General terms & conditions
Note: this is a Google translation from Dutch to English
of the private company with limited liability Ribble BOX BV, registered office at (JK 1382) Weesp Hogeweyselaan to 75,
registered in the Commercial Register of the Chamber of Commerce and Industry for Gooiland under number 48349. These conditions on May 21, 1996
filed with the Clerk of the District Court of Alkmaar, depotnr. R01 267/1996.
Article 1: Definitions
1.1. In these general conditions shall apply:
a. Client: the natural or legal person to the contractor
has ordered the production of goods or to perform
b. Contractor: the private limited company
Ribble BOX Ltd, registered office at (JK 1382)
Weesp Hogeweyselaan to 75, registered in the Commercial
Chamber of Commerce and Industry for Gooiland under
Article 2: Applicability
2.1. These general conditions apply to the making,
the content and performance of all agreements between the client and
Supplier contracts and other legal relations.
2.2. These general conditions remain applicable in case
Contractor's company brings to another legal
as another private company or a partnership with third parties
2.3. The contract or order of the client is deemed acceptance of
2.4. Terms of client or of the special general
abnormal conditions do not apply unless written
accepted by the contractor.
2.5. Applicability of general conditions of the client
as above under 2.4. or special conditions designed to
However, the applicability of these general conditions more
unaffected, unless they are contrary to the terms of the contractor.
Article 3: Offers
3.1. All offers are without obligation unless expressly stated otherwise and can only be accepted unaltered. An offering in any case be considered rejected if not accepted within three months. The mere submission of a bid or not designated a price quote, budget, estimate or similar notice require the contractor is unable to conclude an agreement with the client.
3.2. Oral offers of the contractor or its employees are not binding unless expressly confirmed in writing by the contractor. Among his subordinates in this regard to consider all employees and staff, who have no rights.
3.3. A quotation can be done by the contractor within five working days of receipt of the acceptance by the client be revoked.
3.4. Offers are based on the client to request any information, drawings etc, of the correctness of which the contractor may assume.
3.5. Contractor has the right, the contract was not awarded to her, all costs which it was forced on her offer to be able to provide, to charge to the client.
3.6. The prices quoted are for delivery ex works or works of the contractor unless the contractor specifically in its offer free delivery provided, excluding VAT and other government charges which will be charged separately.
3.7. The content of brochures, printed matter, etc. not binding on the contractor, unless the agreement expressly referred to them.
3.8. Information concerning the offered such features, dimensions, weight etc., and information in printed matter, catalogs, pictures, etc. by the contractor at the offer, are not bound and in good faith.
3.9. On the client a duty to ensure that in relation to offers and contracts by contractor provided printed works, drawings, images, etc. are neither copied nor be made available to third parties nor that of its content to third party notification.
Article 4: consulting, design and materials
4.1. By contractor information and advice provided are of a general nature and without obligation.
4.2. Contractor accepts no responsibility for the presentation of a draft prepared by or on behalf of the customer, nor for any advice in response to that design.
4.3. For the functional suitability of the materials required by the client's principal responsibility. Under functional suitability of the material or component for the purpose it was designed by the client is intended.
4.4. For the contractor custom designs that take the responsible nature itself. Regarding them refer to the warranty.
4.5. In case of an order takes contractor designs that are not made by or on behalf of its only responsibility for the manufacture according to the contract and for the soundness of the materials provided such materials are not prescribed by opdrahtgever.
4.6. Client is not authorized by him prescribed materials for processing by third parties to investigate. The related costs are accounted for. Slight deviations in quality, color, hardness, glazing, thickness etc. give no reason for rejection. In determining whether a delivery outside the permissible limits is permitted, an average taken from the delivery. After processing of materials or components could Client may not claim that the material is functionally appropriate, or other defects in the material, which opdrachgever reasonably could have discovered in research.
4.7. Client wishes to commission the responsibility for the design made by or on behalf of the contractor to transfer, then it need not accept the responsibility. The contractor sufficient time should be allowed to have such a transfer decision. Contractor diendt while the gelegenhid taking the whole design to study and to calculate principal and for that purpose to it all information and documents needed for this purpose or help to provide.
4.8. Contractor never accept any responsibility for parts, which have been made available principal himself.
Article 5: Prices and price change
5.1. The offers and agreements listed prices exclude VAT unless otherwise stated. The prices the contractor for the performance of its presentation is provided solely for the presentation in accordance with the agreed specifications.
5.2. The prices are based on the cost of materials and wages applicable on the day of the offer.
5.3. If and insofar as the period between the date of sacrifice and delivering a period of three months and wages, prices of materials and the like in that time have changed, the excess price that proportion changed except that the pay price not lower than the originally agreed price. The payment of any surcharge under this article shall be parallel with that of the principal or the last installment thereof.
5.4. Subject to Article 5.3. the contractor in the power contracts of indefinite duration the rates it charges to adjust in case of special interim changes in cost factors. If such changes are inter alia to an increase in the price of the product on the global and / or Dutch markets, changes in foreign currencies against the Dutch guilder of more than ten percent, increase in sales tax, customs , virtue, public law, levies and other governmental charges and other collective contributions.
5.5. Where principal contractor for the performance of materials or commodities or other articles are made available, the contractor has the right of title provision in the contract price to calculate its pricing, or to take a maximum of 10% of the cost of the supplied cases.
5.6. Additional edit text, unclear copies, indistinct sketches, drawings or models, faulty media, faulty computer software or data files, faulty method of delivery by the client to deliver materials or products and all Other Similar supplies from the client that to more work or costs than those at the conclusion of the agreement could reasonably expect, based on increasing the agreed price. Also extraordinary or reasonably unforeseeable processing arising from the nature of the editing materials and products are fundamental to increase the agreed price.
5.7. The contractor is entitled to the agreed price increase or kept the price down if the principal change in the originally agreed specifications, including author's corrections or modified instructions following receipt of working drawings, models and typesetting, printing and other tests. The contractor will be required within the reasonable cooperate with these changes if the contents of the performance of his performance or not materially different from the original agreed performance.
Article 6: on-time delivery or performance time
6.1. Date and time of delivery term begins when all technical details is obtained and after all the performance of the contract need business information, drawings etc. in the possession of the contractor and the agreed (part) payment of principal received. The binding of the contractor and agreed delivery deadline expires if the principal change in the specifications of the work or if the provisions of Article 10.1 (typesetting, printing or other tests) of these conditions fails, unless the minor importance of minor modification or delay not reasonably requires the contractor to modify the subject by the time he planned deployment of fixed production capacity.
6.2. The up or delivery time specified in the expectation that opdrachnemer can continue working at the time of the offer, and the necessary materials, and licenses its data will be timely delivered or provided.
6.3. Contractor is not responsible for any excess storage or delivery deadlines, unless expressly agreed in writing. Contractor in such a case, moreover, only be liable for payment of actual damages for late delivery, if her first client still schiftelijk of default, which owe the contractor a reasonable time should allow to still hot on obligations and continue compliance with Article 18 (limitation of liability) of these conditions.)
6.4. If after the expiry of the delivery by the principal has not taken, things available to the client and they are stored for his account and risk.
6.5. The client is obliged to fully cooperate with the delivery by the contractor under the contract to be delivered. The client will also not requested to do so months in default, if the goods to be delivered no later than the first request of the contractor collects, or, if delivery against her has come Wiegert the goods to be supplied to accept.
Article 7: unenforceability of the contract or force majeure
7.1. If after the conclusion of an agreement by contractor can not be met due to circumstances which the contractor at the conclusion of the agreement were not known, the contractor has the right to require that the contents of the agreement is amended, to permit the construction remains.
7.2. In addition, the contractor has the right to fulfill its obligation to suspend and it is not in default, if as a consequence of changes in circumstances at the time of concluding the agreement can not be foreseen and / or beyond its control are temporarily unable to meet its obligations.
7.3. Circumstances which could not reasonably foresee and / or outside the control of the contractor are also defined as force majeure, shall include natural disasters, obstacles by third parties or non-compliance by suppliers of the contractor of their obligations, fire, strikes or work stoppages or loss of the processed materials, riot, war or threat of war, import or trade bans, and the introduction of measures and / or official regulations.
7.5. If the contractor when the force majeure partially fulfilled its obligation is entitled to a proportionate part of the agreed price on the basis of work already performed or goods delivered and the costs incurred.
7.6. Contractor also has the right to invoke force majeure if the non-tour computing circumstance, the performance of its obligation arises after it had obligations to comply.
Article 8: Cancellation
8.1. The client is entitled to cancel an agreement with the contractor before the execution of the contract has begun, provided that the principal contractor for this anonymous function using curly injury compensation. Such losses shall include losses incurred by the contractor and the loss of profit and in any case the costs that the contractor has already made in preparation, including those of reserved capacity, purchased materials, services supplied and storage.
8.2. Reduced Under the provisions in Article 8.1. contractor retains all rights to full compliance with the agreement and / or full compensation.
Article 9: Amendment of contract
9.1. The contract covers only datgenen which the parties agreed in writing.
9.2. All changes to the contract or by special orders from the client or as a result of changes in design or due to the information provided does not correspond to the actual performance of work or because of estimated quantities is not working properly when there multiple charges arise be regarded as additional work and lower costs arise where there is less work.
9.3. By the client after the provision of the contract still desired changes in their implementation should the client in writing to contractor keenis be charged. They are given orally or by telephone, then the risk for the implementation of the amendments on behalf of the client.
9.4. Applied changes may result that the agreed delivery time is exceeded, in which case the contractor has no responsibility therefor.
9.5. The applicability of certain artikal 7A: 1646 Civil Code is excluded.
9.6. Additional work will be calculated based on the price determinants ith subject at that time, the additional work is performed. Less work will be settled on the basis of the conclusion of the current contract price determining factors.
Article 10: putting pressure or other tests
10.1. The client is obliged by it or not, on request of the contractor received typesetting, printing or other proofs carefully for errors and failures to investigate and expeditiously corrected or approved contractor to return.
10.2. Approval of the tests by the customers is recognition that the contractor prior to the testing work is done properly.
10.3. The contractor is not liable for discrepancies, errors and defects that remained unnoticed by the customer in proofs approved or corrected.
10.4. Any request of the client proof produced in addition to the agreed price will be charged, unless expressly agreed that the cost of these tests are included in the price.
Article 11: exceptions
11.1. Deviations between the work and also the original design, drawing, copy or model or the typesetting, printing or other test, including with respect to color variations, can not constitute grounds for rejection, reduction, dissolution of the contract or compensation if they are of minor importance. For specified property or slab thicknesses and weights, the contractor at least 10% to a tolerance of plus or minus allowed.
11.2. In assessing whether abnormalities in the totality of the work whether or not small to be considered a representative sample of the work into account, unless the individual specific issues.
11.3. Deviations that, taking all circumstances into account, the reason or not a minor influence on the practical value of the work exceptions are deemed to be of minor importance.
11.4. More or fewer deliveries compared to the agreed number are allowed if they are not more or less than the following percentages:
-Circulation to 5,000 units: 10%
-Print run of 5,000 or more: 5%
Article 12: Transport and storage
12.1. If transport of the goods to be delivered is agreed, this account of the principal unless free delivery is agreed. Under vervoever is understood to include transmission of data through the telephone network and any comparable dispatch using any technical device. The acceptance of goods from the contractor by the carrier as proof, that it is in apparent good condition, unless the contrary from the bill of lading or receipt.
12.2. The contractor is not responsible for the storage of the goods to be delivered unless expressly agreed storage place if this occurs the risk and expense of the client.
Article 13: Research on delivery
13.1. The principal must without delay after delivery to examine whether the contractor is properly fulfilled the contract and the contractor is also required to immediately notify in writing as soon as it shows the opposite. The client should review the notification to do within 14 days after delivery.
13.2. The contractor is still entitled to a new sound performance in place of a previously inadequate performance, unless the default can not be remedied.
13.3. The performance of the contract shall be sound if the client has failed the examination of documents provided for in Article 13.1. in time.
13.4. If the Article 13.1. mentioned period of 14 days to standards of reasonableness and show nature for a careful and attentive customer unacceptably short to be considered, this period will be extended until the first time the study or the notification to the contractor for the client reasonably possible.
13.5. The performance of the contractor is in any case, the parties will sound if the goods supplied or a portion of the delivered goods has used, edited or processed, delivered to third parties or are using do take, to edit or process or to third parties do deliver, unless the principal provisions of Article 13.1 has observed.
Article 14: industrial and intellectual property rights
14.1. The client guarantees the contractor, that the performance of the contract and in particular the reproduction or disclosure of the client received things such as copy, type, models, drawings, photographs, lithographs, films, media, computer software, databases etc. do not infringe on the rights of third parties may assert under the Copyright Act 1912 or other national, supranational or international regulations in the area of copyright or the right of industrial property or the law relating to the wrongful act. The client indemnifies the contractor either at law for any claims by third parties under the Copyright Act 1912 or regulations make.
14.2. If, as to the accuracy of third party rights claimed under Article 14.1. doubt arises or continues, but the contractor is not required for the performance of the agreement to suspend until the judgment debts is established that the contractor's performance of the agreement does not infringe these rights. In addition, the contractor the order within a reasonable period of time.
14.3. Unless expressly agreed otherwise in writing, the contractor remains the owner of the copyright that may arise on by it in fulfilling the agreement made works such as copy, type, design drawings, models, working and detail drawings, data carriers, computer software, databases , photographs, lithos, films and similar production and resources as the relevant activities as a separate item in the offer or on the invoice.
14.4. These documents remain the property of the Contractor and without its express written consent may not be copied, shown to third parties, or otherwise used, whether or not contracting costs have been charged. Client is required on these issues the first request to the contractor to return on penalty of a fine of 1,000, - per day.
14.5. All products of the contractor is the registered trademark''Box''on-Ribble, unless otherwise agreed.
Article 15: Property inputs
15.1. All the goods produced as inputs, intermediate or devices and in particular type, design drawings, models, working and detail drawings, data carriers, computer software, data files, photographs, lithographs, plates, films, micro and macro settings plates, screen printing forms, gravure cylinders , stereotypes, dies and molds, (film) preegvormen, punch boards and peripherals remain the property of the contractor as well as separate items on the quotation in the offer or the invoice.
15.2. The contractor is not required under Article 15.1. things referred to the principal issue.
15.3. The contractor is not required to Rule 15.1. provided for the client to retain, if the contractor and client agree that these matters will be retained by the contractor, you do this for a period not exceeding one year and without the contractor responsible for the suitability for repeated use.
Article 16: Payment
16.1. Payment must be made within 30 days after the invoice date unless otherwise agreed in writing or otherwise indicated on the invoice without the client can invoke any discount. Settlement suspension.
16.2. If payment in installments has been agreed, it should always take place 30 days after the invoice date of each billing period, unless otherwise agreed in writing or otherwise on the invoice.
16.3. Expenses borne by the contractor paid by the customer are settled by paying the last installment.
16.4. Contractor's always right before delivery or the delivery or performance of a contract to continue it deems sufficient security for the fulfillment of the payment of principal providers. This provision applies if credit has been stipulated. Refusal by the principal to give the required security contractor the right to contract as rescinded, without prejudice to the Contractor's right to reimbursement of expenses and profits.
16.5. Contractor is also entitled, if the client fails to fulfill its commitments, to suspend work, even if a fixed delivery has been agreed.
16.6. Where the client in respect of certain goods delivered or services provided for payment of principal or a portion thereof in a certain period following the date of delivery or invoicing is allowed, the sales tax on the total amount of compensation together with the first term due.
16.7. The right of his client to settle any claims against the contractor is expressly excluded.
16.8. The total agreed price is in any case immediately due to non-punctual payment of the agreed period on the due date, when client goes bankrupt, suspension of payment, or under guardianship is sought if any seizure of the goods or claims of client is placed and when it dies, goes into liquidation or is dissolved.
16.9. Where the payment of an invoice has not been made within 30 days after the invoice date or within the billing period indicated the contractor is entitled after the expiry of that period to the principal compensation for loss of interest in charge at the statutory rate, which interest on a portion of the month is calculated as a full month.
16.10. Contractor shall also be entitled apart from the claims and the interest of the client to claim the entire judicial and extrajudicial costs incurred by the failure of (timely) payment has been made.
16.11. The court costs will not be limited to the judge assigned amounts of disbursements and salary attorney or agent in the liquidation rate as such under Article 57 paragraph 6 Code of Relationship Procedure, but will include full by the contractor in costs, including actual salary costs and disbursements of its lawyer, attorney or agent.
16.12. Extrajudicial costs are payable by the client in any case where the contractor for the recovery of its claim on the assistance of third has insured.
16.13. Extrajudicial costs will be calculated according to the current collection rate of the Dutch Bar Association, which now reads:
On the first € 6.5800 - 15%
on the excess up to € 13,000, - 10%
on the excess up to € 32.500, - 8%
on the excess up to € 130,000, - 5%
Above € 130,000 - 3%
Article 17: Warranty
17.1. Contractor is responsible for the proper performance of a contract in relation to execution and materials used to the extent the contractor was free to choose those with the understanding that all parts of its business during a period of six months after delivery due to inadequate construction and / or defective equipment malfunction, replacement parts will be delivered.
17.2. If the assignment was to edit submitted material taken by the client, the contractor for the soundness of the processing. If during a period of six months after delivery that the operation was inadequate, the contractor at its option: repeat the process, provided that the principal new material supplier industry, repair the defect or principal credit for a proportionate share of the bill.
17.3. For delivery or faulty processing contractor has the right to have restitution of the faulty goods client has to credit or to repair faulty goods or be reinstated or re-working of a case to proceed.
17.4. Client must at all times to allow a contractor to repair the defect.
17.5. Defects caused by normal wear and tear, improper handling or improper or improper maintenance, or those occurring after modification or repair by or on behalf or by third parties made to continue the warranty.
17.6. For goods sold and delivered to a factory, importers or wholesale funds guarantee notwithstanding the above, only by those suppliers asked warranty. A supplier gives no warranty, then the contractor is also no guarantee.
17.7. No warranty is given for things that (essentially) not new at the time of delivery.
17.8. No warranty is given for cases not been installed by the contractor, or that which, although installed by the contractor, but not delivered by the contractor.
17.9. The guarantee applies only if the client provides all its obligations towards the contractor (both financial and otherwise) have been fulfilled.