A&R Promotions – De Wetering 19-21 – 4906 CT Oosterhout.
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF A&R PROMOTIONS, LOCATED AT DE WETERING 17-19-21, 4906 CT OOSTERHOUT. (Filed under number 20127843 Breda Chamber of Commerce).
Article 1. Definition
Paragraph 1: In these general terms and conditions, the following definitions shall apply:
. consultant or supplier: the user of these general conditions, in this case the members of the association Platform Promotional Products.
. client or customer: the person who is in a (pre-)contractual relationship with the supplier.
Paragraph 2: Where these General Terms and Conditions refer to “goods”, this shall include both the goods to be supplied by the Supplier and the services to be provided by the Supplier, including advice and creative expressions.
Paragraph 3: Wherever reference is made in these general terms and conditions, or between the supplier and client, to an internationally defined clause (e.g., C.O.D., ex-works, C.I.F., etc.), such a clause must be understood within the meaning of the Incoterms 1990 published by the International Chamber of Commerce.
Article 2 Applicability.
Paragraph 1: Unless otherwise agreed in writing, these General Terms of Sale and Delivery shall apply to any engagement between the Supplier and the Customer.
Paragraph 2: The provisions of the preceding paragraph shall also apply to (further or additional) agreements between the Supplier and the Customer 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 in any form are without obligation for the supplier unless they contain a deadline for acceptance and are based on delivery under normal conditions and normal working hours.
Paragraph 2: If a non-binding offer is accepted, the supplier has the right to revoke the offer within two days of receiving the acceptance.
Paragraph 3: Images, catalogs, drawings and further data provided to or by the supplier are subject to change without prior notice and shall not bind the supplier.
Article 4 Prices.
Paragraph 1: The price or prices quoted in the offer are exclusive of VAT in Euros on the then cost-determining factors.
Paragraph 2: The Supplier shall at all times have the right to determine, that certain items will only be delivered in certain minimum quantities.
Article 5 Delivery of printed goods.
Paragraph 1: In the event that the Supplier receives an order to deliver products which have been specially processed or composed for the benefit of the Customer, the Customer shall be obliged to supply directly reproducible material of good quality.
Paragraph 2: The supplier shall only be obliged to send a proof in advance for the client’s approval if this has been stipulated in writing by the client before the order is given. In that case, the supplier undertakes to submit a proof to the client no later than five weeks after receipt of the order to do so and after receipt of the materials to be reproduced, which proof shall be deemed approved if no written response to the proof is received within five working days.
Paragraph 3: All costs of printing or related work shall be charged separately and shall not be included in agreed prices unless expressly agreed to the contrary.
Paragraph 4: No complaints can be claimed on self-delivered clothing. For self-supplied clothing, the risks are for the owner of the supplied clothing.
Article 6 Consulting work and product development.
Paragraph 1: Adviser is obliged to represent the interests of client to the best of its knowledge and ability and to act in an advisory capacity if requested.
Paragraph 2: Advisor shall provide all the
keep information strictly confidential, even after termination of the relationship. Client on the other hand is bound to secrecy with respect to all that becomes known to him with respect to the enterprise of consultant, his products and/or services.
Paragraph 3: In case of product development, advice for promotional products to be applied, advice with regard to creative concepts, quotations for extensive projects with printed or unprinted products, national or international market research for specific products or product requests for non-specified products, the client shall – in all cases which do not provide for the delivery of specifically defined goods – owe a fee in the amount of a fee to be agreed in advance between the parties.
hourly rate or flat rate.
Article 7 Deliveries and delivery time.
Paragraph 1: Stated delivery times shall never be considered deadlines, unless expressly agreed otherwise. In the event of late delivery, the supplier must therefore be given written notice of default.
Paragraph 2: The delivery period shall commence at the later of the napranr_ following times:
A. the day of formation 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 that which pranr_due to the agreement is to be pranr_done by the client in advance, if any.
Paragraph 3: If the delivery is prevented in whole or in part by force majeure, the supplier shall be entitled to suspend the delivery, or to rescind the agreement in whole or in part insofar as it has not been carried out, and to claim payment in respect of the parts that have been carried out, all this without being obliged to pay any compensation to the client.
Paragraph 4: In these general terms and conditions of sale and delivery, force majeure means any circumstance independent of the will of the supplier -even if it could already be foreseen at the time the contract was concluded- that permanently or temporarily prevents fulfillment of the contract, as well as insofar as not already included therein, war, danger of war, civil war, riots, strikes, lockouts, transportation difficulties, fire and/or serious disturbances in the business of the supplier or its suppliers.
Paragraph 5: The Supplier reserves the right to deliver and invoice a maximum of 10% more or less than the agreed quantity in the case of products specially composed for the client.
Paragraph 6: The sending of goods in parts by the Supplier is permitted, after proper prior consultation, with each shipment being payable separately.
Paragraph 7: Unless agreed otherwise in writing, and without prejudice to the above provisions concerning prices, the prices quoted by the Supplier shall be based on delivery ex factory, warehouse or other storage location, exclusive of turnover tax, import obligations or other taxes, levies or obligations and exclusive of the costs of loading and unloading, transport and insurance.
Paragraph 8: 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 Supplier and accepted by the Customer as soon as the goods are presented to the Customer and/or as soon as the goods are loaded into or onto the means of transport.
Paragraph 9: Unless otherwise agreed in writing, the transport shall take place at the risk and expense of the client, even if the carrier has expressly stipulated that all transport documents shall state that all damages gepranr_ge of the transport shall be at the expense and risk of the shipper.
Paragraph 10: If the Supplier provides samples to the Customer, the Customer shall be obliged to return the samples to the Supplier, carriage paid, undamaged and in original packaging, within fourteen days of receipt.
Paragraph 11: If the Supplier shows or provides a model, sample or example, this shall be by way of indication only: the qualities of the goods to be delivered may deviate from the sample, model or example. The provisions of Article 3 shall apply mutatis mutandis.
Member 12: Without prejudice to the foregoing provisions, in the event of cancellation of the agreement or non-acceptance of the goods by the purchaser, the purchaser shall immediately owe the contractor 10% of the agreed price, without prejudice to the contractor’s right, in addition to this compensation – to pranr_ful compensation for the damage suffered by the contractor as a result of the cancellation.
Article 8 Claims.
Paragraph 1: Complaints regarding externally visible defects shall be made in writing within eight days of delivery of the goods, failing which the supplier shall not be liable for any form of compensation.
Paragraph 2: Complaints relating to defects that are not externally visible must be made in writing within eight days of discovery until the end of three months after delivery of the goods, which period shall be regarded as an expiry period.
Paragraph 3: Complaints regarding the amount of the invoices sent by the supplier must be reported in writing within eight days of the invoice date, which period shall be considered to be an expiry period.
Paragraph 4: For the services, goods and/or raw materials provided by the Supplier but procured by the Supplier from third parties, the provisions of the previous paragraphs shall only apply to the extent and to the extent to which the third-party supplier of those services, goods and/or raw materials has provided a warranty to the Supplier.
Paragraph 5: Goods recognized by the Supplier as faulty shall be either replaced by him or credited in purchase price to the exclusion of any other manner of (additional) compensation obligation.
Paragraph 6: Return may only take place after written approval by the Supplier, but shall be at the expense and risk of the Customer and shall never imply any acknowledgement of liability.
Article 9 Retention of Title.
Paragraph 1: The supplier reserves ownership of all goods delivered by it to the client until the purchase price for all such goods is pranr_daan in full.
Paragraph 2: If, within the framework of the agreement concluded with the Customer, the Supplier performs work for the benefit of the Customer to be reimbursed by the Customer, the reserved property shall also apply until the Customer has also pranr_daan this claim of the Supplier in full.
Paragraph 3: The reserved property shall also apply with respect to claims that the supplier may obtain against the client due to the client’s failure to fulfill one or more of his obligations to the supplier.
Paragraph 4: As long as the ownership of the goods delivered has not passed to the Customer, the latter may not pledge the goods or grant a third party any other right to them other than in the normal course of his business whereby the Customer undertakes, in the event of sale on credit, to stipulate a retention of title from his buyers on the basis of the provisions of this article.
Paragraph 5: The Customer undertakes not to assign or pledge to third parties any claims which it obtains against its customers and furthermore undertakes to pledge the said claims to the Supplier, as soon as the Supplier expresses a wish to that effect, in the manner indicated in Art. 3: 239 of the Civil Code as additional security for its claims on any account whatsoever against the Customer.
Paragraph 6: If the Customer shall fail to meet his payment obligations to the Supplier, the Supplier shall be entitled to take back the goods delivered under retention of title. After repossession, client shall be credited for the market value, which shall in no case exceed the original purchase price less the costs incurred on repossession.
Article 10 Payment.
Paragraph 1: Unless otherwise agreed in writing and without prejudice to the provisions of the pranr_ng paragraph, payments to the supplier shall be made net within 14 days of the invoice date, which period shall be regarded as a strict deadline.
Paragraph 2: Unless expressly agreed otherwise, all payments, however made, from the client shall first be applied to reduce the costs, verpranr_gens to reduce the interest due and finally to reduce the principal of the unpaid invoices.
Paragraph 3: Setting off debts or other forms of settlement shall never be permitted without an express written agreement.
Paragraph 4: The supplier shall at all times be entitled before delivering, or proceeding with delivery, to require pranr_sufficient advance payment or security for the fulfillment of the customer’s payment obligations in its judgment, whereby the supplier shall be entitled to suspend further deliveries if the customer does not comply with this requirement, even if a fixed delivery time has been agreed, all this without prejudice to the supplier’s right to claim compensation for damages on account of late or non-performance of the agreement.
Paragraph 5: If the Customer fails to pay within the agreed period, he shall be in default by operation of law and the Supplier shall be entitled, without any notice of default, to charge him interest at the rate of 2% above legal interest with a minimum interest rate of 12% per annum on the invoice amount from the due date of the unpaid invoice or invoices.
Paragraph 6: All extrajudicial collection costs to be incurred by the Supplier shall be borne by the Customer and shall be calculated in proportion to the outstanding amount in the manner indicated below, subject to a minimum of
€70,= will be. The extrajudicial collection costs are calculated on the principal amount to be recovered and as pranr_gt:
over 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 above € 60,000,= 3%
Paragraph 7: If the Customer is in default, all Supplier’s outstanding claims against the Customer shall be immediately due and payable from that moment.
Article 11 Liability.
Paragraph 1: Barring gross fault or intent on the part of the supplier or managerial subordinates of the supplier, the supplier shall not be liable for costs, damages or interest arising as a result of the acts or omissions of the aforementioned persons or of other subordinates of the supplier or of persons used by the supplier to execute the agreement.
Paragraph 2: Any liability of the Supplier for trading losses or other indirect damages is expressly excluded.
Article 12 Designs, models, etc.
Paragraph 1: All drawings, sketches, diagrams, samples, models, tools, etc. used by the Supplier shall remain the intellectual and/or physical property of the Supplier even if they are made available to the Customer and may therefore not, except with the prior written consent of the Supplier, be used for any purpose other than performance of the agreement between the Supplier and the Customer.
Paragraph 2: The Customer shall indemnify the Supplier against third-party claims regarding intellectual property rights relating to the goods mentioned in the previous paragraph originating from the Customer.
Article 13 Return of rented and loaned goods.
Paragraph 1: If, in the performance of the Agreement, the Supplier has rented out and/or given goods on loan to the Customer, whether for payment or not, the Customer is obliged to return these goods within fourteen (14) days of the termination of the Agreement, for whatever reason, in their original condition, free of defects and pranr_complete. The aforementioned period shall be deemed to be a 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 replacement costs and lost rental income, from the Customer, without prejudice to the Supplier’s other rights in this regard.
Article 14 Disputes/applicable law/choice of forum.
Paragraph 1: All agreements to which these conditions apply in whole or in part shall be governed by Dutch law.
Paragraph 2: All disputes arising between consultant or supplier and client or customer will preferably be submitted to the competent judge of the place of establishment of supplier.
Paragraph 3: Unless otherwise expressly agreed in writing, all legal claims to which these general terms and conditions give client cause shall expire by the lapse of one year from the date of delivery.
Article 15 Other Provisions.
Paragraph 1: The headings used in these general conditions above the articles are intended to be indicative only and cannot be used for interpretation purposes regarding what is included in the articles.
Paragraph 2: These general terms and conditions are available in Dutch, German and English. In the event of any inconsistency between the Dutch, German and/or English versions, the Dutch version shall prevail.
Paragraph 3: The association Platform Promotional Products, and thus supplier, is entitled to unilaterally refer these general conditions. Changes also apply with respect to agreements already concluded. Changes shall be announced in writing to Client and shall take effect thirty (30) days after the announcement, unless a different date is indicated in the announcement.
Paragraph 4: If any provision of the agreement or these general conditions is found to be void, this shall not affect the validity of the entire agreement. In that case, the Supplier is entitled to substitute for it a provision – not unreasonably onerous for the Customer – that is as close as possible to the void provision.