Terms and conditions

General Terms & Conditions

Article 1: Definitions

In these general terms and conditions, the following terms are defined as stated below:

Client: the party, natural or legal person, who has instructed paqt to manufacture items or to perform work and/or services;
The private limited company paqt .B.V, with its registered office in Haarlem and registered with the Chamber of Commerce under number 78522048, (hereinafter referred to as “paqt”): the legal person that has accepted the assignment as referred to under (a) or has submitted a quotation or offer prior to a possible assignment, or the contractor;
Data carriers: magnetic tapes and disks, optical disks and all other means intended for recording, editing, transmitting or duplicating or publishing texts, images or other data with the aid of equipment.

Article 2: General

Paqt is a creative and innovative concept and production agency engaged in various activities, including creating and developing, possibly with the help of other parties, sustainable B2B marketing concepts, as well as conducting project management and engaging third parties to implement this.
These general terms apply to all work, designs and samples, items, products, services and documents such as quotations, agreements and deliveries of paqt. If one or more provisions of these general terms are invalid or invalidated, the other provisions of these general terms remain fully applicable.
General terms (of purchase or delivery) of the Client and their applicability are hereby explicitly rejected. The general terms (of purchase) of the client are only applicable if it has been explicitly agreed in writing that they apply to the agreement between the parties, to the exclusion of these general terms of delivery.

Article 3: Offers, quotations

Merely issuing a (cost) estimate or similar statement, regardless of whether or not it is designated as a quotation, will never oblige paqt to enter into an agreement with the client.
All information in quotations or offers, including samples and designs, are indicative, and this particularly applies to dimensions, printing quality, pixels, folds, design, etc.
Paqt’s offers are always without obligation.

Article 4: Cancellation

The Client is entitled to cancel an agreement before paqt has started work under the agreement in question, provided the Client reimburses paqt for any ensuing losses. Such losses include losses suffered and loss of profit by paqt and any expenses already incurred by paqt for preparations, including the costs of reserved production capacity, purchased materials, samples, layouts and time spent in connection with design, services and storage space already procured.

Article 5: Price

All prices quoted are exclusive of turnover tax (VAT) and other government levies.
The price quoted by paqt for the service to be provided by it applies only to the service in accordance with the agreed specifications.
In the case of compound offers, there is no obligation to deliver part of the total performance for the amount stated in the offer for this part or for a proportional part of the price stated for the whole.
If no price has been agreed on between the parties, but the parties have concluded one or more agreements with the same or virtually the same content in the year before the agreement, the price will be calculated on the basis of the production methods used and the calculation rates applied.
If outside the application of the provisions of the previous paragraph of this article, no price has been agreed on between the parties, if a price has only been issued by way of estimate or if the agreed price can be changed by virtue of these general terms, the price or the change will be determined on an amount considered reasonable in the printing industry.
Paqt reserves the right to raise or is obliged to lower the agreed price if the client makes any changes to originally agreed specifications, including corrections by the author or amended instructions after receiving designs, working drawings, models, and typesetting, printing and other proofs. Within the boundaries of what can be considered reasonable, paqt will accept such changes, provided that the contents of its performance will not materially deviate from the originally agreed performance.
Text that requires above-average editing, unclear copy, drafts, drawings, or models, defective data carriers, defective computer software or data files, faulty delivery of required materials or products by the client, and all similar deliveries by the client that lead to extra work or extra expenses for paqt in comparison to the work and costs paqt could, in all reasonableness, expect when the agreement was entered into, will be grounds for an increase of the agreed price. Exceptional processing difficulties or processing difficulties that could not reasonably be foreseen and which ensue from the materials and products to be processed are grounds for an increase of the agreed price.

Article 6: Payments

Unless agreed otherwise, the client will be required to pay the agreed price and other payables under the agreement within 30 days after the invoice date, without being entitled to any discounts, set-off or payment term extensions. This aforementioned term is a final deadline. Failure to pay will cause the client to be in default, without any notice of default from paqt being required.
In the case of an agreement for partial delivery, paqt reserves the right to demand not only payment of the agreed price of the delivered part of the order, but also payment of costs incurred for the entire order, such as the costs of work, lithographs and proofs.
Irrespective of the agreed payment conditions, the client is obliged to provide security at paqt’s first request for the payment of the amounts to be paid to paqt under the agreement. The security that is offered must be such that the claim, plus any interest thereupon and costs, is properly covered and that paqt can have recourse against that without any problems. Any security that has subsequently become insufficient will have to be supplemented to sufficient security at paqt’s first request.

Article 7: Delivery, term of delivery and retention of title

A delivery term specified by paqt will only be for information purposes, unless the parties have explicitly agreed in writing that it is indeed a deadline.
A deadline will no longer be binding on paqt if the client wants to make a change or changes to the specifications for the work or if the minor significance of such a change or the minor delay does not reasonably force paqt to reschedule its initial production capacity reservation.
In its performance of the agreement, the client is towards paqt obliged to do anything that may in all reasonableness be required or desirable to enable timely delivery by paqt, especially to reply to queries from paqt without delay, to prevent defective deliveries.
If the client fails to comply with the stipulations from the previous paragraph, an agreed deadline or delivery term will no longer be binding, while the client will be considered to be in default, without written notice of default by paqt being required. In that case, paqt, without prejudice to the rights that accrue to it by law, has the right to suspend its compliance with the agreement until the client is no longer in default. As soon as the client has restored its compliance, paqt will fulfil its obligations under the agreement within a reasonable term.
Delivery of the purchased items or works takes place ex-works.
The transport of the purchased items will be at the expense and risk of the client, unless agreed otherwise in writing. If paqt provides support in the transport and/or takes care of the operational part of the transport on behalf of the client, the transport remains at the expense and risk of the client.
Any delivery of items by paqt or its supplier to the client will be under retention of title until the client has met all its obligations under any agreement, including payment of interest and costs. Until that time, the client is obliged to keep the items delivered by paqt or its supplier separate from other items and clearly identified as the property of paqt and to keep them properly insured.
As long as the items delivered are subject to retention of title, the client is not permitted to encumber and/or sell the items outside his normal business operations.
After paqt has invoked its retention of title, it may take back the delivered items. The client allows paqt or the supplier designated by paqt to enter the place where the items are located.

Article 8: Inspection upon delivery, duty to complain & lapse of rights

Following delivery, the client is obliged to promptly inspect whether paqt has performed the agreement correctly, while the client is also obliged to immediately notify paqt in writing and by e-mail of anything to the contrary. The client must carry out the inspection and send the relevant notification within 14 days of delivery.
Paqt is entitled to rectify a previous unsatisfactory performance, unless the omission cannot be corrected.
Compliance with the agreement is deemed to be satisfactory by the parties if the client has failed to conduct the inspection or make the notification referred to in paragraph 1 of this article in a timely manner.
The performance by paqt is deemed satisfactory if the client has commissioned, treated or processed the items, or a part thereof, or has supplied them to third parties, or has had the items treated or processed, or supplied to third parties, unless the client has observed paragraph 1 of this article.
Complaints with regard to the delivered items must be reported in writing to paqt by the client within 14 days of the delivery date.
Rights of action and other powers of the client for whatever reason against paqt will, in any case, lapse after the expiry of one year from the moment an event occurs that entitles the client to exercise these rights and/or powers vis-à-vis paqt.

Article 9: Agreement contents and amendment

The client bears the risk of misconceptions regarding the contents and performance of the agreement, if such misconceptions are caused by the fact that paqt has not received specifications or other statements made verbally by a person designated by the client or sent through any kind of technological means such as a telephone and/or similar transmission media, or if paqt received these specifications late, with inaccuracies, or incompletely.

Article 10: Samples

The client is obliged to carefully check for errors and omissions in samples received from paqt, regardless of whether the client requested these samples or not, and to return the corrected or approved samples to paqt with due dispatch.
Paqt cannot be held liable for inconsistencies, errors, or omissions that went unnoticed in proofs that were corrected or approved by the client.
Any sample made at the client’s request will be charged on top of the agreed price unless the parties have expressly agreed that the costs of samples are included in the price.

Article 11: Third parties

Paqt is permitted to engage third parties for the performance of the assignment, the provision of services or the manufacture of the work. When hiring third parties, paqt will consult the client in advance as much as possible and it will exercise due care when selecting third parties. Paqt cannot be held liable for any breaches by these third parties. If an engaged third party wishes to limit his/her liability, paqt is authorised, also on behalf of the client, to accept this limitation of liability, or at least to invoke it against the client.

Article 12: Deviations

Deviations between the work delivered on the one hand and the original design, drawing, copy or model or samples on the other cannot constitute grounds for rejection, discount, dissolution of the agreement or compensation, if they are of minor significance.
When assessing whether or not deviations in the total of the work should be regarded as minor, a representative sample of the work is taken into account, unless it concerns individually determined items.
Deviations which, all circumstances considered, in all reasonableness have little to no effect on the practical value of the work, are deemed to be deviations of minor significance at all times.
With regard to the quality and grammage of paper and cardboard, minor deviations are considered to be deviations permitted under the tolerance standards stated in the General Terms of Delivery of the Association of Paper Wholesalers. The terms in question are available for inspection at paqt. Paqt will send the client a copy of these terms free of charge upon request.
Deviations in the other materials and semi-finished products used by paqt that are permitted in accordance with the general terms of sale pertaining to the delivery of these materials and semi-finished products, are regarded as deviations of minor significance. The terms in question are available for inspection at paqt. Paqt will send the client a copy of these terms free of charge upon request.

Article 13: Intellectual property

All intellectual property rights arising from the assignment belong and accrue to paqt. This means that, unless explicitly agreed otherwise in writing, paqt remains the owner of the intellectual property right that may arise on the work it has produced in the performance of the agreement, such as copy, type, design drawings, models, samples, designs, working and detail drawings, data carriers, computer software, data files, photographic recordings, lithographs, films and similar production and auxiliary materials, even if the activities concerned are stated as a separate item in the offer, the quotation or on the invoice.
Intellectual property rights include, among other things, all rights with regard to copyright, patent law and design right.
The work/items to which paragraph 1 applies include computer hardware, software, designs, design sketches, audio files, illustrations, drawings, templates, (scale) models, layouts, materials and prototypes.
Only paqt is authorised to document the rights as stated in paragraph 2 in a file or register.
The client indemnifies paqt against all claims from third parties and the client-specific intellectual property rights with regard to the items provided by the client as stated in paragraph 3.
Investigations into intellectual property rights on items provided by the client are at the expense and risk of the client.
Unless the parties have agreed otherwise in writing, the name of paqt must be stated on the work delivered.
Both parties do not need to keep the work for the assignment after completion of the assignment or termination of the agreement.
It is only possible to deviate from paragraphs 1, 2, 3, 4, 5, 6, 7 and 8 if this has been agreed on in writing.

Article 14: Licence

Unless otherwise agreed in writing, the client only obtains a licence to use the work, design, products or samples, of which paqt is the intellectual property owner. The client and its affiliated parties are not entitled to reproduce or distribute the work, product, design or this licence to third parties or competitors of paqt without paqt’s permission.
The licence is limited to what has been agreed on in writing, it is personal and in no way transferable unless otherwise agreed on in writing.
If the client changes, mutilates, damages and uses the provisional or final design in a way other than agreed, the client owes paqt compensation of at least three times the agreed fee, or compensation in reasonableness and fairness in relation to the infringement of paqt’s copyright.
Paragraph 3 also applies to natural and/or legal persons, including legal persons of which the client is or becomes the owner, or is or becomes part of, the client has changed its name to, or can be traced back to the client, in the sense of a partner, shareholder or employee, whether or not on behalf or with the approval of the client.
The burden of proof with regard to the preceding paragraphs 4 and 5 that the client does not infringe the contractor’s copyrights will at all times lie with the client.
The licence will expire if:
1. the client does not fulfil its (payment) obligations towards paqt. If the shortcoming is of minor importance in relation to the entire assignment, the licence will not be cancelled or partially cancelled.
2. the client withdraws, cancels, terminates or dissolves the assignment;
With due observance of the client’s interests, paqt reserves the right to use the design and other IP rights for its own promotion.

Article 15: Ownership of means of production

All items manufactured by paqt such as means of production, semi-finished products and auxiliary materials, and in particular typesetting, design drawings, designs, models, working and detail drawings, data carriers, computer software, data files, photographic recordings, lithographs, films, micro and macro montages, printing plates, screen printing forms, gravure cylinders, styes, cutting dies and shapes, (foil) embossing shapes, stamping plates and peripheral equipment remain the property of paqt, even if they are stated as a separate item on the quotation, in the offer or the invoice.
Paqt is not obliged to hand over the items referred to in paragraph 1 to the client.
Paqt is not obliged to store the items referred to in paragraph 1 for the client. If paqt and the client agree that these items will be stored by paqt, this will not be for longer than one year and paqt will not guarantee the items will be fit for repeated usage after storage.

Article 16: Materials and products supplied by the client

If the client and paqt have agreed that the client will deliver material or products for printing or processing, it must arrange for this delivery in a manner that is considered timely and sound for normal scheduled production. To that end, the client will ask paqt for instructions.
In addition to the material or products required for the agreed performance, the client is also obliged to supply a reasonable quantity for proofs and the like for the processing in question. To that end, the client will ask paqt for the indication. The client guarantees that paqt will receive a sufficient quantity. The confirmation of receipt of the material or products by paqt does not constitute an acknowledgement that a sufficient quantity or the quantity stated on the transport documents has been received.
Paqt is not obliged to check the suitability of the items received from the client prior to printing or processing.
Paqt cannot be held liable for failure to comply with the agreement if this is caused by extraordinary processing difficulties or processing difficulties that are reasonably unforeseeable for paqt, arising from the nature of the materials or products supplied by the client, nor if that is a consequence of deviations between the sample initially shown to paqt and the materials or products subsequently supplied by the client for the print run.
Paqt does not guarantee properties such as shelf life, adhesion, gloss, colour, light or colour fastness or wear resistance if the client has not, at the latest when entering into the agreement, stated the properties and nature of the materials or products supplied by him and has not provided reliable information about the pre-treatments and the surface treatments used.
Unless explicitly agreed otherwise, paqt can neither be held liable for loosening, sticking, smudging, changes in gloss or colour, nor for damage to materials and products as received from the client and to be printed or processed by pact if they have undergone a pre-treatment such as by applying lacquer, varnish or anti-stain powder.
Paqt is entitled to dispose of the residues such as cutting waste, etc. of the materials and products supplied by the client as if they were its property. At the request of paqt, the client is obliged to collect the unused materials and products, as well as the leftovers, from paqt.
The client is obliged to make copies of any copy, drawings, designs, photos or data carriers before supplying them to paqt. The client agrees to keep these copies in case items entrusted to paqt were to be lost or be rendered unusable due to damage while in paqt’s keeping. In such cases, the client agrees to provide paqt with a new copy at paqt’s request, against reimbursement of the material costs.
The client grants paqt a pledge on all items the client places under paqt’s control as part of complying with the agreement with paqt, which is intended as security for payables of the client to paqt of any kind and for any reason, including debts that are either not yet due and payable or suspended.

Article 17: Force majeure

Shortcomings in paqt’s compliance with the agreement cannot be attributed to it if they were not caused by paqt, nor can they lead to costs falling to paqt, not under the law, not under the agreement, and not under generally accepted practices.
Shortcomings in paqt’s compliance with the agreement due to war, pandemics, mobilisation, riots, floods, shipping traffic closures, other transport blocks, stagnation in, limitation, or cessation of supply by public utility companies, a lack of gas, petroleum or other resources for power generation, fire, machine breakdown and other accidents, strikes, exclusions, industrial action, export restrictions, other government measures, non-delivery of necessary materials or services by third parties, intent or gross negligence of auxiliary personnel and other similar circumstances are considered to be non-attributable to paqt, and neither will they give the client the right to dissolve the agreement, nor entitle it to compensation.

Article 18: Liability

Any liability and/or obligation of paqt, as well as of its directors and employee, those who effectively carry out the assignment and third parties engaged by paqt, to pay compensation, contractual and non-contractual, for any (legal) ground, is limited to the amount paid out to the client under paqt’s liability insurance in the case in question, plus the applicable excess. If and insofar as no payment is made under the aforementioned insurance for whatever reason, any liability and/or obligation to pay compensation of paqt is limited to a maximum amount of EUR 50,000.00.
Paqt is not liable for damage of any kind arising because or after the client has started using the manufactured items after delivery, has edited or processed them and delivered them to third parties, or has commissioned a third party to start using the manufactured items, to edit or process them, or to deliver them to other third parties.
Paqt is never liable for indirect damage, including any consequential damage, lost profits, missed savings and damage due to business interruptions on the part of the client.
Neither is paqt liable for damage to materials or products as received from the client and to be printed, edited or processed by pact, if the client has not, at the latest when entering into the agreement, stated the properties and nature of these materials or products and has not provided reliable information about the pre-treatments and the surface treatments used.
If paqt is held liable by a third party for any damage for which it is not liable under the agreement with the client or these terms, the client will fully indemnify paqt in this respect and pay paqt everything it must pay this third party.

Article 19: Penalty clause

When the client or its affiliated parties transfer samples, designs, artwork, model rights, copyrights or other IP rights (to work) of paqt, both the physical copies and the data files thereof, without the explicit written permission of the paqt’s management, allows inspection, makes them available or provides them to, or has them processed or produced by third parties or competitors of paqt, who run a comparable business and/or supply comparable products and/or provide comparable services as paqt or when the client violates or fails to comply with other provisions of Articles 13 and 14 of these general terms, the client, due to the single violation or non-compliance thereof, owes paqt, without the need for notice of default or judicial intervention, an immediately due and payable fine of EUR. 50,000.00 per violation or non-compliance, as well as a fine equal to EUR 2,500.00 for each day the violation or non-compliance continues, without prejudice to paqt’s right to claim compensation from the client for damage that exceeds this penalty clause, insofar as it has been paid to it.
This penalty clause is partly written on the basis that paqt wishes to protect itself against the situation that it develops a concept with artwork/design for (potential) clients, who then relinquish production elsewhere and therefore unlawfully use that artwork and those designs and the associated IP rights of paqt.

Article 20: Applicable law and choice of forum

All legal relationships between paqt and the client to which these general terms apply are governed by Dutch law.
The court in the district where paqt is located has exclusive jurisdiction to hear disputes between paqt and the client, unless mandatory provisions of law prescribe otherwise.