Terms & conditions
The General Terms and Conditions of Jungle Cup part of BrandGoods B.V., with its registered office in Amsterdam, with offices in (1013AP) Amsterdam, at Danzigerkade 2, registered with the Chamber of Commerce in Amsterdam under number 70557675.
Article 1 – General
- In these general terms and conditions (“Terms and Conditions”) the following definitions apply:
- Supplier: BrandGoods B.V., trading under the name Jungle Cup.
- Customer: any natural or legal person who negotiates the conclusion of an agreement with Jungle Cup and/or enters into an agreement with Jungle Cup regarding the delivery of Products by Jungle Cup.
- Services: developing your own logo or design print when choosing a custom-made Jungle Cup. We also offer promotional and campaign material on request.
- Jungle Cup: Supplier
- Order: a request placed by the Customer towards the Supplier to supply Products and/or Services.
- Agreement: the agreement between the Customer and the Supplier with regard to the Assignment.
- Products: all goods delivered or to be delivered to the Customer for the performance of an Order, regardless of whether the Order exclusively comprises the delivery of those goods or (also) the provision of Services.
- Written: in writing and/or electronically by e-mail.
- Day(s): calendar day(s).
Article 2 – Applicability
- These terms and conditions are – with the express exclusion of the terms and conditions of Brandgoods B.V. – applicable to all Orders and requests for quotations placed by the Buyer, both electronically and non-electronically, the associated Agreement or agreements arising therefrom, as well as the Quotations and offers of the Supplier. They also apply to negotiations concerning such assignments or agreements, even if those negotiations do not lead to the conclusion of an agreement. The Supplier is deemed to make its offer on the basis of these terms and conditions.
- The applicability of general terms and conditions of the Customer, by whatever name, is expressly rejected by Jungle Cup.
- The nullity or non-applicability of one or more provisions contained in these General Terms and Conditions or part of a provision does not affect the operation and validity of the other provisions.
- If Jungle Cup does not require strict compliance with these General Terms and Conditions, it does not lose the right to demand strict compliance at a later time or in another case.
- 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 other General Terms and Conditions will remain fully applicable.
- Jungle Cup is entitled to unilaterally make changes to the General Terms and Conditions, which changed General Terms and Conditions will apply from the announced date and after the changed 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 recorded in Writing by (an authorized representative of) Jungle Cup and are valid until revoked by Jungle Cup.
Article 3 – Realization Agreement
- All offers, quotations, order confirmations and statements made by or on behalf of Jungle Cup are only addressed to the Customer, may not be distributed, count as one whole and cannot be accepted in part, are entirely without obligation, even if they term for acceptance, and can be revoked by Jungle Cup at any time, even after acceptance by the Customer. The data contained therein (including but not limited to images, color schemes, sizes and weights of the Products) are for indication and indication only.
- Any costs associated with issuing Quotations or offers are for the Supplier, unless agreed otherwise in writing.
- The Agreement is concluded by acceptance by the Customer of the offer made by the Supplier. In the case of an online order via the webshop, acceptance takes place by placing an order by the Customer. If the Customer requests a Quotation on the web shop, the Agreement is concluded by the unconditional written acceptance of the Quotation by the Customer.
- If no Quotation or offer has been made by the Supplier, or if the Customer and Supplier have reached an agreement by e-mail or in any other way and/or the Customer has given an Order to the Supplier other than electrically, the the Agreement is concluded if the Supplier has accepted the Order in writing.
- If the Customer does not accept an offer or quotation from Jungle Cup, Jungle Cup has the right to charge the costs involved in producing the offer or quotation to the Customer.
- The Customer is not entitled to cancel the Agreement in whole or in part. If the Customer nevertheless cancels in whole or in part, Jungle Cup remains entitled to charge the entire amount involved in the Agreement.
Article 4 – Prices and payment
- Jungle Cup offers its prices on its web shop in Euros, including transport costs in the Netherlands. Prices can, however, be displayed both inclusive and exclusive of VAT and transport costs. Obvious errors or clerical errors regarding the displayed prices and costs do not bind the Supplier. In cases where this is not expressly apparent from the Quotation or the Agreement, the Buyer must assume that the offered and agreed prices are in Euros and exclusive of VAT and transport costs. Other costs and taxes, levies and duties due by law are not included in the price and are for the account of the Customer. The Customer bears the exchange rate risk in the event of payment in foreign currency.
- If it is agreed with a Customer that a delivery will be transported by Jungle Cup to a location outside the Netherlands, the transport costs as well as additional customs clearance and other costs and levies will be borne by the Customer.
- Jungle Cup will invoice per delivery as a starting point, but is entitled to invoice periodically, partially or in advance at its own discretion.
- Jungle Cup is authorized to unilaterally adjust the prices if the costs on the basis of which the prices have been determined have increased. These include, but are not limited to, costs of raw materials, purchasing, transport, electricity, gas, (semi-)manufactured products and products obtained from third parties, personnel, social security costs, extra costs due to exchange rate changes, introduction of new or increase of existing levies and government taxes. Jungle Cup will inform the Customer in Writing of price increases.
- Unless otherwise agreed, payments must be made within 30 (thirty) days of the invoice date. All payment terms are fatal. The Customer will pay the invoiced amounts without deductions, discounts or settlements and is not entitled to suspend any payment obligation towards Jungle Cup.
- Jungle Cup is at all times authorized to demand an advance payment from the Customer, or any form of security, including but not limited to rights of pledge and bank guarantees.
- Jungle Cup is, in addition to the methods of settlement regulated by law, authorized to set off its claims against and debts to the Customer against debts to or claims against companies affiliated to the Customer.
- If the payment term is exceeded, discounts granted to the Customer will lapse, the Customer will be immediately in default and all claims of Jungle Cup against the Customer, for whatever reason, will be immediately due and payable. Furthermore, from the due date of the invoice, the Customer owes interest of 2.0% per (part of a) month on the outstanding amount until the moment of payment of the amount due. In addition, in the event of late payment, all judicial and extrajudicial costs for collection of the amount due will be borne by the Customer. The extrajudicial collection costs are set at 15% of the principal sum, including VAT, with a minimum of € 250, without prejudice to Jungle Cup's right to demand reimbursement of the actual costs if these costs are higher.
- The Customer is not authorized to suspend payments or other obligations, or to set them off against any claims against the Supplier, not even if a complaint turns out to be well-founded.
Article 5 – Delivery and delivery time
- Deliveries are made from Jungle Cup's business address, or via our fulfillment partner Nic Oud, located at Copernicusstraat 21; 1704 SV Heerhugowaard. If the transport to the Customer is organized or paid for by Jungle Cup, this is nevertheless at the risk of the Customer.
- Jungle Cup is entitled to perform the Agreement in various phases or deliveries.
- Agreed delivery times cannot be regarded as deadlines. Jungle Cup strives to inform the Customer about the estimated period by which the delivery time will be extended if the delivery time is exceeded, or if it becomes clear that it will exceed the delivery time. If the delivery time is exceeded, the Customer is not entitled to any compensation or dissolution, except in the event of intent or gross negligence on the part of Jungle Cup. If the Buyer gives Jungle Cup notice of default, this must be done in writing, whereby the term for compliance is at least three (3) Months.
- If Jungle Cup needs data and/or resources for the implementation of the Agreement that must be provided by the Customer, or the satisfaction of another obligation resting on the Customer under the Agreement, the delivery term will never commence before the day on which all necessary data and/or resources are in the possession of Jungle Cup or that the Customer has fulfilled the aforementioned obligation towards Jungle Cup, or the delivery term will be extended in accordance with the foregoing.
- The Product is in any case deemed to have been delivered by the Customer or any other recipient taking the Products into use, as well as by the Customer or any other recipient signing the consignment note or order form.
- If the Customer does not take delivery of the Products or does not take them in time, he will be in default without notice of default. In that case, Jungle Cup is entitled to store the Products at the expense and risk of the Customer or to deliver the Products as yet. The Customer continues to owe the amounts due under the Agreement, plus interest and costs (by way of compensation).
Article 6 – The implementation of the Agreement
- In order to enable the proper execution of the Agreement by Jungle Cup, the Customer must always deliver or make available to Jungle Cup all facilities, data and information that are necessary or useful for the proper execution of the Agreement in a timely and correct manner. to set. The Customer guarantees the correctness, timeliness, completeness and reliability of the data and information provided by the Customer to Jungle Cup.
- Jungle Cup can only transfer its rights and obligations under this Agreement to third parties with the prior consent of the Customer. Jungle Cup is obliged to have all permits, exemptions and other decisions required for the implementation of the Agreement available in a timely manner.
- Rights of the Customer arising from this Agreement and the underlying agreements cannot be transferred without the prior written consent of Jungle Cup. This provision applies as a clause with property law 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 to third parties, either wholly or in part, without the prior written consent of Jungle Cup. Jungle Cup's consent does not release the Customer from the obligations under this Agreement. The Customer indemnifies Jungle Cup against claims from third parties as a result of outsourcing the implementation of the obligations under the Agreement or the underlying agreements to third parties.
Article 7 – Designs, typesetting, printing and other proofs
- If agreed, Jungle Cup will print the Products according to a design by the Customer.
- The customer can also request Jungle Cup to produce a design. The costs for this are at the expense of the Customer, unless agreed otherwise. Designing will take place on the instructions of the Customer, whereby Jungle Cup may rely on the information and examples provided by the Customer. The customer guarantees and indemnifies Jungle Cup that the logos, documents, drawings and designs it provides are its intellectual property.
- All design drawings, moulds, moulds, pressure rollers, etc., whether or not at the request of the Customer, made by or on our behalf, even if these have been or will be charged to the Customer in whole or in part, remain the property of Jungle Cup.
- If an order is not forthcoming after a requested quotation, the costs of a design made for this purpose and any resources and materials already produced may be charged by Jungle Cup to the Customer. The other party is obliged to pay these costs.
- Before printing the Products according to a design of the Customer or according to a design approved by it, a printing proof will be submitted to the Customer in advance for assessment.
- The Customer is obliged to carefully examine the typesetting, printing or other proofs received from Jungle Cup for inaccuracies, imperfections or other defects and to return these corrected or approved to Jungle Cup without delay, but no later than within five (5) Days.
- Approval of the tests by the Customer counts as acknowledgment and determination that Jungle Cup has correctly performed the work prior to the tests. Jungle Cup is not liable for deviations, errors and defects that have gone unnoticed in proofs approved or corrected by the Customer.
- Any typesetting, printing or other proofs produced at the request of the Customer, and the materials used for this, may be charged by Jungle Cup in addition to the agreed price, unless it has been expressly agreed that the costs of these proofs are included in the price. .
- Jungle Cup does its utmost to have everything printed by the Customer in accordance with approved designs. Jungle Cup cannot rule out the possibility that there may be some deviation.
Article 8 – Retention of title
- The ownership of Products delivered by Jungle Cup only transfers to the Customer after he has fully paid all that he owes Jungle Cup under any agreement or otherwise.
- If and as long as Jungle Cup is the owner of the Products, the Customer is not entitled to sell, rent them out or allow them to be used, pledged or otherwise encumbered them, other than in the normal course of business.
- Jungle Cup is entitled to unimpeded access to the Products it owns. The Customer will fully cooperate with Jungle Cup in order to enable Jungle Cup to exercise the retention of title included in Article 9.1 by taking back the Products, including any disassembly required for this purpose.
- If and for as long as Jungle Cup is the owner of the Products, the Customer will immediately inform Jungle Cup if they are (threatened to be) seized or if (any part of) the Products are otherwise claimed. The Customer must also expressly point out the (property) rights of Jungle Cup to the third party.
- The Customer is obliged to insure the Products delivered to it under retention of title and to keep them insured against damage and theft and to provide access to the relevant policies at Jungle Cup's first request.
Article 9 – Complaints and advertising
- Jungle Cup guarantees that the Products comply with any specifications issued upon delivery and that, at the time of concluding the (first or framework) Agreement, they meet the requirements and standards customary in the sector for use of the Product within The Netherlands. Only substantial deviations from the drawings, technical descriptions, images, colours, measurements, weight specifications, numbers, etc. agreed in Writing entitle the Buyer to replacement.
- The customer cannot derive any rights from information provided by Jungle Cup.
- Complaints regarding observable defects (in quality or quantity) must be made, under penalty of forfeiture of rights, immediately after discovery, but no later than within five (5) Days after delivery of the Products by registered letter and stating the reasons. Complaints about non-observable defects must be made immediately, under penalty of forfeiture of rights, but at the latest within 5 (five) Days after the discovery by registered letter and stating the reasons.
- A complaint must at least contain a detailed and accurate description of the defect as well as a statement of further information from which it can be deduced that the goods delivered and those rejected by the Buyer are identical.
- If the complaints concern part of the delivered goods, this cannot give rise to rejection of the entire batch, unless the delivered batch cannot reasonably be regarded as usable in such a case.
- The mere fact that a complaint is investigated does not automatically imply that Jungle Cup acknowledges any liability in this regard.
- Legal claims must be brought within 1 (one) year after the timely complaint, under penalty of forfeiture.
- Jungle Cup cannot be held liable for defects caused by incorrect use or storage of the Product or by actions, including in any case adjustments, modifications, assembly, repair and transport of the Product, not performed by Jungle Cup. Jungle Cup can also not be held liable for defects resulting from accidents, which cannot be attributed to Jungle Cup.
- Provided that a complaint has been made in accordance with the provisions of this article and on justified grounds, Jungle Cup will supply a replacement Product free of charge against return of the Products that have proven to be faulty, or repair the relevant Products free of charge, at Jungle Cup's discretion. Jungle Cup reserves the right to deliver similar Products. Jungle Cup is fully discharged of its (warranty) obligations by fulfilling one of the aforementioned performances.
- In the event of an unjustified complaint, the costs involved will be borne by the Customer.
Article 10 – Liability
- Jungle Cup is not liable for damage suffered by the Customer or third parties, except insofar as this damage is the direct result of intent or willful recklessness on the part of Jungle Cup.
- Without prejudice to the provisions of the previous paragraph, Jungle Cup's liability towards the Customer is in all cases limited to the amount paid out under Jungle Cup's liability insurance policies. Insofar as, for whatever reason, the insurer does not pay out, Jungle Cup's liability is limited to a maximum of EUR 10,000 per year.
- Jungle Cup is in no way liable for indirect damage such as consequential damage, delay damage and loss of profit or turnover.
- The Customer shall indemnify Jungle Cup against all third-party claims, directly or indirectly related to (the use of) the Products, and shall compensate Jungle Cup for all damage suffered by Jungle Cup as a result of such claims.
Article 11 – Force majeure
- If Jungle Cup is prevented from fulfilling its obligations towards the Customer due to force majeure, the term within which Jungle Cup must fulfill its obligations will be extended. In addition to what is understood by it in literature and jurisprudence, force majeure is in any case understood to mean any circumstance independent of the will of Jungle Cup, such as but not limited to fire, natural disasters, epidemics and pandemics, illness of persons working at Jungle Cup, strikes, new or revised laws and regulations including guidelines and instructions, government measures, machine breakdowns and/or malfunctions, the lack of the necessary raw materials, materials, workers, semi-finished products, equipment, fuel or transport, trade, import, export and transport obstacles, all this if these occur at the Jungle Cup company as well as at (suppliers) suppliers. If and insofar as Jungle Cup takes (safety) measures at its own discretion and/or on the instructions of (government) authorities to prevent or limit the above circumstances, and these measures limit Jungle Cup in the fulfillment of its obligations towards the Customer, then it qualifies as taking these measures as an independent force majeure situation.
- If the force majeure situation implies that there is limited stock or limited production capacity, Jungle Cup is free to distribute the stock or capacity among its customers at its own discretion.
- If the force majeure situation has lasted longer than six months, or if it has been established that it will last longer than six months, Jungle Cup has the right to dissolve the Agreement for the part that has not yet been fulfilled by Jungle Cup.
- In the event of force majeure, the Customer is not entitled to compensation.
Article 12 – Suspension, dissolution and termination
- Jungle Cup can terminate an Agreement that has been entered into or created for an indefinite period at any time with due observance of the agreed cancellation rules or by applying a notice period of no more than one month.
- If the Customer fails to fulfill any obligation towards Jungle Cup, or if Jungle Cup may reasonably expect that the Customer will fail to fulfill any obligation to Jungle Cup, Jungle Cup has the right to postpone the (further) performance of its obligations. to suspend the Agreement by means of a Written notification, without Jungle Cup being obliged to pay any compensation, all this without prejudice to its other rights.
- In the event that the Customer:
- is declared bankrupt, is admitted to the Statutory Debt Rescheduling Scheme for Natural Persons, applies for his own bankruptcy or suspension of payments or admission to the Statutory Debt Rescheduling Scheme for Natural Persons, assigns his estate, or seizes (part of) his wealth is laid;
- is placed under guardianship or otherwise loses the power to dispose of his assets or parts thereof;
- proceeds to cessation or transfer of his company or part thereof, including the contribution of his company to a company to be established or already existing, or changes the objective of his company;
- dies, or (being a legal person) is dissolved or ceases to exist through a legal division or otherwise;
- does not, does not timely and/or does not properly comply with any obligation imposed on it by virtue of the law or on the basis of the Agreement or General Terms and Conditions; Jungle Cup is entitled to dissolve the Agreement in whole or in part with immediate effect, without notice of default or judicial intervention, by means of a Written notification, without prejudice to its other rights.
Article 13 – Intellectual Property
- All intellectual property rights with regard to the Products and the visual material offered by Jungle Cup are vested exclusively in Jungle Cup or its licensors. The Customer acknowledges these rights and guarantees that it will refrain from any infringement thereof. The Customer is not permitted to reproduce, publish, copy, imitate and/or edit the Products and images of Jungle Cup, unless Jungle Cup has given prior permission to do so.
- Jungle Cup indemnifies the Customer against claims against the Products delivered and/or provided by Jungle Cup with regard to claims from third parties based on infringement of intellectual property rights that are valid in the Netherlands, provided that the Customer (a) immediately informs Jungle Cup of the existence and content of the legal action; and (b) leaves the handling of the case, including reaching a settlement, entirely to Jungle Cup. To this end, the Customer will fully cooperate with the necessary formalities and, if necessary, allow Jungle Cup to defend these legal claims on behalf of the Customer. This obligation to indemnify lapses if the infringement is related to changes that the Customer has made or had made to the Products, if the claim of a third party is related to visual material offered by the Customer to Jungle Cup, as well as in the event of a violation of these General Terms and Conditions by the Customer. . The provisions of this paragraph do not apply if the aforementioned legal claim relates to designs/design, images, logos or other elements originating from the Customer. See the provisions of Article 8 and paragraph 4 et seq. of this Article.
- If it has been irrevocably established in court that the Products infringe an intellectual property right belonging to a third party, or if, in the opinion of Jungle Cup, there is a reasonable chance that an infringement will occur, Jungle Cup will, if possible, ensure that The Customer can continue to use the Products delivered or provided, for example by adjusting the infringing parts or by acquiring a right of use for the Customer. Jungle Cup also has the right - at its sole discretion - to take back the delivered goods against credit of the acquisition costs, after deduction of a reasonable usage fee. Any other or more far-reaching liability or indemnification obligation of Jungle Cup towards the Customer due to the violation of intellectual property rights of a third party is excluded.
- Jungle Cup offers the Customer the option for certain Products to offer visual material, such as logos, photos and other images, which Jungle Cup prints on the Products. Such images are usually protected by intellectual property rights (of third parties), such as - but not limited to - copyright and trademark rights. The Customer guarantees that the image material offered to Jungle Cup can be lawfully printed by Jungle Cup on the Products and does not infringe any intellectual property rights of third parties. The Customer also guarantees that the image material offered is not contrary to public order and good morals.
- The Customer indemnifies Jungle Cup and will fully compensate Jungle Cup against all third-party claims related to the visual material offered by the Customer, as well as if the aforementioned guarantees are violated.
- Jungle Cup reserves the right – exclusively at the discretion of Jungle Cup – to refuse visual material offered by the Customer. Jungle Cup also reserves the right to report this to the police if Jungle Cup suspects that the image material offered is punishable and/or criminal offenses are visible on the image material.
- Jungle Cup is entitled to provide the Products with visible or invisible numbers or other types of codes in order to trace the origin of the Products.
Article 14 – Confidentiality
- The Customer and its staff (whether or not hired in), as well as third parties engaged by the Customer and their staff (whether or not hired in), are obliged to keep secret all information of which the Customer knows or should reasonably know that it concerns confidential information and to be used exclusively for the performance of the Agreement.
- Confidential information shall in any case include: personal data, data that can be traced back to clients of Jungle Cup, working methods and company data of Jungle Cup and the (intellectual) rights that underpin the Product made available by Jungle Cup and matters such as designs, concepts, advice, simulations, test results, models, subcontractors, etc.
Article 15 – Disputes and applicable law
- These General Terms and Conditions, as well as the Agreement, are exclusively governed by Dutch law.
- All disputes that may arise as a result of these General Terms and Conditions or the Agreement will be submitted exclusively to the competent court of the Noord-Holland court, location Amsterdam, on the understanding that Jungle Cup has the right to bring claims against the Customer before to other courts having jurisdiction to hear such claims.