GENERAL DELIVERY CONDITIONS FOR PRODUCTS OF PRINT UNLIMITED
Filed under number 83/2004 at the court registry of the Court of ‘s-Hertogenbosch
on August 04th 2004.
Products are understood to mean 1) substrates which Print Unlimited prints with a
certain image at the Buyer's request, 2) art reproductions and other reproductions, 3)
clothing and accessories, and 4) all other items which are delivered by Print Unlimited.
Buyer is understood to mean the legal entity or natural person that buys Products from
2. FORMATION OF THE AGREEMENT: The Buyer asks Print Unlimited to deliver
a Product to it and provides the necessary data for that purpose to Print Unlimited.
Based on the data provided by the Buyer, Print Unlimited issues an offer. This offer is
without obligation. If Buyer accepts this offer, it must immediately sign and send back
the offer to Print Unlimited or must immediately confirm in writing to Print Unlimited
that it accepts this offer without modification.
3. DATA TO BE PROVIDED BY THE BUYER: The Buyer provides to Print
Unlimited all data which Print Unlimited needs to deliver the Product and also
provides a reference product that is acceptable for Print Unlimited.
4. ASSESSMENT, MODIFICATION AND USE OF DATA PROVIDED:
Print Unlimited assesses the colour and image of the data provided to it by the Buyer
under light standard D65. If the data provided by the Buyer cannot be used without
modification in the production processes used by Print Unlimited or must be changed
for an optimal result, Print Unlimited will adapt and/or adjust the data provided to it
by the Buyer in consultation with the Buyer. The associated costs will be charged
to the Buyer. All industrial and intellectual property rights and other rights relating to
such adaptations/adjustments will accrue fully to Print Unlimited. Print Unlimited will
not use the data provided to it by the Buyer for the benefit of third parties.
5. FABRIC DELIVERED BY THE BUYER: In case the Buyer provides the fabric to Print
Unlimited for printing or treatment, Print Unlimited does not give any guarantee for both
quantity and quality of prints that can be delivered. Print Unlimited will use its best
efforts to produce the best possible quality and quantity. Print Unlimited will keep track
of usage of these fabrics and report to the Buyer if requested. Print Unlimited is
entitled to charge printing costs for prints on fabrics delivered by the Buyer that are
rejected by Print Unlimited and/or the Buyer because of poor quality or even failure in
the Print Unlimited process.
6. SAMPLE: Before it begins producing the Product, Print Unlimited may send a
proof or sample to the Buyer for approval. Unless agreed otherwise, the costs of this will
be at the Buyer's expense.
7. PRICE AND PAYMENT: Prices are exclusive of VAT and other governmental taxes
and are based on delivery Ex Works (according to Incoterms 2000) inclusive of
standard packing. Unless agreed otherwise in writing, a 50% pre-payment must be received
by Print Unlimited on confirmation of order and 50% within 30 days after the invoice date.
The Buyer is not entitled to any setoff, discount, or deferment. All costs associated with
a payment are at the Buyer's expense.
8. DELIVERY AND TIME OF DELIVERY: Unless agreed otherwise in writing,
delivery takes place Freight Paid excluding insurance until the agreed destination
(CIP according to Incoterms 2000), inclusive of standard packing. If a time of delivery has
been agreed, this is not intended as a firm date, and it only begins to run after receipt
by Print Unlimited of all necessary data, deposits and financial security.
9. RETURNING AND SAVING DATA RELATING TO A PRODUCT: Upon
request, Print Unlimited will return to Buyer data provided to it at the Buyer's expense.
Print Unlimited saves the data which are necessary to produce the Product
(both the data provided to it as well as the adaptations/adjustments as referred to in Article 3)
and any samples as referred to in Article 5, for a year after delivery at no cost, after
which Print Unlimited will have no obligation and is allowed to destroy this data.
10. WHAT THE BUYER MAY EXPECT: The Buyer may expect that Print Unlimited
will use its best efforts to have the Product, assessed under light standard D65,
resemble as much as reasonably possible the proof or sample provided to the Buyer, or
the reference product provided by Buyer. The Buyer may not expect that the Product
to be delivered can be exactly reproduced with regard to a later delivery.
11. GUARANTEES: Print Unlimited does not give any guarantee as regards
merchantability, fitness for a particular purpose, authenticity nor any other implicit or
12. SUITABILITY: It is the responsibility of the Buyer to determine whether the
Products are suited for the purpose and application it intends to use them for. The
Buyer explicitly accepts the risks and liabilities ensuing from the use of the Products,
whether or not in combination with other items. In the event Print Unlimited gives any
advice as to the use of the Products, this advice shall be deemed to have been given to
the best of its knowledge, and following such advice is at the Buyer's expense and
risk. Print Unlimited, however, accepts no liability whatsoever in this respect.
13. COMPLAINTS: In the event the Buyer is of the opinion that the delivery of a
Product is defective, it must, on pain of forfeiture of its rights, notify Print Unlimited
of same in writing, precisely stating the alleged defect, within eight days after
discovery, but not later than 30 days after receipt of the Product in question.
14. IMPORT/EXPORT: If the import and/or export regulations prevent Print Unlimited
from delivering the Products to the Buyer, Print Unlimited shall inform the Buyer
thereof as soon as possible. If such a situation occurs, both Print Unlimited and the
Buyer are entitled to dissolve the agreement without any liability for damages.
If, in such a situation, Print Unlimited has received an initial payment,
Print Unlimited shall return this.
15. LIMITATION OF LIABILITY: Print Unlimited accepts no liability whatsoever for
damage, irrespective of whether the damage was sustained by the Buyer or by a third
party, arising from, relating to, or in connection with:
a) loss of profit, b) decrease in revenue, c) loss of turnover or production, d) stoppage
of or delay in the production process, e) full or partial damage or loss of the Products
delivered by or through Print Unlimited and of the items which are manufactured,
processed and/or treated with the Products delivered by or through Print Unlimited, f)
diminution of the value of Products or items, g) repossession of Products or items, h)
adverse effect on good will and/or reputation and/or trademarks, i) delivery of
Products for which Print Unlimited does not receive consideration, j) cleaning costs,
k) net assets loss. The above exclusion of liability does not apply if and insofar as
intent or wilful recklessness concerning the cause of the damage can be ascribed to a
person charged by Print Unlimited with the management of Print Unlimited's
organisation. At all times, Print Unlimited's liability for damage is limited to a
maximum of the price of the Product that caused the damage.
16. INDEMNIFICATION: The Buyer indemnifies Print Unlimited against each claim of
a third party vis-à-vis Print Unlimited for compensation of damages, which this third
party suffers or claims to suffer (partly) as a result of the use or application of
Products delivered to the Buyer by or on behalf of Print Unlimited. The Buyer,
however, is not required to indemnify, if and insofar it demonstrates that
Print Unlimited would be liable for the damage vis-à-vis the Buyer, if the Buyer itself
were to hold Print Unlimited liable for the compensation of the damage.
17. FORCE MAJEURE: Force majeure shall be understood to include all circumstances
impeding the fulfilment, whether in a timely fashion or not, of the agreement and
which cannot be ascribed to the party invoking force majeure. This includes strikes at
Print Unlimited, lack of raw materials necessary for the production of the Products,
non-foreseeable stagnation at suppliers or other third parties on which Print Unlimited
is dependent, transportation problems in transportation of the Products by or on behalf
of Print Unlimited and problems in the electronic sending or receipt of messages and
data, et cetera. In the event of force majeure the delivery and other obligations of both
parties are suspended and, if this period of force majeure lasts longer than two months,
Print Unlimited is entitled to dissolve the agreement in whole or in part, without
18. RETENTION OF TITLE: The ownership of the Products only transfers to the Buyer
when the Buyer has fully fulfilled all its obligations from all agreements concluded
with Print Unlimited for the delivery of Products. As long as the ownership of the
Products has not been transferred to the Buyer, the Buyer is not entitled in any way to
alienate, encumber, pledge, or otherwise allow the Products to come under the power
of third parties.
19. FINAL PROVISION: The applicability of general or extraordinary terms and
conditions of the Buyer is explicitly excluded. Amendment of these delivery
conditions of Print Unlimited is only valid if made in writing and signed by an
authorised person on Print Unlimited's behalf, and in that case is only applicable for
that specific transaction.
20. APPLICABLE LAW AND SETTLEMENT OF DISPUTES: Dutch law is
exclusively applicable to all offers made and/or agreements concluded by Print
Unlimited, and all disputes arising from same. The applicability of the Vienna
Convention on the Sale of Goods of 11 April 1980 (CISG) (Bulletin of Treaties 1981,
number 184 and 1986 number 61) is excluded. All disputes arising as a result of the
offers made and/or agreements concluded by Print Unlimited shall be arbitrated
according to the rules of the Netherlands Arbitration Institute in Rotterdam, the
Netherlands. The place of arbitration is Rotterdam, the Netherlands. Print Unlimited is
further authorised to institute court proceedings against the Buyer in the country of the
Buyer’s establishment or place of business, or in the place where the Products are
Print Unlimited Trade Registry Oost Brabant, The Netherlands, no. 17160852. The General
Delivery Conditions for Products of Print Unlimited apply to all offers and all agreements to be
made and/or services to be rendered by Print Unlimited. Said general delivery conditions have been
deposited under number 67/2003 with the court registry of the 's -Hertogenbosch District Court,
The Netherlands. Upon your first request, you will be sent a copy, free of charge. These general
delivery conditions each include a restriction of our liability. Any other terms and conditions
are hereby explicitly excluded. VAT number: NL812173035B01.