General Terms and Conditions of The Gift Groothandel B.V.
1. Definitions
1.1. The Gift: the private company with limited liability The Gift Groothandel B.V., also acting under the name The Gift Outdoor Premiums, registered in the trade register of the Chamber of Commerce under number 34090280, with VAT number NL810305926B01, statutorily established in the municipality of Dijk en Waard and having its registered office in (1723 HX) Noord-Scharwoude at the Kokkel nr. 6, accessible via telephone number +31 (0)22 63 81 010 and e-mail address info@thegift.nl.
1.2. Purchaser: the other party, being a (legal) person acting in the context of profession or business and who enters into an Agreement with The Gift as well as who requests an offer from The Gift and who is sent an offer by The Gift.
1.3. Agreement: the binding Agreement between The Gift and The Client, in whatever form, as well as the amendment(s) and addition(s) thereto and any (further) assignment given/granted under the Agreement.
1.4. Written: the term “Written” also includes by email or other electronic medium.
1.2. Purchaser: the other party, being a (legal) person acting in the context of profession or business and who enters into an Agreement with The Gift as well as who requests an offer from The Gift and who is sent an offer by The Gift.
1.3. Agreement: the binding Agreement between The Gift and The Client, in whatever form, as well as the amendment(s) and addition(s) thereto and any (further) assignment given/granted under the Agreement.
1.4. Written: the term “Written” also includes by email or other electronic medium.
1.5. Product(s): the Products offered for sale by The Gift, including but not limited to products in the field of travel goods, home & deco, outdoor, sports, electronics and cosmetics, whether or not using a private label and/or sold under the (brand) names Norländer, JENS Living, KUMAI and/or BRAINZ.
1.6. General Terms and Conditions: the present General Terms and Conditions, applicable to the (legal) relationship of the Parties and filed with the Chamber of Commerce under number 34090280.
1.7. Party(ies): The Gift, Client or both Parties.
1.8. Website: the Websites operated by The Gift, being one or more webshops for the exclusive sale of Products by The Gift to its partners and/or Purchasers, including but not limited to www.thegift.nl.
1.6. General Terms and Conditions: the present General Terms and Conditions, applicable to the (legal) relationship of the Parties and filed with the Chamber of Commerce under number 34090280.
1.7. Party(ies): The Gift, Client or both Parties.
1.8. Website: the Websites operated by The Gift, being one or more webshops for the exclusive sale of Products by The Gift to its partners and/or Purchasers, including but not limited to www.thegift.nl.
2. Application
2.1. These General Terms and Conditions are applicable to all offers and quotations of The Gift, as well as to all Agreements to be concluded by The Gift and activities resulting therefrom, to the exclusion of the general terms and conditions of the Purchaser.
2.2. The conclusion of an Agreement, as described in article 4 of these General Terms and Conditions, implies that these General Terms and Conditions have been accepted by the Client.
2.3. Deviations from these General Terms and Conditions must be expressly agreed in writing. Deviations shall then only apply to the relevant offers and Agreements to which these General Terms and Conditions apply.
2.4. If The Gift does not always require strict observance of these General Terms and Conditions, this does not imply that these General Terms and Conditions are not applicable and/or that The Gift loses the right to require strict observance of these General Terms and Conditions in future cases, similar or otherwise.
2.5. The annulment and/or nullity of any provision of these General Terms and Conditions does not affect the validity of the remaining provisions of these General Terms and Conditions. The conflicting, invalid provision shall be deemed to have been replaced by a provision that does justice as much as possible to the intention and purport of the original provision.
2.1. These General Terms and Conditions are applicable to all offers and quotations of The Gift, as well as to all Agreements to be concluded by The Gift and activities resulting therefrom, to the exclusion of the general terms and conditions of the Purchaser.
2.2. The conclusion of an Agreement, as described in article 4 of these General Terms and Conditions, implies that these General Terms and Conditions have been accepted by the Client.
2.3. Deviations from these General Terms and Conditions must be expressly agreed in writing. Deviations shall then only apply to the relevant offers and Agreements to which these General Terms and Conditions apply.
2.4. If The Gift does not always require strict observance of these General Terms and Conditions, this does not imply that these General Terms and Conditions are not applicable and/or that The Gift loses the right to require strict observance of these General Terms and Conditions in future cases, similar or otherwise.
2.5. The annulment and/or nullity of any provision of these General Terms and Conditions does not affect the validity of the remaining provisions of these General Terms and Conditions. The conflicting, invalid provision shall be deemed to have been replaced by a provision that does justice as much as possible to the intention and purport of the original provision.
2.6. General terms and conditions of the Purchaser are expressly not accepted by The Gift unless expressly agreed to in Writing with The Gift.
2.7. These General Terms and Conditions are made available to the Client prior to the conclusion of the Agreement and can also be consulted at all times via the Website. The General Terms and Conditions will be sent free of charge upon request.
2.7. These General Terms and Conditions are made available to the Client prior to the conclusion of the Agreement and can also be consulted at all times via the Website. The General Terms and Conditions will be sent free of charge upon request.
3. Offers and quotations
3.1. All offers and quotations of The Gift are always without obligation, unless explicitly stated otherwise In Writing, or if they contain a term for acceptance. If an offer or quotation contains an acceptance term then the offer or quotation expires in any case as soon as this term has expired.
3.2. Every offer of The Gift is valid as long as Products are in stock. Offers do not apply to future orders or repeat orders.
3.3. If an offer or quotation contains an offer without obligation and is accepted by the Purchaser, The Gift has the right to revoke the offer within three (3) days after receipt of the acceptance.
3.1. All offers and quotations of The Gift are always without obligation, unless explicitly stated otherwise In Writing, or if they contain a term for acceptance. If an offer or quotation contains an acceptance term then the offer or quotation expires in any case as soon as this term has expired.
3.2. Every offer of The Gift is valid as long as Products are in stock. Offers do not apply to future orders or repeat orders.
3.3. If an offer or quotation contains an offer without obligation and is accepted by the Purchaser, The Gift has the right to revoke the offer within three (3) days after receipt of the acceptance.
3.4. If an acceptance by the Purchaser, whether or not on minor points, deviates from the offer made by The Gift then The Gift is not bound by it. The Agreement will then not be established in accordance with this deviating acceptance, unless The Gift indicates otherwise in writing.
3.5. The Gift is not bound by an offer if the Purchaser could reasonably have expected or should have understood that the offer contains an obvious mistake or clerical error. The Purchaser cannot derive any rights from this mistake or clerical error and The Gift is therefore not obliged to execute the offer or order, nor is it obliged to compensate any damage and/or loss suffered by the Purchaser.
3.6. A compound quotation does not oblige The Gift to deliver a part of the Products included in the quotation against a corresponding part of the quoted price.
3.5. The Gift is not bound by an offer if the Purchaser could reasonably have expected or should have understood that the offer contains an obvious mistake or clerical error. The Purchaser cannot derive any rights from this mistake or clerical error and The Gift is therefore not obliged to execute the offer or order, nor is it obliged to compensate any damage and/or loss suffered by the Purchaser.
3.6. A compound quotation does not oblige The Gift to deliver a part of the Products included in the quotation against a corresponding part of the quoted price.
3.7. Verbal offers and quotations cannot be binding unless subsequently confirmed by The Gift In Writing, whether by invoicing or otherwise.
3.8. All information, quantities, compositions, formats, dosages, weights, prices, images, drawings, announcements and other statements (whether in writing, orally, by telephone or otherwise) provided by The Gift are made known with the greatest possible care, without however guaranteeing by or on behalf of The Gift that no deviations can or will occur. Should these unexpectedly occur then they do not bind The Gift in any case.
3.8. All information, quantities, compositions, formats, dosages, weights, prices, images, drawings, announcements and other statements (whether in writing, orally, by telephone or otherwise) provided by The Gift are made known with the greatest possible care, without however guaranteeing by or on behalf of The Gift that no deviations can or will occur. Should these unexpectedly occur then they do not bind The Gift in any case.
4. Agreements
4.1. An Agreement comes into being only by confirmation and acceptance by The Gift or if The Gift has expressly started the execution of the Agreement.
4.2. Parties explicitly agree that also by using electronic communication forms a valid Agreement can be established. The absence of a signature does not affect the binding force of the offer and its acceptance.
4.3. A deviation or amendment of the Agreement only binds The Gift if this has been agreed upon in writing between Parties.
4.4. If the Agreement is amended then The Gift will indicate to what extent the amendment or supplement to the Agreement will affect the initially quoted price. In doing so The Gift will try, as far as possible, to give a price quotation in advance.
4.5. If the Purchaser means several (legal) persons, they are all jointly and severally liable for the performance of the Agreement. Should the Agreement on behalf of
4.1. An Agreement comes into being only by confirmation and acceptance by The Gift or if The Gift has expressly started the execution of the Agreement.
4.2. Parties explicitly agree that also by using electronic communication forms a valid Agreement can be established. The absence of a signature does not affect the binding force of the offer and its acceptance.
4.3. A deviation or amendment of the Agreement only binds The Gift if this has been agreed upon in writing between Parties.
4.4. If the Agreement is amended then The Gift will indicate to what extent the amendment or supplement to the Agreement will affect the initially quoted price. In doing so The Gift will try, as far as possible, to give a price quotation in advance.
4.5. If the Purchaser means several (legal) persons, they are all jointly and severally liable for the performance of the Agreement. Should the Agreement on behalf of
Customer are concluded by a third party, then this third party guarantees that the Customer has accepted these General
General Conditions, failing which the third party shall be bound by these General Conditions as if it were the Customer itself.
4.6. The Gift is entitled to engage third parties for the execution of the Agreement.
4.7. Except with the express written consent of The Gift the Purchaser is prohibited from transferring rights or obligations under the Agreement to third parties.
4.8. The Gift is authorized to refuse a request to enter into an Agreement for reasons of its own, in whole or in part, or to suspend the performance of Agreements already in progress. This authority may be invoked inter alia because of the content, nature, scope or form of such a request, as well as technical objections, refusal of (advance) payment or conflict of the request with the interests of The Gift or third parties including other customers.
General Conditions, failing which the third party shall be bound by these General Conditions as if it were the Customer itself.
4.6. The Gift is entitled to engage third parties for the execution of the Agreement.
4.7. Except with the express written consent of The Gift the Purchaser is prohibited from transferring rights or obligations under the Agreement to third parties.
4.8. The Gift is authorized to refuse a request to enter into an Agreement for reasons of its own, in whole or in part, or to suspend the performance of Agreements already in progress. This authority may be invoked inter alia because of the content, nature, scope or form of such a request, as well as technical objections, refusal of (advance) payment or conflict of the request with the interests of The Gift or third parties including other customers.
4.9. As an extension of paragraph 8 of this article, The Gift can and is entitled, within the legal frameworks, to check whether the Purchaser can meet its payment obligations resulting from the Agreement to be concluded, as well as to check all facts and factors that are important for a responsible conclusion of the Agreement with the Purchaser. If on the basis of this investigation The Gift has good grounds not to enter into the Agreement, it is entitled to refuse an order or offer to enter into an Agreement or to attach specific conditions to the execution, while giving reasons.
4.10. The Client cannot invoke an Agreement, if before or during the execution of the Agreement it appears that the information provided by the Client regarding species, numbers, compositions, formats, weights and dosages are incorrect or incomplete. In such case The Gift reserves the right not to execute the Agreement or not to continue its execution. In that case The Gift can never be held liable for any compensation of damages of the Purchaser, without prejudice to the right and the possibility of The Gift to claim compensation of damages from the Purchaser or to still execute the Agreement at a higher price than agreed upon, which payment the Purchaser is then obliged to make.
4.10. The Client cannot invoke an Agreement, if before or during the execution of the Agreement it appears that the information provided by the Client regarding species, numbers, compositions, formats, weights and dosages are incorrect or incomplete. In such case The Gift reserves the right not to execute the Agreement or not to continue its execution. In that case The Gift can never be held liable for any compensation of damages of the Purchaser, without prejudice to the right and the possibility of The Gift to claim compensation of damages from the Purchaser or to still execute the Agreement at a higher price than agreed upon, which payment the Purchaser is then obliged to make.
4.11. Cancellation of an Agreement by the Buyer is not possible unless The Gift has agreed thereto In Writing. If and insofar as The Gift agrees in Writing to a cancellation of the Agreement, this will at least be subject to the condition that the Client pays cancellation costs, consisting of an amount of 50% of the invoice amount involved in the Agreement if the cancellation concerns the sale delivery and acceptance of Products from the standard assortment of The Gift and the full (i.e. 100% of the) invoice amount if the cancellation relates to the sale, delivery and acceptance of Products not belonging to the standard assortment of The Gift (including Products printed on name and/or specifically intended for the Purchaser (private label)).
5. Execution of the Agreement
5.1. If during the execution of the Agreement it appears that for a proper execution thereof by The Gift it is necessary to modify and/or supplement the Agreement, then The Gift will inform Client thereof as soon as possible. Parties will then timely and in mutual consultation proceed to adapt the Agreement.
5.2. If Parties agree that the Agreement will be amended and/or supplemented, the time of completion of the performance may be affected as a result. In that case The Gift will inform Client thereof as soon as possible.
5.3. If an amendment and/or addition to the Agreement will have financial or other (quantitative and/or qualitative) consequences, The Gift will inform the Client thereof in advance.
5.1. If during the execution of the Agreement it appears that for a proper execution thereof by The Gift it is necessary to modify and/or supplement the Agreement, then The Gift will inform Client thereof as soon as possible. Parties will then timely and in mutual consultation proceed to adapt the Agreement.
5.2. If Parties agree that the Agreement will be amended and/or supplemented, the time of completion of the performance may be affected as a result. In that case The Gift will inform Client thereof as soon as possible.
5.3. If an amendment and/or addition to the Agreement will have financial or other (quantitative and/or qualitative) consequences, The Gift will inform the Client thereof in advance.
5.4. The Client shall timely provide all information or instructions which are necessary for The Gift to perform its obligations under the Agreement. The Client must also timely provide all information or instructions which the Client should reasonably understand are necessary for The Gift to perform its obligations under the Agreement. If the Purchaser fails to provide such information or instructions or fails to do so on time, The Gift has the right to suspend the performance of the Agreement. Any extra costs resulting from the delay caused by this will be entirely borne by the Purchaser.
6. Prices and price changes.
6.1. All prices used by The Gift are in euros (€) and are exclusive of sales tax and other government levies and increases, unless explicitly stated otherwise. A minimum order amount of € 500 (in words: five hundred euros) per order applies.
6.2. The prices used by The Gift are based on cost price factors as applicable on the date of the offer.
6.3. If one of the cost price determining factors (such as for example, but not exclusively, purchase prices, raw material costs, freight costs, energy costs, tax rates, import and export levies or foreign currency exchange rate changes) of a Product changes in the period between the date of the offer and the date of delivery, The Gift has the right to adjust the agreed price accordingly. If The Gift increases the offered prices within a period of three (3) months after the conclusion of the Agreement, the Purchaser is entitled to dissolve the Agreement in whole or in part without The Gift being liable for any damages.
6.4. If The Gift offers Products whose prices are subject to fluctuations in the financial market and on which The Gift has no influence, it may offer these Products with variable prices. This connection to fluctuations and the fact that any prices mentioned are target prices are mentioned in the offer.
6.1. All prices used by The Gift are in euros (€) and are exclusive of sales tax and other government levies and increases, unless explicitly stated otherwise. A minimum order amount of € 500 (in words: five hundred euros) per order applies.
6.2. The prices used by The Gift are based on cost price factors as applicable on the date of the offer.
6.3. If one of the cost price determining factors (such as for example, but not exclusively, purchase prices, raw material costs, freight costs, energy costs, tax rates, import and export levies or foreign currency exchange rate changes) of a Product changes in the period between the date of the offer and the date of delivery, The Gift has the right to adjust the agreed price accordingly. If The Gift increases the offered prices within a period of three (3) months after the conclusion of the Agreement, the Purchaser is entitled to dissolve the Agreement in whole or in part without The Gift being liable for any damages.
6.4. If The Gift offers Products whose prices are subject to fluctuations in the financial market and on which The Gift has no influence, it may offer these Products with variable prices. This connection to fluctuations and the fact that any prices mentioned are target prices are mentioned in the offer.
6.5. The Gift reserves the right at any time to modify, discontinue and/or replace the sale of (certain) Products (or any part or content thereof) with other Products without prior notice. The Gift is not liable to the Purchaser or to third parties for any modification, price change, suspension, discontinuation and/or replacement of Products.
6.6. In connection with the costs for The Gift arising from prompt processing and delivery of orders and/or Products, The Gift reserves the right to charge a monthly surcharge to Purchasers who continuously place small orders or wish to be delivered at times that deviate from normal working hours, provided that the Purchaser concerned has been notified in writing in advance.
6.7. Obvious (writing and/or manipulation) errors in the quotation, such as obvious inaccuracies, can also be corrected by The Gift after the conclusion of the Agreement.
6.6. In connection with the costs for The Gift arising from prompt processing and delivery of orders and/or Products, The Gift reserves the right to charge a monthly surcharge to Purchasers who continuously place small orders or wish to be delivered at times that deviate from normal working hours, provided that the Purchaser concerned has been notified in writing in advance.
6.7. Obvious (writing and/or manipulation) errors in the quotation, such as obvious inaccuracies, can also be corrected by The Gift after the conclusion of the Agreement.
6.8. Unless expressly stated otherwise, delivery costs for the delivery of Products are not included in the price. Special rates apply for delivery outside the Netherlands. The Gift specifies the costs of delivery, which are for the account of the Purchaser, to the Purchaser at the conclusion of the Agreement and these costs may vary per day, per order, per weight, per transport method and per order size.
6.9. With respect to certain payment methods, further conditions may apply with respect to the delivery method and associated costs. This will be communicated to the Customer.
7. Payments
7.1. The amounts payable under the Agreement by Client to The Gift will be charged by means of an invoice. Payment will be made in Euros (€) and within the payment term stated in the Agreement, being the fatal payment term. If no payment term is included in the Agreement, payment must be made within fourteen (14) days after the invoice date, being the fatal payment term.
7.2. The Gift may under certain conditions grant the Customer the right to purchase Products on credit.
7.3. The Purchaser cannot invoke any right of discount, suspension or withholding. Compensation by the Purchaser is only allowed if The Gift has acknowledged The Purchaser's claim In Writing. The Gift is always entitled to set off what is receivable from the Purchaser, whether or not due and payable or subject to conditions, against any counterclaim of the Purchaser on The Gift, whether due and payable or not.
7.4. In case the claim of The Gift on the Purchaser is not yet due and payable, The Gift will not make use of its right of set off, unless the counterclaim of the Purchaser is seized or otherwise recovered, a limited right in rem is established thereon or the Purchaser transfers its counterclaim under a special title. If possible, The Gift will inform Purchaser in advance of the use of its right of set-off.
7.5. The customer is at all times and irrespective of the agreed payment conditions, obliged at the first request of The Gift to provide security for the payment of the amounts to be paid to The Gift under the Agreement. The security offered will have to be such, that the claim with any interest and costs falling thereon is properly covered and that The Gift will be able to recover it without difficulty. Any later insufficient security will have to be supplemented to sufficient security at the first request of The Gift. If the Purchaser has not complied with a request as referred to in this paragraph within fourteen (14) days after a demand to that effect, all obligations of the Purchaser will become immediately due and payable.
7.6. Payments, regardless of the appointment, shall first be deemed to have been made in settlement of the interest and costs that have fallen due, and subsequently in settlement of the oldest, outstanding invoice.
7.7. If the deadline for payment is exceeded Client is in default by operation of law and thereafter owes contractual interest of 1.5% per month (cumulative) over the amount due, whereby each month that has elapsed counts as a full month, without prejudice to the other rights that The Gift may enforce against Client due to non-payment or late payment. In the event the statutory interest rate is higher than the aforementioned percentage, the Purchaser owes the statutory interest, whereby each month that has passed is considered a full month.7.8. De Gift is gerechtigd en bevoegd om, wanneer zich een situatie van verzuim voordoet, de uitvoering van de Overeenkomst onmiddellijk op te schorten en te staken totdat de Afnemer volledig aan zijn uitstaande financiële verplichtingen heeft voldaan.
7.9. Indien The Gift genoodzaakt is afstand te doen van haar vordering, dan komen, naast haar verdere vorderingen tot schadevergoeding, alle daaraan verbonden kosten voor rekening van de Afnemer, zowel de gerechtelijke als de buitengerechtelijke, welke laatste worden vastgesteld op 15% van het te vorderen bedrag, met een minimum van € 750,-. Onder het te vorderen bedrag wordt in dit geval verstaan het totaal van de openstaande factuurbedragen vermeerderd met de verschuldigde (contractuele) rente.
7.10. Ingeval van niet tijdige betaling, liquidatie, faillissement of surséance van betaling van Afnemer worden alle betalingsverplichtingen van Afnemer, zonder dat enige rechterlijke tussenkomst vereist zal zijn, onmiddellijk opeisbaar, ongeacht of The Gift hiervoor reeds heeft gefactureerd of voorfinanciering heeft plaatsgevonden en is The Gift bevoegd de verdere uitvoering van de Overeenkomst op te schorten dan wel tot ontbinding van de Overeenkomst over te gaan, een en ander onverminderd het recht van The Gift om schadevergoeding van Afnemer te vorderen.
8. Delivery
8.1. A delivery time stated by The Gift is based on the circumstances prevailing at the time of the conclusion of the Agreement and, insofar as it depends on the performance of third parties, on the information provided by those third parties to The Gift. The delivery time will be observed by The Gift as much as possible. However, delivery times stated by The Gift are only indicative and should never be regarded as deadlines. If the delivery time is exceeded, the Client is not entitled to any damages.
8.2. The Gift may state further information regarding the delivery times on the Website or in writing in any other manner or orally upon request. Such information is only indicative.
8.1. A delivery time stated by The Gift is based on the circumstances prevailing at the time of the conclusion of the Agreement and, insofar as it depends on the performance of third parties, on the information provided by those third parties to The Gift. The delivery time will be observed by The Gift as much as possible. However, delivery times stated by The Gift are only indicative and should never be regarded as deadlines. If the delivery time is exceeded, the Client is not entitled to any damages.
8.2. The Gift may state further information regarding the delivery times on the Website or in writing in any other manner or orally upon request. Such information is only indicative.
8.3. The delivery of the Products takes place - unless explicitly agreed otherwise - in accordance with the CPT Incoterms® rule, according to which the risk of the Products passes to the Client as soon as The Gift hands over the Products to its carrier at its business premises or at another agreed place of loading. The delivery period commences on the day of the conclusion of the Agreement or, in so far as the following occurs later, on the day on which an agreed down payment has been made in full or information relevant for the execution of the Agreement to be provided by the Purchaser has been received. In order to proceed with the delivery of Products, the Customer may be contacted to verify the correctness of the order. This may cause some delay in delivery.
8.4. In case of untimely delivery The Gift must be given notice of default in writing and The Gift must be granted a period of at least fourteen (14) calendar days to still fulfill its delivery obligation, unless reasonableness and fairness under the circumstances justify a longer period.
8.4. In case of untimely delivery The Gift must be given notice of default in writing and The Gift must be granted a period of at least fourteen (14) calendar days to still fulfill its delivery obligation, unless reasonableness and fairness under the circumstances justify a longer period.
8.5. The Customer is obliged to take delivery of the Products purchased at the time of delivery, or at the time they are delivered to the Customer. The Customer must furthermore ensure sufficient loading and unloading facilities and the shortest possible waiting period for the delivery of Products. If the Purchaser refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the Purchaser will owe all additional costs to The Gift.
8.6. The Gift is not obliged to redeliver previously delivered Products if such Products have been withdrawn from the production or sales program of The Gift.
8.7. The Gift is authorized to make partial deliveries. Each partial delivery shall be considered and treated as a separate delivery with all legal consequences attached thereto.
8.6. The Gift is not obliged to redeliver previously delivered Products if such Products have been withdrawn from the production or sales program of The Gift.
8.7. The Gift is authorized to make partial deliveries. Each partial delivery shall be considered and treated as a separate delivery with all legal consequences attached thereto.
8.8. The Gift reserves the right to charge freight costs to the Client if delivery of the Products takes place outside the usual days of delivery of The Gift. The forwarding costs to be incurred by The Gift in that case will be charged by The Gift to the Client.
8.9. All designs, clichés, moulds etc., whether or not on request of the Client by or on behalf of The Gift, even if they are or will be charged in full or in part to the Client, remain the property of The Gift. The costs of designs, clichés, moulds etc. made for the benefit of a quotation requested by the Client can be charged to the Client by The Gift.
8.10. The method of packaging, shipment and the choice of packaging material will be determined by The Gift. Empty packaging, unless otherwise agreed in Writing, will not be taken back by
The Gift.
Purchaser must comply with the provisions as included and described in article 13 of these General Terms and Conditions.
8.9. All designs, clichés, moulds etc., whether or not on request of the Client by or on behalf of The Gift, even if they are or will be charged in full or in part to the Client, remain the property of The Gift. The costs of designs, clichés, moulds etc. made for the benefit of a quotation requested by the Client can be charged to the Client by The Gift.
8.10. The method of packaging, shipment and the choice of packaging material will be determined by The Gift. Empty packaging, unless otherwise agreed in Writing, will not be taken back by
The Gift.
Purchaser must comply with the provisions as included and described in article 13 of these General Terms and Conditions.
9. Retention of title and pledge
9.1. The Gift remains owner of all Products delivered by it as long as the Purchaser has not fully complied with all its obligations under the Agreement, in particular its payment obligations, including interest and costs.
9.2. The Gift has at all times the right to take back or have taken back the Products it has delivered. The client authorises The Gift or third parties engaged by it to enter the business premises and other buildings where the delivered Products are stored and/or placed and to do or refrain from doing anything which is or may be conducive to the repossession of the delivered Products, all this under penalty of forfeiture of an immediately and without further notice of default payable fine of € 1,000.00 (in words: one thousand euros) per day that it remains in default hereof.
9.1. The Gift remains owner of all Products delivered by it as long as the Purchaser has not fully complied with all its obligations under the Agreement, in particular its payment obligations, including interest and costs.
9.2. The Gift has at all times the right to take back or have taken back the Products it has delivered. The client authorises The Gift or third parties engaged by it to enter the business premises and other buildings where the delivered Products are stored and/or placed and to do or refrain from doing anything which is or may be conducive to the repossession of the delivered Products, all this under penalty of forfeiture of an immediately and without further notice of default payable fine of € 1,000.00 (in words: one thousand euros) per day that it remains in default hereof.
9.3. The Purchaser is not allowed to exercise any rights on Products that are subject to retention of title pursuant to this article, such as encumbering, reselling, alienating, renting out, giving in use, pledging or otherwise encumbering the Products. The Purchaser is furthermore obliged to immediately inform The Gift In Writing if third parties wish to assert rights on Products subject to retention of title pursuant to this article.
9.4. The Purchaser is obliged at the first request of The Gift:
I. to insure and keep insured the Products subject to a retention of title under this article against fire, explosion and water damage as well as against theft and loss and to submit the relevant policy or policies of these insurance policies to The Gift for inspection;
II. to pledge all claims of the Purchaser on insurers with regard to the Products delivered by The Gift on which a retention of title rests pursuant to this article to The Gift in the manner prescribed in article 3:239 of the Dutch Civil Code;
9.4. The Purchaser is obliged at the first request of The Gift:
I. to insure and keep insured the Products subject to a retention of title under this article against fire, explosion and water damage as well as against theft and loss and to submit the relevant policy or policies of these insurance policies to The Gift for inspection;
II. to pledge all claims of the Purchaser on insurers with regard to the Products delivered by The Gift on which a retention of title rests pursuant to this article to The Gift in the manner prescribed in article 3:239 of the Dutch Civil Code;
III. to pledge to The Gift, in the manner prescribed in article 3:239 of the Dutch Civil Code, the claims that the Purchaser acquires against the Purchasers when reselling the Products delivered by The Gift that are subject to a retention of title pursuant to this article;
IV. to mark and indicate as such the Products delivered by The Gift on which under this article a retention of title rests;
V. In case of seizure, (temporary) suspension of payment or bankruptcy, immediately point out the (ownership) rights of The Gift to the seizing bailiff, administrator or trustee;
VI. to cooperate in any other way to all reasonable measures which The Gift wishes to take for the protection and safeguarding of its property rights with respect to the Products it has delivered under retention of title, all this under penalty of forfeiture of an immediately and without further notice of default payable fine of € 1,000.00 (in words: one thousand euros) per day that it remains in default.
IV. to mark and indicate as such the Products delivered by The Gift on which under this article a retention of title rests;
V. In case of seizure, (temporary) suspension of payment or bankruptcy, immediately point out the (ownership) rights of The Gift to the seizing bailiff, administrator or trustee;
VI. to cooperate in any other way to all reasonable measures which The Gift wishes to take for the protection and safeguarding of its property rights with respect to the Products it has delivered under retention of title, all this under penalty of forfeiture of an immediately and without further notice of default payable fine of € 1,000.00 (in words: one thousand euros) per day that it remains in default.
9.5. If The Gift cannot invoke its retention of title because the Products delivered by it have unexpectedly been mixed, deformed or copied, the Purchaser is obliged to pledge the newly formed Products to The Gift, such under penalty of an immediately and without further notice of default payable fine of € 1,000.00 (in words: one thousand euros) per day that it remains in default hereof.
10. Research and advertising
10.1. The Gift will make every effort to ensure that the Products to be delivered meet the reasonable requirements. Samples or models of Products, whether or not shown or provided in catalogs or electronically, are for indicative purposes only, without it being necessary for the Product to comply with them.
10.2. The Client is obliged, immediately after the execution of the Agreement, to thoroughly inspect the Products delivered by The Gift on faults and defects and in the presence thereof to inform The Gift in writing immediately but at the latest within three (3) working days after delivery. The Purchaser must at least examine the Products upon delivery for, inter alia, the following points:
I. whether the correct Products have been delivered;
II. whether the Products delivered correspond in quantity and number to what has been agreed between the Parties;
III. whether the Products delivered meet the requirements that may be set for normal use and/or commercial purposes.
10.3. The Purchaser must state errors and defects on the delivery note, waybill or any other transport document and also report these in writing to The Gift afterwards. If the Purchaser does not report faults and defects in Writing to The Gift within three (3) working days after the time of delivery, which could or should have been noticed upon thorough investigation, the Purchaser is deemed to agree with the condition in which the Products have been delivered as mentioned above and the right to complain lapses.
10.4. Complaints about invoices must be reported In Writing to The Gift within seven (7) days after the invoice date under penalty of forfeiture of all claims and rights of the Buyer.
II. whether the Products delivered correspond in quantity and number to what has been agreed between the Parties;
III. whether the Products delivered meet the requirements that may be set for normal use and/or commercial purposes.
10.3. The Purchaser must state errors and defects on the delivery note, waybill or any other transport document and also report these in writing to The Gift afterwards. If the Purchaser does not report faults and defects in Writing to The Gift within three (3) working days after the time of delivery, which could or should have been noticed upon thorough investigation, the Purchaser is deemed to agree with the condition in which the Products have been delivered as mentioned above and the right to complain lapses.
10.4. Complaints about invoices must be reported In Writing to The Gift within seven (7) days after the invoice date under penalty of forfeiture of all claims and rights of the Buyer.
10.5. The Products delivered by The Gift are in any case deemed to be sound if the Purchaser has put the delivered Product or part of the delivered Product to use, has treated or processed it, has delivered it to third parties, or has had it put into use, the shelf life of the Product in question has expired at the time a complaint is lodged, has had it treated or processed or has had it delivered to third parties, unless the Purchaser has observed the provisions of this article.
10.6. The Products delivered by The Gift to which complaints relate must remain available for assessment by The Gift in the condition such Products were in at the time the defects were discovered.
10.6. The Products delivered by The Gift to which complaints relate must remain available for assessment by The Gift in the condition such Products were in at the time the defects were discovered.
10.7. After complaints in accordance with article 10 paragraph 2 have reached The Gift, The Gift will investigate the merits of the complaint(s) as soon as possible. The Purchaser should allow representatives of The Gift to investigate the Products concerned. Following this investigation The Gift will decide whether the complaint is founded. If the complaint is founded, The Gift has the option to replace the Products or credit the Purchaser for an amount equal to the price owed by the Purchaser for the Products concerned. If The Gift and the Purchaser do not reach an agreement on the merits of the complaint, the decision on this matter will be left to an expert to be appointed by Parties in joint consultation.
10.8. As an extension of what is stipulated in article 10 paragraph 7, in case of complaints regarding Products delivered per packaging The Gift cannot be obliged to credit the price owed by the Purchaser for the Products delivered per packaging if the whole or a part of the Products delivered per packaging has been used by the Purchaser. The decision of the expert is binding. The costs of this expert examination
shall be borne by the Party ruled against by the expert.
The Gift will notify Purchaser In Writing, that it wishes to make use of this expert examination. The Purchaser then has the right, during a period of one (1) month, to nevertheless apply to the court competent according to these General Terms and Conditions in respect of this dispute.
10.9. Return shipments of delivered Products are only allowed if express Written consent has been obtained from The Gift. Return consignments sent without permission of The Gift will be held by The Gift at the expense and risk of the Purchaser.
shall be borne by the Party ruled against by the expert.
The Gift will notify Purchaser In Writing, that it wishes to make use of this expert examination. The Purchaser then has the right, during a period of one (1) month, to nevertheless apply to the court competent according to these General Terms and Conditions in respect of this dispute.
10.9. Return shipments of delivered Products are only allowed if express Written consent has been obtained from The Gift. Return consignments sent without permission of The Gift will be held by The Gift at the expense and risk of the Purchaser.
10.10. If the period of three (3) working days referred to in the second and third paragraphs of this article must, according to standards of reasonableness and fairness, be considered unacceptably short even for a careful and alert Purchaser, this period will be extended until, at the latest, the first moment on which the investigation respectively the notification of The Gift is reasonably possible for the Purchaser. In such case the Buyer must report the complaint to The Gift in Writing, stating reasons and stating the invoice details, within fourteen (14) days after delivery of the Products, or at least after observation was reasonably possible, under penalty of forfeiting the right to complain.
11. Tolerances
11.1. For the Products delivered by The Gift in relation to the agreed specifications, the deviations mentioned below are permissible both upwards and downwards. The yardstick is the average of the total quantity delivered in a type, quality, colour and design. For specifications other than those listed below, the deviation allowed in previous deliveries and, failing this, the usual deviations are permissible.
11.2. Notwithstanding the provisions of this paragraph, with regard to deviations in colour it applies that The Gift has performed properly if these deviations are of minor importance. The Gift accepts no liability for the supply of incorrect colour numbers by the Client. If it concerns an order whereby a colour must be created, which does not occur in the PMS colour system or another colour recognition system, the Client should describe the desired colour as accurately as possible. In that case, The Gift will approximate the colour desired by the Buyer as much as possible. Colours supplied on paper or plastic may, if applied to another material, give a different colour image which may create the impression
that the colour applied to the other material is the same as the sample provided by the Buyer to The Gift, or the colour number made known by the Buyer.
11.3. With regard to quantity, The Gift has performed properly if deviations in quantities do not exceed 20% above or below the agreed quantity. Invoicing takes place on the basis of the actually delivered quantity.
11.4. With regard to gram weights, thickness, formats etc., The Gift has performed properly if deviations in the above specifications do not exceed 10% (gram weights), 20% (thickness) and 5% (formats) respectively with respect to the agreed specification.
12. Warranty
12.1. For Products or parts of Products, which The Gift does not manufacture itself, The Gift only provides guarantee, if and insofar as the supplier of The Gift has provided guarantee to The Gift. At the request of the Purchaser, The Gift can inform the Purchaser of the guarantee provisions of The Gift's suppliers.
12.2. The Gift's liability under the guarantee is limited to replacing the faulty Products or refunding the amount invoiced for these faulty Products, all this always at The Gift's discretion.
12.3. In any case not covered by the guarantee are those defects which are entirely or partially the result of:
I. non-observance of operating, maintenance and storage instructions, or other than the foreseen normal use;
II. normal wear and tear;
III. application of any government regulation regarding the nature and quality of the materials used;
12.1. For Products or parts of Products, which The Gift does not manufacture itself, The Gift only provides guarantee, if and insofar as the supplier of The Gift has provided guarantee to The Gift. At the request of the Purchaser, The Gift can inform the Purchaser of the guarantee provisions of The Gift's suppliers.
12.2. The Gift's liability under the guarantee is limited to replacing the faulty Products or refunding the amount invoiced for these faulty Products, all this always at The Gift's discretion.
12.3. In any case not covered by the guarantee are those defects which are entirely or partially the result of:
I. non-observance of operating, maintenance and storage instructions, or other than the foreseen normal use;
II. normal wear and tear;
III. application of any government regulation regarding the nature and quality of the materials used;
IV. materials or items provided by Purchaser to The Gift for processing;
V. materials, matters, working methods and constructions insofar as applied on the express instruction of the Purchaser;
VI. Products obtained by The Gift from third parties, insofar as the third parties have not provided a guarantee to The Gift;
VII. improper use or use for any other purpose that is customary.
12.4. If the Purchaser falls short in complying with its obligations under the Agreement(s) concluded with The Gift, The Gift is not liable to any guarantee with respect to such Agreement(s).
12.5. Alleged non-fulfilment by The Gift of its warranty obligations does not relieve the Purchaser of its obligations under the Agreement with The Gift.
13. Waste packaging fund
13.1. In case The Gift has sold and delivered Products commissioned by and for the benefit of the Client, whereby The Gift has made use, in the broadest sense of the word, of packaging materials of the Client (private label), the Client itself is at all times obliged and obliged to report this to the Dutch Waste Fund for Packaging (see: https://www.afvalfondsverpakkingen.nl/nl) and, as an extension thereof, to take care of remittance of the relevant waste management levy.
13.2. The Gift will provide the Purchaser with an annual statement indicating the quantity of delivered packaging.
13.3. The Gift can never be held liable in case the Purchaser violates one or more of its obligations towards the packaging waste fund and, as an extension thereof, the Purchaser indemnifies The Gift against all claims from any other party, explicitly including the packaging waste fund and the government, which may arise due to the Purchaser's failure to comply or comply properly with an obligation concerning the packaging waste fund and the waste management levy.
13.3. The Gift can never be held liable in case the Purchaser violates one or more of its obligations towards the packaging waste fund and, as an extension thereof, the Purchaser indemnifies The Gift against all claims from any other party, explicitly including the packaging waste fund and the government, which may arise due to the Purchaser's failure to comply or comply properly with an obligation concerning the packaging waste fund and the waste management levy.
14. Suspension of the Agreement
14.1. If the Customer fails to fulfil an obligation under the Agreement, or fails to do so in full or in a timely manner, The Gift is entitled to suspend the fulfilment of its obligations.
14.2. The Gift is further authorised to suspend the fulfilment of its obligations under the Agreement (among others) if:
I. after the conclusion of the Agreement The Gift has become aware of circumstances which give good reason to fear that the Client will not, not completely or not timely fulfil its obligations under the Agreement;
II. Upon entering into the Agreement The Client has been requested to provide security for the fulfilment of its obligation(s) under the Agreement and such security is not provided or insufficient;
III. circumstances occur which are of such a nature that fulfilment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required from The Gift.
14.2. The Gift is further authorised to suspend the fulfilment of its obligations under the Agreement (among others) if:
I. after the conclusion of the Agreement The Gift has become aware of circumstances which give good reason to fear that the Client will not, not completely or not timely fulfil its obligations under the Agreement;
II. Upon entering into the Agreement The Client has been requested to provide security for the fulfilment of its obligation(s) under the Agreement and such security is not provided or insufficient;
III. circumstances occur which are of such a nature that fulfilment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required from The Gift.
15. Termination of the Agreement
15.1. If the Purchaser fails to fulfil its obligations under the Agreement or circumstances as mentioned in paragraph 2 of this article occur, The Gift has the right to terminate (prematurely) the Agreement immediately (by dissolution or termination), without notice of default being required. In that case the Client will not be entitled to any compensation and the Client is obliged to compensate The Gift for all damages, interest and costs resulting from the (premature) termination (by dissolution or termination).
15.2. The Gift is, inter alia, entitled to (prematurely) terminate the Agreement (by dissolution or termination) if the Purchaser fails to pay on time or to comply with other obligations under the Agreement (including these General Terms and Conditions), or if one of the following circumstances occurs or threatens to occur:
15.2. The Gift is, inter alia, entitled to (prematurely) terminate the Agreement (by dissolution or termination) if the Purchaser fails to pay on time or to comply with other obligations under the Agreement (including these General Terms and Conditions), or if one of the following circumstances occurs or threatens to occur:
I. one or more of the Customer's assets is seized conservatively or executorily and that seizure is not lifted within five (5) calendar days;
II. the Customer's bankruptcy is filed for;
III. Customer is declared bankrupt;
IV. the Customer is granted a moratorium, whether provisional or not, or such moratorium is applied for by the Customer;
V. Customer dies, is placed under guardianship and/or receivership;
VI. the Customer's company is discontinued and/or dissolved and/or liquidated and/or transferred to a third party;
VII. The Gift is declared bankrupt;
VIII. Purchaser performs or fails to perform acts, which seriously discredit the good name of The Gift or third parties including other Purchasers;
IX. The Purchaser no longer complies with rules or regulations set by or pursuant to the law;
X. The Client reports a delay in payment.
15.3. If, at the time of termination, The Gift has already performed services in execution of the Agreement, such services and the related payment obligations will not be subject to cancellation, regardless of whether the Agreement has been terminated by dissolution or termination.
II. the Customer's bankruptcy is filed for;
III. Customer is declared bankrupt;
IV. the Customer is granted a moratorium, whether provisional or not, or such moratorium is applied for by the Customer;
V. Customer dies, is placed under guardianship and/or receivership;
VI. the Customer's company is discontinued and/or dissolved and/or liquidated and/or transferred to a third party;
VII. The Gift is declared bankrupt;
VIII. Purchaser performs or fails to perform acts, which seriously discredit the good name of The Gift or third parties including other Purchasers;
IX. The Purchaser no longer complies with rules or regulations set by or pursuant to the law;
X. The Client reports a delay in payment.
15.3. If, at the time of termination, The Gift has already performed services in execution of the Agreement, such services and the related payment obligations will not be subject to cancellation, regardless of whether the Agreement has been terminated by dissolution or termination.
16. Liability and damages
16.1. The Gift is not liable for damage suffered by the Customer unless it is the direct result of an attributable shortcoming or an unlawful act of The Gift. In that
case
The Gift is only and only liable insofar as such liability is covered by The Gift's insurance, up to the amount of the payment made by the insurer.
16.1. The Gift is not liable for damage suffered by the Customer unless it is the direct result of an attributable shortcoming or an unlawful act of The Gift. In that
case
The Gift is only and only liable insofar as such liability is covered by The Gift's insurance, up to the amount of the payment made by the insurer.
16.2. If, for whatever reason, The Gift's insurer does not pay out, or the damage is unexpectedly not covered by the insurance, liability in such cases is limited to a maximum of the invoice amount of the Agreement, subject to a maximum amount of € 25,000 (in words: twenty-five thousand euros).
16.3. Further to the provisions in this article, The Gift is not liable due to the mere fact that the Product requested by the Purchaser is revoked, destroyed or otherwise called into question by third parties (such as government agencies, Tax Authorities and/or a court).
16.4. If the Agreement is carried out for the benefit of several (legal) persons, the limitation of liability with regard to the Agreement applies to all (legal) persons involved jointly and they must themselves take care of a mutual division of the maximum damages to be paid.
16.3. Further to the provisions in this article, The Gift is not liable due to the mere fact that the Product requested by the Purchaser is revoked, destroyed or otherwise called into question by third parties (such as government agencies, Tax Authorities and/or a court).
16.4. If the Agreement is carried out for the benefit of several (legal) persons, the limitation of liability with regard to the Agreement applies to all (legal) persons involved jointly and they must themselves take care of a mutual division of the maximum damages to be paid.
16.5. The Client indemnifies The Gift against claims from any other party that may arise due to the Client's non-fulfilment or incorrect fulfilment of an obligation arising from the Agreement and/or the General Terms and Conditions. This does not apply if (i) the Client can prove that the damage is not related to a culpable act or omission attributable to it or (ii) this damage is caused by intent or conscious recklessness of The Gift. This indemnification also applies to third parties engaged by The Gift and employees of The Gift, as well as to companies affiliated to The Gift.
16.6. Any rights of action and recourse will only be exercised by the Purchaser and/or its affiliated companies against The Gift. No action, claim, claim for damages or otherwise in connection with the Agreement and/or General Terms and Conditions shall be brought by the Purchaser against the (current or former) employees, directors and (directors of) shareholders of The Gift. They may invoke this provision and, if necessary, the foregoing shall apply as an irrevocable third-party clause for no consideration.
16.6. Any rights of action and recourse will only be exercised by the Purchaser and/or its affiliated companies against The Gift. No action, claim, claim for damages or otherwise in connection with the Agreement and/or General Terms and Conditions shall be brought by the Purchaser against the (current or former) employees, directors and (directors of) shareholders of The Gift. They may invoke this provision and, if necessary, the foregoing shall apply as an irrevocable third-party clause for no consideration.
16.7. The Gift is not liable for consequential damage, indirect damage, trading loss, loss of profits, immaterial damage and/or punitive damage. The Gift is furthermore not liable in case of force majeure, as described in article 17 of these General Terms and Conditions.
16.8. The Gift is not liable for damage concerning mistakes made because the Customer or a third party has provided incorrect or incomplete information.
16.9. The Client must report damage for which The Gift can be held liable to The Gift as soon as possible but in any case within ten (10) days of the damage occurring, all this under penalty of forfeiting any right to compensation of the damage.
16.10. Notwithstanding the statutory limitation periods, the Purchaser's rights of action arising from the Agreement and other powers vis-à-vis The Gift shall lapse after the expiry of one (1) year after the damage for which the Purchaser holds The Gift liable first manifested itself and shall in any case lapse after the expiry of three (3) years after the damage-causing incident occurred.
16.8. The Gift is not liable for damage concerning mistakes made because the Customer or a third party has provided incorrect or incomplete information.
16.9. The Client must report damage for which The Gift can be held liable to The Gift as soon as possible but in any case within ten (10) days of the damage occurring, all this under penalty of forfeiting any right to compensation of the damage.
16.10. Notwithstanding the statutory limitation periods, the Purchaser's rights of action arising from the Agreement and other powers vis-à-vis The Gift shall lapse after the expiry of one (1) year after the damage for which the Purchaser holds The Gift liable first manifested itself and shall in any case lapse after the expiry of three (3) years after the damage-causing incident occurred.
17. Force majeure
17.1. Circumstances beyond the will and control of The Gift, whether or not foreseeable at the time of the conclusion of the Agreement, which are of such a nature that compliance with the Agreement can no longer reasonably be demanded of The Gift, count as force majeure.
Agreement can no longer reasonably be required of The Gift, are regarded as force majeure, irrespective of whether permanent or temporary.
force majeure, regardless permanent or temporary, and release The Gift from its obligations to fulfil the Agreement.
17.1. Circumstances beyond the will and control of The Gift, whether or not foreseeable at the time of the conclusion of the Agreement, which are of such a nature that compliance with the Agreement can no longer reasonably be demanded of The Gift, count as force majeure.
Agreement can no longer reasonably be required of The Gift, are regarded as force majeure, irrespective of whether permanent or temporary.
force majeure, regardless permanent or temporary, and release The Gift from its obligations to fulfil the Agreement.
17.2. Force majeure includes in any case: war, riots, cyber-attacks, natural disasters, pandemics, storm damage, fire, earthquakes, floods, abnormal weather conditions, snow, snowfall, frost, ice conditions, strikes, lockouts or lack of personnel, deficiencies in auxiliary and transport means, shortage of raw materials and nutrients and/or deficiencies in the supply thereof (including any unreasonable price increases as a result), problems at sea, traffic impediments, theft of goods, breakdowns in electricity supplies, internet connections and cable, telephone or other communication networks such as e-mail, non-performance of third parties engaged by The Gift, as well as all impediments caused by government measures. Force majeure on the part of suppliers (overseas) of The Gift as well as delivery problems in case of so-called hard-to-deliver addresses also fall under this force majeure provision.
17.3. In case of force majeure, The Gift has the right to dissolve the Agreement wholly or partly without judicial intervention, without the Purchaser being able to claim damages.
17.3. In case of force majeure, The Gift has the right to dissolve the Agreement wholly or partly without judicial intervention, without the Purchaser being able to claim damages.
18. Intellectual property rights
18.1. Purchaser acknowledges that The Gift is entitled to, and thus will exclusively license all intellectual property rights, including patents, copyrights, designs, models, domain names, trademark rights, trade names, pictures, know-how and all other commercial rights and trade secrets, documents etc. in relation to the Products. No transfer of any intellectual property right whatsoever to the Customer shall take place in any way whatsoever, unless explicitly agreed otherwise In Writing. The foregoing also applies to Products designed and/or developed in particular for the benefit of the Customer.
18.2. Subject to the express Written consent of The Gift, the Purchaser is not allowed to use the intellectual property rights of The Gift, let alone adapt, remove and/or modify them. In case The Gift grants the Purchaser permission to use its intellectual property rights, the Purchaser must at all times ensure that no damage is caused to the distinctive character, reputation, validity and/or goodwill of these intellectual property rights of The Gift. The Purchaser is furthermore not allowed to register trademarks identical or similar to the trademarks of The Gift, which may cause confusion amongst the public or mislead the public.
18.2. Subject to the express Written consent of The Gift, the Purchaser is not allowed to use the intellectual property rights of The Gift, let alone adapt, remove and/or modify them. In case The Gift grants the Purchaser permission to use its intellectual property rights, the Purchaser must at all times ensure that no damage is caused to the distinctive character, reputation, validity and/or goodwill of these intellectual property rights of The Gift. The Purchaser is furthermore not allowed to register trademarks identical or similar to the trademarks of The Gift, which may cause confusion amongst the public or mislead the public.
18.3. The Client shall promptly notify The Gift In Writing of any infringements or possible infringements of The Gift's intellectual property rights that have come to its knowledge. The decision to take legal action against the aforementioned infringements is at all times reserved to The Gift.
18.4 The Products delivered by The Gift do not infringe any intellectual property rights of third parties. However, should it be established in court or otherwise that any Product delivered by The Gift infringes the intellectual property rights of a third party, The Gift will, at its discretion and after consultation with the Purchaser, replace the Product concerned with a Product, which does not infringe the aforementioned rights, or acquire a right of use for it or take back the Product concerned against repayment of the purchase price less the usual depreciation.
18.4 The Products delivered by The Gift do not infringe any intellectual property rights of third parties. However, should it be established in court or otherwise that any Product delivered by The Gift infringes the intellectual property rights of a third party, The Gift will, at its discretion and after consultation with the Purchaser, replace the Product concerned with a Product, which does not infringe the aforementioned rights, or acquire a right of use for it or take back the Product concerned against repayment of the purchase price less the usual depreciation.
18.5. The Buyer is not entitled to replacement of the Product that infringes any intellectual property right of a third party if it has not informed The Gift of this fact In Writing within thirty (30) days after becoming aware of this fact.
18.6. The Website and all its parts, with the exception of certain hyperlinks, are the property of The Gift. It is not allowed to disclose, copy or store the Website or parts thereof without the express Written consent of The Gift. This permission is not required for personal, non-commercial use.
18.7. In case of violation of one or more provisions of this article by the Client, the Client will owe The Gift an immediately and without further notice of default payable penalty of €25,000 (in words: twenty-five thousand euros), increased by a penalty of €5,000 (in words: five thousand euros) for each day that the violation continues. The Gift is entitled to claim additional damages if the damage exceeds the penalty amount.
18.6. The Website and all its parts, with the exception of certain hyperlinks, are the property of The Gift. It is not allowed to disclose, copy or store the Website or parts thereof without the express Written consent of The Gift. This permission is not required for personal, non-commercial use.
18.7. In case of violation of one or more provisions of this article by the Client, the Client will owe The Gift an immediately and without further notice of default payable penalty of €25,000 (in words: twenty-five thousand euros), increased by a penalty of €5,000 (in words: five thousand euros) for each day that the violation continues. The Gift is entitled to claim additional damages if the damage exceeds the penalty amount.
19. Privacy and data protection
19.1. The Gift will only process Customer's data in accordance with its privacy statement. In doing so, The Gift will observe the applicable privacy regulations.
19.2.
The privacy statement of The Gift is applicable to the processing of personal data of Client and can be found on the Website.
19.1. The Gift will only process Customer's data in accordance with its privacy statement. In doing so, The Gift will observe the applicable privacy regulations.
19.2.
The privacy statement of The Gift is applicable to the processing of personal data of Client and can be found on the Website.
20. Applicable law and disputes
20.1. The Agreement and its legal consequences shall be governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded. This also applies if an obligation is wholly or partly performed abroad or if the Customer has its registered office abroad.
20.2. If the Customer is located within the European Economic Area (hereinafter: ‘’EEA‘’), all disputes arising from or in connection with the Agreement and all resulting agreements to which the General Terms and Conditions apply between the Parties shall be settled exclusively by the District Court of Noord-Holland, location Alkmaar (the Netherlands).
20.3. If the Customer is not established within the EEA, all disputes arising from or relating to this Agreement and all resulting agreements to which the General Terms and Conditions apply between the Parties shall be settled exclusively in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The arbitral tribunal will consist of one arbitrator, who will be appointed in accordance with the list procedure. The place of arbitration will be Amsterdam. The proceedings will be conducted in English and the arbitral tribunal will decide according to the rules of Dutch law.
20.1. The Agreement and its legal consequences shall be governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded. This also applies if an obligation is wholly or partly performed abroad or if the Customer has its registered office abroad.
20.2. If the Customer is located within the European Economic Area (hereinafter: ‘’EEA‘’), all disputes arising from or in connection with the Agreement and all resulting agreements to which the General Terms and Conditions apply between the Parties shall be settled exclusively by the District Court of Noord-Holland, location Alkmaar (the Netherlands).
20.3. If the Customer is not established within the EEA, all disputes arising from or relating to this Agreement and all resulting agreements to which the General Terms and Conditions apply between the Parties shall be settled exclusively in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The arbitral tribunal will consist of one arbitrator, who will be appointed in accordance with the list procedure. The place of arbitration will be Amsterdam. The proceedings will be conducted in English and the arbitral tribunal will decide according to the rules of Dutch law.
21. Amendment and interpretation of the General Terms and Conditions
21.1. The General Terms and Conditions may be amended and adapted. Any future amendments and modifications shall also apply in respect of agreements concluded before the date of amendment and modification, unless expressly agreed otherwise in Writing.
21.2 Amendments and adjustments shall enter into force twenty-one (21) days after publication, unless otherwise stated upon publication. 21.3. Deviations from the General Conditions can only be made by provision in the Agreement. If there is a conflict between the Agreement and the General Terms and Conditions, the terms of the Agreement shall prevail.
21.1. The General Terms and Conditions may be amended and adapted. Any future amendments and modifications shall also apply in respect of agreements concluded before the date of amendment and modification, unless expressly agreed otherwise in Writing.
21.2 Amendments and adjustments shall enter into force twenty-one (21) days after publication, unless otherwise stated upon publication. 21.3. Deviations from the General Conditions can only be made by provision in the Agreement. If there is a conflict between the Agreement and the General Terms and Conditions, the terms of the Agreement shall prevail.