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Article 1: Definitions
In these delivery conditions the following terms have the following meanings:
a. Client: the natural or legal person who has instructed the supplier to manufacture goods or to perform work;
b. Supplier: the natural or legal person who has accepted the order as referred to under a or who has submitted a quotation or offer prior to a possible order;
c. Information carriers: magnetic tapes and disks, optical disks and all other means intended for recording, editing, transmitting or reproducing or publishing texts, images or other data with the aid of equipment, all this in the broadest sense of the word ;
d. Koninklijke KVGO: Royal Association of Graphic Enterprises, established in Amstelveen.
Article 2: General
1. These delivery conditions apply to the formation, content and performance of all agreements concluded between the client and the supplier.
2. General (purchase) conditions of the client only apply if it has been explicitly agreed in writing that they will apply to the agreement between the parties to the exclusion of these delivery conditions.
Article 3: Quotations, offers
1. The mere issue of a quotation, estimate, cost estimate or similar statement, whether or not indicated with a quotation, does not oblige the supplier to conclude an agreement with the client.
2. Offers from the supplier are always without obligation and can only be accepted without deviations. An offer is in any case deemed to have been rejected if it is not accepted within one month. An offer is understood to mean a proposal to enter into an agreement made to the supplier, which has been determined in such a way that an agreement is immediately created by its acceptance.
Article 4: Cancellation
1. The client is entitled to cancel an agreement before the supplier has commenced the performance of the agreement, provided that he compensates the damage caused by this for the supplier. This damage includes the losses suffered and lost profits by the supplier and in any case the costs that the supplier has already incurred in preparation, including those of reserved production capacity, purchased materials, services invoked and storage.
2. Cancellation of contracts for the production of periodical publications as referred to in paragraphs 2 and 3 of article 14 is not possible.
Article 5: Price
1. All prices quoted are exclusive of sales tax (VAT) and other levies imposed by the government.
2. The price quoted by the supplier for the performance to be performed by him applies exclusively to the performance in accordance with the agreed specifications.
3. In the case of composite offers, there is no obligation to deliver part of the total performance for the amount stated in the offer for this part or for a proportional part of the price stated for the whole.
4. If no price has been agreed between the parties, but the parties have concluded one or more agreements with the same or virtually the same content in the year prior to the agreement, the price will be calculated on the basis of the production methods used and the calculation rates applied.
5. If, outside the application of the provisions of the previous paragraph of this article, no price has been agreed between the parties, if a price has only been issued by way of estimate or if the agreed price can be changed pursuant to these general terms and conditions, the price or the change will be determined at an amount considered reasonable in the printing industry.
Article 6: Price changes
1. The supplier is entitled to increase the agreed price if one or more of the following circumstances occur after the conclusion of the agreement: increase in the costs of materials, semi-finished products or services required for the performance of the agreement, increase in shipping costs, wages, employer's social insurance contributions, the costs associated with other employment conditions, the introduction of new and an increase in existing government taxes on raw materials, energy or residues, a significant change in currency relations or, in general, circumstances related to this are comparable. 2. Extra laborious text, unclear copy, unclear sketches, drawings or models, inadequate information carriers, inadequate computer software or data files, inadequate manner of delivery of the materials or products to be supplied by the client and all similar deliveries by the client that the supplier provides. require more work or costs than could reasonably be expected when entering into the agreement, are grounds for increasing the agreed price. Extraordinary or reasonably unforeseeable processing difficulties arising from the nature of the materials and products to be processed are also grounds for increasing the agreed price.
3. The supplier is entitled to increase the agreed price or be obliged to lower the price if the client makes changes to the originally agreed specifications, including author's corrections or changed instructions after receipt of working drawings, models and typesetting, printing and other taste. The supplier will cooperate within reasonable limits on these changes, if the content of the performance to be performed by him does not deviate substantially from the originally agreed performance.
Article 7: Payment term
1. Unless otherwise agreed, the client must pay the price and the other amounts owed under the agreement within 14 days of the invoice date, without being able to invoke any discount, set-off or suspension. Payment must, however, be made in cash on delivery if the client is a natural person who is not acting in the exercise of a profession or business. In the event of late payment as referred to above, the client is in default without notice of default being required by the supplier.
2. In the event of an agreed delivery in parts, after delivery of the first part, the supplier is entitled, in addition to the payment of this part, to request payment for the costs incurred for the entire delivery, such as those of typesetting, lithographs and proofs.
3. The client is at all times and regardless of the agreed payment conditions, obliged to provide security at the supplier's first request for the payment of the amounts to be paid to the supplier under the agreement. The security offered must be such that the claim with any interest and costs accruing thereon is properly covered and that the supplier will be able to recover from it without difficulty. Any security that has subsequently become insufficient will have to be supplemented to sufficient security at the supplier's first request.
4. If the client does not pay on time as referred to in paragraph 1 of this article, due to the delay in payment of the amount owed by him from the invoice date on this amount, the statutory commercial interest, or if applicable, the statutory interest, is due. The supplier is entitled to charge one twelfth of this interest for each month or part of a month in which the client has not fully complied with his obligation to pay.
5. In the event of late payment as referred to in paragraph 1 of this article, the client is, in addition to the amount due and the interest thereon, obliged to pay full compensation for both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies. . The extrajudicial costs are set at at least 15% of the principal sum plus interest, with a minimum of € 100.00.
Article 8: Delivery method; retention of title
1. Unless otherwise agreed, delivery takes place at the place where the supplier carries on his business.
2. The supplier is not obliged to deliver the manufactured goods in parts.
3. The client is obliged to cooperate fully with the delivery of the goods to be delivered by the supplier by virtue of the agreement. The client will also be in default without having been required to do so if he does not collect the goods to be delivered from the supplier after first request or, if delivery to his address has been agreed, refuses to take receipt of the goods to be delivered. .
4. Each delivery of goods by the supplier to the client takes place subject to the ownership thereof until the client has paid all that he is obliged to do under any agreement, including interest and costs.
5. If transport of the goods to be delivered has been agreed, this will be at the expense of the client, unless carriage paid delivery has been agreed. The client always bears the risk during transport. Transport also includes transmission of data by means of the telephone network and any comparable transmission using any technical means. The acceptance of goods from the supplier by the carrier serves as proof that they were in good external condition, unless the contrary is apparent from the consignment note or the receipt.
6. The supplier is not charged with the storage of the goods to be delivered, unless this has been expressly agreed. If storage takes place, this will be at the expense and risk of the client.
Article 9: Term of delivery
1. Unless it is explicitly stated in writing that it concerns a deadline, a delivery period stated by the supplier is only indicative. Even in the event of an agreed deadline, the supplier is only in default after the client has given him notice of default.
2. The supplier's commitment to an agreed deadline for delivery lapses if the client wishes to change the specifications of the work or does not comply with the provisions of paragraph 1 of article 12 of these conditions, unless the minor significance of the change or minor delay does not reasonably require the supplier to change the initial deployment of production capacity planned by him in time.
3. In the performance of the agreement by the supplier, the client is obliged to do all that is reasonably necessary or desirable to enable the supplier to deliver on time, in particular by answering questions from the supplier without delay. , the prevention of defective deliveries as referred to in paragraph 2 of article 6 and by observing the provisions of paragraph 1 of article 12 and paragraphs 1 and 2 of article 18 of these delivery conditions.
4. In the event of non-compliance by the client with the provisions of the previous paragraph of this article and the provisions of paragraph 3 of article 7, an agreed deadline for delivery is no longer binding and the client is in default without written notice of default by the client. supplier is required. The supplier is then, without prejudice to his rights under the law, authorized to suspend performance of the agreement until the client has rectified this failure. After that, the supplier will still execute the agreement within a reasonable period of time.
Article 10: Inspection upon delivery
1. The client is obliged to investigate with all due speed after delivery whether the supplier has properly complied with the agreement and is furthermore obliged to inform the supplier immediately in writing as soon as the contrary appears to him. The client must make the aforementioned investigation and the relevant notification within 14 days after delivery at the latest.
2. The supplier is always entitled to substitute a new proper performance for a previous faulty performance, unless the default cannot be remedied.
3. The performance of the agreement between the parties is considered to be sound if the client has failed to make the investigation or notification referred to in paragraph 1 of this article in a timely manner.
4. If, according to standards of reasonableness and fairness, the period of 14 days referred to in the first paragraph of this article must also be regarded as unacceptably short for a careful and alert client, this period will be extended until no later than the first moment at which the investigation or notifying the supplier is reasonably possible for the client.
5. The performance of the supplier shall in any case be regarded as sound between the parties, if the client has taken the delivered or part of the delivered into use, modified or processed it, delivered it to third parties, or had it put into use, respectively. have them processed or processed or delivered to third parties, unless the client has observed the provisions of the first paragraph of this article.
Article 11: Content and amendment of the agreement
The client bears the risk of misunderstandings with regard to the content and implementation of the agreement if these are caused by the supplier's failure to receive, incorrect, timely or incomplete specifications or other communications made verbally or by a designated by the client. person or transmitted by any technical means such as telephone, fax and similar transmission media. Article 12: Typesetting, printing or other proofs
1. The client is obliged to carefully examine the typesetting, printing or other proofs received from the supplier at his request for errors and defects and to return these corrected or approved to the supplier with due speed.
2. Approval of the proofs by the client is regarded as an acknowledgment that the supplier has correctly carried out the work preceding the proofs.
3. The supplier is not liable for deviations, errors and defects that have gone unnoticed in tests approved or corrected by the client.
4. Each proof produced at the request of the client will be charged in addition to the agreed price, unless it has been explicitly agreed that the costs of these proofs are included in the price.
Article 13: Deviations
1. Deviations between the work delivered on the one hand and the original design, drawing, copy or model or the typesetting, printing or other proof on the other, cannot constitute grounds for rejection, discount, dissolution of the agreement or compensation, if they are of little significance.
2. When assessing whether or not deviations in the total of the work should be regarded as minor, a representative sample of the work is taken into account, unless it concerns individually determined items.
3. Deviations which, taking all circumstances into account, reasonably have no or a minor influence on the utility value of the work, are always considered to be deviations of minor importance.
4. More or less deliveries compared to the agreed number are permitted if they do not amount to more or less than the following percentages: - circulation up to 20,000 units: 10% - circulation of 20,000 and more: 5% With regard to more or less deliveries However, a percentage of 10% is always permitted for packaging printing, labels and continuous forms. The more or less delivered number will be charged or settled respectively.
5. With regard to the quality and grammage of paper and cardboard, minor deviations are considered to be deviations permitted under the tolerance standards stated in the General Terms and Conditions of Delivery of the Association of Paper Wholesalers. The relevant conditions are available for inspection at the supplier. The supplier will send the client a copy of these terms and conditions free of charge upon request.
6. Deviations in the other materials and semi-finished products used by the supplier that are permitted in accordance with the general terms and conditions of sale pertaining to the delivery of these materials and semi-manufactured products, will be regarded as deviations of minor importance. The relevant conditions are available for inspection at the supplier. The supplier will send the client a copy of these terms and conditions free of charge upon request.
Article 14: Duration agreements; periodic expenses
1. An agreement for the production of a periodic publication applies, unless explicitly agreed otherwise in writing, for an indefinite period of time and can only be terminated by giving notice with due observance of a notice period. This notice period is one year if it concerns a periodic publication that appears four times a year or more often and 6 months if it concerns a periodic publication that appears less often.
2. A periodic publication as referred to in paragraph 1 of this article means a publication that appears regularly.
3. Production within the meaning of the first paragraph of this article also includes the production of semi-finished products or auxiliary materials such as separate sections, lithographs and typesetting, as well as work to finish and to distribute the publication.
4. An agreement as referred to in this article can only be terminated by means of a registered letter or letter sent with acknowledgment of receipt.
5. The provisions of this article can only be deviated from by written agreement.
Article 15: Copyright etc.
1. The client guarantees the supplier that through the fulfillment of the agreement and in particular through the reproduction or publication of the goods received from the client, such as copy, type, models, drawings, photographic recordings, lithographs, films, information carriers, computer software, data files, etc. no infringement is made of rights that third parties can assert under the Copyright Act 1912 or other national, supranational or international regulations in the field of copyright or industrial property law or the law with regard to the unlawful deed. The client indemnifies the supplier both in and out of court against all claims that third parties may enforce by virtue of the aforementioned law or regulations.
2. If reasonable doubt arises or continues to exist with regard to the correctness of the rights claimed by third parties as referred to in paragraph 1 of this article, the supplier is authorized but not obliged to suspend the fulfillment of the agreement until such time as in court. it is irrevocably established that the supplier does not infringe these rights by fulfilling the agreement. After that, the supplier will still execute the order within a reasonable period of time.
3. Unless explicitly agreed otherwise in writing, the supplier always remains the owner of the copyright that may arise on the works produced by him in the performance of the agreement, such as copy, type, design drawings, models, working and detailed drawings, information carriers, computer software. , data files, photographic recordings, lithographs, films and similar production and auxiliary materials, even if the relevant activities are stated as a separate item in the offer or on the invoice.
4. The goods to be delivered or delivered by the supplier in accordance with his design, such as copy, typesetting, design drawings, models, working and detail drawings, information carriers, computer software, data files, photographic recordings, lithographs, films and similar production and auxiliary materials, nor Part thereof that forms part of that design, may not be reproduced in the context of any production process without his written permission, even if or insofar as the design does not have any copyright or other legal protection for the supplier.
5. After delivery by the supplier, the client obtains the non-exclusive right to use the works within the meaning of the 1912 Copyright Act or of works within the meaning of paragraph 4 of this article produced by the supplier under the agreement. The aforementioned right of use is limited to the right of normal use of the delivered goods and in particular does not include the use to reproduce these goods in the context of any production process.
Article 16: Ownership of means of production etc.
1. All goods manufactured by the supplier, such as means of production, semi-finished products and aids, and in particular typesetting, design drawings, models, working and detail drawings, information carriers, computer software, data files, photographic recordings, lithographs, clichés, films, micro and macro montages, printing plates, screen printing molds, gravure cylinders, styes, cutting dies and molds, (foil) embossing molds, stamping plates and peripherals remain the property of the supplier, even if these are stated as a separate item on the quotation, in the offer or the invoice.
2. The supplier is not obliged to hand over the goods referred to in paragraph 1 to the client.
3. The supplier is not obliged to keep the goods referred to in the first paragraph of this article for the client. If the supplier and the client agree that these items will be kept by the supplier, this will be for a maximum period of one year and without the supplier guaranteeing their suitability for repeated use.
Article 17: Property of the client, right of pledge
1. The supplier will keep the goods entrusted to him by the client in the context of the fulfillment of the agreement with the care of a good custodian.
2. Without prejudice to the provisions of the previous paragraph of this article, the client bears all risks with regard to the items referred to in paragraph 1 during the storage. If desired, the client must take out insurance for this risk himself.
3. The client is obliged to ensure that a duplicate of these items is made prior to the provision to the supplier of copy, a drawing, design, photographic recording or information carrier. The client must keep these in his possession in the event that the goods delivered are lost by the supplier during storage or become unusable due to damage. In that case, the client must provide the supplier with a new copy on request against payment of material costs.
4. The client grants the supplier a right of pledge on all goods that are brought under the control of the supplier by him in the context of the fulfillment of the agreement with the supplier, this as additional security for all that the client, in whatever capacity and from which may also be owed to the supplier, including non-due and contingent debts.
Article 18: Materials and products supplied by the client
1. If the client has agreed with the supplier that the client will deliver material or products for printing or processing, he must arrange for this delivery in a manner that is considered timely and sound for normal planned production. The client will request instructions from the supplier to this end.
2. In addition to the material or the products required for the agreed performance, the client is also obliged to supply a reasonable quantity for proofs, waste, etc. for the operation in question. The client will request a statement from the supplier for this purpose. The client guarantees that the supplier will receive a sufficient quantity. The acknowledgment of receipt of the material or products by the supplier does not constitute an acknowledgment that a sufficient quantity or the quantity stated on the transport documents has been received.
3. The supplier is not obliged to check the suitability of the goods received from the client prior to printing or processing. 4. The supplier cannot be held liable for failure to comply with the agreement if this is caused by extraordinary or reasonably unforeseeable processing difficulties for the supplier arising from the nature of the materials or products supplied by the client, nor if this is a result of discrepancies between the sample initially shown to the supplier and the materials or products subsequently supplied by the client for the print run.
5. The supplier does not guarantee properties such as durability, adhesion, gloss, color, light or color fastness or wear resistance if the client has not stated the properties and nature of the materials supplied by him at the latest when entering into the agreement. or products and has not provided reliable information about the applied pre-treatments and the applied surface treatments.
6. Unless explicitly agreed otherwise, the supplier cannot be held liable for the release, adhesion, smudging, change of gloss or color, nor for damage to material received from the client and to be printed or processed by him. products if they have undergone a pre-treatment such as by applying lacquer, varnish or anti-stain powder.
7. The client is obliged to point out to the supplier special difficulties or health risks during the printing or processing of the materials and products supplied by him.
8. The supplier is entitled to dispose of the residues such as cutting waste etc. of the materials and products supplied by the client as if they were his property. At the request of the supplier, the client is obliged to collect the unused materials and products as well as the aforementioned residues from the supplier.
Article 19: Force majeure
1. Shortcomings on the part of the supplier in the performance of the agreement cannot be attributed to him if they are not due to his fault, nor are they for his account by law, the agreement or generally accepted standards.
2. Shortcomings of the supplier in the fulfillment of the agreement as a result of war, mobilization, riots, flooding, closed shipping, other disruptions in transport, stagnation in, respectively limitation or discontinuation of the supply by public utilities, lack of gas, petroleum products or other means of power generation, fire, machine breakdown and other accidents, strikes, lockouts, trade union actions, export restrictions, other government measures, non-supply of necessary materials and semi-finished products by third parties, intent or gross negligence on the part of auxiliary persons and other similar circumstances. regarded as not attributable to the supplier and do not entitle the client to terminate the agreement or to pay compensation.
Article 20: Liability
1. The liability of the supplier under the agreement with the client is limited to such an amount as is proportionate to the agreed price according to standards of reasonableness and fairness.
2. The supplier is not liable for damage of any nature whatsoever that arises because or after the client has taken the manufactured goods into use, modified or processed them, delivered them to third parties, or had them put into use, or had them processed or process or have delivered to third parties.
3. The supplier is furthermore not liable for damage in the form of loss of turnover or reduced goodwill in the business or profession of the client.
4. The supplier is also not liable for damage to material or products received from the client and to be printed, processed or processed by the supplier, if the client has not provided the supplier with a statement of has provided the properties and nature of these materials or products and reliable information about the applied pre-treatments and the applied surface treatments.
5. If the supplier is held liable by a third party with regard to any damage for which he is not liable under the agreement with the client or these terms of delivery, the client will fully indemnify him in this respect and compensate the supplier for everything he serves to this third party. comply.
Article 21: Applicable law
The agreement between the supplier and the client is governed by Dutch law.
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