Printtech Solutions & Supplies: General Sales and Delivery Conditions Statement

Art. 1 General

Only the general sales and delivery conditions below shall apply to all orders received by us, unless a different agreement drawn up or confirmed in writing by us has been made. These conditions apply to all our business. General business conditions that do not conform to the General Sales and Delivery Conditions of Printtech Solutions & Supplies shall not be recognized. Their validity is expressly denied. Silence on our part regarding the sending of the buyers general business conditions shall not be regarded as agreement to incorporate the buyers general business conditions. Once agreed and for the duration of ongoing business relationships, the respective valid version of our sales and delivery conditions shall also form part of all future contracts without this having to be pointed out again, including if different agreements have been made for individual business.

Art. 2 Quotations, brochures, prices

Non-binding offers and all verbal agreements before, upon or after the conclusion of a contract shall not become binding until we have received further written conformation. Explanations provided by our staff, sales representatives or commercial agents also require our written confirmation in order to be valid. All drawings, illustrations, dimensions and performance details contained in our brochures, printed matter or data carriers are non-binding unless expressly confirmed by us in writing. Unless otherwise agreed in writing, only our price lists valid on the order confirmation date shall apply. When a new price list is published, the old price list shall cease to be valid. All our prices are net prices exclusive of value added tax. They apply from stock and do not include transport and packaging costs.

Art. 3 Delivery times

Stated delivery times are subject to change without notice unless an express written agreement has been made for a fixed date. Our delivery times are also subject to obtaining our own supplies, the possibility of delivery and intermediate sales. The delivery period shall commence on the date on which the order is received by us, but not before full clarification of all implementation details. If we are unable to dispatch the order for reasons beyond our control, the delivery time shall be deemed to have been observed if notification of readiness for dispatch was issued on time. The date of dispatch shall be defined as the delivery date. In cases where collection has been agreed, the date of dispatch shall be defined as the date on which notification of readiness to dispatch is sent. If we do not meet a non-binding delivery deadline or a non-binding delivery time by more than 10 days in the case of ordered goods, the buyer shall be entitled to set in writing an appropriate period of grace in order for us to meet the delivery. This notification means that we are in default.
Acts of God, labor disputes involving ourselves or our suppliers and comparable unforeseeable problems over which we have no influence shall extend the agreed delivery deadlines for the duration of the problem, but by a maximum of two weeks. In such cases, if later delivery is of no interest to the buyer, he shall be entitled to withdraw from the contract after a 14-day period of grace (with the threat of withdrawal) set by him in writing. Claims for damages on the grounds of non-fulfillment or late delivery shall not be possible if there is no intent or gross negligence on our part or on the part of our vicarious agents.

Art. 4 Dispatch

Delivery shall be by a suitable means of carriage chosen by us and invoiced to the buyer, plus packaging and insurance costs unless stated otherwise in our valid price list. The buyer must dispose of packaging materials at his own expense. A transport insurance policy shall only be taken out at the express request of the buyer.
Even when we cover the freight costs, deliveries shall always be at the buyers risk unless we provide transport using our own vehicles and staff and the damage is not caused by third parties. The risk shall pass to the buyer when the goods are handed over to the Post Office, the courier service, the carrier or the freight forwarder - but no later than when they leave our works or stock. This also applies particularly to sales for which CIF, CFR, FAC, FAS or FOB Incoterms have been agreed. Separate dispatch conditions apply to deliveries to other countries.

Art. 5 Part-deliveries

We shall be entitled to make part-deliveries. The buyer has an obligation to accept part-deliveries. If we fall behind with the deliveries of the still-outstanding parts and if a two-week period of grace (to be granted by the buyer in writing) has elapsed without fulfillment, the buyer shall only be entitled to withdraw from the entire contract if the missing parts cannot be supplied elsewhere and if it can be proven that the delivered parts are not of interest solely to the buyer.

Art. 6 Payment conditions

Unless otherwise expressly agreed, our invoices shall be payable in full 14 days after the invoice date. Deliveries shall be made to new customers only upon payment in advance or cash on delivery. Bills of exchange and cheques shall only be accepted (if at all) on account of performance and subject to the discounting possibility. All expenses incurred shall be paid by the buyer. The acceptance of a bill of exchange after the due date or Pan Extension shall not represent a payment extension time. We reserve the right to return bills of exchange or cheques at any time. If the buyer falls into arrears with a payment, we shall be entitled without furnishing special evidence to claim delayed payment interest 10 % above the respective legal base interest rate. We reserve the right to claim higher delayed performance damages in individual cases. If the buyer does not meet his payment obligations, or allows a bill of exchange or cheque to go to protest, or if other circumstances become known that appear to give rise to the possibility of the buyer not honoring his debts towards us, all of our claims arising from deliveries made shall immediately become due, irrespective of previous payment agreements. In such cases, we can make deliveries to the buyer that are still outstanding on a cash-on-delivery basis, or such deliveries can be made conditional on the provision of appropriate securities, with our obligation to deliver waived until such securities have been furnished. The buyer shall also be entitled to make payment in advance instead of providing appropriate security. If the required security is not provided within one week, we can withdraw from the contract. If part-payments have been agreed, the respective balance shall be due immediately if an installment payment is delayed by more than 10 days in contravention of the agreement. Payments to third parties, particularly to commercial agents or sales representatives, shall not be recognized unless we have expressly authorized these persons to collect payments.

Art. 7 Warranty

The buyer must inspect the goods immediately upon receipt in order to ensure that they are in perfect condition, complete and conform to the contract. We must be notified of any defects immediately and in writing. In the event of defects the cause of which already existed at the point in time when the risk was transferred, we shall at our discretion be entitled to either correct free of charge the parts or services in question or the complete item, or else supply a replacement / furnish again. We must be given the opportunity to rectify the problem within an appropriate period. The warranty period is 12 months, commencing upon handover of the item to the buyer, unless a longer period has been agreed in writing. The same applies to withdrawal and reduction. This does not apply case of intent or malicious silence with regard to the defect or the absence of an assured characteristic. The buyer shall have claim to recourse only to the extent that the buyer does not grant his client rights that go beyond the statutory warranty claims. This shall not affect the regulations covering suspension of the statute of limitations, suspension of the prescriptive period and recommencement of the time limits.Only in the event of an indisputably justified customer complaint shall the buyer be entitled to withhold payments in appropriate relation to the defect that has arisen - but no more than three times the value. This does not apply if the time limits for the customer complaints have expired.
There shall be no possibility of warranty claims in the event of only insignificant deviation from the agreed properties, insignificant impairment of usability, normal wear, damage caused following the transfer of risk through incorrect operation, incorrect handling, overloading, the use of unsuitable equipment or unusual external influences not stated in the contract or in the case of non-reproducible software errors. Incorrect modifications or maintenance work carried out by the buyer or third parties shall render the warranty void.
With respect to our goods, we agree with the buyer the presence of only those characteristics that are derived from the relevant information in our operating instructions and technical data sheets. If the information that we provide in our operating instructions and technical data sheets is incomplete or completely missing with regard to an important characteristic, the EU regulations, the state of the art or normal commercial practice that apply to our goods shall also be valid (in that order). On no account are characteristics not listed therein or in our operating instructions, technical data sheets and package leaflets tacitly (implicitly) agreed with the buyer as being present. Under no circumstances shall claims for damages by the buyer be possible on the grounds of redhibiditory defects. This shall not apply in the case of malicious silence about the defect, or if an assured property is missing, in the event of physical injury or death, damage to health or freedom and in the case of intentional or grossly negligent violations of obligations on our part. This does not change the burden of proof to the buyers disadvantage. Any additional claims on the grounds of a redhibiditory defect are also excluded.Liability in cases of grossly negligent infringement of contractual secondary obligations on the part of simple vicarious agents shall be limited to the foreseeable degree of damage.

Art. 8 Reservation of ownership

The supplied goods shall remain our property until all the claims of Printtech Solutions & Supplies with respect to the buyer arising from the business relationship have been met. The buyer shall be entitled to sell and dispose of the goods in the course of normal business under the usual conditions. However, in order to safeguard our own claims, the buyer herewith already assigns to us all his own claims arising from the resale to his customer to an amount equivalent to our invoiced amount, including statutory VAT, irrespective of whether the goods were resold without or after processing. When our goods are processed or combined with other goods, we shall be entitled to joint ownership of the new product proportional to the invoiced amount for our own product as a proportion of the invoiced total of the other goods, and without incurring obligations. The value of the conditional commodities as defined by this condition is our invoice value. If the buyer becomes the sole owner of the new item, it is hereby agreed that we shall be granted joint ownership in the aforementioned ratio. At the buyers request, we are willing and obliged to release securities at our discretion when and insofar as the value of the securities exceeds by 20% the value of our claims arising from the ongoing business relationship. The buyer shall remain entitled to collect claims from his own buyer as long as the buyer meets his payment obligations towards us correctly and punctually. This shall not affect our authority to collect the claim ourselves. However, we undertake not to collect the claims as long as the buyer meets his payment obligations arising from the collected proceeds, is not in payment arrears, and in particular as long as there is no application to open insolvency proceedings against the buyers assets. If this is the case, the buyer has an obligation to present to us bills relating to the sales of the reserved goods, to name the third-party debtor and to provide us with all the information necessary for collecting the debt. The buyer must immediately notify third-party debtors of the assignment and must instruct them to henceforth only make payments to us. The levy of execution on the reserved goods by us always includes a withdrawal provision.
The buyer undertakes to handle the reserved goods carefully and to protect them from water, fire, break-ins, theft and other usual risks. All claims against the insurer(s) or against third-party damaging parties shall be assigned to us on account of performance.
The buyer must inform us immediately about third-party compulsory execution measures on the reserved goods or the claims assigned for security, providing all information and documents necessary for an intervention by us. The buyer must meet the costs of the intervention. The buyer must also inform us of any damage to or loss of the reserved goods, as well as any change in his company or residential address. Printtech Solutions & Supplies accepts the aforementioned assignments.

Art. 9 Return of goods on goodwill basis

In cases in which goodwill applies (incorrect order, other errors in motivation on the part of the buyer etc.) there shall be no automatic entitlement to return the goods. However, with our express approval, the buyer may return ordered and already received goods. In such cases, the goods must carry our RMA number, and must be returned carriage paid and in their original packaging to us (Printtech Solutions & Supplies, De Beeklaan 25, 4661 EP Halsteren). Returns shall in all cases be at the buyers risk. We charge an administration fee of 20% of the order value for returns.

Art. 10 Offsetting right of retention

Offsetting against our claims is permitted only with claims of the buyer that we have expressly recognized as being legitimate or claims that are legally valid. There shall be no possibility of a right of retention arising from other claims of the buyer that are not related to the same contract.

Art. 11 Consolidated damages

If the buyer expressly or tacitly refuses to fulfill the contract without justifiable grounds for so doing, particularly acceptance of the object of the contract, then after another written request under threat of refusal, following a period of 7 days we shall - instead of fulfilling the contract - be entitled to demand an all-inclusive damages sum amounting to 25% of the order total. We reserve the right to claim additional damages.

Art. 12 Place of fulfillment, place of jurisdiction

The place of fulfillment for all claims arising from contractual relationships between ourselves and the buyer shall be Halsteren, The Netherlands. The place of jurisdiction shall be Halsteren if the buyer is an actual merchant, a legal entity under public law or public special assets. This shall also apply to cases involving bills of exchange or cheques. This also applies to contracts with foreign contract partners. Only Dutch law shall apply to the contractual relationship.