All our offers and agreements are subject to the Delivery Terms and Conditions for the Graphic Industry, filed on 13 January 2011 under no. 8/2011 at the Registry of the District Court in Amsterdam.

Article 1: Definitions
In these terms and conditions of delivery the following terms shall have the following meanings:
a. Client: the natural or legal person who has instructed the supplier to manufacture goods or to carry out activities;
b. Supplier: the natural or legal person who has accepted the order as referred to under a or has made an offer or quotation prior to a possible order;
c. Information carriers: magnetic tapes and discs, optical discs and all other means intended for recording, processing, sending or reproducing or making public texts, images or other data by means of equipment, all this in the broadest sense of the word;
d. Koninklijke KVGO: Koninklijk Verbond van Grafische Ondernemingen, having its registered office in Amstelveen, the Netherlands.

Article 2: General
1. These terms and conditions of delivery apply to the formation, content and performance of all agreements concluded between the principal and the supplier.
2. General (purchase) terms and conditions of the principal shall only apply if it has been expressly agreed in writing that they shall apply to the contract between the parties to the exclusion of these delivery terms and conditions.

Article 3: Quotations, offers
1. The mere submission of a quotation, estimate, pre-calculation or similar communication, whether or not indicated with an offer, shall not oblige the supplier to enter into a contract with the principal.
2. Offers made by the supplier are always without obligation and can only be accepted without deviations. An offer shall in any case be deemed to have been rejected if it has not been accepted within one month. An offer is understood to mean a proposal made to the supplier to enter into an agreement, which has been determined in such a way that an agreement is immediately created by its acceptance.

Article 4: Cancellation
1. The principal shall be entitled to cancel an agreement before the supplier has commenced the execution of the agreement, provided that he compensates the supplier for the damage caused as a result. This damage shall be understood to mean the losses and loss of profit suffered by the supplier and, in any case, the costs already incurred by the supplier in preparation, including those of reserved production capacity, purchased materials, services called in and storage.
2. It shall not be possible to cancel agreements for the production of periodic expenses as referred to in paragraphs 2 and 3 of Article 14.

Article 5: Price
1. All prices stated are exclusive of turnover tax (V.A.T.) and other levies imposed by the government.
2. The price quoted by the supplier for the performance to be carried out by him applies exclusively to the performance in accordance with the agreed specifications.
3. In the case of composite offers there is no obligation to deliver a part of the total performance at the amount stated for this part in the offer or at a proportional part of the price stated for the whole.
4. If no price has been agreed between the parties, but the parties have entered into one or more agreements with similar or virtually similar content in a year prior to the agreement, the price shall be calculated on the basis of the production methods and calculation rates used.
5. If no price has been agreed upon between the parties outside the application of the provisions of the previous paragraph of this article, if only a price has been issued by way of estimate or if the agreed price can be changed pursuant to these general terms and conditions, the price or the change shall be determined at an amount considered reasonable in the graphic industry. at least 15% of the principal sum with interest, with a minimum of € 100,00.

Article 6: Price changes
1. The supplier is entitled to increase the agreed price if one or more of the following circumstances occurs after the conclusion of the agreement: an increase in the costs of materials, semi-finished products or services necessary for the execution of the agreement, an increase in shipping costs, wages, employer's social security charges, costs related to other working conditions, the introduction of new and an increase in existing government levies on raw materials, energy or residues, a significant change in exchange rates or, in general, circumstances comparable to these.
2. Extra laborious text, unclear copy, unclear sketches, drawings or models, faulty data carriers, faulty computer software or data files, faulty manner of delivery of the materials or products to be delivered by the Commissioning Party and all similar deliveries by the Commissioning Party that require the Supplier to carry out more work or incur more costs than the Commissioning Party could reasonably have expected when entering into the agreement are grounds for increasing the agreed price. Extraordinary or reasonably unforeseen processing difficulties arising from the nature of the materials and products to be processed are also grounds for increasing the agreed price.
3. The supplier is entitled to increase the agreed price or to reduce the price if the principal makes changes to the originally agreed specifications, including author's corrections or changed instructions after receipt of working drawings, models and of typesetting, printing and other proofs. The supplier shall cooperate in these changes within the limits of reasonableness, if the content of the performance to be carried out by him does not deviate substantially from the originally agreed performance.

Article 7: Payment terms
1. Unless otherwise agreed, the client must pay the price and other amounts due under the agreement within 30 days of the invoice date, without being able to invoke any discount, set-off or suspension. However, payment must be made in cash upon delivery if the client is a natural person not acting in the exercise of a profession or business. In the event of late payment as referred to above, the client shall be in default without notice of default being required from the supplier.
2. In the event of an agreed delivery in parts, after delivery of the first part, the supplier shall be entitled, in addition to payment of this part, to demand payment of the costs incurred for the entire delivery, such as the costs of typesetting, lithographs and tests.
3. 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 the supplier pursuant to the contract at the supplier's first request. The security offered shall be such that the claim with any interest and costs falling thereon is adequately covered and that the supplier shall be able to take recourse against it without difficulty. Any security which subsequently becomes insufficient shall be supplemented to provide adequate security at the supplier's first request.
4. If the principal fails to pay on time as referred to in paragraph 1 of this article, he shall owe the statutory commercial interest, or if applicable, the statutory interest, on this amount as from the invoice date because of the delay in the payment of the amount owed by him. The supplier shall be entitled to charge one twelfth of this interest for each month or part of a month in which the principal has not fulfilled his obligation to pay in full.
5. In the event of late payment as referred to in section 1 of this article, in addition to the amount due and the interest thereon, the principal shall be obliged to pay in full both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies. The extrajudicial costs are set at at least 15% of the principal sum with interest, with a minimum of € 100.00.

Article 8: Method of delivery; retention of title
1. Unless otherwise agreed, delivery shall take place at the place where the supplier carries out his business.
2. The supplier shall not be obliged to deliver the manufactured goods in parts.
3. The principal shall be obliged to cooperate fully with the delivery of the goods to be delivered by the supplier by virtue of the contract. The principal shall also be in default without being reminded to do so if he does not pick up the items to be delivered after the supplier's first request or, if delivery at his address has been agreed, refuses to accept the items to be delivered.
4. Each delivery of goods by the supplier to the principal shall take place under reservation of ownership thereof until the principal has paid all that he is obliged to pay pursuant to any contract, including interest and costs.
5. If transport of the goods to be delivered has been agreed, this shall take place at the principal's expense, unless carriage paid delivery has been agreed.Incoterms DAP: The seller bears all costs and risks related to the transport of the goods to the agreed place of destination. The buyer has the obligation to present the goods to customs with the necessary import documents and to pay any associated import duties and formalities. Transport includes the transmission of data by means of the telephone network and any comparable transmission by means of any technical means. Acceptance of the supplier's goods by the carrier shall serve as proof that they were in an externally good condition, unless the contrary is apparent from the consignment note or the receipt.
6. The supplier is not charged with storing the goods to be delivered, unless this has been explicitly agreed. If storage takes place, this shall take place at the principal's expense and risk.

Article 9: Term of delivery
1. A term of delivery stated by the supplier shall only be indicative, unless it is explicitly indicated in writing that it concerns a deadline. The supplier shall only be in default, even in the case of an agreed deadline, after the client has given him notice of default.
2. The supplier's commitment to an agreed deadline lapses if the principal wishes a change in the specifications of the work or fails to comply with the provisions of section 1 of article 12 of these terms and conditions, unless the minor significance of the change or the minor delay does not in all reasonableness force the supplier to change the use of production capacity initially planned by him in time.
3. In the execution of the contract by the supplier, the principal shall be obliged to do all that is reasonably necessary or desirable to enable a timely delivery by the supplier, in particular by answering the supplier's questions without delay, by preventing faulty deliveries as referred to in paragraph 2 of article 6 and by observing the provisions of paragraph 1 of article 12 and the paragraphs 1 and 2 of article 18 of these delivery terms and conditions.
4. In the event of non-compliance by the principal with the provisions of the previous paragraph of this article and the provisions of paragraph 3 of article 7, an agreed deadline for delivery shall no longer be binding and the principal shall be in default without written notice of default by the supplier being required. The supplier is then, without prejudice to the rights to which he is entitled under the law, authorised to suspend the fulfilment of the contract until the principal has remedied this default. Thereafter the supplier will perform the contract within a reasonable time.

Article 10: Examination upon delivery
1. The principal shall be obliged to examine expeditiously after delivery whether the supplier has properly fulfilled the contract and shall furthermore be obliged to inform the supplier immediately in writing as soon as he becomes aware of the contrary. The Commissioning Party must carry out the aforementioned investigation and make the relevant notification within 14 days after delivery at the latest.
2. The supplier shall at all times be entitled to provide a new sound performance instead of a previous unsound performance, unless the default cannot be remedied.
3. The fulfilment of the agreement between the parties shall be considered sound if the principal has failed to carry out the examination or the notification referred to in paragraph 1 of this article on time.
4. If the period of 14 days referred to in the first paragraph of this article must, according to standards of reasonableness and fairness, also be regarded as unacceptably short for a careful and alert client, this period shall be extended until no later than the first moment at which the examination or notification of the supplier is reasonably possible for the client.
5. The performance of the supplier shall in any case be deemed to be sound between the parties if the Commissioning Party has taken the delivered goods or part of the delivered goods into use, has treated or processed them, has supplied them to third parties or has had them taken into use, has had them treated or processed or has had them supplied to third parties, unless the Commissioning Party has observed the provisions of the first paragraph of this article.

Article 11: Content and alteration of the agreement
The principal bears the risk of misunderstandings with regard to the content and execution of the agreement if these are caused by specifications or other communications not received, not correct, not received on time or incomplete by the supplier or other communications made orally or by a person appointed by the principal for this purpose or transmitted by any technical means such as the telephone, fax and similar transmission media.

Article 12: Typing, printing or other proofs
1. The client shall be obliged to carefully examine the typesetting, printing or other proofs received from the supplier, whether or not at his request, for errors and defects and to return them corrected or approved to the supplier without delay.
2. Approval of the proofs by the Commissioning Party shall be deemed to be an acknowledgement that the Supplier has correctly carried out the work prior to the proofs.
3. The supplier shall not be liable for deviations, errors and defects that have gone unnoticed in tests approved or corrected by the principal.
4. Any proofs 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 these proofs are included in the price.

Article 13: Deviations
1. Deviations between, on the one hand, the work delivered and, on the other hand, the original design, drawing, copy or model or the typesetting, printing or other proofs respectively, cannot constitute grounds for rejection, discount, dissolution of the agreement or compensation if they are of minor importance.
2. In assessing whether or not deviations in the total of the work are to be regarded as minor, a representative sample of the work shall be taken into account, unless it concerns individually determined matters.
3. Deviations which, taking all circumstances into account, in all reasonableness have no or a minor influence on the utility value of the work, are always considered to be deviations of minor significance.
4. Deliveries of more or less than the agreed number are permitted if they do not exceed or fall short of the following percentages: - circulation of up to 20,000 units: 10% - circulation of 20,000 or more: 5% However, a percentage of 10% is always permitted with regard to more or fewer deliveries of packaging printed matter, labels and continuous forms. The greater or lesser number delivered will be charged or settled respectively.
5. With regard to the quality and the grammage of paper and cardboard, the deviations of minor importance are those permitted by virtue of the tolerance standards stated in the General Delivery Terms and Conditions of the Association of Paper Wholesalers. The relevant conditions are available for inspection at the supplier's premises. At the principal's request, the supplier shall send a copy of these terms and conditions free of charge.
6. Deviations in the other materials and semi-manufactured products used by the supplier that are permitted in accordance with the general terms and conditions of sale relating to the delivery of these materials and semi-manufactured products shall be considered as deviations of minor importance. The conditions in question are available for inspection at the supplier's premises. The supplier shall send the principal a copy of these terms and conditions free of charge at his request.

General Terms and Conditions