GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF PLATO GROUP
Download pdf: 20171220 Plato Group Terms and conditions
IGO and Clipper are trade names of Plato Group B.V., located in Helmond, a company registered in the Netherlands with registration number 17066765.
Article 1 Definitions
The following definitions (where the singular shall also mean the plural) are used in these General Terms and Conditions:
1.1 “Offer”: Services and/or Products offered by Plato Group, which can be qualified as the unilateral legal act of offering within the meaning of Section 6:217 of the Dutch Civil Code.
1.2 “Acceptance”: the acceptance by the Client of the Offer of Plato Group, which can be qualified as the unilateral legal act of accepting within the meaning of Section 6:217 of the Dutch Civil Code, as a result of which a Contract is concluded within the meaning of Section 6:217 of the Dutch Civil Code. This acceptance does not have to be in Writing.
1.3 “General Terms and Conditions”: the most recent version of the present General Terms and Conditions of Sale and Delivery of Plato Group B.V.
1.4 “Day”: calendar day.
1.5 “Service”: the Services offered, or delivered, by Plato Group, including advice.
1.6 “Ex Works”: Plato Group shall deliver ex warehouse/factory. The Client is responsible for the logistics from the moment that delivery is made ex works/factory (in accordance with the Incoterms 2010). The risk with respect to the Products shall pass at that time.
1.7 “IGO’: IGO is a trade name of Plato Group B.V., supplier of business gifts and promotional articles, listed with the Trade Register of the Netherlands Chamber of Commerce under number 17066765, or any company affiliated with it.
1.8 “Clipper”: Clipper is a trade name of Plato Group B.V., supplier of business gifts and promotional articles, listed with the Trade Register of the Netherlands Chamber of Commerce under number 17066765, or any company affiliated with it.
1.9 “Incoterms”: international terms of delivery (International Commercial Terms) designed and published by the International Chamber of Commerce (ICC) the world business organisation. Available on: www.iccwbo.org. The most recent edition of the Incoterms, as published by the ICC, is decisive for the explanation of the business terms in these General Terms and Conditions and the Contract.
1.10 “Instruction”: an Instruction or order given by the Client to Plato Group regarding the delivery of Products and/or Services that are offered by Plato Group.
1.11 “Client”: the legal or natural person who gives an Instruction or order to Plato Group, or accepts its Offer regarding the delivery of Products and/or Services offered by Plato Group.
1.12 “Client being Consumer”: the natural person who is not acting in the exercise of his profession or business and enters into a (distance) Contract with Plato Group, or intends to do so (hereinafter also to be referred to as: “Client/Consumer”).
1.13 “Contract”: purchase contract and/or contract for services and/or contractor agreement and/or Distance Contract concluded between the Parties.
1.14 “Distance Contract”: a contract whereby sole use is made of one or more remote communication technologies within the framework of a system organised by Plato Group for the distance sale of Products and/or Services, without the physical presence of the Parties, up to and including the moment that the Contract is concluded.
1.15 “Parties”: Plato Group and the Client.
1.16 “Product”: business gifts offered or delivered by Plato Group and other goods and items offered by Plato Group, including creative expressions.
1.17 “In Writing”: by post or email.
Article 2 Applicability
2.1 These General Terms and Conditions apply to all Offers made by Plato Group, its quotes, order confirmations, applications, all negotiations between Plato Group and the Client, and to all Contracts concluded or to be concluded with the Client, as well as to the performance thereof. These General Terms and Conditions also apply to any third parties engaged by Plato Group.
2.2 The Client declares to have received a copy of these General Terms and Conditions – in hard copy or digitally – from Plato Group no later than the time that the Contract was concluded.
2.3 If the Distance Contract is concluded electronically, the text of the General Terms and Conditions shall be made available to the Client electronically, before the Distance Contract is concluded, in such a way that the Client can easily store it on a durable data carrier.
2.4 Any provisions deviating from these General Terms and Conditions shall only be binding on Plato Group following Written approval from Plato Group and solely for the Contract to which the said approval is applicable. The other provisions of these General Terms and Conditions shall remain in full force and effect.
2.5 Reference of the Client to the applicability of its own General Terms and Conditions is hereby explicitly rejected by Plato Group, unless such – on a case by case basis – has been expressly agreed in Writing.
2.6 Plato Group reserves the right to review the text of these General Terms and Conditions at any time and shall notify the Client of any amendments.
2.7 In the event of a conflict between the text of the General Terms and Conditions and the Contract, the provisions of the Contract shall prevail.
2.8 If, at any time, Plato Group does not (immediately) exercise its rights under the Contract and/or the General Terms and Conditions, it shall not affect its right and possibility to do so in the future for reasons of its own.
2.9 If any of the provisions in the Contract or in these General Terms and Conditions appear to be null or void, the other provisions of the Contract and the General Terms and Conditions shall continue to apply in full. The Parties shall then enter into consultation in order to agree a new provision as replacement, which provision should be in conformity with the purpose and purport of the void or nullified provision inasmuch as possible.
2.10 If Plato Group concludes Contracts with the Client more than once, the present General Terms and Conditions shall apply to all subsequent Contracts, irrespective of whether they have (again) been explicitly declared applicable and/or Plato Group has (again) complied with its duty of disclosure.
Article 3 Offers and Contracts
3.1 All Offers of Plato Group, including the price lists, brochures and other information supplied with them by Plato Group, in any form, are subject to confirmation by Plato Group.
3.2 If an Offer subject to confirmation is accepted by the Client, Plato Group shall have the right to revoke the Offer within 2 Days of receipt of the Acceptance.
3.3 Images, catalogues, drawings, price lists, brochures and further information provided to or by Plato Group are subject to changes without prior notice being required and do not bind Plato Group.
3.4 Plato Group reserves the right to make changes in the products that are displayed in the catalogue, brochures, on the website, etc..
3.5 A Contract between Plato Group and the Client shall be concluded after the Offer of Plato Group and the Acceptance of that Offer by the Client.
3.6 Any agreements, oral or otherwise, made between the Parties after the Contract has been concluded shall only become effective after they have been confirmed in Writing by both Parties.
3.7 In the context of the performance of the Contract, Plato Group is entitled to engage intermediaries or third parties.
3.8 Agreements made with or undertakings made by subordinates of Plato Group, or intermediaries/or third parties engaged by Plato Group, shall only bind Plato Group if it has confirmed these agreements or undertakings in Writing to the Client
Article 4 Prices
4.1 The prices stated in the Offer or the prices agreed with Plato Group apply exclusive of VAT, ex works, in the currency stated in the offer, and are based on the cost-determining factors applicable at the time of the offer.
4.2 The prices on the website of Plato Group are guiding and subject to change.
4.3 Plato Group is entitled to adjust the prices of the Products at any time.
4.4 Plato Group is entitled at any time to determine that certain goods shall only be delivered on the basis of a stipulated minimum quantity
Article 5 Cancellations
5.1 If the Client cancels the Order in accordance with the Contract, in full or in part, he shall be obliged to compensate Plato Group for all costs (preparation costs, orders from third parties, storage, commissions, etc.) reasonably incurred with a view to performing this Contract, without prejudice to Plato Group’s right to full compensation due to loss of profit, as well as any other damage or loss arising from cancellation.
5.2 Cancellation by the Client must be made in Writing to the address of Plato Group.
Article 6 Advisory services and product development
6.1 Plato Group shall endeavour to represent the Client’s interests to its best knowledge and ability and to act in an advisory role, if required.
6.2 Plato Group shall endeavour to treat any information made available by the Client as strictly confidential, also after the relationship has ended. The Client on his part is obliged to maintain confidentiality with regard to all information that he becomes aware of regarding the business of Plato Group, its Products and/or Services.
6.3 In the event of a Contract for product development, advice regarding promotional Products to be used, advice regarding creative concepts, quotations for extensive projects with printed or non-printed Products, national or international market research on specific Products or Product Requests for Products not specified by Plato Group, the Client shall be obliged – in all cases that do not result in the actual delivery of Products by Plato Group – to pay for the work carried out by Plato Group in accordance with the hourly rate agreed between the Parties or, in the absence thereof, the usual rate maintained by Plato Group.
Article 7 Inspection of Products
7.1 If inspections have been agreed with the Client, these inspections shall take place in accordance with the agreed inspection methods, inspection procedures and inspection periods, or those to be agreed in time, or in the absence thereof, in accordance with Plato Group’s general inspection method, procedures and periods. If any delay occurs due to the Client’s actions, the delivery period may be adjusted by Plato Group.
7.2 If Plato Group has notified the Client within the agreed period, or at least in time, of the date of inspection, and the Client fails to comply with this invitation within 14 Days of the date of this invitation, the Products (/Services) are considered to have been approved.
7.3 Plato Group shall be given the opportunity to deal with the comments and objections of the Client regarding the inspection or test, before the Products (/Services) can be rejected or refused by the Client. Plato Group must be notified in writing by the Client regarding comments and objections of the Client, if any, in respect of the Products (/Services) delivered after the inspection has taken place. If any comments and objections have not been reported in Writing to Plato Group within 14 Days of the date of the inspection, the Products (/Services) delivered are considered to have been approved by the Client.
Article 8 Deliveries and delivery time
8.1 The specified delivery times shall never be regarded as deadlines, unless explicitly agreed otherwise. In the event of non-timely delivery, Plato Group must be given notice of default in Writing, and it must be given an additional reasonable term to proceed to delivery at a later date without being in default.
8.2 The delivery time begins at the last of the following times:
- the day that the Contract is concluded
- the day of receipt by Plato Group of the necessary documents, data, permits, etc. required for the performance of the Contract
- the day of receipt by Plato Group of the amount that must possibly be paid in advance in accordance with the Contract
- the day after receipt of the approval of the printing proof.
8.3 Plato Group reserves the right, if Products are especially manufactured or assembled for the benefit of the Client, to deliver and invoice a maximum of 10% more or less than the quantity agreed upon.
8.4 Plato Group is permitted to send Products in instalments, and each instalment can be paid separately.
8.5 Unless otherwise agreed in Writing, notwithstanding the previous provisions on prices, the prices quoted by Plato Group are based on delivery ex works, warehouse or any other storage location (Ex Works), exclusive of VAT and insurance.
8.6 Unless otherwise agreed in Writing, delivery of the Products shall take place ex works, warehouse or other storage location (Ex Works Helmond) of Plato Group. The Products are considered to have been delivered by Plato Group and to have been accepted by the Client as soon as the Products are offered to the Client and/or as soon as the Products are loaded onto the means of transport.
8.7 The time at which the items are made available to the Client ex works, warehouse or other storage location (Ex Works) is considered the time of delivery and the time when the risk with respect to the Products passes from Plato Group to the Client.
8.8 If the Client refuses to take delivery of the Products, the risk of the Products shall immediately pass to the Client and Plato Group can claim payment immediately. Plato Group shall store the Products at the expense and risk of the Client until further notice.
8.9 Unless otherwise agreed in Writing, transport shall take place at the risk and expense of the Client, even if the carrier has explicitly provided that all shipping documents must state that any and all damage or loss resulting from the transport shall be at the expense and risk of Plato Group.
8.10 Unless otherwise agreed in Writing, Plato Group shall choose the manner of transport and the means of transport to its best knowledge, yet without being liable for that choice. The transport costs are payable by the Client.
8.11 Delivery to an address indicated by the Client shall only take place if the Parties have reached Written agreement in advance on the additional costs and the terms and conditions involved.
8.12 The manner of packing, transport, shipment, etc. shall be determined by Plato Group, unless the Parties have agreed otherwise in Writing, nonetheless without Plato Group accepting any liability in this respect – notwithstanding a mandatory obligation to pay damages.
8.13 If Plato Group makes samples available to the Client, the Client may return the samples, undamaged and in their original packing, within 14 Days of receipt, to Plato Group, after which the invoice shall be credited.
8.14 If Plato Group displays or provides a model, sample or example, this shall be for indication purposes only: the characteristics of the Products to be delivered may differ from the sample, model or example. The provisions in Article 7 shall apply mutatis mutandis.
8.15 If the Products are not collected by the Client after the delivery time has expired, they are stored at its disposal, and for its expense and risk. Plato Group shall not make the Products available to the Client until the additional costs of transport and storage have been paid by the Client. If the Products are not collected by the Client within 30 Days of the original delivery, Plato Group shall have the right, after sending a demand, to dispose of the Products or to find another destination for them. The Client shall not have the option of bringing an action against Plato Group in that respect. Any proceeds thereof shall be credited to the Client after deduction of related costs, without prejudice to Plato Group’s right to claim full payment of the agreed price
Article 9 Supply of printed Products
9.1 If the Contract relates to the sale and delivery of Products especially manufactured or assembled for the benefit of the Client, the Client shall be obliged to and responsible for the supply of immediately reproducible materials, including logos, of good quality.
9.2 Plato Group is only obliged to send a printing proof for approval to the Client in advance, if such has been stipulated in Writing by the Client on the conclusion of the Contract. In that context, Plato Group shall be obliged to submit a printing proof to the Client no later than five weeks after the Contract has been concluded and after receipt of the materials to be reproduced.
9.3 All costs of the printed matters or suchlike shall be charged separately in accordance with the price to be specified in the Contract, unless explicitly agreed otherwise in Writing. These costs shall be stated in the invoice issued to the Client
Article 10 Complaints
10.1 The Client is obliged to inspect the Products delivered at the time of delivery. The Client should inspect whether, among other things, the quality and quantity of the Products delivered correspond to what has been agreed.
10.2 Complaints regarding externally visible faults should be lodged in Writing by the Client to Plato Group within 8 Days of delivery of the Products.
10.3 Complaints regarding non-externally visible faults should be lodged in Writing within 8 Days of detection until three months after delivery of the Products at the latest, which period shall be regarded as the expiry period.
10.4 Complaints regarding the amount of an invoice sent by Plato Group must be lodged in Writing within 8 Days of the invoice date, which period shall be regarded as the expiry period.
10.5 Complaints with regard to quantities, volumes and/or Products incorrectly ordered by the Client shall not be accepted by Plato Group.
10.6 The Client must give Plato Group the opportunity to verify the merits of a complaint.
10.7 Products recognised as faulty by Plato Group shall either be exchanged or the purchase price shall be credited, free of charge, with the exclusion of any other kind of (additional) liability for compensation.
10.8 Products may only be returned after Written approval of Plato Group, but at the expense and risk of the Client and this does not imply any recognition of liability.
Article 11 Retention of title
11.1 If the Client has not fully complied with any obligation to Plato Group, the Products delivered pursuant to Section 3:92 of the Dutch Civil Code shall remain the property of Plato Group and also at the expense and risk of the Client. In such case, the Client is deemed to keep the Products for Plato Group until the time that it has fully complied with its obligations towards Plato Group.
11.2 As long as the ownership of the Products has not passed to the Client, he shall not have the right to alienate or lease the Products, or to encumber them with a security right in any way, unless and provided that it concerns the normal operations of the business, such with the Written consent of Plato Group, in which case the Client assigns its claims against third parties to Plato Group and shall provide the deed of assignment to Plato Group on demand. Plato Group may, at its discretion, request the establishment of an undisclosed pledge.
11.3 If the Client fails to meet his payment obligations, he shall be obliged, without further notice of default being required, to make the Products owned by Plato Group available, immediately on Plato Group’s request. Plato Group and its employees shall then be entitled to enter the site of the Client to gain actual possession of the Products.
11.4 The Client must insure the interests of Plato Group in connection with the retention of title. The Client is obliged to compensate this interest in the event of a contingency and to assign his claim against his insurers to Plato Group on its request.
Article 12 Payment
12.1 Unless otherwise agreed in Writing and without prejudice to the provisions of the following paragraph, payments to Plato Group must be paid net within 30 Days of the invoice date – in cash or by bank transfer – which terms shall be regarded as a deadline. Negligence by the Client in respect of collecting the Products or complaints shall not affect his payment obligation.
12.2 Unless explicitly agreed otherwise, all payments from the Client, however made, shall first be used to set off against the costs, then to set off against interest due and finally to set off against the principal sum of the unpaid invoices.
12.3 Set off or any other form of settlement shall never be permitted without an explicit written agreement.
12.4 Plato Group is at all times entitled to require the Client to provide sufficient advance payment or security, at its discretion, for the fulfilment of its payment obligations, prior to delivery or to proceed to the delivery, whereby Plato Group is entitled to suspend further deliveries if the Client fails to meet this requirement, also in case a fixed delivery time has been agreed, without prejudice to Plato Group’s right to claim compensation for damages due to the late performance or non-performance of the Contract.
12.5 If the Client fails to pay within the agreed deadline, he shall automatically be in default and have to pay interest to Plato Group equal to the statutory interest as provided in Section 6:119 of the Dutch Civil Code if a Client/Consumer is involved, and as is provided in Section 6:119a of the Dutch Civil Code if it concerns a commercial contract as provided in that Section.
12.6 The Client, who is in default must pay all extrajudicial collection charges in full to Plato Group. The extrajudicial collection charges to be compensated by a Client/Consumer shall be determined in accordance with the graduate scale as laid down in the Extrajudicial Collection Costs Decree. On the basis of this Decree, the minimum compensation for collection charges amounts to €40. The extrajudicial collection charges for a company, not being a natural person or a sole trader, amount to 15% of the amount of the principal with a minimum compensation of €150.
12.7 All Plato Group’s outstanding receivables from the Client shall be immediately due and payable if the Client is in default, or in the event of liquidation, bankruptcy or an application for bankruptcy, the Client’s admission to lawful debt restructuring pursuant to the Debt Management Natural Persons Act (Wet Schuldsanering Natuurlijke Personen), the Client’s placement under guardianship, attachment or (temporary) moratorium of payments for the Client.
Article 13 Liability
13.1 Except in the case of gross negligence or deliberate intent of the management or managerial subordinates of Plato Group, Plato Group shall only be liable for costs, damages or interest, arising as a result of actions or negligence by the aforesaid persons or any other subordinates of Plato Group, or of persons employed by Plato Group for the performance of the Contract, not exceeding the amount of the invoice value for the Products/Services delivered by Plato Group in connection with which the damage has arisen.
13.2 Any liability of Plato Group for loss of earnings or other indirect damage, suffered by the Client and/or third parties for whatever reason, is explicitly excluded.
13.3 If the Client resells, delivers, pledges Products/Services, in respect of which Plato Group has notified him that it doubts the quality, or if the Client transfers them or makes them available in another way, under whatever title, whether or not for free and whether or not for use, the Client shall be obliged to indemnify Plato Group against any claims from third parties for damage, incurred by, or in connection with the Products/Services delivered by Plato Group to the other party.
13.4 The Client shall be obliged to indemnify Plato Group for any cost and damage, which Plato Group could incur because third parties make a claim against it in matters where liability vis-à-vis the Client is excluded in these General Terms and Conditions.
13.5 All clauses in these General Terms and Conditions and in particular concerning the exclusion or restriction of the liability of Plato Group and concerning the indemnification of Plato Group against claims from third parties, have also been agreed for the benefit of those who are employed by Plato Group or third parties for whose actions or negligence Plato Group can be liable.
13.6 Insofar as not explicitly agreed otherwise in Writing, all legal claims pursuant to the Contract and these General Terms and Conditions shall lapse after one year of the delivery date.
Article 14 Force majeure
14.1 In the event of default by either Party in the performance of the Contract, for which the defaulting party cannot be held accountable, the performance of the Contract or of the relevant part of the Contract shall be suspended. The Parties shall notify each other of such situation as soon as possible. Only if such suspension has lasted for 3 months, or as soon as it is established that it shall last at least 3 months, each of the Parties shall be able to terminate the Contract, in full or in part, by registered letter with immediate effect, without the Parties being obliged to pay compensation to each other for any damage, without prejudice to the Client’s obligation to pay Plato Group for the goods already delivered until the time of termination.
14.2 Non-attributable defaults on the side of Plato Group shall in any case include, but not be limited to:
- damage as a result of natural disasters and/or storm damage
- war, danger of war and/or any other form of armed conflict, including terrorism or a threat thereof in the Netherlands and/or other countries, which impedes the delivery of goods or raw materials.
- work strikes, forced business closure, revolt and any other form of disruption and/or obstruction caused by third parties, which impede the delivery of goods or raw materials.
- loss of or damage to goods on transport
- illness of one or more employees who are difficult to replace
- legislative or administrative government measures, which impede delivery, including import and export prohibitions
- prohibition to deliver or impedance of delivery for Plato Group, imposed by organisations, institutions, groups or contractual forms of collaboration, which Plato Group is a member of or which it is part of
- failure and/or disruptions in means of transport, production equipment or power supplies
- fire or accidents at the company of Plato Group
- non-or non-timely delivery to Plato Group by sub-suppliers
- discontinuation of the supply of goods, raw materials and/or energy
14.3 Without prejudice to other rights to which it is entitled, in the case of force majeure, Plato Group shall have the right, at its own discretion, to suspend performance of the order of the Client, or to terminate the Contract without judicial intervention, by notifying the Client thereof in Writing.
14.4 If Plato Group, in the event of force majeure, has already partially met its obligations, the Client shall have to pay the price due for this part to Plato Group
Article 15 Termination
15.1 A Contract ends when completed, or at a time explicitly determined by the Parties.
15.2 If the Client remains in default in compliance with timely payment within the deadline or any other obligations towards Plato Group, Plato Group shall be entitled, after a prior written notice of default, within a term of 14 Days, except in the cases where the Contract or the General Terms and Conditions contain a clear deadline for compliance, in which case the following applies immediately, to terminate the Contract, without prejudice to Plato Group’s right to full compensation of cost, damage and interests.
15.3 Plato Group has the same authorisation as in Article 15.2, however without further notice of default being required, if the Client has applied for a provisional moratorium, or if its bankruptcy has been applied for, or if its goods are attached, in the event of discontinuation or liquidation of its business, or in the event of reduced creditworthiness of the Client in the opinion of Plato Group.
Article 16 Secrecy and Intellectual property rights
16.1 All information, in the broadest sense of the word, including but not limited to business information, which is focused on specific characteristics of the Product/the Service or business of Plato Group (work process and pricing), which is provided by Plato Group to the Client in the context of the negotiations or the Contract is strictly personal and confidential.
16.2 If negotiations between the Parties do not result in a Contract, the Client shall not be entitled to use the information provided by Plato Group in any way, in the broadest sense of the word, and the Client shall return all information and all data carriers, in the broadest sense of the word, as well as all images, drawings, sketches, photos, prototypes, models, mood boards, etc. to Plato Group as soon as possible, and immediately destroy all copies made thereof.
16.3 All intellectual property rights regarding the documents provided by Plato Group, i.e. drawings, sketches, schemes, samples, formats, tools, photos, designs, working methods, presentations, advice, images, prototypes, models, mood boards, printed matters, files, websites, brochures, catalogues, etc. used by Plato Group shall remain the physical and intellectual property of Plato Group, also if they have been made available to the Client and irrespective of the contribution made to their realisation by the Client or third parties engaged by the Client, and may therefore, except with the prior written permission of Plato Group, not be used for any other purpose than for the performance of the Contract between Plato Group and the Client.
16.4 Notwithstanding the other provisions of these General Terms and Conditions, Plato Group shall retain the rights and powers that Plato Group is entitled to pursuant to the Copyright Act.
16.5 The exercise of the aforesaid intellectual property rights – including publication, transfer, reproduction, distribution of data, everything in the broadest sense of the word – both during and after the performance of the Contract – is explicitly and exclusively reserved for Plato Group.
16.6 The Client shall indemnify Plato Group against claims from third parties relating to the goods from the Client referred to in the previous paragraph, with regard to intellectual property rights.
16.7 Plato Group shall grant the Client a user licence with regard to its advice in accordance with the agreed purpose.
16.8 From the moment that the Products, designs, working methods, presentations, advices, formats, images, drawings, sketches, photos, prototypes, models, mood boards, printed matters, files, websites, brochures, and catalogues, etc. are delivered, Plato Group is entitled to use these for its portfolio, publicity and promotion, as well as to show them at exhibitions.
The following provisions of Article 17 shall only apply if Plato Group concludes a (Distance) Contract with the Client/Consumer and are supplementary to or a replacement of the above provisions of the General Terms and Conditions.
Article 17 Consumer clause
17.1 If Plato Group sells and/or supplies Products or Services to the Client/Consumer, some general provisions and definitions shall not apply and instead adjusted conditions shall be applicable. It concerns in particular the following provisions. Additionally, in these Terms and Conditions the following terms have the following meanings:
- “Cooling off period”: the period of 14 Days within which the Client/Consumer may use its Right of Withdrawal free of charge and without stating reasons, unless the Contract relates to the delivery of Products made according to the specifications of the Client/Consumer.
- “Right of Withdrawal”: the option for the Client/Consumer to abandon the Distance Contract within the Cooling off period.
- The Offer contains a complete and accurate description of the Products and/or Services offered and the characteristics thereof. The description shall be sufficiently detailed to enable the Client/Consumer to make a good assessment of the Offer. Obvious errors or mistakes in the Offer are not binding on Plato Group.
- Any Offer contains such information that it is clear to the Client/Consumer what rights and duties are attached to Accepting the Offer. This concerns in particular:
- the total price of the Products and/or Services;
- any additional freight charges, delivery costs or postage;
- the way in which the Contract shall be concluded and which actions are required thereto;
- the period for Acceptance of the Offer, or the period within which Plato Group guarantees the price;
- the arrangements for payment, delivery, performance, the time within which Plato Group undertakes to deliver the goods or to provide the Services;
- the cost for the use of means of remote communication for the conclusion of the Contract where the cost is calculated other than at the basic rate.
- the way in which the Client/Consumer can check and, if required, recover the data provided to him in the context of the Contract, prior to the conclusion of the Contract;
- the languages, apart from Dutch, in which the Contract can be concluded;
17.3 The Contract
- The Contract is concluded, subject to reservation of the provision in paragraph 4, at the time that the Client/Consumer accepts the Offer.
- If the Client/Consumer accepted the Offer via electronic means, Plato Group shall promptly confirm the receipt of the Acceptance of the Offer via electronic means. As long as the receipt of such Acceptance has not been confirmed by Plato Group, the Client/Consumer may terminate the contract.
- Plato Group may – within legal frameworks – enquire as to whether the Client/Consumer shall be able to meet his payment obligations, as well as enquire about any other facts and circumstances that are of interest for responsible conclusion of the Distance Contract. If that enquiry gives Plato Group proper grounds for declining to conclude the Contract, it shall have the right, supported by reasons, to reject an order or application, or to bind its performance to special conditions.
- Plato Group shall, for the performance of the Contract, send the following information in particular to the Client/Consumer, in Writing or in such a way that it can be stored in accessibly on a durable medium, and/or confirm the Instruction:
- all information mentioned under item 2 of Article 17.2 of these General Terms and Conditions, unless this information was already provided to the Client/Consumer before the conclusion of the Contract;
- the physical address of the business location of Plato Group where the Client/Consumer may file complaints;
- information on guarantees and existing service after the conclusion of the Contract.
- Article 3.2 of the General Terms and Conditions no longer applies, or the above provision applies in addition – within legal frameworks – to Article 3 of these General Terms and Conditions if Plato Group concludes a Distance Contract with the Client/Consumer.
- During the validity period stated in the Offer, the prices of the Products and/or Services offered shall not be raised, except for changes in price as a result of changes in the VAT rates.
- In the event of price increases within a period of 3 months of the conclusion of the Contract, the Client/Consumer shall be entitled to terminate the Contract.
- The above provision applies in addition to Article 4 of these General Terms and Conditions if Plato Group concludes a Distance Contract with a Client/Consumer.
- The address stated by the Client/Consumer to Plato Group is regarded as the place of delivery.
- Plato Group shall perform accepted Instructions with due speed but at least within 30 Days, unless a longer delivery period was agreed. If the delivery is delayed, or if an Instruction cannot be carried out at all or carried out completely, the Client/Consumer shall receive notification thereof no later than 30 Days after placing the Instruction. The Client/Consumer shall, in that case, have the right to terminate the Contract free of charge and be entitled to claim compensation, if any, after the Client/Consumer has first sent Plato Group a reminder and given notice of default.
- In the event of termination in accordance with the preceding paragraph, Plato Group shall return the payment made by the Client/Consumer as soon as possible but at least within 30 days after termination.
- The risk of damage to and/or loss of Products shall remain with Plato Group until the time of delivery to the Client/Consumer or a previously designated representative made known to Plato Group, unless explicitly agreed otherwise. If the Client/Consumer selects a carrier, the risk of Plato Group shall pass to the carrier, or to the Client/Consumer, when he passes the Product on to the carrier.
- Articles 8.1, 8.5, 8.6, 8.7, 8.9, 8.10 and 8.11 of the General Terms and Conditions shall no longer apply, or the above provision shall apply in addition to Article 8 of these General Terms and Conditions if Plato Group concludes a Distance Contract with a Client/Consumer.
17.6 Right of Withdrawal
- The basic principle is that the Products from Plato Group comply with the Contract and are sound. The Client/Consumer is entitled to this.
- When purchasing Products and/or Services at a distance, the Client/Consumer may cancel the Contract during a period of 14 Days, without stating reasons. This Cooling off period starts on: (a) the day following receipt of the Product by the Client/Consumer (or a person previously designated by the Client/Consumer and made known to Plato Group, representative), or (b) the day on which the Client/Consumer (or a third party designated by it for that purpose) has received the last Product, if the Client/Consumer has ordered several Products in the same order which are delivered separately, or (c) the day on which the Client/Consumer (or a third party designated by it, who is not the carrier) has received the last shipment or the last part thereof, if the delivery of a Product consists of different shipments or parts. The Right of Withdrawal may already be exercised before the delivery has taken place.
- The Right of Withdrawal of the Client/Consumer does not apply to Products that have been produced by Plato Group in accordance with the specifications of the Client/Consumer, which are clearly of a personal nature and/or which cannot be returned as a result of their nature. The provision applies in addition to the provisions of Article 9 of Supply of printed Products.
- The Right of Withdrawal does not apply for the Contract to supply Services if Plato Group has already started its work with the explicit prior permission or at the request of the Client/Consumer before the Cooling off period has expired, or if the Client/Consumer has declared to waive its Right of Withdrawal as soon as Plato Group has complied with the Contract. If the Contract concluded relates to the performance of Services, the Right of Withdrawal shall apply for 14 Days from the day on which the Contract was concluded.
- During this Cooling off period, the Client/Consumer shall handle the Product and everything that was delivered with it with care. He shall only unpack or use the Product as far as necessary in order to be able to assess whether he wishes to keep the product. The Client/Consumer must be able to assess the nature, characteristics and functioning of the Product, so that packaging may be removed. The Client/Consumer shall only be liable for any diminished value of the Product resulting from the handling during the Cooling off Period other than is necessary to ascertain the nature, characteristics and functioning thereof.
- The Client/Consumer who wishes to use the Right of Withdrawal is obliged to notify Plato Group thereof in time by means of a clear statement to that effect.
- Plato Group shall immediately confirm receipt of the statement, as referred to in the previous paragraph, to the Client/Consumer,
- If the Client/Consumer uses his Right of Withdrawal, he shall return the Product with all delivered accessories and – if reasonably possible – in its original condition and packaging to Plato Group, within 14 Days after he has declared that he wishes to exercise his Right of Withdrawal, in accordance with the reasonable and clear instructions given by Plato Group, or the Client/Consumer shall prove that the Product was returned in accordance with the reasonable and clear instructions given by Plato Group.
- Should the Client/Consumer exercise his Right of Withdrawal, only the return costs of the Product are at the Consumer’s expense.
- Plato Group shall, within 14 Days of the statement of the Client/Consumer, if the Client/Consumer has already paid the purchase price of the Product, refund the purchase price (including the delivery costs) via the same means of payment as previously used by the Client/Consumer subject to the explicit permission of the Client/Consumer to do so by other means.
- Should the Client/Consumer not exercise his Right of Withdrawal within the Cooling off period, the Contract shall become final.
- Articles 3.2, 5.1, 10.2 and 10.3 of the General Terms and Conditions shall no longer apply, or the above provision shall apply in addition to Articles 3, 5 and 10 of these General Terms and Conditions, if Plato Group concludes a Distance Contract with a Client/Consumer.
17.7.1 Identity of PLATO GROUP
- Name of entrepreneur: Plato Group B.V.
- Business and physical address: Haverdijk 5, 5704 RC Helmond, Bus. park. 9545 (the Netherlands)
- Phone number: + 31 (0) 492 530 100
- Fax: + 31 (0) 492 530 200
- E-mail address: email@example.com
- Chamber of Commerce Trade Registration no.: 17066765
- VAT Identification Number: NL009630570B01
17.7.2 Identity of IGO
- Name of entrepreneur: Plato Group B.V.
- Trade Name: IGO
- Business and physical address: Haverdijk 5, 5704 RC Helmond, Bus. park. 9545 (the Netherlands)
- Phone number: + 31 (0) 492 530 123
- Fax: + 31 (0) 492 530 200
- E-mail address: firstname.lastname@example.org
- Chamber of Commerce Trade Registration no.: 17066765
- VAT Identification Number: NL009630570B01
17.7.3 Identity of CLIPPER
- Name of entrepreneur: Plato Group B.V.
- Trade Name: Clipper
- Business and physical address: Haverdijk 7, 5704 RC Helmond, Bus. park. 9545 (the Netherlands)
- Phone number: + 31 (0) 492 530 230
- E-mail address: email@example.com
- Chamber of Commerce Trade Registration no.: 17066765
- VAT Identification Number: NL009630570B01
Article 18 Penalty clause
18.1 For any infringement of Articles 7.1, 10.8 and 11.2 of these General Terms and Conditions and the obligations contained therein, the Client shall forfeit to Plato Group, without further notice of default or judicial intervention being required, an immediately payable fine of €950 per infringement, which is not subject to setoff or moderation, plus an amount of €100 for every day the infringement lasts, without prejudice to the right of Plato Group to full compensation of damages as a result of the infringement by the Client.
Article 19 Applicable law and competent court
19.1 Any negotiations and Contracts with Plato Group are governed exclusively by Dutch law.
19.2 All disputes between the Client and Plato Group shall be exclusively resolved by the competent court of Oost-Brabant, in ‘s-Hertogenbosch, unless another Dutch Court is competent under mandatory law.
19.3 The Vienna Sales Convention (CISG) concluded in Vienna on 11 April 1980 is applicable.