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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
Article 1. Definition
Paragraph 1: In these general terms and conditions: 1). advisor or supplier: the user of these general terms and conditions, 2). client or client: the person who has a (pre-)contractual relationship with the supplier.
Paragraph 2: Where in these general terms and conditions "goods" are referred to, this is understood to mean both the goods to be delivered by the supplier and the services to be provided by it, including advice and creative expressions.
Paragraph 3: Where in these general terms and conditions, or the agreement concluded between the supplier and the client, reference is made to an internationally defined stipulation (e.g.: C.O.D., exworks, C.I.F., etc.), such a stipulation must be understood in the sense of the the International Chamber of Commerce published Incoterms 2000.
Article 2 Applicability
Paragraph 1: Unless otherwise agreed in writing, these general terms and conditions of sale and delivery apply to every agreement between supplier and client.
Paragraph 2: The provisions of the previous paragraph also apply to (further or supplementary) agreements between supplier and client where the applicability of these general terms and conditions of sale and delivery has not been (explicitly) invoked.
Article 3 Offers
Paragraph 1: All offers in whatever form are without obligation for the supplier unless they contain a term for acceptance and are based on delivery under normal circumstances and normal working hours.
Paragraph 2: If a non-binding offer is accepted, the supplier has the right to revoke the offer within four days after receipt of the acceptance.
Paragraph 3: Images, catalogues, drawings and further information provided to or by the supplier are subject to change without prior notice and do not bind the supplier.
Article 4 Prices
Paragraph 1: The price or prices stated in the offer are exclusive of VAT in Euros on the cost-determining factors at that time.
Paragraph 2: The supplier has the right at all times to determine that certain articles will only be delivered in certain minimum quantities.
Article 5 Delivery of printed goods
Paragraph 1: If the supplier receives an order to supply products specially processed or composed for the client, the client is obliged to supply directly reproducible material of good quality.
Paragraph 2: The supplier is only obliged to send a proof for approval in advance to the client if this has been stipulated in writing by the client before the order was placed. In that case, the supplier undertakes to submit a proof to the client no later than five weeks after receipt of the order for this purpose and after receipt of the materials to be reproduced, which proof is deemed to have been approved if no response has been received in writing to the proof within five working days. . In all other cases, the client agrees to the proposed design by signing the order confirmation.
Paragraph 3: All costs of the printed matter or related to it are charged separately and are not included in agreed prices unless expressly agreed otherwise.
Paragraph 4: For the printing of articles with a logo or text entered by the customer, the supplier expressly reserves the right to refuse the customer's order in specific cases. This will in particular be the case with texts that are not permitted under Dutch law, texts that are contrary to morality or are offensive to any religion whatsoever. Also discriminatory texts are not accepted. In the event that a customer places an order for the printing of an item which has been printed by the supplier,
is refused, the supplier will immediately inform the customer and give the option to adjust the text or cancel the order. There will be no costs associated with canceling an order in this case.
Article 6 Deliveries and delivery time
Paragraph 1: Stated delivery times can never be regarded as a strict deadline, unless expressly agreed otherwise. In the event of late delivery, the supplier must therefore be given written notice of default.
Paragraph 2: The delivery time starts at the latest of the following times: A. the day of the conclusion of the agreement. B. the day of receipt by the supplier of the documents, data, permits and the like necessary for the execution of the agreement. C. the day of receipt by the supplier of what, according to the agreement, must be paid by the client in advance.
Paragraph 3: If the delivery is wholly or partially prevented by force majeure, the supplier is
is entitled to suspend the delivery, or to dissolve the agreement in whole or in part, insofar as it has not been performed, and to claim payment for the
parts, all this without any obligation to pay any compensation to the client.
Paragraph 4: Force majeure in these general terms and conditions of sale and delivery means any
circumstance independent of the will of the supplier that permanently or temporarily prevents the fulfillment of the agreement, as well as, insofar as not already included, war, danger of war, civil war, riot, strike, exclusion of workers, transport difficulties, fire and/or serious disruptions in the company of the supplier. supplier or its suppliers.
Paragraph 5: The supplier reserves the right in the event of special requests for the benefit of the client or
composite products, maximum 10% more or less than the agreed quantity
to deliver and invoice.
Paragraph 6: Unless otherwise agreed in writing, without prejudice to the above regarding prices
the prices stated by the supplier based on delivery ex works, warehouse or
other storage location, excluding sales tax, import obligations or other taxes,
levies or obligations and excluding the costs of loading and unloading, transport and insurance.
Paragraph 7: Unless otherwise agreed in writing, goods will be delivered ex warehouse, in which case the goods are deemed to have been delivered by the supplier and to have been delivered by the client.
accepted as soon as the goods are offered to the client and/or as soon as the goods are in or on the means of transport
are loaded.
Paragraph 8: Unless otherwise agreed in writing, the transport will take place at the risk and expense of the client, even if the carrier has expressly determined that all transport documents must state that all damage as a result of the transport is for the account and risk of the sender.
Paragraph 9: If the supplier makes samples available to the client, the client is obliged to
to be returned to the supplier, free of charge, within fourteen days of receipt, undamaged and in original packaging.
Paragraph 10: If the supplier shows or provides a model, sample or example, this will only be done by way of indication: the qualities of the goods to be delivered may deviate from the sample, model or example. The provisions of Article 7 apply mutatis mutandis.
Article 7 Complaints
Paragraph 1: Complaints regarding externally observable defects must be made in writing within eight days after delivery of the goods, if exceeded, the supplier shall not
any form of compensation.
Paragraph 2: Complaints regarding defects that are not externally observable must be made in writing within eight days after discovery until the end of three months after delivery of the goods, which term applies as the expiry period.
Paragraph 3: Complaints regarding the amount of the invoices sent by the supplier must be submitted within
to be notified in writing eight days after the invoice date, which term shall apply as the expiry period.
Paragraph 4: The provisions of the previous paragraphs only apply to the services, goods and/or raw materials supplied by the supplier but obtained by it from third parties to the extent and to that extent
in which the third party supplier of those services, goods and/or raw materials has given the supplier a guarantee.
Paragraph 5: Goods recognized by the supplier as faulty will either replace,
either be credited in the purchase amount to the exclusion of any other method of
(additional) compensation obligation.
Paragraph 6: Return may only take place after written approval from the supplier, but is
at the expense and risk of the client and never implies any acknowledgment of liability.
Article 8 Retention of title
Paragraph 1: The supplier reserves the ownership of all products delivered by it to the client
goods until the purchase price for all such goods has been paid in full.
Paragraph 2: If the supplier carries out work for the benefit of the client to be reimbursed by the client in the context of the agreement concluded with the client, the retention of title applies
also until the client has also paid this claim from the supplier in full.
Paragraph 3: The retention of title also applies to claims that the supplier may acquire against the client due to the client's failure to fulfill one or more of its obligations towards the supplier.
Paragraph 4: As long as the ownership of the delivered goods has not passed to the client, the latter may not pledge the goods or grant a third party any other right thereto, other than in the context of the normal course of its business, whereby the client undertakes in the event of sale on credit, to stipulate a retention of title from its customers on the basis of the specific article.
Paragraph 5: The client undertakes not to assign or pledge any claims it acquires against its customers to third parties and furthermore undertakes to pledge the said claims to it as soon as the supplier expresses its wish to do so in the manner indicated in art. 3: 239 BW to provide additional security for its claims for whatever reason against the client. Paragraph 6: If
If the client has good reason to fear in the fulfillment of his payment obligations towards the supplier that he will fail in those obligations, the supplier is entitled to take back the goods delivered subject to retention of title. After repossession, the client will be credited for the market value, which will in no case be higher than the original purchase price less the costs incurred on the repossession.
Article 9 Payment
Paragraph 1: Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraph, payments to the supplier must be made net within 8 days of the invoice date, which term shall be regarded as a strict deadline.
Paragraph 2: Unless expressly agreed otherwise, all payments, however made, by the client are firstly deducted from the costs, then from the
interest and finally deducted from the principal sum of the invoices left unpaid.
Paragraph 3: Settlement or other forms of settlement are without express written notice
agreement is never allowed.
Paragraph 4: The supplier is at all times entitled to make, in its opinion, sufficient advance payment or security for the fulfillment of the obligations before delivering or continuing with the delivery.
to demand payment obligations from the client, whereby the supplier is entitled to further
suspend deliveries if the client does not meet this requirement, even in the event of a
fixed delivery time has been agreed, without prejudice to the right of the supplier
to claim compensation for damage due to late or non-execution of the agreement.
Paragraph 5: If the client does not pay within the agreed term, he is legally in default and the supplier has the right, without any notice of default, to charge him interest from the due date of the unpaid invoice or invoices in the amount of 2% above statutory interest with a minimum interest rate of 12% per year on the invoice amount.
Paragraph 6: All extrajudicial collection costs to be incurred by the supplier are for the account of the client and are calculated in proportion to the outstanding amount in the manner as indicated below, on the understanding that these will amount to a minimum of €70. The extrajudicial collection costs are calculated on the principal sum to be claimed as follows: on the first €3,000 15%, on the excess up to €6,000 10%, on the excess
up to € 15,000 8% over the excess up to € 60,000 5%, over the excess over € 60,000
3%
Paragraph 7: If the client is in default, from that moment on, all outstanding claims against the client at the supplier are immediately due and payable.
Article 10 Liability
Paragraph 1: The supplier is not liable for costs, damage or interest arising as a result of acts or negligence of subordinates or. executives working at
supplier, if this would result from gross negligence or client intent. In all cases, the liability is limited to the amount that in other situations
liability insurance with regard to the damage suffered is paid out.
Paragraph 2: Any liability of the supplier for trading loss or other indirect damage is
expressly excluded.
Article 11 Designs, models, etc.
Paragraph 1: All drawings, sketches, schemes, samples, models, tools, etc. that are used by the supplier remain the intellectual and/or physical property of the supplier, even if they are handed over to the client and may therefore, subject to prior written
permission from the supplier, for no other purpose than the execution of the agreement between
supplier and client.
Paragraph 2: The client indemnifies the supplier against claims from third parties with regard to the goods referred to in the previous paragraph originating from the client, regarding intellectual property rights.
Article 12 Disputes/applicable law
Paragraph 1: Dutch law applies to all agreements to which these terms and conditions apply in whole or in part.
Paragraph 2: If disputes arise as a result of the Agreement that cannot be settled amicably, they will be submitted to the competent court of the district where the entrepreneur is established. Entrepreneur and customer can agree to settle their disputes by means of binding advice or arbitration.
Paragraph 3: Unless otherwise expressly agreed in writing, all
legal claims to which these general terms and conditions give rise to the client by
lapse of one year since delivery date
