Terms and Conditions
Definitions In these general terms and conditions the following definitions apply: . Customer: the person who orders Products from the Supplier and/or with whom the Supplier is discussing or negotiating the conclusion of an Agreement; . Defect: Any deviation of the Products from the Specification and any other improper functioning of the Products or services provided; . PPP Disputes Committee: the Disputes Committee set up by the Platform Promotional Products association; . Delivery term: the term specified in the Agreement within which the Products must be delivered; . Supplier: the user of these general terms and conditions, in this case the members of the Platform Promotional Products association, who has a (pre-)contractual relationship with the Buyer; . Order: Any order from the Customer to the Supplier for the delivery of Products, in whatever form; . Agreement: any agreement concluded between the Supplier and the Customer, any amendment or addition thereto, as well as all (legal) acts in preparation and/or for the implementation of that agreement; . Products: All goods produced and/or delivered by or for the account of the Supplier for the implementation of an Order or Agreement, as well as - whether or not associated with this - services to be provided by the Supplier, including advice and creative expressions; . Specification: The description of Products ordered by the Customer, which is stated or referred to in the Order or the Agreement.
Applicability. Paragraph 1: Unless agreed otherwise in writing, these general terms and conditions apply to all offers and quotations from the Supplier and to every Agreement between the Supplier and the Customer. Paragraph 2: The applicability of any general (purchase) terms and conditions used by the Buyer is expressly rejected by the Supplier, unless the applicability thereof has been expressly accepted by the Supplier in writing.
Offers. Paragraph 1: All offers in whatever form are without obligation for the Supplier and must be regarded as a whole. If an offer contains a term for acceptance, this only means that the offer will in any case lapse after this term. Paragraph 2: All images, catalogues, drawings and more provided with the offer
data, such as measures, weights and quantities, are as accurate as possible. These statements are only binding insofar as this is expressly confirmed. Paragraph 3: All quotations and offers are based on performance of the Agreement under normal circumstances and during normal working hours. Paragraph 4: Agreements only come into effect if and insofar as they have been confirmed in writing by the Supplier or after the Supplier has commenced implementation. Paragraph 5: If no order confirmation has been sent due to circumstances, including the nature, size or urgency of the Order, the invoice will be regarded as order confirmation. Paragraph 6: Each Agreement is entered into by the Supplier under the suspensory condition that the Customer – at the sole discretion of the Supplier – proves to be sufficiently creditworthy for the financial performance thereof. Paragraph 7: All documents, models, samples or examples provided relating to offers made by the Supplier and/or the Agreement are and remain the property of the Supplier and may not be provided to third parties, made available for inspection, multiplied or reproduced without its written permission. counterfeited in any way. The Buyer is obliged to return these undamaged and, where applicable, in the original packaging, carriage paid, to the Supplier within fourteen days of a request made by the Supplier.
Prices. Paragraph 1: The price or prices stated in the offer are in euros, excluding VAT and/or other levies. Paragraph 2: Unless otherwise agreed, the price or prices stated in the offer are based on the price-determining factors applicable to the Supplier at the time of this offer, such as wages, cost prices of raw materials or materials and exchange rates. Price increases as a result of a change in one of these price-determining factors after the offer may be passed on by the Supplier to the Customer, even if the Agreement has already been concluded. Paragraph 3: If the application of the previous paragraph should lead to a price increase of 10% or more within a period of 3 months after entering into the Agreement, the Customer is entitled to terminate the Agreement within 7 working days after being informed of the price increase. by means of a registered letter, without being entitled to any compensation.
Delivery of processed Products. Paragraph 1: If the Supplier receives an order to deliver Products specially processed (or assembled) for the Customer, the Customer is obliged to supply material suitable for the processing process in sufficient quantities. As long as the Buyer has not fulfilled this obligation, the Supplier is entitled to suspend its obligations under the Agreement. Paragraph 2: The Supplier is only obliged to send a proof, model, sample or example to the Buyer in advance for approval if this has been stipulated in writing by the Buyer when entering into the Agreement. In that case, the Supplier undertakes to submit a proof, model, sample or example to the Buyer no later than two weeks after entering into the Agreement and after receipt of the materials to be processed, which shall be deemed to have been approved if not confirmed in writing within five working days. has been responded. Paragraph 3: All costs of the proof, model, sample or example will be charged separately and are not included in the agreed prices unless expressly agreed otherwise.
Advice work and product development. Paragraph 1: The Supplier can, if requested, act in an advisory capacity. The Supplier is entitled to charge this separately to the Customer, regardless of whether the advice relates to Products produced and/or delivered by or for the account of the Supplier under the Agreement. Paragraph 2: In the case of product development, advice for promotional products to be used, advice with regard to creative concepts, quotations for extensive projects with processed or non-processed products, national or international market research into specific products or product applications for products not specifically described, the Supplier is the provisions of paragraph 1 of this article apply in full.
Third Party Engagement. The Supplier is entitled to engage third parties in the performance of the Agreement. It is also entitled to transfer rights and obligations arising from the Agreement to third parties.
Deliveries and Delivery Times. Force of the majority. Paragraph 1: Delivery terms are approximate and can never be regarded as strict deadlines, unless expressly agreed otherwise. Delivery periods only commence once the Agreement has been concluded in accordance with Article 3, all information required for the implementation of the Agreement has been provided and payment by the Purchaser of the purchase price or the agreed term(s) has been made or the Supplier has made the payment. security has been provided. Paragraph 2: If the delivery is prevented in whole or in part due to force majeure, the Supplier is entitled to suspend delivery, as well as - in the event that the situation that causes force majeure lasts longer than three months or as soon as it is certain that it will last longer than three months – to dissolve the Agreement, insofar as it has not been performed, in whole or in part and to demand payment in respect of the parts that have been performed, all this without being obliged to pay any compensation to the Customer. Paragraph 3: Force majeure includes, but is not limited to, the case of fire, flood, strike, epidemics, (civil) war, terrorism, government measures, non (timely) availability of permits, trade embargoes, labor disturbances, power failure, business failures, shortcomings or unlawful behavior of supplier(s) and subcontractors of the Supplier or other third parties, including any defects in what they deliver to the Supplier, and the non-availability or insufficient availability of materials, transport, fuels, energy and labor power. Paragraph 4: Delivery takes place ex works, unless expressly agreed otherwise. Costs for transport and insurance are for the account of the Customer, even if it is agreed that the Supplier will take care of the transport. The transfer of the risk of the Products takes place at the time of delivery, as this must take place on the basis of these general terms and conditions. The transport takes place at the risk of the Buyer, even if the carrier has expressly stipulated that all transport documents must state that all damage resulting from the transport is at the expense and risk of the sender. Paragraph 5: In the event that the Supplier takes care of the transport, the Customer or a third party designated by it must report any transport damage immediately upon receipt, but no later than 12 hours after receipt of the Products, to the carrier or forwarding agent and send a copy thereof to the Supplier. . Paragraph 6: Products that have not been purchased by the Buyer or a third party designated by him after the Delivery Period has expired will be stored by the Supplier at the expense and risk of the Buyer. In the event of late delivery, the Supplier is entitled to terminate the Agreement after a period of 14 days after the Delivery Period has expired, without prejudice to the Supplier's right to compensation and without prejudice to the Supplier's right to sell the Products to third parties. Paragraph 7: If the Products deviate only to a minor degree in terms of colour, composition, weight, appearance, etc. from previously provided models, samples or examples or otherwise from what has been agreed, the Products in question will be deemed to comply with the Agreement. The Supplier is in any case deemed to have fulfilled its delivery obligations if the weight or number of the Products delivered does not deviate by more than 5% from what has been agreed. Paragraph 8: Sending Products in parts by the Supplier is permitted, whereby each shipment may be invoiced separately. Paragraph 9: The supplier is never liable for indirect or consequential damage, of the customer or of third parties. Indirect damage includes: reputational damage, loss of goodwill, loss of turnover/profit.
Commercials. Paragraph 1: The Customer is obliged to check the Products (or have them checked) for any Defects immediately after delivery. Paragraph 2: Complaints regarding Defects in the delivered Products must be submitted in writing and as soon as possible, but no later than eight days after delivery of the relevant Products, or within eight days after the discovery of the Defect, or at least within eight days after the Defect should reasonably have been discovered, to be made known to the Supplier. If this term is exceeded, the Customer is deemed to agree with (the quality of) the Products delivered and to have waived all rights and powers available to it under the law and/or the Agreement and these general terms and conditions. Paragraph 3: A complaint as referred to in the previous paragraph does not suspend the Customer's payment obligations. Paragraph 4: In the event that the Customer's complaint is justified in the opinion of the Supplier, the Supplier is, at its option, only obliged to deliver the missing, repair or replace the delivered Products or (partial) refund of the purchase price. Paragraph 5: Minor deviations and/or deviations that are customary in the industry, such as deviations as referred to in Article 8 paragraph 7 of these general terms and conditions, can never constitute grounds for complaints. Ground for complaint is only the deviation from the Specification approved by the Buyer.
Retention of title. Paragraph 1: All Products delivered to the Buyer remain the property of the Supplier, but are for the account and risk of the Buyer from the moment of delivery, until all amounts due under the Agreement, as well as the claims due to the Buyer's failure to comply with this or another agreement, have been settled. (and), including interest and collection costs, have been paid in full by the Customer. Paragraph 2: As long as the ownership of the delivered Products has not passed to the Customer, the Customer is not permitted to process the Products, to transfer them beyond its actual control, to alienate, pledge or otherwise encumber them, and it will also take all appropriate measures. to separate these Products and to keep them separate from the other items present at the Customer and to do everything necessary to prevent mixing, accession or fact formation. Paragraph 3: The Customer undertakes not to assign or pledge 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 the wish to do so in the manner indicated in art. . 3: 239 of the Dutch Civil Code as additional security for its claims against the Customer for whatever reason. Paragraph 4: The Customer is obliged to inform third parties who wish to recover from the Products delivered by the Supplier in writing of the Supplier's ownership right. The Customer must immediately inform the Supplier of this in writing. Paragraph 5: If the Buyer fails to fulfill its obligations or, if the Supplier has good reason to fear that the Buyer will fail to fulfill its obligations, the Supplier may invoke its retention of title, in which case the Buyer is obliged, upon request, to immediately and free of charge to bring the delivered Products under the effective control of the Supplier. The Supplier is furthermore entitled to retrieve these Products from the place where they are located at the expense of the Buyer. The Customer hereby grants the Supplier irrevocable authorization to enter (or cause to be) entered the areas used by or for the Customer for this purpose. After repossession, the Customer will be credited for the market value, which will under no circumstances exceed the original purchase price, less the costs of the repossession and damage suffered by the Supplier.
Payment. Paragraph 1: Unless agreed otherwise in writing and without prejudice to the provisions of the following paragraph, payments to the Supplier must be made in euros, either net cash,
either at the offices of the Supplier by means of a transfer to or deposit into a bank or giro account to be designated by the Supplier, at the choice of the Supplier, always within 14 days of the invoice date. The Supplier is entitled to invoice electronically, with which the Customer now already agrees. Paragraph 2: Debt set-off or other forms of set-off are never permitted without an express written agreement. Paragraph 3: The Supplier is at all times entitled before delivering, or continuing with the delivery, to demand sufficient advance payment or security for the fulfillment of the payment obligations from the Customer, in which case the Supplier is entitled to suspend further deliveries if the Customer does not comply with this request, even if a fixed delivery time has been agreed, all this without prejudice to the Supplier's right to claim compensation for damage due to late or non-performance of the Agreement. Paragraph 4: If the Customer has not paid what it owes under the Agreement within the agreed term, it will be in default by operation of law and the Supplier will be entitled, without any notice of default being required, to charge him interest from the due date of the unpaid invoice or invoices. charge an amount of 2% above the statutory commercial interest with a minimum interest rate of 12% per annum on the invoice amount, without prejudice to all other rights accruing to the Supplier. Paragraph 5: All judicial and extrajudicial costs to be incurred by the Supplier to collect the invoice amount, always including the fees of third parties engaged by the Supplier, shall be borne by the Customer. The Customer owes a minimum of 10% of the principal sum for the extrajudicial costs, with an absolute minimum of € 250.00. Paragraph 6: If the Customer is in default with regard to its obligations under the Agreement or these general terms and conditions, all payment obligations of the Customer to the Supplier, regardless of whether or not an invoice has already been invoiced, will become immediately due and payable from that moment on.
Intellectual and industrial property rights. Confidentiality. Paragraph 1: All intellectual and industrial property rights (including trademark rights, design rights and patents) on all designs, drawings, models, samples and examples (hereinafter: “the Information”) made available or developed under the Agreement are vested exclusively in the Supplier, unless expressly agreed otherwise. Paragraph 2: The Customer is not entitled to use the Information referred to in the previous paragraph other than for the purpose of using the Products to which they relate as provided for in the Agreement. Paragraph 3: The Customer will observe confidentiality with regard to all Information, Specifications, all business information and know-how concerning and originating from the Supplier made available to the Customer for the implementation of the Agreement. If requested, the Customer must immediately transfer the confidential information as well as all copies or other multiplications thereof to the Supplier.
Infringement of Third Party Rights. Paragraph 1: If it is irrevocably established by a competent court in legal proceedings against the Supplier that a Product supplied by the Supplier infringes an intellectual or industrial property right of a third party, the Supplier shall, at its option, replace the relevant item with a Product that does not infringes the relevant right, seeks to acquire a right of use in this respect or refund the Customer the price paid for that Product, less a reasonable depreciation. Paragraph 2: In the event of replacement or reimbursement, the Supplier is entitled to attach the condition of return of the originally delivered Products. Paragraph 3: With regard to any infringement of rights of third parties, the Supplier has no obligation other than the replacement, acquisition or repayment obligation referred to in the first paragraph. Paragraph 4: If an Order is executed according to design, drawings, recipes, Specifications or instructions provided by or on behalf of the Customer, or if use is made of goods to be provided by or on behalf of the Customer, the Customer cannot claim the aforementioned in this article. and the Customer indemnifies the Supplier against all claims related to alleged infringements of intellectual or industrial property rights of third parties.
Liability. Paragraph 1: The Supplier only accepts liability if: – the damage is a direct result of intent or gross negligence on the part of the Supplier or managerial subordinates of the Supplier; – the damage is the direct result of a demonstrable Defect in the Products produced and/or delivered by the Supplier, insofar as these do not offer the safety that one may expect, taking all circumstances into account. Paragraph 2: The Supplier accepts no liability whatsoever for the improper placement of the company logo and/or company name on the Buyer's items, other processing of the Buyer's items and/or the delivery of Products, if and insofar as the Defect is the result of inaccuracy, or imperfections in the design provided by the Customer to the Supplier, as well as for infringements by the design of the rights of third parties. Paragraph 3: The total liability of the Supplier due to an attributable shortcoming in the fulfillment of the Agreement is in any case limited to compensation for the material and direct damage up to a maximum of the amount of the price (excluding VAT) stipulated separately for the relevant Products. Paragraph 4: For the damage described above, the Supplier in any case accepts no liability for that damage in respect of which its insurer does not make a payment (on request, the Supplier will provide the Customer with a copy of the relevant insurance agreement). Furthermore, the total liability of the Supplier will never exceed the amount of € 50,000 in total per event. Paragraph 5: The Supplier can only be held liable for direct or indirect damage for which it has expressly accepted liability in these Conditions. Paragraph 6: The Customer indemnifies the Supplier against all claims from third parties who claim to have suffered damage as a result of a Defect in an item delivered by the Customer to a third party and which (partly) consisted of items delivered by the Supplier, except if and insofar as The Customer proves that the damage was exclusively caused by the Products delivered by the Supplier. Paragraph 7: In the event of force majeure as referred to in Article 8 paragraph 3 of these general terms and conditions, the Supplier is never liable for any damage whatsoever. Paragraph 8: Insofar as not expressly agreed otherwise in writing, all legal claims based on the Agreement and these general terms and conditions lapse after one year after the delivery date.
Return of rented and loaned items. Paragraph 1: If the Supplier has rented out and/or loaned goods to the Customer during the performance of the Agreement, whether or not against payment, the Customer is obliged to return these goods to the original condition immediately after termination of the Agreement, for whatever reason. condition, free of defects and to be returned in full. The aforementioned term is to be regarded as a strict deadline. Paragraph 2: If the Customer, for whatever reason, does not comply with the obligation referred to in paragraph 1, the Supplier has the right to recover the resulting damage and costs, including the costs of replacement and loss of rental income, from the Customer, without prejudice to all other Supplier accruing rights.
Dissolution. Paragraph 1: If the Customer does not fulfill one of its obligations towards the Supplier, or does not do so on time or properly, applies for suspension of payment, becomes bankrupt or terminates its business, in the event of a legal merger or if a substantial part of the control if the Buyer changes hands, all invoices are immediately due and payable and the Supplier is entitled – without judicial intervention and/or further notice of default being required – to dissolve (all) Agreements concluded with the Buyer in whole or in part by means of a written statement and the Supplier is entitled to compensation for all direct, indirect and consequential damages, including lost profits, without prejudice to other legal rights it is entitled to. Paragraph 2: If the Supplier fails to fulfill its obligations, or fails to do so on time or properly, even after a written reminder to that effect, the Buyer may dissolve the defective part of the Agreement, without however being able to claim compensation for termination damage, whereby the provisions of Article 10 of these general terms and conditions with regard to the retention of title remains expressly in force.
Processing Personal Data. Paragraph 1: If the Customer provides the Supplier with personal data necessary for the performance of the agreement, the Customer remains the Responsible Party for the data processing as referred to in Article 1 under the Personal Data Protection Act. Paragraph 2: Supplier will take the necessary technical and organizational measures to protect the processing of personal data against loss or unlawful processing. In the measures to be taken, the Supplier will take into account the interests of the Customer to be protected and the nature of the personal data processed by the Supplier on behalf of the Customer. Paragraph 3: After completion of the agreement, the Supplier will, on the instructions of the Customer, destroy the personal data that the Supplier has obtained in the context of the performance of the agreement, unless the Customer disputes the services provided.
Disputes/Governing Law/Choice of Forum. Paragraph 1: These general terms and conditions and all offers and Agreements to which these general terms and conditions apply are governed exclusively by Dutch law. The UN Convention on International Sales Contracts (often referred to as the Vienna Sales Convention) does not apply. Paragraph 2: All disputes that arise between the Supplier and the Customer about the performance of the Agreement can be jointly submitted by the Supplier and the Customer to the PPP Disputes Committee, which will issue a binding recommendation for the parties. Paragraph 3: All disputes arising between the Supplier and the Customer about the performance of the Agreement will, unless the dispute has already been decided by the PPP Disputes Committee, be settled exclusively by the competent court.
Other provisions. Paragraph 1: These general terms and conditions are available in the Dutch language. Paragraph 2: These general terms and conditions can be changed by the Supplier (at least by the Promotional Products Platform). Changes will be announced by the Supplier to the Customer in writing and will take effect thirty (30) days after the announcement, unless a different date is indicated in the announcement. The Customer now already agrees with the content and applicability of the then amended general terms and conditions from the moment of the date of entry into force indicated in the announcement. Paragraph 3: If a provision of the Agreement or these general terms and conditions proves to be void or otherwise unenforceable, this will not affect the validity of the other provisions of the Agreement and the general terms and conditions. In that case, the Supplier has the right to replace it with a provision that approaches the purpose and purport of the void/nullified or unenforceable provision as closely as possible.