General Terms and Conditions

Filed with the Chamber of Commerce in Leiden no. 55839649

 

Article 1. Definition

Paragraph 1: In these general terms and conditions, the following is understood to mean:
- Contractor: the user of these general terms and conditions
- Client: the party who is in a (pre-)contractual relationship with the Contractor.
Paragraph 2: Wherever reference is made to “goods” in these general terms and conditions, this shall be understood to include both the items to be delivered by the Contractor and the services to be delivered by it, including advice and creative expressions.
Paragraph 3: Wherever reference is made in these general terms and conditions, or in the agreement concluded between the Contractor and the Client, reference is made to an internationally defined clause (e.g.: C.O.D., ex-works, C.I.F., etc.) such a clause shall be understood in the sense of the Incoterms 2000 published by the International Chamber of Commerce.

 

Article 2 Applicability

Paragraph 1: Unless otherwise agreed in writing, these general terms and conditions of sale and delivery apply to every obligation between the Contractor and the Client.
Paragraph 2: The provisions of the preceding paragraph also apply to (further or supplementary) agreements between the Contractor and the Client in which the applicability of these general terms and conditions of sale and delivery has not been further (expressly) invoked. .

 

Article 3 Offers

Paragraph 1: All offers made by the Contractor, in whatever form, are without obligation for the Contractor, unless they contain a period for acceptance by the Client and are accepted by the Client in writing within this period.
Paragraph 2: Even after acceptance in the sense of the previous paragraph, the Contractor has the right to revoke the offer within two days after receipt of such acceptance without liability for damages.
Paragraph 3: Images, catalogues, and drawings provided by or to the Contractor are subject to change and do not bind the Contractor.

 

Article 4 Prices

Paragraph 1: Unless otherwise agreed in writing, all quotations are subject to price changes.
Paragraph 2: Unless otherwise agreed in writing, the Contractor's prices are exclusive of VAT and other taxes, levies, and fees imposed by the government.
Paragraph 3: All costs of printing or related matters are charged separately and are not included in the agreed prices unless expressly agreed otherwise.
Paragraph 4: If, after acceptance of an assignment or during the execution of the agreement, any increase occurs in price-determining factors over which the Contractor cannot reasonably exercise influence, including depreciation of agreed means of payment, the Contractor is entitled to adjust the agreed price accordingly, even if this was foreseeable at the time of concluding the agreement.
Paragraph 5: In the event of product development, advice regarding promotional products to be applied, advice regarding creative concepts, quotations for extensive projects involving printed or unprinted products, national or international market research into specific products, or product requests for products that are not concretely described, the Client in all cases not involving the delivery of concretely described goods is liable to pay a fee equal to an hourly rate or fixed rate to be agreed upon in advance between the parties.

 

Article 5 Delivery

Paragraph 1: Stated delivery times shall never be regarded as a firm deadline, unless expressly agreed otherwise. In the event of late delivery, the Contractor must therefore be notified of default in writing.
Paragraph 2: The delivery time commences on the latest of the following dates:
A. the day of conclusion of the agreement.
B. the day of receipt by the Contractor of the documents, data, permits, and the like necessary for the execution of the agreement.
C. the day of receipt by the Contractor of any amount that the Client is required to pay in advance pursuant to the agreement.
Paragraph 3: In the event that the Contractor receives an order for the delivery of products specially processed or assembled for the benefit of the Client, the Client is obliged to supply directly reproducible material of good and durable quality.
Paragraph 4: The Contractor is only obliged to send a proof/sample to the Client for approval in advance if this has been stipulated in writing by the Client prior to placing the order. In that case, the Contractor undertakes, no later than five weeks after receipt of the order for that purpose and in the event that materials to be reproduced are sent after receipt of those materials, to submit a proof/sample to the Client, which proof/sample shall be deemed to have been approved unless written notice to the contrary is given within five working days after the date on which the proof/sample was sent to the Client.
Paragraph 5: The Contractor has the right at all times to determine that certain articles shall be delivered only in certain minimum quantities.
Paragraph 6: The Contractor reserves the right, in the case of products specially assembled for the Client, to deliver and invoice a maximum of 10% more or less than the agreed quantity.
Paragraph 7: The sending of goods in installments by the Contractor is permitted after prior consultation, whereby each shipment is payable separately.
Paragraph 8: Unless otherwise agreed in writing, and without prejudice to the provisions regarding prices stated above, the prices quoted by the Contractor are based on delivery ex works, warehouse or other storage location, excluding sales tax, import duties or other taxes, levies or obligations and excluding the costs of loading and unloading, transport and insurance.
Paragraph 9: Unless otherwise agreed in writing, delivery of goods shall take place ex warehouse, in which case the goods shall be deemed to have been delivered by the Contractor and accepted by the Client as soon as the goods are offered to the Client and/or as soon as the goods are loaded into or onto the means of transport.
Paragraph 10: Unless otherwise agreed in writing, transport shall take place at the risk and expense of the Client, even if the carrier has expressly stipulated that all transport documents must state that all damage resulting from the transport is for the account and risk of the sender.
Paragraph 11: If the Contractor makes samples available to the Client, the Client is obliged to return the samples to the Contractor undamaged and in their original packaging, carriage paid, within fourteen days of receipt.
Paragraph 12: If the Contractor shows or provides a model, sample, or example, this is done merely by way of indication: the characteristics of the goods to be delivered may differ from the sample, model, or example.

 

Article 6 Advisory Services and Confidentiality

Paragraph 1: The Contractor undertakes to execute an assignment given by the Client in a careful manner and will, upon request, inform the Client in advance about the method of work. Within the limits of the agreement, the Contractor shall make every effort to meet the wishes of the Client with regarding the quality of the (advisory) services to be performed.
Paragraph 2: The Contractor is authorized to make use of the services of third parties in the execution of the agreement and is not liable in doing so for shortcomings of third parties engaged by it. The Contractor is authorized by the Client to accept any limitations of liability of third parties on behalf of the Client.
Paragraph 3: Both parties are obliged to maintain confidentiality regarding all confidential data and/or information that they have obtained from each other or from other sources in the context of their agreement, even after termination of the relationship. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of that information. The data and/or information exchanged between the parties shall be used by the parties exclusively for the purposes for which they were provided.
Paragraph 4: If a party is obliged, pursuant to a statutory provision or a court ruling, to provide confidential data and/or information to third parties designated by law or by the competent court, and this party cannot invoke a statutory right of exemption or a right of exemption recognized or permitted by the competent court in this regard, then this party shall not be liable for damages or compensation, and the other party shall not be entitled to dissolve the agreement on the basis of any damage arising therefrom.

 

Article 7 Force Majeure

Paragraph 1: If delivery is wholly or partially prevented by force majeure, the Contractor is entitled to suspend delivery, or to dissolve the agreement in whole or in part to the extent not performed, and to demand payment in respect of the parts that have been performed, all without being obliged to pay any compensation to the Client.
Paragraph 2: In these general terms and conditions of sale and delivery, force majeure is understood to mean any circumstance independent of the will of the Contractor – even if this was already foreseeable at the time the agreement was concluded – that permanently or temporarily prevents performance of the agreement, as well as, insofar as not already included therein, war, threat of war, civil war, riot, strike, lockout, transport difficulties, fire and/or serious disruptions in the business of the Contractor or of its Subcontractors.

 

Article 8 Complaints.

Paragraph 1: Complaints regarding externally visible defects must be made in writing within eight days after delivery of the goods, exceeding which the Contractor shall not be obliged to pay any form of compensation.
Paragraph 2: Complaints regarding defects that are not externally visible must be made in writing within eight days after discovery, up to a maximum of three months after delivery of the goods, which period shall be considered a forfeiture period.
Paragraph 3: Complaints regarding the amount of the invoices sent by the Contractor must be reported in writing within eight days after the invoice date, which period shall be considered a forfeiture period.
Paragraph 4: For services, goods, and/or raw materials supplied by the Contractor but obtained by it from third parties, the provisions of the preceding paragraphs apply only insofar and to the extent that the third-party Contractor of those services, goods, and/or raw materials has given a guarantee to the Contractor.
Paragraph 5: Goods acknowledged by the Contractor as defective shall either be replaced by him or credited in the purchase amount, excluding any other form of (additional) obligation to pay damages. Paragraph 6: Returns may only be made after written approval by the Contractor, but are at the expense and risk of the Client and never imply any acknowledgment of liability.

 

Article 9 Retention of Title

Paragraph 1: The Contractor retains title to all goods delivered by it to the Client until the purchase price for all such goods has been paid in full.
Paragraph 2: If the Contractor performs work for the benefit of the Client that is to be reimbursed within the framework of the agreement concluded with the Client, the retention of title shall also apply until the Client has fully settled this claim of the Contractor as well.
Paragraph 3: The retention of title shall also apply with respect to claims that the Contractor may acquire against the Client due to the Client's failure to fulfill one or more of its obligations towards the Contractor.
Paragraph 4: As long as ownership of the delivered goods has not passed to the Client, the Client may not pledge the goods or grant any other right thereon to a third party other than in the context of the normal conduct of its business, whereby the Client undertakes, in the event of sale on credit, to stipulate a retention of title from its customers in accordance with the provisions of this article.
Paragraph 5: The Client undertakes not to assign or pledge to third parties any claims it acquires against its customers and further undertakes, as soon as the Contractor expresses the wish to do so, to pledge said claims to the Contractor in the manner indicated in Art. 3:239 of the Dutch Civil Code as additional security for its claims against the Client arising from any cause whatsoever.
Paragraph 6: If the Client has good grounds to fear that it will default in the fulfillment of its payment obligations towards the Contractor, the Contractor is entitled to take back the goods delivered under retention of title. After repossession, the Client shall be credited for the market value, which shall in no case be higher than the original purchase price less the costs incurred in the repossession.

 

Article 10 Payment and Breach of Contract

Paragraph 1: Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraph, payments to the Contractor shall be made without discount within 14 days after the invoice date in a manner of payment indicated by the Contractor, which period shall be considered a strict deadline.
Paragraph 2: Unless expressly agreed otherwise, all payments made by the Client, however performed, shall be applied in the first place to the costs, subsequently to the accrued interest, and finally to the principal amount of the oldest invoices remaining unpaid.
Paragraph 3: Set-off or other forms of offsetting are never permitted without express written agreement.
Paragraph 4: The Contractor is at all times entitled, prior to delivery or prior to proceeding with delivery, to require, in its judgment, sufficient prepayment or security for the fulfillment of the Client's payment obligations, whereby the Contractor is entitled to suspend further deliveries if the Client fails to comply with this requirement, even if a fixed delivery time has been agreed upon, all this without prejudice to the Contractor's right to claim compensation for damages due to late or non-performance of the agreement.
Paragraph 5: If the Client fails to pay within the agreed term, he shall be in default by operation of law and the Contractor shall have 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 the statutory interest rate, with a minimum interest rate of 12% per year on the invoice amount.
Paragraph 6: All extrajudicial collection costs to be incurred by the Contractor shall be borne by the Client and shall be calculated pro rata to the outstanding amount in the manner indicated below, provided that these shall amount to a minimum of € 70.00. The extrajudicial collection costs shall be calculated on the principal sum to be claimed as follows: on the first € 3,000.00 15%
on the amount exceeding € 3,000.00 up to € 6,000.00 10%
on the amount exceeding € 6,000.00 up to € 15,000.00 8%
on the amount exceeding € 15,000.00 up to € 60,000.00 5%
on the amount exceeding € 60,000.00 3%
Paragraph 7: If the Client defaults, all claims outstanding with the Contractor against the Client shall become immediately due and payable from that moment onwards.

 

Article 11 Liability and Indemnification

Paragraph 1: Except in cases of gross negligence or willful misconduct on the part of the Contractor or managerial subordinates of the Contractor, the Contractor shall not be liable for costs, damages, or interest arising as a result of acts or omissions of the aforementioned persons or of other subordinates of the Contractor, or of persons employed by the Contractor for the execution of the agreement.
Paragraph 2: Any liability of the Contractor for business losses or other indirect damages is expressly excluded.
Paragraph 3: Any advice provided by the Contractor is given to the best of its knowledge. However, the Contractor accepts no liability for advice provided. Advice provided does not relieve the Client of the obligation to conduct its own investigation into the suitability of the goods to be delivered and/or services to be performed for the intended purpose.
Paragraph 4: The Client indemnifies the Contractor against claims and/or demands from third parties – including personnel, customers, and suppliers of the Client – in respect of damage related to goods and services supplied by the Contractor. Other liability is limited to the amount paid out in the relevant case under the professional liability insurance taken out by the Contractor.
Paragraph 5: The Client indemnifies the Contractor against claims from third parties relating to or arising from intellectual property rights with respect to the goods and services mentioned in the preceding paragraphs.

 

Article 12 Cancellation

Paragraph 1: Cancellations must be made in writing at all times and require the consent of the Contractor, to which consent the Contractor may attach conditions.
Paragraph 2: In the event of unilateral cancellation of the agreement by the Client that is not permitted by these terms and conditions, the Client shall owe compensation for incurred costs and lost profits.
Paragraph 3: In the event that the Client refuses to accept the goods and/or data to be delivered after an offer by the Contractor, the order shall be deemed to have been cancelled and the provisions of the previous paragraph shall apply accordingly. .

 

Article 13 Intellectual Property Rights

Paragraph 1: All intellectual property rights relating to advice, items, drawings, sketches, diagrams, samples,models, tools, etc. used by the Contractor shall (continue to) vest in the Contractor. Except with the prior written consent of the Contractor, the aforementioned advice, items, etc. may not be used by the Client for any purpose other than the execution of the agreement between the Contractor and the Client.
Paragraph 2: The Client shall notify the Contractor within two working days after a third party claims that products delivered or advice provided by the Contractor infringe upon the intellectual property rights of (those) third parties.
Paragraph 3: In the event of such a claim, only the Contractor is authorized to defend against it on behalf of the Client or to take legal action against that third party. The Client shall refrain from all such measures, insofar as this can reasonably be expected of him. In all cases, the Contractor shall provide his cooperation to the Client.
Paragraph 4: The Client indemnifies the Contractor against claims from third parties relating to or arising from intellectual property rights with respect to the goods and services mentioned in the preceding paragraphs.

 

Article 14 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: All disputes that may arise in connection with these terms and conditions or any related agreement shall be settled by the competent court of the District Court in The Hague, unless and insofar as this is not permitted pursuant to mandatory legal rules.
Paragraph 3: Unless otherwise expressly agreed in writing, all legal claims to which these general terms and conditions give rise for the Client shall lapse after the expiration of one year from the date of delivery.