Terms and Conditions

The General Terms and Conditions of GKB Netherlands B.V., with its statutory seat in Groningen, having its office at Tinallingerweg 2, (9953 TA) Baflo, registered with the Chamber of Commerce in Groningen under number 60908181, deposited with the Chamber of Commerce in Groningen under the aforementioned number.

Article 1 - General

In these general terms and conditions ("General Terms and Conditions"), the following terms shall have the following meanings:

GKB Netherlands: GKB Netherlands B.V. and all its subsidiaries and any user of these General Terms and Conditions.
Customer: any natural person or legal entity negotiating the conclusion of an Agreement with GKB Netherlands and/or entering into an Agreement with GKB Netherlands regarding the supply of Products by GKB Netherlands.
Agreement: an agreement between the Customer and GKB Netherlands pursuant to which GKB Netherlands supplies Products, under any title whatsoever.
Products: goods, services, usage rights, and/or advice, in the broadest sense of the word.
In Writing: in writing and/or electronically;
Day(s): calendar day(s).

These General Terms and Conditions apply to all offers, quotations, order confirmations, Agreements, and all related (legal) actions of GKB Netherlands and the Customer. In case of conflict, the Agreement prevails over the General Terms and Conditions.
The applicability of the Customer's general terms and conditions, however named, is explicitly rejected by GKB Netherlands.
The nullity or inapplicability of one or more provisions contained in these General Terms and Conditions or part thereof does not affect the operation and validity of the remaining provisions.
If GKB Netherlands does not insist on strict compliance with these General Terms and Conditions, this shall not constitute a waiver of its right to demand strict compliance at a later time or in another instance.
If one or more provisions of the General Terms and Conditions are incompatible with the type of Agreement to which the General Terms and Conditions have been declared applicable, the remaining General Terms and Conditions shall remain in full force and effect.
GKB Netherlands is entitled to unilaterally make changes to the General Terms and Conditions, which amended General Terms and Conditions shall apply from the notified date and after the amended General Terms and Conditions have been sent to the Customer.
Deviations from these General Terms and Conditions and from the Agreement are only valid if and insofar as they have been expressly and In Writing recorded by (a duly authorized representative of) GKB Netherlands and remain valid until revoked by GKB Netherlands.

Article 2 - Conclusion of Agreements

All offers, quotations, order confirmations, and statements made by or on behalf of GKB Netherlands are directed solely at the Customer, may not be disseminated, are considered as a whole and cannot be partially accepted, are entirely non-binding, even if they contain a deadline for acceptance, and may be revoked by GKB Netherlands at any time, even after acceptance by the Customer. The information contained therein (including but not limited to images, color schemes, dimensions, and weights of the Products) is provided for indication and guidance purposes only.
An Agreement is only concluded if a Written Agreement, signed by both parties, is executed, or if GKB Netherlands sends a Written order confirmation to the Customer, which order confirmation in such case shall be deemed a correct and complete representation of the Agreement entered into between GKB Netherlands and the Customer.
Additions or amendments to the Agreement, including the applicable General Terms and Conditions, shall only be valid if and to the extent that they are recorded in Writing.
If no Written Agreement has been concluded and no Written order confirmation has been sent by GKB Netherlands, the parties are nevertheless bound if GKB Netherlands commences the execution of the Agreement. In such case, GKB Netherlands' invoice shall be deemed the order of the buyer and the correct representation of the Agreement between GKB Netherlands and the Customer.
If the Customer does not accept an offer or quotation from GKB Netherlands, GKB Netherlands has the right to charge the Customer for all costs incurred thereby.
The Customer is not entitled to cancel the Agreement in whole or in part. If the Customer nevertheless proceeds with complete or partial cancellation, GKB Netherlands remains entitled to invoice the entire amount associated with the Agreement.

Article 3 - Prices and Payment

GKB Netherlands typically quotes its prices in Euros, including transport costs in the Benelux and excluding VAT, however, the Customer should not automatically assume this. In cases where this is not explicitly stated in the Quotation or the Agreement, the Customer should assume that the offered and agreed prices are in Euros and excluding VAT and transport costs. Other costs and taxes, levies, and duties required by law are not included in the price and are the responsibility of the Customer. The Customer bears the exchange rate risk in the event of payment in foreign currency.
GKB Netherlands will generally invoice per delivery, but reserves the right to invoice periodically, partially, or in advance at its own discretion.
GKB Netherlands is authorized to unilaterally adjust prices if the costs on which the prices are based have increased. These include, but are not limited to, costs of raw materials, procurement, transport, electricity, gas, (semi-)finished products obtained from third parties, personnel, social charges, additional costs due to exchange rate fluctuations, introduction of new or increase of existing levies and taxes imposed by the government. GKB Netherlands will inform the Customer in Writing of price increases.
Unless otherwise agreed, payments must be made within 10 (ten) Days of the invoice date. All payment terms are of the essence. The Customer shall pay the invoiced amounts without deductions, discounts, or set-offs, and shall not have the right to suspend any payment obligations towards GKB Netherlands.
At all times, GKB Netherlands is authorized to request advance payment from the Customer or any form of security, including but not limited to liens and bank guarantees.
GKB Netherlands is, in addition to the statutory methods of set-off, authorized to set off its claims against and debts to the Customer with debts to, or claims against, companies affiliated with the Customer.
In case of exceeding the payment term, any discounts granted to the Customer shall be forfeited, the Customer shall be immediately in default, and all GKB Netherlands' claims against the Customer, regardless of their nature, shall become immediately due and payable. Additionally, starting from the due date of the invoice, the Customer shall owe interest of 2.0% per (part of a) month on the outstanding amount until the moment of payment of the due amount. Furthermore, in case of late payment, all judicial and extrajudicial costs for the collection of the outstanding amount shall be borne by the Customer. The extrajudicial collection costs are set at 25% of the principal amount, including VAT, with a minimum of € 250, without prejudice to GKB Netherlands' right to demand compensation for the actual costs if these costs are higher.
Complaints regarding an invoice must be submitted in Writing to GKB Netherlands within 5 (five) Days of the invoice date. After this period, complaints will no longer be considered, and the Customer will have forfeited their right to raise any objections.
The Customer is not authorized to suspend payments or other obligations, nor to set off any claims against the Seller, even if a complaint is found to be justified.

Article 4 - Delivery and Delivery Time

Deliveries are made ex-works (Incoterms 2010) from the registered address of GKB Netherlands or at another location designated by GKB Netherlands. If transport to the Customer is organized or paid for by GKB Netherlands, it is nevertheless at the risk of the Customer.
GKB Netherlands is entitled to execute the Agreement in different stages or deliveries.
Agreed delivery times are not to be considered as strict deadlines within the meaning of article 6:83 under a BW. GKB Netherlands aims to inform the Customer of the estimated period by which the delivery time will be extended in case of exceeding the delivery time or when it becomes clear that the delivery time will be exceeded. In case of exceeding the delivery time, the Customer is not entitled to any compensation or termination, except in case of intent or gross negligence on the part of GKB Netherlands. If the Customer puts GKB Netherlands in default, this must be done in writing with a minimum period of three (3) Months for performance.
If GKB Netherlands requires data and/or resources from the Customer for the execution of the Agreement, or if satisfaction of another obligation incumbent on the Customer under the Agreement is necessary, the delivery period shall not commence until the day when all necessary data and/or resources are in the possession of GKB Netherlands or until the Customer has fulfilled the aforementioned obligation towards GKB Netherlands, or the delivery period is extended in accordance with the foregoing.
The Product is considered delivered upon its use by the Customer or any other recipient, as well as upon the signing of the delivery note or order form by the Customer or any other recipient.
If the Customer fails to take delivery of the Products or fails to do so in a timely manner, they shall be in default without the need for notice of default. In such case, GKB Netherlands is entitled to store the Products at the expense and risk of the Customer or to deliver the Products nonetheless. The Customer remains liable for the amounts due under the Agreement, increased by interest and costs (as compensation for damages).
Regarding the quantity of ordered Products, an over- or under-delivery of 10% (ten percent) may occur, which over- or under-delivery must be accepted by the Customer. In case of an over-delivery within the aforementioned percentage, GKB Netherlands is entitled to invoice the excess delivered to the Customer additionally.

Article 5 - Stock

GKB Netherlands maintains stock at its discretion to meet the agreed-upon volumes or to meet the regular (expected) purchasing behavior of the Customer (even if this exceeds any agreed-upon volumes). In the case of continuous contracts, GKB Netherlands is free to maintain stocks for the entire duration of the Agreement.
If, for any reason (foreseen or unforeseen), the Customer does not wish to take delivery of the Products held in stock, they must compensate GKB Netherlands accordingly.
GKB Nederland BV assumes that goods stored by GKB Nederland BV without a specifically agreed upon final call-off date will be considered completely taken over by the customer no later than 12 months after receipt.

Article 6 - Execution of the Agreement

To enable GKB Nederland to properly execute the Agreement, the Customer must always timely and correctly provide GKB Nederland with all facilities, data, and information that are necessary or useful for the proper execution of the Agreement, or make them available. The Customer is responsible for the accuracy, timeliness, completeness, and reliability of the data and information provided to GKB Nederland by the Customer.
GKB Nederland is authorized to, also on behalf of and at the expense of the Customer, issue instructions to third parties for the execution of the Agreement.
The Customer is obligated to have all necessary permits, exemptions, and other authorizations available in a timely manner for the execution of the Agreement.
Rights of the Customer arising from this Agreement and the underlying agreements cannot be transferred without the prior written consent of GKB Nederland. This provision constitutes a clause with proprietary effect as referred to in article 3:83 paragraph 2 of the Dutch Civil Code.
The Customer shall not outsource the performance of the obligations under the Agreement and the underlying purchase agreements, either in whole or in part, to third parties without the prior written consent of GKB Nederland. GKB Nederland's consent does not relieve the Customer of the obligations under this Agreement. The Customer indemnifies GKB Nederland against claims from third parties resulting from the outsourcing of the performance of the obligations under the Agreement or the underlying agreements to third parties.

Article 7 - Designs, Typesetting, Printing, and Other Proofs

If agreed upon, GKB Nederland prints the Products according to a design provided by the Customer.
The Customer can also request GKB Nederland to create a design. Unless otherwise agreed, the costs for this will be borne by the Customer. The design will be made according to the instructions of the Customer, based on the information and examples provided by the Customer. The Customer guarantees and indemnifies GKB Nederland that the logos, documents, drawings, and designs provided by them are their intellectual property.
All design drawings, molds, dies, printing rollers, etc., made by or on behalf of us, whether or not at the request of the Customer, also if they are wholly or partly charged to the Customer, remain the property of GKB Netherlands.
If an order does not follow after a requested quotation, GKB Netherlands may invoice the Customer for the costs of any design made for this purpose and for any materials and resources already produced. The Customer is obliged to pay these costs.
Before proceeding with the printing of the Products according to a design provided by the Customer or according to a design approved by them, a printing proof will be presented to the Customer for evaluation.
The Customer is required to carefully examine the typesetting, printing, or other proofs received from GKB Netherlands for inaccuracies, imperfections, or other defects, and to correct or approve them and return them to GKB Netherlands promptly, but no later than within five (5) Days.
Approval of the proofs by the Customer constitutes acknowledgment and determination that GKB Netherlands has correctly performed the preceding work related to the proofs. GKB Netherlands is not liable for deviations, errors, and defects that have remained unnoticed in proofs approved or corrected by the Customer.
Any typesetting, printing, or other proof made at the request of the Customer, as well as the materials used for them, may be invoiced by GKB Netherlands in addition to the agreed price, unless it has been expressly agreed that the costs of these proofs are included in the price.
GKB Nederland cannot guarantee that the final printing result regarding the Products will fully match the color(s) specified by the Customer or the typesetting, printing, or other proofs approved by the Customer.
Up to 3 design revisions are included per design for a customer. From the 4th revision onwards, we may charge the customer 50 euros per revision.

Article 8 - Retention of Title

The ownership of Products delivered by GKB Netherlands only transfers to the Customer after the Customer has fully fulfilled all obligations towards GKB Netherlands under any agreement or otherwise.
If and as long as GKB Netherlands remains the owner of the Products, the Customer is not entitled to sell, rent out, lease, pledge, or otherwise encumber them, except in the normal course of business.
GKB Nederland is entitled to unrestricted access to the Products owned by them. The Customer shall cooperate with GKB Nederland to enable GKB Nederland to exercise the retention of title as stated in article 7.1 by repossessing the Products, including any necessary disassembly.
If and as long as GKB Netherlands is the owner of the Products, the Customer shall immediately inform GKB Netherlands when they are (threatened to be) seized or otherwise claimed (any part of) the Products. Additionally, the Customer must expressly notify the third party of GKB Netherlands' (property) rights.
The Customer is obligated to insure and keep insured, at their own expense, the Products delivered to them under retention of title against damage and theft. Upon first request by GKB Netherlands, the Customer must provide access to the relevant insurance policies.

Article 9 - Complaints and Claims

GKB Nederland guarantees that the Products comply with any provided specifications upon delivery and meet the industry's customary requirements and standards for use of the Product within the Netherlands at the time of entering into the (first or framework) Agreement. Only substantial deviations from the Written agreed drawings, technical descriptions, images, colors, dimensions, weight specifications, material indications, quantities, schedules, actions, directions, and anything else, entitle the Customer to lodge a complaint, replacement, compensation for damages, or any other right.
The Customer cannot derive any rights from information and advice provided by GKB Netherlands that do not relate to the Agreement or the Products.
Complaints regarding visible defects (in quality or quantity) must be made immediately upon discovery but no later than five (5) Days after the delivery of the Products by registered letter and stating the reasons, under penalty of forfeiture of rights. Complaints about non-visible defects must be made immediately upon discovery but no later than five (5) Days after the discovery by registered letter and stating the reasons, under penalty of forfeiture of rights.
A complaint must contain at least a detailed and accurate description of the defect as well as a statement of further information from which it can be inferred that the delivered items rejected by the Customer are identical.
If the complaints concern a part of the delivered items, this cannot lead to the rejection of the entire batch unless the delivered batch, in such a case, cannot reasonably be considered usable.
The mere fact that a complaint is being investigated does not automatically imply that GKB Netherlands acknowledges any liability in this regard.
Legal actions must be initiated within 1 (one) year after the timely complaint, failing which they will be forfeited.
GKB Nederland cannot be held liable for defects arising from incorrect use or storage of the Product or from actions, including but not limited to adjustments, modifications, assembly, repairs, and transportation of the Product, not performed by GKB Nederland. GKB Nederland also cannot be held liable for defects resulting from accidents that cannot be attributed to GKB Nederland.
Provided that a complaint is made in accordance with the provisions of this article and on valid grounds, GKB Nederland will, at its discretion, either replace the defective Product free of charge upon return of the faulty Products or repair the relevant Products free of charge. GKB Nederland reserves the right to supply similar Products. By fulfilling one of the aforementioned obligations, GKB Nederland is fully discharged from its (warranty) obligations in this regard.
In the event of an unjustified complaint, the costs associated with it will be borne by the Customer.

Article 10 – Liability

GKB Nederland is not liable for damages suffered by the Customer or third parties, except to the extent that such damage is directly caused by intent or conscious recklessness on the part of GKB Nederland.
Notwithstanding the provisions in the previous clause, the liability of GKB Nederland towards the Customer is in all cases limited to the amount paid out under the liability insurance policies of GKB Nederland. Insofar as, for whatever reason, the insurer does not make any payment, the liability of GKB Nederland is limited to a maximum of EUR 10,000 per year.
GKB Nederland is in no event liable for indirect damages such as consequential damages, delay damages, and loss of profit or revenue.
The Customer shall indemnify GKB Nederland against all claims from third parties, directly or indirectly related to (the use of) the Products, and compensate GKB Nederland for all damages it incurs as a result of such claims.

Article 11 – Force Majeure at GKB Nederland

In case GKB Nederland is prevented from fulfilling its obligations towards the Customer due to force majeure, the deadline for GKB Nederland to fulfill its obligations shall be extended. Force majeure shall include, in addition to what is understood by it in literature and case law, any circumstance beyond the control of GKB Nederland, including but not limited to fire, natural disasters, epidemics and pandemics, illness of persons working at GKB Nederland, strikes, new or revised laws and regulations including guidelines and instructions, measures by the government, breakdown of machines and/or malfunctions, lack of necessary raw materials, materials, labor, semi-finished products, equipment, fuel or transport, trade, import, export, and transportation barriers, whether they occur at the company of GKB Nederland or at suppliers. If, at its discretion and/or at the direction of (government) authorities, GKB Nederland takes measures to prevent or limit the aforementioned circumstances, and these measures restrict GKB Nederland in fulfilling its obligations towards the Customer, then the taking of these measures qualifies as an independent force majeure situation.
If the force majeure situation entails limited stock or limited production capacity, then GKB Nederland is free to distribute the stock or capacity among its customers at its own discretion.
If the force majeure situation has lasted for more than six months, or it is established that it will last for more than six months, then GKB Nederland has the right to terminate the Agreement for the part that has not yet been fulfilled by GKB Nederland.
In case of force majeure, the Buyer is not entitled to compensation.

Article 12 – Suspension, Termination, and Cancellation

GKB Nederland can terminate an Agreement entered into or arising for an indefinite period at any time, observing the agreed termination rules or by giving a notice period of up to one month.
If the Buyer fails to fulfill any obligation towards GKB Nederland, or if GKB Nederland reasonably expects the Buyer to fail in fulfilling any obligation towards GKB Nederland, GKB Nederland has the right to suspend the (further) execution of its obligations under the Agreement by means of a written notice, without being obliged to pay any compensation, without prejudice to its other rights.
In the event that the Buyer:

is declared bankrupt, is admitted to the Legal Debt Restructuring Scheme for Natural Persons, requests his own bankruptcy or suspension of payment or admission to the Legal Debt Restructuring Scheme for Natural Persons, renounces his estate, or if seizure is made of (a portion of) his assets;
is placed under guardianship or otherwise loses the power of disposition over his assets or parts thereof;
ceases or transfers his business, or a part thereof, including the contribution of his business to a newly established or existing company, or proceeds to change the purpose of his business;
passes away;
fails to fulfill, fails to fulfill in a timely manner, and/or fails to fulfill properly any obligation imposed on him by law or under the Agreement or General Terms and Conditions;

GKB Nederland is entitled to terminate the Agreement immediately, without notice of default or judicial intervention, in whole or in part, by means of a written notice, without prejudice to its other rights.

Article 13 – Intellectual Property

All intellectual property rights relating to the Products and the visual material offered by GKB Nederland are exclusively owned by GKB Nederland or its licensors. Customer acknowledges these rights and guarantees that it will refrain from any infringement thereof. Customer is not permitted to reproduce, disclose, copy, counterfeit, or modify the Products and visual material of GKB Nederland without prior permission from GKB Nederland.
GKB Nederland indemnifies Customer against claims relating to the Products supplied and/or provided by GKB Nederland regarding infringement of intellectual property rights valid in the Netherlands, provided that Customer (a) immediately informs GKB Nederland of the existence and content of the legal action; and (b) leaves the handling of the matter, including settlement, entirely to GKB Nederland. Customer shall provide full cooperation with the necessary formalities and, if necessary, allow GKB Nederland to defend against these legal actions on behalf of Customer. This indemnification obligation shall lapse if the infringement is related to modifications made by Customer to the Products or made on Customer's behalf, if the third-party claim relates to visual material offered by Customer to GKB Nederland, as well as in the event of Customer's breach of these General Terms and Conditions.
If it is irrevocably determined by a court of law that the Products infringe upon a third party's intellectual property rights, or if, in the opinion of GKB Nederland, there is a reasonable chance of infringement occurring, GKB Nederland will, if possible, ensure that Customer can continue to use the delivered or provided Products, for example, by modifying the infringing parts or by acquiring a user license for Customer. GKB Nederland also has the right, at its sole discretion, to take back the delivered items against a credit for the acquisition costs, minus a reasonable fee for use. Any other or further liability or indemnification obligation of GKB Nederland towards Customer for infringement of third-party intellectual property rights is excluded.
GKB Nederland offers Customer the opportunity to provide certain Products with their own imagery, such as logos, photos, and other images, which GKB Nederland prints on the Products. Such imagery is often protected by intellectual property rights (of third parties), including but not limited to copyright and trademark rights. Customer guarantees that the imagery provided to GKB Nederland can lawfully be printed on the Products by GKB Nederland and does not infringe upon the intellectual property rights of third parties. Additionally, Customer guarantees that the provided imagery is not contrary to public order and morality.
Customer indemnifies GKB Nederland and will fully indemnify GKB Nederland against all claims from third parties related to the imagery provided by Customer, as well as in the event that the aforementioned warranties are breached.
GKB Nederland reserves the right to refuse imagery provided by the Customer, solely at the discretion of GKB Nederland. GKB Nederland also reserves the right to report to the Police if GKB Nederland suspects that the provided imagery is illegal and/or if criminal activities are visible in the imagery.
GKB Nederland is authorized to affix visible or invisible numbers or other types of codes to the Products to trace their origin.

Article 14 – Confidentiality

Customer and its (whether or not borrowed) personnel, as well as third parties engaged by Customer and their (whether or not borrowed) personnel, are obliged to keep confidential all information that Customer knows or reasonably should know is confidential, and to use it exclusively for the execution of the Agreement.
Confidential information includes, but is not limited to: personal data, data that can be traced back to clients of GKB Nederland, methods and business data of GKB Nederland, and (intellectual) rights underlying the Product provided by GKB Nederland, such as designs, concepts, advice, simulations, models, etc.

Article 15 – Disputes and Applicable Law

These General Terms and Conditions (including this Article 14.1), as well as the Agreement, are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
Any disputes arising from these General Terms and Conditions or the Agreement shall be exclusively submitted to the competent court of the District Court of Northern Netherlands, located in Groningen. However, GKB Nederland reserves the right to bring claims against the buyer before other judicial authorities that are competent to hear such claims.