GENERAL SALES AND DELIVERY CONDITIONS OF JAMIEPRO BV, NIJVERHEIDSWEG 19, 1851 NW HEILOO, NETHERLANDS
Article 1 Definitions
Paragraph 1: The following definitions are used in these general conditions:
. advisor or supplier: the user of these general conditions, in this case JAMIEPRO BV.
. client: the person who has a (pre) contractual relationship with the supplier
Paragraph 2: Where the term “goods” is used in these general conditions it means both the goods to de delivered by the supplier as the services, advice and creative expressions it provides.
Paragraph 3: Where reference is made in these general conditions or the agreement concluded between the supplier and the client to an internationally defined clause (for example C.O.D., ex-works, C.I.F. etc.) such a clause must be understood in the sense of the Incoterms 1990 published by the international Chamber of Commerce.
Article 2 Applicability.
Paragraph 1: Unless agreed otherwise in writing, these general sales and delivery conditions are applicable on any commitment between the supplier and the client.
Paragraph 2: The stipulation in the previous paragraph also applies for (further or additional) agreements between the supplier and the client whereby the applicability of these general sales and delivery conditions is not further (explicitly) invoked.
Article 3 Offers
Paragraph 1: All offers, in whatever shape or form, are without any obligations for the suppliers unless these contain an acceptance period and are based on delivery under normal circumstances and normal working hours.
Paragraph 2: If an offer without obligations is accepted, the supplier has the right to revoke the offer within two days after receipt of the acceptance.
Paragraph 3: Images, catalogues, drawings and other data provided to the client are subject to adjustments without prior notice and do not bind the supplier.
Article 4 Prices.
Paragraph 1: The price(s) specified with the offer are in Euros, exclusive VAT and apply on the current factors determining the costs.
Paragraph 2: The supplier always has the right to decide that certain articles will only be delivered in certain minimum quantities.
Article 5 Delivery of printed goods.
Paragraph 1: In case the supplier receives the order to deliver products specially processed or composed for the client, the client is obliged to provide direct reproducible material of a good quality.
Paragraph 2: The supplier is only obliged to send a print proof to the client for approval beforehand if this is stipulated in writing with the provision of the order. In that case the supplier is obliged to submit a print proof to the client, within five weeks after receipt of the assignment thereto and after receipt of the materials to be reproduced, which print proof is considered to be approved if no written response to the print proof has been received within five working days.
Paragraph 3: All costs of the print work or costs associated with this are invoiced separately and are not included in the agreed prices unless the opposite is explicitly agreed in writing.
Article 6 Consultancy work and product development.
Paragraph 1: The advisor is obliged to serve the interests of the client to his best knowledge and ability and to act as advisor if requested.
Paragraph 2: Advisor will treat all information provided by the client with strict confidentiality, also after termination of the relationship. In turn the client is obliged to observe confidentiality regarding all that he has become aware of related to the company of the advisor, his products and/or services.
Paragraph 3: In case of product development, advice on promotional products to be used, advice regarding creative concepts, quotations for extensive project with or without printed products, national or international market surveys into specific products or product requests for not specifically defined products, the client always owes a fee, in all cases that do not concern the delivery of specifically defined products, for the amount of an hourly rate or fixed rated to be agreed in advance between the parties.
Article 7 Deliveries and delivery time.
Paragraph 1: Specified delivery times can never be considered as deadlines, unless explicitly agreed otherwise. In case of late delivery the supplier must therefore be given a written notice of default.
Paragraph 2: The delivery time starts at the latest on the following days:
A. the day the agreement is concluded.
B. the day the supplier receives the documents, data, permits and such necessary for the performance of the agreement.
C. the day the supplier receives the advance payment that must be made by the client in accordance with the agreement.
Paragraph 3: If the delivery is completely or partially prevented by force majeure, the supplier has the right to suspend the delivery or to completely or partially dissolve the agreement, insofar not performed, and to claim payment regarding all performed parts, all this without being obliged to pay any damage compensation to the client.
Paragraph 4: Force majeure in these general sales and delivery conditions means any circumstance that is beyond the control of the supplier, whether or not this was already foreseen at the time that the agreement was concluded, that temporarily or permanently prevents the compliance with the agreement, as well as insofar not already included in this, war, danger of war, civil war, riot, work strike, workforce exclusion, transport problems, fire and/or serious malfunctions in the company of the supplier or of its suppliers.
Paragraph 5: The supplier reserves the right, in case of products specially composed for the client, to deliver and invoice a maximum 10% more or less of the agreed quantity.
Paragraph 6: After good prior consultation, the supplier is allowed to deliver the goods in parts, whereby each delivery must be paid separately.
Paragraph 7: Unless agreed otherwise in writing, without prejudice to the above stipulations regarding prices, the prices specified by the supplier are based on delivery from factory, warehouse or other storage place, exclusive vat, import duties or other taxes, charges or obligations and exclusive loading, unloading, transport and insurance costs.
Paragraph 8: Unless agreed otherwise in writing, the goods are delivered from warehouse, in which case the goods are considered to be delivered by the supplier and to be accepted by the client as soon as the goods are offered to the client and/or as soon as the goods are loaded on the means of transport.
Paragraph 9: Unless agreed otherwise in writing, transport is for the risk and account of the client, also if the transporter has explicitly stipulated that all transport documents must mention that all damage caused by the transport are for the risk and account of the sender. If the transport is organised by the supplier or is offered in a quotation, it is always a service of the supplier. So, the risk of damage or shortages during transport is never for the supplier. The supplier will only mediate between the transporter and the client as a customer service.
Paragraph 10: If the supplier provides samples to the client, the client is obliged to return the samples undamaged and in the original package to the supplier prepaid, within fourteen days after receipt.
Paragraph 11: If the supplier shows or provides a model, sample or example, this is only for illustration: the qualities of the goods to be delivered may differ from the sample, model or example. The stipulations in article 3 equally apply.
Article 8 Reclamations.
Paragraph 1: Reclamations regarding external visible defects or shortages must be made in writing, per e-mail or per telefax within two working days after delivery, when exceeding this period the supplier is not obliged to pay any type of damage compensation.
Paragraph 2: Reclamations regarding non-external visible defect must be made in writing within eight days after detection thereof up to two weeks after delivery of the goods which period applies as expiry period. The client is deemed to inspect the goods that are put in stock and/or not issued within 2 weeks, for defects, as meant in this paragraph, here the expiry period from this paragraph also applies.
Paragraph 3: Reclamations regarding the amount of the invoice sent by the supplier must be reported in writing within eight days after date of invoice, which period applies as expiry period.
Paragraph 4: The stipulations in the previous parts only apply for the services, goods and/or raw materials delivered by the supplier but purchased from third parties, insofar as and to the extent that the third party supplier of these services, goods and/or raw materials has given warranty to the supplier.
Paragraph 5: Goods that are acknowledged by the supplier as defect will either be replaced by him, or deducted from the purchase amount under exclusion of any other type of (additional) damage compensation obligation.
Paragraph 6: Goods may only be returned after permission of the supplier, but this is for the account and risk of the client and never implies any acknowledgment of liability.
Article 9 Property retention
Paragraph 1: The supplier retains the property of all goods delivered by him to the client till the purchase price of all these goods is paid in full.
Paragraph 2: If the supplier in the context of the agreement concluded with the client, must perform work for the client to be compensated by the client, the property retention also applies till the client has also paid this claim in full.
Paragraph 3: The property retention also applies regarding claims that the supplier might obtain against the client due to failure of the client in one or more of his obligations towards the supplier.
Paragraph 4: As long as the property of the delivered goods has not transferred to the client, the client may not pledge the goods or grant any other right there on to a third party other than in the context of the normal business operations whereby the client is obliged, in case of credit sale, to request a property retention from his buyers based on the provisions in this article.
Paragraph 5: Client commits himself not to assign or pledge any claims he obtains from his buyers to third parties and furthermore commits himself to pledge the aforementioned claims to the supplier, as soon as this is requested by the supplier, in the way that is indicated in art. 3:239 Civil Code, as additional security of its claims against the client for whatever reasons.
Paragraph 6: If the supplier has good reasons to suspect that the client will not comply with his payment obligations towards the supplier, the supplier has the right to take the goods back that were delivered under property retention. After taking these goods back the client will receive a credit for the market value, which in no case will be higher than the original purchase price, reduced by the costs related to taking back the goods.
Article 10 Payment.
Paragraph 1: Unless agreed otherwise in writing and without prejudice to the provisions in the next paragraph, the payments to the supplier must be made net within 15 days after date of invoice, which period applies as a deadline.
Paragraph 2: Unless explicitly agreed otherwise, all payments, regardless the payment method, of the client are first deducted from the costs, subsequently from the occurred interest and finally from the main amount of the outstanding invoices.
Paragraph 3: The supplier always has the right before delivering, or before proceeding with the delivery, to demand, at his discretion, sufficient advance payment or security for the compliance of the client with the payment obligations, whereby the supplier has the right to suspend further deliveries if the client does not meet this demand, also in case a fixed delivery time has been agreed, all this without prejudice to the right of the supplier to claim damage compensation due to the late or non-performance of the agreement.
Paragraph 4: If the client does not pay within the agreed period he is legally in default and the supplier has the right, without requiring any notice of default, to charge him interest from the expiry date of the unpaid invoice(s), at a rate of 2% above the legal interest with a minimum interest rate of 12% per year, on the invoice amount.
Paragraph 5: All extrajudicial collection costs made by the supplier will be charged to the client and calculated in proportion to the outstanding amount in the way as indicated below, with the understanding that this will be at least € 70.=. The extrajudicial collection costs are calculated on the main amount to be claimed and is as follows:
on the first € 3,000.= 15%
on the surplus up to € 6,000.= 10%
on the surplus up to € 15,000.= 8%
on the surplus up to € 60,000.= 5%
on the surplus above € 60,000.= 3%
Paragraph 6: If the client is in default all outstanding claims of the supplier against the client will then become immediately payable.
Article 11 Liability
Paragraph 1: Except in case of gross negligence or intent of the client or managerial subordinates of the supplier, the supplier is not liable for any costs, damages or interests, occurred as a result of actions or negligence of aforementioned persons or of other subordinates of the supplier or of persons engaged by the supplier to perform the agreement.
Paragraph 2: Any liability of the supplier for company damage or other indirect damage is explicitly excluded.
Article 12 Designs, models, etc.
Paragraph 1: All drawings, sketches, schedules, samples, models, tools and such used by the supplier and also when provided to the client by the supplier remain mentally and/or physically the property of the supplier and therefore may not be used, except with the prior written permission of the supplier, for any other purpose than the performance of the agreement between the supplier and the client.
Paragraph 2: Client indemnifies the supplier for claims of third parties regarding intellectual property rights on the goods of the client mentioned in the previous paragraph.
Article 13 Disputes/applicable law.
Paragraph 1: Dutch law is applicable on all agreements that are completely or partially subject to these conditions.
Paragraph 2: Disputes between the advisor or supplier and client will be submitted to the district court in the district where JAMIEPRO BV is established. The verdict of this court is binding.
Paragraph 3: Unless explicitly agreed otherwise in writing, all legal claims whereto the client might be entitled under these general conditions will expire after once year since the date of the delivery.