General Delivery Terms & Conditions

SG Papertronics

Article 1: Definitions

1.1. User: SG Papertronics and its legal successors.
1.2. Customer: Natural and legal persons who conclude an agreement with SG Papertronics.

Article 2: General

2.1. These conditions apply to all offers and agreements between the user and the customer, unless explicitly deviated from in writing.
2.2. The user explicitly rejects the applicability of any conditions from the customer.
2.3. If any condition becomes void or invalid, the remaining conditions remain in force. The user and customer will work together to replace it with one that reflects the original intent.
2.4. These conditions also apply to agreements whereby user uses third parties for implementation.
2.5. In case of unclear terms, interpretation will follow the spirit of these terms and conditions.
2.6. The user may deviate from or implement these conditions differently to benefit the customer. This does not negate their validity.

Article 3: Offer

3.1. The offer is non-binding and valid for 14 days from the date of issue.
3.2. If the offer is not accepted in writing within this period, it expires and may be amended or withdrawn.
3.3. The user may amend or withdraw the offer if it is based on incorrect or incomplete information from the customer.

Article 4: Agreement

4.1. Agreements are made digitally or in writing and are indefinite unless otherwise stated.
4.2. The agreement includes services, deliverables, and pricing. Amendments require mutual written consent.
4.3. The user performs the agreement with due care, based on expertise, but does not guarantee results.
4.4. If divided into parts, the user may invoice separately and suspend parts pending approval.
4.5. The user may amend/suspend the agreement due to incorrect or incomplete customer information.
4.6. The user may terminate or modify the agreement with one month’s notice or immediately under exceptional circumstances.
4.7. The user may delegate the agreement in part or in full to third parties.
4.8. The user may suspend or terminate the agreement if the customer breaches the terms or creates justified concern.
4.9. The user may terminate the agreement without notice if the customer files for bankruptcy, debt restructuring, or business closure.

Article 5: Amendment of Conditions

5.1. The user may amend these terms. Changes take effect once disclosed to the customer.
5.2. The customer may terminate the agreement within two weeks of notification.
5.3. If the customer does not object, the user may assume acceptance.

Article 6: Periods

6.1. Periods begin after receiving materials/information from the customer and any agreed advance payment.
6.2. The user strives to meet agreed periods but is not liable for exceeding them.
6.3. Cancellation or refusal is only valid after written notice of default and a reasonable rectification period.

Article 7: Prices and Payment

7.1. Prices are exclusive of VAT.
7.2. Payment is due within 14 days of invoice date in the invoiced currency.
7.3. Invoice objections must be raised within 14 days.
7.4. Late payment results in default and statutory interest.
7.5. Continued default incurs recovery and legal costs.
7.6. Payments are first allocated to recovery costs, then interest, and finally the principal.
7.7. The customer may not offset or delay payment due to objections.
7.8. A deposit may be required and must be replenished if requested.

Article 8: Research and Defaults

8.1. The customer must inspect goods and report visible defects within 7 days; non-visible defects within 14 days.
8.2. Failure to report timely voids the right to remedy.
8.3. The user may investigate reports; unjustified claims incur costs for the customer.
8.4. The user may repair, replace, or reimburse.

Article 9: Retaining Ownership

9.1. Ownership remains with the user until all obligations are met. Goods may not be sold, pledged, or encumbered.
9.2. The customer must notify the user of third-party claims and insure the goods.
9.3. The user may reclaim goods and enter premises if necessary.

Article 10: Liability

10.1. Liability is limited to direct damages and the invoice value.
10.2. The user is not liable for indirect damages, lost profits, or issues from incorrect customer data or transport.
10.3. Direct damage includes:

  • Costs to determine cause/extent
  • Costs to implement the agreement correctly
  • Costs to prevent or limit damage
    10.4. Liability limitation does not apply in cases of intent or gross negligence.
    10.5. Customer-caused failure renders them liable for damages.
    10.6. The customer indemnifies the user against third-party claims related to the agreement.

Article 11: Intellectual Property

11.1. The user retains all intellectual property rights.
11.2. Knowledge gained may be reused, excluding confidential customer data.

Article 12: Force Majeure

12.1. Obligations are suspended during force majeure; the user will inform the customer promptly.
12.2. Force majeure includes uncontrollable external causes (e.g., strikes, illness, government actions).
12.3. The user is not liable for damages during force majeure.
12.4. Agreements may be terminated if force majeure lasts over 60 days.
12.5. Fulfilled or fulfillable parts of the agreement may be invoiced separately.

Article 13: Applicable Law and Disputes

13.1. Dutch law applies exclusively.
13.2. The court in the user’s location has jurisdiction unless otherwise mandated.
13.3. Parties will attempt amicable resolution before court proceedings.