General terms and conditions

Filed with Amsterdam Chamber of Commerce 34784861

Download the General terms and conditions as a pdf document

1. Scope and definitions

1.1 These General Terms and Conditions are applicable to all offers, price quotations and/or contracts by which the Supplier supplies goods and/or services of any kind whatsoever to the Client, also if these goods or services are not (further) specified in these General Terms and Conditions. Any variations from these General Terms and Conditions will only be valid if they have been explicitly agreed in writing.

1.2 In these General Terms and Conditions, the following terms have the following meanings:

– Supplier: Brandvisid B.V.;

– Client: the buyer / principal or any other party that enters or wishes to enter into a contract with Brandvisid B.V.

1.3 All price quotations are without obligation and are valid for one month. Price quotations can be subject to change due to an unforeseen change in the work activities. Prices are exclusive of VAT. The stated rates and offers do not automatically apply for future assignments. The Client guarantees that the information that has been provided to the Supplier by or on behalf of the Client, on the basis of which the Supplier produces the price quotation, is correct and complete.

1.4 General (purchase) conditions of the Client are only applicable if it has explicitly been agreed in writing that they will be applicable to the contract between the parties, with the exclusion of these General Terms and Conditions.

1.5 If any clause of these General Terms and Conditions is void or voided, the other clauses of these General Terms and Conditions will remain fully in effect and the Supplier and the Client will consult with each other to agree new clauses to replace the void or voided ones. In doing so, the purpose and meaning of the void or voided clause will be taken into account as far as possible.

2. The contract

2.1 The contract between the Supplier and the Client will only have binding effect on the Supplier after the Supplier has confirmed it in writing.

2.2 In the case of a verbal agreement, the contents of the price quotation will, barring proof to the contrary being provided by the Client, be deemed a correct and complete representation of what has been agreed between the parties, unless the Client gave notice in writing within 10 days after the date of the price quotation that its contents differ from the agreement.

2.3 The Supplier will endeavour to execute the contract with due care, to promote the Client’s interests to the best of its knowledge and to strive for a result that is useful for the Client, such as can and may be expected of a supplier acting reasonably and professionally. Whenever necessary, the Supplier will inform the Client about the progress of the work activities.

2.4 The Client will do everything that is reasonably necessary or desirable to enable the Supplier to perform the supply on time and correctly, such as punctually providing (or arranging the clause of) complete, proper and clear information or materials that the Supplier states, or the Client understands or should reasonably understand, to be necessary for executing the contract.

2.5 A time period stated by the Supplier for executing the contract is purely indicative, unless otherwise agreed in writing, and can never be regarded as a strict deadline.

2.6 Unless otherwise agreed, the contract does not include:

a. conducting tests and evaluating whether instructions given by the Client comply with legal criteria or quality standards;

b. investigating the existence of rights, including patent rights, trade mark rights, design or model rights, copyrights or portrait rights, of third parties.

2.7 The Client will give the Supplier the opportunity to check the file supplied by the Client, which is necessary for executing the contract. The Supplier will and can only proceed to execute the contract after the file has been checked and approved.

2.8 Non-conformances in the (end) result compared with what was agreed in the contract do not constitute a reason for rejection, price reduction, compensation for damage or setting aside the contract if these non-conformances, taking all the circumstances into account, can reasonably be deemed to have minor importance.

3. Engaging third parties

3.1 When executing the contract, the Supplier is free to purchase goods or services from third parties. In such cases, Supplier will discuss with Client which other third parties will be engaged and which activities will be assigned to them.

3.2 If the Supplier produces an estimate for costs of third parties, at the Client’s request, this estimate is indicative. If the Client so wishes, the Supplier can request price quotations on behalf of the Client.

3.3 If the Supplier purchases goods or services from third parties when executing the contract, after which these goods or services are passed on to the Client, the clauses of the third-party’s general terms and conditions and/or separate agreements with the third-party regarding the warranty and liability also apply in relation to the Client.

3.4 The Supplier is not liable for errors or deficiencies in products or services of third parties engaged by or on behalf of the Client, regardless of whether the third parties were introduced by the Supplier.

4. Risk

4.1 The risk of loss or damage of the goods that are subject of the contract will transfer to the Client at the moment when the goods are placed in the actual possession of the Client or a servant or agent used by the Client.

5. Claims

5.1 The Client is obliged to inspect the goods immediately upon receiving them. Any visible defects, errors, imperfections or deficiencies must be reported to the Supplier no later than 1 week after receipt of the goods, followed by a written confirmation thereof to the Supplier.

5.2 Claims regarding invoices from the Supplier must be reported in writing to the Supplier within 1 week after the invoice date.

5.3 Complaints regarding the work activities performed by the Supplier must be reported to the Supplier no later than 10 working days after these work activities have been performed, followed by a written confirmation thereof.

5.4 If the above-mentioned claims or complaints have not been notified to the Supplier within the mentioned time limits, the goods or documents will be deemed to have been received in good condition and to have been supplied in conformity with the contract, or the work activities will be deemed to have been performed in conformity with the contract, or the Client will be deemed to have approved the invoice.

5.5 No claims are possible regarding non-conformances in terms of quality, quantity, dimensions, colours, finish, finished measurements and suchlike that are deemed permissible in the sector or are technically unavoidable.

5.6 Claims or complaints do not suspend the Client’s obligation to pay.

5.7 The Client must make it possible for the Supplier to investigate the complaint. If the investigation of the complaint requires that the goods are returned or requires that the Supplier is given the opportunity to investigate the complaint on-the-spot, this will only take place at the expense and risk of the Supplier if the latter has expressed its explicit, written consent to this in advance.

5.8 If the goods have changed in nature and/or composition after delivery, or have been entirely or partly treated or processed, all rights of claim will lapse.

6. Price and price changes

6.1 All prices charged by the Supplier are exclusive of turnover tax (VAT) and other government levies.

6.2 If the Supplier is compelled to perform additional or different work activities due to failure to provide or to punctually provide complete, proper and clear information / materials, due to a changed or incorrect assignment or briefing, or due to external circumstances, these work activities will be remunerated separately, on the basis of the Supplier’s usual rates. The Supplier will inform the Client about this in advance, unless circumstances make this impossible or the nature of the work activities means that they cannot be delayed.

6.3 If the execution of the contract is delayed or interrupted due to circumstances that cannot be imputed to the Supplier, the Client is obliged to reimburse any costs that this may entail. The Supplier will try to limit the costs as much as possible.

6.4 The Supplier is in all cases entitled to change the agreed prices and rates by means of a written notification to the Client for activities that will be supplied at a later time than the previously agreed date.

6.5 If the Client does not wish to agree to a change of prices and rates notified by the Supplier, as referred to in Articles 6.2 and 6.4, the Client is entitled to give notice in writing, within two working days after the notification referred to in those Articles, that the contract will be terminated from the date stated in the Supplier’s notification on which the change of price or fee rate would come into effect, or to cancel the contract.

7. Payment, suspension, offset and retention of title

7.1 All payments must be made within 30 days after the invoice date, unless otherwise agreed in writing or the invoice states otherwise.

7.2 Offset and/or suspension by the Client is explicitly excluded, unless the Supplier has explicitly given its permission for this.

7.3 The Supplier retains the title to all goods supplied to the Client in the context of the contract until all the amounts payable by the Client to the Supplier by reason of the contract concluded between the parties have been made in full to the Supplier.

7.4 If the Client does not pay on time, it is immediately in default, without further notice of default being required. In that case, the Supplier is entitled to proceed to collect the amount owed to it, without further notice of default.

7.5 In the event of failure to pay on time, the Supplier has the right to indefinitely suspend performance of the contract.

7.6 If the Client is in default with some or all of the payment of the owed amounts, the Client must pay statutory commercial interest and extrajudicial collection costs. The extrajudicial collection costs are at least 15% of the invoice amount with a minimum of € 150.- excl. VAT.

7.7 The Supplier is responsible for punctual invoicing. In consultation with the Client, the Supplier can invoice for the agreed fee and costs in advance, in the interim or periodically.

8. Termination and setting aside of the contract

8.1 Both the Supplier and the Client have the right to prematurely terminate the contract. If the Client terminates the contract, it must pay the full contracted price minus the costs that the Supplier will reasonably no longer have to incur.

8.2 Both the Supplier and the Client have the right to immediately terminate the contract in the event of the other party’s bankruptcy or suspension of payments. In the event of the Client’s bankruptcy, the Supplier has the right to terminate the contract unless the consequences of this would be contrary to the principles of reasonableness and fairness.

9. Liability and indemnification

9.1 The Supplier is not liable for:

– Faults in the materials provided by the Client

– Misunderstandings or errors regarding the execution of the contract if their reason or cause lies in actions of the Client, such as failure to provide or to punctually provide complete, proper and clear information / materials

– Faults in the result of the contract, if the Client has given its approval, or was given the opportunity to conduct an inspection and indicated that it had no need to conduct such an inspection

9.2 Liability of the Supplier for indirect loss or damage, including consequential loss, lost profit, lost savings, damaged or lost information or materials, or loss due to business interruption, is excluded.

9.3 Except in the case of intentional act or gross negligence of the Supplier, the Supplier’s liability for damage arising from a contract or from an unlawful act committed in relation to the Client is limited to an amount that is in reasonable proportion to the size of the contract, on the understanding that this amount will not be higher than the fee connected with the contract and not higher than the amount that has actually been paid to the Supplier.

9.4 The Client indemnifies the Supplier against claims relating to intellectual property rights on all the materials and/or information provided by the Client, which are used in executing the contract.

9.5 The Supplier is not liable for damage of any kind whatsoever that arises, following delivery of the produced goods after the Client has put them into use, has treated or processed them or has supplied them to third parties, or has caused them to be put into use, to be treated or processed, or to be supplied to third parties.

10. Other clauses

10.1 If the Client wishes to simultaneously grant a similar contract to parties other than the Supplier or has already previously granted the contract to another party, the Client will inform the Supplier of this, stating the names of these other parties.

10.2 The Client is not permitted to transfer to third parties any right arising from a contract concluded with the Supplier, except in the case of transfer of its entire business or with the written permission of the Supplier.

10.3 The parties are obliged to maintain secrecy of all confidential information, facts and circumstances that come to the other party’s knowledge in the context of the contract, from each other or from another source, the disclosure or communication to third parties of which can reasonably be understood to potentially cause damage to the Supplier or the Client. Third parties that are involved in the execution of the contract are obliged to observe the same confidential treatment with regard to these facts and circumstances originating from the other party.

10.4 The contract between the Supplier and the Client is governed by Dutch law. If a dispute arises, the parties will in the first instance attempt to resolve it by agreement between themselves. Disputes between the Supplier and the Client will be resolved by the competent district court judge in the Supplier’s district.

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