Billing Terms & Conditions
General Billing Terms and Conditions
General terms and conditions of sale and delivery of Joline.
Article 1. General provisions
1.1. All offers and deliveries shall be subject to the sales and delivery terms and conditions ('general terms and conditions') of Joline. These terms and conditions can also be found online at www.joline.shop.
1.2. The applicability of the Buyer's general terms and conditions is hereby expressly rejected.
1.3. If any provision in these general terms and conditions is void or voidable, the provision concerned shall be replaced by a provision that is as close as possible to the original provision. The other provisions of these general terms and conditions shall remain in full force.
1.4. Insofar as these general terms and conditions have also been drawn up in a language other than Dutch, the Dutch text shall always prevail.
Article 2. Offers and quotations
2.1. All quotations and offers made by Joline are without obligation, unless a period for acceptance has been specified in the offer. In that case the offer or quote shall lapse after the period concerned.
2.2. The agreement is formed by Joline sending a written (by post and/or e-mail/fax) order confirmation or by the actual execution of the agreement by Joline. In the former case the order confirmation is considered to reflect the correct proportions between the parties and the parties are bound by the contents of the order confirmation.
2.3. Offers and promises made by representatives or buyers of Joline shall only be binding if confirmed in writing by Joline.
2.4. Illustrations, catalogues, online presentations, samples and drawings are general representations of the articles offered by Joline. Sizes, weights, colours or technical data (in the broadest sense of the word) included in an offer are approximate only, unless and insofar as specific aspects are expressly guaranteed in writing by Joline. Normal deviations and variants accepted within the trade are permitted. Colours are related to CMYK.
2.5. The prices stated in a quotation or offer are exclusive of VAT and other government levies, unless explicitly stated otherwise in writing. Unless otherwise stated in writing by Joline , the prices shall be Ex Works Incoterms 2020.
2.6. A composite quotation shall not oblige Joline to perform part of the order for a corresponding part of the price quoted. Offers or quotations do not automatically apply to future agreements. Any set-up costs shall be EUR 55.00 per article ordered, excluding VAT, unless stated otherwise in writing.
2.7. Product-specific regulations, including regulations arising from ISO standards and CE markings, shall be deemed to have been accepted by the purchaser and shall form an integral part of these terms and conditions.
2.8. If an order is cancelled, the actual costs incurred shall be charged, with a minimum of EUR 90.00 in the case of an order placed with Joline.
2.9. Joline may refuse an order without giving reasons.
Article 3. Delivery
3.1. A delivery time is never a deadline. Joline shall always endeavour to comply with a stated delivery time as far as possible. Failure to meet the delivery time shall not entitle the buyer to dissolve the agreement in whole or in part, nor shall it entitle the buyer to cancel the order or refuse to accept delivery. Joline is entitled to deliver and invoice in parts.
3.2. If Joline makes a design at the request of the buyer, the delivery period shall not commence until the buyer has confirmed to Joline that the design is approved. Deviations in the (final) result in relation to the design shall not be a reason for rejection, discount, compensation or dissolution of the agreement.
3.3. Failure to meet a payment obligation on time suspends the delivery obligation, as does failure to provide the necessary data and usable designs on time or in an appropriate manner.
3.4. In the event of default of payment by the buyer, Joline shall not be held to further delivery and Joline shall be entitled to dissolve the agreement partially or wholly without judicial intervention, while retaining the obligation of the buyer to compensate Joline.
3.5. Joline is entitled to charge the buyer for more or less deliveries of up to 10% of the quantity ordered.
3.6. Unless otherwise agreed in writing, Joline is free to determine the mode of transport.
3.7. The goods to be delivered shall at all times be transported at the buyer's risk. The purchaser shall be responsible for the unloading of the goods delivered.
3.8. Joline is entitled to increase the price after the agreement has been concluded in accordance with the increase in freight costs observed in the interim.
3.9. Unless otherwise agreed in writing, the place of delivery shall be the buyer's (principal) place of business.
Article 4. Information and data
4.1. General indications and descriptions of products supplied by Joline , as included in brochures, lists and the like, are intended only as general information and not as an indication of quality or as a form of guarantee.
4.2. The Buyer warrants that the information provided by it is correct and complete and legally permissible for reproduction and/or publication. The Buyer hereby indemnifies Joline against claims and/or damages resulting from infringement of intellectual property rights, trade names and domain names of third parties.
Article 5. Retention of title
5.1. All products delivered by Joline within the framework of the agreement shall remain the property of Joline until the buyer has paid all claims of Joline, including in any event those referred to in Section 3:92(2) of the Dutch Civil Code, which Joline has or shall acquire.
5.2. Products delivered by Joline may not be resold by the buyer or used as payment instrument other than in the normal operation of its business. The Buyer is not entitled to pledge or otherwise encumber the products that are subject to retention of title.
5.3. If third parties seize products supplied subject to retention of title or wish to establish or assert rights to them, the buyer is obliged to inform Joline of this immediately (in writing).
5.4. In the event that Joline wishes to exercise its ownership rights as set out in this article, the buyer shall give unconditional and irrevocable permission in advance to Joline and any third parties designated by Joline to enter all those places where Joline 's property is located and to repossess those products.
Article 6. Payment
6.1. Payment must be made at all times without any discount and/or setoff. The invoice term is a strict deadline. If the Buyer fails to pay within the invoice term, she shall be in default by operation of law, without further notice of default being required. In that case Joline's total claim, including invoices not yet due, shall be immediately due and payable. Any discounts indicated shall then become void and the Buyer shall owe interest of 1% per month. The Buyer shall also owe Joline all costs, both judicial and extrajudicial, which Joline has to incur to ensure that its claim is met. The extrajudicial collection costs shall be fixed at 15% of the outstanding amount, without a maximum and with a minimum of EUR 50.
6.2. Joline has the right to have payments made by the buyer go first of all to reduce the costs (of collection), then to reduce the interest due and finally to reduce the principal sum.
6.3. Buyer shall not be entitled to set off or to suspend its obligations.
Article 7. Intellectual property rights
7.1. All intellectual or industrial property rights to all products delivered under the agreement, except the graphic elements supplied by the purchaser, are vested solely in Joline or its licensors or suppliers. Insofar as such rights can be obtained only by application or registration, Joline shall have the sole authority to do so. The buyer is not permitted to reproduce or copy the works, models, (trade or domain) names or other protected objects or in any other way infringe the intellectual property rights of Joline or its licensors or suppliers.
7.2. The Buyer shall notify Joline immediately if it observes infringement of the intellectual property rights or if third parties claim that the intellectual property rights are infringing upon its rights. In the event of action by Joline in respect of such (alleged) infringement, the Buyer is obliged to cooperate and act in accordance with instructions from Joline.
7.3. The agreement does not include an investigation by Joline into the existence of third-party rights and possible forms of protection regarding the logos, texts, graphic elements or other data and materials supplied by the buyer. The Purchaser shall fully indemnify Joline against any claims and demands made by third parties in connection with logos, texts, graphic elements or other data and materials supplied by the Purchaser and shall also indemnify Joline against all costs incurred by it in connection with such claims and demands.
Article 8. Advertising
8.1. Joline shall deliver in accordance with what is normal and customary in the trade in the matter concerned. The Buyer is obliged to inspect the goods delivered, or have them inspected, immediately at the time that the goods are made available to it. Any defects must be reported in writing by the buyer to Joline within 7 days of discovery or of when they could reasonably have been discovered. The Buyer must give Joline the opportunity to investigate the complaint or have it investigated.
8.2. In the event of late complaints regarding a defect, the buyer shall not be entitled to repair, replacement or compensation and the buyer shall pay all costs incurred by Joline. In all cases the right to compensation shall lapse 12 months after the event from which the damage for which Joline is liable arose directly or indirectly.
8.3. If it has been established that the product is defective and a complaint has been filed in a timely manner, Joline shall, at its discretion, replace the defective product within a reasonable period of time or ensure repair of the defect or refund of the invoice amount to the buyer. In the event of replacement, the Purchaser shall return the replaced item to Joline and shall provide Joline with ownership and possession thereof, unless Joline indicates otherwise in writing.
Any guarantee provided by Joline shall not apply if:
i) Defects in the goods are the result of improper use;
ii) Goods have been exposed to exceptional circumstances;
iii) Defects are the result of use contrary to the
iv) The Buyer or third parties engaged by the Buyer have made changes and/or performed other
work on the goods delivered and/or
without written permission from Joline.
8.5. Any complaint concerning a part of the delivered goods does not suspend the payment obligation of the other delivered goods, except for mandatory legal provisions to the contrary.
Article 9. Liability
9.1. Should Joline be liable, this liability shall be limited to the provisions of this article.
9.2. Joline shall only be liable for direct damage.
9.3. Joline is not liable for any loss, of whatever nature, caused by Joline' s reliance on incorrect and/or incomplete and/or unlawful information provided by or on behalf of the buyer.
9.4. If Joline is liable, such liability
shall be limited as follows:
i) the liability of Joline, insofar as it is covered by
its liability insurance, shall be limited to
the amount of the payment made by its insurer to
plus the deductible.
ii) if the insurer does not pay out in any case or
damage is not covered by the insurance, the
liability of Joline shall be limited to the
invoice value, at least that part of the invoice to which the
iii) The foregoing limitations shall not apply if the damage is due
to intent or gross negligence.
iv) Joline shall never be liable for indirect damage,
including consequential damage, lost profits, missed
savings, damage due to business stagnation.
9.5. All rights of action and other powers of the buyer for whatever reason vis-à-vis Joline must, on penalty of forfeiture, be submitted in writing to Joline within 6 months of the moment they arise or the buyer became aware of them or could reasonably have become aware of them.
9.6. The other party shall indemnify Joline against any claims by third parties who incur damage as a result of the execution of the agreement, unless (and insofar as) this damage is solely the result of intent or gross negligence by Joline or its management.
9.7. All liability, for whatever reason, of persons connected with Joline, including in any case current and future managers and group companies, is excluded. All stipulations in these General Terms and Conditions are also stipulated for these persons and their legal successors under general title; this is an irrevocable third-party clause for no consideration.
Article 10. Other
10.1. Joline is entitled to use the buyer as a reference, without disclosing to third parties the results of assignments.
10.2. In principle, the parties do not enter into a long-term agreement, unless they have expressly agreed to this and there is a written agreement to this effect. Joline is at all times entitled to terminate the agreement subject to two months' notice and without being obliged to pay any damages, unless otherwise stipulated in the written agreement.
10.3. In the event of a recall, whether as a result of a request by legal bodies, authorities, at the initiative of Joline or another party, the Buyer shall be obliged to cooperate and act in accordance with the instructions issued by Joline. Joline shall reimburse the Buyer for demonstrable and reasonable costs incurred, such as shipping and communication costs, with the exception of internal costs incurred in connection with the recall, such as labour costs.
Article 11. Applicable law and competent court
11.1. All legal relationships between Joline and the buyer shall be governed exclusively by and construed in accordance with Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
11.2. Disputes and claims arising from or in connection with this Agreement shall - except for the exclusive jurisdiction of the District Court of The Hague in respect of claims relating to certain Intellectual Property Rights (e.g. Community Design) - be submitted in the first instance to the District Court of Rotterdam. Joline reserves the right to institute proceedings against the Buyer in the court that would be competent in the absence of this choice of forum.