Terms of Delivery
September 2021 version
Terms of delivery of GreenThesis
Article 1 – Definitions
Article 2 – Applicability
Article 3 – Offers
Article 4 – Agreements and cancellation
Article 5 – Price
Article 6 – Price changes
Article 7 – Payment terms
Article 8 – Method of delivery; retention of title
Article 9 – Terms of delivery
Article 10 – Inquiry on Delivery
Article 11 – Typesetting, printing or other proofs
Article 12 – Deviations
Article 13 – Term Agreements; periodic expenses
Article 14 – Intellectual property etc.
Article 15 – Ownership of means of production, etc.
Article 16 – Owner’s property, right of pledge
Article 17 – Materials, products, specifications and information supplied by the client Article 18 – Force Majeure
Article 19 – Liability
Article 20 – Security
Article 21 – Processing of personal data
Article 22 – Secrecy
Article 23 – Expiration periods
Article 24 – Dissolution
Article 25 – Applicable law
Article 1: Definitions
In these delivery conditions, the following definitions apply:
the natural or legal person who has commissioned the supplier to manufacture or deliver goods, provide services or perform work;
the natural or legal person who has accepted the assignment as referred to under a or who has made an offer prior to a possible assignment, or who has otherwise entered into an agreement with the client;
any agreement between the supplier and the client with regard to the manufacture or delivery of goods, the provision of services or the performance of work;
any offer by the supplier to enter into
5. Information carriers:
magnetic tapes and discs, optical discs and all other means intended for the recording, processing, transmission or reproduction or publication of texts, images or other data with the aid of equipment, all this in the broadest sense of the word;
Royal Association of Graphic Enterprises, with its registered office in Amstelveen, with offices in Schiphol-Rijk.
7. Personal data:
personal data within the meaning of Art. 4 paragraph 1 of the General Data Protection Regulation (UAVG and AVG); 8. Processing/Processing of personal data:
processing within the meaning of art 4 paragraph 2 of the General Data Protection Regulation (UAVG and AVG). Article 2: Applicability
1. These terms and conditions of delivery apply to the conclusion, content and fulfillment of all agreements concluded between the supplier and the client, or offers, acceptances, order confirmations and other (legal) acts of the supplier, whether or not in electronic form. .
2. The client’s general (purchase) conditions only apply if it has been expressly agreed in writing that they will apply to the agreement between the parties to the exclusion of these delivery conditions. Acceptance in this way of the applicability of the client’s (purchase) conditions to an agreement in no way entails that those conditions also tacitly apply to any agreement concluded at a later date.
3. If these terms and conditions of delivery have been applicable to any agreement, they will automatically apply – without this needing to be separately agreed between the parties – to any agreement concluded between the parties subsequently, unless the relevant agreement has been expressly agreed in writing between the parties. otherwise agreed.
4. If any provision of these terms of delivery is void or destroyed, all other provisions will remain in full force and effect. To replace the void or voided provisions, new terms and conditions will be made between the parties that are legally valid but which are as close as possible to the original intent.
5. Insofar as an agreement deviates from one or more provisions of these terms of delivery, the provisions of the agreement shall prevail. In that case, the other provisions of these terms and conditions of delivery remain applicable in full to the agreement.
6. If translations of these delivery conditions have been published, the version in the Dutch language will prevail over the version(s) in another language.
Article 3: Offers
1. The mere making of an offer, whether or not with a quoted quotation, budget, cost estimate or similar notification, does not oblige the supplier to conclude an agreement with the client.
2. Offers from the supplier are always without obligation and can only be accepted without deviations by means of a written notification, whether or not made electronically. An offer is in any case deemed to have been rejected if it is not accepted within one month, unless a different term for acceptance is stated in the offer.
3. Obvious mistakes or errors in the supplier’s offer are not binding on the supplier.
4. An offer accepted by the client within the period of validity can be revoked by the supplier during 7 days after the date of receipt of the acceptance by the client, without this leading to any obligation on the part of the supplier to pay compensation for any resulting from this by the client. damage suffered by the client.
5. If the client provides the supplier with data, information, drawings and the like with a view to making an offer, the supplier may assume that this is correct and will base its offer on this. The client indemnifies the supplier against any claim by third parties with regard to the use of data, information, drawings and the like provided by or on behalf of the client.
Article 4: Agreements and cancellation
1. With due observance of the other provisions of these delivery conditions, an agreement is only concluded: a) by acceptance by the client of an offer;
b) written order confirmation of an order given by the client (oral or written) other than on the basis of an offer; c) because the supplier actually executes an order from the client.
2. The agreement supersedes and replaces all previous proposals, correspondence, agreements or other communication between the parties that took place prior to entering into the agreement, however much they may deviate from or conflict with the agreement.
3. Changes and/or additions to the agreement only apply after written acceptance thereof by the supplier. The supplier is not obliged to accept changes and/or additions to an agreement and is entitled to demand that a separate agreement be entered into. The supplier is authorized to pass on any costs related to the changes and/or additions to the agreement to the client.
4. Promises by and agreements with subordinates or representatives of the supplier only bind the supplier towards the client if and insofar as these promises and/or agreements have been ratified or confirmed in writing by the supplier to the client.
5. The client is entitled to cancel an agreement before the supplier has started the execution of the agreement, provided that he compensates the damage caused to the supplier as a result. This damage includes the losses and lost profits suffered by the supplier and in any case the costs already incurred by the supplier in preparation of the agreement to be performed, including but not limited to those of reserved production capacity, purchased materials, services invoked and storage.
6. Cancellation of agreements for the production of periodical publications as referred to in Article 13 is not possible.
Article 5: Price
1. Prices stated in an offer or agreement are in Euros and – unless expressly stated otherwise – are exclusive of costs for packaging, transport and other costs of dispatch, import documents, (transport) insurance(s), travel time, travel costs and accommodation costs and also exclusive of turnover tax and/or other government-imposed levies, of whatever nature.
2. The price quoted by the supplier for the performance to be performed by him applies exclusively to the performance in accordance with the agreed specifications.
3. In the case of composite offers, there is no obligation to deliver part of the total performance against the amount stated in the offer for this part or against a proportional part of the price stated for the whole.
4. If no price has been agreed between the parties, but the parties have concluded one or more agreements with the same or almost the same content in a year prior to the agreement, the price will be calculated on the basis of the production methods and calculation rates used, whereby the prices as applicable at the time of entering into or executing the current agreement are used.
5. If, outside the application of the provisions of the previous paragraph of this article, no price has been agreed between the parties, if a price has only been quoted by way of estimate or if the agreed price can be changed pursuant to these general terms and conditions, the price or the change will be of the price determined at an amount considered reasonable in the graphic media industry.
Article 6: Price changes
1. The supplier is entitled to increase the agreed price if one or more of the following circumstances occur after the conclusion of the agreement: increase in the costs of materials, semi-finished products or services required for the execution of the agreement, increase in shipping costs, wages, employer’s social security contributions, the costs associated with other working conditions, the introduction of new and an increase in existing government levies on raw materials, energy or residues, a significant change in currency relations or, in general, circumstances that affect the be similar.
2. Extra laborious text, unclear copy, unclear sketches, drawings or models, faulty information carriers, faulty computer software or data files, faulty method of delivery of the materials or products to be supplied by the client and all similar supplies by the client that the supplier require more work or costs than they could reasonably have expected when entering into the agreement, are grounds for an increase in the agreed price. Extraordinary or reasonably unforeseeable processing difficulties arising from the nature of the materials and products to be processed are also grounds for an increase in the agreed price.
3. The supplier is entitled to increase the agreed price if the client makes changes to the originally agreed specifications, including author’s corrections or changed instructions after receipt of working drawings, models and of typesetting, printing and other proofs. The supplier will cooperate with these changes within reasonable limits, if the content of the performance to be performed by it does not deviate substantially from the originally agreed performance.
Article 7: Payment terms
1. Unless otherwise agreed, the client must pay the price and the other amounts owed under the agreement within 30 days of the invoice date, without being able to invoke any discount, settlement or suspension. Payment must, however, be made in the manner indicated by the supplier if the client is a natural person who does not act in the course of a profession or business. If payment is not made on time, the client is in default without notice of default being required by the supplier.
2. In the event of an agreed delivery in parts, after delivery of the first part, the supplier is entitled to demand payment of the costs incurred for the entire delivery, such as those for typesetting, lithographs and proofs, in addition to payment of this part.
3. The client is at all times and irrespective of the agreed payment conditions, obliged to make full or partial advance payment at the supplier’s first request and/or to provide security for the payment of the amounts to be paid to the supplier under the agreement. The security offered must be such that the claim with any interest and costs that may accrue thereon is properly covered and that the supplier will be able to recover it without difficulty. Any security that subsequently becomes insufficient will have to be supplemented to a sufficient security at the supplier’s first request. If and as long as the client fails to make the full or partial advance payment and/or security required by the supplier, the supplier is authorized to suspend its obligation to deliver.
4. If the client does not pay on time as referred to in paragraph 1 of this article, due to the delay in the payment of the amount owed by him from the 31st day after the invoice date, the statutory commercial interest on this amount, or if applicable, the statutory interest. The supplier is authorized to charge one twelfth of this interest for each month or part of a month in which the client has not fully complied with its payment obligation.
5. In the event of late payment as referred to in paragraph 1 of this article, in addition to the amount owed and the interest due thereon, the client is obliged to pay full compensation for both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies. . The extrajudicial costs are set at at least 15% of the principal with interest, with a minimum of € 100.00 without prejudice to the supplier’s authority to claim the actual extrajudicial costs if these are higher. In the event that the client is a consumer, the supplier is entitled to an amount with regard to the extrajudicial costs equal to the legally maximum permitted compensation for extrajudicial collection costs, as determined in and calculated in accordance with the Decree on compensation for extrajudicial collection costs, insofar as the outstanding amount – after the occurrence of the default – not yet after a reminder within fourteen days calculated from the day after the day of the reminder is paid by the client-consumer.
6. If the client is in default with the payment of any invoice as referred to in paragraph 1 of this article, all other outstanding invoices are also immediately due and payable, without further notice of default being required.
7. Payments made by the client serve respectively to settle costs owed, interest and subsequently due and payable invoices that have been outstanding the longest, even if the client states with the payment that the payment relates to another invoice.
8. Without prejudice to the provisions of mandatory law, the client does not have the right to suspend its payment obligations towards the supplier and/or to set them off against payment obligations of the supplier towards the client.
9. The supplier is entitled to set off all claims against the client against any debt that the supplier may have to the client or to (legal) persons affiliated with the client.
10. All claims of the supplier on the client are immediately due and payable in the following cases:
a) If, after the agreement has been concluded, the supplier becomes aware of circumstances that give him good grounds to fear that the client will not fulfill his obligations, this entirely at the supplier’s discretion;
b) if the supplier has asked the client to provide security for the fulfillment as referred to in paragraph 3 of this article and this security is not provided or is insufficient;
c) in the event of bankruptcy or suspension of payment of the client, liquidation or death or bankruptcy of the client or – insofar as the client is a natural person – the Debt Restructuring Natural Persons Act (Wet Schuldsanering Natural Persons) become applicable to the client ( WSNP).
Article 8: Method of delivery; retention of title
1. Unless otherwise agreed, delivery takes place at the location where the supplier carries out his business. Digital deliveries take place to the e- mail address specified by the client for this purpose, or (at the risk of the client) by uploading to an external server, or by making it available on the server of (an auxiliary person of) the supplier.
2. The supplier is not obliged to deliver the (manufactured) goods and/or services to be delivered in parts.
3. The client is obliged to fully cooperate with the delivery of the goods or services to be delivered by the supplier under the agreement. The client will also be in default without being required to do so if he does not collect the goods to be delivered at the supplier’s first request or, if applicable, refuses to take receipt of the goods to be delivered.
4. Every delivery of goods by the supplier to the client takes place subject to the ownership thereof until the client has fulfilled all that which he is obliged to under any agreement, including interest and costs. Until that time, the client is obliged to keep the goods delivered by the supplier separate from other goods and clearly identified as the property of the supplier and to properly insure and keep them insured.
5. In the event of delivery of goods to the client in a territory other than the Netherlands, with regard to the relevant goods – if and as soon as they are located in the territory of the relevant country – in addition to the retention of title stated in paragraph 4 above, under Dutch law also a retention of title as stated in paragraph 4 above under the law of the country concerned, on the understanding that with regard to the agreement, Dutch law applies exclusively.
6. As long as the delivered goods are subject to retention of title, the client may not encumber or alienate them outside his normal business operations.
7. After the supplier has invoked his retention of title, he may take back the delivered goods. The client allows the supplier to enter the place where the goods are located.
8. If transport of the goods to be delivered has been agreed, this will be at the expense of the client. The costs related to the transport will in any case include export and import duties, customs clearance costs, taxes and any other costs associated with transport and delivery. government charges, of whatever nature, associated with the goods by the supplier. Unless otherwise agreed in writing between the parties.
9. The risk for the goods to be delivered to the client passes to him ex warehouse of the supplier, or the warehouse of a third party engaged by the supplier, unless explicitly agreed otherwise in the agreement. All goods are at all times transported at the risk of the client. Unless the client requests the supplier in good time to insure the goods during transport at the expense of the client (and/or otherwise stipulated in the agreement), the goods will be transported uninsured by or on behalf of the supplier. Transport also includes transmission of data using any technical means.
10. The supplier has fulfilled his obligation to deliver by making the goods available to the client at the agreed time in his warehouse, or the warehouse of a third party engaged by the supplier. The delivery document and/or accompanying appendices from the carrier signed by or on behalf of the client provide full proof of the delivery by the supplier of the items stated in the delivery document and/or associated appendices. Acceptance of goods from the supplier by the carrier serves as proof that they were in good external condition, unless the contrary is apparent from the consignment note or the receipt.
11. The supplier is not obliged to store the goods to be delivered, unless the parties agree otherwise in writing. If the client refuses to accept the goods offered or made available for delivery, the supplier will however store the goods in question for 14 days after the date of the offer at a location to be determined by him. After the expiry of this term, the supplier is no longer obliged to keep the goods ordered by the client at the disposal of the client and is entitled to sell the goods to a third party or otherwise dispose of them. The client nevertheless remains obliged to fulfill
the agreement by taking delivery of the relevant goods at the supplier’s first request at the agreed price, while the client is also obliged to compensate the supplier for damage resulting from the client’s previous refusal. to take receipt of the goods in question, including storage and transport costs
.Article 9: Terms of delivery
1. A delivery term stated by the supplier is only indicative, unless it is expressly stated in writing that it concerns a final term. Even with an agreed deadline, the supplier is only in default after the client has given him written notice of default. Exceeding the agreed delivery period does not in any way entitle to compensation. In the event of dissolution of the agreement, the client is also not entitled to compensation, unless the exceeding of the reasonable term set in the notice of default is the result of intent or gross negligence on the part of the supplier.
2. The supplier’s commitment to an agreed deadline for delivery lapses if the client wishes to change the specifications of the work, the item or the product or service or does not comply with the provisions of paragraph 1 of article 11 of these terms and conditions, unless the minor significance of the change or the minor delay does not reasonably require the supplier to change the deployment of production capacity initially planned by him in time.
3. In the performance of the agreement, the client is obliged by the supplier to do everything that is reasonably necessary or desirable to enable a timely delivery by the supplier, in particular by answering questions from the supplier without delay. , the prevention of defective deliveries as referred to in paragraph 2 of article 6 and by observing the provisions of paragraph 1 of article 11 and paragraphs 1 and 2 of article 17 of these delivery terms and conditions.
4. In the event of non-compliance by the client with the provisions of the previous paragraph of this article and the provisions of paragraph 3 of article 7, an agreed deadline for delivery is no longer binding and the client is in default without written notice of default from the supplier is required. In that case, the supplier is authorized, without prejudice to his rights under the law, to suspend the fulfillment of the agreement until the client has remedied this omission. Thereafter, the supplier will still perform the agreement within a reasonable period of time.
5. Even in the event of suspension of the obligations by the supplier due to a failure on the part of the client other than that referred to above in paragraph 4, the term of delivery will be extended by the duration of the suspension.
Article 10: Inquiry upon delivery
1. The client is obliged to investigate with due speed after delivery whether the supplier has properly complied with the agreement and is also obliged to inform the supplier immediately in writing, whether or not by digital means, as soon as the contrary appears to him. The client must make this investigation and the relevant notification within 14 days of delivery at the latest.
2. The supplier is always entitled to replace a previous faulty performance with a new sound performance, unless the default cannot be remedied.
3. The fulfillment of the agreement is deemed to be valid between the parties if the client has failed to carry out the investigation or the notification referred to in paragraph 1 of this article in a timely manner.
4. If the period of 14 days referred to in the first paragraph of this article must be regarded as unacceptably short according to standards of reasonableness and fairness, even for a careful and alert client, this period will be extended until at the latest the first moment at which the investigation or informing the supplier is reasonably possible for the client.
5. The performance of the supplier shall in any event be deemed to be sound between the parties if the client has put the delivered or part of the delivered into use, has processed or processed it, has delivered it to third parties or has had it put into use, respectively. have them processed or processed or delivered to third parties.
6. Without prejudice to the provisions of mandatory law, complaints of any nature whatsoever with regard to the supplier’s performance of the agreement or the proper fulfillment thereof by the supplier do not suspend the client’s payment obligation. Complaints of whatever nature can only be brought to the attention of the supplier in writing.
7. Without prejudice to the provisions of mandatory law, the supplier has no obligation whatsoever with regard to a submitted claim if the client has not fulfilled all its obligations towards the supplier (both financially and otherwise) on time and in full.
8. A claim concerning an item delivered and/or work performed or services performed by the supplier cannot affect previously delivered or yet to be delivered items and/or work or services, not even if these items and/or work to be delivered or services have been or will be provided in execution of the same agreement.
9. If items are missing at the time of delivery, the client must notify the supplier in writing within 7 days of delivery. In the event of a notification after this period, the missing items will not be credited to the client, nor will the items be delivered to the client free of charge.
Article 11: Typesetting, printing or other proofs
1. The client is obliged to carefully examine the typesetting, printing or other proofs received by him, whether or not at his request from the supplier, for errors and defects and to return these corrected or approved to the supplier with due speed.
2. Approval of the proofs by the client is an acknowledgment that the supplier has correctly performed the work preceding the proofs.
3. The supplier is not liable for deviations, errors and defects that have remained undetected in proofs approved or corrected by the client.
4. Each proof produced at the request of the client will be charged in addition to the agreed price, unless it has been expressly agreed that the costs of these proofs are included in the price.
Article 12: Deviations
1. Deviations between the work delivered or the goods delivered/manufactured or the work/services performed on the one hand and the original design, drawing, copy or model or the typesetting, printing or other proof on the other, cannot constitute a reason for rejection, discount, dissolution of the agreement or compensation, if they are of minor importance.
2. When assessing the question of whether deviations in the total work or the goods delivered/manufactured or the work/services performed should be regarded as minor or not, a representative sample will be taken into account, unless the individually determined matters or work/services.
3. Deviations that, taking all circumstances into account, reasonably have no or only a minor influence on the use value of the work or the delivered/manufactured goods or the work/services performed, are always considered to be deviations of minor significance.
4. The Client takes into account the fact that colors of printed matter and layout files, as shown in (digitally) produced proofs or as shown on a screen, will deviate to a certain extent from the color of the printed matter after production. Such deviations cannot constitute a reason for rejection, discount, dissolution of the agreement or compensation.
5. Unless expressly agreed otherwise in writing, over-deliveries or under-deliveries in relation to the agreed number are permitted if they do not amount to more or less than the following percentages:
• circulation up to 20,000 units: 10%
• circulation of 20,000 and more: 5%
However, a percentage of 10% is always permitted with regard to over- or under-deliveries of packaging printed matter, labels and continuous forms. The greater or lesser quantity delivered will be charged or settled.
6. With regard to the quality and grammage of paper and cardboard, deviations of minor significance are those that are permitted under the tolerance standards stated in the General Delivery Conditions of the Association of Paper Wholesalers. The relevant conditions are available for inspection at the supplier. The supplier will send the client a copy of these conditions free of charge on request.
7. Deviations in the other materials and semi-finished products used by the supplier that are permitted in accordance with the general sales conditions relating to the delivery of these materials and semi-finished products to the supplier are regarded as deviations of minor significance. The relevant conditions are available for inspection at the supplier. The supplier will send the client a copy of these conditions free of charge on request.
Article 13: Duration agreements; periodic expenses
1. An agreement for the production of a periodic publication is valid, unless expressly agreed otherwise in writing, for an indefinite period and can only be terminated by giving notice with due observance of the notice period as referred to in paragraph 2, unless the client pays a one-off termination fee. pays 50% of the total amount charged by the supplier for the periodic expenditure for the entire previous year.
2. The notice period is one year if it concerns a periodical publication that appears four times a year or more and 6 months if it concerns a periodical publication that appears less often.
3. A periodic publication as referred to in paragraph 1 of this article is understood to mean a publication that appears at least twice a year.
4. Manufacturing within the meaning of the first paragraph of this article also includes the manufacture of semi-finished products or auxiliary materials such as separate quires, lithographs and typesetting as well as work to finish and distribute the publication.
5. An agreement as referred to in this article can only be terminated by means of a registered letter or letter sent with acknowledgment of receipt, or by writ of bailiff.
6. The provisions of this article can only be deviated from by written agreement. Paragraphs 1, 5 and 6 of this article apply mutatis mutandis to agreements for the provision of services or the performance of work, on the understanding that the standard notice period in those cases is 6 months.
Article 14: Intellectual property etc.
1. The client guarantees the supplier that the client is the rightful claimant with regard to all items received from or on behalf of the client in whatever form, such as copy, typesetting, models, drawings, photos, images, lithographs, films, videos, information carriers, software, data, source codes, object codes, samples, designs, sketches, processes, procedures, reports, articles, correspondence, documents, etc. and no infringement is made of (intellectual property) rights of third parties, including the rights that third parties may assert under an agreement or applicable laws and regulations. The client indemnifies the supplier, both in and out of court, against all claims that third parties can make on that basis.
2. If the supplier reasonably doubts whether the client is the rightful claimant as referred to in paragraph 1 of this article, the supplier is authorized to suspend the performance of the agreement until it is unambiguously established that the client is the rightful claimant. Thereafter, the supplier will still perform the agreement within a reasonable period of time.
3. Unless expressly agreed otherwise in writing, the supplier is always the rightful claimant of the intellectual property rights arising on the goods manufactured, services rendered and work performed by him in the performance of the agreement.
4. The items delivered by the supplier in the context of the agreement, such as copy, typesetting, design drawings, models, work and
detailed drawings, information carriers, software, websites, data files, equipment, photographic recordings, lithographs, films and similar production aids and aids, nor any part thereof belonging to the essential part of that design, may, even if or insofar as no copyright or other legal protection exists for the supplier, may not be reproduced in the context of any production process without the supplier’s written permission.
5. After delivery by the supplier, the client acquires the non-exclusive, non-transferable right to use the goods manufactured by the supplier, services rendered and work performed by the supplier, under the suspensive condition that the client obligations under the agreement have been fully complied with. This right of use is limited to the right of normal use of the delivered goods in the context of the operation of the client’s business and the client will not otherwise reproduce or publish these goods without the prior written permission of the supplier.
6. The right granted to the client on the basis of this article does not affect the right or the possibility of the supplier to use the components, general principles, ideas, designs, algorithms, documentation, programming languages, protocols, standards, know-how on which this development is based. and the like, without any restrictions to use and/or exploit for any other purpose. Nor is the right of the supplier affected to make developments that are similar and/or derived from those that have been or are being made for the benefit of the client.
7. Even if the agreement does not expressly provide for this, the supplier is always permitted to install technical provisions to protect equipment, data files, websites, software made available, software to which the client is given access.
Article 15: Ownership of means of production, etc.
1. All goods manufactured by the supplier, such as means of production, semi-finished products and auxiliary materials, and in particular typesetting, design drawings, models, working and detailed drawings, information carriers, computer software, data files, photographic recordings, lithographs, clichés, films, micro and macro montages, printing plates, screen printing forms, gravure cylinders, stencils, dies and moulds, (foil) embossing moulds, stamping plates and peripheral equipment, remain the property of the supplier, even if these are stated as a separate item in the offer or on the invoice.
2. The supplier is not obliged to hand over or otherwise transfer the goods referred to in paragraph 1 to the client.
3. The supplier is not obliged to keep the goods referred to in the first paragraph of this article for the client. If the supplier and the client agree that these items will be kept by the supplier, this will take place for a maximum period of one year and without the supplier guaranteeing their suitability for repeated use.
Article 16: Ownership of client, right of pledge
1. The supplier will keep the goods entrusted to him by the client in the context of the fulfillment of the agreement with the care of a good custodian.
2. Without prejudice to the provisions of the previous paragraph of this article, the client bears all risks with regard to the goods referred to in paragraph 1 during storage. If desired, the client must take out insurance for this risk itself.
3. The client is obliged to ensure that a duplicate of these items is made prior to the provision to the supplier of copy, a drawing, design, photographic recording or information carrier. The client must keep these in his possession in case the delivered goods are lost by the supplier during storage or become unusable due to damage. In that case, the client must provide the supplier with a new copy on request against payment of material costs. The client grants the supplier a right of pledge on all items that are brought under the control of the supplier within the framework of the performance of the agreement with the supplier, as well as on all other items that are the property of the client and under his control. from the supplier and also on goods delivered in respect of which the supplier cannot invoke its retention of title
due to the fact that the delivered goods have been mixed, deformed or checked, such as additional security for everything that the client may owe the supplier in whatever capacity and on whatever basis, including unclaimable and conditional debts.
Article 17: Materials, products, specifications and information supplied by the client
1. If the client has agreed with the supplier that the client will supply material, (electronic) data or products for printing or processing, he must arrange for this delivery in a manner that is timely and appropriate for normal planned production. appropriate manner. The client will receive instructions for this from the supplier.
2. In addition to the material or products required for the agreed performance, the client is also obliged to supply a reasonable quantity for the relevant processing for tests, slips, etc. The client will receive the statement from the supplier for this purpose. The client guarantees that the supplier will receive a sufficient quantity. The confirmation of receipt of the material or products by the supplier does not constitute an acknowledgment that a sufficient quantity or the quantity indicated on the transport documents has been received.
3. The client bears the risk of misunderstandings with regard to the content and implementation of the agreement if these are caused by specifications not received, incorrectly, not received on time or incomplete by the supplier or other communications that were received verbally or by a person designated for that purpose or transmitted by any technical means such as telephone, fax or e-mail.
4. The supplier is not obliged to inspect the goods received from the client for their suitability prior to printing or processing.
5. The supplier cannot be held liable for failure to comply with the agreement if this is caused by extraordinary or reasonably unforeseeable processing difficulties for the supplier resulting from the nature of the materials supplied by the client, (electronic) data or products, nor if this is the result of deviations between the sample or example initially shown to the supplier and the materials, (electronic) data or products subsequently supplied by the client.
6. The supplier does not guarantee properties such as durability, adhesion, gloss, colour, light or color fastness or wear resistance if the client has not stated the properties and nature of the materials supplied by him at the latest when entering into the agreement. or products and/or has provided incorrect information about the applied pre-treatments and/or the applied surface treatments.
7. Unless expressly agreed otherwise, the supplier cannot be held liable for the release, sticking, staining, change of gloss or colour, nor for damage to materials received by him from the client and to be printed or processed by him. products if these have undergone a pre-treatment such as by applying lacquer, varnish or anti-stain powder.
8. The client is obliged to point out special difficulties or health risks to the supplier in advance in writing during the printing or processing of the materials and products supplied by him.
9. The supplier is entitled to dispose of the residues such as cutting waste, etc. of the materials and products supplied by the client as if they were his property. At the request of the supplier, the client is obliged to collect the unused materials and products as well as the aforementioned residues from the supplier within the period to be set by the supplier.
Article 18: Force majeure
1. Shortcomings of the supplier in the fulfillment of the agreement cannot be attributed to him if they are not due to his fault, nor are they for his account under the law, the agreement or generally accepted standards (force majeure).
2. Force majeure as referred to in paragraph 1 of this article is in any case – and therefore not limited to – understood to include a shortcoming as a result of war, mobilization, riots, flooding, closed shipping, other obstructions in transport, stagnation in, or limitation or cessation of supply by public utilities, lack of gas, petroleum products or other means of power generation, fire, machine breakdown and other accidents, excessive staff absenteeism, strikes, lockouts, union action, export restrictions, other governmental action, non-delivery necessary materials and semi-finished products by third parties, sabotage, intent or gross negligence of auxiliary persons and other similar circumstances.
3. In the event of force majeure, the supplier has the choice either to suspend the execution of the agreement until the force majeure situation has ceased to exist, or to dissolve the agreement in whole or in part, whether or not after having initially opted for suspension. In both cases, the client is not entitled to any compensation. If the period in which fulfillment of the obligations by the supplier is impossible due to force majeure lasts longer than thirty (30) days, the client is also entitled to partially dissolve the agreement (for the future), on the understanding that the supplier, in accordance with paragraph 4 of this article is entitled to send an invoice for the goods already delivered or work/services performed. In the event of partial dissolution, there is no obligation to compensate the (possible) damage.
4. If the supplier has already partially fulfilled his obligations at the commencement of the force majeure or can only partially fulfill his obligations, he is entitled to invoice that part separately and the client is obliged to pay this invoice as if it were a separate agreement.
Article 19: Liability
1. The supplier is liable for damage suffered by the client and which is the result of a shortcoming attributable to the supplier in the fulfillment of the agreement. However, compensation is only eligible for damage against which the supplier is insured or should reasonably have been insured – given the nature of the supplier’s business and the market in which it operates – and only up to the amount that the insurer case pays out.
2. Not eligible for reimbursement:
a) financial loss, such as – but not limited to – trading loss, consequential damage, delay damage, lost profit, loss of turnover, lost savings, reduced goodwill, reputational damage, damage related to costs in connection with interruption or standstill of (part of) the company of the client and /or other indirect damage; b) damage caused by acts or omissions of the client and/or third parties in violation of instructions provided by the supplier or in violation of the agreement and/or these delivery conditions; c) damage as a direct result of incorrect, incomplete and/or unsound information provided to the supplier by or on behalf of the client.
a) it is not possible for the supplier at the time of entering into the agreement or not under reasonable conditions to take out an insurance policy as referred to in paragraph 1 of this article or to extend it afterwards under reasonable conditions; b) the insurer does not pay out the relevant damage; c) the relevant damage is not covered by the insurance, the compensation for the damage is limited to the amount that the supplier has agreed with the client for the (present) agreement (excluding VAT).
4. The supplier is not liable for damage of whatever nature that arises because or after the client has put the (manufactured) goods into use, processed or processed them, delivered them to third parties or had them put into use, respectively. processing or processing or has had it delivered to third parties.
5. The supplier is also not liable for damage to materials or products received by him from the client and to be printed, processed or processed by the supplier, if the client has not notified the supplier of has provided the properties and nature of these materials or products and sound information about the applied pre-treatments and the applied surface treatments.
6. If the supplier is held liable by a third party for any damage for which he would not be liable under the agreement with the client or these delivery conditions or otherwise towards the client, the client shall fully indemnify him in this regard and reimburse the supplier for everything that he must pay to this third party.
Article 20: Security
1. If the supplier is obliged under the agreement to provide some form of information security, that security will meet the specifications agreed in writing between the parties regarding security. The Supplier does not guarantee that the information security is effective under all circumstances. If an expressly described method of security is missing in the agreement, the security will meet a level that is not unreasonable in view of the state of the art, the sensitivity of the data and the costs associated with taking the security.
2. The access or identification codes and certificates provided to the client by or on behalf of the supplier are confidential and will be treated as such by the client and only made known to authorized personnel from the client’s own organization. The Supplier is entitled to change assigned access or identification codes and certificates.
3. The Client will adequately protect its systems and infrastructure, update it in a timely manner and have antivirus software running at all times.
Article 21: Processing of personal data
1. 1. If the supplier personal data (as referred to in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ( processes or has processed the ‘GDPR’)), the supplier will comply with the applicable laws and regulations with regard to the processing of this data, including but not limited to the AVG. In that case, the supplier is regarded as a processor as referred to in the GDPR and as such will comply with its obligations arising from the GDPR. In that case, a processing agreement within the meaning of the GDPR will be concluded between the supplier and the client, in which the agreements between the parties will be recorded.
2. 2. With regard to the processing of the personal data referred to in paragraph 1 of this article, the client is obliged to comply with the applicable laws and regulations, including but not limited to the AVG. In that case, the client is regarded as the controller and/or processor as referred to in the GDPR. The client is fully responsible and liable for the fulfillment of its obligations arising from the aforementioned legislation and regulations, including but not limited to the GDPR, in its capacity as controller and/or processor.
3. 3. In the event of processing the personal data referred to in paragraph 1 of this article, the client guarantees that the processing of personal data is not unlawful and does not infringe the rights of the data subjects concerned. The client indemnifies the supplier against any claims from data subjects or third parties as a result of the client’s failure to comply with the applicable laws and regulations, including but not limited to the GDPR. The supplier is only liable for damage caused by the processing of the personal data if the processing does not comply with the obligations of the GDPR specifically addressed to the supplier as a processor or outside or contrary to the lawful instructions of the client has been acted upon.
Article 22: Confidentiality
1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of the agreement. Information is considered confidential if this has been communicated by a party or if this results from the nature of the information.
2. If, on the basis of a statutory provision or a court decision, the supplier is obliged to provide confidential information to third parties designated by the law or the competent court, and the supplier cannot invoke a legal or recognized or permitted right of non-disclosure with competent court, then the supplier is not obliged to pay compensation or indemnification and the client is not entitled to dissolve the agreement, without prejudice to the provisions of mandatory law.
Article 23: Expiration periods
1. Without prejudice to the provisions of mandatory law, legal claims and other powers of the client, for whatever reason, against the supplier in connection with goods manufactured/delivered and/or work/services performed after twelve (12) months after the date on which the the client became aware or could reasonably have been aware of the existence of these rights and powers and he has not lodged a written claim with the supplier before the expiry of this period.
2. If, within the period stated in paragraph 1 of this article, the client has lodged a written claim with the supplier in connection with goods manufactured and/or work/services performed by him, without prejudice to the provisions of mandatory law, any legal claim in this regard will lapse. of the client if the supplier has not been brought before the competent court pursuant to Article 25 of the delivery conditions within a period of four (4) months after receipt of the claim concerned.
Article 24: Dissolution
1. In the event that the client fails to fulfill one or some of its obligations under the agreement, the client is in default by operation of law and the supplier has the right to terminate the agreement unilaterally, in whole or in part, without further notice of default and without judicial intervention. by means of a written notification to the client and/or suspend its obligations under the agreement, without the supplier being obliged to pay any compensation and without prejudice to any rights accruing to the supplier, including the right to full compensation . All claims that the supplier may have against the client in these cases (including, but not limited to, amounts that the supplier has invoiced before the termination of the agreement in connection with what he has already properly performed or delivered in execution) or obtains, shall be immediately due and payable in full.
2. In case of:
• (application for) bankruptcy of the client, (the request for) suspension of payment of the client, insofar as the client is a natural person: the application of the Debt Restructuring Natural Persons Act (WSNP) or his death; or
• attachment of a significant part of the client’s assets or the situation that the client can no longer be deemed to be able to fulfill the obligations under the agreement; or
• shutdown, liquidation or full or partial takeover, direct or indirect change of control or any comparable situation of the company of the client; or
• cessation of the client’s company;
3. the client is in default by operation of law and the supplier has the right to unilaterally dissolve the agreement in whole or in part without further notice of default and without judicial intervention by means of a written notification, without the supplier being obliged to pay any compensation and without prejudice to its further rights, including the supplier’s right to full compensation.
4. In the event that the client is irrevocably declared bankrupt, the right to use the software, websites and the like made available, as well as the use of the services of the supplier, will terminate insofar as applicable, without any notice of termination being required. is.
Article 25: Applicable law
1. The agreement between the supplier and the client is governed by Dutch law.
2. The Dutch court is authorized to take cognizance of all disputes arising from or related to the execution of the agreement between the supplier and the client. The competent court is the court of the district under which the supplier falls, unless the client is a consumer and within one month after the supplier has invoked this clause in writing against the client, for the settlement of the dispute by the competent authorities according to the law. judge chooses.