuseum against the Other Party will become immediately due and payable.
15. Personal data
15.1 The Nederlands Fotomuseum will process the Other Party’s personal data in accordance with the Privacy Policy of Stichting Nederlands Fotomuseum, which can be viewed on the Museum’s Website via nederlandsfotomuseum.nl/privacy.
16. Applicable law
16.1 The legal relationship between the Nederlands Fotomuseum and the Other Party is governed by Dutch law.
16.2 Any disputes between the Nederlands Fotomuseum and the Other Party will be submitted to the competent court of Rotterdam.
II. SPECIAL PROVISIONS
A. (ONLINE) ORDERS FOR PRODUCTS
17. Orders for Products
17.1 All orders for Products are subject to the availability of those Products.
17.2 An order placed by the Other Party in the Webshop will count as an offer from the Other Party to the Nederlands Fotomuseum to buy the Products specified in the order. A purchase agreement will only be formed after the Museum has accepted the order. After the Other Party has placed an order, the Other Party will receive a confirmation of the order from the Nederlands Fotomuseum, sent by e-mail or communicated by telephone. This confirmation will qualify as the acceptance of the Other Party’s offer.
17.3 The Nederlands Fotomuseum will be entitled to verify orders in advance and/or refuse orders, without this causing any liability towards the Other Party or third parties, including, but not limited to, situations in which a Product is (temporarily) unavailable or the Museum cannot obtain authorisation for the payment. If (a part of) an order is not accepted, the Nederlands Fotomuseum will inform the Other Party of this within 10 (ten) working days of receiving the order.
17.4 Payment can be made in one of the ways indicated during the order process. The order may be subject to further payment conditions, order conditions and delivery conditions.
18. Delivery of Products
18.1 After confirming an order, the Nederlands Fotomuseum will deliver the Products to the Other Party within the period indicated by e-mail or telephone.
18.2 The place of delivery will be the address which the Other Party communicated to the Nederlands Fotomuseum.
18.3 The title to the Products delivered will only pass to the Other Party when the latter has paid the full amount it owes to the Nederlands Fotomuseum. The risk in respect of the Products will pass to the Other Party at the moment when the Nederlands Fotomuseum delivers them to the Other Party. The transfer of title in respect of the Product will not affect the intellectual property rights applicable to the Product.
19. Webshop Information
19.1 Although the Nederlands Fotomuseum has put together the contents of the Webshop with the greatest care, the Nederlands Fotomuseum cannot guarantee that the information in the Webshop is always correct and complete.
19.2 All prices and information in the Webshop are subject to typing and programming errors. The images of Products serve as illustrations only.
B. SERVICES
20. Agreement
20.1 The Nederlands Fotomuseum will carry out the Services agreed with due care.
21. Time and place
21.1 The Services will be performed at a location agreed between the Nederlands Fotomuseum and the Client.
21.2 If the Services are performed in the Museum Complex, the Visitors Terms and Conditions of the Nederlands Fotomuseum will apply to the agreement.
22. Intellectual property rights
22.1 All intellectual property rights created in the context of the Services will remain vested in the Nederlands Fotomuseum. To this end, the Nederlands Fotomuseum will grant a right of use in conformity with Article 10 of the Terms and Conditions.
22.2 The Nederlands Fotomuseum is authorised to publish the Services or make them public in other ways, unless the parties have agreed otherwise in writing.
C. PROFESSIONAL USE OF PHOTOGRAPHS
Supplementary to the above general provisions of these Terms and Conditions, the following further conditions apply to agreements (and their performance) under which the Other Party is granted a right of use.
23. Professional use
23.1 The Nederlands Fotomuseum may make Photographic Works available to third parties for the professional use of these works. To this end, the Nederlands Fotomuseum will grant the Other Party a right of use in conformity with Article 10 of the Terms and Conditions.
23.2 The Other Party will use the Products in accordance with the right of use agreed between the parties.
24. Internet use
24.1 In the event of agreed use on the Internet, the Other Party will ensure that the dimensions of the Photographic Work it depicts on the Internet do not exceed 800 by 600 pixels.
24.2 The Other Party will grant the Nederlands Fotomuseum unlimited and free access to each part of its website on which the Photographic Work is depicted. If this requires special facilities, the Other Party will make these facilities available to the Nederlands Fotomuseum.
25. Losses and liability
25.1 If the Other Party acts in contravention of the agreed use, the Nederlands Fotomuseum will be entitled to immediately reclaim the Products made available and to demand the immediate removal of the Photographic Works, and the Other Party will have to compensate the Nederlands Fotomuseum for the losses it sustains as a result thereof.
25.2 If the code or other markings on the reverse side of a Photograph should have become illegible or disappeared during use by or in the care of the Other Party, the Other Party will have to pay
the repair costs. This will also apply if alterations, of whatever nature and scope, have been made to a Photographic Work, image carrier or presentation form.
D. CONSERVATION AND RESTORATION
Supplementary to the above general provisions of these Terms and Conditions, the following further conditions apply to agreements (and their performance) concerning Restoration Work.
26. General
26.1 The Nederlands Fotomuseum will endeavour to perform the agreed Restoration Work to the best of its knowledge and ability, using the state of the art and technology accessible at any time to a carefully acting restorer, and with due observance of the ICOM Code of Ethics as it applied at the time when the agreement was concluded. The Museum does not guarantee that the result envisaged by the Client will be achieved.
26.2 The Nederlands Fotomuseum will handle the Client’s property with due care.
27. Formation
27.1 A quotation will be valid for a period of 3 months from the date it is issued, unless stated otherwise in the quotation.
27.2 The Client must confirm the quotation issued by the Nederlands Fotomuseum in writing within the period specified in Article 27.1, failing which this quotation will lapse automatically. This written confirmation of the quotation by the Client will count as the assignment issued by the Client to the Nederlands Fotomuseum for the performance of Restoration Work. Every agreement between the Nederlands Fotomuseum and the Client will be formed through the acceptance of the assignment by the Museum.
27.3 Quotations which are not converted into a final assignment will be invoiced by the Nederlands Fotomuseum to the Other Party based on working time spent in units of 15 minutes. The number of units required in drawing up the quotation will be specified in that quotation.
28. Information obligation; performance of Work
28.1 Prior to the conclusion of the agreement, the Client will provide the Nederlands Fotomuseum with the information relevant to the performance of the Work about the Products, articles and/or objects that are the subject of the quotation and about their relevant storage conditions. The Client guarantees the completeness and correctness of this information. In particular, the Client will provide the Museum with complete and correct information about defects to the Products, articles and/or objects of which the Client is aware.
28.2 If there should be any alteration, including (but not limited to) deterioration, in the condition of the Products, articles and/or objects between the issue of the quotation and the acceptance of the assignment by the Nederlands Fotomuseum, the Museum will have the right not to accept the instruction, to terminate the agreement or to amend the quotation and/or agreement. The Museum will pass on any additional costs arising from the aforesaid alteration to the Client.
28.3 If it should appear during the performance of the agreed Work that this Work cannot be carried out because of properties or factors relating to the Products, articles and/or objects, the Nederlands Fotomuseum will inform the Client of this. The Museum and the Client will determine in consultation whether the Work will be continued, possibly in amended form. If the parties fail to reach agreement on this point, the Nederlands Fotomuseum and the Client will be entitled to terminate the ag
28.4 In the event of (early) termination of the agreement pursuant to this Article 28.2 and Article 28.3, the Client will have to pay the costs already incurred by the Museum and the fees.
29. Intellectual property rights
29.1 All intellectual property rights created in the context of the Work will remain vested in the Nederlands Fotomuseum. To this end, the Nederlands Fotomuseum will grant a right of use in conformity with Article 10 of the Terms and Conditions.
29.2 The Nederlands Fotomuseum is authorised to publish the Work or make it public in other ways, unless the parties have agreed otherwise in writing.
30. Guarantees and indemnification
30.1 The Client guarantees that it is fully and unconditionally entitled to issue assignments to the Nederlands Fotomuseum in respect of the Products, articles and/or objects. The Client indemnifies the Nederlands Fotomuseum against and compensates the Nederlands Fotomuseum for any and all third-party claims, including (but not limited to) situations in which the Client is not fully or unconditionally entitled to issue assignments for the performance of Restoration Work in respect of the Products, articles and/or objects.
31. Changes to the assignment
31.1 Changes to the original assignment may be communicated to the Nederlands Fotomuseum up to 30 days prior to the start date of the Work. Changes to the original assignment which are confirmed by the Nederlands Fotomuseum in writing will be implemented.
31.2 The changes to the original assignment confirmed by the Nederlands Fotomuseum will be charged to the Client. If changes result in a reduction of the agreed or estimated costs, this gain will be settled by the Nederlands Fotomuseum.
31.3 If the changes to the original assignment confirmed by the Nederlands Fotomuseum result in the agreed delivery period being exceeded, the delivery period will be adjusted accordingly.
32. Transport and insurance
32.1 The Client must take the Products, articles and/or objects referred to in the agreement to the studio in good time and collect them from the studio within ten working days of being notified of the completion of the assignment. If the Client fails to collect its Products, articles and/or [objects] within ten working days of being notified of the completion of the assignment, the Client will owe storage costs to the Nederlands Fotomuseum.
32.2 Upon arrival at the Museum, the Products, articles and/or objects will be unpacked by the Nederlands Fotomuseum and the Client together. If the Client is not present at the unpacking after having been invited to attend, the Nederlands Fotomuseum will not be liable for any damage occurring during or due to this unpacking, and the condition of the article(s) concerned will be deemed to be in accordance with the findings of the Nederlands Fotomuseum.
32.3 The Client’s Products, articles and/or objects will be transported at the Client’s expense and risk at all times, irrespective of what is stated in the transport documents.
32.4 If the Nederlands Fotomuseum is of the opinion that special packaging is required for the protection of the Products, articles and/or objects, this packaging will be charged to the Client at cost. The Nederlands Fotomuseum will not take back such packaging.
33. Liability
33.1 The Nederlands Fotomuseum will never be liable for damage to the Products, articles and/or objects entrusted to the Museum by the Client that are the subject of the quotation and/or agreement, including (but not limited to) damage occurring during transport, during the Work or during the storage of the Products, articles and/or objects. The Client must take out appropriate insurance.
33.2 The liability of the Nederlands Fotomuseum in the event of an imputable failure of the Museum in the performance of the agreed Restoration Work will be limited to the amount equalling three times the value of the fee associated with the execution of the assignment, excluding costs.
33.3 The Nederlands Fotomuseum will never be liable for losses due to Force Majeure or due to actions or omissions of third parties engaged by the Museum.
33.4 The Client guarantees that the Products, articles and/or objects that are the subject of the agreement are insured against the consequences of burglary, theft, fire, transport damage and water damage. The Nederlands Fotomuseum will not be liable for losses due to burglary, theft, fire, transport damage and water damage. The Client indemnifies the Nederlands Fotomuseum against and compensates the Nederlands Fotomuseum for any and all third-party claims relating to losses due to burglary, theft, fire, transport damage and water damage.
34. Reclamation
34.1 Whenever the Nederlands Fotomuseum so requests, as well as after the completion of the Repair Work, the Client must check the Products, articles and/or objects that are the subject of the agreement for defects and immediately inform the Museum in writing if any such defects are found.
34.2 Any objections must be communicated by the Client to the Nederlands Fotomuseum in writing within one month after the Products, articles and/or objects were inspected or could have been inspected. After the expiry of this period, the Client will be deemed to have accepted the condition of the Products, articles and/or objects and the Client will renounce all claims in this respect.
34.3 The Nederlands Fotomuseum must be granted access at all times to the Products, articles and/or objects that are the subject of the agreement and be given the opportunity to check the Products, articles and/or objects pursuant to objections submitted by the Client.
34.4 If the Nederlands Fotomuseum considers the objections to be well-founded, the Nederlands Fotomuseum will carry out the Restoration Work required to repair or complete the Products, articles and/or objects. This remedy will be the only legal remedy in the event of well-founded objections on the Client’s part.
34.5 Objections regarding minor deviations which have no material negative effect on the look and functionality of the Products and objections relating to taste will not be regarded as well-founded objections by the Nederlands Fotomuseum.
34.6 The Client will be unable to enforce any claims if the Products, articles and/or objects do not meet the reasonable expectations held by the Client or the Museum when concluding the agreement in the context of the Restoration Work. Any communication from the Nederlands Fotomuseum about the result or the durability of the Restoration Work will never be considered to be a guarantee.
35. Outsourcing of work to third parties
35.1 The Nederlands Fotomuseum is entitled to have all or part of the assignment carried out by a third party.
36. Cancellation
36.1 The Client will be entitled to cancel the assignment or terminate the agreement prematurely. In that case, the Client will have to pay the costs already incurred by the Museum and the fees.
36.2 If the Client cancels the assignment or terminates the agreement prematurely, the Client will have to compensate the Nederlands Fotomuseum for the damage sustained by the latter due to the cancellation of the assignment, including (but not limited to) damage in the form of losses recorded and/or missed profits, and indemnify the Nederlands Fotomuseum against any and all claims from third parties due to the cancellation of the assignment.
36.3 Without prejudice to the foregoing, the Nederlands Fotomuseum reserves all rights to claim full performance of the agreement and/or full compensation.
37. Right of retention
37.1 The Nederlands Fotomuseum will be entitled to retain the Products, articles and/or objects that are the subject of the agreement until the Client has paid all the costs incurred by the Nederlands Fotomuseum and all the fees for the execution of the assignments.
37.2 The Nederlands Fotomuseum will be entitled and irrevocably authorised to sell the Products, articles and/or objects that are the subject of the agreement if the Client defaults on its payment obligations and fails to fulfil its payment obligations within thirty days of being asked to do so by the Museum. The Nederlands Fotomuseum will be entitled to offset the proceeds of this sale against all claims against the Client and will pay the excess to the Client within thirty days of receiving the purchase price
