Terms and Conditions
Chamber of Commerce company details
ProefschriftMaken BV
Prinsenlaan 2
3732GN De Bilt
Telefoon: +31 (0) 30 200 61 89
KVK 17192708
Vestigingsnr. 000011875496
BTW: NL818322081B01
IBAN: NL82 RABO 0136 5677 89
Article 1. Applicability
1.1 These General Terms and Conditions apply to offers and quotations made by the company ProefschriftMaken (hereinafter referred to as: “ProefschriftMaken”) and to all agreements entered into by ProefschriftMaken (including follow-up and supplementary agreements).
1.2 The client’s general (purchasing) terms and conditions shall only apply if it has been expressly agreed in writing that they shall apply to the agreement between the parties to the exclusion of these terms and conditions of supply.
Article 2. Agreement
2.1. The mere provision of a quotation, estimate, preliminary calculation or similar communication – whether or not designated as a quotation – does not oblige ProefschriftMaken to enter into a contract with the client.
2.2. Offers made by ProefschriftMaken are always non-binding and may only be accepted without any deviations. A contract is concluded once the relevant instruction has been confirmed in writing by one party to the other.
2.3. The written confirmation referred to in paragraph 2 above shall be deemed to be correct if the recipient of the confirmation has not raised any objections to it in writing within five working days of the date of a confirmation sent by post, or has not done so within 24 hours of a confirmation sent by email.
Article 3. Amendments and Cancellation
3.1. Once the agreement has been concluded, it may no longer be amended by the client unless ProefschriftMaken expressly consents to this in writing. The term ‘amendment to the agreement’ expressly includes additional or reduced work.
3.2. Cancellation is only possible provided that ProefschriftMaken has not yet commenced performance of the agreement and the client compensates ProefschriftMaken for any loss incurred by ProefschriftMaken as a result of the cancellation. Such loss includes any losses suffered by ProefschriftMaken, loss of profit and any costs already incurred by it in preparation for the work.
3.3. Cancellation of continuing contracts for the production of periodical publications is not permitted.
Article 4. Price
4.1. All prices quoted are exclusive of value added tax (VAT) and/or other government-imposed levies.
4.2. All prices quoted in relation to services to be provided by ProefschriftMaken apply exclusively to the agreed services in accordance with the agreed specifications.
4.3. In the case of composite quotations, there is no obligation to supply part of the total service at the amount stated in the quotation for that part or at a proportionate share of the price quoted for the whole.
Article 5. Price changes
5.1. If the client makes changes to the agreed specifications, ProefschriftMaken is entitled to increase the agreed price. The following shall in any event be regarded as changes to the specifications: author’s corrections or amended instructions following receipt of mock-ups and typesetting, printing, proofing and other proofs.
5.2. ProefschriftMaken is entitled to increase the agreed price if, after the conclusion of the contract, circumstances arise that justify a price increase. Such circumstances shall in any event include: an increase in the costs of materials, semi-finished products or services required for the performance of the contract; an increase in postage costs, wages, employers’ social security contributions, or costs associated with other terms and conditions of employment; and the introduction of new or an increase in existing government levies on raw materials, energy or waste materials.
5.3. Extraordinary or reasonably unforeseeable processing difficulties arising from the nature of the materials and products to be processed shall constitute grounds for increasing the agreed price.
5.4. Text requiring extra effort to understand, unclear models, faulty data storage media, faulty computer software or data files, an unsuitable method of delivery of the materials or products to be supplied by the client, and all similar supplies by the client which require ProefschriftMaken to carry out more work or incur more costs than it could reasonably have expected at the time the contract was entered into, shall constitute grounds for an increase in the agreed price.
5.5. ProefschriftMaken is entitled, in the context of a continuing contract as referred to in Article 14, to increase the agreed price annually with effect from 1 January on the basis of the consumer price index for all households published by Statistics Netherlands.
Article 6. Payment terms
6.1. Unless expressly agreed otherwise in writing, full payment of invoices issued by ProefschriftMaken must be made within 14 days of the invoice date, without the client being entitled to claim any discount, set-off or suspension of payment.
6.2. In the event of failure to pay within the applicable period, the client shall be in default without ProefschriftMaken being required to give notice of default.
6.3 In the event of failure to pay within the applicable period, the client shall owe interest at a rate of one per cent per month on the outstanding invoice amount. Furthermore, the client shall then be obliged to reimburse the extrajudicial costs incurred by ProefschriftMaken in order to recover the outstanding invoice amount in full or in part. These costs are set at fifteen per cent of the outstanding amount, subject to a minimum of EUR 100.00.
6.4 ProefschriftMaken is entitled, in the case of an agreed delivery in instalments, to request payment, following delivery of the first instalment, not only for that instalment but also for the costs incurred for the entire delivery, such as those for printing, preparatory work and proofs.
6.5 ProefschriftMaken is entitled to charge the client in advance for the costs of dispatch by the postal service and/or similar distributors. Dispatch will then take place once ProefschriftMaken has received payment of these costs.
6.6 ProefschriftMaken reserves the right at all times to require security for payment or advance payment, in which case fulfilment of its obligations may be suspended until the required security has been provided.
Article 7. Retention of title
7.1 Any delivery of goods by ProefschriftMaken to the client is subject to retention of title until the client has paid all sums due under the agreement, including interest and costs.
7.2 Intellectual property rights are excluded from transfer, as also stipulated in clause 15 of these general terms and conditions, unless expressly agreed otherwise with ProefschriftMaken.
7.3 Other rights, including rights of use but excluding ownership rights, shall be granted or transferred to the client on condition that the client has paid in full all fees due under the agreement concluded between the parties. If the parties have agreed that the client is to make periodic payments in return for the grant of a right of use, the client shall be entitled to that right of use for as long as they fulfil their periodic payment obligation.
7.4 ProefschriftMaken may retain the items, property rights, data, documents and software received or generated under the agreement, notwithstanding any existing obligation to hand them over or transfer them, until the client has paid all amounts due to ProefschriftMaken.
Article 8. Method of delivery
8.1. Unless expressly agreed otherwise in writing, the delivery of the goods to be supplied by ProefschriftMaken shall take place at its business premises in Rotterdam.
8.2. The client is obliged to cooperate fully with the delivery of the goods to be supplied by ProefschriftMaken under the agreement. The client shall be in default, even without having been given notice to that effect, if they fail to collect the goods to be delivered from ProefschriftMaken upon the first request or, if delivery to their address has been agreed, refuse to take delivery of the goods.
8.3. If transport of the goods to be delivered has been agreed, this shall be at the client’s expense and risk. Transport includes: delivery by post (in the broadest sense), transmission of data via the internet and any comparable method of dispatch using any technical means. Acceptance of goods from ProefschriftMaken by the carrier shall constitute proof that they are in good external condition, unless the consignment note or receipt indicates otherwise.
8.4. ProefschriftMaken is not responsible for the storage of the goods to be delivered, unless this has been expressly agreed. If storage takes place, this shall be at the client’s expense and risk.
Article 9. Delivery period
9.1. Unless expressly stated otherwise in writing, agreed delivery times are not binding.
9.2. If, following repeated written notices of default by the client, ProefschriftMaken still fails to fulfil its obligations within a reasonable period, the client shall be entitled to terminate the contract.
9.3. In the event of any interim changes to the agreed specifications of the work, the agreed delivery deadline shall lapse.
9.4. During the performance of the contract by ProefschriftMaken, the client is obliged to do everything that is reasonably necessary or desirable to enable timely delivery by ProefschriftMaken and shall act with due diligence on any instructions from ProefschriftMaken to that effect.
9.5. In the event of the client’s failure to comply with the provisions of the preceding paragraph, any agreed final delivery deadline shall no longer be binding and the client shall be in default without the need for a written notice of default from ProefschriftMaken.
9.6. If transport has been agreed in the contract concluded between the parties as referred to in the third paragraph of Article 8, the following shall apply: the time of delivery shall be deemed to be the time at which the goods to be delivered under the contract are handed over by ProefschriftMaken to the carrier specified in the contract for dispatch to the addressee(s).
Article 10. Inspection on delivery
10.1. The client is obliged to check, immediately upon delivery, whether ProefschriftMaken has properly fulfilled the contract. Any complaints regarding the service provided by ProefschriftMaken must be notified to ProefschriftMaken in writing by the client within 7 days of delivery. Once this period has expired, the client forfeits any rights in this regard.
10.2. ProefschriftMaken is always entitled to provide a new, satisfactory service in place of a previous unsatisfactory service, unless the failure is irreparable.
10.3. ProefschriftMaken’s work shall in any event be deemed satisfactory between the parties if the client has taken the delivered work or part thereof into use, has edited or processed it, has supplied it to third parties, or has caused it to be put into use, edited or processed, or delivered to third parties, unless the client has previously complied with the provisions of the second sentence of the first paragraph of this article.
Article 11. Content of the agreement
The risk of misunderstandings regarding the content and performance of the agreement arising from specifications or other communications not received correctly, in a timely manner or in full by ProefschriftMaken rests with the client.
Misunderstandings regarding the content and performance of the agreement resulting from transmission errors when using (tele)communication facilities such as the telephone, computer or similar transmission media are also at the client’s risk. The client undertakes to fully indemnify ProefschriftMaken in this regard.
Article 12. Typesetting, printing, proofs and other samples
12.1. Where it has been agreed that typesetting, printing or other proofs are to be sent to the client, the client is obliged to examine these proofs carefully for errors and defects and to return them to ProefschriftMaken, corrected or approved, with due diligence.
12.2. ProefschriftMaken shall not be liable for discrepancies, errors or defects that have gone unnoticed in proofs approved or corrected by the client.
12.3. If, at the client’s request, more than one proof is produced, these proofs shall be invoiced separately in addition to the agreed price, unless expressly agreed otherwise in writing.
Article 13. Derogations
13.1 Any discrepancies between, on the one hand, the work delivered and, on the other hand, the original model or the typesetting, printing, proof or other sample shall not constitute grounds for rejection, a reduction in price, termination of the contract or compensation, provided they are of minor significance.
13.2. When assessing whether deviations in the work as a whole are to be regarded as minor, a representative sample of the work shall be taken into account, unless the matter concerns an individually specified item.
13.3. Deviations which, taking all circumstances into account, reasonably have no or only a minor impact on the utility value of the work shall always be deemed to be deviations of minor significance.
13.4. Deliveries exceeding or falling short of the agreed quantity are permitted provided they do not exceed or fall short of the following percentages:
print runs up to 20,000 units: 5%
print runs of 20,000 units or more: 4%
The excess or shortfall in the quantity delivered shall be charged or credited accordingly.
13.5. However, a tolerance of 10 per cent is always permitted for over- or under-deliveries of labels and continuous forms. The excess or shortfall in the quantity delivered will be charged or credited accordingly.
Article 14. Contracts of duration
14.1. A continuing contract exists where ProefschriftMaken enters into an agreement with the client which provides for ProefschriftMaken to carry out work periodically or otherwise on a regular basis.
14.2. A continuing contract is entered into for an indefinite period, unless expressly agreed otherwise.
14.3. A contract of indefinite duration may only be terminated by registered letter, subject to a notice period. This notice period is one year where the work is carried out four times a year or more frequently, and six months where the work is carried out less frequently.
14.4. A fixed-term contract shall be tacitly renewed for the same period each time, unless one of the parties gives notice of termination by registered letter no later than six months before the expiry of the fixed term.
Article 15. Intellectual or industrial property rights
15.1. The client guarantees to ProefschriftMaken that the performance of the agreement, and in particular the reproduction and/or publication of the items and/or data received from the client (such as copy, typesetting, models, drawings, photographic images, lithographs, films, data carriers, computer software, data files, etc.), no infringement will be made of any rights that third parties may assert under national, supranational or international legislation in the field of intellectual property and/or industrial property rights. The client shall indemnify ProefschriftMaken, both in and out of court, against all claims that third parties may assert pursuant to the laws or regulations referred to above.
15.2. If reasonable doubt arises or persists regarding the validity of the rights claimed by third parties as referred to in paragraph 1 of this article, ProefschriftMaken is entitled to suspend performance of the agreement until it is irrevocably established in court that ProefschriftMaken does not infringe these rights by performing the agreement. Thereafter, ProefschriftMaken shall still carry out the order within a reasonable period.
15.3. Unless expressly agreed otherwise in writing, ProefschriftMaken shall at all times remain the owner of the intellectual property rights that may arise in respect of the works produced by it in the performance of the agreement (including production materials and tools), even if the work in question is listed as a separate item in the quotation or on the invoice.
15.4. The items to be supplied or supplied by ProefschriftMaken in accordance with its design (including production materials and tools) may not be reproduced or used as part of any production process, even if or to the extent that ProefschriftMaken has no intellectual property rights or other legal protection in respect of the design in question.
15.5. Following delivery by ProefschriftMaken, the client shall acquire the non-exclusive right to use the works produced by ProefschriftMaken under the terms of the agreement. The right of use is limited to the right of normal use of the goods delivered and, in particular, does not include the right to reproduce these goods as part of any production process.
Article 16. Files supplied by the client
16.1. The client must supply the files in a timely and proper manner, at their own expense and risk. To this end, the client shall request instructions from ProefschriftMaken.
16.2. The files supplied by the client must comply with the file format and software requirements specified by ProefschriftMaken.
16.3. If the client uses hardware or software made available or actually supplied by ProefschriftMaken for the delivery of data files, the risk of transmission errors remains with the client. ProefschriftMaken shall not be liable for any failure to perform the contract resulting from faults in hardware or software or from incorrect or improper use by the client. The client undertakes to fully indemnify ProefschriftMaken in respect of the above.
16.4. ProefschriftMaken is not obliged to check the suitability of the files received from the client prior to commencing work.
16.5. Responsibility for the data files provided by the client rests entirely with the client, who guarantees their accuracy. The client is also responsible for ensuring compliance with the requirements under data protection legislation.
16.6. The risk of transmission errors arising from the use of (tele-)communication facilities in connection with the conclusion and/or performance of the agreement rests with the client. The client undertakes to fully indemnify ProefschriftMaken in respect of the above.
16.7. If ProefschriftMaken finds that the files supplied do not meet the specified requirements, ProefschriftMaken shall not be obliged to perform the contract. ProefschriftMaken shall not be liable for the consequences of the failure to carry out, or the delayed performance of, the agreed work. If the contract cannot be performed for this reason, this shall be regarded as a cancellation by the client as described in the second paragraph of Article 3.
Article 17. Materials and products supplied by the client
17.1. If the client supplies materials and products themselves, they must do so in a timely and proper manner. In addition to the materials or products required for the agreed service, the client is obliged to supply a reasonable quantity for testing, trial runs and the like, as required for the relevant processing. To this end, the client shall request a specification from ProefschriftMaken. The client guarantees that ProefschriftMaken will receive a sufficient quantity. ProefschriftMaken’s acknowledgement of receipt of the materials or products does not imply acceptance that a sufficient quantity, or the quantity stated on the transport documents, has been received.
17.2. ProefschriftMaken is not obliged to examine the items received from the client for suitability prior to printing or processing.
17.3. Materials and products must be suitable for the agreed work, and the client shall comply with the guidelines provided by ProefschriftMaken. b If ProefschriftMaken finds that the materials and/or products supplied do not meet the specified requirements, ProefschriftMaken shall not be obliged to fulfil the agreement. ProefschriftMaken shall not be liable for the consequences of the agreed work not being carried out or being carried out at a later date. If the contract cannot be performed for this reason, this shall be regarded as a cancellation by the client as described in the second paragraph of Article 3.
17.4. ProefschriftMaken cannot be held liable for any failure to fulfil the agreement if this is caused by extraordinary processing difficulties, or difficulties that could not reasonably have been foreseen by ProefschriftMaken, arising from the nature of the materials or products supplied by the client, nor if it is a consequence of discrepancies between the example/sample initially shown to ProefschriftMaken and the materials or products subsequently supplied by the client.
17.5. ProefschriftMaken accepts no liability for the properties of the materials and products supplied if the client has not, at the latest upon entering into the contract, specified the properties and nature of the materials or products supplied by them and has not provided adequate information regarding the pre-treatment processes and surface treatments applied.
17.6. Unless expressly agreed otherwise, ProefschriftMaken shall not be held liable for any peeling, sticking, smudging, changes in gloss or colour, nor for damage to materials and products received from the client and intended for printing or processing by ProefschriftMaken, if these have undergone pre-treatment such as the application of lacquer, varnish or anti-smudge powder.
17.7. The client is obliged to inform ProefschriftMaken of any particular difficulties or health risks arising during the printing or processing of the materials and products supplied by the client.
17.8. ProefschriftMaken is entitled to dispose of any offcuts, such as cutting waste, etc., from the materials and products supplied by the client as if they were its own property. At ProefschriftMaken’s request, the client is obliged to collect the unused materials and products, as well as the aforementioned leftovers, from ProefschriftMaken.
Article 18. Use of the online shop/ordering online
18.1 Customers who wish to use the online facilities must first register in order to use the online shop.
18.2 It is important that, at the time of registration, the customer is authorised to place orders and is of legal age to do so.
18.3 The registration details must be correct and provided in good faith. The customer must not use third-party details for registration, and should any changes occur to the registration details, the customer must amend these immediately or notify ProefschriftMaken.
18.4 By registering, the customer accepts these general terms and conditions of ProefschriftMaken.
18.5 ProefschriftMaken is authorised to refuse registrations.
Article 19. Force majeure
19.1 ProefschriftMaken shall not be obliged to fulfil any obligation if it is prevented from doing so as a result of circumstances for which it is not at fault, and which are not attributable to it under the law, a legal act or generally accepted practice.
19.2 Force majeure shall in any event be deemed to exist if ProefschriftMaken is unable to perform the contract as a result of war, mobilisation, civil unrest, flooding, closure of shipping routes, other transport disruptions, stagnation in, or restriction or cessation of, supply by public utility companies, a shortage of coal, gas, petroleum products or other means of energy generation, fire, machinery breakdown and other accidents, malfunctions and faults in (tele-)communication facilities, strikes, lockouts, industrial action by trade unions, export restrictions, other measures imposed by public authorities, failure by third parties to supply necessary materials and semi-finished products, wilful misconduct or gross negligence on the part of agents, and other similar circumstances.
19.3 In the event of force majeure, the client shall not be entitled to terminate the contract or to claim damages.
Article 20. Liability
20.1. ProefschriftMaken’s liability under the agreement with the client is limited to an amount which, according to standards of reasonableness and fairness, is proportionate to the agreed price excluding delivery costs, subject to a maximum of €10,000.
20.2. ProefschriftMaken shall not be liable for damage of any kind arising from or following the client’s use of the goods produced after delivery, their modification or processing, their supply to third parties or their authorisation of third parties to use, modify or process them, or their authorisation of third parties to supply them.
20.3. ProefschriftMaken is furthermore not liable for damage in the form of loss of turnover, loss of income or reduced goodwill in the client’s business or profession.
20.4. ProefschriftMaken is also not liable for damage to materials or products received from the client and intended to be printed, edited or processed by ProefschriftMaken, if the client has not, at the latest upon entering into the agreement, specified the properties and nature of the materials and provided adequate information regarding the pre-treatment and surface treatments applied.
20.5. The client shall fully indemnify ProefschriftMaken against any legal claims by third parties, on whatever grounds, in connection with the matters agreed between ProefschriftMaken and the client.
20.5. The Client shall fully indemnify ProefschriftMaken against any legal claim by third parties, on whatever grounds, in connection with the agreement between ProefschriftMaken and the Client.
20.6. Any right of the Client to claim damages shall lapse if a claim to that effect is not brought before the competent court within six months of delivery.
Article 21. Confidentiality
21.1. The parties are mutually obliged to keep confidential any information that comes or may come to their knowledge in the context of the agreement concluded between them.
21.2. Where the client has an access code for the use of certain (tele)communication facilities, the client shall treat this code as confidential, use it solely for the purposes of performing the agreement and shall not disclose it to third parties.
Article 22. Governing law, competent court
22.1. All contracts entered into by ProefschriftMaken are governed exclusively by Dutch law.
22.2. Any disputes that may arise between the parties in connection with the contracts governed by these terms and conditions shall, in the first instance, be submitted to the competent court within the judicial district of the Midden-Nederland District Court.
22.3 The headings of the articles in these general terms and conditions are provided solely for the convenience of the parties and do not form part of the content. Consequently, no legal effect may be derived from them.