Delivery terms
Article 1: Definitions
The following definitions shall apply to the present delivery
terms and conditions:
a. Principal: the natural or legal person who has given the
supplier an order for the production of goods or the
performance of work;
b. Supplier: the natural or legal person who has accepted the
order referred to under a. or who has made an offer or
quotation preceding a possible order;
c. Data carriers: magnetic tapes and discs, optical discs and
any other materials that are meant for recording, processing,
forwarding, transmitting, multiplying or publishing texts,
pictures or other data by means of equipment, all this in
the widest sense of the word;
d. KVGO: Koninklijk Verbond van Grafische Ondernemingen
(Royal Dutch Association of Printing and Allied Industries),
established at Amstelveen, The Netherlands.
Article 2: General
1. These delivery terms and conditions shall be applicable to the
formation and the contents of and the compliance with all
contracts entered into between the principal and the supplier.
2. General (buying) terms and conditions of the principal shall
solely be applicable if it has been expressly agreed in writing
that such terms and conditions shall be applicable to the
contract between the parties to the exclusion of the present
delivery terms and conditions.
Article 3: Offers, quotations
1. The mere submission of a quotation, estimate, preproduction
estimate or similar information, whether or not designated as
an offer, shall not entail an obligation on the part of the
supplier to enter into a contract with the principal.
2. Any offers made by the supplier shall always be without
engagement and can solely be accepted without any
deviations. An offer shall in any case be deemed to have been
rejected if it has not been accepted within a month. An offer
shall be understood to mean a proposal made by the supplier
to enter into a contract which is defined in such a manner as
to result into a contract immediately upon acceptance of the
proposal concerned.
Article 4: Cancellation
1. The principal shall be entitled to cancel a contract prior to the
execution thereof by the supplier provided that he indemnifies
the supplier in respect of any losses incurred by the latter as
a result. Such losses shall include any losses as well as loss of
profit incurred by the supplier and shall in any case include
any costs that have already been incurred by the supplier
preparatory to the execution of the contract, including those
of reserved production capacity, purchased materials, services
supplied by third parties and storage costs.
2. Cancellation of contracts for the production of periodic
publications as referred to in paragraphs 2 and 3 of article 14
shall not be possible.
Artikel 5: Price
1. All prices stated shall be exclusive of Value Added Tax (VAT)
and any other levies imposed by the government.
2. The prices stated by the supplier in respect of the prestation to
be performed by the latter shall solely apply to the prestation
in conformity with the agreed specifications.
3. In the event of composite offers the supplier shall not be
obliged to supply part of the total prestation at the amount
stated in respect of this part in the offer or at a proportionate
part of the price stated for the total prestation.
4. If no price has been agreed upon between the parties but if
the parties entered into one or several contracts to an identical
or virtually identical effect during the year preceding the
contract, the price shall be calculated on the basis of the
production methods and calculation rates used for the former
contracts.
5. If, other than in those cases in which the stipulations of the
previous article are applicable, no price has been agreed upon
between the parties, or if only a price by way of estimate was
given or if the agreed price may be changed in pursuance of
these general terms and conditions, the price or the change
in the price shall be determined at an amount which is
considered to be a fair price in the printing trade.
Article 6: Price changes
1. The supplier shall be entitled to increase the agreed prices
should one or several of the following circumstances occur
after the conclusion of the contract: rise in the costs of
materials, semi-finished products or services required for
executing the contract, rise in the cost of forwarding, wages,
employers’ contributions to social insurances, or costs of
other employment conditions, the introduction of new and
the increase in existing government levies on raw materials,
energy or residues, substantial changes in currency rates or,
generally speaking, other circumstances that are comparable
with the above.
2. Extra laborious texts, unclear text copies, indistinct pictures,
drawings or models, faulty data carriers, faulty computer
software or data files, faulty method of delivery of materials
or products to be supplied by the principal and all similar
deliveries by the principal entailing more work or costs for
the supplier than could reasonably have been expected at
the time of entering into the contract shall constitute
grounds for increasing the agreed price. Any exceptional or
reasonably unforeseeable processing problems resulting from
the nature of the materials and products to be processed
shall also constitute grounds for increasing the agreed price.
3. The supplier shall be entitled to increase the agreed price
or be obliged to reduce the price if the principal makes any
changes in the originally agreed specifications, including
author’s corrections or changed instructions after the receipt
of working drawings, models and typesetting, printing and
other proofs. The supplier shall cooperate within reasonable
limits to implement such changes, provided that the contents
of the prestation to be performed by him does not essentially
deviate from the originally agreed prestation.
Article 7: Payment term
1. Unless otherwise agreed, the principal shall pay the price and
the remaining amounts due pursuant to the contract within
30 days from the invoice date, without being able to invoke
any discount, compensation or suspension. Payment has to
take place in cash, however, if the principal is a natural person
who is not acting in the exercise of a profession or trade. In
the event of failure to pay as referred to above, the principal
shall be in default without notice of default having to be
served by the supplier.
2. In the event of an agreed delivery in parts, the supplier shall,
after delivery of the first part, not only be entitled to demand
payment for this part, but also payment of the costs incurred
for the entire delivery, such as costs of typesetting, lithographs
and proofs.
3. The principal shall at all times and irrespective of the agreed
payment conditions be obliged to provide security for the
payment of the amounts to be paid to the supplier pursuant
to the contract, on the supplier’s first demand. The security
provided shall be such that the claim together with any
interest and costs due in respect thereof shall be adequately
covered and that the supplier may have resourse to same
without any problem. Any security that has subsequently
become inadequate shall be supplemented up to an adequate
security on the supplier’s first demand.
4 If the principal fails to pay in time as referred to in paragraph 1
of this article, he shall, owing to late payment of the amount
due by him, owe the statutory interest on this amount from
the invoice date. The supplier shall be entitled to charge
one-twelfth part of this interest in respect of each month or
part of a month, in which the principal has failed to comply
with his payment obligations in full.
5 In the event of late payment as referred to in paragraph 1 of
this article, the principal shall, in addition to the amount due
and the interest due in respect thereof, be obliged to pay in
full both extrajudicial and legal costs of collection, including
the costs of lawyers, proces-servers and collecting agencies.
The extrajudicial costs are fixed at at least 15% of the principal
sum together with interest, with a minimum of € 100.00.
Article 8: Delivery method; reservation of ownership
1. Unless otherwise agreed, delivery shall take place at the
place where the supplier carries on his business.
2. The supplier shall not be obliged to deliver the goods produced
in instalments.
3. The principal shall be obliged to fully cooperate in the delivery
of the goods to be delivered by the supplier pursuant to the
contract. The principal shall, without having been summoned,
be in default if he fails to collect the goods to be supplied on
the supplier’s first demand or, if delivery to his address has
been agreed, refuses to accept the goods to be delivered.
4. Each and every delivery of goods by the supplier to the
principal shall take place while reserving the ownership
of these goods until such time as the principal has paid all
that he is obliged to pay pursuant to the contract, including
interest and costs.
5. If transport of the goods to be delivered has been agreed,
this shall take place for the principal’s account, unless free
delivery has been agreed. The principal shall always bear the
risk during transport. Transport shall also be understood to
mean transmission of data by means of the telephone network
and every comparable kind of transmission by means of any
technical device. The acceptance of goods from the supplier
by the transport company shall be proof that these goods
were in an externally proper state and condition, unless the
contrary appears from the contract of carriage or the receipt.
6. The supplier shall not have to store the goods to be delivered,
unless this has been explicitly agreed. If storage takes place,
this shall be at the principal’s risk and expense.
Article 9: Delivery time
1. A delivery time stated by the supplier shall only be of an
indicative nature unless it has been explicitly stated in writing
that it concerns a latest delivery time. The supplier shall, even
when a latest delivery time has been agreed, only be in default
after notice of default has been served on him by the principal.
2. The supplier shall no longer be bound by an agreed latest
delivery time if the principal requires changes to be made in
the specifications of the work or if he fails to comply with
the stipulations of paragraph 1 of article 12 of the present
terms and conditions, unless the minor significance of the
change or the minor delay does not reasonably necessitate
the supplier to make any changes in his initially planned use
of the production capacity in time.
3. During the execution of the contract by the supplier the
principal shall be obliged to do all that is reasonably necessary
or desirable in order to make a timely delivery by the supplier
possible, in particular by immediately answering any questions
the supplier may have, by preventing faulty deliveries as
referred to in paragraph 2 of article 6 and by observing the
stipulations contained in paragraph 1 of article 12 and
paragraphs 1 and 2 of article 18 of the present delivery terms
and conditions.
4. If the principal fails to comply with the stipulations of the
previous paragraph of this article and paragraph 3 of article 7,
an agreed latest delivery time shall no longer be binding and
the principal shall be in default without written notice of
default by the supplier being required. Without prejudice to
the rights due to him pursuant to the law, the supplier shall
in such an event be entitled to suspend the performance of
the contract until the principal has rectified this default. The
supplier shall subsequently still perform the contract within a
reasonable term.
Article 10: Inspection upon delivery
1. The principal shall be obliged to inspect with due haste
whether the supplier has performed the contract properly
and shall furthermore be obliged to inform the supplier
immediately in writing if the contrary appears to him. The
principal shall carry out the inspection referred to above and
give the relevant notice at the latest 14 days from delivery.
2. The supplier shall always be entitled to replace an earlier
improper prestation with a new proper prestation, unless
the default cannot be remedied.
3. The performance of the contract shall be considered to be
a proper performance if the principal has failed to carry out
the inspection or to give notice as referred to in paragraph 1
of this article in time.
4. If the period of 14 days, referred to in the first paragraph of
this article has to be considered as unacceptably short according
to reasonable and fair norms, even where a careful and alert
principal is concerned, this period will have to be extended
until at the latest the first moment on which it is reasonably
possible for the principal to carry out the inspection or notify
the supplier, as the case may be.
5. The supplier’s prestation shall in any case be considered to be
a proper prestation between the parties if the principal has
put into use, processed, worked or delivered to third parties
the goods or part of the goods delivered or if he has caused
same to be put into use, processed, worked or delivered to
third parties, unless the principal has observed the stipulations
contained in the first paragraph of this article.
Article 11: Contents of and changes in contracts
The principal shall bear the risk of misunderstandings with
regard to the contents and implementations of the contract
if such misunderstandings are caused by the fact that the
supplier failed to receive or failed to receive correct, timely
or complete specifications or other communications that were
made orally or by a person designated by the principal for that
purpose or that were transmitted while using any technical
means such as the telephone, fax and similar transmission
media.
Article 12: Typesetting proofs, printing proofs and
other proofs
1. The principal shall be obliged to carefully examine any
typesetting proofs, printing proofs or other proofs received by
him from the supplier for errors and mistakes, irrespective of
the fact whether such proofs were received at the principal’s
request, and to return such proofs to the supplier expeditiously
after correction or approval.
2. The principal’s approval of the proofs shall be considered
to constitute recognition of the fact that the supplier has
correctly carried out the work preceding the proofs.
3. The supplier shall not be liable for any deviations, errors
and faults that remained unnoticed in the proofs that were
approved or corrected by the principal.
4. Each proof produced at the principal’s request shall be
charged in addition to the agreed price, unless it has been
expressly agreed that the costs of such proofs are included
in the price.
Article 13: Deviations
1. Deviations between, on the one hand, the work supplied
and, on the other hand, the original design, drawing, copy,
manuscript or model and the printing proofs, typesetting
proofs or other proofs respectively, cannot constitute a
ground for rejection, discount, the setting aside of the
contract or damages, if such deviations are of minor
importance.
2. In order to assess the question whether or not ny deviations
in the totality of the work are to be considered minor
deviations, a representative sample will be taken from
the work, unless it concerns individually determined items.
3. Deviations that do not reasonably have any influence or only
a minor influence on the useful value of the work, taking all
circumstances into account, shall always be deemed to be
deviations of minor importance.
4. Deliveries in excess or short of the number agreed shall be
allowed if such deliveries are not in excess or short of the
following percentages:
– number of copies up to 20,000: 10%
– number of copies in excess of 20,000: 5%
However, with regard to excess or short deliveries of packaging
printwork, labels and continuous forms a percentage of 10%
shall always be allowed. The number delivered in excess or
short of the agreed number shall be charged or deducted.
5. As regards the quality and gramme weight of paper and
cardboard, deviations of minor importance shall be considered
to be the deviations allowed under the tolerance standards
stated in the General Terms and Conditions of Sale of te
‘Vereniging van Papiergroothandelaren’ (Association of Paper
Merchants). The relevant terms and conditions are open for
inspection at the supplier’s office. The supplier shall send the
principal a free copy of these terms and conditions at the
latter’s request.
6. Deviations in the remaining materials and semi-manufactured
products used by the supplier that are allowed under the
general terms and conditions of sale applying to the delivery
of such materials and semi-manufactured products shall be
considered as deviations of minor importance. The relevant
terms and conditions are open for inspection at the supplier’s
office. The supplier shall send the principal a free copy of
these terms and conditions at the latter’s request.
Article 14: Contracts for an indefinite period of time;
periodic publications
1. A contract for the production of periodicals shall be deemed
to be a contract for an indefinite period of time and can only
be terminated by giving notice while observing a period of
notice, unless the contrary has been expressly agreed in
writing. Such a period of notice shall be one year if it concerns
a periodical appearing four times a year or more and 6 months
if it concerns a periodical appearing less often.
2. A periodical within the meaning of paragraph 1 of this article
shall be understood to mean a publication which is appearing
on a regular basis.
3. Production within the meaning of paragraph 1 of this article
shall also be understood to mean the production of semimanufactured
products or auxiliaries such as separate quires,
litho work and typesetting work as well as work connected
with the finishing and distribution of the publication.
4. A contract within the meaning of this article may only be
terminated by means of a letter sent by registered mail or
a letter with confirmation of receipt.
5. The provisions of this article may only be deviated from by
means of a written contract.
Article 15: Copyright, etc.
1. The principal guarantees towards the supplier that the
performance of the contract and in particular the reproduction
or publication of materials received from the principal such
as copy, manuscripts, type, models, drawings, photographs,
lithographs, films, data carriers, computer software, data files
etc. do not infringe any rights that third parties may enforce
under the Copyright Act 1912 (‘Auteurswet 1912’) or other
national, supranational or international regulations in the
area of copyright law, industrial ownership law or the law of
torts. The principal shall hold the supplier harmless, both in
law and otherwise, against all claims that any third parties
may have under the Act or regulations referred to above.
2. If any doubt arises or continues to exist as to the accuracy of
the rights claimed by third parties as referred to in paragraph
1 of this article, the supplier shall be entitled but not obliged
to suspend the performance of the contract until such time as
it has been irrevocably established in law that the supplier
will not infringe such rights by performing the contract. The
supplier shall subsequently still carry out the order within a
reasonable period of time.
3. Unless it has been expressly agreed to the contrary in writing,
the supplier shall always remain the party entitled to the
copyright that may arise on the works produced by him in
performing the contract, such as copy, manuscript, type,
design drawings, models, working and detail drawings, data
carriers, computer software, data files, photographs,
lithographs, films and similar means of production and aids,
even if the activities concerned are stated as a separate item
in the offer or on the invoice.
4. Neither the goods supplied or to be supplied by the supplier
according to his own design, such as copy, manuscripts, type,
design drawings, models, working and detail drawings, data
carriers, computer software, data files, photographs,
lithographs, films and similar means of production and aids
nor any part thereof forming an essential part of such design
may be reproduced within the scope of any production process
without the supplier’s written consent, even if or to the extent
that there is no copyright on or other statutory protection in
respect of the design thereof for the supplier.
5. After delivery by the supplier, the principal shall obtain the
non-exclusive right of use of the works within the meaning of
the Copyright Act 1912 or of the works within the meaning of
paragraph 4 of this article, produced by the supplier within
the scope of the contract. Such right of use shall be restricted
to the right to use the delivered goods in a normal manner
and shall expressly not include the use for the reproduction
of these works within the scope of any production proces.
Article 16: Ownership of means of production, etc.
1. All things produced by the supplier such as means of
production, semi-manufactured products and aids and in
particular type, design drawings, models, working and detail
drawings, data carriers, computer software, data files, photos,
lithos, cliches, films, micro and macro mountings, printing
plates, screen printing matrices, engraving cylinders,
stereotypes, punching knifes and moulds, (foil) matrices,
embossing plates and peripheral equipment shall remain
the property of the supplier, even if they have been stated as
separate items on the quotation, in the offer or on the invoice.
2. The supplier shall not be obliged to hand over the things
referred to in paragraph 1 to the principal.
3. The supplier shall not be obliged to keep the things referred to
in paragraph 1 of this article for the principal. If the supplier
and the principal agree that such things will be kept by the
supplier, this shall be for a period of one year at the most
and without the supplier guaranteeing their suitability for
repeated use.
Article 17: Ownership of the principal, lien
1. The supplier shall keep all things, entrusted to him by the
principal within the scope of the performance of the contract
with the care of a good keeper.
2. Notwithstanding the provisions of the previous paragraph of
this article, the principal shall bear all the risks connected with
the things referred to in paragraph 1 during the keeping
thereof. If insurance is desired, the principal shall take out
an insurance for this risk himself.
3. The principal shall be obliged to ensure that before delivering
copy, manuscripts, drawings, designs, photos or data carriers
to the supplier, a duplicate is made thereof. The principal
shall keep such duplicates in case the things supplied are lost
by the supplier during the keeping thereof or have become
unfit for use due to damage. In that case the principal shall
provide the supplier with a new copy at the latter’s request
against payment of the costs of the material.
4. The principal grants the supplier a lien on all things that are
brought within the power of the supplier within the scope of
the performance of the contract with the supplier, all this by
way of extra security for all that the principal may owe to the
supplier in whatever capacity or on whatever account,
including non-exigible and contingent debts.
Article 18: Materials and products delivered by the
principal
1. If the principal has agreed with the supplier to deliver
materials of products for imprinting of processing purposes,
the former shall ensure that this delivery takes place in a
manner that may be considered timely and proper for a
normal, planned production. The principal shall ask the
supplier for instructions in respect thereof.
2. In addition to te materials or products required for the
prestation agreed, the principal shall be obliged to deliver
a quantity for proofs, spoilage, etc. that may be deemed
reasonable for the processing work concerned. The principal
shall ask the supplier’s specification in respect thereof. The
principal shall see to it that the supplier receives a sufficient
quantity. The supplier’s confirmation of receipt of the
materials or products shall not imply acknowledgement that
a sufficient quantity or the quantity stated on the documents
relating to the carriage of the goods has been received.
3. The supplier shall not be obliged to examine the materials
or products received from the principal on their suitability
for printing or processing prior to such printing or processing.
4. The supplier cannot be held liable for failure to perform the
contract if this should be caused by extraordinary processing
problems or processing problems that could not reasonably be
foreseen by the supplier, and which are the result of the nature
of the materials or products supplied by the principal. The
supplier cannot be held liable for failure to perform the
contract either if this should be caused by deviations between
the sample originally shown to the supplier and the materials
or products subsequently delivered by the principal for the
publication.
5. The supplier shall not guarantee characteristics, such as
storage life, adherence, gloss, colour, light or colour fastness or
wear-resistance if the principal has failed to give information
as to the characteristics and nature of the materials and
products supplied by him at the latest at the time of concluding
the contract, and has failed to give sound information on the
pretreatment and surface treatments applied.
6. Unless it has expressly been agreed to the contrary, the
supplier cannot be held liable for the fact that the materials
and products received by him from the principal and to be
printed or processed by him have become unstuck, are sticking
together, have become soiled, have changed in gloss or colour
or for any damage caused to such materials and products if
these materials and products have been pretreated, inter alia,
by the application of varnish, lacquer or anti-stain powder.
7. The principal shall be obliged to point out to the supplier
any special difficulties or health risks during the printing or
processing proces of the materials and products supplied by
the principal.
8. The supplier shall be entitled to dispose of the left-overs of
the materials and products supplied by the principal, such as
offcuts, as if he were the owner. The principal shall, at the
supplier’s request, be obliged to collect any unused materials
and products as well as the left-overs referred to above
Article 19: Force majeure
1. Failure in the performance of the contract on the part of the
supplier cannot be imputed to the supplier if the latter cannot
be blamed for such a failure or if such a failure is not for his
account under the law, the contract or according to common
opinion.
2. Any failure on the part of the supplier in the performance of
the contract which is the result of war, mobilisation, riots,
disturbances, flooding, blocked shipping, other blocking of
transport, stagnation in or restriction or termination of
supplies by public utility companies, shortage of coal, gas,
petroleum products ot other means for the generation of
energy, fire, breakdown of machinery and other accidents,
strikes, lock-outs, actions by the trade unions, export
restrictions, other government measures, non-delivery of
necessary materials and semi-manufactured products, intent
or gross negligence on the part of persons whose services are
used and other similar circumstances shall be deemed to be
circumstances which cannot be imputed to the supplier and
shall not give the principal the right to set aside the contract
or the right to damages.
Article 20: Liability
1. The supplier’s liability on account of the contract with the
principal shall be limited to the amount that is in relation to
the price agreed according to criteria of reasonableness and
equity.
2. The supplier shall not be liable for damage/loss of whatsoever
nature arising from or subsequent upon the principal having
taken into use, processed, worked or delivered to third parties
the things produced or having caused same to be taken into
use, processed, worked or delivered to third parties after the
delivery thereof.
3. The supplier shall, furthermore, not be liable for damage in
the form of loss of turnover or loss of goodwill in the business
or profession of the principal.
4. Neither shall the supplier be liable for damage to materials or
products received from the principal which are to be printed,
processed or treated by the supplier, if the principal has failed
to give the supplier information as to the characteristics and
nature of the materials and products supplied by him at the
latest at the time of concluding the contract, and has failed
to give sound information on the pretreatment and surface
treatments applied.
5. If the supplier is held liable by a third party for any damage, for
which he is not liable under the contract with the principal or
the present terms and conditions of delivery, the principal
shall hold him fully harmless and reimburse the supplier in
full for all that the latter has to pay to such third party.
Article 21: Disputes; Board of Arbitration for
the printing industry
1. All disputes which may arise in respect of the contract between
the principal and the supplier or any further contracts entered
into between them, shall be decided by arbitration in
accordance with the rules and regulations of ‘Stichting
Scheidsgerecht voor de Grafische Industrie’, established at
Amstelveen, Startbaan 10 (P.O. Box 220, 1180 AE Amstelveen).
2. The settlement of disputes by means of arbitration as referred
to in the previous paragraph of this article shall only be
applicable if at least one of the parties was a member or
associate of the KVGO at the time of entering into the contract
and the principal amount of the claim to be instituted (not
being a counterclaim) is in excess of € 2,500.00.
3. A dispute shall exist when either of the parties states that
such is the case.
4. The arbitrators shall make an award as good men in accordance
with principles of equity, without being bound to the strict
rules of law.
Article 22: Governing law
The contract between the supplier and the principal shall be
governed by Dutch law.
In the event of any disputes on the interpretation of any of
the provisions of these terms and conditions, or any of the
provisions included in contracts to which these terms and
conditions apply, the Dutch text shall be conclusive.