Algemene Voorwaarden

GENERAL CONDITIONS OF SALE AND DELIVERY BEGLOBAL RELATIONSHIPS ESTABLISHED BY THE ASSOCIATION PLATFORM PROMOTIONAL PRODUCTS, statutorily established in LEERDAM and actually maintaining an office in (4143 HS) LEERDAM at GILDENSTRAAT 17. Adopted during the General Meeting of 8 March 2018 and filed under number 34179289 with the Chamber of Commerce.

Article 1. Definitions

In these general terms and conditions, the following terms shall have the following meanings
Customer: the natural or legal person practising a profession or representing a business.
Defect: Any deviation of the Products from the Specification and any other failure of the Products or services provided to function properly;
PPP Disputes Committee: the disputes committee set up by the Platform Promotional Products association;
Delivery Period: the period specified in the Agreement within which the Products must be delivered;
Supplier: the user of these general terms and conditions, in this case the member of the Platform Promotional Products association, who has a (pre-)contractual relationship with the Customer;
Order: any order from the Customer to the Supplier for the delivery of Products, in any form whatsoever;
Agreement: any agreement made between the Supplier and the Customer, any amendment or addition thereto, as well as all (legal) acts in preparation and/or execution of such agreement;
Distance contract: an agreement concluded between the Supplier and the Customer as part of an organized system for the distance sale of products, digital content and/or services, whereby, up to and including the conclusion of the agreement, exclusive or joint use is made of one or more techniques for distance communication;
Products: All goods produced and/or delivered by or at the expense of the Supplier in the execution of an Order or Agreement as well as services - whether or not related to them - to be provided by the Supplier, including advice and creative expressions;
Specification: The description of Products ordered by Customer which is stated or referred to in the Order or Agreement.
Website: Supplier's web shop where Products are offered for purchase by Customers.

Article 2 Applicability

Paragraph 1: Unless agreed otherwise in writing, all offers and quotations of the Supplier and any Agreement between the Supplier and the Customer shall be subject to these General Terms and Conditions.
Paragraph 2: The applicability of any general (purchase) terms and conditions used by the Customer is expressly rejected by the Supplier, unless the applicability thereof has been expressly accepted by the Supplier in writing.
Paragraph 3: Before the distance agreement is concluded, the text of these General Terms and Conditions shall be made available to the Customer. If this is not reasonably possible, the Supplier shall, prior to the conclusion of the distance contract, indicate the manner in which the general terms and conditions may be inspected at the Supplier's premises and that, at the Customer's request, they shall be sent free of charge as soon as possible.
Paragraph 4: If the distance contract is concluded electronically, then, contrary to the previous paragraph, and before the distance contract is concluded, the text of these General Terms and Conditions shall be made available to the Customer by electronic means in such a manner that it can be easily stored by the Customer on a long-term data carrier. If this is not reasonably possible, before the remote agreement is concluded, it will be indicated where the general conditions can be viewed electronically and that, at the Customer's request, they will be sent electronically or otherwise free of charge.
Paragraph 5: If any provision in these General Terms and Conditions proves to be invalid, this shall not affect the validity of the General Terms and Conditions as a whole. In that case, the parties will adopt (a) new provision(s) by way of replacement, which will give shape to the intention of the original provision as much as is legally possible.

Article 3 Offers

Paragraph 1: All offers, in whatever form, shall be free of obligation for the Supplier and must be regarded as a whole. If an offer contains a period for acceptance, this shall only imply that the offer lapses after this period in any event.
Paragraph 2: All images, catalogs, drawings and other 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 explicitly confirmed.
Paragraph 3: All quotations and offers are based on execution of the Agreement under normal circumstances and during normal working hours.
Paragraph 4: The contents of the website and the offer have been compiled with the greatest care. However, the 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 the Supplier are therefore 'subject to change'.

Article 4 The Agreement

Paragraph 1: The Agreement shall be concluded at the moment the Customer accepts the offer and fulfils the conditions set therein, or after the Supplier has commenced the fulfilment of the Order following statements by the Customer. If due to circumstances, including the nature, scope or urgency of the Order, no order confirmation is sent, the invoice shall be regarded as the order confirmation.
Paragraph 2: If the Customer has accepted the offer electronically, the Supplier shall forthwith electronically confirm receipt of the acceptance of the offer. As long as the receipt of such 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 shall have the right to revoke the offer within 3 (three) working days after receipt of the acceptance. The Supplier shall notify the Customer of such revocation without delay.
Paragraph 4: If the Agreement is concluded electronically, the Supplier shall take appropriate technical and organizational measures to secure the electronic transmission of data and shall provide a secure web environment. If the Customer can pay electronically, the Supplier shall observe appropriate safety measures for that purpose.
Paragraph 5: If it appears that the Customer has provided incorrect information when accepting or otherwise entering into the Agreement, the Supplier shall be entitled to fulfil its obligation only after having received the correct information.
Paragraph 6: The Supplier may, within the limits of the law, investigate whether the Customer can fulfil his payment obligations, as well as all those facts and factors that are important for a sound conclusion of the distance contract. If, on the basis of this examination, the Supplier has good grounds for not entering into the agreement, he is entitled to refuse an order or application or to attach special conditions to its execution. If, on the basis of this examination, the Supplier refuses the request or attaches special conditions to it, he shall inform the Customer thereof as soon as possible but at the latest within 3 days after conclusion of the agreement, stating the reasons.
Paragraph 7: All documents, supplied models, samples or examples relating to the offers made by the Supplier and/or to the Agreement shall be and remain the Supplier's property and may not be provided to third parties, made available for inspection, multiplied or imitated in any way whatsoever without the Supplier's written permission. The Buyer is obliged to return these to the Supplier carriage paid within fourteen days after a request to that effect made by the Supplier, undamaged and, where applicable, in the original packaging.
Paragraph 8: If, after the conclusion of the Agreement, the Customer wishes to terminate it in whole or in part prematurely, the Customer shall owe the Supplier the costs incurred by the Supplier with respect to Products already purchased, the hours of account/supervision provided by the Supplier and the costs of external parties engaged.

Article 5 Prices

Paragraph 1: All prices stated on the website and in other materials originating from the Supplier shall be exclusive of VAT (unless stated otherwise) and, unless stated otherwise on the website, of any other levies imposed by the government.
Paragraph 2: Unless agreed otherwise, the price or prices stated in the offer shall be 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. Increases in prices as a result of 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 Customer shall be entitled to dissolve the Agreement by registered letter within 7 working days after being informed of the price increase, without being entitled to any compensation.
Paragraph 4: Any additional costs, such as delivery and payment costs are listed on the website and in any case shown in the ordering process.

Article 6 Delivery of processed Products

Paragraph 1: In the event that the Supplier receives an order to deliver Products especially processed (or, as the case may be, assembled) for the benefit of the Customer, the Customer shall be required to provide sufficient quantities of material suitable for the processing. As long as the Customer has not fulfilled this obligation, the Supplier shall have the right to suspend its obligations under the Agreement.
Paragraph 2: The Supplier shall only be required to send a proof, model, sample or example for the Customer's approval in advance if this was stipulated in writing by the Customer upon entering into the Agreement. In that case, the Supplier undertakes to submit a 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 proof, model or example shall be deemed to have been approved if no written response is received within five working days.
Paragraph 3: All costs of the proof, model, sample or example shall be charged separately and shall not be included in agreed prices unless expressly agreed otherwise.

Article 7 Consultancy work and product development

Paragraph 1: If so required, the Supplier may act in an advisory capacity. The Supplier shall have the right to charge this separately to the Customer, regardless of whether the advice relates to Products produced and/or delivered by or at the expense of the Supplier pursuant to the Agreement.
Paragraph 2: In the event of product development, advice on promotional products to be applied, advice relating to creative concepts, quotations for extensive projects with processed or unprocessed products, national or international market research into specific products or product requests for products that have not been specifically described, the provisions of paragraph 1 of this Article shall apply in full.

Article 8 Use of third parties

The Supplier is entitled to engage third parties for the performance of the Agreement. It is also entitled to transfer rights and obligations arising from the Agreement to third parties.

Article 9 Deliveries, Delivery Terms and Force Majeure

Paragraph 1: Delivery periods shall be determined by approximation and shall never be regarded as a deadline, unless otherwise expressly agreed upon. Delivery terms shall only commence as soon as the Agreement has been concluded in accordance with Article 3, all data required for the execution of the Agreement have been provided and the Customer has paid the purchase price or, as the case may be, the agreed upon term(s) or has provided payment in advance required by the Supplier.
Paragraph 2: If the delivery is prevented in whole or in part by force majeure, the Supplier shall be entitled to suspend the delivery, as well as - in the event that the situation causing the force majeure lasts longer than three months or as soon as it becomes certain that it will last longer than three months - to dissolve the Agreement, insofar as it has not been carried out, in whole or in part, and to claim payment for the parts that have been carried out, without any obligation to pay damages to the Customer.
Paragraph 3: Force majeure shall include, but not be limited to, fire, flooding, strikes, epidemics, (civil) war, terrorism, government measures, permits not being available (in time), trade embargoes, labour disturbances, power outages, business interruptions, shortcomings or unlawful conduct by supplier(s) and subcontractors of the Supplier or other third parties, including any defects in the goods supplied by them to the Supplier, and the non-availability (in time) or insufficient availability of materials, transport, fuels, energy and labour.
Paragraph 4: Delivery shall take place ex works, unless explicitly agreed otherwise. The costs for transport and insurance shall be at the expense of 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 moment of delivery, as it should under these General Terms and Conditions. The transport shall take place at the Customer's risk, even if the carrier has explicitly stipulated that all transport documents must state that all damage resulting from the transport shall be at the expense and risk of the shipper.
Paragraph 5: In the event that the Supplier takes care of the transport, the Customer, or a third party designated by the Customer, must report any transport damage to the carrier or, as the case may be, the forwarder, immediately upon receipt, but within a maximum of 12 hours after receipt of the Products, and must send a copy thereof to the Supplier.
Paragraph 6: Products that have not been purchased by the Customer or a third party designated by the Customer after the expiry of the Term of Delivery, will be stored by the Supplier at the expense and risk of the Customer. In the event of late purchase, the Supplier shall have the right to dissolve the Agreement after a period of 14 days after the expiry of the Term of Delivery, 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 color, composition, weight, external appearance etc. of the Products deviate only slightly from models, samples or examples supplied earlier, or from what has been agreed in any other way, the Products concerned shall be deemed to comply with the Agreement. The Supplier shall in any case be deemed to have fulfilled its obligations to deliver if the weight or the number of the Products delivered does not deviate more than 10% from that which was agreed.
Paragraph 8: The dispatch of Products by the Supplier in instalments shall be permitted, whereby each instalment may be invoiced separately.

Article 10 Complaints

Paragraph 1: The Supplier guarantees that the products, services and digital content comply with the contract, with the specifications stated in the offer, with the reasonable requirements of soundness and/or usability and with the existing statutory provisions and/or government regulations on the date of the conclusion of the contract.
Paragraph 2: If the delivered product, service or digital content does not comply with the agreement (is delivered faulty or defective), the Customer shall notify the Supplier thereof within 3 working days after discovering the defect. If the Customer fails to do so, he can no longer claim any form of repair, replacement, compensation and/or refund regarding this defect.
Paragraph 3: If the Supplier considers a well-founded complaint, the relevant products will be repaired, replaced or (partly) reimbursed, after consultation with the Customer. The Supplier may refer the Customer to a manufacturer or supplier.
Paragraph 4: If the Supplier agrees with the Customer to return products on the basis of the provisions of this Article, the Customer shall return the products as soon as possible. If repayment is made of amounts paid in advance, the Supplier shall repay such amounts within 30 days after receipt of the products.
Paragraph 5. It is possible that manufacturers and/or suppliers offer their own guarantees. The Supplier does not offer these guarantees. If the Supplier chooses to do so, it can, however, mediate in the invocation of these guarantees by the Buyer.

Article 11 Retention of title

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 pursuant to the Agreement, as well as the claims on account of any failure by the Customer to comply with this or any other agreement(s), including any 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 been transferred to the Customer, the Customer shall not be allowed to process the Products, place them beyond their actual control, dispose of them, pledge them or encumber them in any other manner, and shall take all appropriate measures to separate these Products and to keep them separate from the other goods present at the Customer's premises, and shall do or cause to be done everything necessary to prevent confusion, accession or the creation of a business.
Paragraph 3: The Customer commits not to assign or pledge to third parties any claims it may acquire against its customers, and commits to pledge such claims to the Supplier, as soon as the latter expresses a desire to that end, in the manner set out in Article 3: 239 of the Dutch Civil Code, as additional security for its claims against the Customer on any account whatsoever.
Paragraph 4: The Customer shall be required to point out in writing to third parties who wish to recover their right of ownership to the Products supplied by the Supplier. The Customer must inform the Supplier hereof in writing and without delay.
Paragraph 5: If the Customer fails to fulfil his obligations or if the Supplier has good reason to fear that the Customer shall fail to fulfil his obligations, the Supplier may invoke its retention of title, in which case, upon request, the Customer shall be required to immediately transfer actual control of the delivered Products to the Supplier free of charge. Furthermore, the Supplier is entitled to retrieve these Products or have them retrieved from the place where they are located, at the expense of the Customer. The Customer hereby irrevocably authorises the Supplier to enter the premises used by or for the Customer in order to do so. After taking back the goods, the Buyer shall be credited for the market value, which shall in any case be higher than the original purchase price, minus the costs of taking back the goods and the damage suffered by the Supplier.

Article 12 Duration transaction: duration of cancellation and extension

Paragraph 1: The Customer may terminate an agreement entered into, for an indefinite period of time and which relates to the regular delivery of Products at any time, subject to the 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 for a definite period and that extends to the regular delivery of products, digital content or services, is tacitly renewed with the same duration as agreed.
Paragraph 4. The aforementioned notice periods shall apply accordingly to terminations by the Supplier.

Article 13 Payment

Paragraph 1: Unless agreed otherwise in writing and without prejudice to the provisions of the following paragraph, payments to the Supplier shall be made in Euros, either net in cash, or at the office of the Supplier by means of an electronic transfer, bank deposit or giro account to be specified by the Supplier, at the Supplier's discretion, always within 14 days from 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 permitted without an explicit written agreement.
Paragraph 3: At all times, before delivering or continuing with the delivery, the Supplier shall have the right to require, in his opinion, sufficient payment in advance for the fulfilment of the Customer's payment obligations, the Supplier shall have the right to suspend further deliveries if the Customer fails to meet this requirement, also in the event that a fixed delivery time has been agreed upon, all this without prejudice to the Supplier's right to claim compensation for losses on account of late or non-fulfilment of the Agreement.
Paragraph 4: If the Customer has not paid the amount due under the Agreement within the agreed upon period, he shall be in default by law. The Supplier shall have the right to increase the amount due by adding the statutory interest, and the Supplier shall have the right to charge and recover from the Customer the extrajudicial collection costs it has incurred as well as any litigation costs.
Paragraph 5: If the Customer is in default regarding his obligations under the Agreement or these General Terms and Conditions, all payment obligations of the Customer to the Supplier shall become immediately due and payable from that moment on, regardless of whether any invoices have already been sent out.

Article 14 Intellectual, Industrial Property Rights and Confidentiality

Paragraph 1: All intellectual and industrial property rights (including trademark rights, design rights and patents) to all designs, drawings, models, samples and examples made available or developed pursuant to the Agreement (hereinafter: "the Information") shall be vested exclusively in the Supplier, unless expressly agreed otherwise.
Paragraph 2: The Customer shall not be entitled to use the Information referred to in the preceding paragraph for any purpose other than the use of the Products to which it relates as estipulated in the Agreement.
Paragraph 3: The Customer shall observe confidentiality with respect to all Information, Specifications, business information and know-how concerning and originating from the Supplier, which has been made available to the Customer for the fulfilment of the Agreement. Upon request, the Customer shall immediately transfer the confidential information as well as all copies or any other repruduction thereof to the Supplier.

Article 15 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 his discretion, replace the item in question with a Product that does not infringe the right, attempt to acquire a right of use in that respect or refund the price paid by the Customer for that Product, less a reasonable depreciation.
Paragraph 2: In the event of replacement or refund, the Supplier shall be entitled to attach the condition to the return of the Products originally delivered.
Paragraph 3: The Supplier shall have no other obligation with respect to any infringement of third-party rights than the obligation to replace, acquire or refund referred to in paragraph 1.
Paragraph 4: In the event that an Order is carried out according to design, drawings, formula, Specifications or instructions provided by or on behalf of the Customer, or if such Order is carried out using goods to be provided by or on behalf of the Customer, the Customer cannot invoke the provisions of this Article and the Customer shall indemnify the Supplier against all claims related to alleged infringements of intellectual or industrial property of third-party rights.

Article 16 Liability

Paragraph 1: The Supplier shall only accept liability if:

- The damage is the direct result of intent or gross negligence on the part of Supplier or Supplier's managerial subordinates;

- The damage is the direct result of a defect that can be shown in the Products produced and/or delivered by the Supplier, as these do not offer the safety which is to be expected of them, taking all the circumstances into account.

Paragraph 2: The Supplier does not accept any liability for the improper placement of the business logo and/or business name on the Customer's goods, any other processing of the Customer's goods and/or delivery of Products, if and insofar as the Defect is the result of any inaccuracy or imperfections in the design provided by the Customer to the Supplier, as well as any third-party right infringements in the design.
Paragraph 3: The total liability of the Supplier for attributable failure to comply with the Agreement shall in any event be limited to compensation of the material and direct damage up to a maximum of the amount of the price stipulated separately for the Products in question (exclusive of VAT).
Paragraph 4: In respect of the losses described above, the Supplier shall in any event not accept any liability for those losses for which its insurer makes no payment (upon request, the Supplier shall provide the Customer with a copy of the insurance agreement in question). Furthermore, the total liability of the Supplier shall never exceed the amount of € 50,000 per event.
Paragraph 5: The Supplier shall only be held liable for the direct or indirect loss for which it has explicitly accepted liability in these Terms and Conditions.
Paragraph 6: The Customer shall indemnify the Supplier against all claims of third parties who have allegedly suffered a loss as a result of a Defect in a good delivered by the Customer to a third party and which consisted (partly) of goods delivered by the Supplier, except if and insofar as the Customer proves that the loss was exclusively and solely 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 shall never be liable for any loss whatsoever.
Paragraph 8: Unless expressly agreed otherwise in writing, all legal claims based on the Agreement and these General Terms and Conditions shall lapse one year after the delivery date.

Article 17 Return of rented and loaned items

Paragraph 1: If, during the fulfilment of the Agreement, the Supplier has rented out and/or given any goods on loan to the Customer, whether payment is involved or not, the Customer shall be required to return these goods in their original state, free of defects and in their entirety, immediately after termination of the Agreement, for any reason whatsoever. The aforementioned period shall be regarded as a strict deadline.
Paragraph 2: If, for any reason, the Customer fails to fulfil the obligation referred to in paragraph 1, the Supplier shall be entitled to recover from the Customer the resulting damages and costs, including the costs of replacement and loss of rental income, without prejudice to all other rights to which the Supplier is entitled.

Article 18 Dissolution

Paragraph 1: If the Customer fails to fulfil any of his obligations towards the Supplier, fails to fulfil them on time or properly, requests a suspension of payments, goes bankrupt or terminates his business, in the event of a legal merger or if a substantial part of the control with the Customer changes hands, all invoices shall be immediately due and payable and the Supplier shall have the right - without judicial intervention and/or further notice of default being required - by means of a written statement to dissolve (all) Agreements concluded with the Customer in whole or in part, and the Supplier shall be entitled to compensation of all direct, indirect and consequential damages, including loss of profit, without prejudice to any other rights to which it is legally entitled.
Paragraph 2: If the Supplier fails to fulfil its obligations, or fails to do so in time or properly, even after having received a written notice to that effect, the Customer may dissolve the Agreement in respect of the defective part thereof, without, however, being able to claim compensation for dissolution losses, regarding the provisions of Article 10 of these General Terms and Conditions in respect of the retention of title shall remain expressly in force.

Article 19 Processing of Personal Data

Paragraph 1: If the Customer provides the Supplier with personal data necessary for the performance of the Agreement, the Customer shall remain the Data Controller as referred to in the General Data Protection Regulation.
Paragraph 2: The Supplier shall take the necessary technical and organizational 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 interest of the Customer to be protected and the nature of the personal data processed by the Supplier on behalf of the Customer.
Paragraph 3: Upon completion of the Agreement, the Supplier shall, at the instruction of the Customer, destroy the personal data obtained by the Supplier in the context of the performance of the Agreement, unless the Customer disputes the service provided.
Paragraph 4: The Supplier and the Customer shall lay down their mutual rights and obligations separately in a Processing Agreement.

Article 20 Numbers, measurements, weights and other data

Slight deviations with regard to specified sizes, weights, numbers, colors (PMS color coding is leading) and other such data shall not count as deficiencies. Trade custom shall determine whether minor deviations exist.

Article 21 Disputes/applicable law/choice of forum

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: Any disputes arising between the Supplier and the Customer with respect to the implementation of the Agreement may be jointly submitted by the Supplier and the Customer to the PPP Disputes Committee, which shall render a binding opinion for the parties.
Paragraph 3: All disputes arising between the Supplier and the Customer concerning the execution of the Agreement shall, unless the dispute has already been decided by the Disputes Committee PPP, be settled exclusively by the competent court.

Article 22 Other provisions

Paragraph 1:These general terms and conditions are available in Dutch, English, French and German. In case of differences in interpretation, the Dutch version prevails.
Paragraph 2: These General Terms and Conditions can be amended by the Supplier (or at least by the Promotional Products Platform). Amendments shall be announced by the Supplier to the Customer in writing and shall take effect thirty (30) days after their announcement, unless a different date is stated in the announcement. The Customer already agrees to the content and applicability of the then amended General Terms and Conditions as from the effective date stated in the announcement.
Paragraph 3: If any provision of the Agreement or these General Terms and Conditions turns out to be void or otherwise unenforceable, this shall not affect the validity of the other provisions of the Agreement and the General Terms and Conditions. In that case, the Supplier shall have the right to replace that provision with a provision that approximates the purpose and intent of the void/annulled or unenforceable provision as closely as possible.

General Terms and Conditions

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