1 Applicability of these General Conditions
1.1 These conditions apply, to the exclusion of any other conditions, to all offers, agreements and deliveries regarding
products created or offered by the Designer.
1.2 The following definitions are used in these General Conditions:
a. Designer: the design agency that or the designer who sells products, not being a consumer; and
b. Buyer: the Designer’s counterparty, not being a consumer.
2 Offers and agreements
2.1 An offer or quotation will be without commitment, unless it relates to a Consumer Purchase, and will be valid during the
specified term or while stocks last.
2.2 Agreements between the Designer and the Buyer will be concluded on written confirmation by the Designer, including
confirmation by e-mail. An automatically generated electronic order confirmation will not serve as such confirmation.
The Designer reserves the right to refuse an order.
2.3 The Designer will have the right to make use of third parties in the performance of the agreement. Any and all rights
and claims stipulated in these Conditions and in any further agreements for the benefit of the Designer will equally
apply to any agents and other third parties engaged by the Designer.
3 Change in circumstances and force majeure
3.1 If the prices of raw materials or wages, import duties, taxes or other external costs increase after the conclusion of the
agreement (whether or not due to currency fluctuations), the Designer will have the right to adjust the purchase price to
3.2 The Designer must inform the Buyer of such a circumstance as soon as possible, after which the Buyer will have the
right to dissolve the agreement within a period of eight (8) days, unless the increase is due to a statutory price increase.
3.3 If the Designer is unable to perform the agreement due to an event of force majeure, the Designer will have the right to
dissolve all or part of the agreement or to suspend its obligations until the force majeure situation has ended. The Buyer
is then obligated to pay for any products already delivered.
4.1 Specified delivery and other terms are stated for information purposes only and will not be of the essence, unless
otherwise expressly agreed in writing. If a term is exceeded, the Buyer must therefore give the Designer written notice
4.2 All delivery times are approximate and may be subject to change. Any delay in delivery shall not give the Buyer the
right to withhold payment, to refuse the receipt of the Goods, to receive any penalty or to terminate the Contract.
4.3 If the Designer requires information from the Buyer for the performance of the agreement, or if full or partial payment in
advance has been stipulated, the delivery term will not commence until the Designer has received the correct and full
information or the payment in advance.
4.4 Orders will be delivered carriage paid only if that was expressly agreed. If delivery is not carriage paid, the Designer will
have the right to charge freight costs.
4.5 Delivery will take place the moment the products leave the Designer’s storage room. The risk in the products delivered
will pass to the Buyer on delivery, regardless of the agreements made between the Designer and the Buyer regarding
transport and insurance.
4.6 If the Buyer refuses to take the delivery or is unable to take the delivery due to lack of safe access or storage, the
products may be returned to the warehouse and the Designer may charge him the resulting costs. In that case the
Designer will also have the right to dissolve the agreement, without prejudice to his right to claim full damages.
General Conditions governing the
Sale and Delivery of Products
(to business customers)
5 Retention of title
5.1 All products delivered will remain the Designer’s property until the Buyer has fulfilled all his obligations towards the
Designer under the agreement.
5.2 The Buyer may sell the products that have remained the Designer’s property pursuant to this clause to third parties only
in the context of the normal conduct of its business.
5.3 If the Buyer fails to fulfil its obligations under an agreement concluded with the Designer and the Designer has good
reason to believe that the Buyer will fail to fulfil its obligations, the Designer will have the right to take back products
delivered from the Buyer or from third parties that hold the products on behalf of the Buyer. In that case the Buyer must
6 Dissolution and return of products
6.1 The Buyer may amend or cancel an order only with the Designer’s prior consent. If the Designer has already incurred
costs or will incur costs as a result of the amendment or cancellation, the Designer may charge those cost to the Buyer.
6.2 Products delivered may be returned only with the Designer’s prior written consent, whereby the Designer will have the
right to give instructions regarding the manner of shipment. The direct costs involved in the return shipment of the
products in the context of this Article will be payable by the Buyer, unless otherwise expressly agreed in writing. The
Designer may wait before making the repayment until the Designer has received the return shipment.
6.3 Without limitation to the above, the Buyer will have no right to return products if:
a. they were made to The Buyer’s specifications or are personalised to The Buyer; or
b. the Buyer has interfered with or modified the products in any way.
Customised orders (in form and / or colour) cannot be cancelled once they are put into production.
7.1 The Designer may at any time demand full or partial payment in advance or cash on delivery.
7.2 If products are delivered on account, the invoice amount must be paid within fourteen (14) days, without the Buyer
being entitled to any discount or setoff.
7.3 If the Designer has not received (full) payment at the end of the payment period, the Buyer will be in default and will
owe interest equal to the statutory interest rate that applies to business transactions. All costs incurred by the Designer
in connection with late payment, such as procedural costs and judicial and extrajudicial costs, including the costs of
legal assistance, bailiffs and debt collection agencies, will be payable by the Buyer. The extrajudicial costs are set at a
minimum of 10% of the invoice amount, subject to a minimum of € 150, excluding VAT.
8 Right of suspension and dissolution
8.1 In addition to the provisions regarding force majeure and the provisions of Article 6, the Designer will have the right to
suspend (in full or in part) the performance of its obligations under all agreements that exist between the parties or to
dissolve those agreements in full or in part without any notice of default or judicial intervention being required:
a. if the Buyer is in default or the Designer has good reason to believe that the Buyer will not perform its obligations
in full and/or in time;
b. in the event of liquidation, a suspension of payment, a petition for a suspension of payment, bankruptcy or debt
rescheduling, or any other circumstance as a result of which the Buyer can no longer freely dispose of its capital;
c. if circumstances occur as a result of which it is impossible to perform the agreement or the Designer cannot
reasonably be required to continue the agreement in an unamended form.
8.2 In the cases referred to in paragraph 8.1 any obligations of the Buyer will furthermore fall due immediately and the
Designer will not be required to pay any damages.
9 Guarantees and complaints
9.1 The products to be supplied by the Designer will meet the customer requirements and standards that can reasonably
be set at the moment of delivery and for which they are intended in the event of normal use. If applicable, guarantee
provisions of suppliers and third parties, such as producers and importers, will apply to the products supplied by the
9.2 No warranty will apply in the following non-limited circumstances:
a. any improper use or abuse of the products, including any failure to comply with the Designer’s instructions
concerning the use of the products;
b. any lack of maintenance of the products
c. if the products have been used for a purpose for which they were not intended
d. in the event of failure to pay the Price.
9.3 In the event of use outside the Netherlands, the Buyer itself must verify whether the products are suitable for use there
and whether they meet the conditions and the applicable statutory and other requirements.
9.4 The Buyer will be required to inspect the products delivered immediately after receipt. Any defects established must be
reported to the Designer in writing, stating the reasons, within ten (10) days or in the case of external defects
9.5 If it has been proven that a product is not in conformity with the agreement and the complaint was filed in a timely
manner, the Designer may, at its option, replace the product in question, arrange for repairs, or refund the invoice price
plus any shipping costs paid.
9.6 All data, designs and images regarding colours, materials, dimensions and finishing will be for information purposes
only. Divergences will not be reason for rejection, discount, dissolution of the agreement or damages if such
divergences are minor.
10 Intellectual property rights
10.1 The Buyer expressly acknowledges that all intellectual and/or industrial property rights in respect of the products,
materials and information made available to the Buyer by the Designer, including samples, packaging, labels and
designs (and their appearance), the composition and/or specifications of samples, products and semi-finished products,
as well as technical and commercial know-how, models, moulds, designs and patterns, vest in the Designer, its supplier
or other parties entitled.
10.2 If and insofar as the Designer manufactures products or packaging on the basis of express instructions given by the
Buyer, such as specifications, designs, sketches, models or patterns provided by the Buyer, the Buyer warrants that no
third-party rights will be infringed. The Buyer indemnifies the Designer against any third-party claims in this context and
will reimburse all costs incurred by the Designer in connection with such claims.
11 Liability for damage
11.1 The Designer will not be liable for damage caused:
a. by incompetent use of the products delivered or use for a purpose other than that for which they are suitable by
b. because the Designer used incorrect or incomplete data provided by or on behalf of the Buyer;
c. third parties engaged in a performance of the agreement at the Buyer’s request or with the Buyer’s consent;
d. materials or services provided by third parties at the Buyer’s request or with the Buyer’s consent; or
e. misunderstandings, damage, delays or the improper receipt of orders and notifications due to the use of the
Internet or any other means of communication (whether or not electronic).
11.2 Only direct loss attributable to the Designer will qualify for compensation. Any and all liability for indirect loss, including
but not limited to consequential loss, loss of profits, damaged or lost data or materials, and loss of proceeds is
11.3 Insofar as the Designer is liable for the reimbursement of loss, that loss will be limited to the invoice amount for the
delivery or partial delivery in question, on the understanding that that amount will not exceed € 45,000 and will in any
event be limited to the amount that the insurer pays the Designer in the case in question.
11.4 The Buyer indemnifies the Designer against any and all claims from third parties that incur losses in connection with the
performance of the agreement and for the cause of which the Buyer is to blame.
11.5 The limitations recorded in Article 11.1 to 11.4 will not apply if the loss is due to intent or gross negligence on the part of
the Designer or its executive or non-executive subordinates.
12 Dutch law and competent court
12.1 This Agreement is governed by Dutch law, also if an obligation is performed abroad in full or in part or if the Buyer has
its place of residence there. The applicability of the Vienna Sales Convention is excluded.
12.2 In the event of disputes, the court of the place where the Designer has its registered office will be the competent court,
unless mandatory rules of law provide otherwise. The Designer will nevertheless have the right to submit the dispute to
the court that has jurisdiction according to the law.
12.3 The parties will submit a dispute to the court only after they have made every effort to settle the dispute in consultation.
13 Other provisions
13.1 Amendments and/or additions to these General Conditions will be valid and applicable only if recorded in writing.
13.2 If the Designer uses additional conditions or any provisions that conflict with these General Conditions, that will not
affect the validity and applicability of other provisions of these General Conditions.
1 Applicability of these General Conditions