Terms & conditions SasWorx
Terms & conditions SasWorx
The following definitions shall apply to the present delivery terms and conditions:
- Principal: the natural or legal person who has given SasWorx an order for the production of goods or the performance of work.
- SasWorx: sole proprietor, located at 4201 MC in Gorinchem on Kazerneplein 30, The Netherlands; the natural or legal person who has accepted the order referred to under a. or who has made an offer or quotation preceding a possible order.
- Data carriers: magnetic tapes and discs, optical discs and any other materials that are meant for recording, processing, forwarding, transmitting, multiplying or publishing texts, pictures or other data by means of equipment, all this in the widest sense of the word.
- These delivery terms and conditions shall be applicable to the formation and the contents of and the compliance with all contracts entered into between the principal and SasWorx.
- General (buying) terms and conditions of the principal shall solely be applicable if it has been expressly agreed in writing that such terms and conditions shall be applicable to the contract between the parties to the exclusion of the present delivery terms and conditions.
3. Offers, quotations
- The mere submission of a quotation, estimate, preproduction estimate or similar information, whether or not designated as an offer, shall not entail an obligation on the part of SasWorx to enter into a contract with the principal.
- Any offers made by SasWorx shall always be without engagement and can solely be accepted without any deviations. An offer shall in any case be deemed to have been rejected if it has not been accepted within a month. An offer shall be understood to mean a proposal made by SasWorx to enter into a contract which is defined in such a manner as to result into a contract immediately upon acceptance of the proposal concerned.
- The principal shall be entitled to cancel a contract prior to the execution thereof by SasWorx provided that he indemnifies SasWorx in respect of any losses incurred by the latter as a result. Such losses shall include any losses as well as loss of profit incurred by SasWorx and shall in any case include any costs that have already been incurred by SasWorx preparatory to the execution of the contract, including those of reserved production capacity, purchased materials, services supplied by third parties and storage costs.
- Cancellation of contracts for the production of periodic publications as referred to in paragraph 14.2 and 14.3 shall not be possible.
- All prices stated shall be exclusive of Value Added Tax (VAT) and any other levies imposed by the government.
- The prices stated by SasWorx in respect of the work to be performed by the latter shall solely apply to the work in conformity with the agreed specifications.
- In the event of composite offers SasWorx shall not be obliged to supply part of the total work at the amount stated in respect of this part in the offer or at a proportionate part of the price stated for the total work order.
- If no price has been agreed upon between the parties but if the parties entered into one or several contracts to an identical or virtually identical effect during the year preceding the contract, the price shall be calculated on the basis of the production methods and calculation rates used for the former contracts.
- If, other than in those cases in which the stipulations of the previous article are applicable, no price has been agreed upon between the parties, or if only a price by way of estimate was given or if the agreed price may be changed in pursuance of these general terms and conditions, the price or the change in the price shall be determined at an amount which is considered to be a fair price in the printing trade.
6. Price changes
- SasWorx shall be entitled to increase the agreed prices should one or several of the following circumstances occur after the conclusion of the contract:
- rise in the costs of materials, semi-finished products or services required for executing the contract,
- rise in the cost of forwarding, wages, employers’ contributions to social insurances, or costs of other employment conditions,
- the introduction of new and the increase in existing government levies on raw materials, energy or residues,
- substantial changes in currency rates or,
- generally speaking, other circumstances that are comparable with the above.
7. Payment term
- Unless otherwise agreed, the principal shall pay the price and the remaining amounts due pursuant to the contract within 14 days from the invoice date, without being able to invoke any discount, compensation or suspension. Payment has to take place in cash, however, if the principal is a natural person who is not acting in the exercise of a profession or trade. In the event of failure to pay as referred to above, the principal shall be in default without notice of default having to be served by SasWorx.
- In the event of an agreed delivery in parts, SasWorx shall, after delivery of the first part, not only be entitled to demand payment for this part, but also payment of the costs incurred for the entire delivery, such as costs of typesetting, lithographs and proofs.
- The principal shall at all times and irrespective of the agreed payment conditions be obliged to provide security for the payment of the amounts to be paid to SasWorx pursuant to the contract, on SasWorx’s first demand. The security provided shall be such that the claim together with any interest and costs due in respect thereof shall be adequately covered and that SasWorx may have resource to same without any problem. Any security that has subsequently become inadequate shall be supplemented up to an adequate security on SasWorx’s first demand.
- If the principal fails to pay in time as referred to in paragraph 7.1, he shall, owing to late payment of the amount due by him, owe the statutory commercial interest or, if applicable, the statutory interest on this amount from the invoice date. SasWorx shall be entitled to charge one-twelfth part of this interest in respect of each month or part of a month, in which the principal has failed to comply with his payment obligations in full.
- In the event of late payment as referred to in paragraph 7.1, the principal shall, in addition to the amount due and the interest due in respect thereof, be obliged to pay in full both extrajudicial and legal costs of collection, including the costs of lawyers, process-servers and collecting agencies. The extrajudicial costs are fixed at at least 15% of the principal sum together with interest, with a minimum of €100,00.
8. Delivery method; reservation of ownership
- Unless otherwise agreed, delivery shall take place at the place where SasWorx carries on her business.
- SasWorx shall not be obliged to deliver the goods produced in instalments.
- The principal shall be obliged to fully cooperate in the delivery of the goods to be delivered by SasWorx pursuant to the contract. The principal shall, without having been summoned, be in default if he fails to collect the goods to be supplied on SasWorx’s first demand or, if delivery to his address has been agreed, refuses to accept the goods to be delivered.
- Each and every delivery of goods by SasWorx to the principal shall take place while reserving the ownership of these goods until such time as the principal has paid all that he is obliged to pay pursuant to any contract, including interest and costs.
- If transport of the goods to be delivered has been agreed, this shall take place for the principal’s account, unless free delivery has been agreed. The principal shall always bear the risk during transport. Transport shall also be understood to mean transmission of data by means of the telephone network and every comparable kind of transmission by means of any technical device. The acceptance of goods from SasWorx by the transport company shall be proof that these goods were in an externally proper state and condition, unless the contrary appears from the contract of carriage or the receipt.
- SasWorx shall not have to store the goods to be delivered, unless this has been explicitly agreed. If storage takes place, this shall be at the principal’s risk and expense.
9. Delivery time
- A delivery time stated by SasWorx shall only be of an indicative nature unless it has been explicitly stated in writing that it concerns a latest delivery time. SasWorx shall, even when a latest delivery time has been agreed, only be in default after notice of default has been served on her by the principal.
- SasWorx shall no longer be bound by an agreed latest delivery time if the principal requires changes to be made in the specifications of the work or if he fails to comply with the stipulations of paragraph 12.1 of the present terms and conditions, unless the minor significance of the change or the minor delay does not reasonably necessitate SasWorx to make any changes in her initially planned use of the production capacity in time.
- During the execution of the contract by SasWorx the principal shall be obliged to do all that is reasonably necessary or desirable in order to make a timely delivery by SasWorx possible, in particular by immediately answering any questions SasWorx may have, by preventing faulty deliveries as referred to in paragraph 6.2 and by observing the stipulations contained in paragraph 12.1 and paragraphs 18.1 and 18.2 of the present delivery terms and conditions.
- If the principal fails to comply with the stipulations paragraph 9.3 and paragraph 7.3, an agreed latest delivery time shall no longer be binding and the principal shall be in default without written notice of default by SasWorx being required. Without prejudice to the rights due to him pursuant to the law, SasWorx shall in such an event be entitled to suspend the performance of the contract until the principal has rectified this default. SasWorx shall subsequently still perform the contract within a reasonable term.
10. Inspection upon delivery
- The principal shall be obliged to inspect with due haste whether SasWorx has performed the contract properly and shall furthermore be obliged to inform SasWorx immediately in writing if the contrary appears to her. The principal shall carry out the inspection referred to above and give the relevant notice at the latest 14 days from delivery.
- SasWorx shall always be entitled to replace an earlier improper version with a new proper version, unless the default cannot be remedied.
- The performance of the contract shall be considered to be a proper performance if the principal has failed to carry out the inspection or to give notice as referred to in paragraph 10.1 in time.
- If the period of 14 days, referred to in paragraph 10.1 has to be considered as unacceptably short according to reasonable and fair norms, even where a careful and alert principal is concerned, this period will have to be extended until at the latest the first moment on which it is reasonably possible for the principal to carry out the inspection or notify SasWorx, as the case may be.
- SasWorx’s performance shall in any case be considered to be a proper performance between the parties if the principal has put into use, processed, worked or delivered to third parties the goods or part of the goods delivered or if he has caused same to be put into use, processed, worked or delivered to third parties, unless the principal has observed the stipulations contained in the first paragraph of this article.
11. Contents of and changes in contracts
- The principal shall bear the risk of misunderstandings with regard to the contents and implementations of the contract if such misunderstandings are caused by the fact that SasWorx failed to receive or failed to receive correct, timely or complete specifications or other communications that were made orally or by a person designated by the principal for that purpose or that were transmitted while using any technical means such as the telephone, fax and similar transmission media.
12. Typesetting proofs, printing proofs and other proofs
- The principal shall be obliged to carefully examine any typesetting proofs, printing proofs or other proofs received by him from SasWorx for errors and mistakes, irrespective of the fact whether such proofs were received at the principal’s request, and to return such proofs to SasWorx expeditiously after correction or approval.
- The principal’s approval of the proofs shall be considered to constitute recognition of the fact that SasWorx has correctly carried out the work preceding the proofs.
- SasWorx shall not be liable for any deviations, errors and faults that remained unnoticed in the proofs that were approved or corrected by the principal.
- Each proof produced at the principal’s request shall be charged in addition to the agreed price, unless it has been expressly agreed that the costs of such proofs are included in the price.
- Deviations between, on the one hand, the work supplied and, on the other hand, the original design, drawing, copy, manuscript or model and the printing proofs, typesetting proofs or other proofs respectively, cannot constitute a ground for rejection, discount, the setting aside of the contract or damages, if such deviations are of minor importance.
- In order to assess the question whether or not deviations in the totality of the work are to be considered minor deviations, a representative sample will be taken from the work, unless it concerns individually determined items.
- Deviations that do not reasonably have any influence or only a minor influence on the useful value of the work, taking all circumstances into account, shall always be deemed to be deviations of minor importance.
- Deliveries in excess or short of the number agreed shall be allowed if such deliveries are not in excess or short of the following percentages:
– number of copies up to 20,000: 10%
– number of copies in excess of 20,000: 5%
However, with regard to excess or short deliveries of packaging print work, labels and continuous forms a percentage of 10% shall always be allowed. The number delivered in excess or short of the agreed number shall be charged or deducted.
- As regards the quality and gramme weight of paper and cardboard, deviations of minor importance shall be considered to be the deviations allowed under the tolerance standards stated in the General Terms of Delivery of the ‘Vereniging van Papiergroothandelaren’ (Association of Paper Merchants). The relevant terms and conditions are open for inspection at SasWorx’s office. SasWorx shall send the principal a free copy of these terms and conditions at the latter’s request.
- Deviations in the remaining materials and semi-manufactured products used by SasWorx that are allowed under the general terms and conditions of sale applying to the delivery of such materials and semi-manufactured products shall be considered as deviations of minor importance. The relevant terms and conditions are open for inspection at SasWorx’s office. SasWorx shall send the principal a free copy of these terms and conditions at the latter’s request.
14. Contracts for an indefinite period of time; periodic publications
- A contract for the production of periodicals shall be deemed to be a contract for an indefinite period of time and can only be terminated by giving notice while observing a period of notice, unless the contrary has been expressly agreed in writing. Such a period of notice shall be one year if it concerns a periodical appearing four times a year or more and 6 months if it concerns a periodical appearing less often.
- A periodical within the meaning of paragraph 14.1 shall be understood to mean a publication which is appearing on a regular basis.
- Production within the meaning of paragraph 14.1 shall also be understood to mean the production of semi- manufactured products or auxiliaries such as separate quires, lithograph work and typesetting work as well as work connected with the finishing and distribution of the publication.
- A contract within the meaning of this article may only be terminated by means of a letter sent by registered mail or a letter with confirmation of receipt.
- The provisions of this article may only be deviated from by means of a written contract.
15. Copyright, etc.
- The principal guarantees towards SasWorx that the performance of the contract and in particular the reproduction or publication of materials received from the principal such as copy, manuscripts, type, models, drawings, photographs, lithographs, films, data carriers, computer software, data files etc. do not infringe any rights that third parties may enforce under the Copyright Act 1912 (‘Auteurswet 1912’) or other national, supranational or international regulations in the area of copyright law, industrial ownership law or the law of torts. The principal shall hold SasWorx harmless, both in law and otherwise, against all claims that any third parties may have under the Act or regulations referred to above.
- If any doubt arises or continues to exist as to the accuracy of the rights claimed by third parties as referred to in paragraph 15.1, SasWorx shall be entitled but not obliged to suspend the performance of the contract until such time as it has been irrevocably established in law that SasWorx will not infringe such rights by performing the contract. SasWorx shall subsequently still carry out the order within a reasonable period of time.
- Unless it has been expressly agreed to the contrary in writing, SasWorx shall always remain the party entitled to the copyright that may arise on the works produced by him in performing the contract, such as copy, manuscript, type, design drawings, models, working and detail drawings, data carriers, computer software, data files, photographs, lithographs, films and similar means of production and aids, even if the activities concerned are stated as a separate item in the offer or on the invoice.
- Neither the goods supplied or to be supplied by SasWorx according to her own design, such as copy, manuscripts, type, design drawings, models, working and detail drawings, data carriers, computer software, data files, photographs, lithographs, films and similar means of production and aids nor any part thereof forming an essential part of such design may be reproduced within the scope of any production process without SasWorx’s written consent, even if or to the extent that there is no copyright on or other statutory protection in respect of the design thereof for SasWorx.
- After delivery by SasWorx, the principal shall obtain the non-exclusive right of use of the works within the meaning of the Copyright Act 1912 or of the works within the meaning of paragraph 15.4, produced by SasWorx within the scope of the contract. Such right of use shall be restricted to the right to use the delivered goods in a normal manner and shall expressly not include the use for the reproduction of these works within the scope of any production process.
16. Ownership of means of production, etc.
- All things produced by SasWorx such as means of production, semi-manufactured products and aids and in particular type, design drawings, models, working and detail drawings, data carriers, computer software, data files, photos, lithographs, clichés, films, micro and macro mountings, printing plates, screen printing matrices, engraving cylinders, stereotypes, punching knifes and moulds, (foil) matrices, embossing plates and peripheral equipment shall remain the property of SasWorx, even if they have been stated as separate items on the quotation, in the offer or on the invoice.
- SasWorx shall not be obliged to hand over the things referred to in paragraph 16.1 to the principal.
- SasWorx shall not be obliged to keep the things referred to in paragraph 16.1 for the principal. If SasWorx and the principal agree that such things will be kept by SasWorx, this shall be for a period of one year at the most and without SasWorx guaranteeing their suitability for repeated use.
17. Ownership of the principal, lien
- SasWorx shall keep all things, entrusted to him by the principal within the scope of the performance of the contract with the care of a good keeper.
- Notwithstanding the provisions of the previous paragraph of this article, the principal shall bear all the risks connected with the things referred to in paragraph 17.1 during the keeping thereof. If insurance is desired, the principal shall take out an insurance policy for this risk himself.
- The principal shall be obliged to ensure that before delivering copy, manuscripts, drawings, designs, photos or data carriers to SasWorx, a duplicate is made thereof. The principal shall keep such duplicates in case the things supplied are lost by SasWorx during the keeping thereof or have become unfit for use due to damage. In that case the principal shall provide SasWorx with a new copy at the latter’s request against payment of the costs of the material.
- The principal grants SasWorx a lien on all things that are brought within the power of SasWorx within the scope of the performance of the contract with SasWorx, all this by way of extra security for all that the principal may owe to SasWorx in whatever capacity or on whatever account, including non-requirable and contingent debts.
18. Materials and products delivered by the principal
- If the principal has agreed with SasWorx to deliver materials of products for imprinting of processing purposes, the former shall ensure that this delivery takes place in a manner that may be considered timely and proper for a normal, planned production. The principal shall ask SasWorx for instructions in respect thereof.
- In addition to the materials or products required for the prestation agreed, the principal shall be obliged to deliver a quantity for proofs, spoilage, etc. that may be deemed reasonable for the processing work concerned. The principal shall ask SasWorx’s specification in respect thereof. The principal shall see to it that SasWorx receives a sufficient quantity. SasWorx’s confirmation of receipt of the materials or products shall not imply acknowledgement that a sufficient quantity or the quantity stated on the documents relating to the carriage of the goods has been received.
- SasWorx shall not be obliged to examine the materials or products received from the principal on their suitability for printing or processing prior to such printing or processing.
- SasWorx cannot be held liable for failure to perform the contract if this should be caused by extraordinary processing problems or processing problems that could not reasonably be foreseen by SasWorx, and which are the result of the nature of the materials or products supplied by the principal. SasWorx cannot be held liable for failure to perform the contract either if this should be caused by deviations between the sample originally shown to SasWorx and the materials or products subsequently delivered by the principal for the publication.
- SasWorx shall not guarantee characteristics, such as storage life, adherence, gloss, colour, light or colour fastness or wear-resistance if the principal has failed to give information as to the characteristics and nature of the materials and products supplied by him at the latest at the time of concluding the contract, and has failed to give sound information on the pre-treatment and surface treatments applied.
- Unless it has expressly been agreed to the contrary, SasWorx cannot be held liable for the fact that the materials and products received by him from the principal and to be printed or processed by him have become unstuck, are sticking together, have become soiled, have changed in gloss or colour or for any damage caused to such materials and products if these materials and products have been pre-treated, inter alia, by the application of varnish, lacquer or anti-stain powder.
- The principal shall be obliged to point out to SasWorx any special difficulties or health risks during the printing or processing process of the materials and products supplied by the principal.
- SasWorx shall be entitled to dispose of the left-overs of the materials and products supplied by the principal, such as offcuts, as if he were the owner. The principal shall, at SasWorx’s request, be obliged to collect any unused materials and products as well as the left-overs referred to above from SasWorx.
19. Force majeure
- Failure in the performance of the contract on the part of SasWorx cannot be imputed to SasWorx if the latter cannot be blamed for such a failure or if such a failure is not for her account under the law, the contract or according to common opinion.
- Any failure on the part of SasWorx in the performance of the contract which is the result of war, mobilisation, riots, disturbances, flooding, blocked shipping, other blocking of transport, stagnation in or restriction or termination of supplies by public utility companies, shortage of gas, petroleum products or other means for the generation of energy, fire, breakdown of machinery and other accidents, strikes, lock-outs, actions by the trade unions, export restrictions, other government measures, non-delivery of necessary materials and semi-manufactured products, intent or gross negligence on the part of persons whose services are used and other similar circumstances shall be deemed to be circumstances which cannot be imputed to SasWorx and shall not give the principal the right to set aside the contract or the right to damages.
- SasWorx’s liability on account of the contract with the principal shall be limited to the amount that is in relation to the price agreed according to criteria of reasonableness and equity.
- SasWorx shall not be liable for damage/loss of whatsoever nature arising from or subsequent upon the principal having taken into use, processed, worked or delivered to third parties the things produced or having caused same to be taken into use, processed, worked or delivered to third parties after the delivery thereof.
- SasWorx shall, furthermore, not be liable for damage in the form of loss of turnover or loss of goodwill in the business or profession of the principal.
- Neither shall SasWorx be liable for damage to materials or products received from the principal which are to be printed, processed or treated by SasWorx, if the principal has failed to give SasWorx information as to the characteristics and nature of the materials and products supplied by him at the latest at the time of concluding the contract, and has failed to give sound information on the pre-treatment and surface treatments applied.
- If SasWorx is held liable by a third party for any damage, for which he is not liable under the contract with the principal or the present terms and conditions of delivery, the principal shall hold him fully harmless and reimburse SasWorx in full for all that the latter has to pay to such third party.
21. Governing law
- The contract between SasWorx and the principal shall be governed by Dutch law.
In the event of any disputes on the interpretation of any of the provisions of these terms and conditions, or any of the provisions included in contracts to which these terms and conditions apply, the Dutch text shall be conclusive.