TERMS AND CONDITIONS

Applicability

These terms and conditions apply to and form part of all offers, quotations and (draft) agreements between STICKERCASE INTERNATIONAL BV, registered in the Chamber of Commerce under number 27373465, trading under the name STICKERCASE (part of STICKERCASE International BV) ("STICKERCASE") and its business client(s) ("Customer"), for the supply of products and services ("Products") by STICKERCASE, where these general terms and conditions are declared applicable.

Offer and formation of agreements

All offers of STICKERCASE are non-binding and subject to obvious spelling and typing errors. Offers expire in any case 30 days after the date on which STICKERCASE has sent these offers and/or quotations to the Customer.
The Customer guarantees the accuracy and completeness of the data, requirements, and specifications provided by or on behalf of the Customer to STICKERCASE, on which STICKERCASE bases its offer.
An agreement is only concluded when a quotation and/or order confirmation signed for approval by the Customer is received by STICKERCASE in a timely manner by post, fax, or email. An email received by STICKERCASE in which the Customer declares acceptance of a specific quotation or order confirmation will be considered equivalent.
Additions and amendments to the agreement can only be made in writing.

Prices

Unless otherwise stated, all quoted prices are exclusive of VAT.
The prices quoted by STICKERCASE are based on the type, quantity, size, and execution of the Products to be supplied as listed in STICKERCASE's price list(s) and/or website (www.stickercase.nl).
STICKERCASE has the right to adjust agreed prices before delivery in case of increases in the prices of cost factors, such as exchange rate fluctuations, raw materials, freight costs, labour costs, or government measures, which occur after the conclusion of the agreement but before delivery. In such cases, the Customer is entitled to dissolve the agreement, subject to reimbursement of the actual costs already incurred by STICKERCASE for the order.

Delivery

Unless expressly agreed otherwise in writing, delivery will be ex works (EXW) from Tilburg, Soest or Groningen. Unless otherwise agreed in writing, all quoted prices are exclusive of delivery costs.
The Customer is obliged to take delivery of the Products at the time they are made available to them by STICKERCASE.
Customers cannot cancel orders.
If the Customer refuses to take delivery or fails to provide information or instructions or otherwise fails to cooperate in the necessary receipt of products, STICKERCASE is entitled to take any measures (such as third-party storage) at the Customer's expense and risk, without prejudice to STICKERCASE’s right to demand performance or dissolve the agreement, possibly in combination with damages.
Delivery times or other deadlines given by STICKERCASE are an obligation of effort and shall not be considered a fatal term unless expressly agreed otherwise in writing. In the event of delayed delivery, STICKERCASE must first be put in default and granted a reasonable period to meet its obligations.
If STICKERCASE is in default, the Customer is only entitled to dissolve the agreement insofar as no products have yet been delivered.
If a deposit has been agreed, delivery times will not commence (or will be extended accordingly) until after receipt of the deposit by STICKERCASE.
STICKERCASE is entitled to execute placed orders in parts. If the orders are executed in parts, the Customer is obliged to accept the relevant partial delivery, and STICKERCASE is entitled to invoice each part separately.
STICKERCASE is entitled to charge the costs of any packaging separately. The packaging will not be returned. Should STICKERCASE be unexpectedly required to take it back by law or regulation, the costs associated with the return or processing of such packaging will be borne by the Customer.
For bulk orders, the actual delivered quantities may fluctuate. STICKERCASE is entitled to deliver and invoice 5% more or less than the quantity specified in the Customer’s order.

Printed Products (custom made products)

If STICKERCASE receives an order for Products that are partially or fully customised for the Customer or the Customer’s client, the Customer is required to provide (if possible, digitally) reproducible logos/data/material/design of good quality.
STICKERCASE is only required to provide an artist's impression for approval before production of custom-made products if and to the extent that this forms part of the written agreement between the parties. If the Customer does not withhold their approval in writing within 24 hours of receiving the artist's impression, it will be deemed approved.
Minor deviations from the final produced Product compared to the previously shown artist's impression, including but not limited to colour variations, logos, and/or dimensions, cannot be considered a defect by STICKERCASE.
For products printed by STICKERCASE, undoing the agreement through product return is excluded.

Payment

Unless otherwise agreed, the payment term for all STICKERCASE invoices is 30 days. The payment term is a strict deadline.
STICKERCASE is entitled to demand an advance payment of at least 50% of the delivery value from the Customer before the delivery of standard products or the start of production of custom-made Products. Payment must be made within 5 days of receipt of the order confirmation and accompanying invoice unless STICKERCASE and the Customer have explicitly agreed otherwise in writing.
If an advance payment is agreed, STICKERCASE will only commence production after receiving the payment.
If the Customer fails to make timely payment, they are automatically in default without the need for notice. From that moment, the Customer owes the statutory commercial interest on the outstanding amount, plus a penalty interest of 2%, and the actual extrajudicial and judicial collection costs incurred by STICKERCASE, with a minimum of 15% of the total amount due.
The Customer is not entitled to offset any alleged counterclaim against the amounts owed to STICKERCASE.
If the Customer does not object to the invoice amount in writing within 30 days of the invoice date, the amount is deemed approved.

Compliance

The delivered Products shall possess the qualities that the Customer may reasonably expect with normal use.
The delivered Products may deviate by up to 5% in weight, size, colour, concentration, composition, and/or specific weight from the agreed specifications.
Information on the website, catalogues, and/or other advertising or promotional materials of STICKERCASE is indicative; STICKERCASE cannot guarantee that this information (including any images, specifications, product descriptions, and prices) is accurate and complete at all times.
Samples and models are provided merely as examples.
The Customer cannot derive any rights from general recommendations made by STICKERCASE about its Products.

Retention of title

Until the Customer has made full payment of the total agreed amount, all delivered goods remain the property of STICKERCASE.
Until ownership of the delivered Products has been transferred to the Customer, they may not pledge or encumber the Products with any other rights.
The Customer is obliged to store the Products delivered under retention of title with care and in a manner that clearly indicates they are the property of STICKERCASE. The Customer is also required to insure these Products against fire, water damage, and theft. Any claims the Customer may have under these insurance policies shall be assigned to STICKERCASE upon request.
If the Customer fails to fulfil any obligation to STICKERCASE, or if STICKERCASE has a legitimate reason to fear that the Customer will fail to fulfil these obligations, STICKERCASE is entitled to reclaim the Products delivered under retention of title, without prejudice to its right to claim further damages. The Customer is required to fully cooperate in this regard.

Complaints

The Customer must inspect the Products upon delivery for quantity, defects, visible shortcomings, and if any are discovered, must report them to STICKERCASE in writing and with reasons, within two weeks of delivery. Non-visible defects must be reported to STICKERCASE within two weeks of discovery and, in any case, within two weeks after the Customer could reasonably have discovered them.
Failure to file a complaint in a timely manner (in accordance with section 1) results in the forfeiture of all claims by the Customer in this regard.
After submitting the complaint to STICKERCASE, the Customer must fully cooperate with STICKERCASE in investigating the validity of the complaint.
If STICKERCASE establishes that there is a defect or shortcoming and the defect or shortcoming was reported in a timely manner by the Customer, STICKERCASE is, at its discretion, only obliged to replace and/or repair the defective Products, deliver the missing Products, or credit and refund the amount charged in relation to the defective item. If STICKERCASE opts for a refund (of part of) the purchase price, the defective Products must first be returned to STICKERCASE by the Customer.
Under no circumstances can the Customer make any claim against STICKERCASE regarding visible defects at the time of delivery if the Products have been used or processed, in whole or in part, after delivery.

Force Majeure

If STICKERCASE fails to fulfil its obligations due to circumstances beyond its control (force majeure), it shall not be liable for any damages. As long as performance is not permanently impossible, its obligations will be suspended. If the period during which STICKERCASE is unable to perform due to force majeure exceeds or is expected to exceed three months, both STICKERCASE and the Customer are entitled to terminate the agreement without any obligation to compensate the other party.
If, at the start of the force majeure, STICKERCASE has already partially fulfilled its obligations or can only partially fulfil them, the Customer is obliged to accept the already completed or executable part and pay the relevant invoice as if it were a separate agreement.
Force majeure at STICKERCASE shall include, but not be limited to, all circumstances that reasonably prevent STICKERCASE from fulfilling the agreement, including: the complete or partial failure of (sub)contractors or carriers of STICKERCASE, the complete or partial failure of third parties engaged by STICKERCASE to execute the agreement, restrictive government measures (such as not obtaining a required permit), disruption or interruption in energy supply, disruption or interruption in the functioning of any public utility, disruption or interruption or termination of the supply of raw materials, semi-finished or finished products, and any other circumstance that STICKERCASE could not reasonably foresee and over which it has no influence.

Liability

Except in cases of intent or gross negligence, STICKERCASE's liability for attributable failure on its part is limited to the maximum of the agreed purchase price, excluding VAT.
STICKERCASE shall never be liable for consequential damage, including but not limited to: business interruption, damage to third parties, damage due to business stagnation, and/or loss of profits or revenue by the Customer.
The above limitation of liability does not apply in cases where the damage is caused by intent or deliberate recklessness on the part of STICKERCASE or its management team.

Intellectual property rights

The intellectual property and copyright of Products, software, drawings, specifications, know-how, and other information (in the broadest sense) provided by or on behalf of STICKERCASE are vested in STICKERCASE.
The Customer is not permitted to copy and/or distribute Products, software, drawings, specifications, know-how, or other information from STICKERCASE without prior written permission from STICKERCASE. The Customer must treat all information and know-how received from STICKERCASE as strictly confidential and is not allowed to share such information with third parties without prior written consent from STICKERCASE. Nor is the Customer allowed to use this information and know-how for (alternative or replacement) assignments to third parties.
The Customer is not permitted to copy or use Products, samples, drawings, software, stereotypes, logos, patterns, tools, etc. created by STICKERCASE (even if made in collaboration with or on behalf of the Customer), or any items produced using them, without prior written consent from STICKERCASE.
Press proofs, artist impressions, negatives, samples, patterns, tools, etc., created by STICKERCASE remain the property of STICKERCASE, even if made to order and the cost has been charged to the Customer.
Should intellectual property rights arise during the execution of an agreement with STICKERCASE to which these terms and conditions apply, the rights belong to STICKERCASE and will be transferred to STICKERCASE by the Customer upon request.
The Customer indemnifies STICKERCASE against all claims from third parties, including the Customer’s customers, arising from infringements of intellectual property rights related to the manufacture, delivery, or use of a Product or Service made or provided according to the Customer’s specifications. This indemnification also applies when STICKERCASE makes modifications to an existing item or work on behalf of the Customer.
STICKERCASE is allowed to display Products, specially made for the Customer, whether or not according to the Customer’s or their client’s specifications, in print, at trade shows, or otherwise to third parties. STICKERCASE is also allowed to provide these Products as samples to third parties to demonstrate its (printing) capabilities.
For any attributable breach of the provisions in this article by the Customer, the Customer shall forfeit an immediately payable penalty of €10,000 to STICKERCASE, without prejudice to STICKERCASE's right to claim compensation for any damages exceeding that amount.

Recall

The Customer shall fully cooperate with STICKERCASE should it decide to recall sold Products or issue warnings to customers or end-users regarding the Products (“Recall”).
At STICKERCASE's first request, the Customer shall sell back and return to STICKERCASE all Products it has in stock at the price originally charged when STICKERCASE initiates a Recall.
The Customer shall promptly provide all information required by STICKERCASE to enable timely communication with customers or end-users regarding a Recall.
The Customer shall organise its operations to ensure it can provide the information referred to in the previous paragraph. This is based on the provisions of Directive 2001/95/EC on general product safety.

Amendments to the general terms and conditions

STICKERCASE is entitled to amend provisions laid down in these general terms and conditions unilaterally and without any obligation to provide information to the Customer.
The Customer accepts that general terms and conditions amended pursuant to this article are binding on the Customer with regard to orders placed by the Customer after the Customer has been informed by STICKERCASE duly notified of the amended general terms and conditions.

Communication

Unless explicitly stated otherwise in these general terms and conditions, all notifications to STICKERCASE under these general terms and conditions or any resulting agreement shall only be considered valid if made in writing, by letter, or email, to the following address: SUITSUIT INTERNATIONAL BV, for the attention of STICKERCASE, Nieuwegracht 8-01, NL-3763 LB Soest, The Netherlands, or info@stickercase.nl.

Suspension and dissolution

If the Customer fails to fulfil any obligation to STICKERCASE, or if STICKERCASE fears that the Customer will not fulfil its obligations and the Customer is unable to provide adequate assurance of compliance upon first request from STICKERCASE, STICKERCASE is entitled to suspend the performance of agreements with the Customer or terminate these agreements in whole or in part.
The rights and powers mentioned in paragraph 1 are also available to STICKERCASE in any of the following cases: if the Customer changes their business structure, the control within the Customer’s company changes, the Customer’s assets are seized, the Client applies for suspension of payments or is declared bankrupt, or otherwise loses free control over their assets, the Customer proceeds with liquidation, dies, or if the Customer is a company, when it is dissolved.

Applicable law and disputes

All agreements between STICKERCASE and the Customer are governed by Dutch law. Applicability of the Vienna Sales Convention (UN Convention on Contracts for the International Sale of Goods) is expressly excluded.
All disputes shall be settled by the competent court in the Netherlands.

Soest, September 2024

TERMS AND CONDITIONS

Table of contents