GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF BEGLOBAL RELATIVE GIFTS SET UP BY THE PLATFORM PROMOTIONAL PRODUCTS ASSOCIATION, having its registered office in LEERDAM and actually OFFICE-HOLDING IN (4143 HS) LEERDAM ON GILDENSTRAAT 17. Adopted at the General Meeting held on March 8, 2018 and filed under number 34179289 with the Chamber of Commerce.

 

Article 1. Definitions

• In these general terms and conditions, the following definitions shall apply
• Customer: the natural or legal person acting in the course of a profession or business.
• Defect: Any deviation of the Products from the Specification and any otherwise 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 of time specified in the Contract within which the Products must be delivered;
• Supplier: the user of these General Terms and Conditions, in this case the members of the association Platform Promotional Products, which is in a (pre-)contractual relationship with the Customer;
• Order: Any order from the Customer to the Supplier to supply Products, in any form;
• Agreement: any agreement made between the Supplier and the Customer, any amendment or addition thereto, as well as all (legal) acts in preparation and/or execution of that agreement;
• Distance contract: an agreement concluded between the Supplier and the Customer within the framework of an organized system for the distance sale of products, digital content and/or services, where, up to and including the conclusion of the contract, exclusive or joint use is made of one or more techniques for distance communication;
• Products: All goods produced and/or delivered in execution of an Order or Agreement by or for the account of Supplier as well as - whether or not related to - services to be provided by Supplier, including advice and creative expressions;
• Specification: The description of Products ordered by Customer which is stated or referred to in the Order or Agreement.
• Website: The Supplier's web shop on which Products are offered for purchase by Customers.

 

Article 2 Applicability

• Paragraph 1: Unless otherwise agreed in writing, all offers and quotations of the Supplier and any Agreement between the Supplier and the Customer shall be subject to these General Terms and Conditions.
• Paragraph 2: The applicability of any general (purchase) conditions used by the Customer is explicitly rejected by the Supplier, unless the applicability thereof has been explicitly accepted by the Supplier in writing.
• Paragraph 3: Before the remote agreement is concluded, the text of these general terms and conditions shall be made available to the Customer. If this is not reasonably possible, prior to the conclusion of the distance agreement, the Supplier shall indicate in what way the general terms and conditions can be inspected at the Supplier's premises and that, at the Customer's request, they will be sent free of charge as soon as possible.
• Paragraph 4: If the distance agreement is concluded electronically, contrary to the previous paragraph and before the distance agreement 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, before the remote agreement is concluded, it will be indicated where the general terms and conditions can be inspected electronically and that they will be sent electronically or otherwise free of charge at the request of the Customer.
• Paragraph 5: If any provision of these General Terms and Conditions turns out to be invalid, this shall not affect the validity of the entire General Terms and Conditions. Parties will in that case determine (a) new provision(s) to replace it, which as much as is legally possible gives shape to the intention of the original provision.

 

Article 3 Offers

• Paragraph 1: All offers in any form whatsoever shall be without obligation for the Supplier and shall be construed as a whole. If an offer contains a deadline for acceptance, this shall only imply that the offer has in any case lapsed after this deadline.
• 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 they are expressly confirmed.
• Paragraph 3: All quotations and offers are based on execution of the Agreement under normal circumstances and during normal working hours.
• Paragraph 4: The content of the website and the offer is compiled with the greatest care. However, Supplier cannot guarantee that all information on the website is correct and complete at all times. All prices, the offer and other information on the website and in other materials originating from Supplier are therefore "subject to.

 

Article 4 The Agreement

• Paragraph 1: The Agreement shall be concluded at the moment of acceptance by the Customer of the offer and the fulfilment of the conditions set out therein or after the Supplier has commenced performance 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 shall be considered as order confirmation.
• Paragraph 2: If the Customer has accepted the offer electronically, the Supplier shall 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 may dissolve the agreement.
• Paragraph 3: If an offer is accepted by the Customer, the Supplier shall still have the right to revoke the offer within 3 (three) working days after receipt of the acceptance. The Supplier shall notify the Customer of such a revocation without delay.
• Paragraph 4: If the Agreement is concluded electronically, the Supplier shall take appropriate technical and organizational measures to secure the electronic transfer of data and shall ensure a secure web environment. If the Customer can pay electronically, the Supplier shall observe appropriate security measures for that purpose.
• Paragraph 5: If it appears that incorrect data were provided by the Customer when accepting or otherwise entering into the agreement, the Supplier shall be entitled to fulfill its obligation only after the correct data have been received.
• Paragraph 6: The Supplier may - within legal frameworks - investigate whether the Customer can fulfil his payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the distance contract. If the Supplier has good grounds on the basis of this investigation 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, on the basis of the investigation, refuses the application or attaches special conditions to it, shall notify the Customer of this as soon as possible but at the latest within 3 days after the conclusion of the agreement, giving reasons.
• Paragraph 7: All documents, supplied models, samples or examples relating to offers made by the Supplier and/or the Agreement shall be and remain the Supplier's property and may not be provided to third parties, made available for inspection, multiplied or imitated in any manner whatsoever without the Supplier's written consent. The Customer shall be obliged to return them to the Supplier carriage paid, undamaged and, if applicable, in their original packaging within fourteen days of the Supplier's request to that effect.
• Paragraph 8: If, after the conclusion of the Agreement, a Customer wishes to terminate it prematurely in whole or in part, the Customer shall owe the Supplier the costs incurred by the Supplier with respect to: Products already purchased, the account/support hours spent by the Supplier and the costs of external parties engaged.

 

Article 5 Prizes

• Paragraph 1: All prices stated on the website and in other materials originating from the Supplier are exclusive of VAT (unless otherwise stated) and, unless otherwise stated on the website, exclusive of other levies imposed by the government.
• Paragraph 2: Unless otherwise agreed, the price or prices stated in the offer shall be based on the price-determining factors applicable to the Supplier at the time of such offer, such as wages, cost of raw materials or materials and exchange rates. Price increases resulting from a change of one of these price-determining factors after the offer has been made may be passed on by the Supplier to the Customer, even if the Agreement has already been concluded.
• Paragraph 3: If the application of the previous paragraph should lead to a price increase of 10% or more within a period of 3 months after entering into the Agreement, the Buyer shall be entitled to terminate the Agreement within 7 working days after being notified of the price increase by registered letter, without being entitled to any compensation.
• Paragraph 4: Any additional costs, such as delivery and payment costs will be stated on the website and in any case shown in the ordering process.

 

Article 6 Delivery of Processed Products

• Paragraph 1: In the event the Supplier receives an order to deliver Products that have been specially processed (or, as the case may be, assembled) for the benefit of the Customer, the Customer shall be obliged to deliver material suitable for the process of processing in sufficient quantities. As long as the Customer has not fulfilled this obligation, the Supplier shall be entitled to suspend its obligations under the Agreement.
• Paragraph 2: The Supplier shall only be obliged to send a prior proof, model, sample or example to the Customer for approval if the Customer has stipulated this in writing when entering into the Agreement. In that case, the Supplier undertakes to submit a printer's proof, model, sample or example to the Customer no later than two weeks after entering into the Agreement and after receiving the materials to be processed, which shall be deemed to have been approved if no written response has been received within five working days.
• Paragraph 3: All costs of the proof, model, sample or example shall be charged separately and shall not be included in agreed prices unless expressly agreed otherwise.

 

Article 7 Consulting work and product development

• Paragraph 1: If requested, the Supplier may act in an advisory capacity. The Supplier shall be 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 pursuant to the Agreement.
• Paragraph 2: In the case of product development, advice for promotional products to be applied, advice relating to creative concepts, quotations for extensive projects with processed or non-processed products, national or international market research into specific products or product requests of non-specified products, the provisions of paragraph 1 of this article apply in full.

 

Article 8 Engagement 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 Terms and Force Majeure

• Paragraph 1: Delivery periods shall be approximate and shall never be regarded as strict deadlines, unless expressly agreed otherwise. Terms of delivery shall only take effect once the Agreement has been concluded in accordance with article 3, all data necessary for the execution of the Agreement have been provided and the Customer has paid the purchase price or, as the case may be, the agreed term(s) or has provided the security required by the Supplier.
• Paragraph 2: If the delivery is prevented in whole or in part by force majeure, the Supplier shall have the right to suspend the delivery, as well as - in the event that the situation resulting in force majeure lasts longer than three months or as soon as it is certain that it will last longer than three months - to rescind the Agreement in whole or in part, insofar as it has not been performed, and to claim payment for the parts that have been performed, all this without any obligation to pay any compensation to the Customer.
• Paragraph 3: Force majeure shall include, but not be limited to, fire, flooding, strikes, epidemics, (civil) war, terrorism, government measures, permits not being available (on time), trade embargoes, labor disturbances, power failures, business interruptions, shortcomings or unlawful conduct of supplier(s) and subcontractors of the Supplier or other third parties, including any defects in the deliveries made by them to the Supplier, and the non-availability (on time) or insufficient availability of materials, transportation, fuels, energy and labor.
• Paragraph 4: Delivery shall take place ex-factory, unless expressly agreed otherwise. Transport and insurance costs shall be borne by the Customer, even if it is agreed that the Supplier shall take care of the transport. The transfer of the risk of the Products shall take place at the time of delivery, as it should take place pursuant to these general terms and conditions. Transport takes place at the Customer's risk, even if the carrier has explicitly stipulated that all transport documents must state that all damage resulting from the transport is at the expense and risk of the sender.
• Paragraph 5: In the event the Supplier arranges for transport, the Customer or any third party designated by the Customer shall report any transport damage to the carrier or forwarding agent immediately upon receipt, but at the latest within 12 hours after receipt of the Products, and shall send a copy thereof to the Supplier.
• Paragraph 6: Products that have not been purchased by the Customer or a third party designated by the Customer after the Delivery Term has expired, shall be stored by the Supplier at the Customer's expense and risk. In the event of failure to take delivery on time, the Supplier shall be entitled to dissolve the Agreement after a period of 14 days following 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 deviate in color, composition, weight, appearance, etc. only to a minor degree from models, samples or examples previously provided or otherwise from what has been agreed, the Products concerned shall be deemed to comply with the Agreement. The Supplier shall in any event be deemed to have fulfilled its delivery obligations if the weight or number of the Products delivered does not deviate from what has been agreed upon by more than 10%.
• Paragraph 8: The sending of Products in parts by the Supplier is permitted, whereby each shipment may be invoiced separately.

 

Article 10 Claims

• 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 is not in conformity with the agreement (defective or faulty delivery), the Customer must notify the Supplier thereof no later than 3 working days after he could reasonably have discovered it. If the Customer fails to do so, 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 well-founded, the relevant products shall be repaired, replaced or (partially) reimbursed, after consultation with the Customer. In doing so, 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 shall return the products as soon as possible. If a refund of amounts already paid in advance is made, the Supplier shall refund these amounts within 30 days after receipt of the products.
• Paragraph 5. Manufacturers and/or suppliers may offer their own warranties. These warranties are not offered by the Supplier. However, if the Supplier chooses to do so, it can mediate the Customer's invocation of these warranties.

 

Article 11 Retention of title

• Paragraph 1: All Products delivered to the Customer shall remain the Supplier's property, but shall be at the Customer's expense and risk 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 any 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 shall not be permitted to process the Products, remove them from its actual control, alienate them, pledge them or encumber them in any other way, and the Customer shall furthermore take all appropriate measures to separate these Products and keep them separated from the other goods present at the Customer's premises and shall do everything necessary to prevent mixing, overlapping or the formation of a business.
• Paragraph 3: The Customer undertakes not to assign or pledge to third parties any claims that it obtains against its customers, and furthermore undertakes to pledge said claims to the Supplier, as soon as the Supplier expresses a wish to that effect, in the manner indicated in Article 3: 239 of the Dutch Civil Code, as additional security for its claims against the Customer for whatever reason.
• Paragraph 4: The Customer shall be obliged to point out in writing to third parties wishing to recover any claims on the Products delivered by the Supplier the Supplier's ownership right on them. The Customer shall notify the Supplier of this in writing without delay.
• Paragraph 5: If the Customer fails to comply with its obligations or if the Supplier has good reason to fear that the Customer will fail to comply with its obligations, the Supplier may invoke its retention of title, in which case the Customer shall be obliged, upon request, to immediately bring the delivered Products under the Supplier's effective control free of charge. The Supplier shall furthermore be entitled to retrieve these Products or have them retrieved from the place where they are located, at the expense of the Customer. The Customer hereby irrevocably authorises the Supplier, now for then, to enter the premises used by or for the Customer, or to have such premises entered. After repossession, the Buyer shall be credited for the market value, which shall in no case be higher than the original purchase price, less the costs of repossession and damages suffered by the Supplier.

 

Article 12 Duration transaction: duration of termination and extension

• Paragraph 1: The Customer may terminate an agreement that has been entered into for an indefinite period of time and that extends to the regular delivery of Products, at any time, subject to agreed termination rules and a notice period of two months.
• Paragraph 2. The Buyer may terminate the agreements mentioned in the previous paragraphs in writing.
• Paragraph 3. A contract entered into for a definite period, which extends to the regular delivery of products, digital content or services, is tacitly renewed for the same duration as agreed.
• Paragraph 4. Said notice periods shall apply accordingly for terminations by the Supplier.

 

Article 13 Payment

• Paragraph 1: Unless agreed otherwise in writing and without prejudice to the provisions of the following paragraph, payments shall be made to the Supplier in euros, either net cash, or at the offices of the Supplier by means of a transfer to or deposit into a bank or giro account designated by the Supplier, at the Supplier's discretion, always within 14 days after the invoice date. The Supplier is entitled to invoice electronically, to which the Customer hereby agrees.
• Paragraph 2: Setting off debts or other forms of settlement shall never be permitted without an express written agreement.
• Paragraph 3: The Supplier shall at all times be entitled to require sufficient advance payment or security for compliance with the Customer's payment obligations before delivering, or continuing with the delivery, at the Supplier's discretion, whereby the Supplier shall be entitled to suspend further deliveries if the Customer fails to comply with such requirement, even if a fixed delivery time has been agreed, 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 due by it pursuant to the Agreement within the agreed term, it shall be in default by operation of law. The Supplier shall be entitled to increase the amount due with the statutory interest, and the Supplier shall be entitled to charge and recover from the Customer the extrajudicial collection costs and any litigation costs it has incurred.
• Paragraph 5: If the Customer is in default with respect to its obligations under the Agreement or these General Terms and Conditions, all payment obligations of the Customer to the Supplier shall become immediately due and payable from that moment, regardless of whether or not an invoice has already been issued.

 

Article 14 Intellectual, industrial property rights and Secrecy

• Paragraph 1: All intellectual and industrial property rights (including trademark rights, model rights and patents) in all designs, drawings, models, samples and examples made available or developed under the Agreement (hereinafter: "the Information") shall belong exclusively to the Supplier, unless expressly agreed otherwise.
• Paragraph 2: The Customer shall not be entitled to use the Information referred to in the previous paragraph other than for the purpose of the use of the Products to which they relate as provided for in the Agreement.
• Paragraph 3: The Customer shall maintain confidentiality with respect to all Information, Specifications, all business information and know-how concerning and originating from the Supplier made available to the Customer for the performance of the Agreement. If requested, the Customer shall immediately transfer the confidential information as well as all copies or other multiplications thereof to the Supplier.

 

Article 15 Infringement of third-party rights

• Paragraph 1: If it is irrevocably established by a competent court in a lawsuit 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 option, replace the item in question with a Product that does not infringe the right in question, attempt to acquire a right of use in respect thereof, or refund to the Customer the price paid for that Product, less a reasonable depreciation.
• Paragraph 2: In case of replacement or reimbursement, the Supplier shall have the right to attach to it the condition of returning the originally delivered Products.
• Paragraph 3: The Supplier shall be under no obligation with respect to any infringement of third party rights other than the obligation of replacement, acquisition, or reimbursement referred to in the first paragraph.
• Paragraph 4: In the event that an Order is carried out according to design, drawings, recipes, Specifications or instructions provided by or on behalf of the Customer, or uses goods to be provided by or on behalf of the Customer, the Customer cannot claim the aforementioned provisions of this article and the Customer shall indemnify the Supplier against all claims related to alleged infringements of intellectual or industrial property rights of third parties.

 

Article 16 Liability

• Paragraph 1: The Supplier only accepts liability, if:

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

- The damage is the direct result of a demonstrable Defect in the Products produced and/or supplied by Supplier insofar as they do not provide the safety that, all circumstances considered, one may expect from them.

• Paragraph 2: The Supplier accepts no liability whatsoever 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 inaccuracies or imperfections in the design provided by the Customer to the Supplier, as well as for infringements of third-party rights by the design.
• Paragraph 3: The total liability of the Supplier on account of attributable failure to perform the Agreement shall in any event be limited to compensation of the material and direct damage up to a maximum of the amount of the price stipulated separately for the Products concerned (excluding VAT).
• Paragraph 4: For the damage described above, the Supplier shall in any event not accept liability for that damage for which its insurer does not pay out (upon request, the Supplier shall provide the Customer with a copy of the insurance agreement in question). Furthermore, the total liability of the Supplier shall never exceed the amount of €50,000 per event.
• Paragraph 5: The Supplier shall only be liable for those (in)direct losses for which it has expressly accepted liability in these Conditions.
• Paragraph 6: The Customer shall indemnify the Supplier against all claims of 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 and exclusively by the Products delivered by the Supplier.
• Paragraph 7: In the event of force majeure as referred to in Article 8 paragraph 3 of these General Terms and Conditions, the Supplier shall never be liable for any damage whatsoever.
• Paragraph 8: Unless otherwise expressly agreed in writing, all legal claims under the Agreement and these general terms and conditions shall expire by the expiration of one year from the date of delivery.

 

Article 17 Return of rented and loaned items

• Paragraph 1: If, during the performance of the Agreement, the Supplier has rented out and/or given items on loan to the Customer, whether or not for payment, the Customer shall be obliged to return such items immediately after termination of the Agreement, for whatever reason, in their original condition, free of defects and in full. The aforementioned term shall be deemed to be a strict deadline.
• Paragraph 2: If, for whatever reason, the Customer fails to comply with the obligation referred to in paragraph 1, the Supplier shall be entitled to recover from the Customer the damage and costs resulting therefrom, including the costs of replacement and loss of rental income, without prejudice to all other rights vested in the Supplier.

 

Article 18 Dissolution

• Paragraph 1: If the Customer fails to fulfil any of his obligations to the Supplier, fails to fulfil them on time or properly, applies for a moratorium, goes into bankruptcy or terminates his business, in the event of a legal merger or if a substantial part of the control at the Buyer changes hands, all invoices shall be immediately due and payable and the Supplier shall be entitled - without judicial intervention and/or further notice of default being required - to dissolve (all) Agreements concluded with the Buyer in full or in part by means of a written statement and the Supplier shall be entitled to compensation for all direct, indirect and consequential damage, including loss of profit, without prejudice to any other rights to which it is entitled by law.
• Paragraph 2: If, even after a written demand to that effect, the Supplier fails to fulfill its obligations, or fails to do so on time or properly, the Customer may dissolve the Agreement in respect of the defective part, without, however, being able to claim compensation for dissolution damage, whereby the provisions of Article 10 of these General Terms and Conditions regarding retention of title shall remain explicitly in force.

 

Article 19 Processing Personal Data

• Paragraph 1: If the Customer provides the Supplier with personal data necessary for the performance of the agreement, the Customer shall remain the Data Controller for the data processing as referred to in the General Data Protection Regulation.
• Paragraph 2: The Supplier shall take the necessary technical and organizational measures to secure the processing of personal data against loss or unlawful processing. In the measures to be taken, the Supplier shall take into account the interest of the Customer to be protected and the nature of the personal data processed by the Supplier on behalf of the Customer.
• Paragraph 3: Upon completion of the agreement, the Supplier shall destroy, on behalf of the Customer, the personal data obtained by the Supplier in the performance of the agreement, unless the Customer disputes the service provided.
• Paragraph 4: The Supplier and the Customer shall lay down their mutual rights and obligations separately in a Processor Agreement.

 

Article 20 Numbers, measurements, weights and further data

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

 

Article 21 Disputes/applicable law/choice of forum

• Paragraph 1: These General Terms and Conditions and all offers and Agreements to which these General Terms and Conditions apply shall be governed exclusively by Dutch law. The UN Convention on Contracts for the International Sale of Goods (commonly referred to as the Vienna Sales Convention) shall not apply.
• Paragraph 2: All disputes arising between the Supplier and the Customer concerning the performance of the Agreement may be submitted jointly by the Supplier and the Customer to the PPP Disputes Committee, which shall issue a binding opinion in this regard for the parties.
• Paragraph 3: All disputes arising between the Supplier and the Customer concerning the performance 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:This general terms 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 (or at least by the Promotional Products Platform). The Supplier shall notify the Customer in writing of any amendments, which shall take effect thirty (30) days after such notification, unless another date is stated in the notification. The Customer hereby agrees to the content and applicability of the amended General Terms and Conditions as from the effective date stated in the announcement.
• Paragraph 3: If any provision of the Agreement or these General Terms and Conditions proves to be void or otherwise unenforceable, this shall not affect the validity of the remaining provisions of the Agreement and the General Terms and Conditions. In that case, the Supplier shall be entitled to replace it with a provision that approaches the purpose and purport of the void/annulled or unenforceable provision to the greatest extent possible.