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General Terms and Conditions

General Terms and Conditions of Sale and Delivery Attentives BV ®

Statutory seat in Delft and de facto office in (2614 MH) Delft. Filed with the Chamber of Commerce under number 75741636.


Article 1. Definitions

In these general terms and conditions, the following terms shall have the following meanings:

Customerthe natural or legal person acting in the exercise of a profession or business.
Lack: Any deviation of the Products from the Specification and any other malfunctioning of the Products or services provided;
Delivery time: The period stipulated in the Agreement within which the Products must be delivered;
Supplier: the user of these general terms and conditions, who has a (pre-)contractual relationship with the Customer;
Order: Any order from the Buyer to the Supplier for the delivery of Products, in any form whatsoever;
Agreementmeans every agreement entered into between the Supplier and the Customer, every amendment or addition thereto, as well as all (legal) acts in preparation and/or execution of such agreement;
Distance contractAgreement" means an agreement concluded between the Supplier and the Customer within the framework of an organised system for the remote sale of products, digital content and/or services, whereby, up to and including the moment at which the agreement is concluded, exclusive or joint use is made of one or more techniques for remote communication;
Products: All goods produced and/or delivered by or at the expense of the Supplier in the execution of an Order or Agreement as well as services - whether or not related to them - to be provided by the Supplier, including advice and creative expressions;
SpecificationThe description of Products ordered by the Purchaser which is stated or referred to in the Order or the Agreement.
WebsiteThe website or webshop of Supplier on which Products are offered that can be purchased by Customers.

Article 2. Applicability

Paragraph 1Unless otherwise agreed in writing, all offers and quotations of the Supplier and every Agreement between the Supplier and the Customer are subject to these general terms and conditions.

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

Paragraph 3Before the remote agreement is concluded, the text of these general conditions shall be made available to the Customer. If this is not reasonably possible, the Supplier shall, prior to the conclusion of the distance contract, indicate how the general terms and conditions can be inspected at the Supplier's premises and that they will be sent free of charge as soon as possible at the Customer's request.

Paragraph 4: If the distance contract is concluded electronically, then, contrary to the previous paragraph, and before the distance contract is concluded, the text of these General Terms and Conditions may be made available to the Customer electronically, in such a way that the Customer can easily store them on a long-term data carrier. If this is not reasonably possible, prior to the conclusion of the distance selling agreement, it shall be indicated where the general terms and conditions can be viewed electronically and that, at the Customer's request, they will be sent electronically or otherwise free of charge.

Paragraph 5: If any provision in these general terms and conditions proves to be invalid, this shall not affect the validity of the general terms and conditions as a whole. The parties shall in that case lay down (a) new provision(s) by way of replacement, which shall give shape to the intention of the original provision to the greatest extent possible under the law.


Article 3. Offers

Paragraph 1: All offers, in whatever form, are without obligation for the Supplier and must be regarded as a whole. If an offer contains an acceptance term, this shall only imply that the offer lapses after this term.

Paragraph 2: All images, catalogues, drawings and other data such as sizes, weights and quantities provided with the offer are as accurate as possible. These specifications are only binding in as far as they are explicitly confirmed.

Paragraph 3: All quotations and offers are based on execution of the Agreement under normal circumstances and during normal working hours.

Paragraph 4The content of the website and the offer are composed with the greatest care. However, the Supplier cannot guarantee that all the information on the website is correct and complete at all times. All prices, the offer and other information on the website and in other materials originating from the Supplier are therefore 'subject to change'.

Article 4. The Agreement

Paragraph 1The Agreement shall be concluded at the moment the Customer accepts the offer and meets the conditions set therein, or after the Supplier has made a start on performance following remarks by the Customer. If due to circumstances, including the nature, scope or urgency of the Order, no order confirmation has been sent, the invoice shall be regarded as order confirmation.

Paragraph 2: If the Customer has accepted the offer electronically, the Supplier shall immediately confirm receipt of acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed by the Supplier, the Customer can dissolve the agreement.

Paragraph 3: If an offer is accepted by the Customer, the Supplier has the right to withdraw the offer within 3 (three) working days after receipt of the acceptance. The Supplier shall notify the Customer of such revocation forthwith.

Paragraph 4: If the Agreement is concluded electronically, the Supplier shall take appropriate technical and organisational measures to secure the electronic transfer of data and shall provide a secure web environment. If the Customer can pay electronically, the Supplier shall observe appropriate safety measures.

Paragraph 5: If it appears that incorrect details have been provided by the Customer when accepting or otherwise entering into the agreement, the Supplier is entitled to only fulfil its obligation after the correct details have been received.

Paragraph 6The Supplier may - within legal frameworks - ascertain whether the Customer is able to fulfil his payment obligations, as well as all those facts and factors that are important for a sound conclusion of the distance contract. If, on the basis of this investigation, the Supplier has good reason not to enter into the agreement, he is entitled to refuse an order or application or to attach special conditions to its execution. If, on the basis of the investigation, the Supplier refuses the application or attaches special conditions to it, he shall notify the Customer thereof as soon as possible, but no later than within 3 days after the conclusion of the agreement, stating the reasons.

Paragraph 7: All documents, supplied models, samples or examples relating to offers made by the Supplier and/or the Agreement are and remain the property of the Supplier and may not be issued to third parties, made available for inspection, multiplied or imitated in any way whatsoever without its written permission. The Buyer is obliged to return these to the Supplier carriage paid within fourteen days after a request to that effect made by the Supplier, undamaged and, where applicable, in the original packaging.

Paragraph 8: If a Customer, after the conclusion of the Agreement, wishes to terminate it partially or entirely, the Customer shall owe the Supplier the costs incurred by the Supplier with respect to: Products already purchased, the hours of account/attendance by the Supplier and the costs of external parties called in.

Article 5. Prices

Paragraph 1: All prices stated on the website and in other materials originating from the Supplier are exclusive of VAT (unless otherwise stated) and, unless otherwise stated on the website, of other levies imposed by the government.

Paragraph 2The price or prices stated in the offer shall, unless agreed otherwise, be 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 has been made can be passed on to the Customer by the Supplier, even if the Agreement has already been concluded.

Paragraph 3: If the application of the previous paragraph should result in a price increase of 10% or more within a period of 3 months after entering into the Agreement, the Customer shall be entitled to dissolve the Agreement by registered letter within 7 working days after being informed of the price increase, without being entitled to any compensation.

Paragraph 4Any additional costs, such as delivery and payment costs, will be stated on the website and in any case shown in the ordering process.

Article 6. Delivery of processed Products

Paragraph 1: In the event that the Supplier receives an order to deliver Products especially processed (or composed) for the Customer, the Customer is obliged to deliver suitable material for the processing in sufficient quantities. As long as the Customer has not fulfilled this obligation, the Supplier is entitled to suspend its obligations under the Agreement.

Paragraph 2The Supplier is only obliged to send the Customer a printer's proof, model, sample or example for approval in advance if this was stipulated in writing by the Customer upon entering into the Agreement. In that case the Supplier undertakes to submit a printer's proof, model, sample or example to the Customer no later than two weeks after entering into the Agreement and after receiving the materials to be processed, which proof, model or example shall be deemed to have been approved if no written response is received within five working days.

Paragraph 3: All costs of the proof, model, sample or example 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: If asked, the Supplier can act in an advisory capacity. The Supplier is entitled to charge this separately to the Customer, regardless of whether the advice relates to Products produced and/or delivered by or at the expense of the Supplier pursuant to the Agreement.

Paragraph 2: In the case of product development, advice on promotional products to be used, advice on creative concepts, quotations for extensive projects with processed or unprocessed products, national or international market research into specific products or product requests for products which have not been specifically described, the provisions of paragraph 1 of this article apply in full.

Article 8. 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 9. Deliveries, Delivery Terms and Force Majeure

Paragraph 1Delivery periods are determined by approximation and are never to be regarded as final deadlines, unless explicitly agreed otherwise. Delivery periods do not commence until the Agreement has been concluded in accordance with Article 3, all details required for the performance of the Agreement have been provided and the Customer has paid the purchase price or, as the case may be, the agreed instalment(s) or provided the security required by the Supplier.

Paragraph 2: If delivery is prevented in whole or in part by force majeure, the Supplier is entitled to suspend delivery, as well as - in the event that the situation causing the 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 in whole or in part insofar as it has not been performed and to claim payment for the parts that have been performed, all this without being obliged to pay any damages to the Customer.

Paragraph 3: Force majeure shall include, but not be limited to, fire, floods, strikes, epidemics, (civil) war, terrorism, government measures, permits not being available (in time), trade embargoes, labour disturbances, power failures, operational failures, shortcomings or unlawful acts by suppliers and subcontractors of the Supplier or other third parties, including any defects in the goods they supply to the Supplier, and the non-availability (in time) or insufficient availability of materials, transport, fuels, energy and labour.

Paragraph 4Delivery takes place ex works, unless explicitly agreed otherwise. Costs for transport and insurance shall be at the expense of the Customer, even if it is agreed that the Supplier shall take care of the transport. The transfer of the risk of the Products shall take place at the moment of delivery, as it should under these General Terms and Conditions. The transport takes place at the Customer's risk, 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 Customer or a third party appointed by him must report any transport damage to the carrier or forwarder immediately upon receipt, but at the latest within 12 hours after receipt of the Products, and send a copy to the Supplier.

Paragraph 6The Supplier shall store at the expense and risk of the Customer any Products that have not been purchased by the Customer or a third party designated by the Customer after the Delivery Time has expired. In the event of late purchase, the Supplier is entitled to dissolve the Agreement after a period of 14 days following the expiry of the Delivery Term, 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 7If the colour, composition, weight, appearance etc. of the Products deviate only slightly from models, samples or examples provided earlier or from what was agreed in any other way, the Products concerned shall be deemed to comply with the Agreement. The Supplier shall in any case be deemed to have fulfilled its delivery obligations if the weight or the number of the Products delivered does not deviate more than 10% from that which was agreed.

Paragraph 8The sending of Products in parts by Supplier is permitted, whereby each consignment may be invoiced separately.

Article 10. Complaints

Paragraph 1Supplier guarantees that the products, services and digital content meet the contract, the specifications stated in the offer, the reasonable requirements of reliability and/or serviceability and the existing statutory provisions and/or government regulations on the date of the conclusion of the contract.

Paragraph 2: If the delivered product, service or digital content does not comply with the agreement (is delivered faulty or defective), the Customer shall notify the Supplier thereof within 3 working days after he could reasonably have discovered the defect. If the Customer fails to do so, he can no longer claim any form of repair, replacement, compensation and/or refund with regard to this defect.

Paragraph 3: If the Supplier considers a complaint well-founded, the relevant products will be repaired, replaced or (partly) reimbursed after consultation with the Customer. The Supplier can refer the Customer to a manufacturer or supplier.

Paragraph 4: If the Supplier agrees with the Customer to return products on the basis of the provisions of this article, the Customer shall return the products as soon as possible. In case of repayment of amounts already paid in advance, the Supplier shall repay these amounts within 30 days after receipt of the products.

Paragraph 5It is possible that manufacturers and/or suppliers offer their own guarantees. These guarantees are not offered by the Supplier. If the Supplier chooses to do so, he can, however, mediate in the calling in of these guarantees by the Customer.

Article 11. Retention of title

Paragraph 1: All Products delivered to the Customer shall remain the property of the Supplier, but shall, from the moment of delivery, be at the expense and risk of the Customer, until all amounts due under the Agreement as well as the claims for failure of the Customer to comply with this or other agreement(s), including interest and collection costs, have been paid in full by the Customer.

Paragraph 2As long as the ownership of the delivered Products has not been transferred to the Customer, the Customer shall not be allowed to process the Products, place them out of its actual control, alienate them, pledge them or encumber them in any other manner, and shall take all necessary measures to separate these Products and keep them separate from the other goods present at the Customer's premises and do everything possible to prevent confusion, accession or the creation of a business.

Paragraph 3: The Customer undertakes not to assign or pledge to third parties any claims which he may acquire against his buyers, and furthermore undertakes to pledge the said claims to the Supplier as soon as he expresses the wish to do so in the manner set out in Art. 3: 239 of the Netherlands Civil Code as additional security for his claims against the Customer on any account whatsoever.

Paragraph 4: The Customer is obliged to inform third parties in writing that the Products delivered by the Supplier are subject to a right of ownership of the Supplier. The Customer must immediately inform the Supplier of this in writing.

Paragraph 5: If the Customer fails to fulfil his obligations or if the Supplier has good reason to fear that the Customer will fail to fulfil his obligations, the Supplier can invoke his retention of title, in which case the Customer is obliged, upon request, to immediately bring the delivered Products under the Supplier's actual control free of charge. Furthermore, the Supplier is entitled to retrieve these Products or have them retrieved from the place where they are located, at the expense of the Customer. The Customer hereby irrevocably authorises the Supplier to enter the premises used by or for the Customer in order to do so. After taking back the goods, 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 taking back the goods and the damage suffered by the Supplier.

Article 12. Termination and extension

Paragraph 1The Customer may terminate an agreement entered into for an indefinite period of time and which provides for the regular delivery of Products at any time, subject to the agreed termination rules and a two-month notice period.

Paragraph 2The Customer may terminate the agreements referred to in the previous paragraphs in writing.

Paragraph 3A fixed-term contract that has been concluded for the regular supply of products, digital content or services is tacitly extended for the same period as agreed.

Paragraph 4The notice periods stated shall apply accordingly to cancellations by Supplier.

Article 13. Payment

Paragraph 1Unless agreed otherwise in writing and without prejudice to the provisions of the following paragraph, payments to the Supplier shall be made in Euros, either net in cash, or at the office of the Supplier by means of transfer to or deposit into a bank or giro account to be specified by the Supplier, such at the discretion of the Supplier, always within 14 days of the invoice date. The Supplier is entitled to invoice electronically, to which the Customer hereby agrees.

Paragraph 2Set-off or other forms of settlement are never permitted without an explicit written agreement.

Paragraph 3The Supplier is at all times entitled to demand sufficient advance payment or security for the fulfilment of the Customer's payment obligations, at the discretion of the Supplier, before delivering or continuing with the delivery, and the Supplier is entitled to suspend further deliveries if the Customer does not meet this demand, also in the event that a fixed delivery time has been agreed, all this without prejudice to the Supplier's right to claim compensation for damages due to late or non-fulfilment of the Agreement.

Paragraph 4: If the Customer has not paid the amount due by virtue of the Agreement within the agreed period, he shall be in default by operation of law. The Supplier shall have the right to increase the amount due by adding the statutory interest and the Supplier shall have the right to charge and recover from the Customer the extrajudicial collection costs and any legal costs incurred.

Paragraph 5: If the Customer is in default with regard to his obligations under the Agreement or these General Terms and Conditions, all payment obligations of the Customer to the Supplier shall become immediately due and payable from that moment on, regardless of whether an invoice has already been sent.

Article 14. Intellectual, industrial property rights and Confidentiality

Paragraph 1: All rights of intellectual and industrial property (including trademark rights, model rights and patents) to all designs, drawings, models, samples and examples made available or developed under the Agreement (hereinafter: "the Information") shall be held exclusively by the Supplier, unless explicitly agreed otherwise.

Paragraph 2: The Customer is not entitled to use the Information referred to in the previous paragraph for any purpose other than the use of the Products to which they relate as provided for in the Agreement.

Paragraph 3: The Customer shall observe confidentiality with respect to all Information, Specifications, business information and know-how concerning and originating from the Supplier that is made available to the Customer for the execution of the Agreement. Upon request, the Customer shall immediately transfer the confidential information and all copies or other multiplications thereof to the Supplier.

Article 15. 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 an intellectual or industrial property right of a third party, the Supplier shall, at its discretion, replace the item concerned with a Product which does not infringe the right in question, try to acquire a right of use in that respect or reimburse the Customer for the price paid for that Product, less a reasonable depreciation.

Paragraph 2: In the event of replacement or refund, the Supplier is entitled to make this subject to the condition that the originally delivered Products are returned.

Paragraph 3The Supplier shall have no other obligation with respect to any infringement of third-party rights than the obligation to replace, acquire or refund referred to in the first paragraph.

Paragraph 4: In the event that an Order is carried out according to design, drawings, formula, Specifications or instructions provided by or on behalf of the Customer, or if such Order is carried out using goods to be provided by or on behalf of the Customer, the Customer cannot invoke the provisions of this article and the Customer shall indemnify the Supplier against all claims related to alleged infringements of intellectual or industrial property rights of third parties.

Article 16. Liability

Paragraph 1Supplier only accepts liability, if:
- The damage is the direct result of intent or gross negligence on the part of the Supplier or the Supplier's executive employees;
- The damage is the direct consequence of a demonstrable Defect in the Products produced and/or delivered by the Supplier insofar as these do not offer the safety that may be expected of them, taking all circumstances into account.

Paragraph 2The Supplier does not accept any liability for the improper placement of the company logo and/or company name on the Customer's goods, other treatments of the Customer's goods and/or delivery of Products, if and insofar as the Defect is the result of inaccuracies or imperfections in the design provided by the Customer to the Supplier, as well as for infringements of third-party rights by the design.

Paragraph 3The total liability of the Supplier on account of attributable failure in the fulfilment of the Agreement shall in any case be limited to compensation of the material and direct damage up to the amount of the price stipulated separately for the Products concerned (excluding VAT).

Paragraph 4In any case, the Supplier does not accept any liability for the damage described above for which its insurer makes no payment (the Supplier shall provide the Customer with a copy of the insurance agreement concerned on request). Furthermore, the total liability of the Supplier shall never exceed the amount of € 50,000 per event.

Paragraph 5The Supplier can only be held liable for (in)direct damage for which it has explicitly accepted liability in these Conditions.

Paragraph 6: The Customer indemnifies the Supplier against all claims of third parties who have allegedly suffered a loss as a result of a Defect in a good delivered by the Customer to a third party and which consisted (partly) of goods delivered by the Supplier, except if and insofar as the Customer proves that the loss 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 shall never be liable for any damage whatsoever.

Paragraph 8Unless expressly agreed otherwise in writing, all legal claims based on the Agreement and these General Terms and Conditions shall lapse one year after the date of delivery.

Article 17. Return of rented and loaned items

Paragraph 1: If, in the execution of the Agreement, the Supplier has rented out and/or given on loan goods to the Customer, whether or not for payment, the Customer is obliged to return these goods in their original state, free of defects and in their entirety immediately after termination of the Agreement, for whatever reason. The aforementioned period shall be deemed to be a strict deadline.

Paragraph 2: If the Customer, for whatever reason, fails to fulfil the obligation referred to in paragraph 1, the Supplier is entitled to recover the resulting damage and costs, including the costs of replacement and lost rental income, from the Customer, without prejudice to all the other rights to which the Supplier is entitled.

Article 18. Dissolution

Paragraph 1: If the Customer fails to fulfil any of his obligations towards the Supplier or fails to do so properly or in time, requests a suspension of payments, is declared bankrupt or discontinues his business, in the event of a legal merger or if a substantial part of the control at the Customer's company changes hands, all invoices shall be immediately due and payable and the Supplier shall be entitled - without judicial intervention and/or further notice of default being required - by means of a written statement to dissolve (all) Agreements concluded with the Customer in whole or in part, and the Supplier shall be entitled to compensation for all direct, indirect and consequential damage, including loss of profit, without prejudice to any other rights to which he is legally entitled.

Paragraph 2: If the Supplier fails to fulfil his obligations, fails to do so in time or fails to do so properly, the Customer may dissolve the Agreement in respect of the defective part thereof, without, however, being able to claim compensation for dissolution losses, whereby the provisions of Article 10 of these General Terms and Conditions in respect of the retention of title shall expressly remain in force.

Article 19. Processing of Personal Data

Paragraph 1: If the Customer provides the Supplier with personal data necessary for the performance of the Agreement, the Customer shall remain the controller of the data processing as referred to in the General Data Protection Regulation.

Paragraph 2The Supplier shall take the necessary technical and organisational measures to secure the processing of personal data against loss or unlawful processing. In the measures to be taken, the Supplier shall take into account the interest of the Customer to be protected and the nature of the personal data processed by the Supplier on the instruction of the Customer.

Paragraph 3After completion of the agreement, the Supplier shall destroy the personal data obtained by the Supplier in the framework of the execution of the agreement, unless the Customer disputes the service provided.

Paragraph 4The Supplier and the Customer shall record their mutual rights and obligations separately in a Processing Agreement.

Article 20. Numbers, measures, weights and other data

Slight deviations with regard to specified dimensions, weights, numbers, colours (PMS colour coding is leading) and other such data do not count as deficiencies. Commercial practice shall determine whether minor deviations exist.

Article 21. 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 shall be governed exclusively by Dutch law. The UN Convention on Contracts for the International Sale of Goods (often referred to as the Vienna Sales Convention) shall not apply.

Paragraph 2: All disputes arising between the Supplier and the Customer in connection with the execution of the Agreement may be jointly submitted by the Supplier and the Customer to the PPP Disputes Committee, which shall issue a binding opinion for the parties.

Paragraph 3: All disputes arising between the Supplier and the Customer concerning the execution of the Agreement shall, unless the dispute has already been decided by the Disputes Committee PPP, be exclusively settled by the competent court.

Article 22. Other provisions

Paragraph 1These general terms and conditions are available in Dutch, English, French and German. In case of differences in interpretation, the Dutch version shall prevail.

Paragraph 2These General Terms and Conditions can be amended by the Supplier (or at least by the Promotional Products Platform). Amendments will be announced to the Customer by the Supplier in writing and will take effect thirty (30) days after their announcement, unless another date is stated in the announcement. The Customer already agrees to the content and applicability of the then amended general terms and conditions as from the effective date stated in the announcement.

Paragraph 3: If any provision of the Agreement or these general conditions proves to be void or otherwise unenforceable, this shall not affect the validity of the other provisions of the Agreement and the general conditions. In that case the Supplier shall be entitled to replace it with a provision that approaches the purpose and purport of the void/annulled or unenforceable provision as closely as possible.