General Terms and Conditions

Article 1: Definitions
In these delivery terms and conditions, the following terms are defined as:
a. Client: the natural or legal person who has commissioned the supplier to produce goods or perform services;
b. Supplier: the natural or legal person who has accepted the assignment referred to under a., or who has issued a prior quotation or offer in anticipation of such an assignment;
c. Data carriers: magnetic tapes and disks, optical disks, and all other means intended for the recording, processing, transmission, reproduction or publication of texts, images, or other data with the aid of equipment, all in the broadest sense of the word;

Article 2: General

  1. These delivery terms apply to the formation, content, and fulfillment of all agreements concluded between the client and the supplier.
  2. General (purchase) terms and conditions of the client apply only if expressly and in writing agreed that they shall apply to the agreement between the parties to the exclusion of these delivery terms.

Article 3: Quotations, Offers

  1. The mere issuance of a quotation, budget, preliminary calculation, or similar communication, whether or not designated as an offer, does not oblige the supplier to enter into an agreement with the client.
  2. Offers by the supplier are always non-binding and can only be accepted without deviations. An offer is deemed rejected if not accepted within one month. An offer is defined as a proposal to enter into an agreement that is sufficiently specific such that acceptance immediately results in a binding agreement.

Article 4: Cancellation

  1. The client is entitled to cancel an agreement before the supplier has commenced performance, provided that the client compensates the supplier for any damages incurred. Such damages include the supplier's losses, lost profits, and at a minimum, the costs already incurred in preparation, including reserved production capacity, purchased materials, engaged services, and storage.
  2. Cancellation of agreements for the production of periodical publications as referred to in Article 14 paragraphs 2 and 3 is not permitted.

Article 5: Price

  1. All prices quoted are exclusive of VAT and other government-imposed levies unless expressly stated otherwise.
  2. The price quoted by the supplier for the performance applies only to performance in accordance with the agreed specifications.
  3. In the case of composite quotations, there is no obligation to deliver a portion of the total performance for a corresponding part of the quoted price.
  4. If no price has been agreed upon and the parties have entered into one or more similar agreements in the previous year, the price will be based on the production methods and calculation rates used in those agreements, with consideration for generally accepted price increases.
  5. If the above does not apply, or if only an estimate was provided, or if the agreed price can be changed under these terms, the price or change will be determined as a reasonable amount in the printing industry.

Article 6: Price Changes

  1. The supplier may increase the agreed price if, after the agreement is concluded, circumstances arise such as increases in the costs of materials, intermediate products, services, shipping, wages, employer's social security contributions, other labor costs, new or increased government levies, currency fluctuations, or other similar circumstances.
  2. Any extra processing required due to illegible text, unclear copy, defective data carriers or software, or other issues not foreseen at the time of the agreement are grounds for increasing the agreed price.
  3. The supplier may increase or must decrease the price if the client changes the originally agreed specifications, including author corrections or revised instructions after receiving proofs. The supplier will cooperate within reason unless the change significantly alters the nature of the performance.

Article 7: Payment Term

  1. Unless agreed otherwise, the client must pay within 14 days of the invoice date without any right to discount, offset, or suspension. Immediate payment upon delivery is required if the client is a consumer. Late payment results in default without notice.
  2. In the case of partial delivery, the supplier may invoice for the portion delivered and related production costs.
  3. Regardless of agreed payment terms, the supplier may demand security for payment at any time. Insufficient security must be supplemented upon request.
  4. Late payment incurs statutory interest from the invoice date. One twelfth of the annual interest is charged per month or part thereof.
  5. In addition to interest, late payment obligates the client to pay full collection costs, including legal and extrajudicial fees, with a minimum of €150 or 15% of the principal amount.

Article 8: Method of Delivery; Retention of Title

  1. Unless agreed otherwise, delivery takes place at the supplier's place of business.
  2. The supplier is not obliged to deliver in parts.
  3. The client must cooperate with delivery. Failure to collect or accept delivery constitutes default.
  4. Goods remain the supplier's property until all obligations are fulfilled.
  5. Shipping is at the client's risk unless free delivery is agreed. This includes data transmission via telecommunication.
  6. Unless agreed otherwise, the supplier is not responsible for storing the goods. Storage, if agreed, is at the client's risk and expense.

Article 9: Delivery Period

  1. Delivery dates are indicative unless expressly agreed otherwise. The supplier is in default only after notice.
  2. Changes to the work or failure to meet cooperation obligations void binding deadlines.
  3. The client must act to enable timely delivery, including prompt responses and proper materials.
  4. Non-compliance voids any binding delivery terms. The supplier may suspend performance until default is rectified.

Article 10: Inspection Upon Delivery

  1. The client must inspect goods promptly and notify the supplier in writing within 10 days of any defects.
  2. The supplier may provide a new correct performance instead of a defective one.
  3. If no timely inspection or notice is given, the delivery is deemed proper.
  4. If a 10-day notice period is unreasonably short, it extends to the first possible opportunity.
  5. Any use of goods by the client constitutes acceptance unless the client complied with paragraph 1.

Article 11: Content and Changes to Agreement
The client bears the risk of misunderstandings arising from specifications or communications that were unclear, incorrect, or incomplete and transmitted orally or via technical means such as phone or fax.

Article 12: Typesetting, Printing, and Other Proofs

  1. The client must carefully check and promptly return all proofs.
  2. Approval of proofs implies confirmation of preceding work.
  3. The supplier is not liable for unnoticed errors in approved or corrected proofs.
  4. Proofs requested by the client are billed unless included in the agreed price.
  5. Complaints about color deviations, except for PMS colors, are not accepted.
  6. Digital proofs are only indicative in size and color.

Article 13: Deviations

  1. Minor deviations from designs, drawings, or models do not justify rejection, discount, or damages.
  2. A representative sample will determine the extent of deviations.
  3. Deviations that do not significantly affect usability are considered minor.
  4. Delivery tolerances: up to 20,000 units = 10%; above 20,000 = 5%; packaging and labels = always 10%.
  5. Minor deviations in paper/cardboard quality are as per industry standards.
  6. Deviations in other materials are acceptable per their sales terms, available upon request.

Article 14: Continuing Agreements; Periodical Publications

  1. Agreements for periodic publications are indefinite unless agreed otherwise, and can only be terminated with a notice period: 1 year if published quarterly or more often; 6 months otherwise.
  2. A periodic publication is one issued regularly.
  3. Production includes semi-finished products and preparation for distribution.
  4. Termination must be by registered letter or one with confirmation.
  5. Deviations from this article must be in writing.

Article 15: Copyrights, etc.

  1. The client guarantees that performance of the agreement does not infringe third-party rights under copyright or industrial property law.
  2. In case of doubt regarding third-party rights, the supplier may suspend performance until legality is established.
  3. Unless agreed otherwise, the supplier retains copyright on all works produced.
  4. Supplier-produced designs or components may not be reproduced without written permission, even if not legally protected.
  5. The client receives a non-exclusive right of normal use after delivery, not including reproduction.

Article 16: Ownership of Production Resources

  1. All production tools and materials remain the supplier's property, even if itemized.
  2. The supplier is not obliged to hand them over.
  3. The supplier is not obliged to store them unless agreed, and then only for one year without reuse guarantees.

Article 17: Client-Owned Property; Pledge Rights

  1. The supplier will store client-supplied items with due care.
  2. The client bears all storage risks and should insure accordingly.
  3. The client must keep duplicates in case of loss or damage.
  4. The client grants the supplier a lien for all obligations.

Article 18: Client-Supplied Materials and Products

  1. Client-supplied materials must be timely and suitable. Instructions from the supplier must be followed.
  2. The client must supply extra materials for testing. Quantities must be sufficient.
  3. The supplier is not obliged to inspect materials before processing.
  4. The supplier is not liable for failures due to unsuitable or mismatched materials.
  5. The supplier does not guarantee specific properties unless properly informed beforehand.
  6. The supplier is not liable for damage if materials have been pre-treated.
  7. The client must notify the supplier of special risks.
  8. The supplier may dispose of leftover materials as its own.

Article 19: Force Majeure

  1. Failures not due to supplier fault or beyond reasonable control do not result in liability.
  2. Events like war, strikes, energy shortages, fire, non-delivery by suppliers, etc., are considered force majeure.

Article 20: Liability

  1. Supplier liability is limited to a reasonable proportion of the agreed price.
  2. No liability after client use, processing, or delivery to third parties.
  3. No liability for loss of revenue or goodwill.
  4. No liability for damage to client-supplied materials unless properly informed.
  5. The client indemnifies the supplier against any third-party claims.

Article 21: Applicable Law
The agreement between supplier and client is governed by Dutch law.