General conditions

General Terms and Conditions
Chamber of Commerce number: 85743216
Marvin's B.V.
Address: Marconibaan 42E, 3439 MS Nieuwegein

Hereinafter referred to as: User

Article 1 - Definitions

In these general terms and conditions, the following terms are defined as follows, unless explicitly stated otherwise:

User: Marvin's B.V., the party that applies these general terms and conditions.
Buyer: The counterparty of the user, being a party acting in the exercise of a profession or business.
Agreement: The legal relationship between the user and the buyer in which agreements are recorded.

Article 2 - General

These general terms and conditions apply to all offers and agreements between the user and the buyer, unless the parties have explicitly agreed otherwise in writing.
The terms also apply to all agreements in which the user engages third parties for the execution of the agreed work.
The general terms and conditions of the buyer only apply if it has been agreed in writing that these, to the exclusion of the present terms, are applicable. In that case, any conflicting provisions will only apply to the extent that they are an integral part of the user's terms.
If one or more provisions in these general terms and conditions are null and void or are annulled, the remaining provisions shall remain in full force. User and buyer shall jointly enter into discussions to agree on replacement provisions, which shall align as closely as possible with the original purpose and intent of the null and void or annulled provisions (see also: article-by-article explanation under 1).

Article 3 - Offers and Quotations

All offers made by the user are non-binding, unless a specific acceptance period is stated in the offer.
Quotations prepared by the user are also non-binding and have a validity period of 30 days, unless stated otherwise. The user is only bound by a quotation if the buyer accepts it in writing within the specified period.
The delivery times mentioned in quotes are indicative. Exceeding these delivery times does not entitle the buyer to terminate the agreement or claim damages, unless expressly agreed otherwise.
The prices mentioned in offers and quotes are exclusive of VAT, other statutory charges, shipping costs, and any transport and packaging costs, unless stated otherwise.
If the acceptance of a quote by the buyer deviates from the original offer, the user is not bound by these deviations. The agreement will only be concluded if the user agrees in writing to the differing conditions.
A composite price quotation does not obligate the user to deliver a portion of the goods or services included in the quote at a proportional part of the specified price.
Offers and quotations do not automatically apply to future orders or backorders (see also: item-specific explanation under 2).

Article 4 - Execution of the Agreement

User will execute the agreement to the best of their insight and ability, in accordance with the standards of good craftsmanship and based on the knowledge and techniques available at that time.
For optimal execution of the agreement, the user has the right to have work performed, in whole or in part, by third parties if this is necessary.
Buyer is obliged to provide all information and data in a timely manner that the user deems necessary for the correct execution of the agreement.The failure to provide this information in a timely manner gives the user the right to:

Suspend the execution of the agreement; and/or
Charge the buyer for any additional costs arising from the delay, according to the usual rates.

The user is not liable for any damage of any kind resulting from incorrect or incomplete information provided by the buyer, unless the user should reasonably have recognized the inaccuracy or incompleteness.
If the parties agree that the execution of the agreement takes place in phases, the user may suspend the execution of the next phase until the buyer has granted written approval for the results of the preceding phase.
If work is carried out by the user or by third parties engaged by the user at the buyer's location or at a location designated by the buyer, the buyer is obliged to provide all reasonable facilities necessary for the proper execution of the work free of charge.
The buyer indemnifies the user against claims from third parties who suffer damage as a result of the execution of the agreement, provided that this damage is attributable to the buyer (see also: article-by-article explanation under 3).

Article 5 - Delivery

Delivery takes place from the factory, store, or warehouse of the user, unless otherwise agreed in writing.
If delivery takes place based on Incoterms, the Incoterms applicable at the time of concluding the agreement shall apply.
The buyer is obliged to accept the goods at the moment the seller delivers or makes them available in accordance with the agreement.
If the buyer refuses delivery or fails to provide necessary information or instructions, the seller has the right to store the goods at the buyer's expense and risk.
If the goods are delivered, the seller is entitled to charge delivery costs. These costs will be invoiced separately, unless otherwise agreed.
When delivery depends on data that the buyer must provide to the seller, the delivery time only begins after the seller has received this data.
Stated delivery times are indicative and do not constitute fatal deadlines. In the event of exceeding a delivery period, the buyer must formally notify the user in writing, after which a reasonable period for delivery will be provided.
The user reserves the right to deliver goods in parts, unless otherwise agreed or when the partial delivery has no independent value. The user is entitled to invoice each partial delivery separately.
If the parties have agreed that the contract will be executed in phases, the user may suspend the execution of the next phase until the buyer has granted written approval for the results of the previous phase.

Article 6 - Samples and Models

If a sample or model has been shown or provided to the buyer, it is deemed to have been provided solely for indication purposes. The delivered item does not necessarily have to correspond with the shown sample or model, unless expressly agreed otherwise.
In agreements concerning real estate, mentions of areas, dimensions, or other indications are also considered indicative. The item does not have to exactly meet these mentions, unless explicitly agreed otherwise.

Article 7 - Inspection and Complaints

The buyer is obliged to inspect the delivered goods immediately upon delivery or have them inspected.The buyer must verify whether the quality and quantity of the delivered goods correspond to the agreements made and meet the requirements that are normally imposed in commercial transactions.
Any visible defects or shortages must be reported in writing to the user within three days of delivery. Non-visible defects or shortages must be reported in writing within three weeks of discovery, but no later than twelve months after delivery.
Complaints that are submitted in a timely and correct manner do not release the buyer from the obligation to accept and pay for the delivered goods. The return of defective goods is only permitted after prior written consent from the user and according to the instructions provided by the user (see also: article-by-article explanation under 4).

Article 8 - Fees, Prices, and Costs

If a fixed selling price has been agreed upon, the user reserves the right to increase the price if circumstances justify this.
The user is entitled to pass on price increases that occur after making an offer but before the execution of the agreement. This includes, among other things, increases in exchange rates, wages, raw material prices, and packaging costs.
The prices applied are exclusive of VAT, other statutory levies, and any additional costs, such as shipping and administration costs, unless expressly stated otherwise (see also: article-by-article explanation under 5).

Article 9 - Amendment of the Agreement

If it becomes apparent during the execution of the agreement that changes or additions are necessary to properly execute the agreement, the parties will adjust the agreement in mutual consultation.
Changes or additions to the agreement may affect the completion date. The user will inform the buyer in writing as soon as possible.
If changes or additions have financial and/or qualitative consequences, the user will inform the buyer in advance.
If a fixed rate has been agreed upon, the user will indicate to what extent the changes or additions will lead to an exceeding of this rate.
User will not charge any additional costs if the need for modification or supplementation arises from circumstances attributable to the user.

Article 10 - Payment

Payment must be made within 30 days of the invoice date, in a manner specified by the user and in the currency in which the invoice is issued. Objections to the amount of the invoice do not suspend the payment obligation.
If the buyer does not make the payment within the stipulated period of 30 days, the buyer is automatically in default. From that moment, the buyer owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest applies. The interest is calculated on the amount due from the date of default until full payment is made.
In the event of liquidation, bankruptcy, seizure, or suspension of payment by the buyer, all claims of the user against the buyer become immediately due and payable.
The user is entitled to first apply payments to the incurred costs, then to the outstanding interest, and finally to the principal amount and current interest. The user may refuse a payment offer if the buyer wishes to apply a different order of allocation. Full repayment of the principal amount may be refused if the interest and costs are not also paid.
The user may charge a credit limitation surcharge of 2%. This surcharge will be waived if the buyer makes the payment within seven days of the invoice date (see also: article-by-article explanation under 6).

Article 11 - Retention of Title

All goods supplied by the user, including designs, sketches, drawings, software, and (electronic) files, remain the property of the user until the buyer has fully complied with all obligations arising from the agreements concluded with the user.
The buyer is not entitled to pledge the goods delivered under retention of title or to encumber them in any other way.
If third parties seize goods delivered under retention of title or wish to establish rights to them, the buyer must immediately inform the user in writing.
The buyer is obliged to insure the goods delivered under retention of title against fire, explosion, water, and theft damage and to provide the insurance policy for inspection at the first request of the user.
Goods that fall under retention of title may only be resold in the context of the normal business operations of the buyer and may never be used as a means of payment.
If the user wishes to exercise ownership rights, the buyer hereby grants irrevocable permission to the user or third parties designated by the user to enter all locations where the properties are located and to reclaim the goods.

Article 12 - Warranty

The user guarantees that the delivered goods meet the usual requirements and standards and are free from defects.
The warranty under article 12.1 also applies to goods intended for use abroad, provided that the buyer has notified the user of this in writing at the time of entering into the agreement.
The warranty is valid for a period of 3, 6, or 12 months, depending on what has been agreed upon in writing, starting from the delivery date.
If the delivered goods do not meet the warranty, the user will, at their discretion:

Replace the item within a reasonable period;
Repair the item; or
Provide a suitable solution in writing otherwise.
The buyer is obliged to return the replaced item and transfer ownership of it to the user.

The warranty is void if the defect is the result of improper or inappropriate use, modifications made without the written consent of the user, or use for purposes other than those for which the item is intended.
If the warranty concerns an item produced by a third party, the warranty is limited to what is provided by the manufacturer (see also: article-by-article explanation under 7).

Article 13 - Collection Costs

If the buyer fails to fulfill their obligations, all reasonable costs incurred by the user to obtain satisfaction out of court shall be borne by the buyer. In the event of late payment of a monetary amount, the buyer owes an immediately payable penalty of 15% on the outstanding amount, with a minimum of € 50.00.
If the user has incurred higher costs that were reasonably necessary, these are also eligible for reimbursement.
Reasonable legal and enforcement costs are also fully borne by the buyer.
The buyer owes interest on the collection costs due from the moment these costs are incurred (see also: article-by-article explanation under 8).

Article 14 - Suspension and Termination

The user has the right to suspend their obligations or terminate the agreement if:

The buyer fails to fulfill their obligations under the agreement, either not at all, not fully, or not in a timely manner;
After the conclusion of the agreement, circumstances arise that provide good grounds to fear that the buyer will not fulfill their obligations;
The buyer was requested to provide security for their obligations at the time of entering into the agreement, and this security is lacking or insufficient.

The user may also terminate the agreement if circumstances arise that make the fulfillment of the agreement impossible or that can no longer be reasonably and fairly required.
In the event of termination of the agreement, all claims of the user against the buyer become immediately due and payable. If the user suspends their obligations, their legal and contractual claims remain in full force.
The user retains the right to claim compensation at all times.

Article 15 - Return of Items Made Available

Items that the user has made available to the buyer in the context of the agreement must be returned within 14 days after the termination of the agreement in their original condition, free from defects and complete.
If the buyer does not comply with this obligation in a timely manner, all resulting costs, including replacement costs, shall be fully borne by the buyer.
If the buyer remains in default after a written reminder, the user has the right to recover the resulting damages and costs, including replacement costs, from the buyer.

Article 16 - Liability

The liability of the user for defective delivered goods is limited to what is stipulated under the warranty conditions of these general terms and conditions.
If the user is liable for direct damage, this liability is limited to twice the amount of the invoice value, or that part of the agreement to which the liability relates, with a maximum of € 25,000, unless a higher payout applies based on the user's insurance.
Direct damage is understood to mean exclusively:

Reasonable costs for determining the cause and extent of the damage;
Reasonable costs to ensure that the user's deficient performance complies with the agreement, unless this deficiency cannot be attributed to the user;
Reasonable costs to prevent or limit damage, insofar as the buyer can demonstrate that these costs have led to a limitation of direct damage.

The user is not liable for indirect damage, including consequential damage, lost profits, missed savings, or damage due to business stagnation.
The limitations of liability for direct damage do not apply in the event of intent or gross negligence on the part of the user or their employees (see also: article-by-article explanation under 9).

Article 17 - Transfer of Risk

The risk of loss or damage to products that are part of the agreement transfers to the buyer at the moment of legal and/or actual delivery to the buyer or to a third party designated by the buyer (see also: article-by-article explanation under 10).

Article 18 - Force Majeure

Parties are not obliged to fulfill their obligations if they are hindered by circumstances that are beyond their control and are not their responsibility under the law, a legal act, or prevailing opinions in traffic.
Force majeure includes, in addition to the legal and jurisprudential definitions, all external causes over which the user has no influence, such as strikes within the user's company.
The user can invoke force majeure if the obstructive circumstances occur after the time at which the user was supposed to fulfill their obligations.
During the period of force majeure, the obligations of the parties are suspended. If this period lasts longer than two months, each party has the right to terminate the agreement without the obligation to pay compensation.
If the user has partially fulfilled or can fulfill their obligations during the force majeure, the user is entitled to invoice this portion separately. The buyer is obliged to pay this invoice.

Article 19 - Indemnities

The buyer indemnifies the user against claims from third parties regarding intellectual property rights on materials or data provided by the buyer that are used in the execution of the agreement.
The buyer guarantees that the information carriers, electronic files, and software provided by him are free from viruses and defects.

Article 20 - Intellectual Property and Copyrights

The user retains all rights and powers as established in the Copyright Act.
The buyer is not permitted to make changes to delivered goods, unless otherwise agreed in writing.
All designs, sketches, drawings, films, software, and other materials created by the user in the context of the agreement remain the property of the user, regardless of whether they have been made available to the buyer or third parties.
Materials provided by the user may only be used by the buyer and may not be reproduced, disclosed, or provided to third parties without the prior consent of the user.
The user retains the right to use knowledge gained during the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 21 - Confidentiality

Parties are obliged to maintain the confidentiality of all confidential information obtained from each other in the context of the agreement. Information is considered confidential if indicated by a party or if it is evident from the nature of the information.
If the user is required to disclose confidential information based on a legal provision or court ruling, the buyer cannot derive any right to compensation or termination of the agreement from this.

Article 22 - Non-solicitation of Personnel

The Buyer shall not employ or otherwise engage any employees of the User or third parties engaged by the User during the term of the agreement and for one year after its termination, without prior written consultation with the User.

Article 23 - Disputes

The competent court in the User's place of establishment has exclusive jurisdiction to settle disputes, unless the law provides otherwise.
The parties shall first attempt to resolve disputes through mutual consultation before resorting to the court.

Article 24 - Applicable Law

All agreements between the user and the buyer are exclusively governed by Dutch law. The Vienna Sales Convention is expressly excluded.

Article 25 - Amendment, Interpretation, and Location of the Terms and Conditions

These general terms and conditions have been filed with the Chamber of Commerce in Utrecht.
In case of interpretation differences of these general terms and conditions, the Dutch text is binding.
The most recently filed version or the version that was in effect at the time of concluding the agreement shall always apply.

Article 26 - Trademarks / Copyrights

The buyer declares that no texts, images, designs, trademarks, service marks, or other copyright-protected works of third parties will be used in the products to be manufactured, unless explicit and demonstrable permission has been obtained from the relevant rights holders. By placing an order, the buyer confirms that they possess all necessary rights, permissions, and authorities to place the order, and grants the user permission to manufacture the relevant products on behalf of the buyer.
The user provides no guarantee that the design does not infringe on the intellectual property rights of third parties, nor that such infringement is excluded. It is the exclusive responsibility of the buyer to seek legal advice regarding the availability and lawful use of the provided design, if necessary.
By placing an order, the buyer grants the user the right to copy, modify, vectorize, and create derivative works from the provided content, solely for the purpose of fulfilling the order. The buyer declares to be authorized to do so and confirms that they have sufficient rights to grant the user this permission legally.
The buyer indemnifies Marvin’s B.V., its subsidiaries, licensors, as well as their directors, officers, employees, and representatives from all claims, liabilities, damages, costs, and expenses – including reasonable legal fees – arising from or related to (i) any breach of these terms, or (ii) any claim regarding content provided by the buyer that is included in or processed into products delivered by Marvin’s B.V.