General Conditions Evivita
Evivita / Evivita Print / Evivita Design does not accept delivery conditions from third parties, unless expressly agreed to.
Article 1 Definitions.
In these general conditions it is understood by:
1. 1: consultant or supplier: Evivita / Evivita Print / Evivita Design
2: client: those who,together with the supplier, enter into a contractual relationship.
2. When is spoken of 'goods' in these general conditions it is thereby understood to refer to both the goods to be delivered by the supplier as well as the services supplied by him, including advice and creative expressions.
3. Wherever in these general conditions, or in any closed agreement between the supplier and the client, reference is made to internationally defined clauses(i.e. C.O.D., ex-works, C.I.F. etc.), such clauses are to be understood according to the Incoterms 1990 agreement published by the International Chamber of Commerce.
Article 2 Applicability.
4. These conditions are applicable to all offers made by the supplier and to all agreements closed between the supplier and the client.
5. Different clauses are binding for the supplier only after written approval on his part and only for the agreement to which said approval relates.
6. The client's reference to his own conditions is explicitly rejected by the supplier, unless it has been expressly agreed to in writing - for each case specifically -.
Article 3 Offers.
7. All offers in any form are non-committal for the supplier unless they include a deadline for acceptance.
8. If a non-committal offer is accepted, the supplier has the right to withdraw said offer after receiving notice of its acceptance.
9. Any images, data on websites, catalogs, drawings and other data provided by the supplier are subject to change without prior notice and are non-binding for the supplier.
Article 4 Prices.
10. The price or prices specified in the quote are exclusive of sales tax in Euro and are based on the cost-determining factors applicable at the time of the offer.
11. The supplier shall at all times have the right to determine,that certain items shall only be supplied above certain order minimums.
12. The supplier shall be at all times entitled to deliver more or less of certain processed items -up to a maximum of 10%-, and in relation to technical reasons affecting the production process.
13. The prices published in our websites are only indicative,they fluctuate regularly and no rights can be derived from them.
Article 5 Cancellations.
13. If the client cancels the order in its part or in its entirety, he is obliged to reimburse the supplier any reasonable expenses the latter may have incurred (costs of preparation, orders made to third parties, storage, commission, etc.), all without affecting the supplier's right to full compensation for loss of profit, as well as any other damages arising from the cancellation. The minimum compensation after cancellation amounts to 15% of the total order value or part of the order being cancelled.
Article 6 Supply of printed goods.
14. In the given that the supplier receives an order to supply products specially crafted for the client, as in the case of composite products, the client is obliged to provide directly reproducible material of good quality.
15. The supplier shall only be required to send a proof-sheet to the client for approval if it is so stipulated by the client in writing. In this case, the supplier is required to submit the proof-sheet to the client no later than five weeks after receiving the assignment and materials to be reproduced.
16. All printing costs and other associated costs are to be charged separately and are not included in the quote prices, unless otherwise agreed.
Article 7 Consultancy Work and Product Development.
17. The consultant is required to look after the client's interests to the best of his ability and knowledge and request advisory to act.
18. The consultant is required to hold all information provided by the client in strict confidentiality, even after termination of the relationship. For his part, the client is obliged to maintain confidentiality in relation to all that is known by him regarding the company consultant, its products, or services.
19. In the case of product development, advice regarding promotional products, creative concepts, quotations for large projects with already printed or non-printed products, national or international market research for specific products, or product requests of products not specifically described,the client is in all cases required to pay a fee amounting to a fixed or hourly rate previously agreed between the parties.
Article 8 Supplies and Delivery Time.
20. Specified delivery times will never be regarded as deadlines unless explicitly stated otherwise. In case of late delivery, the supplier shall notify the client in writing.
21. The delivery time starts on the latest of the following time periods: A. the day of conclusion of the agreement, B. the day of receipt by the supplier of the material, artwork, logos, records, data, licenses and the like, necessary for the implementation of the agreement. C. the date of receipt, by the supplier, of whatever amount is to be paid in advance by the client as agreed in the contract.
22. If the delivery is prevented by force majeure, in its entirety or in part, the supplier is entitled to suspend the delivery, - as well as dissolve any part of the agreement not yet executed, and to claim the payment of any installments that have been performed, without the obligation to pay any compensatory fees to the client.
23. In these general sales terms & conditions, force majeure shall be understood as any circumstances outside the supplier's control and will that -even if these were foreseeable at the time when the agreement was accorded- temporarily or permanently prevent the fulfillment of the contract, and insofar as not already included, war, threat of war, civil war, riots, strikes, curfews, transport difficulties, fire and/or serious disruptions to the supplier's operation or to those of his suppliers.
24. For specially processed or formulated products, the supplier reserves the right to deliver and to charge for up to a maximum 10% more or less of the agreed amount.
25. The shipping of goods in parts by the supplier is allowed, if so agreed beforehand, in which case each shipment shall be paid for separately.
26. Unless otherwise agreed in writing, and notwithstanding the above provisions regarding prices, the prices quoted by the supplier based on delivery ex factory, warehouse or other storage facility, are exclusive of sales tax and insurance.
27. Unless otherwise agreed in writing, the goods will be delivered at the warehouse, in which case the goods are deemed to have been delivered by the supplier and to have been accepted by the client once the goods have been presented to the client and/or once the goods are loaded onto the means of transport.
28. Unless otherwise agreed in writing, transport shall take place at the client's own expense and risk, even if the carrier has expressly provided that all transport documents must state that the sender is accountable for all damage caused during transport.
29. Unless otherwise agreed in writing, the supplier will choose, to the best of his knowledge, the mode of transportation and transport means, without holding any liability for this choice. The costs of transportation are to be covered by the client.
30. If the supplier makes samples available to the client, these cannot be returned.
31. If the supplier shows or provides a model, sample or example, these are only indicative: the qualities of the goods to be delivered can deviate from those of the sample, model or example.
Article 9 Complaints.
32. Complaints pertaining to externally visible defects must be reported in writing within eight days after
the date of reception of the goods, after this date, the supplier cannot be held liable for any form of compensation.
33. Complaints pertaining to defects that are not externally visible must be reported in writing within eight days
after they have been noticed, and up to three months after the date of delivery of the goods, which shall be considered the deadline.
34. Complaints regarding any amount invoiced by the supplier must be reported in writing within eight days of the invoice date, which shall be considered the deadline.
35. The provisions of the preceding paragraphs apply to the services, goods, and/or raw materials supplied by third parties to the supplier, only insofar and to the extent to which the third party supplier of those services, goods and/or raw materials has guaranteed so to the supplier.
36. The goods recognized as defective by the supplier should be either replaced or credited by him, with the exclusion of any (additional)liability for damages.
37. Goods may only be returned, at the client's own risk and expense, after receiving the written approval of the supplier, and this will in no case imply any admission of liability on the part of the supplier.
Article 10 Retention of Property.
38. The supplier retains ownership of all property delivered to the client until the purchase price of the goods is paid in full.
39. If the supplier performs work that is to be reimbursed by the client, under the agreement concluded with the client, the supplier's retention of ownership also applies until the client has paid in full.
40. Retention of ownership also applies to claims that the supplier may acquire against the client resulting from the client's failure to meet one or more of its obligations to the supplier.
41. As long as ownership of any delivered goods has not been transferred to the client, the latter may not pawn or grant the rights over the goods to any third party, other than in connection with the normal course of its business, whereby the client is obliged to stipulate with his customers, in the case of sale or credit, a property agreement based on the provisions of this article.
43. If the client fails to fulfill his payment obligations to the supplier, or if the supplier has good reason to fear that he will fail in these obligations, then the supplier is entitled to claiming the delivered goods under the provision of ownership. After recovery of the goods, the client will be credited for the equivalent of their market value, which should in no case be higher than the original purchase price minus the costs incurred in during recovery of the goods.
Article 11 Payment.
44. Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraph, net payments should be made to the supplier within 8 days of the invoice date, date which shall be regarded as the deadline. Any negligence of the client in respect to how he conducts his business, will not affect the client's obligation to pay.
45. Unless expressly agreed otherwise, the client's payments will be directed, regardless of how they are made, firstly to cover the costs, then, to cover any interest accrued, and finally to cover the main sum of any outstanding invoices.
46. Debt set-off or any other form of settlement is never permitted unless expressly agreed to in writing.
47. The supplier is entitled to, at any time before or during the delivery, demand advance payment or securities for the fulfillment of the payment obligations of the client, whereby the supplier shall be entitled to suspend any further deliveries if the client fails to meet this requirement, even in the case that a fixed delivery date has been agreed to, without affecting the right of the supplier to claim compensation for damages resulting from the late execution or non-execution of the agreement.
48. If the client fails to pay within the stipulated period, he is legally in default, and the supplier will be entitled to, without any notice, charge an interest charge amounting to 2% above the statutory rate of the unpaid invoice, with a minimum rate percentage of 12% per annum over the outstanding amount.
49. Any payment collection costs, both judicial and extrajudicial will be borne by the client. The extrajudicial costs are set at 10% of the outstanding amount, with a minimum of € 250,--.
50. From the moment that the client defaults, all outstanding receivables are due to the supplier immediately.
Article 12 Liabilities.
51. Except for gross negligence or its intent on the part of the management or subordinates of the supplier, the supplier is only liable for costs, damage or interest arising as a result of acts or negligence of the aforementioned persons or from other employees of the supplier as well as any other persons used by the supplier to implement the agreement, but not exceeding the sum of the invoice value of the goods delivered by the supplier where the damaged occurred.
52. Any liability on the part of the supplier for damages or other indirect damage suffered by the client and/or third parties, independently of the cause, is expressly excluded.
53. If client goods, of which the supplier, after offering an explanation, has expressed concerns about their quality,are sold on, delivered, pawned or transferred on to another by any other method by the client, whether in use or not, the client is obliged to indemnify all third party claims for damages caused by or in connection with the goods delivered by the supplier.
Article 13 Designs, Models,etc.
54. All drawings, sketches, diagrams,samples, models, tools, etc. which are used by the supplier, remain the mental and/or physical property of the supplier, even if they are made for the client, and may therefore not be used without the prior written consent of the supplier for any purpose other than the implementation of the agreement between the client and the supplier.
55. The client shall indemnify the supplier against third party claims relating to the goods referred to in the previous paragraph regarding intellectual property rights.
Article 14 Disputes/ Applicable Legislation.
56. All agreements to which these conditions apply, whether in part or in their entirety, are subject to Dutch law.
57. In compliance with the provisions of art. 108 of the Code of Civil Procedure, all disputes will be settled by the Court of Amsterdam, unless this choice is in direct conflict with the law.
58. Unless otherwise agreed in writing, all legal claims to which these general conditions lead the client, expire after one year of the date of delivery.
General Conditions Evivita