TERMS AND CONDITIONS
Application of any general terms and conditions of the customer is excluded.
This can only be deviated from if this has been agreed in writing.
General terms and conditions of sale and delivery of TBTB Business gifts
Pampuslaan 59, 1382 JM Weesp
Article 1 Definitions.
Paragraph 1: In these general terms and conditions the following definitions apply:
1: advisor or supplier: TBTB Business gifts
2: client or client: the person who is in a (PR) contractual relationship with the supplier.
Paragraph 2: Where these terms and conditions refer to “goods”, this includes both the goods to be supplied by the supplier and the services to be supplied by it, including advice and creative expressions.
Paragraph 3: Where reference is made in these general terms and conditions, or agreement concluded between the supplier and client, to an internationally defined clause (eg COD, ex-works, CIF 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: These terms and conditions apply to all offers made by the supplier and to all agreements concluded with the client by the supplier.
Paragraph 2: Deviating clauses only bind the supplier after written approval on its part and only for the agreement to which the approval relates.
Paragraph 3: Reference of the client to its own terms and conditions is not accepted by the supplier, unless that has been explicitly agreed in writing in each case.
Article 3 Offers.
Paragraph 1: All offers in whatever form are without obligation for the supplier unless they contain a period for acceptance.
Paragraph 2: If a non-binding offer is accepted, the supplier has the right to withdraw the offer within two days of receiving the acceptance.
Paragraph 3: Images, catalogs, drawings and further information provided to or by the supplier are subject to change without prior notice and do not bind the supplier.
Article 4 Prices.
Paragraph 1: The price or prices stated with the offer are exclusive of VAT in Euro and are based on the cost-determining factors applicable at the time of the offer.
Paragraph 2: The supplier has the right to determine at any time that certain items will only be delivered in certain minimum quantities.
Article 5 Cancellations.
Paragraph 1: If the client cancels the order in whole or in part, he is bound to compensate the supplier for all reasonably incurred expenses (costs of preparation, orders from third parties, storage, commission, etc.) with a view to the execution of this order, everything without prejudice to the supplier’s right to full compensation for loss of profit, as well as other damage resulting from the cancellation.
Article 6 Delivery of printed goods.
Paragraph 1: In the event that the supplier receives an order to supply specially processed or assembled products for the client, the client is obliged to supply good quality, directly reproducible material.
Paragraph 2: The supplier is only obliged to send a proof in advance to the client if this is stipulated in writing by the client for the assignment. In that case, the supplier undertakes to submit a proof to the client no later than five weeks after receipt of the order and after receipt of the materials to be reproduced.
Paragraph 3: All costs of the printed matter or associated with it are charged separately and are not included in the agreed prices unless the opposite has been expressly agreed.
Article 7 Advice on work and product development.
Paragraph 1: The consultant is obliged to represent the client’s interests to the best of his knowledge and ability and to act as an advisor if requested.
Paragraph 2: The consultant will treat all information made available by the client in strict confidence, even after the relationship has ended. For his part, the client is bound to secrecy with regard to everything that becomes known to him with regard to the business of the consultant, his products and / or services.
Paragraph 3: In the case of product development, advice on promotional products to be applied, advice on creative concepts, quotations for extensive projects with printed or unprinted products, national or international market research into specific products or product requests for products that are not specifically defined, the client is the client – in all cases that do not provide for the delivery of specifically described goods – a fee is payable at an hourly rate or fixed rate to be agreed in advance between the parties.
Article 8 Deliveries and delivery time.
Paragraph 1: Specified delivery times will never be regarded as a deadline, unless explicitly agreed otherwise. In the event of late delivery, the supplier must therefore be given written notice of default.
Paragraph 2: The delivery time starts on the last of the following times: A. the day of conclusion of the agreement, B. the day of receipt by the supplier of the documents, data, permits and suchlike required for the execution of the agreement, C. the day of receipt by the supplier of what the client may have to pay in advance in accordance with the agreement.
Paragraph 3: If the delivery is prevented in whole or in part by force majeure, the supplier is entitled to suspend the delivery, – or to dissolve the agreement insofar as it has not been carried out, in whole or in part, and to demand payment for the parts that have been executed, all this without being obliged to pay any compensation to the client.
Paragraph 4: Force majeure in these general terms and conditions of sale is understood to mean any circumstance independent of the will of the supplier – even if this was already foreseeable at the time the agreement was concluded – which permanently or temporarily prevents fulfillment of the agreement. as well as insofar as not already included, war, danger of war, civil war, riot, work strike, exclusion of workers, transport difficulties, fire and / or serious disruptions in the company of supplier or its suppliers.
Paragraph 5: The supplier reserves the right to deliver and invoice a maximum of 5% more or less than the agreed quantity in the case of products specially processed or assembled for the client.
Paragraph 6: Sending goods in parts by the supplier is allowed after proper consultation in advance, whereby each shipment is payable separately.
Paragraph 7: Unless agreed otherwise in writing, the prices stated by the supplier are based on delivery ex works, warehouse or other storage location, excluding turnover tax and insurance, without prejudice to the aforementioned prices.
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 to be accepted by the client as soon as the goods are offered to the client and / or as soon as the goods are in or on the means of transport. loaded.
Paragraph 9: Unless otherwise agreed in writing, the transport will take place at the risk and expense of the client, even if the transporter has expressly determined that all transport documents must state that all damage resulting from the transport is at the risk of the shipper.
Paragraph 10: Unless agreed otherwise in writing, the supplier chooses to the best of his knowledge, but without being liable for this choice, the method of transport and means of transport. The transport costs are for the account of the client.
Paragraph 11: If the supplier makes samples available to the client, these cannot be returned.
Paragraph 12: If the supplier shows or provides a model, sample or example, this will only be done by way of indication: the characteristics of the goods to be delivered may deviate from the sample, model or example. The provisions of Article 8 apply accordingly.
Article 9 Complaints.
Paragraph 1: Complaints with regard to externally observable defects must be made in writing within eight days after delivery of the goods, in the event that the supplier is not obliged to pay any form of compensation.
Paragraph 2: Complaints with regard to non-externally noticeable defects must be made in writing within eight days after observation up to three months after delivery of the goods, which period is to be regarded as the expiry period.
Paragraph 3: Complaints with regard to the amount of the invoices sent by the supplier must be reported in writing within eight days after the invoice date, which period is to be regarded as the expiry period.
Paragraph 4: For the services, goods and / or raw materials supplied by the supplier but acquired by it from third parties, the provisions of the previous paragraphs only apply to the extent and to the extent that the third-party supplier of those services, goods and / or raw materials to supplier guarantee.
Paragraph 5: Goods that have been recognized as defective by the supplier will either be replaced or credited in the purchase amount to the exclusion of any other method of (additional) compensation obligation.
Paragraph 6: Return may only take place after written approval from the supplier, but is at the expense and risk of the client and never implies any acknowledgment of liability.
Article 10 Retention of title.
Paragraph 1: The supplier reserves the ownership of all goods delivered to the client
Article 11 Payment.
Paragraph 1: Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraph, payments to the supplier must be made net within 14 days after the invoice date, which period is to be regarded as a strict deadline. Negligence of the client with regard to the taking of goods does not affect the payment obligation.
Paragraph 2: Unless explicitly agreed otherwise, all payments made by the client, first and foremost, are firstly deducted from the costs, then deducted from the interest due and finally deducted from the principal sum of the unpaid invoices.
Paragraph 3: Debt comparison or other forms of set-off are never permitted without an express written agreement.
Paragraph 4: The supplier is at all times entitled to require sufficient advance payment or security for the fulfillment of the payment obligations of the client before delivering or continuing the delivery, whereby the supplier is entitled to suspend further deliveries if the client does not meet this demand, 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-execution of the agreement.
Paragraph 5: If the client does not pay within the agreed period, he is legally in default and the supplier has the right to charge him interest from the due date of the unpaid invoice or invoices in the amount of 2% above the statutory interest with a minimum interest rate of 12% per year on the invoice amount.
Paragraph 6: Costs of collection, both judicial and extrajudicial, are for the account of the client. The extrajudicial collection costs are set at 10% of the claim with a minimum of € 250.
Paragraph 7: If the client is in default from that moment on, all claims outstanding with the supplier on the client become immediately due and payable.
Article 12 Liability.
Paragraph 1: Except in the event of gross negligence or intent on the part of the management or managerial employees of the supplier, the supplier is only liable for costs,
damages or interests arising as a result of acts or negligence of the aforementioned persons or of other subordinates of the supplier or of persons used by the supplier to execute the agreement, however, to a maximum of the amount of the invoice value of the goods delivered by the supplier in connection with which caused the damage.
Paragraph 2: Any liability of the supplier for business damage or other indirect damage suffered by the client and / or third parties, for whatever reason, is expressly excluded.
Sub-article 3: If the customer has given information about which the supplier has indicated to him that he has doubts about the quality, resells, delivers, pledges or otherwise, under whatever title, whether or not for free and whether or not in use, the client transfers to or makes available to another party, the client is obliged to indemnify the supplier against all claims from third parties for damage caused by, or in connection with, goods delivered by the supplier to the other party.
Article 13 Designs, models etc.
Paragraph 1: All drawings, sketches, diagrams, samples, models, tools, etc. that are used by the supplier remain intellectual and / or physical property of the supplier even if they are handed over to the client and may therefore, subject to the supplier’s prior written permission, no other purpose than the execution of the agreement between supplier and client are used.
Paragraph 2: The client indemnifies the supplier against claims from third parties with regard to the goods referred to in the previous paragraph from the client concerning intellectual property rights.
Article 14 Disputes / applicable law.
Paragraph 1: Dutch law applies to all agreements to which these conditions apply in whole or in part.
Paragraph 2: With due observance of the provisions of art. 108 of the Code of Civil Procedure, all disputes will be settled by the Court of The Hague, unless this choice of forum is contrary to the law.
Paragraph 3: Unless explicitly agreed otherwise in writing, all legal claims to which these general terms and conditions give the client reason will lapse after the lapse of a year since the delivery date.
All offers and deliveries of and agreements with TBTB Business gifts are exclusively governed by Dutch law.