General terms and conditions

Paragraph 1: All offers in whatever form are without obligation for the Supplier and are to be taken as a whole. If an offer contains a deadline for acceptance, this shall only imply that the offer has lapsed in any case after this deadline.

Paragraph 2: All illustrations, catalogues, drawings and further data provided with the offer, such as sizes, weights and quantities, are as accurate as possible. These specifications are only binding insofar as they are expressly confirmed.

Paragraph 3: All quotations and offers are based on performance of the Agreement under normal conditions and during normal working hours.

Paragraph 4: The content of the website and the offer is compiled with the greatest care. However, Supplier cannot guarantee that all information on the website is correct and complete at all times. All prices, the offer and other information on the website and in other materials originating from Supplier are therefore 'subject to.'

Paragraph 1: The Agreement shall come into effect at the moment of acceptance by the Customer of the offer and fulfilment of the conditions set out therein or after the Supplier has commenced performance following statements by the Customer. If due to circumstances, including the nature, scope or urgency of the Order, no order confirmation has been sent, the invoice shall be regarded as order confirmation.

Paragraph 2: If the Customer has accepted the offer electronically, the Supplier shall immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by the Supplier, the Customer may dissolve the agreement.

Paragraph 3: If an offer is accepted by the Customer, the Supplier has the right to still revoke the offer within 3 (three) working days after receipt of the acceptance. The Supplier shall notify such a revocation to the Customer without delay.

Paragraph 4: If the agreement is concluded electronically, the Supplier shall take appropriate technical and organisational measures to secure the electronic transfer of data and shall ensure a secure web environment. If the Customer can pay electronically, the Supplier shall observe appropriate security measures for this purpose.

Paragraph 5: If it appears that incorrect data were provided by the Customer when accepting or otherwise entering into the agreement, the Supplier shall be entitled to fulfil its obligation only after the correct data have been received.

Paragraph 6: The Supplier may - within legal frameworks - find out whether the Customer can fulfil his payment obligations, as well as all those facts and factors which are important for a responsible conclusion of the distance contract. If the Supplier has good grounds on the basis of this investigation not to enter into the agreement, he is entitled to refuse an order or application or to attach special conditions to the execution. The Supplier who, on the basis of the investigation, refuses the application or attaches special conditions to it, shall notify the Customer thereof as soon as possible but at the latest within 3 days after the conclusion of the agreement, stating reasons.

Paragraph 7: All documents, supplied models, samples or examples 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 copied in any way whatsoever without the Supplier's written permission. The Customer is obliged to return them to the Supplier carriage paid, undamaged and, if applicable, in the original packaging within fourteen days of the Supplier's request to that effect.

Paragraph 8: If, after the formation of the Agreement, a Customer wishes to terminate it prematurely in whole or in part, the Customer shall owe to the Supplier the costs incurred by the Supplier in respect of: Products already purchased, the account/support hours spent by the Supplier and the costs of external parties engaged.

Paragraph 1: All prices stated on the website and in other materials originating from Supplier are exclusive of VAT (unless otherwise stated) and, unless otherwise stated on the website, exclusive of other levies imposed by the government.

Paragraph 2: Unless otherwise agreed, the price or prices stated with the offer shall be based on the price-determining factors applicable to the Supplier at the time of this offer, such as labour wages, cost prices of raw materials or materials and exchange rates. Price increases resulting from a change in one of these price-determining factors after the offer has been made 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 preceding paragraph should lead to a price increase of 10% or more within a period of 3 months after entering into the Agreement, the Buyer shall be entitled to dissolve the Agreement by registered letter within 7 working days of being informed of the price increase, without being entitled to any compensation.

Paragraph 4: Any additional costs, such as delivery and payment costs, will be listed on the website and in any case shown in the ordering process.

Paragraph 1: In the event the Supplier receives an order to deliver Products processed (or composed) especially for the benefit of the Customer, the Customer is obliged to deliver material suitable for the process of processing in sufficient quantities. As long as the Customer has not fulfilled this obligation, the Supplier shall be entitled to suspend its obligations under the Agreement.

Paragraph 2The Supplier is only obliged to send a printer's proof, model, sample or example to the Customer for approval if the Customer has stipulated this in writing when entering into the Agreement. In that case, the Supplier undertakes to submit a printer's proof, model, sample or example to the Customer no later than two weeks after entering into the Agreement and after receiving the materials to be processed, which shall be deemed to have been approved if no written response has been received within five working days.

Paragraph 3: All costs of the proof, model, sample or example will be charged separately and are not included in agreed prices unless expressly agreed otherwise.

Paragraph 1: If requested, the Supplier may act in an advisory capacity. The Supplier shall be 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 pursuant to the Agreement.

Paragraph 2: In case of product development, advice for promotional products to be applied, advice relating to creative concepts, quotations for extensive projects with processed or non-processed products, national or international market research into specific products or product requests of non-specified products, the provisions of paragraph 1 of this article apply in full.

Paragraph 1Delivery terms are approximate and are never to be regarded as strict deadlines, unless expressly agreed otherwise. Delivery periods shall not commence until the Agreement has been concluded in accordance with article 3, all data necessary for the performance of the Agreement have been provided and the Customer has paid the purchase price or, as the case may be, the agreed term(s) or has provided the security required by the Supplier.

Paragraph 2: If the delivery is prevented in whole or in part by force majeure, the Supplier is entitled to suspend the delivery, as well as - in the event that the situation resulting in 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 claim payment for the parts that have been performed, all this without being obliged to pay any compensation to the Customer.

Paragraph 3: Force majeure shall include, but not be limited to, fire, floods, strikes, epidemics, (civil) war, terrorism, government measures, permits not being available (on time), trade embargoes, labour disturbances, power failures, business interruptions, shortcomings or unlawful conduct of supplier(s) and subcontractors of Supplier or other third parties, including any defects in the deliveries made by them to Supplier, and the non-availability (on time) or insufficient availability of materials, transport, fuels, energy and labour.

Paragraph 4: Delivery shall take place ex-factory, unless expressly agreed otherwise. Transport and insurance costs shall be borne by the Customer, even if it is agreed that the Supplier shall take care of the transport. The transfer of the risk of the Products shall take place at the time of delivery, as it should take place pursuant to these General Terms and Conditions. Transport shall take place at the Customer's risk, even if the carrier has explicitly stipulated that all transport documents shall state that all damage resulting from the transport shall be at the expense and risk of the sender.

Paragraph 5: In the event the Supplier takes care of the transport, the Customer or a third party designated by him shall report any transport damage to the carrier or forwarding agent immediately after receipt, but at the latest within 12 hours after receipt of the Products, and shall send a copy thereof to the Supplier.

Paragraph 6: Products which have not been taken by the Customer or a third party designated by the Customer after expiry of the Delivery Period, shall be stored by the Supplier at the expense and risk of the Customer. In the event of late purchase, after a period of 14 days after expiry of the Delivery Period, the Supplier shall be entitled to dissolve the Agreement 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 7If the Products deviate in colour, composition, weight, appearance, etc. only to a minor degree from models, samples or examples previously provided or otherwise from what has been agreed, the Products concerned shall be deemed to comply with the Agreement. The Supplier shall in any event be deemed to have fulfilled its delivery obligations if the weight or the number of the Products delivered does not deviate by more than 10% from what was agreed.

Paragraph 8: The sending of Products in parts by Supplier is permitted, whereby each shipment may be invoiced separately.

Paragraph 1: Supplier guarantees that the products, services and digital content comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the legal provisions and/or government regulations existing on the date of the conclusion of the agreement.

Paragraph 2: If the delivered product, service or digital content does not comply with the agreement (is delivered defective or faulty), the Customer must notify the Supplier thereof within not more than 3 working days after he could reasonably have discovered this. If the Customer fails to do so, he can no longer claim any form of repair, replacement, compensation and/or refund in respect of this defect.

Paragraph 3: If the Supplier considers a complaint well-founded, the relevant products will be repaired, replaced or (partly) reimbursed after consultation with the Customer. In doing so, the Supplier may refer the Customer to a manufacturer or supplier.

Paragraph 4: If the Supplier agrees with the Customer to return products based on the provisions of this article, the Customer shall return the products as soon as possible. If refunds are made for amounts already paid in advance, the Supplier shall refund such amounts within 30 days of receipt of the products.

Paragraph 5: Manufacturers and/or suppliers may offer their own warranties. These guarantees are not offered by the Supplier. However, if the Supplier chooses to do so, it can mediate for the Customer to invoke these warranties.

Paragraph 1: All Products delivered to the Customer shall remain the property of the Supplier, but shall be at the expense and risk of the Customer from the moment of delivery until all amounts due under the Agreement as well as the claims due to the Customer's failure to comply with this or other agreement(s), including interest and costs of collection, have been paid in full by the Customer.

Paragraph 2As long as the ownership of the delivered Products has not been transferred to the Customer, the Customer shall not be allowed to process the Products, remove them from its actual control, alienate them, pledge them or encumber them in any other way, and shall furthermore take all appropriate measures to separate these Products and keep them separated from the other goods present at the Customer's premises and do everything necessary to prevent mixing, overlapping or the formation of a business.

Paragraph 3: The Customer undertakes not to assign or pledge to third parties any claims which it obtains against its customers and furthermore undertakes to pledge said claims to the Supplier, as soon as the Supplier expresses a wish to that effect, in the manner indicated in article 3: 239 of the Dutch Civil Code as additional security for its claims for whatever reason against the Customer.

Paragraph 4: The Customer is obliged to point out in writing to third parties who wish to recover on the Products delivered by the Supplier the Supplier's ownership right to them. The Customer shall inform the Supplier of this in writing without delay.

Paragraph 5: If the Customer fails to fulfil its obligations or if the Supplier has good reason to fear that the Customer will fail to fulfil its obligations, the Supplier may invoke its retention of title, in which case the Customer shall be obliged, upon request, to immediately bring the delivered Products under the Supplier's actual control free of charge. The Supplier shall furthermore be entitled to retrieve these Products itself or have them retrieved from the place where they are located, at the expense of the Customer. The Customer hereby irrevocably authorises the Supplier, now for then, to enter the rooms used by or for the Customer or to have them entered. After repossession, the Customer shall be credited for the market value, which shall under no circumstances be higher than the original purchase price, less the costs of repossession and damage suffered by the Supplier.

Paragraph 1: The Customer may terminate an agreement that has been entered into for an indefinite period of time and that extends to the regular delivery of Products, at any time, subject to agreed termination rules and a notice period of two months.

Paragraph 2: The Customer may terminate the agreements mentioned in the previous paragraphs in writing.

Paragraph 3: A contract entered into for a definite period and which extends to the regular delivery of products, digital content or services is tacitly renewed for the same duration as agreed.

Paragraph 4: Said notice periods shall apply accordingly for terminations by Supplier.

Paragraph 1: Unless otherwise agreed in writing and without prejudice to the provisions in the following paragraph, payments to the Supplier shall be made in euros, either net cash, or at the office of the Supplier by means of transfer to or deposit into a bank or giro account to be designated by the Supplier, such at the Supplier's discretion, always within 14 days after the invoice date. The Supplier is entitled to invoice electronically, to which the Customer hereby agrees.

Paragraph 2: Set-off or other forms of settlement are never allowed without an explicit written agreement.

Paragraph 3The Supplier is at all times entitled to demand sufficient advance payment or security for the fulfilment of the Customer's payment obligations before delivering or continuing with the delivery, whereby the Supplier is entitled to suspend further deliveries if the Customer does not meet this demand, also in the event that a fixed delivery time has been agreed, without prejudice to the Supplier's right to claim compensation for damages due to late or non-fulfilment of the Agreement.

Paragraph 4: If the Customer has not paid the amount due by it pursuant to the Agreement within the agreed period, it shall be in default by operation of law. The Supplier shall be entitled to increase the amount due with the statutory interest and the Supplier shall be entitled to charge and recover from the Customer the extrajudicial collection costs and any litigation costs incurred by him.

Paragraph 5: If the Customer is in default in respect of its obligations under the Agreement or these general terms and conditions, all payment obligations of the Customer to the Supplier, whether or not already invoiced, shall become immediately due and payable from that time onwards.

Paragraph 1: All intellectual and industrial property rights (including trademark rights, model rights and patents) in respect of all designs, drawings, models, samples and examples made available or developed pursuant to the Agreement (hereinafter: "the Information") shall belong exclusively to the Supplier, unless expressly agreed otherwise.

Paragraph 2: The Customer is not entitled to use the Information mentioned in the previous paragraph other than for the purpose of the use of the Products to which they relate as provided for in the Agreement.

Paragraph 3: The Customer shall maintain 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 performance of the Agreement. If requested, the Customer shall immediately transfer the confidential information as well as all copies or other multiplications thereof to the Supplier.

Paragraph 1: If it is irrevocably established by a competent court in a lawsuit 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 item concerned with a Product that does not infringe the right in question, endeavour to acquire a right of use in respect thereof or refund to the Customer the price paid for that Product, less a reasonable depreciation.

Paragraph 2: In case of replacement or refund, Supplier shall have the right to attach to it the condition of returning the originally delivered Products.

Paragraph 3: The Supplier shall have no obligation in respect of any infringement of third-party rights other than the replacement, acquisition, or reimbursement obligation referred to in the first paragraph.

Paragraph 4: If an Order is carried out according to design, drawings, formula, Specifications or instructions provided by or on behalf of the Customer, or uses goods to be provided by or on behalf of the Customer, the Customer cannot make any claim to the above provisions of this article and the Customer shall indemnify the Supplier against all claims relating to alleged infringements of intellectual or industrial property rights of third parties.

Paragraph 1: Supplier only accepts liability, if:
- The damage is the direct result of intent or gross negligence on the part of the Supplier or managerial subordinates of the Supplier;
- The damage is the direct consequence of a demonstrable Defect in the Products produced and/or delivered by Supplier insofar as they do not provide the safety that, all circumstances considered, one may expect from them.

Paragraph 2: The Supplier does not accept any liability for the improper placement of the company logo and/or company name on the Customer's goods, other processing of the Customer's goods and/or delivery of Products, if and insofar as the Defect is the result of inaccuracies or imperfections in the design provided by the Customer to the Supplier, as well as for infringements of third-party rights by the design.

Paragraph 3: The total liability of Supplier on account of attributable failure in the performance of the Agreement shall in any case be limited to compensation of the material and direct damage up to a maximum of the amount of the price separately stipulated for the Products concerned (excl. VAT).

Paragraph 4: For the damage described above, the Supplier in any event accepts no liability for that damage for which its insurer makes no payment (upon request, the Supplier shall provide the Customer with a copy of the relevant insurance agreement). Furthermore, the total liability of the Supplier shall never exceed the amount of € 50,000 per event.

Paragraph 5: Supplier shall only be liable for those (in)direct losses for which it has expressly accepted liability in these Conditions.

Paragraph 6: The Customer shall indemnify the Supplier against all claims of third parties who claim to have suffered damage as a result of a Defect in an item which was 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 caused solely and exclusively 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 shall never be liable for any damage whatsoever.

Paragraph 8: Unless expressly agreed otherwise in writing, all legal claims under the Agreement and these general terms and conditions shall lapse by the expiry of one year from the date of delivery.

Paragraph 1: If, in the performance of the Agreement, the Supplier has let and/or given goods on loan to the Customer, whether or not for payment, the Customer is obliged to return these goods immediately after termination of the Agreement, for whatever reason, in their original state, free of defects and in full. The aforementioned term is to be regarded as a strict deadline.

Paragraph 2: If, for whatever reason, the Customer fails to comply with the obligation referred to in paragraph 1, the Supplier shall be entitled to recover the resulting damage and costs, including the costs of replacement and lost rental income, from the Customer, without prejudice to all other rights due to the Supplier.

Paragraph 1: If the Customer fails to fulfil any of his obligations towards the Supplier, fails to fulfil them on time or properly, applies for a suspension of payments, goes bankrupt or terminates his business, in case of a legal merger or if a substantial part of the Customer's control changes hands, all invoices shall be immediately due and payable and the Supplier shall be entitled - without judicial intervention and/or further notice of default being required - to dissolve (all) Agreements concluded with the Customer in full or in part by means of a written statement and the Supplier shall be entitled to compensation of all direct, indirect and consequential damage, including loss of profit, without prejudice to any other rights to which he is entitled by law.

Paragraph 2: If the Supplier does not, not timely or not properly fulfil his obligations even after a written reminder to that effect, the Customer may dissolve the Agreement for the defective part, without, however, being able to claim compensation for dissolution damage, whereby the provisions of Article 10 of these general terms and conditions regarding retention of title shall remain explicitly in force.

Paragraph 1: If the Customer makes personal data available to the Supplier necessary for the performance of the agreement, the Customer remains the Data Controller for the data processing as referred to in the General Data Protection Regulation.

Paragraph 2: Supplier shall take the necessary technical and organisational measures to secure the processing of personal data against loss or unlawful processing. In the measures to be taken, the Supplier shall take into account the Customer's interest to be protected and the nature of the personal data processed by the Supplier on behalf of the Customer.

Paragraph 3: Supplier shall, upon completion of the agreement, destroy personal data obtained by the Supplier in the context of the performance of the agreement on behalf of the Customer, unless the Customer disputes the service provided.

Paragraph 4: Supplier and Customer shall lay down their mutual rights and obligations separately in a Processor Agreement.

Minor deviations with regard to stated sizes, weights, numbers, colours (PMS colour coding is leading) and other such data shall not count as shortcomings. Trade custom shall determine whether minor deviations exist.

Paragraph 1: These general terms and conditions and all offers and Agreements to which these general terms and conditions apply shall be governed exclusively by Dutch law. The UN Convention on Contracts for the International Sale of Goods (commonly referred to as the Vienna Sales Convention) shall not apply.

Paragraph 2: All disputes arising between the Supplier and the Customer concerning the performance of the Agreement may be submitted jointly by the Supplier and the Customer to the PPP Disputes Committee, which shall give a binding opinion for the parties in this regard.

Paragraph 3: All disputes arising between the Supplier and the Customer concerning the performance of the Agreement shall, unless the dispute has already been decided by the PPP Disputes Committee, be settled exclusively by the competent court.