Terms and Conditions

Terms of Delivery for the Graphic Media Industry

All our offers and agreements are subject to the Terms of Delivery for the Graphic Media Industry (KVGO), 2026 version. Below you will find the full text. If translations of these terms have been issued, the Dutch text prevails.

Article 1 — Definitions

In these terms of delivery the following terms mean:

Offer/quotation: any offer by the supplier to enter into an agreement
Services: any performance that is not the delivery of a good and is carried out for consideration by the supplier for the client
Goods: property rights and objects which may include, among other things: means of production, semi-finished products and aids, and in particular typesetting, design drawings, models, working and detail drawings, information carriers, computer software, data files, photographic recordings, lithographs, blocks, films, micro and macro montages, printing plates, screen printing forms, gravure cylinders, stereotypes, cutting knives and dies. These examples are not exhaustive
Information carriers: all means intended for recording, processing, transmitting or reproducing or making public texts, images or other data with the aid of equipment, all in the broadest sense of the word
KVGO: Koninklijk Verbond van Grafische Ondernemingen (Royal Association of Graphic Enterprises), having its registered office in Breukelen
Supplier: the natural or legal person who, as contractor, has accepted an order from the client, or has issued an offer preceding a possible order from the client, or has in any other way entered into an agreement with the client
Client: the natural person acting as a consumer or as a business, or a legal person, who has instructed the supplier to make and/or deliver goods, to provide services or to carry out other work
Agreement: any agreement between the supplier and the client for the making and/or delivery of goods, the provision of services or the carrying out of other work
Personal data: personal data within the meaning of Article 4(1) of the General Data Protection Regulation (Dutch GDPR Implementation Act and GDPR)
Processing/Processing of personal data: processing within the meaning of Article 4(2) of the General Data Protection Regulation (Dutch GDPR Implementation Act and GDPR)
Objects: exclusively tangible objects that are susceptible to human control

Article 2 — Applicability

These terms of delivery apply to the formation, content and performance of all agreements, offers, acceptances and other (legal) acts of the supplier concluded between the supplier and the client.
It is possible for the supplier and the client to agree explicitly and in writing that these terms of delivery do not apply to an agreement, but that the client's general (purchasing) terms and conditions apply instead. In that case the application of these general purchasing terms and conditions of the client applies solely to that specific agreement for which the arrangement has been made. Without such an arrangement between supplier and contractor, these general terms and conditions apply.
If these terms of delivery have applied to an agreement, they automatically apply — without this needing to be separately agreed between the parties — to every agreement subsequently concluded between the same parties or between the legal successors of the parties to the original agreement, unless the parties have expressly agreed otherwise in writing with regard to a specific agreement.
If a provision of these terms of delivery is null and void or is annulled, all other provisions remain fully in force. In place of the null and void or annulled provisions, new terms will be established between the parties that are legally valid but reflect the original intention as closely as possible.
If the parties expressly deviate from one or more provisions of these terms of delivery in an agreement, the provisions in the agreement take precedence. In that case the other provisions of these terms of delivery still apply to the agreement.
If translations of these terms of delivery have been issued, the version in the Dutch language prevails over the version(s) in another language.

Article 3 — Offers

The mere issuing of an offer, whether or not accompanied by an indicated price quotation, estimate, pre-calculation or similar statement, does not oblige the supplier to conclude an agreement with the client.
Offers by the supplier are always without obligation and can only be accepted without deviations by means of a written notice. In any event, an offer is deemed to have been rejected if it has not been accepted within one month, unless a different acceptance period is stated in the offer.
Obvious mistakes or errors in the supplier's offer do not bind the supplier.
If the client accepts an offer within the validity period, the supplier has the option, within 7 days of the date of receipt, to decline to carry out the order. If the client suffers loss as a result, the supplier is not required in that case to compensate the client for this loss.
If, with a view to issuing an offer, the client provides the supplier with data, information, drawings and the like, the supplier may assume these to be correct and will base its offer on them. The client indemnifies the supplier against any claim by third parties relating to the use of data, information, drawings and the like provided by or on behalf of the client.

Article 4 — Formation of agreements and cancellation

With due observance of the other provisions of these terms of delivery, an agreement is only formed:
1. by acceptance by the client of an offer; or
2. by written order confirmation of an order given by the client (orally or in writing) other than on the basis of an offer; or
3. by the supplier actually carrying out an order from the client.
The agreement replaces and supersedes all earlier proposals, correspondence, arrangements or other communication between the parties that took place prior to entering into the agreement.
Changes to and/or additions to the agreement are only valid if the supplier accepts them in writing. The supplier is not obliged to accept changes and/or additions to an agreement and may require a separate agreement to be entered into. If these changes and/or additions to the agreement lead to costs, the supplier may pass these costs on to the client.
Undertakings by and arrangements with subordinates or representatives of the supplier are only valid if the supplier has confirmed them in writing to the client.
If the client cancels an agreement before the supplier has begun performing it, the client must compensate the loss the supplier suffers as a result. This loss includes in any case the supplier's losses, the lost profit and, in any case, the costs the supplier has already incurred in preparing for the agreement to be performed. Examples are reserved production capacity, purchased materials, services called upon and storage.

Article 5 — Price

The prices stated in an offer or agreement are in euros. Unless expressly stated otherwise, prices exclude costs of packaging, transport and other shipping costs, import documents, (transport) insurance(s), travel time, travel costs, accommodation costs, and also exclude turnover tax (VAT) and/or other government-imposed levies of any kind whatsoever.
The price quoted by the supplier applies solely to performance in accordance with the specifications agreed in the agreement.
In the case of composite offers, there is no obligation to deliver part of the total performance at the amount stated for that part in the offer or at a proportionate part of the price quoted for the whole.
If no price has been agreed between the parties, but the parties concluded one or more agreements with identical or virtually identical content in the year preceding the agreement, the price will be calculated on the basis of the production methods used and the calculation rates applied for those agreements, using the prices applicable at the time of entering into or performing the current agreement.
If no price has been agreed but paragraph 4 of this article does not apply, or if only a price indication has been given, or if the agreed price may be amended in accordance with these general terms and conditions, then the price or the change to the price is determined at an amount considered reasonable in the graphic media industry.

Article 6 — Price changes

The indexation of wages, social security contributions, prices, hours and transport takes place annually in accordance with the KVGO index tool, unless otherwise agreed. The KVGO index tool is based on the indexation percentages that can be found in independent and public sources of information from various bodies. The KVGO index tool can be requested from KVGO at any time.
The supplier may unilaterally increase the agreed price during the term of the agreement if one or more of the following circumstances arise within three months of concluding the agreement: an increase in material costs, an increase in the price of semi-finished products or services needed to perform the agreement. Such services include, but are not limited to: an increase in shipping costs, in wages, in employer's social insurance contributions, in the costs associated with other employment conditions, the introduction of new government levies on raw materials and the increase of existing ones, an increase in the cost of energy or residual materials, a significant change in currency ratios, or comparable circumstances. The supplier will inform the client in good time, in writing or digitally, of an intended price change. If the client is a consumer, they are entitled, in the situations referred to in paragraph 1 of this article, to cancel the order. In that case the consumer will only owe the costs demonstrably incurred by the supplier. This provision does not apply to changes resulting from government levies or taxes.
If the supplier has more work or costs than could be foreseen by the parties when entering into the agreement, the supplier may increase the price. This applies, among other things, to text that is extra labour-intensive, unclear copy, unclear sketches, drawings or models, defective information carriers, computer software or data files, or where the client supplies materials or products that are defective. All similar supplies by the client that give the supplier more work or costs than it could reasonably expect when entering into the agreement are also grounds for increasing the agreed price. The agreed price may also be increased if extraordinary or reasonably unforeseeable processing difficulties arise from the nature of the materials and products to be processed. The supplier will inform the client in good time, in writing or digitally, of an intended price change.
The supplier may increase the agreed price if the client changes the originally agreed specifications, including author's corrections or amended instructions after receipt of working drawings, models and typesetting, printing and other proofs. The supplier will cooperate with these changes within reasonable limits, provided the content of the performance to be delivered by it does not differ materially from the performance originally agreed.

Article 7 — Payment term

The payment term is 30 days after the invoice date. Payment must be made in the manner indicated by the supplier. If payment is not made on time, the client is in default without any notice of default by the supplier being required.
Has delivery in parts been agreed? Then, after delivery of the first part, the supplier may, in addition to payment for that part, also request payment of the costs incurred for the entire delivery, such as those for typesetting, lithographs and proofs.
The client is always obliged, regardless of the agreed payment terms, to make full or partial advance payment and/or to provide security for payment of the amounts payable to the supplier under the agreement upon the supplier's first request. The security offered must be such that the claim, together with any interest and costs falling due on it, is properly covered and that the supplier can readily have recourse to it. Any security that later becomes insufficient must be supplemented to sufficient security upon the supplier's first request. If and for as long as the client fails to make the full or partial advance payment and/or provide the security required by the supplier, the supplier is entitled to suspend its delivery obligation.
Does the client fail to pay within the agreed term? Then, on account of the delay in payment of the amount owed by them, they owe the statutory commercial interest on this amount from the 31st day after the invoice date, or, where applicable, the statutory interest. The supplier is entitled to charge one twelfth of this interest for each month or part of a month in which the client has not fully complied with its payment obligation.
In the event of late payment as referred to in paragraph 1 of this article, the client is obliged, in addition to the amount owed and the interest accrued on it, to fully reimburse both the extrajudicial and the judicial collection costs, including the costs of lawyers, bailiffs and collection agencies. The extrajudicial costs are set at at least 15% of the principal sum plus interest. The minimum amount for this is € 100,00. However, the supplier is also entitled to claim the actual extrajudicial costs if these are higher. Is the client a consumer? And has the outstanding amount not been paid within 14 days of a reminder from the supplier after the consumer is in default? Then, with regard to the extrajudicial costs, the supplier is entitled to an amount equal to the maximum legally permitted compensation for extrajudicial collection costs in accordance with the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
If the client is in default with the payment of any invoice as referred to in paragraph 1 of this article, all other outstanding invoices also become immediately due and payable, without any further notice of default being required.
Payments made by the client will first be deducted from the costs owed, then from the interest accrued, and subsequently from the principal sum of the invoices due and payable, starting with the invoices that have been outstanding the longest. This also applies if the client states, when making payment, that the payment relates to a different invoice.
Without prejudice to provisions of mandatory law, the client is not entitled to suspend its payment obligations towards the supplier and/or to set them off against payment obligations of the supplier towards the client.
The supplier is entitled to set off all claims against the client with any debt the supplier may owe to the client or to (legal) persons affiliated with the client.
All claims of the supplier against the client are immediately due and payable in the following cases:
1. if, after concluding the agreement, circumstances come to the supplier's attention that give it good grounds to fear that the client will not meet its obligations. This is entirely at the supplier's discretion;
2. if the supplier has asked the client to provide security for performance as referred to in paragraph 3 of this article and this security is not forthcoming or is insufficient;
3. in the event of an application for bankruptcy or suspension of payment of the client, the liquidation, death or bankruptcy of the client, or, insofar as the client is a natural person, the application of the Dutch Natural Persons Debt Rescheduling Act (WSNP) to the client.

Article 8 — Method of delivery; retention of title

Unless otherwise agreed, delivery of goods, services and/or other work takes place at the location of the premises where the supplier conducts its business. Digital deliveries take place to the email address specified for this purpose by the client, by uploading (at the client's risk) to an external server, or by making available on the server of (an auxiliary person of) the supplier.
The supplier is not obliged to deliver the (manufactured) goods and/or services to be delivered in parts.
The client is obliged to cooperate fully in the delivery of the goods or services to be delivered by the supplier under the agreement. The client will be immediately in default if it does not collect the goods to be delivered from the supplier upon the supplier's first request or, where applicable, refuses to accept the goods to be delivered.
Delivery of goods by the supplier to the client takes place subject to retention of title until the client has paid everything it owes under any agreement with the supplier, including interest and costs accrued. Until that time, the client is obliged to keep the goods delivered by the supplier separate from other goods and clearly identified as the supplier's property, and to properly insure them and keep them insured.
Is there delivery of goods to the client in a territory other than the Netherlands? Then, with regard to these goods, if and as soon as they are located in the territory of the country concerned, in addition to the retention of title under Dutch law referred to in paragraph 4 above, a retention of title as referred to in paragraph 4 above under the law of the country concerned also applies. For the rest, only Dutch law applies to the agreement.
As long as a retention of title rests on delivered goods, the client may not encumber or dispose of them except with the express approval of the supplier. This retention of title also applies to products in which the delivered goods have been incorporated.
After the supplier has invoked its retention of title, it may reclaim the delivered goods. The client grants the supplier access to the places where the goods are located.
Any agreed transport of the goods to be delivered is at the client's expense. The costs associated with transport include in any case export and import duties, customs clearance costs, taxes and any other government-imposed charges of any kind associated with the transport and delivery of the goods by the supplier, unless otherwise agreed in writing between the parties.
The risk for the goods, services or other work to be delivered passes to the client ex the supplier's warehouse, the warehouse of a third party engaged by the supplier, or after electronic provision by the supplier, unless expressly agreed otherwise in the agreement. Transport of all goods is always at the client's risk. Unless the client requests the supplier in good time to insure the goods during transport at the client's expense (and/or unless otherwise provided in the agreement), the transport of the goods by or on behalf of the supplier is uninsured. Transport also includes the transmission of data by any technical means.
The supplier has fulfilled its delivery obligation by making the goods available to the client at the agreed time in its warehouse, the warehouse of a third party engaged by the supplier, or by electronic means. The delivery document signed by or on behalf of the client and/or the associated attachments of the carrier constitute full proof of delivery by the supplier of the goods stated in the delivery document and/or associated attachments. Acceptance of goods from the supplier by the carrier serves as proof that these were in outwardly good condition, unless the contrary is apparent from the waybill or the receipt.
The supplier is not obliged to store goods, unless the parties agree otherwise in writing. If the client refuses to accept the goods offered or made available for delivery, the supplier will store the goods concerned for 14 days after the date of offer at a location to be determined by it. After this period, the supplier is no longer obliged to keep the goods ordered by the client available to the client and is entitled to dispose of them. This also includes the possibility of selling the finished product to one or more third parties. The client nevertheless remains obliged to perform the agreement by taking delivery of the goods concerned within 14 days of the supplier's first request, at the agreed price. In addition, the client is also obliged to compensate the supplier for the loss arising from the client's earlier refusal to accept the goods concerned, including storage and transport costs.

Article 9 — Delivery period

A delivery period stated by the supplier is for indication only. Only if this has been stated in writing and expressly does it constitute a final deadline. Even in the case of an agreed final deadline, the supplier is only in default after a written notice of default by the client. Exceeding the agreed delivery period does not give any right to compensation. Nor does the client have any right to compensation upon dissolution of the agreement, unless the exceeding of the reasonable period set in the notice of default is the result of intent or gross negligence on the part of the supplier.
The supplier is not bound to an agreed final delivery deadline if the client wishes a change in the specifications of the work, the good, the product or the service, or fails to comply with the provisions of paragraph 1 of article 11 of these terms. The supplier is bound to the agreed final delivery deadline if the change or delay is reasonably of minor significance and does not lead to a change in production capacity.
In the performance of the agreement by the supplier, the client is obliged to do everything that is reasonably necessary or desirable to enable timely delivery by the supplier. This applies in particular to answering the supplier's questions without delay, preventing defective supplies as referred to in paragraph 2 of article 6, and observing the provisions of paragraph 1 of article 11 and paragraphs 1 and 2 of article 17 of these terms of delivery.
Does the client fail to comply with the provisions of the previous paragraph of this article and paragraph 3 of article 7? Then an agreed final delivery deadline is no longer binding and the client is in default without a written notice of default by the supplier being required. In that case the supplier is, without prejudice to the rights conferred on it by law, entitled to suspend performance of the agreement until the client has remedied this default. Thereafter the supplier will still perform the agreement within a reasonable period.
Where the supplier's obligations are suspended on account of a failure by the client other than the failure referred to in paragraph 4 above, the delivery period is likewise extended by the duration of the suspension.

Article 10 — Inspection on delivery

The client is obliged to examine with due diligence and promptness after delivery whether the supplier has properly performed the agreement, and must inform the supplier immediately in writing if this is not the case. The client must in any case carry out this inspection and give the relevant notification within 14 days of delivery.
The supplier always has the right to substitute a new, proper performance for an earlier defective performance, unless the default is not remediable.
Performance of the agreement is deemed proper between the parties if the client fails to carry out the inspection and give the notification referred to in paragraph 1 of this article on time.
It may be that the 14-day period referred to in the first paragraph of this article must, by standards of reasonableness and fairness, be regarded as unacceptably short even for a careful and alert client. In that case this period will be extended until, at the latest, the first moment at which the inspection or the notification of the supplier is reasonably possible for the client.
The supplier's performance is in any event deemed proper if the client has put the delivered goods or part of the delivered goods into use, has processed or worked them, has delivered them to third parties, or has had them put into use, worked, processed or delivered to third parties.
Without prejudice to provisions of mandatory law, complaints of any kind whatsoever regarding the supplier's performance of the agreement or the proper performance thereof by the supplier do not suspend the client's payment obligation. Complaints may only be brought to the supplier's attention in writing.
Without prejudice to provisions of mandatory law, the supplier has no obligation whatsoever with regard to a claim submitted if the client has not met all its obligations towards the supplier (both financial and otherwise) on time and in full.
A claim by the client relating to the quality of a good delivered and/or work or services performed by the supplier cannot affect goods and/or work or services previously delivered or still to be delivered, even if these goods and/or work or services to be delivered are or will be delivered in performance of the same agreement.
If goods are missing on delivery, the client must likewise report this to the supplier in writing within 14 days of delivery. In the event of a report after this period, the missing goods will not be credited to the client, nor will the goods be delivered to the client free of charge after all.

Article 11 — Typesetting, printing or other proofs

The client will carefully examine the typesetting, printing or other proofs received from the supplier, whether or not at its request, for errors and defects and return them to the supplier, corrected or approved, with due promptness.
Approval of the proofs by the client counts as acknowledgement that the supplier has correctly carried out the work preceding the proofs.
The supplier is not liable for deviations, errors and defects that have gone unnoticed in proofs approved or corrected by the client.
Every proof made at the client's request is charged in addition to the agreed price, unless expressly agreed otherwise.

Article 12 — Deviations

Deviations of minor significance between, on the one hand, the work delivered and/or the goods delivered/manufactured and/or the work/services performed and, on the other hand, the original design, drawing, copy or model, or the typesetting, printing or other proof, are no reason for rejection, discount, dissolution of the agreement or compensation.
In assessing whether deviations in the work as a whole, or in the goods delivered/manufactured, or in the work/services performed, are to be regarded as minor, a representative sample of the work is taken into account, unless it concerns individually determined goods or work/services.
Deviations that, taking all circumstances into account, reasonably have no or only a subordinate effect on the usability value of the work or the goods delivered/manufactured or the work/services performed are always deemed to be deviations of minor significance.
The client takes into account the fact that colours of printed products and layout files, as reproduced in (digitally) produced printing proofs or as shown on a screen, will to a certain extent differ from the colour of the printed matter after production. Such deviations too cannot constitute grounds for rejection, discount, dissolution of the agreement or compensation.
Unless expressly agreed otherwise in writing, over- or under-deliveries relative to the agreed quantity are permitted provided they do not exceed the following percentages: runs up to 20.000 units: 10%; runs of 20.000 and more: 5%. For over- or under-deliveries of packaging print, labels and continuous stationery, a percentage of 10% is always permitted. The quantity delivered in excess or short is charged or credited respectively.
With regard to the quality and gram weight of paper and board, certain deviations are permissible. For the assessment of this, the average of the total quantity delivered in one type, quality, colour and finish serves as the standard. If a minimum or maximum value has been agreed, then a double deviation upwards or downwards respectively is permitted.
Deviations in the other materials and semi-finished products used by the supplier that are permitted under the general sales conditions applicable to the delivery of these materials and semi-finished products to the supplier are regarded as deviations of minor significance. The relevant conditions are available for inspection at the supplier. The supplier will send the client a copy of these conditions free of charge on request.

Article 13 — Continuing performance agreements; periodicals

An agreement for the production of a periodical applies, unless expressly agreed otherwise in writing, for an indefinite period and can only be terminated by notice with due observance of the notice period referred to in paragraph 2. This notice period may be departed from if the client pays a one-off termination fee amounting to 50% of the total amount charged by the supplier over the entire previous year for producing the periodical.
The notice period is one year if it concerns a periodical that appears four times a year or more often, and 6 months if it concerns a periodical that appears less frequently.
A periodical as referred to in paragraph 1 of this article means a publication that appears at least twice a year.
Production within the meaning of the first paragraph of this article also includes the production of semi-finished products or aids such as loose sections, lithographic and typesetting work, as well as finishing work and the distribution of the publication.
An agreement as referred to in this article can only be terminated in writing. The burden of proof for the termination lies with the client.
The provisions of this article may only be departed from by written agreement. The notice period for agreements to provide services or carry out work is 6 months by default. In addition, paragraphs 1 and 5 of this article also apply here.

Article 14 — Intellectual property etc.

The client warrants to the supplier that it is the rightful owner of all goods received from or on behalf of the client in the context of the agreement, in whatever form, and that no infringement is made on the (intellectual property) rights of third parties. The client indemnifies the supplier, both in and out of court, against all claims that third parties may assert on that basis.
If the supplier reasonably doubts whether the client is the rightful owner as referred to in paragraph 1 of this article, the supplier may suspend performance of the agreement until it is unequivocally established that the client is the rightful owner. Thereafter the supplier will still perform the agreement within a reasonable period.
Unless expressly agreed otherwise in writing, the supplier is always the holder of the intellectual property rights that arise in the goods manufactured, services provided and work performed by it in performing the agreement.
The goods delivered by the supplier in the context of the agreement may not be reproduced within the framework of any production process without its written permission. This is also the case even if no copyright or other statutory protection exists for the supplier in the design.
If the client has fully met its financial obligations under the agreement, it obtains, after delivery by the supplier, the non-exclusive, non-transferable right to use the goods manufactured, services provided and work performed by the supplier in the context of the agreement. This right of use includes the right of normal use of the delivered goods in the context of operating the client's business. The client will not otherwise reproduce or make public these goods without the supplier's prior written permission.
The right granted to the client on the basis of this article does not affect the supplier's right or ability to use and/or exploit the underlying components, general principles, ideas, designs, algorithms, documentation, programming languages, protocols, standards, know-how and the like without any restriction for other purposes. Nor is the supplier's right affected to make developments that are similar to and/or derived from those made or being made for the client.
Even if the agreement does not expressly provide for this, the supplier is always permitted to apply technical measures to protect equipment, data files, websites and software.

Article 15 — Ownership of means of production etc.

All goods manufactured by the supplier remain the property of the supplier, even if they are stated as a separate item in the offer or on the invoice.
The supplier has no obligation to hand over the goods referred to in paragraph 1 to the client or otherwise transfer them to it.
The supplier does not have to keep the goods referred to in the first paragraph of this article for the client. If the supplier and the client agree that these goods will be kept by the supplier, this will be for a maximum period of one year and without the supplier guaranteeing their suitability for repeated use.

Article 16 — Client's property, right of pledge

The supplier will carefully keep the goods entrusted to it by the client in the context of performing the agreement.
Without prejudice to the provisions of the previous paragraph of this article, the client bears all risks during storage with regard to the goods referred to in paragraph 1. If desired, the client must take out insurance itself for this risk.
The client is obliged to ensure a duplicate of copy, a drawing, design, a photographic recording or an information carrier. The client provides for this prior to supplying it to the supplier. The client retains this in case the goods supplied are lost during storage by the supplier or become unusable due to damage. In that case the client will, on request, provide the supplier with a new copy against reimbursement of material costs.
The client grants the supplier a right of pledge on all goods that are brought into the supplier's possession by the client in the context of performing the agreement with the supplier, and also on all other goods that are the property of the client and are brought into the supplier's possession by it. The foregoing also applies to delivered goods on which the supplier cannot invoke its retention of title because the delivered goods have been mixed, deformed or accessioned. This gives the supplier greater security for payment of everything the client may owe to the supplier in whatever capacity and on whatever grounds, including debts that are not yet due and conditional debts.

Article 17 — Materials, products, specifications and information supplied by the client

If the client has agreed with the supplier that the client will supply material, (electronic) data or products for printing or processing, the client ensures a supply that is timely and proper for normal, planned production. The client receives instructions from the supplier for this.
In addition to the material or products needed for the agreed performance, the client is obliged also to supply a reasonable quantity for proofs, make-ready waste and the like for the relevant process. The client will receive the supplier's statement of this. The client warrants that the supplier will receive a sufficient quantity. The supplier's confirmation of receipt of the material or products is not an acknowledgement that a sufficient quantity, or the quantity stated on the transport documents, has been received.
The client bears the risk of misunderstandings regarding the content and performance of the agreement if these are caused by specifications or other data not received, not correctly received, not received on time or incompletely received by the supplier.
The supplier is not obliged to examine the goods received from the client for their suitability prior to printing or processing.
The supplier cannot be held liable for failure in the performance of the agreement if this is caused by extraordinary or, for the supplier, reasonably unforeseeable processing difficulties arising from the nature of the materials, (electronic) data or products supplied by the client. Nor if this is the result of deviations between the sample or specimen initially shown to the supplier and the materials, (electronic) data or products subsequently supplied by the client.
The supplier does not guarantee properties such as durability, adhesion, gloss, colour, light or colour fastness, or wear resistance if the client has not, at the latest when entering into the agreement, stated the properties and nature of the materials or products supplied by it and/or has not provided proper information about the pre-treatments applied and/or the surface treatments applied.
Unless expressly agreed otherwise, the supplier cannot be held liable for the detachment, sticking, smudging, change of gloss or colour, or for damage to materials and products received from the client and to be printed or processed by it, if these have undergone a pre-treatment such as the application of lacquer, varnish or anti-set-off powder.
The client is obliged to point out to the supplier in advance, in writing, any particular difficulties or health risks during the printing or processing of the materials and products supplied by it.
The supplier is entitled to dispose of the residues, such as cutting waste etc., of the materials and products supplied by the client as if they were its property. If the supplier so requests, the client must collect the unused materials and products and the residues from the supplier within the period set by the supplier.

Article 18 — Force majeure

Failures by the supplier in the performance of the agreement can only be attributed to it if they are due to its fault or come at its expense by virtue of the law, the agreement or generally accepted standards. A failure in the performance of the agreement on the basis of force majeure is not an attributable failure of the supplier.
Force majeure as referred to in paragraph 1 of this article includes in any case, and therefore not exclusively, a failure resulting from war, mobilisation, unrest, flooding, closed shipping lanes, other transport obstructions, stagnation in, or restriction or stoppage of, supply by public utility companies, a shortage of gas, petroleum products or other means of energy generation, fire, machine breakdown and other accidents, excessive absenteeism of staff due to illness, strikes, lock-outs, trade union actions, export restrictions, other government measures, non-delivery of necessary materials and semi-finished products by third parties, sabotage, intent or gross negligence of auxiliary persons and other similar circumstances.
In the event of force majeure, the supplier has the choice to:
1. suspend performance of the agreement until the force majeure situation has ceased to exist, or
2. dissolve the agreement in whole or in part, whether or not after having initially opted for suspension.
In both cases the client has no right to any compensation. If the period during which performance of the supplier's obligations is impossible due to force majeure lasts longer than thirty (30) days, the client also has the option to dissolve the agreement in part (for the future), on the understanding that the supplier is entitled, in accordance with paragraph 4 of this article, to send an invoice for the goods already delivered or the work/services already performed. In the event of partial dissolution there is no obligation to compensate the (possible) loss.
If, at the onset of the force majeure, the supplier has already partly met its obligations or can only partly meet its obligations, it is entitled to invoice that part separately and the client is obliged to pay this invoice as if it were a separate agreement.

Article 19 — Liability

The supplier is liable for loss suffered by the client provided this is the result of an attributable failure of the supplier in the performance of the agreement. However, only that loss qualifies for compensation against which the supplier is insured, or reasonably ought to have been insured, given the nature of the supplier's business and the market in which it operates, and only up to the amount that the supplier's insurer pays out in the relevant case.
The following does not qualify for compensation:
1. financial loss, such as, but not limited to, business loss, consequential loss, loss due to delay, lost profit, loss of turnover, missed savings, reduced goodwill, reputational damage, loss relating to costs in connection with interruption or standstill of (part of) the client's business and/or other indirect loss;
2. loss arising from acts or omissions of the client and/or third parties contrary to instructions provided by the supplier or contrary to the agreement and/or these terms of delivery;
3. loss as a direct result of incorrect, incomplete and/or defective information provided to the supplier by or on behalf of the client;
4. loss as a result of or in connection with cybercrime committed against the supplier, or cybercrime of which the supplier has become a victim, where the supplier is liable for this loss, including, among other things, loss due to computer intrusion, obstructing access to or use of an automated system, destroying or disabling an automated system or telecommunications facility, disrupting its operation, and the unlawful alteration, deletion or blocking of data or the spreading of computer viruses.
If (a) the supplier was unable, at the time of entering into the agreement, to take out insurance as referred to in paragraph 1 of this article, or could not do so on reasonable terms, or subsequently extend it on reasonable terms; or (b) the insurer does not pay out the relevant loss; or (c) the relevant loss is not covered by the insurance, then compensation for the loss is limited to the amount agreed by the supplier with the client for the (relevant) agreement (excluding VAT).
After delivery, the supplier is no longer liable for loss of any kind whatsoever.
The supplier is also not liable for damage to materials or products received from the client and to be printed, worked or processed by the supplier, if the client has not, at the latest when entering into the agreement, stated the properties and nature of these materials or products and provided proper information about the pre-treatments applied and the surface treatments applied.
If the supplier is held liable by a third party in respect of any loss for which it would not be liable towards the client under the agreement with the client or these terms of delivery or otherwise, the client will fully indemnify the supplier in this respect and reimburse the supplier for everything it must pay to that third party.

Article 20 — Security

If the supplier is obliged under the agreement to provide a form of information security, that security will comply with the specifications regarding security agreed in writing between the parties. The supplier does not guarantee that the information security is effective under all circumstances. If an expressly described method of security is absent from the agreement, the security will meet a level that is reasonable in view of the state of the art, the sensitivity of the data and the costs associated with implementing the security.
The access or identification codes and certificates provided to the client by or on behalf of the supplier are confidential and will be treated as such by the client and made known only to authorised staff members within the client's own organisation. The supplier is entitled to change assigned access or identification codes and certificates. If the client or its auxiliary persons fail to comply with this article, the client is liable for any loss whatsoever suffered by the supplier.
The client will adequately secure its systems and infrastructure, update them in good time and have antivirus software running at all times.

Article 21 — Processing of personal data

If the supplier processes or has personal data processed (as referred to in Regulation (EU) 2016/679, the 'GDPR'), the supplier will comply with the applicable laws and regulations with regard to the processing of this data. In that case the supplier is regarded as a processor as referred to in the GDPR and will meet its obligations as such. In that case a processing agreement will be concluded between the supplier and the client.
The client is obliged to comply with the applicable laws and regulations with regard to the processing of the personal data referred to in paragraph 1 of this article. The client is fully responsible and liable for meeting its obligations arising from the aforementioned laws and regulations.
When processing the personal data referred to in paragraph 1 of this article, the client warrants that the processing of personal data is lawful and does not infringe the rights of the data subjects concerned. The client indemnifies the supplier against any claims of data subjects or third parties as a result of the client's failure to comply with the applicable laws and regulations, including but not limited to the GDPR. The supplier is only liable for the loss caused by the processing of personal data carried out by it if, in the processing, the obligations of the GDPR specifically directed at the supplier as processor have not been met, or if it has acted outside or contrary to the client's lawful instructions.

Article 22 — Confidentiality

Both parties are obliged to maintain confidentiality of all confidential information they have obtained from each other or from another source in the context of the agreement. Information counts as confidential if this has been communicated by a party or if this follows from the nature of the information.
If the supplier is obliged, by virtue of a statutory provision or a court ruling, to provide confidential information to third parties designated by law or by the competent court, and the supplier cannot invoke a right of non-disclosure recognised or permitted by law or by the competent court in this respect, then the supplier is not obliged to pay any compensation or indemnification. Nor is the client then entitled to dissolve the agreement, without prejudice to provisions of mandatory law.

Article 23 — Limitation periods

Without prejudice to provisions of mandatory law, legal claims and other powers of the client, on whatever grounds, against the supplier in connection with goods manufactured/delivered and/or work/services performed lapse six (6) months after the date on which the client became aware, or could reasonably have been aware, of the existence of these rights and powers, and if it has not filed a written claim with the supplier before the expiry of this period.
If the client has filed a written claim with the supplier within the period referred to in paragraph 1 of this article in connection with goods manufactured and/or work/services performed by it, then, without prejudice to provisions of mandatory law, any legal claim of the client in this respect lapses if the supplier is not brought to court within a period of four (4) months after receiving the relevant claim before the court having jurisdiction under article 25 of these terms of delivery.

Article 24 — Dissolution

The client is in default by operation of law if it fails to meet, or fully meet, any obligations whatsoever under the agreement. In that case the supplier has the right, without further notice of default and without judicial intervention, to unilaterally dissolve the agreement in whole or in part by means of a written notice to the client and/or to suspend its obligations under the agreement. In doing so the supplier is not liable for damages and retains all rights accruing to it, including the right to full compensation. All claims that the supplier may have or acquire against the client in these cases will be immediately and fully due and payable.
The client is in default by operation of law, and the supplier has the right to unilaterally dissolve the agreement in whole or in part, without further notice of default and without judicial intervention, by means of a written notice, without the supplier being liable to any compensation and without prejudice to its further rights, in, among others, the following situations: (an application for) the client's bankruptcy, (a request for) suspension of payment, application of the WSNP or the death of the client; attachment of a substantial part of the client's assets or the situation in which the client can no longer be deemed capable of meeting its obligations under the agreement; closure, liquidation or full or partial takeover, direct or indirect change of control or any comparable state of the client's business; or cessation of the client's business.
In the event that the client has irrevocably become bankrupt, the right to use the software, websites and the like made available, as well as the use of the supplier's services, ends insofar as applicable, without any act of termination being required for this.

Article 25 — Applicable law

The agreement between the supplier and the client is governed by Dutch law.
The Dutch court has jurisdiction to hear all disputes arising from or connected with the performance of the agreement between the supplier and the client. The competent court is the court of the district under which the supplier falls, unless the client is a consumer and, within one month after the supplier has invoked this clause against the client in writing, chooses for the dispute to be settled by the court having jurisdiction by law.

Ready for your project?

Submit your request for a tailored quote.

Request a quote