Terms and Conditions

Filed with the Chamber of Commerce in Leiden no. B 95156

 

Article 1. Definition

Clause 1: In these terms and conditions, the following definitions apply:
- Contractor: the user of these terms and conditions.
- Client: the party that is in a (pre-)contractual relationship with the Contractor.
Clause 2: Where these terms and conditions refer to “goods,” this includes both the items to be delivered by the Contractor and the services to be provided by them, including advice and creative expressions.
Clause 3: Where these terms and conditions, or the agreement between the Contractor and the Client, refer to an internationally defined term (e.g., C.O.D., ex-works, C.I.F. etc.), such a term shall be interpreted in accordance with the Incoterms 2000 published by the International Chamber of Commerce.

 

Article 2. Applicability.

Clause 1: Unless otherwise agreed in writing, these general sales and delivery conditions apply to every commitment between the Contractor and the Client.
Clause 2: The provision in the previous clause also applies to (further or additional) agreements between the Contractor and the Client where the applicability of these general sales and delivery conditions has not been expressly invoked.

 

Article 3. Offers.

Clause 1: All offers made by the Contractor in any form are non-binding unless they include a term for acceptance by the Client and are accepted in writing within this period.
Clause 2: Even after acceptance as per the previous clause, the Contractor reserves the right to revoke the offer within two days of receiving the acceptance without incurring any liability for damages.
Clause 3: Images, catalogs, drawings provided by or to the Contractor are subject to change and are not binding on the Contractor.

 

Article 4. Prices.

Clause 1: Unless otherwise agreed in writing, all price quotes are subject to change.
Clause 2: Unless otherwise agreed in writing, the Contractor's prices are exclusive of VAT and other government-imposed taxes, levies, and duties.
Clause 3: All costs related to printing or related matters are charged separately and are not included in the agreed prices unless explicitly stated otherwise.
Clause 4: If, after accepting an order or during the execution of the agreement, any increase in price-determining factors occurs over which the Contractor has no reasonable control, including the devaluation of agreed payment methods, the Contractor is entitled to adjust the agreed price accordingly, even if such was foreseeable when entering into the agreement.
Clause 5: In the case of product development, advice for promotional products, advice regarding creative concepts, quotes for extensive projects with printed or non-printed products, national or international market research into specific products, or product requests for undefined products, the Client is, in all cases where no delivery of specifically defined goods is provided, required to pay a fee based on an hourly or fixed rate agreed upon in advance between the parties.

 

Article 5. Delivery

Clause 1: Stated delivery times should never be considered final deadlines unless explicitly agreed otherwise. Therefore, in the event of late delivery, the Contractor must be put in default in writing.
Clause 2: The delivery time commences on the latest of the following dates:
A. The day the agreement is established.
B. The day the Contractor receives the necessary documents, data, permits, etc., for executing the agreement.
C. The day the Contractor receives any advance payment that the Client is required to make under the agreement.
Clause 3: If the Contractor is instructed to supply products specifically processed or assembled for the Client, the Client is required to provide directly reproducible material of good and durable quality.
Clause 4: The Contractor is only obligated to send a proof/sample for approval to the Client if this has been explicitly requested in writing before placing the order. In such a case, the Contractor commits to providing a proof/sample to the Client within five weeks after receiving the order, or – if materials to be reproduced are provided – after receiving those materials. The proof/sample is considered approved if the Client does not provide written notice to the contrary within five business days after the proof/sample has been sent to them.
Clause 5: The Contractor always reserves the right to determine that certain articles will only be supplied in certain minimum quantities.
Clause 6: The Contractor reserves the right, in the case of products specifically assembled for the Client, to deliver and invoice a maximum of 10% more or less than the agreed quantity.
Clause 7: Partial shipment of goods by the Contractor is allowed, following prior consultation, whereby each shipment is payable separately.
Clause 8: Unless otherwise agreed in writing, and notwithstanding the provisions regarding prices, the prices quoted by the Contractor are based on delivery ex-works, warehouse, or other storage location, exclusive of VAT, import duties, or other taxes, levies, or obligations, and exclusive of loading and unloading, transport, and insurance costs.
Clause 9: Unless otherwise agreed in writing, delivery of goods shall take place ex-warehouse, in which case the goods are deemed to have been delivered by the Contractor and accepted by the Client as soon as the goods have been offered to the Client and/or loaded onto the means of transport.
Clause 10: Unless otherwise agreed in writing, transport is at the Client's risk and expense, even if the carrier has explicitly stated that all transport documents should specify that all transport-related damages are at the sender's risk.
Clause 11: If the Contractor provides samples to the Client, the Client is obliged to return the samples undamaged and in their original packaging within fourteen days of receipt at the Contractor's expense.
Clause 12: If the Contractor shows or provides a model, sample, or example, this is only by way of indication: the properties of the goods to be delivered may deviate from the model, sample, or example.

 

Article 6. Advisory Services and Confidentiality.

Clause 1: The Contractor undertakes to execute any assignment given by the Client with due care and will, upon request, inform the Client in advance about the methods used. Within the boundaries of the agreement, the Contractor will make every effort to meet the Client's wishes regarding the quality of the (advisory) services provided.
Clause 2: The Contractor is authorized to use third-party services for executing the agreement and is not liable for shortcomings of third parties it engages. The Contractor is authorized by the Client to accept any liability limitations from third parties on behalf of the Client.
Clause 3: Both parties are obligated to maintain the confidentiality of all confidential data and/or information obtained from each other or from other sources within the framework of their agreement, even after the relationship has ended. Information is considered confidential if the other party has indicated this or if this results from the nature of the information. The mutual data and/or information provided will only be used for the purposes for which they were provided.
Clause 4: If a party is required to provide confidential data and/or information to third parties designated by law or the competent court under a legal provision or a court ruling, and this party cannot invoke a legal, or a court-recognized or permitted, right of non-disclosure, then this party is not obligated to pay compensation, and the other party is not entitled to terminate the agreement due to any resulting damage.

 

Article 7. Force Majeure.

Clause 1: If delivery is wholly or partially prevented due to force majeure, the Contractor is entitled to suspend the delivery or terminate the agreement, as far as it has not been executed, in whole or in part, and to demand payment for the portions that have been executed, all without being liable to pay any compensation to the Client.
Clause 2: In these general sales and delivery conditions, force majeure is defined as any circumstance beyond the control of the Contractor – even if it was foreseeable at the time of entering into the agreement – that permanently or temporarily prevents the fulfillment of the agreement, as well as, if not already included, war, risk of war, civil war, riots, strikes, worker lockouts, transportation difficulties, fire and/or severe disruptions in the Contractor's business or that of its suppliers.

 

Article 8. Complaints.

Clause 1: Complaints regarding visible defects must be submitted in writing within eight days after the delivery of the goods, failing which the Contractor is not liable for any compensation.
Clause 2: Complaints regarding non-visible defects must be submitted in writing within eight days of discovery and no later than three months after the delivery of the goods, which period shall be considered as a time limit.
Clause 3: Complaints regarding the amount of the invoices sent by the Contractor must be reported in writing within eight days of the invoice date, which period shall be considered a time limit.
Clause 4: The provisions of the previous clauses apply only to the extent that and to the extent that the third-party Contractor of such services, goods, and/or materials has given a warranty to the Contractor.
Clause 5: Goods recognized by the Contractor as defective will either be replaced or credited at the purchase price, excluding any other form of (additional) compensation obligation.
Clause 6: Returns may only be made after written approval from the Contractor but are at the Client's expense and risk and do not imply any acknowledgment of liability.

 

Article 9. Retention of Title.

Clause 1: The Contractor retains ownership of all goods delivered to the Client until the purchase price for all these goods has been fully paid.
Clause 2: If the Contractor performs work for the Client in connection with the agreement concluded with the Client, the reserved ownership also applies until the Client has fully paid this claim to the Contractor.
Clause 3: The retention of title also applies to claims that the Contractor may have against the Client due to the Client's failure to meet any of its obligations towards the Contractor.
Clause 4: As long as ownership of the delivered goods has not passed to the Client, the Client may not pledge or grant any other right to a third party, except as part of the normal conduct of its business, where the Client is obligated to stipulate a retention of title from its buyers in case of credit sales, in accordance with the provisions of this article.
Clause 5: The Client undertakes not to transfer or pledge claims it has against its buyers to third parties and further undertakes to pledge the said claims to the Contractor as soon as the Contractor expresses its desire to do so, in the manner indicated in Article 3: 239 of the Dutch Civil Code, as additional security for its claims against the Client.
Clause 6: If the Client fails to meet its payment obligations towards the Contractor, or if there is a well-founded fear that it will not fulfill those obligations, the Contractor is entitled to repossess the goods delivered under retention of title. After repossession, the Client will be credited for the market value, which shall never exceed the original purchase price minus the costs incurred for the repossession.

 

Article 10. Payment and Default.

Clause 1: Unless otherwise agreed in writing and notwithstanding the provisions of the next clause, payments to the Contractor must be made without discount within 14 days after the invoice date using a payment method indicated by the Contractor, which period is considered a final deadline.
Clause 2: Unless explicitly agreed otherwise, all payments by the Client, however made, will first be applied to reduce the costs, then to reduce the accrued interest, and finally to reduce the principal of the oldest outstanding invoices.
Clause 3: Set-off or other forms of compensation are never allowed without an explicit written agreement.
Clause 4: The Contractor is entitled at all times to require sufficient advance payment or security for the fulfillment of the Client's payment obligations before delivering or continuing the delivery, whereby the Contractor is entitled to suspend further deliveries if the Client fails to comply with this demand, even if a fixed delivery time has been agreed, without prejudice to the right of the Contractor to claim compensation for damages due to the delay or non-performance of the agreement.
Clause 5: If the Client fails to pay within the agreed period, it is in default by operation of law, and the Contractor is entitled, without any notice of default, to charge interest of 2% above the statutory interest with a minimum interest rate of 12% per year on the unpaid invoice or invoices from the due date.
Clause 6: All out-of-court collection costs incurred by the Contractor shall be borne by the Client and will be calculated in proportion to the outstanding amount as indicated below, provided that these will be at least €70. The out-of-court collection costs are calculated over the principal sum as follows:
on the first €3,000, 15%
on the excess up to €6,000, 10%
on the excess up to €15,000, 8%
on the excess up to €60,000, 5%
on the excess over €60,000, 3%
Clause 7: If the Client defaults, all claims that the Contractor has against the Client become immediately due and payable.

 

Article 11. Liability and Indemnification.

Clause 1: Except in cases of gross negligence or intent by the Contractor or senior subordinates of the Contractor, the Contractor is not liable for costs, damages, or interests resulting from acts or omissions of the aforementioned persons or other subordinates of the Contractor or persons employed by the Contractor to perform the agreement.
Clause 2: Any liability of the Contractor for business interruption or other indirect damage is expressly excluded.
Clause 3: Any advice provided by the Contractor is given to the best of its knowledge. However, the Contractor does not accept any liability for the advice provided. Any advice given does not release the Client from its obligation to conduct its own investigation into the suitability of the goods and/or services to be delivered for the intended purpose.
Clause 4: The Client indemnifies the Contractor against claims and/or demands from third parties, including employees, customers, and suppliers of the Client, concerning damage related to goods and services delivered by the Contractor. The remaining liability is limited to the amount paid out in the relevant case under the professional liability insurance taken out by the Contractor.
Clause 5: The Client indemnifies the Contractor against claims from third parties that are related to or arise from intellectual property rights concerning the goods and services mentioned in the preceding clauses.

 

Article 12. Cancellation.

Clause 1: Cancellations must always be made in writing and require the Contractor's consent, to which the Contractor may attach conditions.
Clause 2: In the event of unilateral cancellation of the agreement by the Client that is not permitted by these terms and conditions, the Client is liable for compensation for the costs incurred and the loss of profit.
Clause 3: If the Client refuses to accept the goods and/or information after being offered by the Contractor, the order is deemed to have been canceled, and the provisions of the previous clause apply.

 

Article 13. Intellectual Property Rights.

Clause 1: All intellectual property rights concerning advice, goods, drawings, sketches, diagrams, samples, models, tools, etc., used by the Contractor remain with the Contractor. Except with the Contractor's prior written permission, the aforementioned advice, goods, etc., may not be used by the Client for any purpose other than the execution of the agreement between the Contractor and the Client.
Clause 2: The Client must inform the Contractor within two business days if a third party claims that products delivered or advice provided by the Contractor infringe upon the intellectual property rights of (those) third parties.
Clause 3: In such cases, only the Contractor is authorized to defend against such claims on behalf of the Client or to take legal action against the third party. The Client must refrain from any such measures, as far as can reasonably be expected. In all cases, the Contractor will cooperate with the Client.
Clause 4: The Client indemnifies the Contractor against claims from third parties related to or arising from intellectual property rights concerning the goods and services mentioned in the preceding clauses.

 

Article 14. Disputes / Applicable Law.

Clause 1: Dutch law applies to all agreements to which these terms and conditions are fully or partially applicable.
Clause 2: Any disputes arising from these terms and conditions or any related agreement will be settled by the competent court of the Court of The Hague, unless and where this is not permitted under mandatory legal rules.
Clause 3: Unless otherwise explicitly agreed in writing, all legal claims to which these terms and conditions give rise shall lapse one year after the delivery date.