Surprise Productions is a balloted member of the Dutch Association of Gold- and Silversmiths (Nederlandse Vereniging van Goud- en Zilversmeden V.G.Z.), unit of the Federation Gold and Silver. All our services and deliveries occur according to the general terms and conditions of the V.G.Z., which are represented on the Dutch pages of this web site, called ” Algemene Voorwaarden” and will be handed to you in the Dutch language on first request. Below you find a brief and simplified translation of the Dutch General Terms & Conditions.
Only these Dutch “Algemene Voorwaarden” are leading and obligatory to all parties concerned.
1.1 These General Terms & Conditions apply to all agreements concluded between Surprise Productions and the consumer.
1.2. In so far as any parts of these General Terms & Conditions deviate from mandatory statutory provisions from the Dutch Civil Code, the provisions from the Dutch Civil Code apply.
1.3. Surprise Productions is a creative gold- and silversmith’s workshop. As such, Surprise Productions engages in, among other things, the design, the creation and the sale of items usually but not exclusively made of precious metal.
1.4. These General Terms & Conditions serve to create clarity between the parties with regard to the terms and conditions under which the agreement between the parties is formed, as well as the terms and conditions under which the further performance of the agreement takes place.
2. The formation of the agreement:
2.1. The agreement between Surprise Productions and the consumer is formed by way of offer and acceptance. Information in catalogs, pictures and drawings as well as general measurement and weight indications or other statements made by Surprise Productions for information purposes cannot be regarded as an offer but only as an invitation by Surprise Productions to make an offer to the consumer.
3. Determination of the price:
3.1. Prices agreed between Surprise Productions and the consumer are inclusive of VAT and exclusive of other costs like mailing expenses, unless expressly agreed otherwise between the parties.
3.2. Unilateral deviations from the price agreed between Surprise Productions and the consumer are not permitted, unless the parties have expressly agreed that they are. Such deviations may be permitted if it has been agreed that the price is subject to variable factors such as labor, raw material prices or other factors. As the occasion arises, the consumer is entitled to terminate the agreement if this price increase occurs within three months of conclusion of the agreement and Surprise Productions has not yet incurred any costs.
3.3. If an agreement has been concluded between Surprise Productions and the consumer for the design and creation of a particular item and the consumer no longer wishes Surprise Productions to create it once the design is finished for reasons of his own, including an increase of the price, the consumer is entitled to unilaterally terminate the agreement in place between the parties. However, the consumer will still be required to pay the costs incurred by Surprise Productions until such time, including the cost of design, to Surprise Productions.
4. Payment obligations:
4.1. The parties may agree that the price agreed is to be paid as a lump sum at a time yet to be determined, or they may agree that payment is to be effected in instalments, for example by means of advance payments.
4.2. Unless the parties have expressly agreed otherwise, payment or any partial payment is to be effected within 14 days of formation of the agreement. Payment must be made in cash, by electronic payment or by funds transfer to an account to be further specified by Surprise Productions. The consumer is not entitled to set off any amounts without permission from Surprise Productions.
4.3. If the consumer fails to pay within the period agreed, he will automatically be in default. In this event, Surprise Productions will have the right to suspend performance or to terminate the agreement. Surprise Productions may also charge the consumer for the statutory interest on the amount owed without notice of default being required. The consumer will also owe Surprise Productions the costs incurred in and out of court in connection with the collection of its claim as from the day he is in default.
4.4. If the agreement in place between Surprise Productions and the consumer concerns the repair of an item and the consumer continues to fail to meet his payment obligation, Surprise Productions will have a right of retention with regard to the item to be repaired. This right of retention lapses once the consumer has paid the cost of repair as well as the interest and costs mentioned in Article 4.3.
4.5. Surprise Productions is also entitled to charge the consumer for the cost of storage of the item regarding which the right of retention is being exercised. Surprise Productions must submit interim invoices to the consumer in this connection. If the cost of repair, along with the interest and costs mentioned in article 4.3, as well as the cost of storage of the item equal or exceed the item’s value, Surprise Productions will be entitled and required to sell the item, subject to Article 6:248 of the Dutch Civil Code, in order to avoid unreasonably high damage to itself or to the consumer.
5. Intellectual property:
5.1. The designs, drawings, photographs, descriptions, branch-names and models created or provided by Surprise Productions and other eligible services rendered will remain the intellectual property of Surprise Productions, regardless of whether any costs have been charged in that respect. All branch-names and models are registered internationally. Reproducing or disclosing any of these branch-names, models and products without prior permission from Surprise Productions is not permitted.
6. Obligations to supply:
6.1. Supply by Surprise Productions is effected by the item being put into the consumer’s possession or being placed under the consumer’s control.
6.2. Supply should be effected at the time agreed by the parties.
6.3. If supply is not effected at the time agreed, the consumer must give Surprise Productions notice of default and set a reasonable period for performance
6.4. If Surprise Productions is unable to supply within this reasonable period, Surprise Productions will be in default, unless the delay cannot be attributed to it or supply has become permanently impossible.
6.5. Surprise Productions will not be in default if its failure to perform its obligation to supply is caused by the consumer’s failure to meet any obligation ensuing from the agreement or to lend the assistance he may be required to provide or the consumer’s failure to do so in a timely fashion.
6.6. If the consumer fails to purchase the item and, following written demands sent by registered post, continues to fail to purchase the item, Surprise Productions will be entitled to charge the consumer for the cost of storage of the item. Surprise Productions must submit interim invoices to the consumer in this connection. If the cost of storage of the item equals or exceeds the item’s value, Surprise Productions will be entitled and required to sell the item, subject to Article 6:248 of the Dutch Civil Code, in order to avoid unreasonably high damage to itself or to the consumer.
7. Risk and passing of ownership, retention of title:
7.1. Setting or repairing certain delicate items involves the risk that the item supplied by the customer is damaged and can no longer be used as a result of the damage. Since, according to standards of reasonableness and fairness, the risk cannot be borne by Surprise Productions, assignments can only be accepted on the express condition that the customer will not hold or deem Surprise Productions liable in the event that the item is damaged and/or can no longer be used.
7.2. When an item is put in the custody of Surprise Productions, Surprise Productions will make every effort to conduct itself as a good custodian. Any damage to or loss of the item due to events that can be qualified as force majeure events cannot be borne by Surprise Productions. Force majeure events include: burglary, robbery and disappearance during dispatch.
7.3. Immediately upon supply as described at 6.1, the consumer will bear the risk of any and all immediate or indirect damage inflicted upon or by the item, except in so far as such damage can be attributed to deliberate intent or gross negligence on the part of the seller.
7.4. The ownership of an item to be supplied by Surprise Productions will only pass to the consumer once all amounts owed by the consumer in consideration of supplies or work, including interest and costs, including those charged on account of any breach of contract by the consumer, have been paid to Surprise Productions in full.
7.5. Surprise Productions will be entitled to unimpeded access to the item if so required for availing itself of its right of retention. The consumer will lend every assistance to Surprise Productions to give it the opportunity to exercise its right of retention by taking back the item.
8. Complaints, defects and warranty:
8.1. The consumer has the obligation to check whether the item purchased meets the requirements ensuing from the agreement when taking receipt of the item. If the consumer believes that the item supplied is not satisfactory, he must inform Surprise Productions accordingly in writing, stating reasons, immediately following supply, but in any event no later than 3 days after the item’s actual transfer.
8.2. Complaints with regard to visible defects must be communicated to Surprise Productions, preferably in writing and fully specified, without delay upon discovery, but in any event no later than 5 days after the item’s actual transfer to the consumer.
8.3. Complaints with regard to non-visible defects must be communicated to Surprise Productions, preferably in writing and fully specified, without delay upon discovery, but in any event no later than 5 days after the end of the warranty period referred to in the Articles below.
8.4. Any and all claims that the consumer may have against Surprise Productions with regard to the defects concerned lapse when the periods mentioned are exceeded.
8.5. The consumer must give Surprise Productions written notice demanding repair of the item if he wishes the item to be repaired. If Surprise Productions does not proceed to repair the item within 30 days, the consumer will be entitled to have a third party repair the item and recover the corresponding costs from Surprise Productions.
8.6. Surprise Productions warrants the sound condition of the item supplied and the quality of the material used to that end for a period of 6 months following supply, subject to the provisions of Article 8.2.
8.7. Defects not covered by the warranty include, in any event, defects that occur during, or are wholly or partly the result of:
8.7.1.the buyer’s failure to observe the instructions of use and maintenance, or useother than the ordinary use intended
8.7.2.normal wear and tear;
8.7.3.adaptation and/or incorporation and/or repairs by third parties, including the buyer;
8.7.4.the application of any government regulations concerning the nature or quality of the materials used;
8.7.5.materials or items provided by the buyer to the seller for adaptation and/or incorporation, including gems provided for setting;
8.7.6.materials, items, methods and structures, in so far as applied on the buyer’s express instruction, as well as materials and items supplied by or on behalf of the buyer.
8.8. All claims under the warranty lapse if the consumer performs, or procures the performance of, disassembly, repair or other work with regard to the item supplied without prior written approval from Surprise Productions.
8.9. Choice of forum and choice of law:
8.9.1. The parties agree that, in addition to the court having jurisdiction according to the law, the court having absolute jurisdiction in the district or sub-district in which the business of Surprise Productions is located will also have jurisdiction with regard to the settlement of disputes.
8.9.2. The parties agree that all agreements subject to these General Terms & Conditions are governed by Dutch law.