General Terms & Conditions

Definitions

ADS: the limited partnership "ADS Graphics BV", also trading under the name Allesomteprinten.nl and PrinterXL.nl having its registered office and principal place of business at Heraclesstraat 26, 5048 CG Tilburg, telephone number +31 (0)13 - 533 6625, [email protected], registered with the Chamber of Commerce under number 82359334, VAT number NL862433666B01.

Client: the party to whom ADS makes an offer or with whom ADS enters into an agreement.

Agreement: an agreement between ADS and Client under which ADS supplies goods and/or services to Client, such as an order (confirmation) or approved quotation, a service contract, a (purchase) agreement.

Services: consultancy, installation and assembly work, maintenance work, signing, printing, reproduction.

General Terms & Conditions: this document.

Website: the websites behind the domain names www.adsgraphics.nl or Allesomteprinten.nl and PrinterXL.nl.

Personalised Goods: Goods that ADS customises or in some other way personalises for Client.

 

Article 1: General

1.1 These General Terms and Conditions apply to all offers, quotations and agreements issued by ADS Graphics BV (hereinafter: ADS) relating to the supply of goods and/or services, regardless of the medium through which the agreement is concluded.

1.2 Deviations from these Terms and Conditions are valid only if expressly confirmed in writing by ADS.

1.3 Any general or purchasing conditions of the Client are hereby expressly excluded, even if ADS has not objected to them separately.

1.4 If any provision of these Terms and Conditions is declared invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision will be replaced by a clause that most closely reflects the intent of the original.

 

Article 2 : Formation of the Agreement

2.1 An Agreement is deemed concluded once the Client has accepted an offer from ADS or placed an order that has been confirmed in writing or by email by ADS.

2.2 Orders placed via the ADS webshops PrinterXL.nl or Allesomteprinten.nl constitute binding commitments as soon as the order confirmation is issued.

2.3 ADS reserves the right to refuse any order if the Client has provided incorrect information, has a history of non-payment, or if the financial risk is considered unacceptable.

2.4 The Client is solely responsible for ensuring that all information supplied to ADS for the purpose of executing the Agreement is accurate and complete. Any delay or additional cost resulting from inaccurate or incomplete information shall be borne by the Client.

 

Article 3: Prices

3.1 All prices quoted by ADS are expressed in euros and are exclusive of VAT, shipping and handling charges, unless otherwise stated.

3.2 ADS is entitled to adjust its prices to reflect changes in purchase costs, transport, wages, taxes, exchange rates or other cost-influencing factors.

3.3 If a price increase occurs after the Agreement has been concluded but before delivery, the Client may terminate the Agreement only if the increase exceeds 10% and does not result from statutory changes.

3.4 Obvious misprints or clerical errors in quotations or price lists shall not bind ADS.

 

Article 4: Delivery

4.1 Delivery takes place when the Client or a third party designated by the Client takes possession of the goods.

4.2 Any stated delivery times are estimates only and shall never be regarded as strict deadlines. Exceeding these times shall not entitle the Client to damages or cancellation.

4.3 ADS may deliver orders in partial shipments and invoice each part separately.

4.4 The risk of loss or damage passes to the Client at the moment the goods are physically received by or on behalf of the Client.

4.5 If delivery is delayed due to circumstances not attributable to ADS, the delivery period will be extended by the duration of those circumstances.

 

Article 5: Services

5.1 Where ADS provides services, they will be carried out to the best of its knowledge and ability and in accordance with professional standards.

5.2 Services are performed on the basis of information provided by the Client, who bears full responsibility for its accuracy and completeness.

5.3 All delivery periods for services are indicative. Delay shall not entitle the Client to damages or termination.

5.4 ADS may engage third parties for the execution of any service without prior consent from the Client.

5.5 If ADS is unable to perform the agreed work due to circumstances attributable to the Client (for example, lack of access, missing data or equipment), ADS may charge the resulting costs and reschedule the work at its discretion.

 

Article 6: Force Majeure

6.1 Force majeure means any circumstance beyond the reasonable control of ADS that temporarily or permanently prevents fulfilment of the Agreement, even if foreseeable at the time of contracting.

6.2 Circumstances considered force majeure include, but are not limited to: war, civil unrest, strikes, fire, flood, pandemics, government measures, transport delays, supplier failures, power or network outages, and other operational disruptions.

6.3 In the event of force majeure, ADS may suspend performance for as long as the situation continues, or—if performance has become permanently impossible—terminate the Agreement without liability for damages.

6.4 Where ADS has already partly fulfilled its obligations, it may invoice that part separately, and the Client shall pay the corresponding amount.

 

Article 7: Transport and Risk

7.1 Unless otherwise agreed, ADS determines the method of packaging and shipment.

7.2 Any special delivery or transport requests from the Client will be carried out only if the Client agrees to bear the additional costs.

7.3 The risk of loss or damage passes to the Client once the goods are physically received by or on behalf of the Client.

7.4 The Client must inspect the delivery immediately upon receipt and notify ADS in writing of any visible damage or shortages within five (5) working days.

 

Article 8: Payment

8.1 Unless otherwise agreed in writing, invoices must be paid within fourteen (14) days of the invoice date, without any deduction, set-off or suspension.

8.2 ADS may at any time require advance payment or delivery on a cash-on-delivery basis.

8.3 If payment is not received on time, the Client is automatically in default and owes statutory commercial interest on the outstanding amount from the due date.

8.4 All judicial and extrajudicial collection costs are fully payable by the Client.

8.5 In the event of late payment, suspension of payments or bankruptcy of the Client, ADS may suspend or terminate all ongoing Agreements immediately, without any obligation to pay damages.

8.6 Any agreed discounts or price arrangements lapse when the Client is in default.

8.7 Payments received are first applied to costs, then to interest, and finally to the principal amount.

 

Article 9: Retention of Title

9.1 All goods delivered by ADS remain the property of ADS until the Client has paid all amounts owed, including interest and costs.

9.2 Until ownership has passed, the Client may not sell, pledge or otherwise encumber the goods.

9.3 If the Client fails to meet its obligations or if there are reasonable grounds to fear such failure, ADS may reclaim the delivered goods without judicial intervention.

9.4 The costs of such recovery are borne entirely by the Client.

9.5 If third parties seek to seize goods delivered under retention of title or claim rights to them, the Client must inform ADS in writing without delay.

9.6 The Client is obliged to inform such third parties (including bailiffs or insolvency administrators) that the goods are owned by ADS until full payment has been made. ADS shall be entitled to recover the goods in that situation.

 

Article 10: Warranty

10.1 ADS warrants that the delivered goods conform to the agreed specifications and are suitable for normal use within the applicable technical limits.

10.2 The warranty period is six (6) months from delivery, unless the manufacturer grants a different term; in such case, the manufacturer’s warranty shall apply.

10.3 The warranty lapses in cases of improper use, inadequate maintenance, modifications or repairs by parties other than ADS, or use contrary to instructions.

10.4 No warranty applies to consumables such as ink or paper once the packaging has been opened.

10.5 For valid warranty claims, ADS will, at its sole discretion, repair, replace or credit the product.

10.6 A warranty claim does not suspend the Client’s payment obligations.

 

Article 11: Complaints and Returns

11.1 The Client must inspect the goods upon delivery. Any visible defects or discrepancies must be reported to ADS in writing within five (5) working days after receipt.

11.2 Hidden defects must be reported in writing within five (5) working days after discovery and no later than thirty (30) days after delivery.

11.3 Filing a complaint does not suspend the Client’s payment obligations, unless ADS has confirmed the complaint in writing.

11.4 Returns are accepted only with prior written authorisation from ADS and must be sent in the original, undamaged packaging.

11.5 All return shipments are at the Client’s expense and risk, unless ADS has confirmed otherwise in writing.

11.6 Goods produced or customised specifically for the Client (Personalised Goods) cannot be returned.

11.7 If a complaint is found to be justified, ADS will, at its discretion, replace, repair or credit the goods without any right to additional compensation.

 

Article 12: Product Information and Variations

12.1 All information, drawings, images and specifications provided by ADS are compiled with care but are for indication purposes only. Minor variations in colour, size or finish do not entitle the Client to cancellation or damages.

12.2 Apparent mistakes or clerical errors on the website, in quotations or confirmations are not binding on ADS.

12.3 If a product is temporarily unavailable, ADS will inform the Client as soon as possible and may offer an equivalent alternative if feasible.

 

Article 13: Personalised Goods

13.1 “Personalised Goods” means any product manufactured, adapted or marked specifically according to the Client’s instructions or design.

13.2 The Client is solely responsible for supplying complete and accurate data, materials or files for such goods.

13.3 Any errors or defects arising from incorrect or incomplete information provided by the Client are at the Client’s risk and expense.

13.4 Orders for Personalised Goods cannot be cancelled, revoked or returned.

13.5 ADS reserves the right to modify the design, production method or execution if necessary for quality or technical feasibility.

 

Article 14: Intellectual Property

14.1 All intellectual property rights relating to designs, documents, software, images, advice, or other materials supplied by ADS remain the exclusive property of ADS or its licensors.

14.2 No part of the supplied materials may be reproduced, disclosed, or made available to third parties without ADS’s prior written consent.

14.3 The Client is granted only a non-exclusive right of use for the agreed purpose.

14.4 If the Client provides materials, designs or files to ADS, the Client indemnifies ADS against any third-party claims concerning intellectual property infringement.

 

Article 15: Liability

15.1 ADS shall be liable only for direct damage resulting directly from a proven breach attributable to ADS.

15.2 In all cases, ADS’s liability is limited to the invoice value of the relevant delivery, with a maximum equal to the amount covered by ADS’s liability insurance.

15.3 ADS shall not be liable for any consequential loss, including loss of profit, missed savings, business interruption, or loss of data.

15.4 Any right to compensation shall lapse if the Client does not notify ADS in writing within a reasonable period after the damage has become known.

15.5 The above limitations do not apply in cases of intent or wilful recklessness by ADS or its managing officers.

15.6 ADS accepts no liability for data remaining on equipment offered by the Client for repair, trade-in, or recycling.

 

Article 16: Privacy and Data Protection

16.1 ADS processes personal data only in accordance with applicable data-protection legislation (GDPR).

16.2 Client data are used solely for fulfilling the Agreement, invoicing, customer service, and—where consent has been given—for marketing activities by ADS and its webshops PrinterXL.nl and Allesomteprinten.nl.

16.3 Personal data will not be shared with third parties unless required for performance of the Agreement or by law.

16.4 Clients have the right to access, correct or delete their personal data by contacting [email protected].

16.5 Equipment submitted to ADS for repair or trade-in may contain data. It is the Client’s responsibility to erase such data beforehand. ADS cannot be held liable for loss or disclosure of any remaining data.

 

Article 17: Term, Suspension and Termination

17.1 Where the Agreement is of indefinite duration (for example, a maintenance contract), either party may terminate it in writing with one (1) month’s notice, unless otherwise agreed.

17.2 ADS may suspend or terminate performance, in whole or in part, without judicial intervention if:

1. a) the Client fails to meet its obligations or is in default;
2. b) the Client applies for suspension of payment, is declared bankrupt, or ceases business; or
3. c) circumstances arise that make performance reasonably impossible or excessively burdensome.

17.3 In such cases ADS shall not be liable for any damages, and all amounts owed by the Client become immediately due and payable.

 

Article 18: Governing Law and Disputes

18.1 All legal relationships between ADS and the Client are governed exclusively by the laws of the Netherlands.

18.2 The United Nations Convention on Contracts for the International Sale of Goods (1980) is expressly excluded.

18.3 Disputes will preferably be settled amicably. If no settlement can be reached, disputes shall be submitted exclusively to the competent court in Breda, the Netherlands (District Court Zeeland-West Brabant).

18.4 Electronic communications, including email, constitute valid written evidence of agreements and declarations between the parties.

 

Article 19: Invoicing Requirements and Payment Procedures

19.1 The Client may not impose additional or deviating invoicing requirements after the Agreement has been concluded, unless expressly accepted in writing by ADS.

19.2 Submitting invoices through a digital portal, quoting specific reference numbers, or complying with internal administrative rules of the Client shall not be a condition for the invoice’s enforceability.

19.3 Failure to meet such internal requirements does not entitle the Client to suspend or refuse payment. The agreed payment term remains fully applicable.

19.4 Any costs, delays or consequences resulting from client-specific invoicing procedures or third-party platforms are entirely for the Client’s account and risk.

19.5 ADS may charge a reasonable fee if the Client requires invoices to be submitted in a non-standard manner or through specific systems.