General terms and conditions of sale and delivery

ARTICLE 1 – General

1.1     These general terms and conditions of sale and delivery (hereinafter referred to as: ‘general terms and conditions’) apply to all offers and agreements between Wageningen Academic Publishers B.V. and the Buyer, regardless of the manner in which an offer was made and/or the manner in which the agreement was effected. By concluding an agreement with Wageningen Academic Publishers B.V., the Buyer declares to agree to these terms and conditions.

1.2     Wageningen Academic Publishers B.V., hereinafter also referred to as ‘Wageningen Academic’, is understood to mean the private company with limited liability with its registered office and principal place of business in Wageningen at Marijkeweg 22.  Wageningen Academic can be reached via e-mail at info@WageningenAcademic.com. Wageningen Academic is listed with the Chamber of Commerce for and district under number 09126985. Wageningen Academic’s BTW (Dutch VAT) number is NL810447204.

1.3     The Buyer is understood to mean any visitor, with its registered office or his/her domicile in the Netherlands or abroad, to the website/websites of Wageningen Academic and/or any natural person or legal entity that purchases one or several products, including but not limited to books, CD-ROMs, e-books and/or journals (hereinafter referred to as: ‘products’) from Wageningen Academic. A Buyer who is a natural person and only purchases one or several products for non-professional use and/or private use will hereinafter also be referred to as ‘Consumer’.

1.4     To the delivery of books within the meaning of the Dutch Retail Price Maintenance (Books) Act [Wet op de vaste boekenprijs] applies in particular that the Buyer undertakes to comply with the Dutch Retail Price Maintenance (Books) Act if it resells the books to a final customer within the meaning of the Dutch Retail Price Maintenance (Books) Act.

1.5     Any purchasing conditions or other (general) terms and conditions of the Buyer do not apply, unless they have explicitly been accepted by Wageningen Academic in writing.

1.6     Explicit written acceptance by Wageningen Academic of stipulations varying from these general terms and conditions will only be binding on Wageningen Academic with regard to that one specific transaction.

1.7     Wageningen Academic is entitled to change these terms and conditions unilaterally. In that case, the changed terms and conditions will also apply to agreements that have already been concluded, except if such is contrary to the principles of reasonableness and fairness.  Wageningen Academic will inform the Buyer of this in a timely fashion. If the Buyer thinks that the changes are contrary to the principles of reasonableness and fairness, it must inform Wageningen Academic hereof within 5 working days of being notified, failing which the Buyer is deemed to agree to the changes.

1.8     If one or several articles of these general terms and conditions are declared invalid and/or void by court ruling, the other provisions of these terms and conditions will remain fully in effect and Wageningen Academic and the Buyer will consult to agree on new provisions to replace the void or nullified provisions, taking into consideration as much as possible the object and purport of the void or nullified provisions.

ARTICLE 2 -  Offers and quotations

2.1     All quotations, offers and agreements of Wageningen Academic in which the contrary has explicitly not been stated will be without any obligation and take place subject to the availability of the products.  Wageningen Academic will never be obliged to conclude an agreement with a Buyer.

2.2     Acceptance of a firm offer will only be binding on Wageningen Academic if the notification from the Buyer in that respect has reached it within ten days of the date of the offer.  Any special offers will only be valid during the term of validity stated in that specific offer.

2.3     Information, images and announcements, either verbally, by telephone or via e-mail, and statements relating to all offers and the most important features of the products will be given, represented or made as accurately as possible.  Wageningen Academic does not guarantee, however, that offers and/or products fully correspond to the stated information. In principle, anomalies will not constitute grounds for compensation and/or termination of the agreement, unless the anomaly is such that the product does not meet or no longer meets the Buyer’s reasonable expectations in that respect. In that case, the Buyer may terminate the agreement within a reasonable period of time.

2.4     When placing an order for one or more products (hereinafter referred to as: ‘order’), but when concluding the agreement at the latest, the Buyer must provide Wageningen Academic with the correct invoice address and postal address. If this does not happen, Wageningen Academic will not be liable for any arising and related costs and expenses.

2.5     An order placed by a Consumer can in principle be cancelled free of charge, provided that Wageningen Academic has not yet sent the order to the Consumer.  If the order has already been sent, the statutory provisions with regard to distance purchase continue to apply, unless agreed otherwise with the Consumer.

2.6     A Buyer that has its registered office within the European Union and that also has a VAT number may apply the 0% VAT rate for EU transactions.  These VAT numbers must, however, be checked by Wageningen Academic prior to the drawing up of the invoice and therefore prior to payment being made.  However, if a Buyer that has its registered office within the European Union and also has a VAT number places an order through the website and pays with a credit card, the customary tax rate will be invoiced.  The Buyer must apply to the tax authorities in order to obtain a refund of the tax rate charged.

ARTICLE 3 – Prices

3.1     All product prices are in euro and are exclusive of turnover tax and any other government levies and are exclusive of shipping costs, unless stated otherwise in the information that relates to the product. In case of shipping, the additional costs will be communicated to the Buyer and these will then form part of the purchase price. If, at the Buyer’s request, the ordered product is delivered outside the Netherlands, only the Buyer will be responsible for payment of any additional turnover tax or import duties due.

3.2     The Buyer owes the price that Wageningen Academic communicated to the Buyer.  Apparent mistakes in the quotation, such as obvious inaccuracies, i.e. mistakes of which the Buyer could reasonably have suspected that these were incorrect or could not be correct, can also be corrected by Wageningen Academic after the agreement has been concluded, in which case the Buyer is entitled to terminate the agreement without Wageningen Academic being obliged to pay compensation, expenses or costs.

ARTICLE 4 – Delivery

4.1     Wageningen Academic is responsible for the delivery of products to the Buyer and will ensure that products are packaged properly.

4.2     Unless agreed otherwise, delivery of products will fully take place at the Buyer’s expense and at the address stated by the Buyer for that purpose when placing the order or during conclusion of the agreement. If the Buyer provides the wrong address, any related costs or costs arising therefrom will be fully at its expense. Wageningen Academic outsources delivery of products to postal companies. On request, it is possible for delivery to take place in a different manner, such as by courier. The costs for this will be charged to the Buyer and must be paid prior to shipment.  Wageningen Academic may set further conditions for deliveries abroad.

4.3     The delivery period stated by Wageningen Academic will be observed as much as possible, but will only be indicative and will not constitute a binding or strict deadline.  Failure to meet the deadline for delivery will not discharge the Buyer from its obligations under the agreement. In case of failure to deliver within the indicated delivery period, the Buyer has the option to give Wageningen Academic notice of default by registered letter and to allow Wageningen Academic a reasonable period for fulfilment. Only if Wageningen Academic does not fulfil its obligations within that reasonable period will the Buyer be entitled to terminate the agreement without Wageningen Academic being obliged to compensate any damage or loss and/or costs or expenses.

4.4     If consumer distance purchase is concerned, the delivery period will be thirty days at most. If Wageningen Academic cannot deliver within that period, it will communicate this to the Buyer. The Buyer will subsequently be entitled to terminate the agreement without Wageningen Academic being obliged to compensate any damage or loss and/or costs or expenses.

ARTICLE 5 – Payment

5.1     To the extent not agreed otherwise, the term of payment for the Buyer that has its registered office within the will be fourteen days of the invoice date at the latest.

5.2     Unless agreed otherwise, the Buyer that has its registered office outside the must pay the amount due prior to shipment of the products.

5.3     The Buyer will be in default by the mere expiry of the term of payment.

5.4     In case of purchase through a website managed by Wageningen Academic applies that payment must be made through the payment methods offered on the website.

5.5     If payment is made sooner than the agreed term of payment, this does not constitute a right to discount unless Wageningen Academic explicitly agrees to this in advance.

5.6     Payments are always deemed to have been made to settle any interest and costs due and subsequently the oldest outstanding invoice. Credit balances will be set off against outstanding and/or future orders.

5.7     If the Buyer is in default as a result of late payment, without any further notice of default being required Wageningen Academic will be entitled to charge any reasonable costs communicated to the Buyer in advance, including administrative costs, and to charge interest in the amount of 1.5% a month on the outstanding amount from the due date, in which respect part of a month will count as a full month.  If the Buyer fails to pay the claim, it may be referred for collection, in which case the Buyer will be obliged to pay extrajudicial collection costs in addition to the total amount due, without prejudice to Wageningen Academic’s right to claim the actual damage and loss suffered and the actual costs incurred.

5.8     In the event of late payment Wageningen Academic will at all times be entitled to suspend delivery, also in respect of products pursuant to another agreement with the same Buyer.

ARTICLE 6 – Termination

6.1     Without prejudice to Wageningen Academic’s rights pursuant to the law, Wageningen Academic will be entitled to suspend the agreement in full or in part or terminate it whilst remaining entitled to compensation from the Buyer by means of a written statement to that effect to the Buyer if (i) after concluding the agreement Wageningen Academic becomes aware of circumstances that give it good reason to fear that the Buyer will not fulfil its obligations, or (ii) if on concluding the agreement Wageningen Academic requested the provision of security for fulfilment and such security is not provided or is insufficient (in spite of a demand), and (iii) in the event of the Buyer's liquidation, the Buyer's winding-up petition, suspension of payment, winding-up or a resolution to that effect, full or partial transfer of the Buyer’s business, discontinuation of the business activities or seizure of any part of its assets.

6.2     In case of consumer distance purchase, for example if a Consumer orders through a website of Wageningen Academic, in accordance with Section 7:46 a to j inclusive of the Netherlands Civil Code, the Consumer will be entitled to terminate the agreement within a period of 7 working days of receipt of the delivery, without stating any reasons.  If Wageningen Academic has not met the obligation to provide information pursuant to Section 7:46C subsection 2 of the Netherlands Civil Code, this period will amount to 3 months, unless Wageningen Academic does provide the information in the correct manner at a later date. Once Wageningen Academic has met the obligation to provide information, the termination period of 7 working days will start again on the following day.  The Consumer will be obliged, prior to returning products pursuant to the above, to communicate this to Wageningen Academic in writing within the period of 7 working days of delivery. The Consumer must return the delivered products in a timely fashion (10 working days after delivery at the latest) and will bear the burden of proof in this respect, for example by means of a proof of posting certificate.  Returning the delivered products will be fully at the Consumer’s expense and risk. The products must be returned in their original packaging (including accessories and corresponding documentation) and must be in prime condition.  If the products have been used, encumbered, damaged in any way and/or if the seal has been broken (for example when CD-ROMs and/or other data carriers have been delivered), the right to termination within the meaning of this paragraph will lapse.  In case of delivery of products that by their nature cannot be returned, including e-books and/or journals, there is no right to termination pursuant to this article.  If termination takes place or has taken place in a legally valid manner, after receipt and inspection of the returned products Wageningen Academic will confirm the termination of the purchase by return of post and will ensure that the Consumer is refunded the entire purchase amount within 30 days of proper receipt of the complete return shipment.

ARTICLE 7 – Complaints and liability

7.1     The Buyer must check the products delivered by Wageningen Academic for defects or shortages immediately after delivery.

7.2     The Buyer must report visible defects or shortages to Wageningen Academic in writing within five working days of delivery. The Buyer must report hidden defects to Wageningen Academic in writing within five working days of discovery, but within 45 days of delivery at the latest.  If the Buyer is a Consumer, the notification period amounts to 2 months following discovery of the defect.  If payment has already been made, the Buyer will be sent a replacement copy of the product if and as soon as the defective product has been returned to and received by Wageningen Academic and the complaint has been found to be justified.

7.3     With due observance of the provisions of these general terms and conditions, delivered products can only be returned after Wageningen Academic has given its prior written consent.

7.4     Without prejudice to the law and/or the further provisions of these general terms and conditions, it is not possible to complain about a defect in a product if this is caused by wear and tear that can be considered normal and furthermore in the following cases:
a.  if changes have been made in or to the product after delivery;
b.  if the Buyer cannot prove that it purchased the product from Wageningen Academic;
c.  if the defects are the result of inexpert use or use that does not correspond to the designated use; or
d.  if damage was caused by intent, gross negligence or negligent maintenance.

7.5     If a complaint is justified, the liability of Wageningen Academic will be limited in that sense that it may at its choice either replace the goods with other goods in accordance with the order or pay out compensation in money to be determined by it to make up for the decreased value.

7.6     Wageningen Academic’s total liability due to any attributable failure to perform the agreement is limited to compensation of direct damage or loss up to at most the amount of the price stipulated in that agreement in question (excluding BTW). Liability for indirect damage or loss including consequential loss, loss of profits and savings or loss caused by business interruptions and/or loss of data is excluded.

7.7     Except in case of intent or gross negligence, Wageningen Academic or its superiors and subordinates will never be liable for direct or indirect damage or loss caused by the defect on which the complaint is based, such as labour costs, the Buyer’s purchase of replacement goods and/or trading loss.

7.8     Wageningen Academic does not guarantee that the hardware and/or software used by a Buyer is compatible with the products offered by it and that these can be used with such hardware or software, except if determined or stated otherwise.

ARTICLE 8 – Retention of title

8.1     All products delivered by Wageningen Academic will remain its property until the Buyer has fulfilled all of its obligations vis-à-vis Wageningen Academic, regardless of the legal relationship that these originated from.

8.2     The products in question may not be sold to third parties, disposed of, pledged and title may not be transferred by way of security until the Buyer has fulfilled all of its obligations vis-à-vis Wageningen Academic, unless this is necessary within the scope of the Buyer’s normal business operations.

8.3     If in the opinion of Wageningen Academic it is possible that after delivery the Buyer will not or not fully fulfil its obligations towards it, Wageningen Academic will be entitled to demand surrender of the products and the Buyer will not be able to oppose this.

ARTICLE 9 – Data carriers

9.1     Data carriers are understood to mean all physical and digital products in the broadest sense on which data has been or can be recorded.

9.2     It is not allowed to reproduce data carriers or to reproduce products manufactured by using these data carriers, unless Wageningen Academic has given its express written consent to that effect.

ARTICLE 10 – Special provisions for the delivery of electronic publications

10.1   Electronic publications are the digital products published by Wageningen Academic, including e-books and (online) journals.  Electronic publications are delivered in accordance with the technical specifications and uses stated on the packaging and/or in the enclosed documentation. The software that the product or publication contains will be licensed to the final customer that purchases the data carrier.

10.2   If the delivered electronic publications show defects, the Buyer will be entitled – at the discretion of Wageningen Academic – to repair of the defect in question or to the provision of another copy of the electronic publication or a refund of the price paid.

10.3   With regard to electronic publications of Wageningen Academic that the Buyer delivers to third parties, it is obliged to only make these available to users or final customers in the original Consumer Packaging supplied by the publisher and without making changes to that packaging or the contents thereof.

10.4   Wageningen Academic is not liable for damage or loss arising from or connected with the use and/or the application of the electronic publication, except to the extent that this damage or loss was caused by intent or gross negligence on the part of Wageningen Academic or its superiors or subordinates.

10.5   If the software of the electronic publication has technical security features, the user is not allowed to remove these and/or to breach these unlawfully.

10.6   Electronic publications offered by Wageningen Academic through networks will be delivered subject to the express condition that the user only uses this information within the agreed application and that the user does not pass on this information and/or does not make this available to third parties, neither wholly or partially, neither in amended or adjusted form, unless such is allowed pursuant to mandatory law.

10.7   Other than for the intended (own) use, the Buyer is not allowed to disclose the electronic publication and/or to multiply it, including but not limited to making copies of the electronic publications, distributing these through networks, renting these out or lending these and/or otherwise making these public and/or distributing these in any way whatsoever, without the explicit written consent of Wageningen Academic.

ARTICLE 11 – Special provisions for journals

11.1   Journals are scientific and/or semi-scientific magazines that a Buyer can subscribe to. A subscription to a journal (the online and/or printed version) has a term of one calendar year, starting on 1 January and ending on 31 December, and is in principle entered into for an indefinite period of time and renewed tacitly.

11.2   A subscription to a journal can be terminated during the calendar year with due observance of the rules on termination agreed on in that respect as well as a notice period of at least one month (30 days).

ARTICLE 12 – Force Majeure

12.1   If force majeure prevents Wageningen Academic from carrying out the order, it will be entitled to suspend delivery until the force majeure in question has ceased to exist or to cancel the order fully or partially, without being obliged to pay any compensation. Force majeure will be understood to include any circumstance as a result of which Wageningen Academic cannot reasonably be expected to carry out the order, including but not limited to: war, strike, operational breakdown, fire, shortage of raw materials, equipment and employees, accidents, transport problems, the failure of suppliers of Wageningen Academic, mobilisation, state of siege, quarantine, epidemics, disturbances and import and export barriers and other barriers caused by government measures or provisions or weather conditions. Force majeure is also understood to include failures in a telecommunication or other network or connection or in used communication systems and/or the unavailability of the website.

ARTICLE 13 – Registration of personal data

13.1   When a catalogue is requested and/or an order is placed, the Buyer's personal and other data are collected, recorded and stored in a data file by Wageningen Academic. These personal and other data provided by the Buyer will be processed by Wageningen Academic.

13.2   Wageningen Academic also collects non-personal information about its online visitors in order to be able to determine the number of visitors to the website and the type of internet browser and operating system used.

13.3   The personal and other data provided by a Consumer will only be processed by Wageningen Academic to the extent necessary for the performance of the agreement between the Consumer and Wageningen Academic or for taking pre-contractual measures at a Consumer's request that are necessary to conclude the agreement.  This also includes the event that a Consumer places an order through the website of Wageningen Academic and the processing of personal and other data is necessary in order to deliver the purchased product to the Consumer. In addition, Wageningen Academic will only process the personal and other data to the extent necessary in order to fulfil a statutory obligation. The Buyer’s unambiguous consent must be obtained before the Consumer’s and/or Buyer’s personal and other data will be processed (further), such as the provision of personal and other data to third parties and/or the processing of personal and other data for direct marketing purposes.

13.4   Wageningen Academic respects the privacy of its Buyers and the privacy of the visitors to its website. Wageningen Academic is the only owner of the personal and other data that is obtained through the website and/or in any other manner, unless stated otherwise, and will take the necessary security measures against unauthorised, unlawful or other illegal processing of the personal and other data.

13.5   In special cases, Wageningen Academic is entitled to disclose personal and other data about a visitor, for example when there is a reason to assume that disclosing such information is necessary to identify, contact or institute proceedings against someone who intentionally or otherwise prejudices or harms the rights or the ownership of Wageningen Academic, other users to its website or others that might be harmed.  Wageningen Academic is entitled to release information about users if it believes in good faith that the law so requires.

13.6   At the Buyer’s request, in writing and/or via info@WageningenAcademic.com, its personal and other data will be made available to it for inspection and any corrections announced by the Buyer will be processed in Wageningen Academic’s database.

ARTICLE 14 – Intellectual property rights

14.1   Unless explicitly agreed otherwise in writing, the full copyrights and all other intellectual and industrial property rights related to the products delivered by Wageningen Academic, such as neighbouring rights, trademark rights, model rights, patent rights, sui generis database rights, etc., will only be vested in Wageningen Academic and/or its suppliers. The agreement therefore does not in any way provide for the transfer of any intellectual and/or industrial property right of Wageningen Academic and/or suppliers to the Buyer.  Any other or further right than agreed to multiply and/or disclose the products is excluded.

14.2   The Buyer is not allowed to remove or change any designation regarding the confidential nature or the copyrights, trademarks, trade names or other intellectual and/or industrial property rights from or of the products.

14.3   All electronic publications in any form and with any content whatsoever are protected by copyright among other things. The Buyer is only given a (sub) licence with regard to the copyrights and other rights regarding the electronic publications, and transfer does not take place, regardless of the use of words such as 'purchase', 'sale', 'ordering', 'order', etc.  The (sub) licence in respect of these electronic publications is non-exclusive, non-transferable, non-sublicensable and constitutes a limited right that is subject to the further arrangements that are made.  Electronic publications that are downloaded are (allowed to be) downloaded to one computer and may be used without limitation on that computer, with due observance of these general terms and conditions. Multiplication of an electronic publication is only allowed if this takes place without a direct and/or indirect commercial purpose and only for a Consumer's personal use.

ARTICLE 15 – Disputes

15.1   Dutch law applies exclusively to the agreement or to further agreements in execution thereof, regardless of the form and the language in which these have been or are entered into.

15.2   Any disputes, regardless of their nature, that arise between the parties as a result of or in connection with the agreement or as a result of or in connection with further agreements in execution thereof will be submitted to the jurisdiction of the competent court in Arnhem.

15.3   If the general terms and conditions of Wageningen Academic are also used in a language other than the Dutch language, the Dutch text will be decisive in case of disputes about their interpretation.