Terms of delivery

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY DRAWN UP BY THE PLATFORM PROMOTIONAL PRODUCTS ASSOCIATION, also known as Promotional Products Professionals, STATUTORILY LOCATED IN THE HAGUE and FACTUALLY HEADQUARTERED AT STATIONSWEG 29 IN (4205 AA) GORINCHEM. Established at the General Meeting of March 8, 2018, and deposited under number 34179289 with the Chamber of Commerce.

 

Article 1. Definitions

  • In these general terms and conditions, the following definitions apply:
  • Customer: the natural or legal person acting in the exercise of a profession or business.
  • Defect: Any deviation of the Products from the Specification and any other improper functioning of the Products or services provided;
  • PPP Disputes Committee: the disputes committee established 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 members of the Platform Promotional Products association, who is in a (pre-)contractual relationship with the Customer;
  • Order: Any order from the Customer to the Supplier for the delivery of Products, in whatever form;
  • Agreement: any agreement concluded between the Supplier and the Customer, any amendment or supplement thereto, as well as all (legal) acts in preparation and/or execution of that agreement;
  • Distance Contract: an agreement concluded between the Supplier and the Customer within the framework of an organized system for distance selling of products, digital content and/or services, where, up to and including the conclusion of the agreement, exclusively or partly one or more techniques for distance communication are used;
  • Products: All goods produced and/or delivered by or on behalf of the Supplier in execution of an Order or Agreement, as well as – whether or not belonging thereto – services to be provided by the Supplier, including advice and creative expressions;
  • Specification: The description of Products ordered by the Customer, which is stated or referred to in the Order or the Agreement.
  • Website: The Supplier's webshop where Products are offered that can be purchased by Customers.

 

Article 2 Applicability

  • Paragraph 1: Unless otherwise agreed in writing, these general terms and conditions apply to all offers and quotations from the Supplier and to every Agreement between the Supplier and the Customer.
  • Paragraph 2: The applicability of any general (purchase) terms and conditions used by the Customer is expressly rejected by the Supplier, unless their applicability has been expressly accepted in writing by the Supplier.
  • Paragraph 3: Before the distance contract is concluded, the text of these general terms and conditions will be made available to the Customer. If this is not reasonably possible, the Supplier will, before the distance contract is concluded, indicate how the general terms and conditions can be inspected at the Supplier's premises and that they will be sent free of charge as soon as possible at the Customer's request.
  • Paragraph 4: If the distance contract is concluded electronically, notwithstanding the previous paragraph and before the distance contract is concluded, the text of these general terms and conditions may be made available to the Customer electronically in such a way that it can be easily stored by the Customer on a durable data carrier. If this is not reasonably possible, it will be indicated before the distance contract is concluded where the general terms and conditions can be inspected electronically and that they will be sent free of charge electronically or in any other way at the Customer's request.
  • Paragraph 5: If a provision in these general terms and conditions proves to be void, this does not affect the validity of the entire general terms and conditions. In that case, the parties will establish new provision(s) in replacement, which will give effect to the intention of the original provision as much as legally possible.

 

Article 3 Offers

  • Paragraph 1: All offers, in whatever form, are without obligation for the Supplier and must be regarded as a whole. If an offer contains a term for acceptance, this only means that the offer has in any case expired after this term.
  • Paragraph 2: All images, catalogs, drawings and further data provided with the offer, such as sizes, weights and quantities, are as accurate as possible. These statements are only binding insofar as expressly confirmed.
  • Paragraph 3: All quotations and offers are based on the execution of the Agreement under normal circumstances and during normal working hours.
  • Paragraph 4: The content of the website and the offer has been compiled with the utmost care. However, the Supplier cannot guarantee that all information on the website is correct and complete at all times. All prices, offers 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 is concluded at the moment of acceptance by the Customer of the offer and the fulfillment of the conditions set forth therein, or after the Supplier has commenced the execution following statements by the Customer. If, due to circumstances, including the nature, scope or urgency of the Order, no order confirmation has been sent, the invoice will be considered as an order confirmation.
  • Paragraph 2: If the Customer has accepted the offer electronically, the Supplier will immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by the Supplier, the Customer can dissolve the agreement.
  • Paragraph 3: If an offer is accepted by the Customer, the Supplier has the right to revoke the offer within 3 (three) working days after receipt of the acceptance. The Supplier will immediately notify the Customer of such revocation.
  • Paragraph 4: If the agreement is concluded electronically, the Supplier will take appropriate technical and organizational measures to secure the electronic transfer of data and will ensure a secure web environment, notwithstanding the previous paragraph and before the distance contract is concluded. If the Customer can pay electronically, the Supplier will observe appropriate security measures.
  • Paragraph 5: If it appears that incorrect data has been provided by the Customer when accepting or otherwise entering into the agreement, the Supplier has the right to fulfill its obligation only after the correct data has been received.
  • Paragraph 6: The Supplier may, within legal frameworks, ascertain whether the Customer can meet his payment obligations, as well as all facts and factors that are important for a responsible conclusion of the distance contract. If, based on this investigation, the Supplier has good reasons not to enter into the agreement, he is entitled to refuse an order or application or to attach special conditions to the execution. The Supplier who, based on the investigation, refuses the application or attaches special conditions to it, will inform the Customer as soon as possible, but no later than 3 days after the conclusion of the agreement, stating reasons.
  • Paragraph 7: All documents, provided models, samples or examples relating to offers made by the Supplier and/or the Agreement are and remain the property of the Supplier and may not be provided to third parties, made available for inspection, reproduced or copied in any way without its written consent. The Customer is obliged to return them undamaged and, if applicable, in original packaging, carriage paid to the Supplier within fourteen days of a request made by the Supplier.
  • Paragraph 8: If a Customer, after the conclusion of the Agreement, wishes to terminate it prematurely, in whole or in part, the Customer owes the Supplier the costs incurred by the Supplier, relating to: already purchased Products, the account/supervision hours of 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 are exclusive of VAT (unless otherwise indicated) and, unless otherwise stated on the website, exclusive of other government levies.
  • Paragraph 2: The price or prices stated in the offer are, unless otherwise agreed, based on the price-determining factors applicable to the Supplier at the time of this offer, such as labor costs, cost prices of raw materials or materials and exchange rates. Price increases as a result of a change in one of these price-determining factors after the offer 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 leads to a price increase of 10% or more within a period of 3 months after entering into the Agreement, the Customer is entitled to dissolve the Agreement within 7 working days after being informed of the price increase, by registered letter, without being entitled to any compensation.
  • Paragraph 4: Any additional costs, such as delivery costs and payment costs, will be stated on the website and, in any case, shown during the ordering process.

 

 

Article 6 Delivery of Processed Products

  • Paragraph 1: In the event that the Supplier receives an order for the delivery of Products specially processed (or assembled) for the Customer, the Customer is obliged to supply material suitable for the processing process in sufficient quantities. As long as the Customer has not fulfilled this obligation, the Supplier is entitled to suspend its obligations under the Agreement.
  • Paragraph 2: The Supplier is only obliged to send a proof print, model, sample or example for approval to the Customer if this has been stipulated in writing by the Customer when entering into the Agreement. In that case, the Supplier undertakes to submit a proof print, 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 will be deemed approved if no written response has been received within five working days.
  • Paragraph 3: All costs of the proof print, model, sample or example will be charged separately and are not included in agreed prices unless expressly agreed otherwise.

 

Article 7 Advisory activities and product development

  • Paragraph 1: The Supplier may, if requested, act in an advisory capacity. The Supplier is entitled to charge the Customer separately for this, regardless of whether the advice relates to Products produced and/or delivered by or on behalf of the Supplier under the Agreement.
  • Paragraph 2: In the case of product development, advice for promotional products to be applied, advice regarding creative concepts, quotations for extensive projects with or without processed products, national or international market research into specific products or product requests for vaguely described products, the provisions of paragraph 1 of this article apply without prejudice.

 

Article 8 Engagement of third parties

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

 

Article 9 Deliveries, Delivery Periods and Force Majeure

  • Paragraph 1: Delivery periods are set approximately and are never to be regarded as a strict deadline, unless expressly agreed otherwise. Delivery periods only commence as soon as the Agreement has been concluded in accordance with Article 3, all data required for the execution of the Agreement has been provided, AND payment of the purchase price or the agreed installment(s) by the Customer has taken place, or the security requested by the Supplier has been provided.
  • Paragraph 2: If delivery is wholly or partly prevented by force majeure, the Supplier is entitled to suspend delivery, and – in the event that the force majeure situation lasts longer than three months or as soon as it is certain that it will last longer than three months – to dissolve the Agreement, insofar as not yet executed, in whole or in part, and to claim payment for the parts that have been executed, all without being obliged to pay any compensation to the Customer.
  • Paragraph 3: Force majeure includes, but is not limited to, fire, flood, strike, epidemics, (civil) war, terrorism, government measures, unavailability (in time) of permits, trade embargoes, labor unrest, power outages, business disruptions, shortcomings or unlawful conduct of supplier(s) and subcontractors of the Supplier or other third parties, including any defects in what they supplied to the Supplier, and the unavailability (in time) or insufficient availability of materials, transport, fuels, energy, and labor.
  • Paragraph 4: Delivery takes place ex-works, unless expressly agreed otherwise. Costs for transport and insurance are for the account of the Customer, even if it is agreed that the Supplier will arrange for transport. The transfer of risk of the Products takes place at the moment of delivery, as it should occur under these general terms and conditions. Transport takes place at the risk of the Customer, even if the carrier has expressly stipulated that all transport documents must state that all damage as a result of transport is for the account and risk of the sender.
  • Paragraph 5: In the event that the Supplier arranges for transport, the Customer or a third party designated by him must report any transport damage immediately upon receipt, but no later than within 12 hours after receipt of the Products, to the carrier or forwarder and send a copy thereof to the Supplier.
  • Paragraph 6: Products that have not been collected by the Customer or a third party designated by him after the expiry of the Delivery Period will be stored by the Supplier at the expense and risk of the Customer. In case of untimely collection, the Supplier is entitled to dissolve the Agreement after a period of 14 days after the expiry of the Delivery Period, without prejudice to the Supplier's right to compensation and without prejudice to the Supplier's right to proceed with the sale of the Products to third parties.
  • Paragraph 7: If the Products deviate only to a minor extent in terms of color, composition, weight, appearance, etc., from previously provided models, samples or examples, or otherwise from what has been agreed, the relevant Products are deemed to comply with the Agreement. The Supplier is in any case deemed to have fulfilled its delivery obligations if the weight or number of the delivered Products does not deviate by more than 10% from what has been agreed.
  • Paragraph 8: The partial shipment of Products by the Supplier is permitted, whereby each shipment may be invoiced separately.

 

Article 10 Complaints

  • Paragraph 1: The Supplier guarantees that the products, services and digital content comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability, and the legal provisions and/or government regulations existing on the date of the conclusion of the agreement.
  • Paragraph 2: If the delivered product, service or digital content does not comply with the agreement (is delivered deficient or defective), the Customer must notify the Supplier thereof within 3 working days at the latest after he could reasonably have discovered this. If the Customer fails to do so, he can no longer claim any form of repair, replacement, compensation and/or refund with regard to this defect.
  • Paragraph 3: If the Supplier considers a complaint to be well-founded, the relevant products will be repaired, replaced or (partially) 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 based on the provisions of this article, the Customer must return the products as soon as possible. If a refund of pre-paid amounts is made, the Supplier will refund these amounts within 30 days of receiving the products.
  • Paragraph 5: It is possible that manufacturers and/or suppliers offer their own guarantees. These guarantees are not offered by the Supplier. If the Supplier chooses to do so, they may mediate in the invocation of these guarantees by the Customer.

 

Article 11 Retention of title

  • Paragraph 1: All Products delivered to the Customer remain the property of the Supplier, but are at the Customer's risk from the moment of delivery, until all amounts owed under the Agreement, as well as claims due to the Customer's failure to perform this or other agreement(s), including 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 is not permitted to process, dispose of, pledge, or otherwise encumber the Products, nor to remove them from their actual control. The Customer shall furthermore take all appropriate measures to separate and keep these Products separate from other goods present at the Customer's premises and shall do everything necessary to prevent mixing, accession, or formation of new goods.
  • Paragraph 3: The Customer undertakes not to assign or pledge claims obtained against its customers to third parties and furthermore undertakes to pledge said claims to the Supplier, as soon as the Supplier expresses such a wish, in the manner indicated in Article 3: 239 of the Dutch Civil Code, as additional security for its claims against the Customer for any reason whatsoever.
  • Paragraph 4: The Customer is obliged to inform third parties who wish to recover on the Products supplied by the Supplier, in writing, of the Supplier's proprietary right thereto. The Customer must inform the Supplier of this in writing without delay.
  • Paragraph 5: If the Customer fails to fulfill its obligations or if the Supplier has good reason to fear that the Customer will fail to fulfill its obligations, the Supplier may invoke its retention of title, in which case the Customer is obliged, upon request, to immediately and free of charge transfer the delivered Products into the actual control of the Supplier. The Supplier is furthermore entitled to retrieve these Products itself at the Customer's expense from the place where they are located. The Customer hereby irrevocably authorizes the Supplier to enter (or have entered) the premises used by or for the Customer for this purpose. After repossession, the Customer will be credited for the market value, which will in no case exceed the original purchase price, less the costs of repossession and damages suffered by the Supplier.

 

Article 12 Long-term transaction: duration, termination, and extension

  • Paragraph 1: The Customer may terminate an agreement entered into for an indefinite period and intended for the regular delivery of Products, at any time, with due observance of 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: An agreement entered into for a definite period and intended for the regular delivery of products, digital content or services, shall be tacitly extended for the same duration as agreed.
  • Paragraph 4: The aforementioned notice periods apply accordingly to terminations by the Supplier.

 

Article 13 Payment

  • Paragraph 1: Unless otherwise agreed in writing and without prejudice to the provisions of the next paragraph, payments to the Supplier must be made in euros, either net in cash, or at the Supplier's office by transfer to or deposit into a bank or giro account designated by the Supplier, at the Supplier's discretion, always within 14 days of 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 express written agreement.
  • Paragraph 3: The Supplier is at all times entitled, before delivering or continuing with the delivery, to demand, in its opinion, sufficient advance payment or security for the fulfillment of the Customer's payment obligations, whereby the Supplier is entitled to suspend further deliveries if the Customer 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 damages due to late or non-performance of the Agreement.
  • Paragraph 4: If the Customer has not paid the amount owed by it under the Agreement within the agreed term, it shall be in default by operation of law. The Supplier has the right to increase the amount due with the statutory interest and the Supplier is entitled to charge and recover from the Customer the extrajudicial collection costs incurred by it and any procedural costs.
  • Paragraph 5: If the Customer has defaulted on its obligations under the Agreement or these general terms and conditions, all payment obligations of the Customer to the Supplier, regardless of whether an invoice has already been issued, shall become immediately due and payable from that moment.

 

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 (hereinafter: "the Information") made available or developed under the Agreement belong exclusively to the Supplier, unless expressly agreed otherwise.
  • Paragraph 2: The Customer is not entitled to use the Information mentioned in the previous paragraph other than for the use of the Products to which it relates as provided for in the Agreement.
  • Paragraph 3: The Customer shall observe confidentiality with regard to all Information, Specifications, all business information and know-how concerning and originating from the Supplier made available to the Customer for the execution of the Agreement. The Customer must, upon request, immediately hand over the confidential information as well as all copies or other reproductions thereof to the Supplier.

 

 

Article 15 Infringement of third-party rights

  • Paragraph 1: If a competent court irrevocably determines 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 its discretion, replace the product concerned with a Product that does not infringe the relevant right, endeavor to acquire a right of use in this regard, or refund the price paid for that Product to the Customer, reduced by a reasonable depreciation.
  • Paragraph 2: In case of replacement or refund, the Supplier is entitled to attach the condition of return of the originally delivered Products.
  • Paragraph 3: The Supplier has no other obligation regarding any infringement of third-party rights than the replacement, acquisition, or refund obligation stated in the first paragraph.
  • Paragraph 4: In the event that an Order is executed according to a design, drawings, recipe, Specifications or instructions provided by or on behalf of the Customer, or if goods to be provided by or on behalf of the Customer are used, the Customer cannot claim the provisions of this article and the Customer indemnifies the Supplier against all claims related to alleged infringements of intellectual or industrial property rights of third parties in this regard.

 

Article 16 Liability

  • Paragraph 1: The Supplier only accepts liability if:
  • The damage is a direct result of intent or gross negligence of the Supplier or managing subordinates of the Supplier;
  • The damage is a direct result of a demonstrable Defect in the Products produced and/or delivered by the Supplier insofar as these do not offer the safety that one may expect, taking all circumstances into account.
  • Paragraph 2: The Supplier accepts no liability for the improper placement of the company logo and/or company name on the Customer's goods, other processing of the Customer's goods and/or delivery of Products, if and insofar as the Defect is the result of incorrectness or imperfections in the design provided by the Customer to the Supplier, as well as for infringements that the design makes on the rights of third parties.
  • Paragraph 3: The total liability of the Supplier due to an attributable shortcoming in the performance of the Agreement is in any case limited to compensation for material and direct damage up to a maximum of the amount of the price separately agreed for the relevant Products (excl. VAT).
  • Paragraph 4: For the damage described above, the Supplier accepts no liability in any case for damage for which its insurer does not pay out (upon request, the Supplier will send the Customer a copy of the relevant insurance agreement). Furthermore, the total liability of the Supplier will never exceed the amount of € 50,000 in total per event.
  • Paragraph 5: The Supplier can only be held liable for such (in)direct damage for which it has expressly accepted liability in these Terms and Conditions.
  • Paragraph 6: The Customer indemnifies the Supplier against all claims from third parties who claim to have suffered damage as a result of a Defect in an item supplied by the Customer to a third party and which (also) consisted of items supplied by the Supplier, except if and insofar as the Customer proves that the damage was exclusively and solely caused by the Products supplied by the Supplier.
  • Paragraph 7: In case of force majeure as referred to in Article 8 paragraph 3 of these general terms and conditions, the Supplier is never liable for any damage whatsoever.
  • Paragraph 8: Unless expressly agreed otherwise in writing, all legal claims based on the Agreement and these general terms and conditions lapse after one year from the delivery date.

 

Article 17 Return of leased and loaned items

  • Paragraph 1: If the Supplier has leased and/or loaned items to the Customer during the execution of the Agreement, whether or not for payment, the Customer is obliged to return these items immediately after termination of the Agreement, for whatever reason, in their original condition, free of defects and complete. The aforementioned term shall apply as a strict deadline.
  • Paragraph 2: If the Customer, for whatever reason, fails to comply with the obligation mentioned in paragraph 1, the Supplier has the right to recover the resulting damage and costs, including the costs of replacement and loss of rental income, from the Customer, without prejudice to all other rights accruing to the Supplier.

 

Article 18 Dissolution

  • Paragraph 1: If the Customer fails to fulfil, fails to fulfil in time or fails to fulfil properly one of its obligations towards the Supplier, applies for a moratorium, becomes bankrupt or ceases its business, in the event of a legal merger or if a substantial part of the control over the Customer passes into other hands, all invoices become immediately due and payable and the Supplier is entitled - without judicial intervention and/or further notice of default being required - to dissolve (all) agreements concluded with the Customer in whole or in part by means of a written statement, and the Supplier is entitled to compensation for all direct, indirect and consequential damage, including lost profit, without prejudice to other rights legally accruing to it.
  • Paragraph 2: If the Supplier fails to fulfil, fails to fulfil in time or fails to fulfil properly its obligations even after a written reminder to that effect, the Customer may dissolve the Agreement for the defective part, without however being able to claim compensation for dissolution damages, whereby the provisions of Article 10 of these general terms and conditions regarding the retention of title shall explicitly remain in force.

 

Article 19 Processing Personal Data

  • Paragraph 1: If the Customer provides personal data to the Supplier necessary for the execution of the agreement, the Customer remains the Data Controller for the data processing as referred to in the General Data Protection Regulation.
  • Paragraph 2: The Supplier will take the necessary technical and organizational measures to secure the processing of personal data against loss or unlawful processing. In taking these measures, the Supplier will 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: After completion of the agreement, the Supplier will destroy the personal data obtained by the Supplier within the framework of the execution of the agreement on behalf of the Customer, unless the Customer disputes the services provided.
  • Paragraph 4: Supplier and Customer will separately record their mutual rights and obligations in a Processor Agreement.

 

Article 20 Numbers, measurements, weights and further data

Minor deviations with regard to specified dimensions, weights, numbers, colors (PMS color coding is leading) and other such data are not considered shortcomings. Trade practices determine whether there are minor deviations.

 

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 are exclusively governed by Dutch law. The UN Convention on contracts for the international sale of goods (often referred to as the Vienna Sales Convention) does not apply.
  • Paragraph 2: All disputes arising between the Supplier and the Customer concerning the execution of the Agreement may be submitted jointly by the Supplier and the Customer to the PPP Disputes Committee, which will issue a binding opinion to the parties in this regard.
  • 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 PPP Disputes Committee, 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 may be amended by the Supplier (i.e. by the Promotional Products Platform). Changes will be announced to the Customer in writing by the Supplier and will take effect thirty (30) days after the announcement, unless a different date is indicated in the announcement. The Customer hereby agrees to the content and applicability of the then amended general terms and conditions from the effective date indicated in the announcement.
  • Paragraph 3: If a provision of the Agreement or these general terms and conditions proves 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 has the right to replace it with a provision that approximates the purpose and purport of the void/annulled or unenforceable provision as much as possible.

 

 

Article 23 Identity of the Supplier

 

Supplier Name
statutory name, possibly supplemented with trade name

SocialGoodz BV

Registered office address

Reactorweg 301, 3542 AD Utrecht

Telephone number
and time(s) the Supplier can be reached by phone

085-0044363

Email address
or other electronic communication means offered to the Customer
with the same functionality as email

info@socialgoodz.nl

Chamber of Commerce number

72841168

VAT identification number

NL859256613B01