Article 1 – Definitions
In these General Conditions the terms beneath are used in the following meaning, unless otherwise indicated:
1. Think Paper: the authorized and copyrighted editor(s) of the Think Paper brand and the company that offers products and services to its Customers, statutory established in Stockport, United Kingdom, with registered office at Paardestraat 5, 6131 HA Sittard, the Netherlands.
2. Customer: the counterparty of Think Paper, the (represented) private person or legal entity from which Think Paper has accepted an order or with whom Think Paper has negotiated or has been negotiating – in every way possible- about supplying an assignment.
3. Agreement: the service and/or product agreement or contract between Think Paper and Customer.
4. Days: Calendar days
Article 2 – Contact details
Think Paper LLP (Office/Showroom)
Paardestraat 5, 6131 HA Sittard
Think Paper LLP (Office)
Paardestraat 5, 6131 HA Sittard
For sales and orders contact:
For PR and marketing contact:
COC number: 65528727
VAT number: NL856148738B01
Article 3 – Applicability
1. These General Conditions apply to and form an integral part of all offers, quotations and service and/or product agreements concluded between Customer and Think Paper.
2. The General Conditions also apply to all agreements with Think Paper, for which third parties have to be involved.
3. Possible deviations from these General Conditions are only valid when they have been agreed upon expressly and in writing and only refer to the assignments for which these have been agreed upon, not for earlier or later orders.
4. The applicability of eventual purchase or other conditions of the customer is excluded, unless these conditions have been declared applicable for this assignment expressly and in writing by Think Paper.
Article 4 – Quotations, offers & agreements
1. Unless otherwise stated, any offer/quotation by Think Paper is subject to contract.
2. An agreement shall take effect once an offer/quotation is accepted by Customer and Think Paper (verbal, written and/or signed).
3. Orders for services and/or goods made on demand (called: specials) cannot be cancelled.
4. Sometimes things can be too good to be true. Apparent mistakes or errors in our offer(s)/quotation(s), like a very low price, do not bind Think Paper. The Customer cannot derive any rights from such offers. If prices, discounts or delivery dates are based on an apparent error, Think Paper may correct the mistakes or cancel the order.
5. The prices in offers/quotations are exclusive 21% VAT and other governmental impositions unless otherwise indicated.
6. Offers/quotations are not automatically valid for future assignments.
Article 5 – Prices and payment
1. All quoted prices used in quotations, invoices and agreements are in Euro (€).
2. Prices in quotations, invoices and agreements are exclusive 21% VAT and other government duties or taxes, as well as costs incurred in the context of the agreement, such as administrative, shipping and COD charges unless otherwise indicated. These costs will be added to the sales price and form a part of the agreed invoiced amount due by Customer.
3. If an additional discount is agreed for the purchase of a certain quantity or range in an order, Think Paper is not obliged to apply the additional discount if fewer or different goods than those agreed are actually ordered.
4. All taxes, charges and other levies arising outside the European Union shall be borne by the Customer. The Customer shall be responsible for obtaining any official approvals such as import permits; any costs associated therewith shall be borne by the Customer.
5. Unless expressly agreed otherwise, all orders are accepted on the basis of prepayment.
5.1. Payment condition for prepayment: in case delivery of any order agreed on prepayment condition takes place within the aforementioned terms, the invoiced amount must be paid on Think Papers’ bank account no later than 7 (seven) days prior to the scheduled delivery date.
5.2. Payment condition for down payment: in case delivery of any order agreed on down payment condition takes place within the aforementioned terms, the first invoiced amount (usually 50% (fifty percent) of the total payment) must be paid on Think Papers’ bank account no later than 7 (seven) days after signing the quotation. The second invoiced amount must be paid not later than 14 (fourteen) days upon invoice date.
5.3. Payment condition for post payment: in case delivery of any order agreed on post payment condition takes place within the aforementioned terms, the invoiced amount must be paid on Think Papers’ bank account not later than 14 (fourteen) days upon invoice date.
6. If the invoiced amount is not paid into the bank account of Think Paper within the payment term, then the Customer is in default without any notice being required. If the Customer defaults on its payment either in part or in whole, Think Paper shall be entitled, without prejudice to its rights, to charge interest on the overdue payment from this point in time at an interest rate that is 8% (eight percent) above the base rate set by the European Central Bank, in addition to the Value Added Tax due by law. Think Paper shall be able to claim additional damages if they can be proved.
7. In the event that collection is necessary all collection costs are payable by Customer equal to 10% (ten percent) of the principal owed with a minimum of 500 Euro (€). If the debt collection involves court proceedings then all legal costs, including legal advice and representation in court and out of court, as well as all execution costs, shall be for Customers’ account.
8. Even if the Customer is of the opinion that the quality of the delivered goods (Products) or services (Specials) is not in accordance with the agreed goods or services, this does not release him/her from the obligation to pay. The Customer has no right to any deductions, discount, adjournment or set off unless these conditions have been declared applicable for this assignment expressly and in writing by Think Paper.
9. If Think Paper has already provided the services (Specials) at the point in time when the Customer rescinds the contract, the Customer shall be bound to pay for these services.
10. If fewer goods (Products) are delivered, or received in good condition, than invoiced, and Customer objects in good time, Customer remains liable for the amount invoiced in respect of the goods received in undamaged condition.
11. In the event of any default by Customer in the payment of any amounts or charges due, Think Paper has the right to postpone any further deliveries of any goods (Products) and/or services (Specials), without being liable for any losses by Customer. Such right shall be in addition to, and not in lieu of, any other rights and remedies available under the agreement or at law.
Article 6 – Execution of the agreement
1. Think Paper will execute the agreements accepted by her to her best knowledge and ability and hereby observe the care of a good contractor.
2. The result of the agreement is only meant for the Customer. Third parties cannot derive any rights from it.
3. If necessary Think Paper is free to have herself assisted with the execution of the assignment by external experts.
4. Think Paper is, with exclusion of anybody else, the rightful owner of all data gathered during the execution of assignments. Think Paper has the right to execute all intellectual rights of ownership, also after the assignment has been cancelled or concluded.
5. The Customer ensures that all data, which Think Paper indicates is necessary or which the Customer reasonably
understands to be necessary for the execution of the agreement, shall be provided on time to Think Paper. If the required data is not timely provided to Think Paper, Think Paper has the right to suspend the execution of the agreement and/or charge additional costs according to the usual rates resulting from the delay.
6. Customer shall indemnify Think Paper for any claims from third parties who may sustain in connection with the execution of the agreement and attributable to the Customer.
Article 7 – Data from the customer
1. It is the Customers’ responsibility that Think Paper is provided in time and properly with all data and changes herein, in the form and the way of which the user indicates they are necessary or of which the Customer reasonably should understand that these are necessary at the start and during (before) the execution of the assignment. When Think Paper has not been provided in time and properly with the data necessary for the execution of the agreement, Think Paper is entitled to postpone the execution of the agreement and/or to charge the Customer with the additional costs resulting from the delay according to the usual rates.
2. It is the responsibility of the Customer that all means and services of which Think Paper indicates they are necessary for the execution of the agreement or of which the Customer reasonably should understand that they are necessary for the execution of the agreement, are at users disposal in time and at all times and function properly. When the means necessary for the execution of the agreement are not sufficiently at the Think Papers’ disposal, Think Paper is entitled to postpone the execution of the agreement and/or to charge the Customer with the additional costs resulting from the delay according to the usual rates.
3. Customer guarantees the correctness, completeness and reliability of the data, means and services supplied to Think Paper by him or on his behalf. Customer is not liable for damage of any nature caused by the fact that Think Paper departed from incorrect and/or incomplete data supplied by the Customer, unless this incorrectness or incompleteness should be known to Think Paper.
4. Customer is bound to inform Think Paper immediately about changes in the supplied data and such, and about other facts and circumstances that may be important in relation to the execution of the agreement.
Article 8 – Shipping, delivery, transport
1. Think Paper shall always use commercially reasonable efforts to deliver the services or goods within the delivery term. However, unless explicitly agreed otherwise in writing, delivery dates communicated in or acknowledged by Think Paper are approximate dates. Think Paper shall not be liable or be in breach of its obligations, when delivery is made sooner or later than the communicated delay.
2. On-time delivery on the part of Think Paper presupposes that its own external suppliers make correct and timely deliveries.
3. If the communicated delivery date is exceeded, Customer is still obliged to take delivery of the goods (Products) or services (Specials), unless before delivery Customer has put Think Paper in default, allowing Think Paper with a reasonable period to execute the agreement, and such term has also expired.
4. Think Paper may postpone any delivery in the case of production problems affecting the quantity of goods or the quality of goods produced. If such delay last longer than 3 (three) calendar months, either party may cancel the order. Think Paper is not liable for any losses, including lost profits or savings by Customer.
5. Unless explicitly agreed otherwise, any delivery is made under the following conditions:
Within the EU or EEA: DAP (Delivered At Place = delivery at premises Customer; duties, taxes and shipping costs are for Customers’ account) EU and EEA countries are: Austria, Belgium, Britain, Bulgaria, Croatia, Cyprus (the Greek part), Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland (EEA), Ireland, Italy, Latvia, Liechtenstein (EEA), Lithuania, Luxembourg, Malta, Netherlands, Norway (EEA), Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland (not an EU or EEA country, but EU rules do apply).
6. Think Paper is entitled to partial delivery of the goods (Products) or services (Specials).
7. Upon delivery, Customer shall check the condition of the packaging and, if this has any defects, Customer shall, in the presence of the carrier, open the packaging and check the goods for damage. 8. If the goods are damaged Customer shall refuse delivery of the goods and have the carrier take it back. It shall notify Think Paper immediately by e-mail if possible with a picture of the condition in which the goods and packaging have been delivered.
Article 9 – Cancellation
1. Unless notified otherwise, an order can be cancelled or changed 24 (twenty-four) hours following the date the order was made.
2. In other cases an order cannot be cancelled without the express consent of Think Paper.
Article 10 – Complaints and returns
1. If the goods delivered are not, in the opinion of the Customer, in accordance with the goods ordered or not all goods have been delivered, Customer shall immediately notify Think Paper by e-mail and in any event not later than the 7 (seven) days following the delivery date. Think Paper is not obliged to deal with complaints that have been received beyond this term. Any complaint filed by Customer must be specified as detailed as possible with a digital photo annexed to the email (to firstname.lastname@example.org)
2. Think Paper will answer these emails within a timeframe of 14 (fourteen) days. If your complaint requires more time, we will inform you on this.
3. If the complaint, according to Think Paper, is justified, then Think Paper has the choice:
3.1. To repair and/or replace the defect or missing goods, or;
3.2. To credit Customer the purchase price.
4. Defect goods may only be returned to Think Paper at Think Papers’ expense after Think Paper has given its prior written approval or Think Paper requested to return the defect goods.
5. Extra costs for mounting, dismounting or re-installation for replaced goods (Products) or goods taken back are fully at Customers’ charges.
Article 11 – Suspension and termination
1. Think Paper is entitled to suspend in whole or in part performance of its obligations under any agreement or to terminate the agreement if:
1.1. Customer has failed to comply on time, in full or at all with its obligations under previous agreements;
1.2. If having entered into the agreement, Think Paper has good reasons to fear that Customer will not (be able to) comply with its financial obligations;
1.3. Customer failed to supply the requested security or any adequate security.
2. If, due to delay on the part of Customer Think Paper cannot reasonably be expected to comply with the agreement upon the terms originally agreed, then Think Paper is entitled to cancel the agreement with immediate effect. Customer shall be liable towards Think Paper for any and all costs or damages, or loss in profits suffered by Think Paper.
3. Think Paper is entitled to terminate the agreement if circumstances arise whose nature and extent means that Think Paper cannot be expected according to the principles of reasonableness and fairness to perform the original agreement.
Article 12 – Changes to (product) specifications
1. Minor changes can occur in shape or color depending on the material the good is made of or design of the good.
2. Depending on the materials used for its manufacture, the original goods may change in the course of time, due to environmental influences (UV – light and other for lacquered goods, colors, fabrics and other).
3. Think Paper is constantly searching to improve its goods. Goods delivered may therefore technically differ from goods ordered.
Article 13 – Warranty
1. Think Paper warrants that the products fulfil the agreement and comply with the characteristics communicated by Think Paper and the then applicable legal standards.
2. Think Paper warrants that under normal use and in accordance with the Customer/User, or installation instructions and taking into account the product specification, the goods shall at the time of the delivery to Customer and for a period of 24 (twenty-four) months from the date of delivery, be free from defects in material or workmanship (normal wear a tear excepted) and shall be conform to the product specifications.
3. The warranty in article 12, paragraph 2 is considered void if the alleged defect or is found to have occurred as a result of:
3.1. Environmental of testing circumstances;
3.2. Misuse, use other than normal use in respect to the specific good (see spec-sheets on www.thinkpaper.nl). For example water damage to products not advertised as waterproof;
3.4. Improper installation
3.6. Improper storage
3.7. Any kind of damage as a result of repairs not executed by Think Paper or a third party appointed by Think Paper;
3.8. In the event changes or alterations were made to the products;
3.9. Improper maintenance;
3.10. In the event the product was used for other purposes not intended for the product.
Article 14 – Liability
1. Should Think Paper be liable, then this liability is restricted to what has been laid down in this stipulation.
2. Regarding goods (Products) delivered by Think Paper:
2.1. Think Paper shall not be liable for any lost profits or savings, loss of reputation or goodwill, indirect or incidental or consequential damages arising out or in connection with the sale of the good(s) (Products) or the use of these whether or not any claim is based on tort, warranty, contract or any other legal possibility, even in the circumstances that Think Paper has been advised of any risks.
2.2. Think Papers’ aggregate and cumulative liability shall not exceed an amount equal to 50% of the purchase value aggregate and cumulative.
3. Regarding services (Specials) rendered by / goods (Products) delivered by Think Paper:
3.1. Think Paper has never any liability for damage that, in whatever respect of form, is caused by external experts enlisted by Think Paper as well as by the use of resources, data or documents coming from Customer or third parties.
3.2. Think Paper is not liable for damage caused by the fact that Customer did not fulfil his obligation to supply information, resulting from article 7, paragraph 1, or the fact that the information supplied by Customer does not comply with what he vouches for according to article 7, paragraph 3., unless this damage is also caused by intention or comparable gross negligence.
3.3. At all times Think Papers’ liability shall at all times be limited to the maximum amount covered by Think Papers’ insurance for the type of damages.
3.4. Think Paper has never any liability for indirect damage, including result damage, lost profit, missed savings and damage caused by business stagnation, with the exception of intention or comparable gross negligence of Think Paper.
3.5. All legal claims towards Think Paper, claims on compensation of damage included, become out-of-date and/or expire after one year after of the claim has arised.
Article 15 – Force majeure
1. Parties are not bound to fulfil any obligation when they are obstructed to do so as a result of a circumstance for which they cannot be blamed. Neither are they bound to fulfil any obligation under the law, a legal act or in traffic valid views for which they cannot be hold accountable.
2. In these general conditions ‘force majeure‘ means: apart from what is stipulated in the law and the jurisprudence, all external circumstances, to be anticipated or not, on which Think Paper cannot exert any influence and which make it impossible for Think Paper to fulfil her obligations. For example: import and export bans or controls by, or due to, any government or power, the failure of suppliers or service providers of Think Paper to deliver on time or at all, suspension of work by, or a high amount of sick leave amongst, the employees of Think Paper or its suppliers.
3. Think Paper is also entitled to appeal to force majeure when the circumstance that obstructs (further) fulfilment sets in after Think Paper should have fulfilled her obligations.
4. During the period of force majeure parties can postpone the obligations from the agreement. When this periods lasts longer than 3 (three) months each of the parties is entitled to dissolve the agreement, without any obligation to compensation of damages to the other party.
5. As far as Think Paper during the period of force majeure has meanwhile partly fulfilled or will be able to fulfil her obligations from the agreement, and when the part fulfilled or still to be fulfilled has any value of its own, Think Paper has the right to charge the already fulfilled part, resp. the part still to fulfil separately. Customer is bound to pay this declaration as if it were a separate agreement.
Article 16 – Secrecy
1. Both parties, including enlisted experts, are bound to secrecy of all confidential information they obtained from each other or from any other source within the scope of their agreement. Information id considered to be confidential when it has been informed by the other party or when it results from the nature of the agreement.
2. When, because of a legal stipulation or a judicial sentence, Think Paper is bound to supply confidential information tothird parties to be indicated by the law or the authorized judge, and Think Paper cannot appeal to a legal right, recognized or allowed by the authorized judge, to refuse to give evidence, Think Paper is not bound to compensate damages and the other party is not entitled to dissolve the agreement because of any damage caused.
Article 17 – Retention of title
1. All goods delivered remain the property of Think Paper until Customer has fulfilled its obligations to Think Paper in full. If any invoice remains unpaid, Think Papers’ retention of title shall also cover all goods previously delivered which have been paid for by Customer.
2. Goods that are subject to retention of title may only be sold in the context of normal business practice and may not be pledged or otherwise encumber the goods subject to retention of title.
3. If any attachment is levied by a third party upon the goods subject to retention of title, then Customer shall inform the third party levying the attachment of the retention of title and notify Think Paper of this immediately.
4. Customer undertakes to keep insured the goods subject to the retention of title against fire, explosion, or water damage, as well as against theft. On demand by Think Paper, Customer shall provide a copy of the insurance policy, as well as ensure that the rights under the insurance policy covering the goods subject to the retention of title shall be transferred to Think Paper or that Think Paper is subrogated in these rights.
Article 18 – Intellectual ownership and copyrights
1. Think Paper retains the rights and powers it accrues on the basis of the Copyright Act and other intellectual and industrial legislation and regulations relating to all the goods or services it supplies, insofar as these rights do not belong to any third party.
2. Customer may not have goods supplied by Think Paper copied elsewhere, or manufacture imitations thereof that differ in only minor details from the goods supplied, or become directly or directly involved in this.
3. Copyright or any other intellectual property of sketches, designs or models in whatever phase of elaboration these are and have been delivered to or shown to Customer, remain the full property of Think Paper and may not be used otherwise that agreed in writing and solely for that specific purpose. Any permitted use does not mean that intellectual property rights have been transferred.
4. Without a prior written permission by Think Paper, Customer is not allowed to copy pictures, designs, brochures and other material or to use the information on its internet site. Permission by Think Paper does not affect the rights of the author of the information provided.
Article 19 – Disputes
1. On all bids, inquiries, assignments and agreements and on the execution by Think Paper of assignments Dutch law is applicable.
2. Parties will only call on the judge after they have done everything possible to settle a dispute by mutual agreement.
3. All disputes, including those who are considered as such by only one of the parties, resulting from or connected with the agreement upon which these conditions are applicable, both of practical and legal nature, will be settled by arbitration, according to the rules of the Dutch Arbitration Institute.
4. This arbitration clause does not exclude the authority of both parties in urgent cases to turn to the president of the district court in summary proceedings. In this case only the president of the district court within the area where Think Paper is established is authorized to take precautionary measures and has the means to maintain them.
5. This arbitration clause does not exclude either the authority of Think Paper to turn to the authorized civil judge in order to collect payment of an invoice and the herewith related interest and debt- collection charges, in case the term of payment according to article 5 is exceeded. In this case only the civil judge of the district within the area where Think Paper is established is authorized, insofar legal regulations allow this.
6. The stipulations of paragraphs 4 and 5 of this article do not affect the right of Think Paper to present the dispute to the president of the district court or the civil judge, who is authorized according to the common rules of competence.
Article 20 – Applicable law
1. On the realization of assignments, including the negotiations about the execution or fulfilling of these assignments, Dutch law is exclusively applicable, if necessary explicitly ignoring the right that, according to international private law, would be applicable to one party or both parties.
Article 21 – Revision and location of the General Conditions
1. These General Conditions can be quoted as the ‘General Conditions Think Paper 2015’.
2. Think Paper has the right to revise these General Conditions.
3. Changes to these General Conditions will only apply from the moment they have been published by Think Paper and only apply to purchases made after these terms were published. Applicable is always the last deposited version, published on www.thinkpaper.nl/general-conditions.
4. In exception of Article 21, paragraph 2, if any provisions in these General Conditions are void or revoked by the courts, the remaining provisions remain in force. Think Paper and Customer shall negotiate substitute provisions that are in line with the original provisions in terms of purpose and scope.
5. In the event that these General Conditions are available in a language other than Dutch, and there is any dispute as to interpretation or explanation, the Dutch text of these General Conditions shall prevail.