General Terms and Conditions of Company SMART-ADV 

Article 1 – General1.1 The user of these terms and conditions is SMART-adv, Chamber of Commerce number 89323580, located at Europalaan 20, 3526 KS Utrecht. 0031610052244, also operating under the name SMART-adv.nl and hereinafter referred to as SMART-adv.nl.1.2 Agreements or contracts with third parties, whether or not employed by SMART-adv.nl, only bind SMART-adv.nl if confirmed by SMART-adv.nl.1.3 These terms and conditions apply to legal entities and natural persons acting in the course of a profession or business, hereinafter referred to as the Client.1.4 Third parties representing the Client (whether authorized or not), whether or not employed by the Client or engaged by the Client, shall also be deemed as the Client.1.5 SMART-adv.nl is entitled to unilaterally amend or supplement its general terms and conditions. The most recent version of SMART-adv.nl's general terms and conditions applies between the Client and SMART-adv.nl..

Article 2 - Applicability2.1 These terms and conditions apply to every offer from SMART-adv.nl and to the establishment, content, and fulfillment of all agreements concluded between SMART-adv.nl and the Client.2.2 If both SMART-adv.nl and the Client refer to their own general terms and conditions, these general terms and conditions shall apply. SMART-adv.nl explicitly rejects the general terms and conditions of the Client.2.3 Provisions deviating from SMART-adv.nl's terms and conditions are only binding if expressly and in writing agreed upon by SMART-adv.nl and the Client.2.4 If SMART-adv.nl enters into an agreement with the Client, the Client accepts the applicability of these terms and conditions to future agreements with SMART-adv.nl.

Article 3 - Offers3.1 All offers and/or quotations have a validity period of 7 days, unless expressly stated otherwise, and are based on the data, drawings, texts, etc., provided by the client in any requests. These become binding only after confirmation of the agreement.3.2 All drawings and data provided by SMART-adv.nl in the offer, such as dimensions, weights, capacities, and quantities, are as accurate as possible but do not bind SMART-adv.nl.3.3 SMART-adv.nl does not accept responsibility in an offer for a design developed by or on behalf of the Client by third parties, nor for any specifications of materials given in this design.

Article 4 - Agreement4.1 The agreement comes into effect upon written acceptance by SMART-adv.nl. SMART-adv.nl accepts the agreement by means of an order confirmation.4.2 If the order confirmation deviates from the assignment as submitted by the Client, the agreement is established in accordance with the order confirmation.4.3 Data regarding SMART-adv.nl's offer such as characteristics, dimensions, color, weight, folds, creases, etc., as well as (other) data on SMART-adv.nl's website, are not binding for SMART-adv.nl and are provided in good faith.4.4 The Client must supply files ready for use, in accordance with the delivery specifications of SMART-adv.nl.4.5 The Client authorizes SMART-adv.nl to have the assignment executed by a third party at a time desired by SMART-adv.nl.

Article 5 - Amendment of the assignment5.1 Any changes to the original order requested by the Client, regardless of their nature, that result in higher costs than those initially estimated in the quotation, will incur additional charges for the Client.5.2 Changes requested by the Client to the original order must be communicated to SMART-adv.nl in a timely manner and in writing. If changes are communicated orally or by phone, the risk for the implementation of these changes lies with the Client.5.3 Changes requested by the Client to the original order may result in the originally agreed-upon delivery time being exceeded by SMART-adv.nl. The potential exceeding of the delivery time is at the risk of the Client, who cannot hold SMART-adv.nl accountable for any consequences arising from it.

Article 6 - Cancellation6.1 The Client has the right to cancel an agreement before SMART-adv.nl commences the execution of the agreement.6.2 If the Client cancels the assignment and/or refuses to accept the goods, they are obliged to compensate SMART-adv.nl for the costs already incurred and any additional damages.6.3 Without prejudice to the aforementioned in the preceding clause of this article, SMART-adv.nl reserves all rights to demand full compliance with the agreement and/or full compensation for damages, at the decisive judgment of SMART-adv.nl.6.4 SMART-adv.nl reserves the right to cancel the assignment at any time.

Article 7 - Prices7.1 All prices from SMART-adv.nl are exclusive of turnover tax and inclusive of shipping costs, unless otherwise stated.7.2 The prices stated in quotations, contracts, and order confirmations are based on the cost factors applicable at the time of the conclusion of the agreement, such as exchange rates, manufacturer prices, raw material and material prices, labor and transportation costs, insurance premiums, taxes, import duties, and other government levies.7.3 SMART-adv.nl reserves the right, if increases occur in one or more of the cost factors between the date of conclusion of the agreement and the day of delivery, to charge these increases to the Client. Additionally, in such a case, SMART-adv.nl has the right to declare the agreement wholly or partially dissolved without the need for judicial intervention.7.4 If no price has been agreed upon between the parties but they have concluded agreements with an identical or nearly identical content in the year prior to the agreement, the price will be calculated based on the then applicable rates.7.5 The assignment includes only what has been agreed upon between the parties. Additional work will be charged separately by SMART-adv.nl and includes services or products for which no price has been agreed upon in the order confirmation, such as design and layout, modified specifications or instructions, or costs incurred by SMART-adv.nl due to the Client's failure to provide print-ready files. SMART-adv.nl is entitled to increase the agreed price in the case of additional work.7.6 SMART-adv.nl is entitled to increase the agreed price in the case of particularly complex text, unclear and/or incorrectly provided files or materials by the Client, and all similar supplies by the Client that necessitate more work or costs for SMART-adv.nl than reasonably expected at the time of entering into the agreement.

Article 8 - Payment8.1 The Client is obligated to pay the invoice amount in full and on time at all times, without suspension, set-off, or withholding.8.2 By simply failing to pay on time and/or in full, or otherwise failing to fulfill their commitment, the Client is in default without the requirement of any notice of default.8.3 If the Client fails to pay on time and/or in full or otherwise fails to fulfill their commitment, the Client is obliged to pay all costs incurred due to the default, both judicial and extrajudicial, to SMART-adv.nl. The extrajudicial collection costs are set at 15% of the principal amount, with a minimum of €100.00.8.4 If the Client fails to pay on time and/or in full or fails to fulfill their obligations, they owe compensation for the delay in payment from the day they default on their payment obligation. The compensation amounts to 1% per month, with a part of a month being considered a full month.8.5 The Client is obliged, upon the first request from SMART-adv.nl, to provide security for all amounts payable to SMART-adv.nl, where the provided security also covers reimbursement of additional costs and interest.

Article 9 - Retention of Title9.1 Delivery by SMART-adv.nl is subject to retention of ownership. As long as SMART-adv.nl has not received full payment from the Client (including any damages, costs, and interest), the delivered goods remain the property of SMART-adv.nl.9.2 SMART-adv.nl has the right to reclaim and take back these goods if the Client fails to fulfill their commitment, if there is a seizure of (part of) their assets, and furthermore in cases of bankruptcy, suspension of payment, or the debt restructuring scheme pursuant to the Debt Rescheduling (Natural Persons) Act, whether by the Client's application or otherwise.9.3 The Client is prohibited from any acts of disposal concerning the sold and delivered goods until they have fulfilled their obligations arising from the agreement.

Artikel 10 - Levering, oplevertermijnen en verzending10.1 SMART-adv.nl  heeft het recht de overeenkomst in deelleveringen na te komen.10.2 Opgegeven leveringstermijnen door SMART-adv.nl  gelden nooit als fatale termijnen maar altijd als indicatie.10.3 De leveringstermijnen zijn vastgesteld in de verwachting dat er geen beletselen voor SMART-adv.nl  zijn.10.4 Indien Opdrachtgever wijzigingen in de specificaties wenst of in gevallen als omschreven in artikel 7.5, vervalt de oorspronkelijk opgegeven levertijd.10.5 SMART-adv.nl  is niet aansprakelijk voor schade als gevolg van het feit dat levering niet binnen de gestelde termijn kan plaatsvinden.10.6 SMART-adv.nl  treedt niet eerder in verzuim, dan nadat Opdrachtgever haar een nieuwe redelijke termijn heeft gegeven om te leveren, minimaal ter hoogte van de oorspronkelijke levertermijn en SMART-adv.nl  deze termijn overschrijdt. Dit geldt niet als de overschreden levertermijn SMART-adv.nl  niet kan worden toegerekend.10.7 Verzending is altijd voor risico van de Opdrachtgever. De verzending geschiedt op de wijze als door SMART-adv.nl  aangegeven. Wenst de Opdrachtgever een zending anders te ontvangen, zoals onder meer door snel- of expresverzending, dan zijn de extra kosten hiervan voor rekening van Opdrachtgever.10.8 Opdrachtgever is verplicht tot afname van hetgeen SMART-adv.nl  krachtens overeenkomst aan hem levert. SMART-adv.nl  zal het te leveren werk en / of de goederen voor rekening en risico van Opdrachtgever opslaan, gedurende maximaal 14 dagen, tenzij anders overeengekomen. Na verloop van 14 dagen vernietigt SMART-adv.nl  het bestelde terwijl Opdrachtgever tot nakoming van al zijn verplichtingen uit de Overeenkomst gehouden blijft.

Article 11 - Complaints11.1 The Client is obligated to thoroughly inspect the delivered goods for defects and, in the presence of such defects, notify SMART-adv.nl in writing.11.2 If the Client fails to notify SMART-adv.nl of defects that could have been noticed through thorough examination within three working days from the day of delivery, the Client is deemed to have accepted the condition in which the purchased goods were delivered, and any right to complain lapses.11.3 SMART-adv.nl must be given the opportunity by the Client to verify submitted complaints; failure to do so results in the forfeiture of the Client's right to complain. The goods delivered by SMART-adv.nl are deemed to be in good condition if the Client or a third party has put them into use, processed or altered them, delivered them to third parties, put them into use by third parties, had them processed or altered by third parties, or delivered them to third parties.11.4 If SMART-adv.nl deems the complaint to be valid, SMART-adv.nl will compensate up to a maximum of the invoice value of the goods in question or replace the goods free of charge, at SMART-adv.nl's discretion and only upon the return of the goods in their original condition by the Client.11.5 In the case of print material, SMART-adv.nl has the right to deliver 10% more or less than the agreed quantity, with the understanding that the Client is obliged to accept or pay for 10% more or less, unless otherwise agreed.11.6 Product specifications and properties are explained on SMART-adv.nl's website. SMART-adv.nl is not obligated to verify the suitability of the Client's order. Any complaints in this regard will be rejected as unfounded.11.7 Submitting a complaint never releases the Client from the obligation to pay SMART-adv.nl's invoice(s) in full and on time.

Article 12 - Deviation12.1 Deviations in color printing, including but not limited to quality, font, color, fold, thickness, etc., do not provide grounds for rejection or complaint.12.2 For paper, variations in weight per square meter, both above and below, are permissible. In some cases, different weights of paper, thicker or lighter, may be used.

Article 13 - Breach of Contract and Termination13.1 If the Client fails to fulfill their obligation(s), they automatically default without any requirement for a notice of default.13.2 SMART-adv.nl reserves the right to terminate the agreement at any time. SMART-adv.nl specifically retains the right to terminate the agreement if:•    The content of the placed order, at the decisive judgment of SMART-adv.nl, contradicts the law, good morals, public order, or decency.•    The Client's bankruptcy is requested or declared.•    The Client applies for or obtains a moratorium on payments.•    The Client is subject to the debt restructuring scheme pursuant to the Debt Rescheduling (Natural Persons) Act.•    The Client offers a private agreement to their creditors.•    Seizure is made on (part of) the Client's assets.•    The Client passes away, is placed under guardianship, or is dissolved.•    There is a change in the control of the Client's business.•    The Client ceases or transfers their business or intends to leave the Netherlands.13.3 SMART-adv.nl is entitled to exercise the rights mentioned in Article 13.2 without having to issue a notice of default to the Client or be liable for compensation.13.4 The Client is obligated to compensate SMART-adv.nl for damages incurred, at least equal to the invoice amount of the order, if SMART-adv.nl relies on Article 13.2, without requiring a notice of default. This is in addition to SMART-adv.nl's right to compensation for costs, damages, and interest as stipulated in Articles 8.2 and 8.3.

Article 14 - (Intellectual) Property Rights14.1 SMART-adv.nl retains all rights, including intellectual property rights, to all designs, images, drawings, models, texts, text proposals, etc., provided by SMART-adv.nl. Reproduction, disclosure, and copying are only permitted with the explicit and written consent of SMART-adv.nl. The designs, images, drawings, models, texts, text proposals, etc., remain the property of SMART-adv.nl and must be returned within 24 hours upon its first request.14.2 The Client only pays a fee for the services rendered and not for ownership rights or rights to further reproduction.

Article 15 - Force Majeure15.1 Extraordinary circumstances that bring about a change in the actual conditions constitute force majeure for SMART-adv.nl, relieving it from its obligation to deliver or perform work, without the Client being entitled to compensation.15.2 Examples of extraordinary circumstances include, but are not limited to, technical hindrances in the production process at SMART-adv.nl, internet disruptions, obstruction by third parties, transportation hindrances in general, total or partial strikes, loss or damage of goods during transportation to SMART-adv.nl or the Client, non-delivery or delayed delivery of goods by SMART-adv.nl suppliers, fire, malfunctions, and accidents in the business or transportation means of SMART-adv.nl.15.3 In the event of force majeure, SMART-adv.nl is entitled to cancel, suspend, or modify the agreement until the force majeure situation has ended.

Article 16 - Liability16.1 SMART-adv.nl is not liable for any damage suffered by the Client in connection with the execution of this agreement unless this damage is a direct result of intent or conscious recklessness by SMART-adv.nl.16.2 In the event SMART-adv.nl, despite the provisions in the agreement, is liable for damage to the Client, SMART-adv.nl's liability is limited to an amount that will be paid under the relevant insurance policy taken out by SMART-adv.nl.16.3 If, for any reason, no payment is made under the insurance referred to in clause 2, liability is limited to the amount invoiced by SMART-adv.nl to the Client for the relevant agreement or the maximum amount that can still be invoiced.16.4 SMART-adv.nl does not guarantee the properties of the delivered product, such as, for example, but not limited to, durability, adhesion, color, gloss, lightfastness, or wear resistance.

Article 17 - Warranty and Indemnification17.1 The Client fully indemnifies SMART-adv.nl against all claims for compensation for damage or costs that third parties may assert.17.2 The Client guarantees SMART-adv.nl that, with its order to SMART-adv.nl and particularly through the reproduction or public disclosure of the files provided by the Client, such as, for example, but not limited to copies, models, drawings, books, no infringement is made on rights that third parties may assert under the Copyright Act 1912 or other legislation in the field of copyright, intellectual property rights, industrial property rights, or based on tort.17.3 If, regarding the accuracy of the rights claimed by third parties as mentioned in clause 17.2 of this article, doubt arises or persists according to the reasonable and decisive judgment of SMART-adv.nl, SMART-adv.nl is authorized but not obliged to suspend the performance of the agreement until it is irrevocably established in court that SMART-adv.nl does not infringe on these rights by fulfilling the agreement.17.4 If SMART-adv.nl is held liable for any damage by a third party, the Client will fully indemnify and compensate SMART-adv.nl for everything it has to pay to this third party, as a direct or indirect consequence of this liability, including but not limited to compensation for damages, profit forfeiture, interest, collection costs, and the actual costs of legal assistance. 

Article 18 - Privacy18.1 SMART-adv.nl respects the privacy of all users of its website and ensures that all personal data is treated confidentially. When visiting the SMART-adv.nl website, data is only collected to provide optimal service.18.2 The purpose of collecting data is to process orders, payments, and their delivery for the benefit of the Client and to enhance the user-friendliness of SMART-adv.nl.18.3 Personal data is processed solely for the purposes described in this article. The website may contain third-party advertisements or links to other sites. SMART-adv.nl has no influence on the privacy policy of these third parties or their sites and is not responsible for them.18.4 For any inquiries regarding the privacy policy of SMART-adv.nl, contact can be made via email or telephone.

Article 19 - Choice of Law and Jurisdiction19.1 Dutch law exclusively applies to all agreements concluded by SMART-adv.nl and/or actions performed; agreements and/or actions are considered to have been concluded or performed in the Netherlands.19.2 In all disputes arising from agreements concluded between the parties, including the sole collection of amounts owed, the District Court of Central Netherlands, Location Utrecht, shall have jurisdiction, unless the sub-district sector is competent, in which case the legal rules regarding relative jurisdiction apply.

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