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GENERAL SALES AND DELIVERY CONDITIONS

Tirage Art Reclamecreaties

 

GENERAL SALES AND DELIVERY CONDITIONS

GENERAL SALES AND DELIVERY CONDITIONS OF THE ASSOCIATION PLATFORM PROMOTIONAL PRODUCTS, with its registered office IN THE HAGUE AND ACTUALLY OFFICE IN (2585 EW) THE HAGUE AAN DE Laan Copes van Cattenburch 79

Article 1.

Definitions In these general terms and conditions the following definitions are used:. Customer: the person who orders Products from the Supplier and / or with whom the Supplier is negotiating or negotiating the conclusion of an Agreement; . Defect: Any deviation of the Products from the Specification and any otherwise improper functioning of the Products or services provided; . Disputes Committee PPP: the disputes committee set up by the Platform Promotional Products association; . Delivery term: the term 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 Buyer to the Supplier for the delivery of Products, in whatever form; . Agreement: any agreement that is concluded between the Supplier and the Customer, any amendment or addition thereto, as well as all (legal) acts in preparation and / or in the execution of that agreement; . Products: All goods produced and / or delivered by or at the expense of the Supplier for the execution of an Order or Agreement, as well as - whether or not associated therewith - 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.

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 Buyer. Paragraph 2: The applicability of any general (purchase) conditions used by the Buyer is explicitly rejected by the Supplier, unless the applicability thereof has been explicitly accepted by the Supplier in writing.

Article 3

Offers Paragraph 1: All offers, in whatever form, are without obligation for the Supplier and must be understood as a whole. If an offer contains a term for acceptance, this only means that the offer will in any case expire after this term. Paragraph 2: All images, catalogs, drawings and other provided with the offer

data, such as measures, weights and quantities, are as accurate as possible. These statements are only binding insofar as this is explicitly confirmed. Paragraph 3: All quotations and offers are based on performance of the Agreement under normal circumstances and during normal working hours. Paragraph 4: Agreements are only concluded if and insofar as they have been confirmed in writing by the Supplier or after the Supplier has started with the implementation. Paragraph 5: If no order confirmation has been sent due to circumstances, including the nature, scope or urgency of the Order, the invoice will be regarded as order confirmation. Paragraph 6: Each Agreement is entered into by the Supplier under the suspensive condition that the Customer - at the sole discretion of the Supplier - proves to be sufficiently creditworthy for the financial performance thereof. 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 counterfeit in any way. The Buyer is obliged to return it to the Supplier undamaged and, insofar as applicable, postage paid in original packaging within fourteen days of a request made by the Supplier.

Article 4

Prices. Paragraph 1: The price or prices stated in the offer are in Euros, exclusive of VAT and / or other levies. Paragraph 2: Unless agreed otherwise, 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 wages, 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 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 the Agreement within 7 working days after he has been informed of the price increase. by registered letter, without being entitled to any compensation.

Article 5

Delivery of processed Products. Paragraph 1: In the event that the Supplier is ordered to supply Products specially processed (or composed) for the benefit of the Buyer, the Buyer is obliged to supply material suitable for the processing process in sufficient quantities. As long as the Buyer 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 sample to the Buyer in advance for approval if this was stipulated in writing by the Buyer when entering into the Agreement. In that case, the Supplier undertakes no later than two weeks after entering into the Agreement and after receipt of the materials to be processed to submit a proof, model, sample or example to the Customer, which will be deemed to have been approved if not within five working days in writing. has 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 6

Advice activities and product development. Paragraph 1: The Supplier can, on request, act in an advisory capacity. The Supplier is entitled to charge this separately to the Buyer, regardless of whether the advice relates to Products produced and / or delivered by or for the account of the Supplier under the Agreement. Paragraph 2: In the case of product development, advice for 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 not specifically defined, the Supplier is the provisions of paragraph 1 of this article apply in full.

Article 7

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

Article 8

Deliveries and Delivery Times. Force of the majority. Paragraph 1: Delivery times are approximate and can never be regarded as deadlines, unless explicitly agreed otherwise. Delivery periods only commence once the Agreement has been concluded in accordance with Article 3, all information required for the performance of the Agreement has been provided and the Purchaser has paid the purchase price or the agreed term (s) or the time required by the Supplier. security has been provided. Paragraph 2: If the delivery is wholly or partially prevented by force majeure, the Supplier is entitled 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 dissolve the Agreement, insofar as it has not been performed, in whole or in part and to claim payment for the parts that have been performed, all this 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, non-availability or timely availability of permits, trade embargoes, industrial unrest, power failure, business disruptions, shortcomings or unlawful conduct of supplier (s) and subcontractors of the Supplier or other third parties, including any defects in what they have delivered to the Supplier, and the non-availability (timely) or insufficient availability of materials, transport, fuels, energy and labor power. Paragraph 4: Delivery takes place ex works, unless explicitly agreed otherwise. Costs for transport and insurance are at the expense of the Buyer, even if it is agreed that the Supplier will take care of the transport. The transfer of the risk of the Products takes place at the time of delivery, as it must take place on the basis of these general terms and conditions. The transport takes place at the risk of the Customer, even if the carrier has explicitly stipulated that all transport documents must state that all damage as a result of the transport is at the expense and risk of the sender. Paragraph 5: In the event that the Supplier takes care of the transport, the Buyer or a third party designated by him must report any transport damage to the carrier or forwarder immediately upon receipt, but no later than 12 hours after receipt of the Products and send a copy thereof to the Supplier. . Paragraph 6: Products that have not been purchased by the Buyer 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 Buyer. In the event of late purchase, 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 sell the Products to third parties. Paragraph 7: If, in terms of color, composition, weight, appearance, etc., the Products deviate only to a minor extent from previously provided models, samples or examples or otherwise from what has been agreed, the Products concerned will be 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 Products delivered does not deviate by more than 5% from what has been agreed. Paragraph 8: The delivery of Products by the Supplier in parts is permitted, whereby each shipment may be invoiced separately.

Article 9

Complaints. Paragraph 1: The Customer is obliged to check the Products or have them checked for any Defects immediately after delivery. Paragraph 2: Complaints with regard to Defects in the delivered Products must be submitted in writing and as soon as possible, but no later than eight days after delivery of the relevant Products, or within eight days after the discovery of the Defect, or at least within eight days after the Defect should reasonably have been discovered, made known to the Supplier. If this term is exceeded, the Customer is deemed to agree with (the quality of) the Products delivered and to have relinquished all rights and powers that are available to it by virtue of the law and / or the Agreement and these general terms and conditions. Paragraph 3: A complaint as referred to in the previous paragraph does not suspend the Customer's payment obligations. Paragraph 4: In the event that the Customer's complaint is justified in the opinion of the Supplier, the Supplier is only obliged at its option to deliver the missing, repair or replacement of the delivered Products or (partial) refund of the purchase price. Paragraph 5: Minor and / or use in the industry 

deviations, such as deviations as referred to in article 8 paragraph 7 of these general terms and conditions, can never constitute grounds for complaints. The only ground for complaint is the deviation from the Specification approved by the Customer.

Article 10

Retention of title. Paragraph 1: All Products delivered to the Buyer remain the property of the Supplier, but from the moment of delivery they are at the expense and risk of the Buyer, until all amounts due under the Agreement as well as the claims due to the failure by the Buyer to comply with this or other agreement. (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 passed to the Buyer, the Buyer is not permitted to process, transfer, dispose of, pledge or otherwise encumber the Products, the Buyer will also take all appropriate measures. to separate these Products and keep them separate from the other goods present at the Customer and to make all necessary efforts to prevent mixing, accession or specification. Paragraph 3: The Buyer undertakes not to assign or pledge claims that he obtains against his customers to third parties and furthermore undertakes to pledge the said claims, as soon as the Supplier indicates the wish to do so, to it in the manner indicated in art. . 3: 239 of the Dutch Civil Code as additional security for its claims for whatever reason against the Customer. Paragraph 4: The Buyer is obliged to inform third parties who wish to recover from the Products delivered by the Supplier in writing of the Supplier's right of ownership. The Buyer must immediately inform the Supplier of this in writing. Paragraph 5: If the Buyer fails to fulfill its obligations or, if the Supplier has good reason to fear that the Buyer will fail to meet its obligations, the Supplier may invoke the retention of title it has made, in which case the Buyer 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 take back these Products (or have them collected) from the place where they are located at the expense of the Buyer. The Buyer hereby grants the Supplier irrevocable authorization for that purpose to enter or have entered the areas in use by or for the Buyer. After repossession, the Buyer 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 11

Payment. Paragraph 1: Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraph, payments to the Supplier must be made in euros, or net cash,
either at the offices of the Supplier by means of a transfer to or payment into a bank or giro account to be designated by the Supplier, at the option of the Supplier, always within 14 days of the invoice date. The Supplier is entitled to invoice electronically, with which the Buyer already agrees for that time. Paragraph 2: Set-off or other forms of set-off 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, in its opinion, sufficient advance payment or security for the fulfillment of the payment obligations from the Customer, 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, all this without prejudice to the right of the Supplier to claim compensation for damage due to late or non-performance of the Agreement. Paragraph 4: If the Buyer has not paid the amount owed by it under the Agreement within the agreed term, it is in default by operation of law and the Supplier has the right to charge interest from the due date of the unpaid invoice or invoices without any notice of default being required. to be charged in the amount of 2% above statutory commercial interest with a minimum interest rate of 12% per year on the invoice amount, without prejudice to all other rights accruing to the Supplier. Paragraph 5: All judicial and extrajudicial costs to be incurred by the Supplier to collect the invoice amount, always including the fees of the third parties engaged by the Supplier, will be borne by the Buyer. For the extrajudicial costs, the Customer owes at least 10% of the principal sum, with an absolute minimum of € 250. Paragraph 6: If the Customer is in default with regard to its obligations under the Agreement or these general terms and conditions, from that moment on all payment is due. 

obligations of the Buyer to the Supplier, regardless of whether or not invoiced has already been invoiced, immediately due and payable.

Article 12

Intellectual and Industrial Property Rights. Confidentiality. Paragraph 1: All intellectual and industrial property rights (including trademark rights, design rights and patents) to all designs, drawings, models, samples and examples made available or developed under the Agreement (hereinafter: “the Information”) are exclusively vested in the Supplier, unless explicitly 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 observe confidentiality with regard to all Information, Specifications, all company information and know-how concerning and originating from the Supplier made available to the Customer for the performance of the Agreement. Upon request, the Customer must immediately transfer the confidential information as well as all copies or other multiplications thereof to the Supplier.

Article 13

Infringement of third party rights. Paragraph 1: If it is irrevocably established by a competent court in legal proceedings against the Supplier that a Product supplied by the Supplier infringes a right of intellectual or industrial property of a third party, the Supplier shall, at its option, replace the relevant item with a Product that is not infringes the relevant right, attempt to acquire a right of use in this respect or refund the Customer the price paid for that Product, less reasonable depreciation. Paragraph 2: In the event of replacement or reimbursement, the Supplier is entitled to attach the condition of the return of the originally delivered Products to this. Paragraph 3: With regard to any infringement of the rights of third parties, the Supplier has no obligation other than the replacement, acquisition or repayment obligation stated in the first paragraph. Paragraph 4: In the event that an Order is executed according to design, drawings, recipe, Specifications or instructions, provided by or on behalf of the Customer, or if use is made of goods to be provided by or on behalf of the Customer, the Customer cannot claim the above in this article. and the Buyer indemnifies the Supplier against all claims related to alleged infringements of intellectual or industrial property rights of third parties.

Article 14

Liability. Paragraph 1: The Supplier only accepts liability if: - the damage is a direct result of intent or gross negligence on the part of the Supplier or managerial employees of the Supplier; - 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 offer the safety that can be expected, taking all circumstances into account. Paragraph 2: The Supplier accepts no liability whatsoever for the incorrect placement of the company logo and / or company name on the Client's goods, other operations on the Client's goods and / or delivery of Products, if and insofar as the Defect is the result of inaccuracy, or imperfections in the design provided by the Buyer 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 separately stipulated price for the relevant Products (excluding VAT). Paragraph 4: For the damage described above, the Supplier in any case accepts no liability for that damage in respect of which its insurer does not pay out (on 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 that direct or indirect damage for which it has expressly accepted liability in these Terms and Conditions. Paragraph 6: The Buyer 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 Buyer 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 exclusively and solely 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 is never liable for any damage whatsoever. Paragraph 8: Unless explicitly agreed otherwise in writing, all legal claims based on the Ove will lapse 

agreement and these general terms and conditions by the lapse of one year after the delivery date.

Article 15

Return of rented and loaned items. Paragraph 1: If the Supplier has rented and / or lent goods to the Buyer during the performance of the Agreement, whether or not in return for payment, the Buyer is obliged to return these goods immediately after termination of the Agreement, for whatever reason, in their original condition, free from defects and fully returnable. The aforementioned term is to be regarded as a deadline. Paragraph 2: If, for whatever reason, the Buyer 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 Buyer, without prejudice to all other claims. Supplier's rights.

Article 16

Dissolution. Paragraph 1: If the Buyer does not, not timely or not properly fulfill one of its obligations towards the Supplier, applies for a moratorium, becomes bankrupt or terminates its business, in the event of a legal merger or if a substantial part of the control when the Buyer 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 or part of all Agreements concluded with the Buyer by means of a written statement and Supplier is entitled to compensation for all direct, indirect and consequential damage, including loss of profit, without prejudice to other rights to which it is legally entitled. Paragraph 2: If, even after a written reminder to that effect, the Supplier does not, not timely or not properly fulfill its obligations, the Buyer may dissolve the Agreement for 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 with regard to retention of title explicitly remains in force.

Article 17

Processing Personal Data. Paragraph 1: If the Customer makes personal data available to the Supplier that is necessary for the performance of the agreement, the Customer remains responsible for the data processing as referred to in Article 1 under d of the Personal Data Protection Act. Paragraph 2: Supplier will take the necessary technical and organizational measures to protect the processing of personal data against loss or unlawful processing. In 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 the instructions of the Customer. Paragraph 3: After completion of the agreement, on behalf of the Buyer, the Supplier will destroy the personal data that the Supplier has obtained in the context of the performance of the agreement, unless the Buyer disputes the services provided.

Article 18

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 International Sales Agreements (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 performance of the Agreement can be jointly submitted by the Supplier and the Customer to the PPP Disputes Committee, which will issue a binding advice for the parties. Paragraph 3: All disputes arising between the Supplier and the Customer about the performance of the Agreement will, unless the dispute has already been decided by the PPP Disputes Committee, exclusively be settled by the competent court.

Article 19

Other provisions. Paragraph 1: These general terms and conditions are available in the Dutch language. Paragraph 2: These general terms and conditions can be changed by the Supplier (at least by the Promotional Products Platform). Changes will be communicated to the Customer by the Supplier in writing and will take effect thirty (30) days after the announcement, unless a different date is indicated in the announcement. The customer now already agrees with the content and applicability of the then amended general terms and conditions from the moment of the entry into force indicated in the announcement. Paragraph 3: If a provision of the Agreement or these general terms and conditions proves to be invalid 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 substitute a provision that approaches the purpose and scope of the invalid / voided or unenforceable provision as closely as possible.