General terms and conditions of sale Concreet Concepts BV
Article 1: Applicability
1.1 These General Terms and Conditions of Sale apply to all quotations, offers and agreements whereby Concreet Concept BV (hereinafter referred to as Concreet Concepts), under whatever trade or brand name, sells goods or provides advice.
1.2 Concreet Concepts expressly rejects the applicability of purchasing conditions. Concreet Concepts expressly rejects the applicability of purchasing conditions that deviate from these General Terms and Conditions of Sale. If the buyer refers to their own terms and conditions upon acceptance, and these terms and conditions would therefore apply, Concreet Concepts will not be bound.
1.3 If any provision of these terms and conditions is void, annulled, or becomes unenforceable, the remaining provisions of these terms and conditions will nevertheless remain in full force and effect. Furthermore, any such ineffective provision must be converted into an effective provision with the same meaning as closely as possible.
Article 2: Quotations
2.1 Quotations from Concreet Concepts are non-binding. 2.2 Unless otherwise stated, the quotation is valid for 30 days. 2.3 Concreet Concepts may withdraw the quotation up to eight days after acceptance by the buyer. In that case, neither party will be bound.
Article 3: Establishment
3.1 The agreement becomes irrevocable upon dispatch of the written order confirmation by Concreet Concepts, effective from the date thereof.
Article 4: Prices
4.1 The prices stated in the order confirmation are decisive.
4.2 Unless otherwise stated, all prices are exclusive of sales tax (VAT) and other taxes and levies imposed by the government.
4.3 Unless otherwise agreed, all prices are exclusive of costs of storage and transport from the place of manufacture.
Article 5: Implementation
5.1 Concreet Concepts reserves the right to provide the items to be delivered with its name, brand and/or coding.
5.2 Unless expressly agreed otherwise, Concreet Concepts may deliver a maximum of 10% more or less than the agreed quantities. The purchase price will be increased or decreased accordingly.
5.3 Even if sold on a sample or trial basis, the delivered goods are still deemed to conform to the agreement if there are any deviations, variations, or differences in design inherent to normal manufacturing, regardless of whether these occur within the same or between different deliveries. The same applies to color differences and nuances.
5.4 Without prejudice to the provisions of paragraph 3, the goods shall in any case comply with the agreement if externally observable properties, such as dimensions, print, colours and the like, correspond with samples and/or proofs approved by the buyer.
Article 6: Packaging
6.1 For each type of product, packaging to be determined by Concreet Concepts is included in the price, without prejudice to the right of Concreet Concepts to charge a deposit.
6.2 Packaging materials remain the property of Concreet Concepts and must be returned as soon as possible.
6.3 Article 6.2 does not apply to disposable packaging materials, such as shrink wrap. Concreet Concepts is not obligated to take back such materials.
Article 7: Force Majeure
7.1 If the performance of the agreement for Concreet Concepts is prevented in whole or in part, permanently or temporarily, by force majeure, as described in paragraph 3, Concreet Concepts has the right to either:
a. to terminate the agreement by means of written notice to the buyer for that part of the agreement that cannot be performed;
b. by means of written notice to the buyer, suspend the performance of that part of those obligations that cannot be performed for as long as the impediment lasts.
7.2 Even after suspension, Concreet Concepts remains entitled to terminate the agreement in whole or in part on the grounds of force majeure.
7.3 Force majeure includes, but is not limited to: war, state of siege, riot, sabotage, natural disasters, government measures, fire, lockouts, strikes, lack of supplies and raw materials, shortage of labor, failure of energy and/or water supplies, traffic disruptions, breakage of machines and/or tools, failure in the execution of printing or varnishing that makes reprints necessary, unforeseen difficulties in the production of stamps and similar contingencies, as well as the failure of third parties to fulfill their obligations towards Concreet Concepts for whatever reason, without Concreet Concepts being required to demonstrate any influence of this on its business.
Article 8: Delivery
8.1 If no delivery time has been agreed, the buyer must take delivery of the goods within one month after written notice from the seller that the goods are ready for delivery.
8.2 Concreet Concepts is authorized to deliver in installments. In such cases, the buyer is each time liable for a proportional portion of the purchase price. Unless otherwise agreed, the buyer must take delivery of all goods no later than six months after the agreement takes effect, unless otherwise agreed in writing.
8.3 Unless expressly agreed otherwise in writing, the goods will be delivered to a location designated by Concreet Concepts.
8.4 Concreet Concepts is entitled to deliver the goods to a location other than that specified in 8.3, against reimbursement of any higher transport costs for the buyer, except in cases of force majeure.
8.5 Items sold from Concreet Concepts' location are always at the buyer's expense and risk. The buyer will always be considered the carrier in this regard, regardless of any other agreements to the contrary between the seller and third parties.
8.6 Concreet Concepts is not liable for any damage whatsoever that may arise directly or indirectly from exceeding the delivery term.
Article 9: Retention of title
9.1 Concreet Concepts reserves the ownership of delivered goods until the buyer has fully fulfilled all its obligations arising from agreements with Concreet Concepts within the meaning of Article 92 of Book 3 of the Dutch Civil Code.
Article 10: Payment
10.1 Place of payment is the office of Concreet Concepts. Buyer is authorized to pay by means of credit or deposit to a bank and/or giro account to be designated by Concreet Concepts.
10.2 Unless otherwise agreed, invoices must be paid by the buyer within 30 days of the invoice date. 10.3 The buyer is never entitled to withhold or offset.
10.4 Concreet Concepts is at all times entitled to request payment or security for any deviation from the agreement before the agreement is executed.
Article 11: Defective delivery/product liability
11.1 In the event of an attributable shortcoming on the part of Concreet Concepts, the buyer's right to compensation will lapse.
a. if the damage is not reported to Concreet Concepts in writing within three months of delivery and within one month of processing;
b. If the buyer could have prevented damage by exercising reasonable care that could be expected of him.
11.2 The total compensation for damages will never exceed the invoice value of the items that proved to be defective.
Article 12: Complaints
12.1 The Buyer must notify Concreet Concepts in writing and with proper details of any objections regarding the delivered goods not conforming to the agreement within one month of delivery. Concreet Concepts will not be liable if this period is exceeded. Upon request, the Buyer must immediately provide Concreet Concepts with all information reasonably relevant to determining liability and the extent of the damage, otherwise any claim for compensation will be forfeited.
12.2 Any right to compensation expires one year after delivery of the relevant items, if Concreet Concepts is not summoned before the competent court within that period.
Article 13: Non-compliance by buyer
13.1 The Buyer shall be in default without any notice of default being required if he fails to pay on time in accordance with the provisions of Article 10.
13.2 Upon the occurrence of default, the entire purchase price is due and payable, including for items not yet delivered. In the event of default, the buyer is liable for all costs of (extra)judicial collection, in addition to compensation for statutory interest on trade receivables and other damages. These costs amount to a minimum of 15% of the invoice amount.
13.3 If the buyer is in default, Concreet Concepts is entitled to suspend the fulfillment of its obligations until the buyer has paid the full purchase price or has provided security for this.
13.4 In addition, Concreet Concepts is authorized to terminate the agreement extrajudicially by means of a written statement to the buyer, even if Concreet Concepts initially suspended its obligations. This does not affect Concreet Concepts' right to full compensation for all damages.
Article 14: Advice
14.1 Concreet Concepts provides advice to the best of its knowledge. Any liability for, for example, the content, accuracy, or completeness thereof is excluded.
Article 15: Intellectual and industrial property rights
15.1 All intellectual property rights to drawings and models and/or trademarks, brand marks, or other designations designed by or on behalf of Concreet Concepts are and remain its property. The Buyer is obligated to respect these rights and to notify Concreet Concepts immediately of any infringement.
15.2 Buyer shall indemnify Concreet Concepts against all claims by third parties due to (alleged) infringement of copyright, patent and/or trademark rights or any other industrial and/or intellectual property right of those third parties.
Article 16: Means of production
16.1 The production resources created for the manufacture of the items delivered to the buyer, such as molds, stamps, dies, films, plates, and the like, remain the property of Concreet Concepts, even if they have been invoiced to the buyer in whole or in part.
Article 17: Applicable law, competent court
17.1 Dutch law applies to all agreements and their formation.
17.2 Disputes will be settled exclusively by the competent court for Harderwijk in the Zutphen District Court.
Who we are
We are Promocups, a brand name of Concreet Concetps BV Registered under the Chamber of Commerce number 08176265, Our website address is: https://Promocups.eu https://promocups.eu https://Promocups.fr
Article 1: Applicability.
- These Terms and Condition are applicable to all quotes, special offers, and agreements, in which Concreet Concept BV (hereinafter referred to as Concrete Concepts), or by whatever corporate or brand name it may be known, provides advice or sells goods.
- Concrete Concepts explicitly notes the applicability of the procurement conditions, which of these differ from the Terms and Conditions. In case the customer, with his acceptance refers to his/hers own Terms and Conditions and these Terms and Conditions consequently should be applicable, then Concrete Concepts is not bound.
- In case any clause of the Terms and Conditions is null and void, canceled, or declared ineffective the other clauses remain applicable nevertheless. Futhermore, an ineffective clause ought to be converted into a clause with, to the greatest extent possible, the same implications.
Article 2: Quotes
2.1 Quotes from Concrete Concepts are non-committal,.
2.2 Unless otherwise specified, the quote is valid for 30 days.
2.3 Concrete Concepts has the right to withdraw the quote for up to 8 days after the customers acceptance. Then, both parties are unbound.
Article 3: Conclusion
3.1 The agreement will become irrevocable at the date of sending the order confirmation by Concrete Concepts.
Article 4: Prices
4.1 The prices specified in the order confirmation are decisive.
4.2 Unless otherwise specified, all prices are excluding VAT, and other applicable taxes and duties.
4.3 Unless otherwise agreed, all prices are excluding the cost of storage and transport from the place of production.
Article 5: Implementation
5.1 Concrete Concepts reserves the right to mark the goods to be delivered with its name, brand and/or coding.
5.2 Unless specifically otherwise specified, Concrete Concepts is allowed to deliver, with no more than 10%, more or less units than agreed upon. The price will be adjusted accordingly.
5.3 In case of a sample or test sale, all delivered goods are considered to comply as agreed upon in the event of, to normal production inherent, anomalies, variations, or differences in versions, regardless of whether these occur within, or among different deliveries. The same shall apply to color differences and nuances.
5.4 Without prejudice to the specified in point 3, the goods at least comply with the agreement, in case the appearance, such as dimensions, imprinting, colors and the like comply with the, by the customer, approved samples.
Article 6. Packaging.
6.1 For each different type of product a, by Concrete Concepts determination, piece of packaging is included, without the subject the right to charge a container-deposit.
6.2 Packaging remains property of Concrete Concept, and is to be returned as soon as possible.
6.3 Article 6.2 does not apply to obvious one-off packaging, for example shrink wrap. Concrete Concept shall not be obliged to take back that kind of material.
Article 7. Force Majeure
7.1 In the event the execution of the agreement by Concrete Concepts, whole or in part, permanent or temporary, will be prevented, as described in paragraph 3, Concrete Concept reserves the right to either:
- Denounce the agreement by written notification to the customer, for the part that is impracticable.
- By written notification to the customer, to postpone the execution of that part of the obligations that are impracticable, for the duration of the prevention.
7.2 Event after the postponement, Concrete Concepts shall reserve the right, on the basis of this force majeure, to denounce the agreement, whole or in part.
7.3 Force majeure shall be understood to include: war, state of siege, riots, terrorism, sabotage, natural disasters, government measures, fire, lockouts, strikes, shortages of raw or auxiliary materials, shortage of workers, failures in the power and/or water supply, traffic congestion, breakage of machines and/or tools. as well as non-fulfillment of obligations vis-à-vis Concrete Concepts by third parties, irrespective of the cause, without Concrete Concepts having to demonstrate the impact thereof on its business.
Article 8. Delivery
8.1 In the event no date of delivery was agreed upon, the customer is obliged to take the goods within one month after the sending of the written notification, of the completion of production of the goods.
8.2 Concrete Concepts reserves the right to deliver the goods in several separate consignments. The customer then owes the proportionate part of the purchase price. Unless otherwise agreed upon in writing, the customer is obliged to take the goods no later than six months after the date of entry into force of the agreement.
8.3 Unless specifically otherwise agreed upon in writing, the goods will be delivered from, a location appointed by Concrete Concepts of Concrete Concepts.
8.4 Concrete Concepts reserves the right to deliver the goods at a different location than provided in article 8.3 against payment of the, possibly, higher shipping costs for the customer. Except in cases of force majeure.
8.5 Sold goods are always, from the location of Concrete Concepts, for the account and at the risk of the customer. The customer will, in this respect, be considered the freighter. Except in the case of contrary provisions arising from agreements between the seller and third parties.
8.6 Concrete Concepts shall not be liable for damages of any kind suffered in case the term of delivery is exceeded.
Article 9. Retention of title.
9.1 Concrete Concept will retain ownership of all delivered goods, until the customer has fulfilled the obligations of the agreement with Concrete Concepts, within the meaning of article 92 of Book 3 of the Civil Code.
Article 10. Payment
10.1 Place of payment are the offices of Concrete Concept. The customer is authorized to make the payment by the transfer of funds to the account indicated by Concrete Concepts.
10.2 Unless otherwise agreed upon, invoices are to be paid, by the customer, within 30 days after the invoice date.
10.3 The Customer is never authorized to set-off or make deductions.
10.4 Concrete Concepts is authorized at all time, even if derogating from the agreement, to demand either payment or certainty regarding payment, before executing the agreement.
Article 11. Faulty delivery/product liability
11.1 In the event of imputable failures by Concrete Concepts the customer's right to compensation shall be extinguished:
- In case Concrete Concepts is not informed in writing of the failures, within 3 months after delivery and one month after processing.
- In case the customer, taking into account reasonable foreseeable caution on his part, could have been able to prevent damages.
11.2 The total compensation payable shall never exceed the invoice value of the goods whose inefficiency has been proven.
Article 12. Commercials
12.1 The customer should inform Concrete Concepts, in writing and properly specified, of possible concerns regarding non-compliance of the delivered goods with the agreement, within one month after delivery. In case this term is exceeded, Concrete Concepts is no longer liable. The customer should provide on request and without delay, the information required by Concrete Concept, which could reasonably be deemed important for determining liability and the (extend of the) damages, all that under penalty of loss of rights of all entitlements to compensation.
12.2 All right to compensation expire one year after the delivery of the respective goods, in the event Concrete Concepts is not subpoenaed by the competent court.
Article 13. Infringement by the customer
13.1 The customer is in default without the need to be served a formal notice of default, in the event he, according to the provisions of article 10, does not pay in time.
13.2 Upon occurrence of an event of default , the entire purchase price shall become immediately due and payable, even with regard to not yet delivered goods. In the event of default, the customer has to pay to total amount of legal interest in respect of trade receivables and also the customer has to pay all (extra)judicial costs. These (extra)judicial costs will be no less than 15% of the invoice value.
13.3 In case the customer is in default, Concrete Concept is authorized to postpone its fulfillment of the obligations, until the full price has been paid, or has been giving certainty regarding payment.
13.4 In addition, Concrete Concepts is authorized to terminate the agreement, without having to resort to court, by means of a written statement send to the customer. Even if Concrete Concepts had initially postponed its fulfillment of the obligations. This shall be without prejudice to the right of full compensation of all damages by Concrete Concepts.
Article 14. Advice
14.1 Concrete Concept will give advices to the best of its knowledge. Any and all further liability for its content, correctness and/or completeness is excluded.
Article 15. Intellectual and industrial property rights.
15.1 Concrete Concepts shall continue to own the rights to the images and models and/or brandings, and other markings designed and/or produced by or at instruction of Concrete Concepts. The customer is obliged to respect these rights and to inform Concrete Concept as soon as possible, in case of a breach.
15.2 The customer will indemnify Concrete Concepts for any claims of third parties, for (alleged) breaches of copyrights, patent law and/or trademark or any other rights regarding intellectual and/or industrial property rights.
- Production tools
16.1 The manufactured parts, required for the production of the goods delivered to the customer such as molds, stamps, moulds, foils, plates and suchlike, remain property of Concrete Concepts. Even if they are charged, in whole or in part, to customer.
Article 17. Applicable law, Competent court
17.1 Dutch law is applicable to all agreements and their formation.
17.2 Disputes will be settled exclusively by the, for Harderwijk (NL), competent court in the Courthouse of Zutphen (NL)
