Terms and Conditions

Article 1: Definitions.

In these terms and conditions, the following definitions shall apply:

Seller:
Mini Art Products, located in Duiven, Segment 29, 6921 RC – Netherlands

Buyer:
The buyer, who personally or on behalf of a company enters into a purchase agreement with seller.

The agreement:
An agreement is a document in which the parties record which goods are sold or purchased at which price, as well as the delivery time and other conditions. This agreement or order confirmation is deemed to correctly reflect what has been agreed, unless the other party protests this in writing within 24 hours. All other agreements are valid only if confirmed by us in writing.

The contract goods:
The items offered on www.bloemenkaartje.nl, consisting of gift tags, display materials, gift certificates and other offers, tools or other items, with respect to which the seller has entered into a contract with the buyer to deliver or make available, respectively, at a pre-agreed price.

Working days:
All days of the week except Saturdays, Sundays and legally recognized holidays;

Article 2: Application of these terms and conditions

  1. Unless otherwise agreed in writing, these terms and conditions shall apply to all agreements between the Seller and the Buyer. This applies, both to direct delivery of contract goods, and to deliveries by or through third parties.
  2. Buyer’s own terms and conditions shall not be affected insofar as they do not conflict with these terms and conditions. In that case, our terms and conditions shall prevail at all times, even if the buyer has stipulated priority.

Article 3: Quotations, offers, price lists and sample shipments

  1. Seller’s quotations, offers and price lists are always without obligation.
  2. In the case of quotation, it shall be in force for such period as may be specified by Seller; in the absence of such specification, it shall expire after the expiration of one month.
  3. Seller reserves the right to cancel an offered product. In this case, the offer expires and will be considered not offered.
  4. Samples must always be paid for; however, freight charges are at our expense. Samples will never be taken back.

Article 4: Establishment of an agreement.

  1. An agreement is established by express acceptance by Buyer of a final offer from Seller.
  2. By an order for delivery sent by Buyer in any way in writing, electronically or otherwise.
  3. By a telephone order from the buyer provided it is confirmed by him or by us in writing.
  4. If the other party after an agreement has been concluded wishes to cancel it, 10% of the order price incl. VAT will be charged without prejudice to our right to full compensation for damages incl. lost profits.

Article 5: Prices and discounts

  1. The prices and discounts used by seller are those stated in our offers.
  2. Seller shall be entitled to increase these agreed contract prices on the basis of increases in and/or surcharges on the: freight rates, ( if included), import duties, excise duties, and/or other taxes, so also if the raw materials, which are required for the production of the contract goods, are increased in price. The same shall also apply in the event of the introduction of statutory regulations or changes in law, which may lead to major financial consequences for the industry.
  3. Seller shall notify buyer of price increases as soon as possible. The party to whose disadvantage the price is changed shall be entitled to cancel the order, provided this is done in writing within 8 days of notification of the price change.

Article 6: Payment

  1. Unless otherwise agreed, payment of the invoice amount for the contract goods must be made within 8 days of the invoice date net, by transfer to Seller’s bank or giro account.
  2. All payments made by the purchaser shall extend primarily to payment of any interest and collection costs incurred by us and then to payment of the oldest outstanding invoices.
  3. If payment is not made within the stipulated period, the buyer will be in default and will owe interest of 1% per month on the outstanding amount from this final date, and the buyer will also be liable for all judicial and extrajudicial collection costs incurred by us. If the buyer is declared bankrupt, renounces estate, submits a request for suspension of payment, or all or part of his estate is seized, dies or is placed under guardianship, or proceeds to discontinue or transfer his business, including the contribution of his business to another company, or proceeds to change the objective of his company, we have the right, by the mere occurrence of one of the aforementioned circumstances, either to dissolve the agreement or, if delivery has already taken place, to demand immediate payment in full, without any warning or notice of default being required, without prejudice to our right to compensation for costs, damages and interest.

Article 7: Delivery

    1. The seller reserves the right to deliver only if the creditworthiness of the buyer is sufficient.
    2. In those cases where creditworthiness is in doubt, we are entitled to require sufficient securities from the buyer before making delivery.
    3. Delivery shall be “ex seller”, unless otherwise agreed. “Delivered to buyer” is only possible within the Netherlands, for purchases of at least 100 euros (€100.00) excluding sales tax.
    4. If expressly agreed upon, delivery to an address other than that of the buyer is possible under the following conditions.
      • Seller has the choice of the carrier by which the contract goods will be delivered to the delivery address.
      • The risk of the contract goods passes to the buyer at the time of delivery by the carrier once it has unloaded the load.
      • The delivery of the contract goods to the buyer shall take place at the address given by the buyer or as far as the carrier referred to in clause 1 – at the sole discretion of the director – can reach. If, in the latter case, purchaser refuses to accept the contract goods there, the costs incurred for whatever reason shall be for his account and the risk shall also pass to him at that time.
      • Our delivery never goes further than placing the goods on the unloading platform or directly over the threshold of the agreed delivery address. In addition, upon receipt of the goods, the buyer shall provide assistance free of charge in unloading, e.g. by making available tools such as forklift trucks with drivers.
    5. Delivery shall be made on business hours normal for seller.
    6. Agreed delivery times are target times unless expressly agreed otherwise in writing.
    7. Seller may deliver the contract goods in partial lots.

Article 8: Claims

  1. Any complaints can only be dealt with by us if they reach us directly in writing within 3 days of delivery of the goods. In doing so, the buyer must accurately state the nature and basis of the complaint and the relevant invoice.
  2. Notwithstanding a., in the case of carriage-paid delivery, any visible damage to or loss of the contract goods occurring during transport to the agreed delivery address must be noted in writing on the transport document by or on behalf of the buyer’s driver. Buyer must immediately send a copy thereof to Seller and report it by telephone.
  3. The Buyer must give the Seller the opportunity to ascertain (or have ascertained) any missing, size discrepancies or damage to the Contract Goods in their original condition and in their original packaging up to twenty working days after the claim. If the buyer has already processed or treated the contract goods in whole or in part, any right to compensation shall lapse.
  4. Complaints do not entitle the buyer to suspend his payment obligation(s).
  5. If Seller finds a claim to be justified, Seller shall, at its option, either compensate for damages up to the invoice value or replace the contract goods in question. The seller shall not be obliged to pay additional damages or compensation for indirect losses (whether or not suffered by buyers’ customers).
  6. Return of delivered goods can only take place carriage paid, at the risk of the buyer and after the written consent of the seller. This return shipment must be made carriage paid to the address of the seller within three working days after obtaining permission. Buyer must take care of careful packing and shipping. Damaged goods will not be taken back or credited by Mini Art Products. Of course goods made especially for client or with a special label can never be returned.

Article 9: Retention of title

  1. All contract goods shall remain the property of Seller after delivery until Buyer has fully fulfilled its payment obligations to Seller and to Seller’s affiliates, on any account.
  2. The Buyer may not transfer ownership of or pledge the contract goods to third parties as additional security.
  3. The Buyer must immediately notify the Seller by telephone of any claims or attempts by third parties to take control of or attach contract goods subject to Seller’s retention of title.
  4. Buyer authorizes Seller to enter the room(s), where the Contract Goods are located, at any time (i.e. also outside Buyer’s normal working hours) in order to take possession of the Contract Goods by invoking its reservation of title.
  5. Buyer must properly insure the contract goods subject to retention of title against normal business risks.

Article 10: Unforeseen circumstances and force majeure.

  1. This means any circumstance independent of the will of the parties or unforeseen circumstances as a result of which fulfillment of the contract can no longer reasonably be required by the other party.
  2. Seller may postpone the delivery of the contract goods without compensation until the circumstance causing the force majeure no longer occurs. If, in our judgment, the force majeure situation is of a permanent nature, the parties may make an arrangement to rescind the contract. We are entitled to claim payment for the performance delivered before the force majeure situation occurred.
  3. The party that believes it is in a force majeure situation shall immediately notify the other party.

Article 11: Seller’s liability

  1. The seller’s liability is expressly limited to the provisions of Article 8e, except in the case of damage resulting from intentional or gross negligence on the part of the seller and/or its personnel.
  2. The Seller shall never be liable for any “further” damage, including consequential damage, and the Seller shall therefore not be obliged to pay compensation for e.g. trading loss, loss of profit, damage as a result of personal accidents, damage arising from third-party claims against the Buyer or any other damage whatsoever the Buyer shall indemnify the Seller against all third-party claims in connection with goods delivered by the Seller to the Buyer.
  3. If there is damage as a result of a defect in the product as referred to in Articles 6: 185 NBW et seq., the seller shall, at the buyer’s first request, provide the seller with the address details of the manufacturers of the product known to the seller in order to enable the buyer to submit his claim for damages to the manufacturer.

Article 12: Mode of marketing

Buyer may only trade the contract goods in the original packaging originating from Seller in unaltered and undamaged condition. For each violation of the obligation set forth in this clause, Buyer shall forfeit in favor of Seller an immediately due and payable penalty of 5,000.00 Euro not subject to compensation or discount. For this purpose, vendor need not give purchaser notice of default. In addition to this penalty, vendor shall be entitled to damages and may consider the contract(s) with purchaser as dissolved by operation of law.

Article 13: Publicity material

The publicity material, which seller provides to buyer, free of charge or not, in support of the sale of the contract goods or of future contract goods, shall at all times remain the property of seller.

Buyer shall return such material to Seller’s office address at Seller’s first request postage prepaid and at Buyer’s risk in undamaged and unaltered condition.

Article 14: Copyrights and design rights.

Seller shall at all times remain the owner of the copyright that may arise on the works produced by him in the performance of the agreement such as copy, typesetting, design drawings, models, data carriers, photographs, lithographs, films and all similar devices.

Also, all our products are subject to design rights, buyer may not imitate or reproduce any of our products in any way, this under penalty of an immediately payable fine of 5000 Euro, without prejudice to the possible higher damages that seller can recover from buyer.

Article 15: Nullity, voidability

The nullity, voidability or unreasonable encumbrance of one or more of the provisions of these terms and conditions shall not result in the nullity, voidability or unreasonable encumbrance of the agreement(s) between seller and buyer or these terms and conditions as a whole.

Article 16: Applicable law and disputes.

  1. These terms and conditions and the agreement(s) referring to them are governed exclusively by Dutch law.
  2. All disputes relating to these terms and conditions and the agreements, in which reference is made to these terms and conditions, shall be submitted to the competent court of the seller’s actual place of business to the exclusion of any other court, unless the buyer chooses the court competent under the law to settle the dispute within 1 (one) month after the seller has invoked this clause against him in writing.
  3. Without prejudice to the provisions in b., the buyer and seller may agree that a dispute between them or a dispute between the seller and the buyer’s legal successors under general or special title, arising as a result of their agreements and these terms and conditions and further agreements and conditions which may be the result thereof, will be decided in the highest instance and to the exclusion of the ordinary courts by arbitration in accordance with the regulations of the Netherlands Arbitration Institute.

Article 17: Judicial and other costs

All judicial and extrajudicial costs reasonably incurred by Seller to enforce compliance with these terms and conditions and the agreement(s), which refer to these terms and conditions, shall be borne by Buyer.