Terms of delivery
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY PREPARED BY THE ASSOCIATION PLATFORM PROMOTIONAL PRODUCTS also called Promotional Products Professionals, with its registered office in The Hague and actual offices in (4205 AA) GORINCHEM AT STATIONSWEG 29. Adopted during the General Meeting of March 8, 2018 and filed under number 34179289 at 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 has a (pre-)contractual relationship with the Customer;
- Order: Any order from the Customer to the Supplier to deliver Products, in any form whatsoever;
- Agreement: any agreement concluded between the Supplier and the Customer, any amendment or addition thereto, as well as all (legal) acts in preparation and/or implementation of that agreement;
- Distance Agreement: an agreement concluded between the Supplier and the Customer in the context of an organized system for distance sales of products, digital content and/or services, whereby exclusive or partial use is made of up to and including the conclusion of the agreement. one or more techniques for remote communication;
- Products: All goods produced and/or delivered by or on behalf of the Supplier in the execution of an Order or Agreement, as well as services - whether or not associated therewith - 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 on which 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 (purchasing) 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 indicate before the distance contract is concluded how the general terms and conditions can be viewed at the Supplier and that they will be sent free of charge as soon as possible at the request of the Customer.
- 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 can be made available to the Customer electronically in such a way that it can be read by the Customer can be easily stored on a durable data carrier. If this is not reasonably possible, before the distance contract is concluded, it will be indicated where the general terms and conditions can be viewed electronically and that they will be sent free of charge electronically or otherwise at the request of the Customer.
- Paragraph 5: If a provision in these general terms and conditions proves to be invalid, this will not affect the validity of the entire general terms and conditions. In that case, the parties will establish a new provision(s) to replace it, which will reflect 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 interpreted as a whole. If an offer contains a term for acceptance, this only means that the offer has expired after this term.
- Paragraph 2: All images, catalogues, drawings and other information, such as sizes, weights and quantities, provided with the offer are as accurate as possible. These statements are only binding to the extent that this is 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 greatest 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 from the Supplier are therefore 'subject to'.
Article 4 The agreement
- Paragraph 1: The agreement is concluded at the time of the Customer's acceptance of the offer and compliance with the conditions set, or after the Supplier has started implementation following statements from the Customer. If no order confirmation has been sent due to circumstances, including the nature, size or urgency of the Order, the invoice will be regarded 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 receipt of this acceptance has not been confirmed by the Supplier, the Customer may terminate 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 inform the Customer of such a 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 ensure a secure web environment. If the Customer can pay electronically, the Supplier will take appropriate security measures.
- Paragraph 5: If it appears that incorrect information was provided by the Customer when accepting or otherwise entering into the agreement, the Supplier has the right to only fulfill its obligation after the correct information has been received.
- Paragraph 6: The Supplier can, within legal frameworks, inquire whether the Customer can meet its payment obligations, as well as all those 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 request or to attach special conditions to the execution. The Supplier who, on the basis of the investigation, refuses the application or attaches special conditions to it, will inform the Customer of this as soon as possible, but no later than within 3 days after concluding the agreement, stating the reasons.
- Paragraph 7: All documents, models, samples or examples provided 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, multiplied or imitated in any way. The Customer is obliged to return these undamaged and, where applicable, in the original packaging, free of charge, to the Supplier within fourteen days of a request made by the Supplier.
- Paragraph 8: If, after the conclusion of the Agreement, a Customer wishes to terminate it prematurely in whole or in part, the Customer owes the Supplier the costs incurred by the Supplier with regard to: Products already purchased, the account/ supervision hours and the costs of external parties involved.
Article 5 Prices
- Paragraph 1: All prices stated on the website and in other materials from the Supplier are exclusive of VAT (unless stated otherwise) and, unless otherwise stated on the website, exclusive of other government levies.
- Paragraph 2: Unless otherwise agreed, the price or prices stated in the offer are based on the price-determining factors applicable to the Supplier at the time of this offer, such as labor wages, cost prices of raw 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 previous paragraph should lead to a price increase of 10% or more within a period of 3 months after entering into the Agreement, the Customer is entitled to terminate the Agreement within 7 working days after becoming aware of the price increase. stated, by registered letter, without being entitled to any compensation.
- Paragraph 4: Any additional costs, such as delivery costs and payment costs, are stated on the website and in any case shown in the ordering process.
Article 6 Delivery of processed Products
- Paragraph 1: If the Supplier receives an order to supply Products specially processed (or composed) 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, model, sample or example to the Customer for approval in advance if this was stipulated in writing by the Customer when 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 receipt of the materials to be processed, which will be deemed to have been approved if not submitted in writing within five working days. has been responded.
- Paragraph 3: All costs of the proof, model, sample or example will be charged separately and are not included in agreed prices unless expressly agreed otherwise.
Article 7 Advice on activities and product development
- Paragraph 1: The Supplier can act in an advisory capacity if requested. The Supplier is entitled to charge this separately to the Customer, 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 on promotional products to be used, advice regarding 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 are not specifically described, applies the provisions of paragraph 1 of this article in full.
Article 8 Involvement of third parties
The Supplier is entitled to engage third parties in 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 Times and Force Majeure
- Paragraph 1: Delivery times are approximate and can never be regarded as deadlines, unless expressly agreed otherwise. Delivery periods will only commence once the Agreement has been concluded in accordance with Article 3, all information required for the execution of the Agreement has been provided and payment by the Customer of the purchase price or the agreed term(s) has taken place or the Supplier requires security has been provided.
- Paragraph 2: If delivery is prevented in whole or in part by force majeure, the Supplier is entitled to suspend delivery, as well as - in the event that the situation causing force majeure lasts longer than three months or as soon as it is certain that it will last longer than three months – to dissolve the Agreement in whole or in part to the extent that it has not been executed, and to demand payment for the parts that have been executed, without being obliged to pay any compensation to the Customer.
- Paragraph 3: Force majeure includes, but is not limited to, the case of fire, flood, strike, epidemics, (civil) war, terrorism, government measures, unavailability of permits (on time), trade embargoes, labor unrest, electricity outages, business interruptions, shortcomings or unlawful conduct of 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 unavailability or insufficient availability of materials, transport, fuels, energy and labor power.
- Paragraph 4: Delivery takes place ex-works, unless expressly agreed otherwise. Costs for transport and insurance will be borne by the Customer, even if it is agreed that the Supplier will take care of the transport. The transfer of risk for the Products takes place at the time of delivery, as must occur under these general terms and conditions. Transport takes place at the risk of the Customer, even if the carrier has expressly determined that all transport documents must state that all damage resulting from transport is at the expense and risk of the sender.
- Paragraph 5: If the Supplier takes care of the transport, the Customer or a third party designated by him must report any transport damage immediately after 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 purchased 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 the event of late delivery, the Supplier is entitled to terminate 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 sell the Products to third parties.
- Paragraph 7: If the Products in terms of color, composition, weight, appearance, etc. deviate only slightly from previously provided models, samples or examples or otherwise from what has been agreed, the Products in question 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 was agreed.
- Paragraph 8: The Supplier may send Products in parts, 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 reliability and/or usability and the legal requirements existing on the date the agreement was concluded. provisions and/or government regulations.
- Paragraph 2: If the delivered product, service or digital content does not comply with the agreement (delivered defective or defective), the Customer must notify the Supplier of this within no later than 3 working days after he could reasonably have discovered this. If the Customer does not do this, he can no longer claim any form of repair, replacement, compensation and/or refund in respect of this defect.
- Paragraph 3: If the Supplier considers a complaint to be justified, the relevant products will be repaired, replaced or (partially) reimbursed after consultation with the Customer. The Supplier can 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 must return the products as quickly as possible. If repayment of amounts already paid in advance is made, the Supplier will repay these amounts within 30 days of receipt of 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, it can mediate in the Customer's invocation of these guarantees.
Article 11 Retention of title
- Paragraph 1: All Products delivered to the Customer remain the property of the Supplier, but are at the expense and risk of the Customer from the moment of delivery, until all amounts due under the Agreement as well as the claims due to the Customer's failure to comply with this or other agreement have been settled. (and), 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 the Products, take them beyond his actual control, alienate them, pledge them or otherwise encumber them, and he will furthermore take all appropriate measures. to separate these Products and keep them separate from the other items present at the Customer's and to do everything necessary to prevent mixing, accession or case formation.
- Paragraph 3: The Customer undertakes not to assign or pledge claims it acquires against its customers to third parties and furthermore undertakes to pledge the said claims to it as soon as the Supplier expresses its wish to do so in the manner indicated in art. 3: 239 BW as additional security for its claims against the Customer on whatever grounds.
- Paragraph 4: The Customer is obliged to inform third parties who wish to recover the Products delivered by the Supplier in writing of the Supplier's ownership rights. The Customer must immediately inform the Supplier of this in writing.
- 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 meet its obligations, the Supplier may invoke its retention of title, in which case the Customer is obliged to immediately and free of charge upon request. to bring the delivered Products under the actual control of the Supplier. The Supplier is furthermore entitled to retrieve these Products from the place where they are located at the expense of the Customer. The Customer hereby irrevocably grants the Supplier permission to enter the areas 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 be higher than the original purchase price, less the costs of repossession and damage suffered by the Supplier.
Article 12 Duration transaction: duration of cancellation and extension
- Paragraph 1: The Customer may terminate an agreement that has been entered into for an indefinite period and that extends to the regular delivery of Products at any time, taking into account the agreed cancellation rules and a notice period of two months.
- Paragraph 2. The Customer may terminate the agreements referred to in the previous paragraphs in writing.
- Paragraph 3. An agreement entered into for a fixed period and which extends to the regular delivery of products, digital content or services will be tacitly extended for the same duration as agreed.
- Paragraph 4. The aforementioned notice periods apply accordingly to cancellations by the Supplier.
Article 13 Payment
- Paragraph 1: Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraph, payments must be made to the Supplier in euros, either net in cash or at the offices of the Supplier by means of transfer to or deposit into a bank designated by the Supplier. or giro account, at the Supplier's option, always within 14 days after the invoice date. The Supplier is entitled to invoice electronically, to which the Customer now agrees.
- Paragraph 2: Debt settlement or other forms of settlement are never permitted without an express written agreement.
- Paragraph 3: The Supplier is at all times entitled, before delivering or continuing with the delivery, to require, at its discretion, 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 requirement, even if a fixed delivery time has been agreed, without prejudice to the Supplier's right to claim compensation for damage due to late or non-execution of the Agreement.
- Paragraph 4: If the Customer has not paid what it owes under the Agreement within the agreed period, he is legally in default. The Supplier has the right to increase the amount due by the statutory interest and the Supplier is entitled to charge the extrajudicial collection costs incurred by it and any legal costs and recover them from the Customer.
- Paragraph 5: If the Customer is in default with regard to its obligations under the Agreement or these general terms and conditions, from that moment all payment obligations of the Customer to the Supplier, regardless of whether they have already been invoiced, become immediately due and payable.
Article 14 Intellectual, industrial property rights and confidentiality
- Paragraph 1: All intellectual and industrial property rights (including trademark rights, model rights and patents) on all designs, drawings, models, samples and examples made available or developed under the Agreement (hereinafter: “the Information”) belong exclusively to the Supplier, unless expressly agreed otherwise.
- Paragraph 2: The Customer is not entitled to use the Information referred to in the previous paragraph other than for the use of the Products to which they relate as provided for in the Agreement.
- Paragraph 3: The Customer will maintain confidentiality with regard to all Information, Specifications, all company information and know-how relating to and originating from the Supplier made available to the Customer for the execution of the Agreement. Upon request, the Customer must immediately transfer 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 it is irrevocably determined 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 will, at its option, replace the item in question with a Product that does not infringes the right in question, attempt to obtain a right of use in that regard or refund the Customer the price paid for that Product, less reasonable depreciation.
- Paragraph 2: In the event of replacement or reimbursement, the Supplier has the right to make this conditional on the return of the originally delivered Products.
- Paragraph 3: The Supplier has no other obligation with regard to any infringement of third party rights than the replacement, acquisition or reimbursement obligation stated in the first paragraph.
- Paragraph 4: In the event that an Order is executed according to design, drawings, recipes, specifications or instructions provided by or on behalf of the Customer, or use is made of items to be provided by or on behalf of the Customer, the Customer cannot claim the benefits set out in this article. The Customer indemnifies the Supplier against all claims relating to alleged infringements of intellectual or industrial property rights of third parties.
Article 16 Liability
- Paragraph 1: Supplier only accepts liability if:
- The damage is the direct result of intent or gross negligence on the part of the Supplier or the Supplier's managerial subordinates;
- The damage is the direct result of a demonstrable Defect in the Products produced and/or delivered by the Supplier insofar as they do not provide the safety that one may expect, taking all circumstances into account.
- Paragraph 2: The Supplier accepts no liability whatsoever for failure to properly place the company logo and/or company name on Customer's items, other processing of Customer's items and/or delivery of Products, if and insofar as the Defect is the result of inaccuracy, or imperfections in the design provided by the Customer to the Supplier, as well as for infringements by the design of the rights of third parties.
- Paragraph 3: The total liability of the Supplier due to attributable shortcomings 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 separately agreed price for the relevant Products (excl. VAT).
- Paragraph 4: For the damage described above, the Supplier in any case accepts no liability for damage for which its insurer does not make a payment (upon request, the Supplier will provide the Customer with 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 (in)direct damage for which it has expressly accepted liability in these 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 delivered by the Customer to a third party and which (partly) consisted of items delivered by the Supplier, except if and insofar as The Customer proves that the damage was caused solely by the Products supplied 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 is never liable for any damage whatsoever.
- Paragraph 8: Unless expressly agreed otherwise in writing, all legal claims under the Agreement and these general terms and conditions expire one year after the delivery date.
Article 17 Return of rented and loaned items
- Paragraph 1: If the Supplier has rented 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 in their original condition immediately after termination of the Agreement, for whatever reason. condition, free from defects and fully returnable. The aforementioned period must apply as a strict deadline.
- Paragraph 2: If the Customer, for whatever reason, does not comply with the obligation referred to in paragraph 1, the Supplier has the right to recover the resulting damage and costs, including the costs of replacement and lost rental income, from the Customer, without prejudice to all other Supplier's rights.
Article 18 Dissolution
- Paragraph 1: If the Customer does not fulfill one of its obligations towards the Supplier, does not do so in a timely manner or does not do so properly, applies for a suspension of payments, becomes bankrupt or terminates its business, in the event of a legal merger or if a substantial part of the control If the Customer changes hands, all invoices are immediately due and payable and the Supplier has the right - 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 damages, including lost profits, without prejudice to other legal rights to which it is entitled.
- Paragraph 2: If the Supplier does not fulfill its obligations, does not do so in a timely manner or properly, even after a written reminder to that effect, the Customer may terminate the Agreement for the defective part, without, however, being able to claim compensation for termination damage, subject to the provisions of Article 10 of these general terms and conditions with regard to the retention of title remains expressly in force.
Article 19 Processing Personal Data
- Paragraph 1: If the Customer makes personal data available to the Supplier necessary for the execution of the agreement, the Customer remains the Controller for data processing as referred to in the General Data Protection Regulation.
- Paragraph 2: Supplier will take the necessary technical and organizational measures to protect the processing of personal data against loss or unlawful processing. When taking the measures to be taken, the Supplier will take into account the interests 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, on behalf of the Customer, the Supplier will destroy the personal data that the Supplier has obtained in the context of the execution of the agreement, unless the Customer disputes the service provided.
- Paragraph 4: Supplier and Customer will record their mutual rights and obligations separately in a Processing Agreement.
Article 20 Numbers, measurements, weights and other information
Minor deviations from specified sizes, weights, numbers, colors (PMS color coding is leading) and other such data do not count as 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 International Sales (often referred to as the Vienna Sales Convention) does not apply.
- Paragraph 2: All disputes that arise between the Supplier and the Customer regarding the implementation of the Agreement can be submitted jointly by the Supplier and the Customer to the PPP Disputes Committee, which will issue a binding advice for the parties.
- Paragraph 3: All disputes that arise between the Supplier and the Customer regarding the performance of the Agreement will be settled exclusively by the competent court, unless the dispute has already been decided by the PPP Disputes Committee.
Article 22 Other provisions
- Paragraph 1: These general terms and conditions are available in Dutch, English, French and German. In case of differences of interpretation, the Dutch version prevails.
- Paragraph 2: These general terms and conditions can be changed by the Supplier (at least by the Promotional Products Platform). Changes will be announced in writing by the Supplier to the Customer and will take effect thirty (30) days after the announcement, unless a different date is indicated in the announcement. The Customer already agrees to the content and applicability of the amended general terms and conditions from the date of entry into force 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 will 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 comes as close as possible to the purpose and scope of the void/nullified or unenforceable provision.
Article 23 Identity of the Supplier
Reactorweg 301, 3542 AD Utrecht
Chamber of Commerce number
VAT identification number