Terms of service

Article 1. General Provisions

1.1. These General Terms and Conditions (‘General Terms’) of Joline apply exclusively to all offers and deliveries. These conditions are also available online at www.joline.shop.

1.2. The applicability of the buyer’s own general terms is expressly rejected.

1.3. If any provision in these General Terms is null and void or unenforceable, the relevant provision will be replaced by one that most closely aligns with the original provision. The other provisions of these General Terms remain in full force and effect.

1.4. In case these General Terms are also provided in a language other than Dutch, the Dutch version will prevail.

Article 2. Offers and Quotations

2.1. All offers and quotations from Joline are non-binding, unless a term for acceptance is specified in the offer. In that case, the offer or quotation expires after the specified period.

2.2. The agreement is concluded when Joline sends a written (via post and/or e-mail/fax) order confirmation, or when Joline actually begins executing the agreement. In the former case, the order confirmation is deemed to represent the correct relationship between the parties, and both parties are bound by the content of the order confirmation.

2.3. Offers and promises by representatives or agents of Joline are only binding if confirmed in writing by Joline.

2.4. Images, catalogs, online presentations, samples, and drawings give a general representation of the products offered by Joline. The sizes, weights, colors, or technical details included in an offer are only approximate representations unless specific aspects have been expressly guaranteed in writing by Joline. Normal, industry-accepted variations and differences are permitted. Color representations are based on CMYK.

2.5. Prices quoted in an offer or quotation are exclusive of VAT and other government levies unless explicitly stated otherwise. Unless otherwise indicated in writing by Joline, prices are Ex Works Incoterms 2020.

2.6. A combined quotation does not obligate Joline to execute any part of the order at the corresponding portion of the stated price. Offers or quotations do not automatically apply to future agreements. Any setup costs are EUR 55.00 per ordered item, excluding VAT, unless otherwise stated in writing.

2.7. Product-specific regulations, including ISO standards and CE markings, are considered accepted by the buyer and form an integral part of these conditions.

2.8. If an order is canceled, the actual costs incurred will be charged, with a minimum of EUR 90.00 for an order placed with Joline.

2.9. Joline may refuse an order without giving any reason.

Article 3. Delivery

3.1. A delivery time is never a binding deadline. Joline will always try to meet the specified delivery time as best as possible. Exceeding the delivery time does not give the buyer the right to cancel the entire or partial agreement, nor does it entitle the buyer to refuse delivery. Joline is entitled to deliver and invoice in parts.

3.2. If Joline creates a design at the request of the buyer, the delivery time begins only after the buyer confirms that the design is approved. Any differences in the (final) result compared to the design do not constitute grounds for rejection, discount, compensation, or dissolution of the agreement.

3.3. Failure to meet a payment obligation suspends the delivery obligation, as does not timely or sufficiently providing the required data and usable designs.

3.4. If the buyer defaults on payment, Joline is not obligated to deliver further and may terminate the agreement in full or in part without judicial intervention, while the buyer remains liable to compensate Joline for any losses.

3.5. Joline is entitled to charge for over- or under-deliveries of up to 10% of the ordered quantity.

3.6. Unless otherwise agreed in writing, Joline is free to determine the method of transport.

3.7. The goods to be delivered are always transported at the buyer’s risk. The buyer is responsible for unloading the delivered goods.

3.8. Joline is entitled to increase the price after the agreement is concluded in line with any interim increase in freight costs.

3.9. Unless otherwise agreed in writing, the place of delivery is the buyer’s (main) registered office.

Article 4. Information and Data

4.1. General descriptions of products supplied by Joline, as found in brochures, lists, etc., are intended solely for general informational purposes and are not indicative of quality or a form of guarantee.

4.2. The buyer ensures that the information provided is accurate, complete, and legally allowed for reproduction and/or publication. The buyer indemnifies Joline from any claims or damages due to infringement of third-party intellectual property rights, trade names, and domain names.

Article 5. Retention of Title

5.1. All products delivered by Joline under the agreement remain the property of Joline until the buyer has fulfilled all obligations to Joline – including those specified in Article 3:92(2) of the Dutch Civil Code.

5.2. The products delivered by Joline may not be resold or used as payment by the buyer, except in the normal course of business. The buyer is not authorized to pledge or encumber the products under retention of title.

5.3. If third parties place a lien on products delivered under retention of title or seek to establish rights on them, the buyer must immediately notify Joline in writing.

5.4. In the event that Joline wishes to exercise its ownership rights under this article, the buyer grants unconditional, irrevocable permission for Joline or designated third parties to enter any premises where Joline’s property is located to reclaim the goods.

Article 6. Payment

6.1. Payment must always be made without any discount and/or set-off. The invoice term is a fatal deadline. If the buyer does not pay within the invoice term, they are automatically in default without the need for further notice. In that case, the entire amount owed to Joline, including invoices that are not yet due, becomes immediately due. Any stated discounts will expire, and the buyer will owe interest at a rate of 1% per month. The buyer will also owe all costs incurred by Joline to collect the debt, including legal and non-legal costs. Non-legal collection costs are fixed at 15% of the outstanding amount, with a minimum of EUR 50.

6.2. Joline has the right to apply any payments made by the buyer first to (collection) costs, then to overdue interest, and finally to the principal amount.

6.3. The buyer is not authorized to offset or suspend their obligations.

Article 7. Intellectual Property Rights

7.1. All intellectual or industrial property rights on the products delivered under the agreement, except for the graphic elements provided by the buyer, remain exclusively with Joline or its licensors or suppliers. If such rights can only be obtained through filing or registration, only Joline is authorized to do so. The buyer is not permitted to reproduce, copy, or otherwise infringe Joline’s intellectual property rights or those of its licensors or suppliers.

7.2. The buyer must immediately notify Joline if they discover any infringement of intellectual property rights or if third parties claim such rights or allege that they are infringing their rights. If Joline takes action regarding such (alleged) infringement, the buyer must cooperate and act in accordance with Joline’s instructions.

7.3. The agreement does not include Joline performing research into third-party rights or any protective forms concerning the logos, texts, graphic elements, or other data and materials provided by the buyer. The buyer fully indemnifies Joline against any claims or actions from third parties related to materials provided by the buyer and indemnifies Joline for any costs incurred in relation to these claims.

Article 8. Complaints

8.1. Joline delivers according to what is normal and customary in trade for the relevant goods. The buyer is obliged to examine the delivered goods as soon as they are made available. Any defects must be reported to Joline in writing within 7 days of discovery, or as soon as they reasonably could have been discovered by the buyer. The buyer must allow Joline to investigate the complaint.

8.2. If no complaint is filed in time, the buyer loses the right to request repair, replacement, or compensation and must pay all costs incurred by Joline.

8.3. If it is established that a product is defective and the complaint was made in time, Joline will replace the defective product within a reasonable time, repair the defect, or refund the invoice amount to the buyer. In the case of replacement, the buyer is obliged to return the replaced product to Joline and transfer ownership to Joline unless otherwise stated in writing by Joline.

8.4. Joline’s warranty does not apply if:

• Defects are caused by improper use;
• Products have been exposed to extraordinary circumstances;
• Defects are the result of use contrary to the usage instructions;
• The buyer or third parties instructed by the buyer have made changes to or performed other work on the delivered goods without Joline’s written consent.

8.5. Any complaint regarding part of the delivered goods does not suspend the buyer’s obligation to pay for the remaining goods unless otherwise specified by mandatory statutory provisions.

Article 9. Liability

9.1. If Joline is liable, this liability is limited to what is stated in this article.

9.2. Joline is solely liable for direct damages.

9.3. Joline is not liable for damages of any kind caused by Joline acting based on incorrect, incomplete, or unlawful information provided by or on behalf of the buyer.

9.4. If Joline is liable, that liability is limited as follows:

• The liability of Joline, insofar as it is covered by her liability insurance, is limited to the amount paid out by her insurer, plus the deductible.
• If the insurer does not pay out or if the damage is not covered by the insurance, Joline’s liability is limited to the invoice value, or that part of the invoice to which the liability applies.
• The above limitations do not apply if the damage is due to intent or gross negligence.
• Joline is never liable for indirect damages, including consequential damages, lost profits, missed savings, or damage due to business interruption.

9.5. All claims and other rights the buyer may have against Joline must be submitted in writing to Joline within 6 months from the moment the claims arise, or from when the buyer could reasonably have been aware of them.

9.6. The other party indemnifies Joline against any claims from third parties that suffer damage in connection with the execution of the agreement, unless (and to the extent) the damage is solely due to intent or gross negligence of Joline or her management.

9.7. Any liability from Joline's connected persons, including both current and future managers and group companies, is excluded. All terms in these general conditions also apply to these persons and their legal successors under general title; this is an irrevocable third-party clause free of charge.

Article 10. Miscellaneous

10.1. Joline is entitled to use the buyer as a reference without disclosing the results of assignments to third parties.

10.2. As a general rule, parties do not enter into a continuing contract unless explicitly agreed upon, and a written agreement has been concluded. Joline is always entitled to terminate the agreement with a notice period of two months, without being liable for any compensation, unless otherwise agreed in writing.

10.3. In case of a recall, whether due to a request from judicial authorities, regulators, at Joline's own initiative, or another party, the buyer is required to cooperate and act in accordance with Joline’s instructions. Joline will reimburse the buyer for reasonable and verifiable costs, such as shipping and communication expenses, except for internal costs incurred in the process, such as labor costs.

Article 11. Applicable Law and Competent Court

11.1. All legal relationships between Joline and the buyer will be exclusively governed by and interpreted in accordance with Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.

11.2. Disputes and claims arising from or related to this agreement will, with the exception of the exclusive jurisdiction of the District Court of The Hague concerning claims related to certain intellectual property rights (e.g., Community designs), initially be submitted to the Rotterdam District Court. Joline reserves the right to initiate proceedings against the buyer in the court that would have jurisdiction in the absence of this forum choice.