Terms and Conditions

General terms and conditions for business clients of the sole proprietorship Just-in Services, based in Oldenzaal.

These terms and conditions apply to every offer, quotation, and agreement between Twente Laser and a client to which Twente Laser has declared these terms and conditions to be applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing. The present terms and conditions also apply to agreements with Twente Laser for the execution of which Twente Laser must engage third parties.

ARTICLE 1 – DEFINITIONS

“Client” refers to the commercially acting purchaser of goods and services from Twente Laser. The term “in writing” refers to a record via the internet, email, or letter.

ARTICLE 2 – IDENTITY OF THE ENTREPRENEUR

Company name: Just-in Services

Business address: Enschedesestraat 53, 7574 AA, Oldenzaal

Email address: info@TwenteLaser.nl

Chamber of Commerce number: 70563152

VAT identification number: NL002292596B64

ARTICLE 3 – EXCLUSION OF THE CLIENT’S TERMS AND CONDITIONS

The general terms and conditions used by the client are excluded from application. If one or more provisions in the general terms and conditions of Twente Laser are at any time void or voided in whole or in part, the remainder of these general terms and conditions shall remain fully applicable. Twente Laser and the client will then enter into consultation to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and scope of the original provisions of Twente Laser. If there is any ambiguity regarding the interpretation of one or more provisions of the general terms and conditions of Twente Laser, the interpretation must take place ‘in the spirit’ of the general terms and conditions of Twente Laser. If a situation arises between parties that is not regulated in the general terms and conditions of Twente Laser, then this situation must be assessed in the spirit of the general terms and conditions of Twente Laser.

ARTICLE 4 – OFFER, FORMATION OF AN AGREEMENT

The agreement between the client and Twente Laser is not concluded simply because the client places an order in response to an offer from Twente Laser, but only once Twente Laser confirms the order from the client in writing (“order confirmation”). Offers from Twente Laser are therefore not binding in the sense that they merely need to be accepted by the client to establish an agreement.

ARTICLE 5 – CANCELLATION

If the client wishes to cancel the agreement concluded with Twente Laser, they must send Twente Laser a written notice of cancellation. The cancellation only takes effect after the cancellation notice has been confirmed in writing by Twente Laser. The client can no longer cancel after Twente Laser has issued the order for printing.

After cancellation, Twente Laser will always charge the client a minimum amount of €100 for costs, plus the actual costs incurred up to that point if they exceed €100.

ARTICLE 6 – LAYOUT AND SPECIFICATIONS OF THE PRINTED MATTER AND ACCOUNTABILITY

6.1 Upon written request, the client will receive a paper sample free of charge for the purpose of ordering printed matter. Based on this, the client can assess the paper quality. If the client orders printed matter without having requested a paper sample, they cannot file a complaint regarding the paper quality.

6.2 After the agreement has been established, Twente Laser will notify the client in writing that they may send the desired layout for the printed matter to Twente Laser. This submission must be carried out according to the procedure and specifications (hereinafter collectively: “submission specifications”) stated on the Twente Laser website. Twente Laser is not obliged to accept a submission that does not meet the submission specifications. Errors, deviations, or failures that occur during the (electronic) submission of the layout are solely the risk of the client. Twente Laser bears no responsibility or liability for this.

6.3 The client may choose to have Twente Laser perform a check after the layout files have been sent (“file check”). In that case, Twente Laser verifies whether the submitted files meet the technical requirements for printing and checks the files for compliance with the submission specifications. In the context of the “file check,” Twente Laser does not assess whether the provided file contains inaccuracies or errors in text, creativity, color, etc. If the client does not choose a “file check,” Twente Laser will enable the client to submit via the “file check system,” and the client can generate and check a print preview in PDF format themselves. The order will only be executed further after the client has approved the print preview according to the established procedure.

6.4 The client must take into account that colors – of printed products and layout files – as displayed in the client’s own print-out or as shown on a screen at the client’s location, will deviate to a certain extent from the color of the printed matter after production. Such a deviation does not entitle the client to any claim due to a defect. An objectively determined standard color only applies if it has been specified in the order confirmation. Deviations of up to 5% in size are permitted and do not entitle the client to any claim due to a defect. The deviation is determined by comparison (i) in the case of a “file check”: with the file as received by Twente Laser and (ii) in other cases: with the PDF print preview. Even if a standard color applies, a deviation is permitted. Minor deviations in quality and grammage of the paper are permitted. The tolerance standards according to the general terms and conditions of sale of the Association of Paper Wholesalers serve as the benchmark. The client can consult those terms and conditions on the Twente Laser website, and they will be sent to the client free of charge by Twente Laser upon request.

ARTICLE 7 – PRICE AND PAYMENT

7.1 Regarding the agreed price and payment method, the order confirmation is exclusively decisive. Stated prices are exclusive of VAT unless otherwise indicated. The agreed price is free at the delivery address, provided this is an address in the Netherlands, unless otherwise indicated in the order confirmation.

7.2 If prepayment has been agreed upon, the order will only be executed after the client has paid the full amount. Nevertheless, Twente Laser may charge costs incurred before payment was received in the event of cancellation. If payment on account has been agreed upon, the client will pay the invoice amount within 14 days of the invoice date. In this case, Twente Laser may request prepayment or payment on delivery if Twente Laser has reason to fear (afterwards) that payment on account will not be made in time.

7.3 Costs of bank transfers are borne by the client. The client does not have the right to set off the payment obligation against a claim against Twente Laser.

7.4 Upon exceeding the aforementioned – fatal – payment term mentioned in 7.2, the client is immediately in default without any notice of default being required. Twente Laser is then entitled to dissolve the agreement. Twente Laser then has a claim for compensation of the statutory commercial interest (Article 6:119a of the Dutch Civil Code) starting from the day on which payment should have been made at the latest. Twente Laser also has a claim for reimbursement of collection costs. These costs are set at 15% of the invoice amount, but Twente Laser has a claim for reimbursement of a higher amount if the actual costs are higher.

ARTICLE 8 – DELIVERY AND RISK DURING TRANSPORT

8.1 Delivery to the client within the Netherlands takes place during office hours, 08:30–18:00, on working days, via appropriate transport commissioned by Twente Laser. The printed matter is packaged in the usual manner.

8.2 The costs of transport to a delivery address within the Netherlands are for Twente Laser, unless otherwise indicated in the order confirmation. However, the risk of loss or damage to the printed matter during transport always lies entirely with the client from the moment it is handed over to the carrier. The client must hold the carrier liable for compensation in the event of loss or damage. Deviating agreements regarding transport and/or packaging only bind Twente Laser if they were entered into in writing by Twente Laser.

8.3 Delivery times stated by Twente Laser are calculated from the moment the order is taken into print, according to the status update provided by Twente Laser. The delivery times provided by Twente Laser are an indication; they do not constitute a “fatal term” that leads to liability for Twente Laser in case of delay. A fatal term only applies if Twente Laser has accepted this obligation in writing, with an express indication that it is a fatal term. Exceeding the indicative delivery term does not entitle the client to any claims due to a defect. If an indicative delivery term is exceeded by more than 30 days, the client may cancel the order in writing. In deviation from Article 4, the cancellation will not lead to any costs for the client.

8.4 If delivery cannot take place for reasons attributable to the client, a delivery attempt will be made once more at no cost. The delivery term will be extended by the delay that occurs, and this extended delivery term is also a fatal term. If the goods still cannot be delivered, Twente Laser will keep the goods available at the client’s expense until further notice, for a maximum of 30 days. Within these 30 days, the client can still have the goods delivered upon payment of the costs of storage and (re)delivery. Once the 30 days have passed, Twente Laser may dispose of the goods at the client’s expense. The purchase price becomes due after the first delivery attempt. The purchase price remains due if Twente Laser disposes of the goods.

ARTICLE 9 – OBLIGATIONS OF TWENTE LASER, COMPLAINTS

9.1 Twente Laser will deliver printed products with the specifications and qualities as stated in the order confirmation, observing what has been determined in these general terms and conditions, for example regarding permitted deviations. Twente Laser only guarantees that the printed matter is generally suitable for the purpose for which it is intended. Twente Laser provides no guarantee that the printed matter is suitable for any particular purpose, in general or a specific purpose the client has in mind. It does not matter whether the client has communicated this particular purpose to Twente Laser.

9.2 Deviations in quantities are permitted if the deviation remains within 10% of the quantity specified in the order. Within that margin, the surplus will not be charged, and the shortage will not be settled.

9.3 The client will check within eight days after delivery whether the delivered goods comply with the agreement. This concerns in any case: quantity, layout, color scheme, and other externally observable aspects. Complaints from the client regarding these points must be communicated to Twente Laser by registered letter within the specified term. Complaints about other aspects than those referred to here must be reported by the client to Twente Laser by registered letter within eight days of discovery.

The client can no longer file a complaint if three months have passed since delivery. With every complaint, a precise statement of the complaint must be provided, accompanied by approximately 30 copies of the printed matter about which the complaint is being made. If an invoice has been received in the meantime, a copy of the invoice must also be included. Upon receipt of a timely complaint according to the correct procedure, Twente Laser will investigate the complaint with due speed and contact the client.

9.4 If the term for complaints is exceeded, Twente Laser has the right to reject the complaint, and Twente Laser is not liable for the defect in question.

9.5 If Twente Laser has deemed the client’s complaint to be justified, the client will return the printed matter in question to Twente Laser upon its first request. The transport costs are then for Twente Laser’s account. If the client returns the printed matter unsolicited, the transport costs are for the client’s account, regardless of whether the complaint was justified according to Twente Laser or not.

9.6 The client cannot file a complaint regarding printed matter if the printed matter is used normally by the client or if there is improper storage or use.

9.7 If the client rightly complains about the printed matter, Twente Laser has the obligation but also the right to re-supply the printed matter or provide the missing part, thereby rectifying the defect. Such (re)delivery will take place with due speed. In that case, the client has no claim to dissolution or termination of the agreement. If re-delivery is objectionable for Twente Laser, Twente Laser may choose to dissolve the order and credit the purchase price.

ARTICLE 10 – LIMITATION OF LIABILITY OF TWENTE LASER

10.1 The liability of Twente Laser in connection with the delivery of printed matter to the client – both liability arising from the agreement and that arising by law – is limited as indicated below.

10.2 In the event of a culpable failure as referred to in 8.7, the client has no claim to dissolution or termination of the agreement. In that case, the client has no (further) claims against Twente Laser.

10.3 Twente Laser is never liable for indirect damage or consequential damage, whether suffered by the client or by third parties. Indirect damage or consequential damage includes, among other things: reputational damage, loss of goodwill, loss of turnover/profit, damage to buildings. The liability of Twente Laser is always limited to the invoice amount including VAT of the order that caused the liability claim by the client or the third party. If the (cause of the) liability claim concerns a partial delivery, the liability maximum is determined by the value of that part of the order.

10.4 The limitation of liability expires in the event of intent or gross negligence equivalent to intent on the part of the management of Twente Laser, but not in the event of intent or gross negligence equivalent to intent on the part of personnel, auxiliary persons, or suppliers of Twente Laser.

10.5 Twente Laser is not liable for aspects of the delivery for which the client bears responsibility or carries the risk. This includes, among other things, the layout that was approved by the client as determined in 5.3. Twente Laser is also not liable for aspects that fall within the deviations that are permissible as determined elsewhere in these terms and conditions.

10.6 The client will indemnify and hold Twente Laser harmless if Twente Laser is held liable by a third party in connection with the supplied printed matter and the defect in question, in the relationship between the client and Twente Laser, does not come for the account or risk of Twente Laser but for that of the client. This may also concern exceeding a liability maximum.

ARTICLE 11 – RETENTION OF TITLE

Twente Laser remains the owner of supplied printed matter until the client has fulfilled all obligations toward Twente Laser arising from the relevant delivery of printed matter or from similar transactions that the parties have entered into with each other or will enter into. The client may use the printed matter, the ownership of which is reserved by Twente Laser, in the normal exercise of their business. The client is not authorized to alienate these goods or to establish a security right on them for the benefit of third parties.

ARTICLE 12 – INFRINGEMENT OF THIRD-PARTY RIGHTS

The client guarantees to Twente Laser that the layout of the printed matter, as determined by the client, does not infringe upon the rights of third parties, in particular the copyright of third parties. The client will compensate Twente Laser for all damage and loss that Twente Laser suffers if and because the printed matter produced by Twente Laser infringes upon the rights of third parties. The client indemnifies Twente Laser against claims from third parties on this point. Twente Laser has the right to make and keep copies of the layout for the purpose of executing the agreement with the client.

ARTICLE 13 – FORCE MAJEURE

Parties are not liable for any failure in the event of force majeure. Force majeure on the part of Twente Laser includes in any case: war, unrest, and hostilities of any kind, blockade, boycott, natural disasters, epidemics, shortage of raw materials, prevention and interruptions of transport options, company disruptions, import and export restrictions or prohibitions, obstacles caused by measures, laws, or decisions of international, national, and regional government authorities. Insofar as applicable, force majeure on the part of Twente Laser also exists if the circumstances referred to above occur with auxiliary persons or suppliers of Twente Laser.

ARTICLE 14 – APPLICABLE LAW AND DISPUTES

Dutch law applies to the agreement. Disputes shall be submitted for decision