General terms and conditions Riké Group B.V.
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Article 1 Definitions
- Paragraph 1: In these general conditions, the following definitions shall apply: 1: consultant or supplier: Riké Group B.V. 2: client or client: the person who has a contractual (PR) relationship with the supplier.
- Paragraph 2: Where these general terms and conditions refer to "goods", this shall include both the goods to be supplied by the supplier and the services to be provided by him, including advice and creative expressions.
- Paragraph 3: Where these general terms and conditions, or any agreement concluded between the supplier and the client, refer to an internationally defined clause (e.g. C.O.D., ex-works, C.I.F. etc.), such clause shall be understood within the meaning of the Incoterms 1990 published by the International Chamber of Commerce.
Article 2 Applicability
- Paragraph 1: These terms and conditions shall apply to all offers made by the supplier and to all agreements concluded by the supplier with the client, by whatever name. In particular, these conditions also apply to agreements entered into by us for the delivery of goods to buyers.
- Paragraph 2: Where these General Terms and Conditions refer to a "buyer", this shall mean any natural person or legal entity which has a contractual relationship with us by virtue of a purchase agreement entered into with us, or wishes to enter into any other type of agreement. In particular, "buyer" shall also mean the person on whose instructions and for whose account goods are delivered.
- Paragraph 3: Deviating clauses shall only be binding on the supplier after written approval on its part and only for the agreement to which the approval relates.
- Paragraph 4: The Supplier shall not accept any reference by the Customer to its own terms and conditions, unless this has been expressly agreed in writing - in each case separately. Any stipulation to the contrary in the buyer's terms and conditions shall not detract from the foregoing.
- Paragraph 5: Where these general terms and conditions refer to 'delivery (of goods)', this shall also include the performance of services and work of any nature whatsoever.
Article 3 Quotes
- Paragraph 1: All our offers in any form whatsoever shall not bind us in any way, unless the offer itself explicitly and unambiguously stipulates the contrary (in writing). The order given to us shall be considered an offer, which shall only be deemed to have been accepted by us after written confirmation on our part (the so-called order confirmation).
- Par. 2: If a non-binding offer is accepted, the supplier shall be entitled to revoke the offer within two days after receipt of the acceptance.
- Paragraph 3: Illustrations, catalogues, drawings and further information provided to or by the supplier are subject to change without prior notice and shall not bind the supplier.
Article 4 Prices
- Paragraph 1: The price or prices indicated in the offer shall be exclusive of VAT in Euros and shall be based on the cost-determining factors applicable at the time of the offer, such as exchange rates, manufacturer's prices, prices of raw materials and materials, wage and transport costs, insurance premiums, taxes, import duties and other government levies.
- Paragraph 2: The Supplier shall at all times be entitled to determine that certain articles shall only be delivered in certain minimum quantities.
- Paragraph 3: We reserve the right, if after the date on which the agreement was concluded, but before the day of delivery, increases occur in one or more of the cost factors, to charge these increases to the Buyer. Furthermore, we are entitled in such a case to declare the agreement wholly or partly dissolved without legal intervention being required. The latter right shall also accrue to the buyer, however, only if, within 3 months of concluding the contract, we take the view that changes in costs result in an increase in the price stated in the order confirmation. If the buyer exercises this right, he shall be required to invoke rescission by registered letter within 5 days of receiving the relevant communication from us.
Article 5 Cancellations
- Paragraph 1: If the buyer cancels the given order in full or in part, he shall be obliged to reimburse the supplier for all expenses reasonably incurred in view of the execution of this order (costs of preparation, orders placed with third parties, storage, commission, etc.), all without prejudice to the supplier's right to full compensation for loss of profit, as well as other losses resulting from the cancellation.
Article 6 Delivery of printed goods
- Paragraph 1: In the event that the supplier receives an order to deliver products especially processed or composed for the client, the client shall be obliged to deliver good quality, directly reproducible material.
- Paragraph 2: The supplier shall only be obliged to send a proof in advance for the client's approval if the client has stipulated this in writing before giving the order. In that case, the supplier undertakes to do so no later than five weeks after receipt of the order and
after receipt of the materials to be reproduced, to submit a proof to the Customer.
- Paragraph 3: All costs of printing or related work shall be charged separately and shall not be included in agreed prices unless expressly agreed otherwise.
Article 7 Consultancy work and product development
- Paragraph 1: The Consultant shall be obliged to represent the interests of the Client to the best of his knowledge and ability and to act in an advisory capacity if requested.
- Paragraph 2: The Consultant shall treat all information made available by the Client as strictly confidential, also after termination of the relationship. For his part, client is bound to maintain confidentiality with respect to all that becomes known to him with respect to adviser's company, its products and/or services.
- Paragraph 3:In case of product development, advice for promotional products to be applied, advice with regard to creative concepts, offers for extensive projects with printed or non-printed products, national or international market researches for specific products or product requests of non-specified products, the client owes - in all cases not providing for the delivery of specifically described goods - a fee in the amount of an hourly rate or fixed rate to be agreed upon beforehand between the parties.
Article 8 Deliveries and delivery time
- Paragraph 1: Stated delivery times shall never be considered deadlines, unless expressly agreed otherwise. In the event of late delivery, the supplier must therefore be given written notice of default.
- Paragraph 2: The delivery period shall commence on the latest of the following dates: A. the day of formation of the agreement, B. the day of receipt by the supplier of the documents, data, permits and the like necessary for the execution of the agreement, C. the day of receipt by the supplier of that which, according to the agreement, may have to be paid by the client in advance.
- Paragraph 3: If the delivery is prevented in whole or in part by force majeure, the supplier shall be entitled to suspend the delivery,- or to dissolve the agreement in whole or in part insofar as it has not been carried out, and to claim payment for the parts that have been carried out, all this without being obliged to pay any compensation to the client.
- Paragraph 4: In these general terms and conditions of sale and delivery, force majeure means every circumstance independent of the will of the supplier -even if it could already be foreseen at the time the agreement was concluded- which permanently or temporarily prevents fulfilment of theagreement permanently or temporarily, as well as, insofar as not already included therein, war, threat of war, civil war, riots, strikes, lock-outs, transport difficulties, fire and/or serious disruptions in the business of the supplier or its suppliers.
- Paragraph 5: The Supplier reserves the right to deliver and invoice a maximum of 10% more or less than the agreed quantity in case of products processed or composed especially for the Customer.
- Paragraph 6: The Supplier shall be allowed to send goods in parts, with each shipment being payable separately.
- Paragraph 7: Unless agreed otherwise in writing, and without prejudice to the above provisions on prices, the prices stated by the supplier shall be based on delivery ex factory, warehouse or other storage location, exclusive of turnover tax and insurance.
- Paragraph 8: Unless agreed otherwise in writing, delivery of goods shall be ex warehouse, in which case the goods shall be deemed to have been delivered by the supplier and accepted by the client as soon as the goods are presented to the client and/or as soon as the goods are loaded into or onto the means of transport.
- Paragraph 9: Unless otherwise agreed in writing, transport shall be at the risk and expense of the Customer, even if the carrier has expressly stipulated that all transport documents must state that all damage resulting from the transport shall be at the risk and expense of the sender.
- Paragraph 10: Unless agreed otherwise in writing, the supplier shall choose the method of transport and means of transport to the best of its knowledge, but without being liable for this choice. The transport costs shall be borne by the client.
- Paragraph 11: If the supplier makes samples available to the client, such samples cannot be returned.
- Paragraph 12: If the Supplier shows or provides a model, sample or example, this shall only be done by way of indication: the qualities of the items to be delivered may deviate from the sample, model or example. The provisions of Article 8 shall apply mutatis mutandis.
Article 9 Complaints.
- Paragraph 1: Complaints regarding externally visible defects must be submitted in writing within eight days of delivery of the goods, failing which the Supplier shall not be liable for any form of compensation.
- Paragraph 2: Complaints in respect of defects that are not externally visible must be submitted in writing within eight days after detection, up to three months after delivery of the goods, which period shall be regarded as an expiry period.
- Paragraph 3: Complaints regarding the amount of the invoices sent by the supplier must be reported in writing within eight days of the invoice date, which period shall be regarded as an expiry period.
- Paragraph 4: The provisions of the previous paragraphs shall only apply to the services, items and/or raw materials delivered by the supplier but obtained by the supplier from third parties, to the extent and to the extent to which the third-party supplier of those services, items and/or raw materials has provided the supplier with a guarantee.
given.
- Paragraph 5: Goods recognised by the supplier as faulty shall either be replaced by him or credited in purchase price to the exclusion of any other form of (additional) compensation obligation.
- Paragraph 6: Goods may only be returned with the written approval of the supplier, but such return shall be at the expense and risk of the customer and shall never imply any acknowledgement of liability.
Article 10 Retention of title.
- Paragraph 1: The supplier shall retain title to all goods it has delivered to the client until the purchase price for all such goods has been paid in full.
- Paragraph 2: If, within the framework of the agreement concluded with the Customer, the Supplier performs work for the Customer's benefit to be reimbursed by the Customer, the retention of title shall also apply until the Customer has also paid this claim of the Supplier in full.
- Paragraph 3: The retention of title shall also apply in respect of claims which the Supplier may obtain against the Customer due to the Customer's failure to fulfil one or more of his obligations towards the Supplier.
- Paragraph 4: As long as the ownership of the delivered goods has not been transferred to the Customer, the Customer may not pledge the goods or grant a third party any other right thereto other than in the ordinary course of business, whereby the Customer undertakes, in the event of a sale on credit, to stipulate a retention of title from his customers in accordance with the provisions of this article.
- Paragraph 5: The Customer undertakes not to assign or pledge to third parties any claims against his customers and furthermore undertakes to pledge such 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 on whatever account.
- Paragraph 6: If the client fails to fulfil his payment obligations towards the supplier or if the supplier has good reason to fear that he will fail to fulfil those obligations, the supplier shall be entitled to repossess the goods delivered under retention of title. After repossession, the buyer shall be credited for the market value, which shall in no case exceed the original purchase price less the costs of repossession.
- Paragraph 7: The buyer is obliged to insure the risk of fire and theft with regard to the unpaid goods and to prove this insurance at our request.
Article 11 Payment
- Paragraph 1: Unless agreed otherwise in writing and without prejudice to the provisions in the following paragraph, payments to the supplier must be made net within 14 days of the invoice date, which term shall be considered to be a strict deadline. If the Customer fails to take delivery of goods, this shall not affect the payment obligation.
- Paragraph 2: Unless expressly agreed otherwise, all payments, however made, of the Customer shall first be applied to reduce the costs, then to reduce the interest due and finally to reduce the principal amount of the unpaid invoices.
- Paragraph 3: Set-off or other forms of offsetting shall never be permitted without an express written agreement.
- Paragraph 4: The supplier shall at all times be entitled before delivering, or continuing with the delivery, to require sufficient advance payment or security for the fulfilment of the client's payment obligations, at its discretion, in which case the supplier shall be entitled to furtherWhereby the supplier is entitled to suspend further deliveries if the client does not comply with this 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-fulfilment of the agreement.or non-execution of the Agreement.
- Paragraph 5: If the client fails to pay within the agreed period, he shall be in default by operation of law and the supplier shall be entitled, without any notice of default being required, to charge him interest, as from the due date of the unpaid invoice or invoices, at the rate of 2% above the legal interest rate with a minimum interest rate of 12% per annum on the invoice amount.
- Paragraph 6: Collection costs, both judicial and extrajudicial, shall be borne by the Customer. The extrajudicial collection costs are set at 10% of the claim due with a minimum of € 250.
- Paragraph 7: If the Customer is in default, all Supplier's outstanding claims against the Customer shall be immediately due and payable as from that moment.
Article 12 Liability
- Paragraph 1: Except in the event of gross negligence or intent on the part of the management or managerial subordinates of the supplier, the supplier shall only be liable for costs, damage or interest incurred as a result of acts or omissions on the part of the aforementioned persons or other subordinates of the supplier or persons used by the supplier to execute the agreement, up to a maximum of the invoice value of the items delivered by the supplier in connection with which the damage occurred.
- Paragraph 2: Any liability of the supplier for trading losses or other indirect losses suffered by the client and/or third parties, regardless of the cause, is expressly excluded.
- Paragraph 3: If the Customer resells, delivers, pledges or otherwise, under whatever title, whether or not for no consideration and whether or not in use, resells, delivers, pledges or otherwise, goods in respect of which the Supplier has informed him of doubts as to their quality.not and whether or not in use, transfers or makes available to another party, the buyer is obliged to indemnify the supplier against all third-party claims for damage caused by or in connection with items delivered by the supplier to the other party.
- Paragraph 4: The buyer is not entitled to return the items in respect of which there is no justified claim. Should this nevertheless occur without valid reasons, all costs related to returning the goods shall be borne by the buyer. In that case, we shall be free to store the goods with third parties at the expense and risk of the buyer.
- Paragraph 5: The Buyer shall indemnify us for all claims that third parties may assert against us in connection with the execution of the agreement, in so far as the law does not prevent these claims resulting in damages and costs from being borne by the Buyer.
Article 13 Force majeure
- Force majeure is understood to mean any circumstance beyond our control that is of such a nature that fulfilment of the agreement cannot reasonably be required of us. (non-attributable failure to comply). Force majeure also includes: war, riots and hostilities of any kind, blockade, boycott, natural disasters, epidemics, lack of raw materials, hindrance and interruption of transport possibilities, disruptions in our company, import and export restrictions or bans, impediments caused by measures, laws or decisions of international, national and regional (government) bodies.If we are unable to fulfil our delivery obligation, properly or on time due to force majeure, we are entitled to regard the agreement or the part not yet fulfilled as dissolved, or to suspend it for a definite or indefinite period of time, at our discretion. In case of force majeure, the buyer cannot claim damages from us.
Article 14 Designs, models, etc.
- Paragraph 1: All drawings, sketches, diagrams, samples, models, tools etc. used by the supplier shall remain the mental and/or physical property of the supplier even if they are made available to the client and may therefore not be used for any other purpose, except with the prior written consent of the supplier.
written permission from the supplier, may not be used for any purpose other than performance of the agreement between the supplier and the client.
- Paragraph 2: The Customer shall indemnify the Supplier against third-party claims regarding intellectual property rights relating to the goods referred to in the preceding paragraph originating from the Customer.
Article 15 Disputes/applicable law
- Paragraph 1: All agreements to which these Terms and Conditions apply in full or in part shall be governed by Dutch law.
- Paragraph 2: Subject to the provisions of Article 108 of the Dutch Code of Civil Procedure, all disputes shall be settled by the Utrecht District Court, unless this choice of forum is contrary to the law.
- Paragraph 3: Unless explicitly agreed otherwise in writing, all legal claims to which these General Terms and Conditions give rise to the Client shall lapse by the expiry of one year from the date of delivery.
