TERMS & CONDITIONS


  1. General terms and conditions
  2. Specimen additional conditions governing design assignments
  3. Specimen additional conditions governing intellectual property rights
  4. General conditions governing the sale and delivery of products to corporate clients / business customers
  5. Specimen additional general conditions governing sales policy FROWIJN brand by Studio Frowijn to buyers of stores
  6. Privacy policy Website Studio Frowijn and FROWIJN brand

I. General terms and conditions

  1. Agreement, offer and confirmation
    1. These General Terms and Conditions (“General Terms and Conditions”) govern all offers and the preparation, content and performance of all agreements concluded between the client and the contractor (the “Designer”). Deviations from these General Terms and Conditions may be agreed on between the client and the Designer only in writing.
    2. All offers are without commitment and are valid for two months. Prices quoted may be subject to change due to unforeseen changes in the work. Prices are exclusive of VAT. The rates and offers quoted do not automatically apply to future commissions. The client warrants that the information provided to the Designer by it or on its behalf and on which the Designer bases the offer is correct and complete.
    3. Commissions are confirmed in writing by the client. If the client fails to do so but consents to the Designer commencing the work commissioned, the terms of the offer are deemed to have been agreed on and these General Terms and Conditions apply. Any subsequent oral agreements and stipulations are not binding on the Designer until he has confirmed them in writing.
  2. Performance of the agreement
    1. The Designer must make every effort to perform the work commissioned carefully and independently, to promote the client’s interests to the best of his or her ability and to aim to achieve a result that is useful to the client, as can and may be expected of a reasonably and professionally acting designer. To the extent necessary the Designer must keep the client informed of the progress of the work.
    2. The client must do any and all things that are reasonably necessary or required to enable the Designer to deliver punctually and properly, such as supplying (or causing the supply of) complete, sound and clear data or materials in a timely manner of which the Designer states or of which the client understands or should reasonably understand that they are necessary for the performance of the agreement.
    3. Terms stated by the Designer for the performance of the work commissioned are approximations only, unless otherwise agreed in writing.
    4. Unless otherwise agreed, the following do not form part of the work commissioned to the Designer:
      1. performing tests, applying for permits and assessing whether the client’s instructions comply with statutory or quality standards;
      2. investigating any existing rights, including patents, trademarks, drawing or design rights or portrait rights of third parties; and
      3. investigating the possibility of the forms of protection referred to in (b) for the Client.
    5. Prior to performance, production, reproduction or publication, the parties must give each other the opportunity to check and approve the final draft, prototypes or galley proofs of the result.
    6. Differences between the (final) result and the agreements made cannot serve as grounds for rejection, discount, damages or dissolution of the agreement if those differences are reasonably of minor importance, taking all the circumstances into account.
    7. Any complaints must be filed with the Designer in writing at the earliest possible time but no later than ten business days after completion of the work commissioned, failing which the client is deemed to have accepted the result of the work commissioned in its entirety.
  3. Engagement of third parties
    1. Unless otherwise agreed, instructions to third parties in the context of the performance of the work commissioned are given by or on behalf of the client. At the client’s request the Designer may act as an agent for the client’s account and risk. The parties may agree on a fee for such agency.
    2. If the Designer provides an estimate of third-party costs at the client’s request, that estimate is an approximation only. If required, the Designer may apply for quotations at third parties on the client’s behalf.
    3. If the Designer procures goods or services from third parties in the performance of the work commissioned, for the Designer’s own account and risk and on the basis of an express agreement, whereby those goods or services are passed on to the client, these general conditions of and/or any separate agreements made with that supplier with regard to warranties and liability also apply to the client.
    4. If the Designer gives commissions or instructions to production companies or other third parties in the client’s name or otherwise, the client will confirm in writing at the Designer’s request the approval referred to in Article 2.5 of these General Terms and Conditions.
    5. The client may not engage any third parties without consultation with the Designer if that may influence the performance of the work commissioned as agreed on with the Designer. The Parties will consult, if necessary, as to which other contractors will be engaged and which work will be assigned to them.
    6. The Designer is not liable for any errors or defects of products or services of third parties engaged by or on be half of the client, irrespective of whether they have been introduced by the Designer. The client itself must hold those parties accountable. The Designer may assist in that regard if necessary.
  4. Intellectual and other property rights
    1. All intellectual property rights arising from the work commissioned – including patents, trademarks, drawing or design rights and copyrights – in respect of the results of the work commissioned are vested in the Designer. Insofar as any of such rights can be acquired only by means of an application or registration, the Designer will have the sole and exclusive power to effect that application or registration, unless otherwise agreed.
    2. The parties may agree that the rights referred to in paragraph 1 are transferred in whole or in part to the client. Such transfer and the conditions, if any, on which the transfer takes place must always be recorded in writing. Until the moment of transfer, a right of use is granted as regulated in Article 5 of these General Terms and Conditions.
    3. The Designer is entitled at any time to imprint his name on or in, or to remove it from, the result of the work commissioned (or publicity related thereto) or to have his name imprinted on or in, or removed from, the result of the work commissioned, in a manner that is customary for that result. Without the Designer’s prior consent the client may not publish or reproduce the result without identifying the Designer by name.
    4. Unless otherwise agreed, the (original) results (such as designs, design sketches, drafts, advice, reports, budgets, estimates, specifications, design drawings, illustrations, photographs, prototypes, scale models, templates, prototypes, products and partial products, films audio and video or other presentations, source codes and other materials or (electronic) data files etc.) made by the Designer as part of the work commissioned remain the Designer’s property, irrespective of whether they have been made available to the client or to third parties.
    5. On completion of the work commissioned, neither the client nor the Designer will be under any custodian duty in respect of any of the materials and data used, unless otherwise agreed.
  5. Use of the result
    1. Once the client has fulfilled all his obligations under the agreement with the Designer, he acquires the right to use the result of the work commissioned in accordance with the agreed purpose. If no such specific purpose has been agreed on, the right of use is limited to that use of the design for which the commission was (manifestly) given. The right of use is exclusive, unless otherwise apparent from the nature of the agreement or otherwise agreed.
    2. If the result also relates to works that are subject to third – party rights, the parties will make additional agreements on how the use of those works will be regulated.
    3. Without the Designer’s prior written consent, the client is not entitled to change the result of the work commissioned, or to use or reuse it in a broader or different manner than agreed, or to allow third parties to do so. The Designer may make that consent subject to conditions, including payment of a reasonable fee.
    4. In the event of broader or different use on which no agreement was reached, including any modification, mutilation or infringement on the provisional or final result, the Designer is entitled to compensation on the grounds of infringement of his/her rights of at least three times the agreed fee, or a fee that is reasonably proportional to the infringement committed, without losing any other rights.
    5. The client is not (or no longer) permitted to use the results made available, and any right of use granted to the client in the context of the work commissioned will lapse, unless the consequences conflict with the rules of reasonableness and fairness:
      1. the moment that the client fails to perform or to fully perform his payment or other obligations under the agreement, or is otherwise in default;
      2. if the work commissioned is terminated prematurely for the reasons referred to in Article 8.1 of these General Terms and Conditions; or
      3. if the client is declared bankrupt, unless the rights in question have been transferred to the client in accordance with Article 4.2 of These General Terms and Conditions.
    6. With due observance of the client’s interests, the Designer may use the results at his discretion for his own publicity, to secure commissions, for promotional purposes, including com petitions and exhibitions, etc., and to obtain them on loan, if physical results are involved.
  6. Fees and additional costs
    1. The Designer is entitled to a fee for the performance of the work commissioned. That fee may consist of an hourly rate, a consultancy fee, a fixed amount, whether or not related to the project sum, or any other fee agreed on between the parties.
    2. In addition to payment of the agreed fee, the Designer is entitled to reimbursement of any costs incurred by him in the performance of the work commissioned, such as administrative overheads, travel and accommodation expenses, costs of prints, copies, (galley) proofs and prototypes, and costs of third parties related to advice, production, supervision, etc. Those costs must be itemised beforehand to the extent possible, unless a mark-up percentage is agreed on.
    3. If the Designer is required to perform more or other work due to late delivery or non-delivery of complete, sound and clear information and/or materials, any change or error in instructions or briefings, or any external circumstances, such additional work is charged separately on the basis of the Designer’s usual fees. The Designer will then inform the client accordingly beforehand, unless that is impossible due to circumstances or the nature of the work does not allow any delay.
    4. If the performance of the work commissioned is delayed or interrupted due to circumstances beyond the Designer’s control, the costs involved, if any, are payable by the client. The Designer must attempt to limit those costs to the extent possible.
  7. Payment and suspension
    1. All payments must be made without any deduction, set-off or suspension within 30 days of the invoice date, unless otherwise agreed in writing or stated in the invoice.
    2. All goods delivered to the client remain the Designer’s property until all the amounts that the client owes the Designer under the agreement concluded between the parties have been paid to the Designer.
    3. If the client fails to pay all or part of the amounts due, it owes statutory interest and out-of -court costs of Collection, amounting to at least 10% of the invoice amount, subject to a minimum of €150, excluding VAT.
    4. The Designer must arrange for timely invoicing. In consultation with the client the Designer may charge the agreed fee and costs as an advance, in the interim or periodically.
    5. The Designer may suspend the performance of the work commissioned after the term for payment has expired and the client, after a written demand to make payment within 14 days, fails to make that payment, or if the Designer is forced to conclude on the grounds of a statement or act on the part of the client that payment will not be made.
  8. Notice of termination and dissolution of the agreement
    1. If the client gives notice of termination of the agreement, without any breach on the part of the Designer, or if the Designer dissolves the agreement on the grounds of breach by the client in the performance of the agreement, the client is liable for damages in addition to the Designer’s fee and the costs incurred in connection with the work performed until that time. In this context any conduct by the client on the grounds of which the Designer cannot reasonably be required to complete the work commissioned is also regarded as breach.
    2. The damages referred to in the preceding paragraph of this Article include at least the costs arising from obligations undertaken by the Designer in his own name with third parties for the performance of the work commissioned, as well as at least 30% of the balance of the fee that the client would owe the Designer if the work commissioned were completed in full.
    3. Both the Designer and the client have the right to terminate the agreement in whole or in part with immediate effect, and all amounts due are payable immediately, if a petition in bankruptcy or a petition for a suspension or provisional suspension of payment or for application of the debt rescheduling arrangement is filed in respect of the other party.
    4. If the Designer’s work consists of recurrently performing work of a similar nature, a continuing performance agreement is involved, unless otherwise agreed in writing. Such an agreement may be terminated only by written notice given while observing a reasonable notice period of no less than three months, during which period the client must continue to purchase the customary amount of work from the Designer or must provide financial compensation.
  9. Warranties and indemnities
    1. The Designer warrants that the result has been designed by him or her or on his or her behalf and, if the result is copyright-protected, that the Designer is the author within the meaning of the Auteurswet (Dutch Copyright Act) and as the copyright owner has power of disposition of the work. The Designer warrants that, as far as he/she knows or reasonably  ought to know, the result of the work commissioned does not infringe any third-party rights and is not otherwise unlawful.
    2. If the client uses the results of the work commissioned, it indemnifies the Designer or persons engaged by the Designer in the performance of the work commissioned against any third-party claims arising from the application or use of the result of the work commissioned. This is without prejudice to the Designer’s liability towards the client for failure to comply with the warranties referred to in the preceding paragraph and any other liability as referred to in Article 10 of these General Terms and Conditions.
    3. The client indemnifies the Designer against any claim or action relating to intellectual property rights in materials or information supplied by the client and used in the performance of the work commissioned.
  10. Liability
    1. In the event of breach, the Designer must first be given written notice of default, setting a reasonable term in which to perform his/her obligations, to correct any errors or to limit or reverse the loss.
    2. The Designer is liable towards the client only for direct damage attributable to the Designer. The Designer’s liability for indirect damage, including consequential damage, loss of profits, loss savings, mutilated or lost data or materials, or damage due to business interruption is excluded.
    3. Except in the event of intent or wilful recklessness on the part of the Designer, the Designer’s liability is  limited to the fee that he or she charged for the work commissioned, or in any event the part of the work commissioned to which the liability relates. That amount may not exceed EUR 75,000 and may in no event be higher than the benefit paid to the Designer by the insurance company in the case in question. The amount for which the Designer is liable in the case in question is reduced by any sums insured by the client.
    4. Any and all liability expires two years from the date on which the work commissioned has ended on the grounds of completion, termination or dissolution.
  11. Other provisions
    1. If the client wishes to commission the work at the same time to parties other than the Designer, or has previously already commissioned the work to another party, it must inform the Designer accordingly, stating the names of those third parties.
    2. The client is not permitted to transfer or assign to third parties any of the rights under an agreement concluded with the Designer, except in the event of transfer of the client’s entire business or with the  designer’s written consent.
    3. Both parties must keep confidential any and all confidential information, facts and circumstances that come to their knowledge in the context of the work commissioned, from each other or from any other source, of which they can reasonably understand that their publication or disclosure to third parties might damage the Designer or the client.The same duty of confidentiality in respect of such facts and circumstances must be imposed on any third parties engaged in the performance of the work commissioned.
    4. If any provision of these General Terms and Conditions is void or voided, the other provisions of these General Terms of Conditions continue to apply in full. In that case the parties will consult in order to agree on new provisions to replace the void or voided provisions that are as closely as possible in keeping with the purpose and scope of the void or voided provisions.
    5. The headings of these General Terms and Conditions have been included for easy reference only and do not form part of these General Terms and Conditions.
    6. All agreements between the Designer and the client are governed by Dutch law. The parties will first attempt to settle any dispute that arises in consultation. Unless the parties have expressly agreed in writing on arbitration, the court that has jurisdiction by law or the court in the district in which the Designer has its registered office has jurisdiction to hear and decide on any disputes between the Designer and the client.

II. Specimen additional conditions governing design assignments

Specimens

The following provisions apply in derogation of or in addition to Studio Frowijn’s General Conditions (2018) that govern this offer, a copy of which is enclosed (or: of which you have received a copy).

4. Intellectual property and ownership rights

4.3 Reference to design agency’s name and credits
If the result so allows, the client must ensure that the design agency’s name is stated on the result or its packaging. The manner in which the name must be stated will be determined in consultation.

In the event of publicity concerning the result, the client must ensure that the design agency’s contribution is clearly apparent. If it has been agreed that third partied will be involved in any change to or elaboration of the result, the client must also obligate such third parties in the event of publicity concerning the result (or an elaboration of the result) to clearly state the design agency’s contribution.

4.6 Protection and preservation of rights
In the event of infringement of its rights in respect of the result, the design agency will, if it so wishes and in order to protect and preserve the rights that vest in the client under this agreement, authorise the client to exercise the rights arising from his copyright and to take action for that purpose both in and out of court, for his own account and in the name of the design agency. The parties must provide each other with all the necessary information in taking any measures for this purpose.

5. Use of the result

5.3 Changes to the result
In derogation of the provision of Article 5.3, the client will be permitted to make changes to the result (or to have such changes made) or to further elaborate (or cause the elaboration) of the result, provided that the client respects and follows the basic concept and any guidelines given by the design agency.

5.3 Changes to the result
In addition to the provisions of Article 5.3 that the client may not make any changes to the result without the design agency’s prior consent, the design agency may not withhold that consent if that would be contrary to the rules of reasonableness and fairness. If the client wishes to make any changes, he must first of all enable the design agency to make such changes. A fee will be payable in that respect on the basis of the customary fees charged by the design agency.

5.6 Variations on the result 
Without the design agency’s consent the client may not make any variation or derivative of the result or use the result (or elements of the result) in other results or works. Although this specimen agreement has been drafted with the utmost care, BNO accepts no responsibility for harm or loss of any kind whatsoever that might arise from any defect in the terms of this specimen or from its use.


III. Specimen additional conditions governing intellectual property rights

  1. Intellectual property rights (transfer)
    1. The parties agree that, in accordance with Article 4.2 (of the General terms and conditions Studio Frowijn above), the rights in respect of the results of the assignment will be transferred to the client. In this regard the transfer:
      1. takes place the moment the assignment has been completed in its entirety;
      2. takes place when the client has performed all its financial and other obligations;
      3. relates only to the final results and only insofar as they have been realised by the Designer himself/herself; and
      4. takes place subject to the rights that are customarily exercised by collective rights organisations such as Pictoright, Lira, BUMA/Stemra and VEVAM, insofar as applicable.
    2. In derogation of Article 4.1, the client has the right in its own name to create other intellectual property rights, whereby the Designer will be named as the designer to the extent possible.
    3. The Designer will cooperate if necessary in drawing up any deed required for the transfer.
    4. The Designer will transfer the necessary files at the client’s request. A separate offer will be given for that purpose.
    5. The client owes a fee for the transfer of rights referred to in paragraph 1.1:
      • Option 1: an amount of €20.000,00 (excl. VAT)
      • Option 2: the fee is included in the remuneration.
      • Optional alternative:
    6. If the client itself wishes to change or develop the results in respect of which the rights have been transferred, or wishes to have that done by a third party, without any further involvement on the part of the Designer, the following lump sums are due:
      • within 5 years after the conclusion of the agreement: an amount of € 10.000,00
      • within 10 years after the conclusion of the agreement: an amount of € 5.000,00
      • After 10 years, the client is free without any restrictions to use the results in respect of which the rights have been transferred.

IV. General conditions governing the sale and delivery of products to corporate clients / business customers

  1. Applicability of these General Condition
    1. These conditions apply, to the exclusion of any other conditions, to all offers, agreements and deliveries regarding products created or offered by the Designer.
    2. The following definitions are used in these General Conditions:
      1. Designer; the design agency that or the designer who sells products, not being a consumer; and
      2. Buyer; the Designer’s counterparty, not being a consumer.
  2. Offers and agreements
    1. An offer or quotation will be without commitment, unless it relates to a Consumer Purchase, and will be valid during the specified term or while stocks last.
    2. Agreements between the Designer and the Buyer will be concluded on written confirmation by the Designer, including confirmation by e-mail. An automatically generated electronic order confirmation will not serve as such confirmation. The Designer reserves the right to refuse an order.
    3. The Designer will have the right to make use of third parties in the performance of the agreement. Any and all rights and claims stipulated in these Conditions and in any further  agreements for the benefit of the Designer will equally apply to any agents and other third parties engaged by the Designer.
  3. Change in circumstances and force majeure
    1. If the prices of raw materials or wages, import duties, taxes or other external costs increase after the conclusion of the agreement (whether or not due to currency fluctuations), the Designer will have the right to adjust the purchase price to that increase.
    2. The Designer must inform the Buyer of such a circumstance as soon as possible, after which the Buyer will have the right to dissolve the agreement within a period of eight (8) days, unless the increase is due to a statutory price increase.
    3. If the Designer is unable to perform the agreement due to an event of force majeure, the  Designer will have the right to dissolve all or part of the agreement or to suspend its obligations until the force majeure situation has ended. The Buyer is then obligated to pay for any products already delivered.
  4. Delivery
    1. Specified delivery and other terms are stated for information purposes only and will not be of the essence, unless otherwise expressly agreed in writing. If a term is exceeded, the Buyer must therefore give the Designer written notice of default.
    2. If the Designer requires information from the Buyer for the performance of the agreement, or if full or partial payment in advance has been stipulated, the delivery term will not commence until the Designer has received the correct and full information or the payment in advance.
    3. Orders will be delivered carriage paid only if that was expressly agreed. If delivery is not carriage paid, the Designer will have the right to charge freight costs.
    4. Delivery will take place the moment the products leave the Designer’s storage room. The risk in the products delivered will pass to the Buyer on delivery, regardless of the agreements made between the Designer and the Buyer regarding transport and insurance.
    5. If the Buyer refuses to take delivery, the Designer may charge him the resulting costs. In that case the Designer will also have the right to dissolve the agreement, without prejudice to his right to claim full damages.
  5. Retention of title
    1. All products delivered will remain the Designer’s property until the Buyer has fulfilled all his obligations towards the Designer under the agreement.
    2. The Buyer may sell the products that have remained the Designer’s property pursuant to this clause to third parties only in the context of the normal conduct of its business.
    3. If the Buyer fails to fulfil its obligations under an agreement concluded with the Designer and the Designer has good reason to believe that the Buyer will fail to fulfil its obligations, the Designer will have the right to take back products delivered from the Buyer or from third parties that hold the products on behalf of the Buyer. In that case the Buyer must fully cooperate.
  6. Dissolution and return of products
    1. The Buyer may amend or cancel an order only with the Designer’s prior consent. If the Designer has already incurred costs or will incur costs as a result of the amendment or cancellation, the Designer may charge those cost to the Buyer.
    2. Products delivered may be returned only with the Designer’s prior written consent, whereby the Designer will have the right to give instructions regarding the manner of shipment. The direct costs involved in the return shipment of the products in the context of this Article will be payable by the Buyer, unless otherwise expressly agreed in writing. The Designer may wait before making the repayment until the Designer has received the return shipment.
  7. Payment 
    1. The Designer may at any time demand full or partial payment in advance or cash on delivery.
    2. If products are delivered on account, the invoice amount must be paid within fourteen (14) days, without the Buyer being entitled to any discount or setoff.
    3. If the Designer has not received (full) payment at the end of the payment period, the Buyer will be in default and will owe interest equal to the statutory interest rate that applies to business transactions. All costs incurred by the Designer in connection with late payment, such as procedural costs and judicial and extrajudicial costs, including the costs of legal assistance, bailiffs and debt collection agencies, will be payable by the Buyer. The extrajudicial costs are set at a minimum of 10% of the invoice amount, subject to a minimum of €150, excluding VAT.
  8. Right of suspension and dissolution
    1. In addition to the provisions regarding force majeure and the provisions of Article 6, the Designer will have the right to suspend (in full or in part) the performance of its obligations under all agreements that exist between the parties or to dissolve those agreements in full or in part without any notice of default or judicial intervention being required: 
      1. if the Buyer is in default or the Designer has good reason to believe that the Buyer will not perform its obligations in full and/or in time;
      2. in the event of liquidation, a suspension of payment, a petition for a suspension of payment, bankruptcy or debt rescheduling, or any other circumstance as a result of which the Buyer can no longer freely dispose of its capital; or
      3. if circumstances occur as a result of which it is impossible to perform the agreement or the  Designer cannot reasonably be required to continue the agreement in an unamended form.
    2. In the cases referred to in paragraph 8.1 any obligations of the Buyer will furthermore fall due immediately and the Designer will not be required to pay any damages.
  9. Guarantees and complaints
    1. The products to be supplied by the Designer will meet the customer requirements and standards that can reasonably be set at the moment of delivery and for which they are intended in the event of normal use. If applicable, guarantee provisions of suppliers and third parties, such as producers and importers, will apply to the products supplied by the Designer.
    2. In the event of use outside the Netherlands, the Buyer itself must verify whether the products are suitable for use there and whether they meet the conditions and the applicable statutory and other requirements.
    3. The Buyer will be required to inspect the products delivered immediately after receipt. Any defects established must be reported to the Designer in writing, stating the reasons, within ten (10) days or in the case of external defects immediately.
    4. If it has been proven that a product is not in conformity with the agreement and the complaint was filed in a timely manner, the Designer may, at its option, replace the product in question, arrange for repairs, or refund the invoice price plus any shipping costs paid.
    5. All data, designs and images regarding colours, materials, dimensions and finishing will be for information purposes only. Divergences will not be reason for rejection, discount, dissolution of the agreement or damages if such divergences are minor.
  10. Intellectual property rights
    1. The Buyer expressly acknowledges that all intellectual and/or industrial property rights in respect of the products, materials and information made available to the Buyer by the Designer, including samples, packaging, labels and designs (and their appearance), the composition and/or specifications of samples, products and semi-finished products, as well as technical and commercial know-how, models, moulds, designs and patterns, vest in the Designer, its supplier or other parties entitled.
    2. If and insofar as the Designer manufactures products or packaging on the basis of express instructions given by the Buyer, such as specifications, designs, sketches, models or patterns provided by the Buyer, the Buyer warrants that no third-party rights will be infringed. The Buyer indemnifies the Designer against any third-party claims in this context and will reimburse all costs incurred by the Designer in connection with such claims.
  11. Liability for damage
    1. The Designer will not be liable for damage caused:
      1. by incompetent use of the products delivered or use for a purpose other than that for which they are suitable by objective standards;
      2. because the Designer used incorrect or incomplete data provided by or on behalf of the Buyer;
      3. third parties engaged in a performance of the agreement at the Buyer’s request or with the Buyer’s consent;
      4. materials or services provided by third parties at the Buyer’s request or with the Buyer’s consent; or
      5. misunderstandings, damage, delays or the improper receipt of orders and notifications due to the use of the Internet or any other means of communication (whether or not electronic)
    2. Only direct loss attributable to the Designer will qualify for compensation. Any and all liability for indirect loss, including but not limited to consequential loss, loss of profits, damaged or lost data or materials, and loss of proceeds is excluded.
    3. Insofar as the Designer is liable for the reimbursement of loss, that loss will be limited to the invoice amount for the delivery or partial delivery in question, on the understanding that that amount will not exceed €45,000 and will in any event be limited to the amount that the insurer pays the Designer in the case in question.
    4. The Buyer indemnifies the Designer against any and all claims from third parties that incur losses in connection with the performance of the agreement and for the cause of which the Buyer is to blame.
    5. The limitations recorded in Article 11.1 to 11.4 will not apply if the loss is due to intent or gross negligence on the part of the Designer or its executive or non-executive subordinates.
  12. Dutch law and competent court
    1. This Agreement is governed by Dutch law, also if an obligation is performed abroad in full or in part or if the Buyer has its place of residence there. The applicability of the Vienna Sales Convention is excluded.
    2. In the event of disputes, the court of the place where the Designer has its registered office will be the competent court, unless mandatory rules of law provide otherwise. The Designer will nevertheless have the right to submit the dispute to the court that has jurisdiction according to the law.
    3. The parties will submit a dispute to the court only after they have made every effort to settle the dispute in consultation.
  13. Other provisions
    1. The Dutch text of these 
      General Conditions will at all times be decisive in the interpretation of these General Conditions.
    2. Amendments and/or additions to these General Conditions will be valid and applicable only if recorded in writing. If the Designer uses additional conditions or any provisions that conflict with these General Conditions, that will not affect the validity and applicability of other provisions of these General Conditions.
    3. These General Terms and Conditions are a translation of the Verkoop-en leverings voorwaarden Producten t.b.v. zakelijke afnemers of the Association of Dutch Designers (BNO) that Studio Frowijn is a member of. In the event of any discrepancies between these two Terms and Conditions, the Dutch text will prevail.

V. Specimen additional general conditions governing sales policy FROWIJN brand by Studio Frowijn to buyers of stores

Company information

Studio Frowijn

Singel 76-B1
1015 AC Amsterdam
The Netherlands

T.: +31 (0) 20 33 15 6 37
E.: info@studiofrowijn.com
W.: www.studiofrowijn.com

IBAN: NL94 INGB0007244907

Chamber of Commerce: 61447684
V.A.T.: 206197822B01

Corresponding Address

mrs. L. Frowijn
Klapmutsenveem 56
1019 HV Amsterdam
The Netherlands

E.: info@studiofrowijn.com

Order Conditions

  • All prices are in €, taxes are not included;
  • Minimum quantity to order is 2 pieces per style;
  • Shipping cost is not included; 
  • References may need to be cancelled due to minimum production reasons. Clients will be informed in due time, so that they can adjust order;
  • The recommended sales price fixed in the line sheet must be respected. 

Calendar for stores

  • Fall/Winter order deadline: 30 March
  • Fall/Winter delivery deadline: August;
  • Spring/Summer order deadline: 30 October
  • Spring/Summer delivery deadline: March.

Payment Policy

  • You will receive your order confirmation by e-mail. Once the order is confirmed, we will send you a prepayment invoice of 50% of your total order. The prepayment shall be paid within a week after being issued;
  • Once we receive the prepayment in our account your order will be fully confirmed;
  • Unpaid prepayments will automatically cancel the respective order;
  • The remaining 50% will be paid after finishing the production and before the goods are delivered;
  • Payment shall be done by bank transfer to our account (bang charges are the client’s responsibility).

In the event of late payment, Studio Frowijn will be entitled to:

  • charge a late payment interest on a monthly basis of 1,5 percentage point, at any given time, on the goal amount overdue, from the first day overdue and until the balance is settled;
  • suspend deliveries and/or cancel the order.

Cancellation Policy

  • The final acceptance of the order is given by Studio Frowijn;
  • Clients who cancel orders while they are being produced will not be reimbursed;
  • Additionally, they will be charged 10% of the total amount of their orders due to the prejudice caused.


Shipping Policy
Shipping costs are for the client and Studio Frowijn operates with the courier provided by the store;
Shipping costs will be added tot the total amount of the invoice. If you prefer other shipping methods, please inform us. 
We are in no way responsible for any delays in shipping including local delivery error or international custom issue. 

Tax and International Shipping
The consignee will be responsible for all taxes and customs duties. 
Overseas are subject to local import duties and taxes, which are payable by the costumer upon receipt, and may be affected by Customs and Excise delays. 

Reclamation/Return policy
Any differences in quantities with packing list must be declared within 48 hours of delivery for insurance purposes;
Any damage/defect occurred during transport must be informed within 24 hours of delivery insurance purposes; 
Clients shall send an email with an attached picture of the damaged article or box and we will proceed in resolving the incident; 
Damage/defect in garments will only be accepted if they have a manufactured default;
The reclamation must be made within a month after the delivery. Any returns of merchandise must be pre-authorized by phone or email without exception;
Returned merchandise must be unused and in original packaging. Clients shall send an email with an attached picture of the damaged article with reference and size. For any query, you can contact us: info@studiofrowijn.com.

Privacy Policy
We do not sell or share any costumer information;
All right, including copyright, of the brand, website or any other material are owned by Studio Frowijn;
Any copy or use of the brand, website or its contents, by copying or storting it, in hole or part, other than for your own personal, non-commercial use is prohibited without the permission of Studio Frowijn.
Please read our updated Privacy Policy on our website for further information on how we take care of your personal information: www.studiofrowijn.com/terms&conditions.

Private Sales – Sales
Clients are not allowed to resell FROWIJN products by Studio Frowijn to other retailers: shop, internet, eshops, outlets, private sales;
The sales period is regulated by the sales policy of each country; 
Studio Frowijn allows two mid-season promotions a season:
– a promotion campaign with other brands up to a 20% discount in no more than 25% of all references;
– a promotion with only Studio Frowijn items up to a 30% of all references for no longer than one week.
Any other commercial action involving promotions or discounts may be notified by email at: info@studiofrowijn.com

Privacy policy Website Studio Frowijn and FROWIJN brand

HOW DO WE USE YOUR PERSONAL INFORMATION?
We use the Order Information that we collect generally to fulfill any orders placed through the Site (including processing your payment information, arranging for shipping, and providing you with invoices and/or order confirmations). Additionally, we use this Order Information to:

Communicate with you;
Screen our orders for potential risk or fraud; and
When in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services.We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimise our Site (for example, by generating analytics about how our customers browse and interact with the Site, and to assess the success of our marketing and advertising campaigns).

—Sharing your personal information

We share your Personal Information with third parties to help us use your Personal Information, as described above. For example, we use Shopify to power our online store–you can read more about how Shopify uses your Personal Information here: https://www.shopify.com/legal/privacy.

We also use Google Analytics to help us understand how our customers use the website — you can read more about how Google uses your Personal Information here: https://www.google.com/intl/en/policies/privacy/. You can also opt-out of Google Analytics here:  https://tools.google.com/dlpage/gaoptout.

Finally, we may also share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights.

—Behavioural advertising

As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you. For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work.

You can opt out of targeted advertising by using the links below:

Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at: http://optout.aboutads.info/.

—Do not track

Please note that we do not alter our Site’s data collection and use practices when we see a Do Not Track signal from your browser.

—Your rights

If you are a European resident, you have the right to access personal information we hold about you and to ask that your personal information be corrected, updated, or deleted. If you would like to exercise this right, please contact us through the contact information below.

Additionally, if you are a European resident we note that we are processing your information in order to fulfill contracts we might have with you (for example if you make an order through the Site), or otherwise to pursue our legitimate business interests listed above. Additionally, please note that your information will be transferred outside of Europe, including to Canada and the United States.

—Data retention

When you place an order through the Site, we will maintain your Order Information for our records during the legally permitted time period unless and until you ask us to delete this information.

—Changes

We may update this privacy policy from time to time in order to reflect, for example, changes to our practices or for other operational, legal or regulatory reasons.

—Contact us

For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by e-mail at info@studiofrowijn.com or by mail using the details provided below:

—Company information

Studio Frowijn
Singel 76-B1
1015AC Amsterdam
The Netherlands


T.: +31 (0) 20 33 15 6 37
E.: info@studiofrowijn.com
W.: www.liselorefrowijn.com


IBAN: NL94 INGB0007244907
Chamber of Commerce: 61447684
V.A.T.: 206197822B01

—Corresponding address

mrs. L. Frowijn
Klapmutsenveem 56
1019 HV Amsterdam
The Netherlands


E.: info@studiofrowijn.com