B2B terms KOMONI AMSTERDAM

1. Parties

1. Client: the natural person or legal entity who has given the order to the supplier for the manufacturing of goods or the performing of services; 

1. Supplier: KOMONI, located in Amsterdam at Kreeftstraat 7; the term Supplier also includes its employees and any third parties hired by the Supplier to fulfill the order, such as distributor(s) and supplier(s) of the Supplier.

2. General

1. These terms apply to any and all agreements made between the client and the supplier. The general terms and conditions of the client are expressly rejected.
2. In the event the client at any time has entered into an agreement with the supplier to which these delivery conditions apply, the client is deemed to have tacitly accepted the applicability of these delivery conditions on future agreements with the supplier.

3. Quotes and offers

1. Orders must always be placed via the supplier's website www.komoni.amsterdam.
2. The client must adhere to the specifications provided by the supplier when supplying material for printing, unless otherwise agreed in writing between the client and the supplier.
3. An agreement between the client and the supplier is established only after acceptance by the supplier. Acceptance is done by means of a written order confirmation, e.g. via email.
4. The supplier is not liable for orders not processed that have not been accepted by it through an order confirmation.

4. Cancellation and returns

1. The client is entitled to cancel an agreement before the supplier has begun the execution of the agreement, provided that he compensates the supplier for the damage incurred as a result. This damage includes the losses suffered by the supplier and lost profits and, in any case, the costs that the supplier has already made in preparation, including those of reserved production capacity, purchased materials, invoked services, and storage.
2. Client’s right to return for made-to-order goods is explicitly excluded.

5. Pricing

1. All prices quoted are exclusive of Value Added Tax (VAT) and other government-imposed levies, if applicable.
2. The price quoted by the supplier for the performance to be provided applies exclusively to the performance according to the agreed specifications. The supplier has the right to accept the order under altered price and/or specifications if, in the opinion of the supplier, the nature or content of the software, files, sketches, drawings, models, or other similar design files provided by the client give cause for this.

6. Price Changes

1. The supplier is entitled to increase the agreed price if one or more of the following circumstances occur after the agreement has been concluded: an increase in the costs of materials, semi-finished products, or services required for the execution of the agreement, an increase in shipping costs, wages, employer social security contributions, costs associated with other employment conditions, the introduction of new and the increase of existing government levies on raw materials, energy or waste materials, a significant change in currency relations, or, in general, circumstances that are comparable to the aforementioned.
2. Complex text, unclear copy, unclear sketches, drawings or models, defective information carriers, defective computer software or data files, defective method of delivery of the materials or products to be supplied by the client, and all similar supplies by the client that necessitate the supplier incurring more work or costs than it could reasonably have expected at the time of entering into the agreement, are grounds for an increase in the agreed price. Extraordinary or reasonably unforeseeable processing difficulties arising from the nature of the materials and products to be processed also constitute grounds for increasing the agreed price.
3. The supplier is entitled to increase the agreed price if the client makes changes to the originally agreed specifications, including modified instructions after the receipt of working drawings, models, and samples. The supplier will cooperate with these changes within reasonable limits, provided that the content of the performance to be provided by him does not deviate significantly from the originally agreed performance.

7. Payments

1. Payment of the price and other amounts due by the client under the agreement must take place in advance, through a one-time direct debit authorization or by bank transfer, unless the supplier has expressly agreed in writing to a different payment term. In the event of non-timely payment as referred to, the client is in default without a notice of default by the supplier being required. The client cannot invoke any discount, set-off, or suspension.
2. If delivery cannot take place at a delivery address designated by the client due to a reason attributable to the client, such as non-payment upon delivery, the supplier is entitled to take back the manufactured goods. The costs associated with this, such as courier costs, are for the client's account. The client can pick up the manufactured goods at the nearest branch of the supplier from the following day, not being a day in the weekend or a generally recognized holiday, during office hours. Furthermore, upon the client's request, the supplier will as soon as possible offer the manufactured goods for delivery again at a delivery address designated by the client, in which case the additional delivery costs will be charged to the client and must be paid by the client upon delivery.
3. The supplier is entitled, in the case of an agreed delivery in parts, after the delivery of the first part, to also request payment for the costs made for the entire delivery, such as those for samples, in addition to the payment of this part.
4. The client is at all times, regardless of the agreed payment conditions, obliged to provide security at the supplier's first request for the satisfaction of the amounts to be paid to the supplier under the agreement. The offered security must be such that the claim, with any interest and costs that may fall upon it, is properly covered and that the supplier can easily recover from it. An eventually insufficient security must be supplemented to a sufficient security at the supplier's first request.
5. If the client does not pay on time and the amount due remains unpaid after one or more reminders, they are due the legal interest on the amount owed from the invoice date due to the delay in the satisfaction of the amount owed. The supplier is authorized to charge one twelfth of this interest for each month or part of a month in which the client has not fully met their payment obligation.
6. In case of non-timely payment, the client is, in addition to the owed amount and the interest that has appeared on it, obliged to a full compensation of both extrajudicial and judicial collection costs.

8. Method and Costs of Delivery; Reservation of Ownership

1. Unless otherwise agreed, delivery takes place at the location of the delivery address specified by the client to the supplier.
2. The client is obliged to fully cooperate with the delivery of the goods to be supplied by the supplier under the agreement. The client will also be in default without being prompted if they refuse to accept the goods to be delivered at an address designated by the client.
3. Every delivery of goods by the supplier to the client is made with the reservation of ownership until the client has fulfilled everything they are obliged to do under the agreement or other similar agreements towards the supplier, including interest and costs.
4. If delivery at an address designated by the client has been agreed upon, delivery costs will be charged by the supplier.
5. Delivery is made by an external postal delivery company, unless otherwise agreed. The shipment is always at the expense and risk of the client. The acceptance of goods from the supplier by the carrier is considered proof that they were in apparently good condition, unless the contrary is evident from the bill of lading or the receipt.
6. These conditions and the assignment are subject to any other location specific and industry standard supplier terms, such as the Incoterms.

9. Delivery Term

1. A delivery term specified by the supplier is, unless it is expressly indicated in writing to be a final deadline, only of an indicative nature. The supplier is not liable for any damage resulting from the inability to deliver within the specified term. The supplier is only in default, even in case of an agreed final term, after the client has given written notice to deliver within a reasonable term of at least 3 working days and delivery does not take place within this reasonable term.
2. The time needed for finishing is included in the delivery term mentioned in the order confirmation.
3. The supplier's commitment to an agreed final delivery term lapses if the client wishes to change the specifications of the work, fails to provide the right instructions and design files or withholds approval of the samples, if any, unless the minor significance of the change or the minor delay does not reasonably necessitate the supplier to modify the initially planned time-wise allocation of production capacity.
4. In the execution of the agreement by the supplier, the client is obliged to do everything that is reasonably necessary or desirable to enable timely delivery by the supplier, such as promptly responding to inquiries from the supplier.
5. In the event of non-timely payment or non-compliance by the client, an agreed final term of delivery is no longer binding, and the client is in default without the need for written notice of default by the supplier. The supplier is then, without prejudice to the rights granted to him by law, authorized to suspend the performance of the agreement until the client has remedied this default. Afterward, the supplier will still execute the agreement within a reasonable term.

10. Inspection upon Delivery

1. The client is obliged to promptly investigate after delivery whether the supplier has fulfilled the agreement properly and is furthermore obliged to inform the supplier in writing immediately if it appears otherwise. The client must conduct the aforementioned investigation and notification within a maximum of 14 days after delivery.
2. The supplier is always entitled to provide a new proper performance in place of a previous inadequate performance, unless the shortcoming is irremediable.
3. The performance of the agreement is considered adequate between the parties if the client has failed to conduct the inspection referred to in this article in a timely manner.
4. The supplier's performance is in any case considered adequate between the parties if the client has used, processed, or delivered to third parties the delivered goods or a part of the delivered goods, or has had them used, processed, or delivered to third parties, unless the client has complied with the provisions of this article.

11. Samples

1. The supplier does not check the accuracy of design files provided by the client, such as designs, texts, software, data files, and drawings, unless the client and supplier have expressly agreed otherwise in writing.
2. The client is obliged to carefully examine the samples received from the supplier, whether requested by the supplier or not, for errors and defects and to return them corrected or approved to the supplier promptly.
3. Approval of the samples by the client is considered recognition that the supplier has correctly carried out the preceding activities related to the samples.
4. The supplier is not liable for deviations, errors, and defects that remained unnoticed in samples approved or corrected by the client.
5. Each sample made at the client's request will be charged in addition to the agreed price, unless it is expressly agreed that the costs of these samples are included in the price. If the client requests and receives a sample but decides not to proceed with the order, the sample will be invoiced separately. 

12. Deviations

1. Deviations between, on the one hand, the work delivered and, on the other hand, the supplies provided by the client to the supplier, such as designs, texts, software, data files, and drawings, or the specifications mentioned in the order confirmation, or the samples, cannot be a reason for rejection, discount, dissolution of the agreement, or compensation, if they are of minor significance.
2. In assessing whether deviations in the total work are to be considered minor, a representative sample from the work will be taken into account, unless it concerns individually specified items.
3. Deviations that, considering all circumstances, reasonably have no or a subordinate influence on the usability of the work are always considered deviations of minor significance.

13. Intellectual property and other third party rights.

1. The client guarantees the supplier that by fulfilling the agreement, and specifically by reproducing or making public the supplies received from the client, such as designs, texts, software, data files, and drawings, no infringement is made on any third-party rights, including but not limited to intellectual property rights, industrial property rights, personality rights, and portrait rights. The supplier is under no obligation to check any supplies and/or design files for possible infringements on third-party rights.
2. The client indemnifies the supplier both in and out of court for all claims by third parties for alleged infringement of their rights. Furthermore, the client compensates the supplier for any damage resulting from infringements of third-party rights due to the works produced by the supplier in the context of the agreement.
3. If doubts arise or persist regarding the validity of rights claimed by third parties as referred to in this article, the supplier is authorized but not obliged to suspend the performance of the agreement until it has been irrevocably established in court that the supplier's performance of the agreement does not infringe these rights. Afterward, the supplier will still execute the order within a reasonable period.
4. Unless expressly agreed otherwise in writing, the supplier remains at all times the holder of the intellectual property that may arise on the works produced by him in fulfilling the agreement, such as copy, typesetting, design drawings, models, working and detailed drawings, information carriers, computer software, data files, photographic recordings, films, and similar production and aids, even if the relevant work activities are mentioned as a separate item in the offer or on the invoice. After delivery by the supplier, the client obtains the non-exclusive right to use the works produced by the supplier in the context of the agreement, or works. The aforementioned right of use is limited to the right of normal use of the delivered goods and specifically does not include the use for reproduction of these goods in any production process.
5. The works to be delivered or delivered by the supplier according to his design, such as copy, typesetting, design drawings, models, working and detailed drawings, information carriers, computer software, data files, photographic recordings, and films, as well as any essential part of that design, may not be reproduced in any production process without his written permission, even if no copyright or other legal protection exists for the supplier concerning the design.
6. The supplies provided by the client to the supplier, such as designs, texts, software, data files, and drawings, remain the property of the client at all times. Through this agreement, the client grants the supplier a worldwide, temporary, non-exclusive license on the supplies provided by the client to the supplier, such as designs, texts, software, data files, and drawings, exclusively for the production of the works according to the assignment and the execution of the assignment as agreed in these conditions.

14. Ownership of Production Means, etc.

1. All items produced by the supplier, such as production resources, semi-finished products, and aids, and specifically typesetting, design drawings, models, work and detailed drawings, information carriers, computer software, data files, photographic recordings, films, micro and macromontages, printing plates, screen printing forms, intaglio cylinders, stereotypes, die-cutting knives and forms, stamping plates, and peripherals, remain the property of the supplier, even if they are listed as a separate item on the quote, in the offer, or on the invoice. The supplier is not obliged to hand over the items referred to in paragraph 1 to the client.

15. Force Majeure

1. Shortcomings of the supplier in the fulfillment of the agreement cannot be attributed to him if they are not due to his fault, nor under the law, the agreement, or views accepted in societal transactions.
2. Shortcomings of the supplier in the fulfillment of the agreement as a result of, for example, war, mobilization, riots, flooding, pandemics, closed shipping, other transport impediments, stagnation in, respectively, limitation or cessation of supplies by public utilities, lack of coal, gas, petroleum products or other means of energy generation, fire, machine breakdown, and other accidents, strikes, lockouts, actions by trade unions, export restrictions, other governmental measures, non-delivery of necessary materials and semi-finished products by third parties, intent or gross negligence of auxiliary persons, and other similar circumstances, are considered not attributable to the supplier and do not give the client the right to dissolve the agreement or to compensation.

16. Liability

1. Damage suffered by the client for which the supplier is liable will only be compensated to the client according to the provisions below, regardless of the basis on which the claim for compensation is made.
2. The liability of the supplier is limited to the invoice value of the order, excluding value-added tax (VAT).
3. The supplier is not liable for damage in the form of loss of income or profit, damage due to stagnation or delay in business operations, damage due to loss of production, loss of working hours and/or labor costs made in vain, additional costs of purchasing from third parties, damage due to missed savings, contracts or discounts, and penalties.
4. The supplier is not liable for any kind of damage arising from or after the client has put the manufactured goods into use, has processed or treated them, has delivered them to third parties, or has caused them to be put into use, processed, or delivered to third parties after delivery.
5. The supplier is not liable for damage to materials or products received from the client and to be printed, processed, or treated by the supplier if the client has not provided the supplier with information about the properties and nature of these materials or products and adequate information on the pre-treatments and surface treatments applied at the time of entering into the agreement.
6. The right to compensation for damage expires if the client does not claim it in writing within 14 days after becoming aware of the occurrence of the damage, or could reasonably have been aware of it.
7. If the supplier is held liable by a third party for any damage for which he is not liable under the agreement with the client or these delivery conditions, the client shall fully indemnify him and compensate the supplier for everything he has to pay to this third party.

17. Applicable Law and Disputes

1. Disputes arising from agreements between the supplier and the Client will - at the discretion and own judgment of the Supplier - be exclusively brought before the Court in Amsterdam, the Netherlands. The agreement between the supplier and the client is governed by Dutch law.

KOMONI Amsterdam

Kreeftstraat 7

1033 EL Amsterdam

email: justin@komoni.nl

telephone: +31 (0) 6 42 3098 19