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TERMS OF TBTB Business gifts
FOR THE SUPPLY OF BUSINESS AND SERVICES
1. Applicability of these conditions
1.1 These conditions apply to all offers and all agreements to close between TBTB Business gifts, registered office in Naarden, Netherlands ("Seller") and another party ("Buyer") seeking to supply products ("Products") and services ("Services") by Seller, and to that agreement underlying legal acts.
1.2 Supplementary and deviating conditions are valid only if and to the extent expressly agreed in writing.
2. Conclusion of contract
2.1 Verbal offers and agreements bind Seller only after and to the extent Seller has confirmed in writing. All offers of the Seller are without obligation, in any form whatsoever, unless expressly stated otherwise. If Buyer electronically way a statement containing an offer or acceptance to the Seller has sent, then the contract is deemed to have been received if the Seller or which Statement of Customer electronically confirmed, either has commenced with the delivery of the Products and / or Services.
2.2 Orders placed orally must, if requested by Seller, writing by Buyer to be confirmed.
3.1 Prices are based on the type and extent of the Products and / or Services such as the lists of Seller ("Price Lists") are listed. The prices are Ex Works (Incoterms 2000), excluding VAT.
3.2 Seller shall be entitled to the agreed price before delivery to change in the event of increases in the prices of cost factors such as fluctuations in exchange rates, commodities, labor or in the case of government action, when it rises or measures themselves have done after the time of conclusion of the contract but before the time of delivery.
4.1 Unless otherwise agreed, delivery will be made Ex Works (Incoterms 2000) Seller. Notwithstanding Article 3, will supply from small quantities of products at a premium price to be added, which supplies of small quantities and surcharges are detailed in the Price List.
4.2 The Customer is obliged to take delivery of the Products at the time it to him delivered and, if it is agreed that Seller Services also performed to purpose to Seller all possibilities and to offer assistance.
4.3 If the Buyer refuses or fails to provide information or instructions, or with the cooperation may otherwise be necessary for the reduction of Products and / or Services, Seller is entitled for the account and risk of the Buyer all relevant measures (such as storage among others), such that Seller desirable prevent prejudice the right of Seller or the purchase price stipulated compensation claim, or to a third to deliver. The additional costs and damages, which in this case Seller shall can be recovered from the Buyer. If Seller Products in this case to a third
supplies, Seller is entitled to what he receives for such Products less to Buyer.
4.4 By Vendor delivery times or other periods will never be considered as a deadline, unless expressly agreed otherwise in writing. With a, whether or not by Seller to Buyer forwarded in advance, late delivery of Products and / or not timely provision of Services, the Seller shall be made therefore in default, which according to him Seller a reasonable period of time to still his obligations to meet. Beyond this extended period, the Customer is only entitled to terminate the contract provided that a Products are delivered or services are carried out. Seller is not liable for consequential damages, including but not limited to loss of profit and loss, due to delays.
4.5 The Seller may in parts orders placed prior to arrival. If the orders sections are performed, Seller is entitled to invoice each part separately.
4.6 Seller shall be entitled to the costs of any packaging separately charge bring. The packaging is not taken back. However, if Seller so under law or regulation to be held, then the costs associated with the reversal of the processing of this package are connected, for Customer's account. When ordering electronic devices, are-if applicable-recyclable contributions charged.
5. Print Products
5.1 If the Seller receives orders relating to products for the Buyer to print ("Print Products"), Customer is obliged to provide direct reproducible material, in the reasonable judgment of Seller, good quality.
5.2 Until the issuance of a proof of Print Products ("Proof") prior to the manufacture of such products, Seller is only held if and to the extent that before or at the conclusion of the agreement expressly agreed in writing.
In such cases, the Seller is obliged to Buyer a pressure test to send to approval. The Purchaser is obliged, within 24 hours of receipt of the Galley, to Seller his approval or disapproval to communicate.
5.3 Minor deviations from the Print Products Crushing, including but not limited to colors, logo and / or dimensions will not qualify as a failure on the part of the Seller.
5.4 Crushing is deemed to have been approved by the Customer, if the Customer within 5 working days after receipt of the Proof has expressed its rejection.
5.5 All costs associated with the Seller to perform work for Print the Products will be invoiced separately by the Customer, unless expressly agreed otherwise.
5.6 Seller shall be entitled to 5% more or less of it by the Customer in the order indicated number Print Products to deliver and invoice the Buyer.
6. Textile Products
6.1 If Seller receives orders relating to textile products, which the Customer itself including color, type and size determines ("Textile Products"), Buyer may a steel sample ("Steel Monster") of such products ordered. Ordering a Steel Sample used for or at the conclusion of the agreement in writing expressly agreed to by Buyer and Seller. The Purchaser is obliged, within 24 hours of receipt of the Steel Monster, Seller to its approval or disapproval of time.
6.2 Minor deviations from the Textile Products Steel Monster, including but not limited to color, size and / or logos, will not qualify as a failure on the part of Seller.
6.3 A steel sample is deemed to have been approved by the Customer, if the Customer does not within 5 working days after receipt of the Steel Monster has expressed its rejection.
6.4 Notwithstanding the provisions of Article 11, are in the case that the Customer is a Monster steel is ordered and approved in accordance with Article 6.2 and 6.3, all possible claims that purport to have the products delivered to the Customer does not meet the
agreement, to lapse.
6.5 All costs associated with the Seller to perform work for Textile Products will be invoiced separately by the Customer, unless expressly agreed otherwise.
6.6 Seller shall be entitled to 5% more or less of it by the Customer in the order specified number of Textile Products to deliver and invoice the Buyer.
7.1 Payment must be made within 30 days after the invoice date, provided credit is obtained through the credit, unless the Seller and the Buyer in writing expressly have agreed otherwise. Buyer is not deduction, suspension or settlement entitled.
7.2 Without prejudice to the Seller's other rights arising from the law or agreement, the Buyer if any amount owed by him within 30 days invoice date has met in default and all claims of Seller immediately due to the full amount. Seller is then also entitled to reimbursement of
statutory rate (as it applies to trade) increased by two percent, on the outstanding amount at the time of full payment.
7.3 If the Customer within 7 days of the invoice date in writing a reasonable consideration made on the invoice amount, this amount will be deemed to have approved.
7.4 In the event of non punctual payment by the Customer, all reasonable costs incurred in obtaining settlement out of court on his behalf, including in any event will include the cost of collection agencies, bailiffs and lawyers, which costs at least 15% of the
total amount coated with a minimum of EUR 500 (excluding VAT). In this paragraph do not affect the other rights accruing to the Seller under the law or these general conditions.
7.5 The Purchaser is obliged to reimburse expenses incurred by Seller related with a legal procedure whereby the Customer fully or predominantly in the wrong is made. These costs shall in any case include the costs of external experts, bailiffs and lawyers and the like, even to the extent that by the right relevant amount allocated surpass.
8.1 Products delivered shall in weight, size, number, color, concentration, composition, density, 5% from what was agreed.
8.2 Samples and models are only by way of indication. To images Products from catalogs and / or other advertising or promotional material of Seller or endorsements generally done by the Seller by the Buyer can not legally derived.
9. Permits etc.
9.1 The Customer is responsible for ensuring that all permits, concessions, licenses, consents and so forth that might be necessary for the Seller to deliver the products and the other by the Seller to fulfill its obligations in a timely and in the proper form are obtained.
9.2 The costs of obtaining such permits, concessions, licenses, consents etc. shall be borne by the Buyer.
10.1 The Seller shall retain title to the goods delivered to the Customer and to deliver Products until full payment has been received in respect of any sale prices, as well as any amounts payable by the Customer relating to the Services and claims arising from the culpable failure by the Customer to fulfill its obligations.
10.2 Until ownership of the Products delivered to the Buyer has passed, this Products not pledge or to any third party any right thereto.
10.3 The Buyer is obliged delivered under retention Products carefully and as recognizable property of Seller store. He is also obliged to Products insure against fire, water and theft. Any claims by Buyer from under this insurance shall on demand by Seller by Buyer to Seller
be pledged as security for the claims of Seller against Buyer.
10.4 If the Buyer fails to fulfill any obligation to Seller, or Seller has good reason to fear that he was in compliance with those obligations will fail, the Seller is entitled to the goods delivered under retention Products back , without prejudice to his right to further compensation. The Buyer is obliged to respect thereof all cooperation. All costs related to the write-back for Customer's account. If the Customer after repossession still meet all its obligations towards seller meets, all costs associated with the return of the Products returned for Customer's account.
11.1 The Customer must inspect the Products upon delivery to examine deficits visible defects and, if defects or deficiencies are found, immediately after delivery writing and motivated to make reference to the Seller. Non-visible defects, the Buyer within 2 days after discovery and in any event within 2 days after the Buyer may reasonably be expected to discover the Seller to report.
11.2 The Customer is obliged, after submission of the complaint referred by the Seller to Seller to cooperate to the complaint on its merits examination. If the complaint the Buyer proves to be unfounded, the costs of research for the account of Buyer.
11.3 If Seller has assessed that there is a defect or deficiency and what defect or deficiency has been reported to him in time by Buyer, the Seller, at its option, only required to replace the defective Products, delivery of the missing Products or the amount in respect of the defective item was charged to credit or (Partial) refund. If Seller elects reimbursement of (part of) the purchase price, then first the defective Products to Seller by Buyer shall be returned.
11.4 The Customer shall in no event any claim against Seller be upheld unless the Products after delivery completely or partially consumed, processed or treated or mixed with other Products, not including installation is by or on behalf of Seller.
11.5 Any claim for payment of a sum of money and / or replacement of the case, from which reason, as well as any right to terminate the agreement expires on the earliest the following moments: a) in case of untimely notification under Article 11.1 or b) 24 months after the time of delivery. Insofar as it relates to products with a value of less than Euro 700, -, Products without an electronic component or products which fail to qualify as electronic products, the period mentioned under b) 6 months.
12.1 If Seller fails culpably fails to fulfill its obligations (Force majeure), he is not liable. As far as performance is permanently impossible not to be obligations are suspended. If the period during which the fulfillment by the Seller not possible or will last longer than 3 months, Seller is entitled agreement, without there being an obligation to pay compensation exists.
12.2 If the Seller at the commencement of the force majeure on the part of the Seller and / or the side of the Customer already partially fulfilled its obligations, or only partially his obligations, he authorized the work executed or the executable part separately invoice Buyer is obliged to pay this invoice as were a separate agreement.
12.3 Force majeure the Seller shall in any event include mean all circumstances as a result of which the performance of the contract no longer reasonably Seller may be required, under any circumstances, in any case include transport difficulties, full or partial default of (far) suppliers of Seller, whole or partial failure of third parties engaged by the Seller are enabled for the implementation of the contract, restrictive government measures (including: the failure to obtain a required permit) of any kind, failure or interruption in the supply or availability of energy, failure or interruption in or the functioning of any public utility, malfunction or interruption or termination of the supply of raw materials, semi-finished products, finished products, every circumstance, cause or event arising from or related to the Millennium Bug, and also any circumstance that
Seller could not reasonably have foreseen and which Seller can not influence exercise.
13.1 The liability of Seller under shortcoming is limited to the provisions in Article 11.3.
13.2 The Seller is not liable for consequential damages, including but not limited to business interruption, loss due to business interruption and / or profits of Buyer.
13.3 The Buyer shall indemnify the Seller in full against all claims relating to the Customer Products delivered or Services that third parties for any reason whatsoever against Seller in writing.
13.4 The above limitation of liability does not apply in cases where the damage is due to intent or gross negligence of or attributable to the Seller or the management are associated subordinates.
14. Provision of Services
14.1 If Seller in connection with the contract services should carry out is that he taking care of a good contractor will comply. However, Seller warrants never the result of the Services to be provided.
14.2 If the complaint is timely complaint in connection with the Services or provide services, the Seller has the choice taken to remedy the defect, the Service again to perform, or the amount in respect of the Service has been charged - In its reasonable judgment in whole or in part - to credit or full or partial return pay.
14.3 All claims related to Services performed expire no later than 5 working days after the concerning services performed or should have done, or sooner if the law arises.
14.4 The provisions of Article 13 shall apply mutatis mutandis to any liability in connection with the Services to be provided by Seller or in connexion with by Services already performed by him. The reference in Article 13.1 to Article 11.3 should This framework should be considered as a reference to Article 14.2.
15. Intellectual property rights
15.1 The intellectual property rights and copyrights in all software, drawings, specifications, know-how and other information (in the broadest sense of the word) by or on behalf of Seller are and / or provide, are owned by Seller. The Purchaser is not permitted to software,
drawings, specifications, know-how and other information provided by Seller without the written consent of Seller to copy. Seller shall comply with all Seller information received and know how strictly confidential and the Customer is not permitted that information and knowhow without the prior written consent of Seller to third parties to communicate. The Customer is not permitted to access this information and know how to use other cases not provided for in an agreement to which these General Conditions apply expressly and in writing is provided.
15.2 The Customer is not permitted drawings, software, stereotypes, molds, tools etc. (even if they are made in cooperation or for the account of Buyer) and the issues thus made copy without written permission of Seller or otherwise to use than that for an agreement to which these general conditions are applicable, expressly and in writing is provided. Moulds, tools, etc. remain the property of the Seller, even if they are made to order of the Customer and / or the cost of manufacturing to the Customer have been charged. If during the performance of a contract to which these general conditions apply are intellectual property creation and / or in life can be called, come these rights to Seller and these rights where necessary by the Customer to Seller transferred.
15.3 The Buyer shall indemnify the Seller against all claims by third parties arising from infringements of an intellectual property right relating to the manufacture, supply or the use of a product or service made or performed according to specifications of the Customer. This disclaimer also applies if Seller on behalf of the Customer changes to a existing business or work need to be made.
16.1 The Customer shall have to vouch that he Seller cooperate fully and can when granting Seller for any reason should decide to Products sold in the market to take or warnings concerning products to customers or end users to communicate ("Recall").
16.2 The Customer shall on demand of all Seller Products in stock which he has against reimbursement of the price charged to Buyer sell back and return it to Seller if Seller so in the context of a recall decision.
16.3 The Customer shall provide timely information to the Seller for Seller to enable to customers or end users timely information regarding a Recall.
16.4 The Buyer shall so organize its business that it is able to in the preceding paragraphs mentioned information. It applies to starting the provisions of Directive 2001/95/EC on general product safety.
17. Waiver of rights by Seller
17.1 A distance of one or more rights by Seller with respect to an offense of any provision of these terms and conditions shall not constitute a distance of one or more rights with respect to violation of other provisions, nor in relation to a subsequent violation of the same provision.
18. Change of terms and conditions
18.1 Seller shall have the right in these terms and conditions laid down provisions change depending on the circumstances require. Buyer accepts now then the terms and conditions under this article have been changed for Buyer binding on orders placed after the Customer by Customer Seller properly the amended terms on the height charged.
19.1 If and to the extent based on reasonableness and fairness or onerous nature, any provision in these terms and conditions may not appeal be done, for example on the basis of, but not limited to the reasonableness and fairness or unfairness, then that provision in content
and scope as possible corresponding meaning, in order that a can be invoked.
20.1 Unless otherwise expressly stated in these terms and conditions, all notification addressed to the Seller under these terms and conditions or any resulting contract, only be deemed to have been validly made if they are in writing, by letter or by e-mail, sent to the following address:
TBTB Business gifts
Flevolaan 27 c
21. Suspension and termination
21.1 Without prejudice to the rights of Seller under the law, if the Buyer any of its obligations towards the Seller fails or Seller fears that Buyer will not fulfill its obligations and Buyer is unable to first request of Seller adequate security for the fulfillment of its obligations Seller has the right (further) performance of the concluded with the Customer agreement (s) to suspend or terminate this Agreement (and) wholly or partly to dissolve. These rights and responsibilities are in any case to Seller in one or more of the following cases: Recipient of company changes form, control within the company of the Customer changes, there are seized business of the Customer, the Customer moratorium, when in a state of bankruptcy or otherwise dispose of its assets loses, he goes into liquidation, or if he dies or if Customer is a company when it is dissolved. Any right to suspend the Customer's excluded.
22. Applicable law and disputes
22.1 All agreements between the Seller and the Buyer shall be governed by Dutch law application. Applicability of the CISG (United Nations Convention on Contracts for the International Sale of Goods) is explicitly excluded.
22.2 All disputes will be settled by the competent court in Amsterdam when the Customer at the time of the start of any procedure established in a member state of the European Union or in Poland, Norway, Switzerland and Iceland. The above does not affect the competence of Seller to a dispute to submit to a court in the absence of this clause standi. When Purchaser at the time of starting a procedure is not established in a Member State of the European Union or in Poland, Norway, Switzerland and Iceland, will place under dispute arbitration under the rules of Dutch Arbitration Institute (NAI). This arbitration will be held in Amsterdam, done by three arbitrators and conducted in the Dutch language.