Terms & conditions
Article 1 - General information
In these general terms and conditions ("General Terms and Conditions") the following definitions shall apply:
- BrandGoods B.V.: acting under the name Jungle Cup, of these General Terms and Conditions.
- Customer: any natural or legal person who negotiates an agreement with Jungle Cup and/or enters into an agreement with Jungle Cup regarding the delivery by Jungle Cup of Products.
- Agreement: the agreement between Customer and Supplier regarding the Order.
- Products: all goods delivered or to be delivered to the Customer for the fulfilment of an Order, regardless of whether the Order exclusively involves the delivery of those goods or (also) the provision of Services.
- In writing: in writing and/or electronically by e-mail.
- Day(s): calendar day(s).
Article 2 - Applicability
- These terms and conditions shall - with the explicit exclusion of the Supplier's terms and conditions - apply to all Orders issued by the Customer, the related Agreement or agreements arising therefrom, as well as the Supplier's Quotations and offers. They also apply to negotiations concerning such Orders or agreements, even if such negotiations do not lead to the conclusion of an Agreement. The Supplier shall be deemed to make its offer on the basis of these terms and conditions.
- The applicability of general terms and conditions of the Customer, however named, is expressly rejected by Jungle Cup.
- Nullity or non-applicability of one or more provisions appearing in these Terms and Conditions or part of a provision, does not affect the operation and validity of the remaining provisions.
- If Jungle Cup does not require strict compliance with these Terms and Conditions, it does not thereby lose the right to require strict compliance at a later time or in another case.
- If one or more provisions of the General Terms and Conditions are not compatible with the type of Agreement to which the General Terms and Conditions have been declared applicable, the remaining General Terms and Conditions shall remain in full force and effect.
- Jungle Cup is entitled to unilaterally amend the General Terms and Conditions, which amended General Terms and Conditions will apply from the notified date and after the amended 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 are explicitly and In Writing recorded by (an authorized representative of) Jungle Cup and apply until revoked by Jungle Cup.
Article 3 - Conclusion of Agreement
- All offers, quotations, order confirmations and statements made by or on behalf of Jungle Cup, addressed only to the Customer, may not be distributed, apply as one whole and cannot be partially accepted, are entirely without obligation, even if they contain a deadline for acceptance, and can be revoked by Jungle Cup at any time, even after acceptance by the Customer. The data included therein (including but not limited to images, color schemes, sizes and weights of the Products) are for indication and guidance only.
- Any costs associated with issuing Quotations or offers shall be borne by the Supplier, unless otherwise agreed in writing.
- The Agreement shall be established by unconditional written acceptance by the Customer of the Quotation.
- If no Quotation or offer has been issued by the Supplier, the Agreement shall be concluded if the Supplier has accepted the Order in writing within the term specified for that purpose.
- If the Customer does not accept an offer or quotation from Jungle Cup, Jungle Cup has the right to charge the Customer for all costs involved.
- Customer is not entitled to cancel all or part of the Agreement. If the Customer nevertheless proceeds to cancel all or part of it, Jungle Cup remains entitled to charge the entire amount involved in the Agreement.
Article 4 - Prices and Payment
- Jungle Cup usually offers its prices in Euros, including transport costs in the Netherlands and both including and excluding VAT, however, Customer may not automatically assume this. In cases where this is not explicitly stated in the offer or the agreement, the customer 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 payable by law are not included in the price and shall be borne by the Purchaser. The Customer shall bear the exchange risk in case of payment in foreign currency.
- Jungle Cup will invoice as a starting point per delivery, but is entitled at its discretion to invoice periodically, partially or in advance.
- Jungle Cup is authorized to adjust the prices unilaterally if the costs on the basis of which the prices were determined have increased. These include, but are not limited to, costs of raw materials, procurement, transport, electricity, gas, (semi-)manufactured products and products obtained from third parties, personnel, social charges, additional charges due to currency changes, introduction of new or increase of already existing government levies and taxes. Jungle Cup will notify Customer In Writing of price increases.
- Unless otherwise agreed, payments shall be made within 30 (thirty) days of the invoice date. All payment terms are final. Buyer shall pay the invoiced amounts without any deductions, discounts or offsets and shall not be entitled to suspend any payment obligation to Jungle Cup.
- Jungle Cup is at all times entitled to require an advance payment from the Customer or any form of security including but not limited to liens and bank guarantees.
- Jungle Cup is, beyond the methods of set-off regulated by law, authorized to set off its claims on and debts to the Customer with debts to respectively claims on companies affiliated to the Customer.
- If the payment term is exceeded, discounts provided to the Buyer expire, the Buyer is immediately in default and all claims of Jungle Cup on the Buyer, on any account, are immediately due and payable. Furthermore, from the due date of the invoice, the Buyer shall owe interest of 2.0% per (part of a) month on the outstanding amount until payment of the amount due. In addition, in the event of late payment, all judicial and extrajudicial costs incurred to collect the amount due shall be borne by the Customer. The extrajudicial collection costs are set at 25% of the principal amount, including VAT, with a minimum of €250, without prejudice to Jungle Cup's right to claim compensation of the actual costs if these costs are higher.
- Buyer is not authorized to suspend payments or other obligations or to set off any claims against Seller, including in the event a complaint turns out to be founded.
Article 5 - Delivery and delivery time
- Deliveries are made from the business address of Jungle Cup, or through our fulfillment partner Nic Oud located at Copernicusstraat 21; 1704 SV Heerhugowaard. If transport to Buyer is organized or paid for by Jungle Cup, this will nevertheless take place at the risk of Buyer.
- Jungle Cup is entitled to execute the Agreement in different phases or deliveries.
- Agreed delivery times are not to be regarded as deadlines. Jungle Cup aims to inform 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 Buyer is not entitled to any compensation or to termination, except in case of intent or gross negligence on the part of Jungle Cup. If Buyer puts Jungle Cup in default, this must be done in writing whereby the period for fulfillment is at least three (3) Months.
- If, for the execution of the Agreement, Jungle Cup requires data and/or resources to be provided by the Customer or fulfillment of any other obligation of the Customer under the Agreement, the delivery period shall never commence before the day that all necessary data and/or resources are in the possession of Jungle Cup or that the Customer has fulfilled the said obligation towards Jungle Cup or the delivery period shall be extended in accordance with the foregoing.
- In any event, the Product is deemed delivered by the taking into use of the Products by the Customer or any other recipient as well as by the signing by the Customer or any other recipient of the waybill or order form.
- If the Customer does not take delivery of the Products or does not take delivery on time, it will be in default without notice of default. In that case, Jungle Cup is entitled to store the Products at the Buyer's expense and risk or still deliver the Products. The Customer shall continue to owe the amounts due under the Agreement, plus interest and costs (by way of damages).
Article 6 - Stock
- Jungle Cup shall at its own discretion keep a stock to meet the off-take of agreed volumes, or to meet the regular (expected) off-take behavior of Customer (even if this exceeds any agreed volumes). In the case of term agreements, Jungle Cup is free to stock up for the entire term of the Agreement.
- If, for any reason (foreseen or unforeseen), the Customer does not wish to take delivery of the Products held in stock, it must compensate Jungle Cup for this.
Article 7 - The execution of the Agreement.
- To enable the proper execution of the Agreement by Jungle Cup, the Customer must always provide or make available to Jungle Cup all facilities, data and information necessary or useful for the proper execution of the Agreement in a timely and correct manner. Customer guarantees the accuracy, timeliness, completeness and reliability of the data and information provided by Customer to Jungle Cup.
- Jungle Cup may transfer its rights and obligations under this Agreement to third parties only with the prior consent of Customer. Jungle Cup is obliged to have all permits, exemptions and other decisions required for the execution of the Agreement available in time.
- Rights of Customer arising from this Agreement and the underlying agreements cannot be transferred without the prior written consent of Jungle Cup. This provision counts as a clause with effect under property law as referred to in Section 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 in whole or in part without the prior written consent of Jungle Cup. The consent of Jungle Cup does not relieve Customer from its obligations under this Agreement. Customer indemnifies Jungle Cup for claims of third parties as a result of outsourcing the performance of the obligations under the Agreement or the underlying agreements to third parties.
Article 8 - Designs, typesetting, printing and other proofs
- If agreed, Jungle Cup prints the Products according to a design of Customer.
- Customer can also request Jungle Cup to produce a design. The costs for this shall be borne by Customer unless otherwise agreed. Designing will be done at the instruction of Customer, where Jungle Cup may rely on the information and examples provided by Customer. Customer guarantees and indemnifies Jungle Cup that the logos, documents, drawings and designs provided by it are its intellectual property.
- All design drawings, molds, dies, pressure rollers, etc. made by or on our behalf, whether or not at the request of Buyer, even if they are or will be charged in whole or in part to Buyer, remain the property of Jungle Cup.
- If after a requested quotation the order remains outstanding, the costs of a design made for this purpose and any resources and materials already manufactured, may be charged by Jungle Cup to Buyer. The Other Party is obliged to pay these costs.
- Before proceeding to print the Products according to a design of Customer or according to a design approved by it, a proof will be submitted to Customer for assessment beforehand.
- 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 them to Jungle Cup corrected or approved without delay but at the latest within five (5) Days.
- Approval of the proofs by Customer shall be deemed to be acknowledgment and determination that Jungle Cup has correctly performed the work preceding the proofs. Jungle Cup shall not be liable for discrepancies, errors and defects that went unnoticed in proofs approved or corrected by Customer.
- Any typesetting, printing or other proofs produced at Customer's request, and the materials used for these, may be charged by Jungle Cup in addition to the agreed price, unless it is expressly agreed that the cost of these proofs is included in the price.
- Jungle Cup shall use its best efforts to have everything printed qualitatively by the Customer according to approved designs. Jungle Cup cannot exclude the possibility that some deviation is possible.
Article 9 - Retention of title
- Ownership of Products delivered by Jungle Cup is transferred to the Customer only after it has paid in full all that it owes to 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 out or give in use, pledge or otherwise encumber them, other than in the normal course of business.
- Jungle Cup is entitled to unhindered access to the Products owned by it. The Customer shall provide all cooperation to Jungle Cup in order to enable Jungle Cup to exercise the retention of title contained in clause 7.1 by repossessing the Products, including any disassembly required for that purpose.
- If and as long as Jungle Cup is the owner of the Products, the Customer shall immediately notify Jungle Cup if they are seized (or threatened to be seized) or otherwise claimed on (any part of) the Products. The Customer shall also explicitly point out to the third party the (ownership) rights of Jungle Cup.
- Customer is obliged to insure and keep insured the Products delivered to it under retention of title against damage and theft and to provide inspection of the relevant policies at Jungle Cup's first request.
Article 10 - Complaints and advertising
- Jungle Cup guarantees that the Products comply with any specifications issued upon delivery and, at the time of concluding the (first or framework) Agreement, meet the requirements and standards customary in the industry for use of the Product within the Netherlands. Only substantial deviations from the drawings, technical descriptions, illustrations, colors, measurements, weight specifications, material indications, numbers, schedules, actions, route descriptions and all suchlike shall entitle the Customer to replacement.
- Customer cannot derive any rights from information and advice provided by Jungle Cup that does not see/look to the Agreement or the Products.
- Complaints concerning observable defects (in quality or quantity) have to be made by registered mail, stating reasons, immediately after discovery but at the latest within five (5) Days after delivery of the Products. Claims for non-observable defects must be made immediately, under penalty of forfeiture of rights, but at the latest within five (5) Days of discovery, by registered letter, stating the reasons.
- A complaint must at least contain a detailed and accurate description of the defect as well as a statement of further details from which it can be deduced that the goods delivered and rejected by the Customer are identical.
- If the complaints concern a part of the delivered goods, this cannot be a reason to reject the entire batch unless the delivered batch cannot reasonably be considered usable in such a case.
- The mere fact that a complaint is investigated does not automatically imply that Jungle Cup acknowledges any liability in the matter.
- Legal actions must be brought within 1 (one) year after the timely complaint under penalty of expiry.
- Jungle Cup cannot be held liable for defects caused by improper 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. Nor can Jungle Cup be held liable for defects resulting from accidents, which cannot be attributed to Jungle Cup.
- Provided that in accordance with the provisions of this clause and on justifiable grounds, Jungle Cup will supply a replacement Product free of charge against the return of the Products found to be faulty, or repair the relevant Products free of charge, at the discretion of Jungle Cup. Jungle Cup reserves the right to supply similar Products. By fulfilling one of the aforementioned performances, Jungle Cup is fully discharged in respect of its (guarantee) obligations.
- In the event of an unjustified claim, the costs involved shall be borne by the Customer.
Article 11 - Liability
- Jungle Cup is not liable for damages suffered by the Customer or third parties except insofar as such damages are the direct result of intentional or deliberate recklessness on the part of Jungle Cup.
- Without prejudice to the previous paragraph, the liability of Jungle Cup towards the Customer is in all cases limited to the amount paid out under the liability insurance policies of Jungle Cup. To the extent, for whatever reason, the insurer does not pay out, the liability of Jungle Cup is limited to a maximum of EUR 10,000.00 per year.
- Jungle Cup is in no case liable for indirect damages such as consequential damages, delay damages and loss of profit or turnover.
- The Customer shall indemnify Jungle Cup against all claims by third parties, directly or indirectly related to (the use of) the Products and shall compensate Jungle Cup for all damages suffered by Jungle Cup as a result of such claims.
Article 12 - Force Majeure
- If Jungle Cup is prevented from fulfilling its obligations to the Customer due to force majeure, the period within which Jungle Cup must fulfill its obligations will be extended. In addition to what is meant by force majeure in literature and case law, force majeure means in any case 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 directives and directions government measures, breakdown of machinery and/or failures, the lack of necessary raw materials, materials, labor, semi-finished products, equipment, fuel or transport, trade, import, export and transport impediments, all this if they occur at the company of Jungle Cup as well as (suppliers). If and insofar as Jungle Cup takes (safety) measures at its own discretion and/or on the instructions of (government) agencies to prevent or limit the aforementioned circumstances, and these measures limit Jungle Cup in the fulfilment of its obligations towards the Customer, then the taking of these measures qualifies as an independent force majeure situation.
- If the force majeure situation involves limited stock or limited production capacity, then Jungle Cup is free to distribute stock or capacity among its customers as it sees fit.
- If the force majeure situation has lasted longer than six months, or it is established that it will last longer than six months, then Jungle Cup is entitled to dissolve the Agreement for the part that has not yet been fulfilled by Jungle Cup.
- In case of force majeure, the Customer is not entitled to compensation for damages.
Article 13 - Suspension, Dissolution and Termination
- Jungle Cup may terminate an Agreement entered into or arising for an indefinite period of time at any time by observing any termination rules agreed upon for that purpose or by giving a notice period not exceeding one month.
- Jungle Cup has, if the Customer defaults on any obligation towards Jungle Cup, or if Jungle Cup may reasonably expect that the Customer will default on any obligation towards Jungle Cup, the right to suspend the (further) performance of its obligations under the Agreement by means of a Written Notice, without Jungle Cup being liable for any compensation, all 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 its own bankruptcy or suspension of payments or admission to the Statutory Debt Rescheduling Scheme for Natural Persons, proceeds to dispose of its estate, or its assets or part thereof are seized;
- is placed under guardianship or otherwise loses the power of disposition of his assets or parts thereof;
- proceeds to discontinue or transfer all or part of his business, including the contribution of his business to an existing or to-be-established company, or proceeds to change the objects of his business;
- does not, does not timely or does not properly fulfill any obligation under the law or under the Agreement or Terms and Conditions;
- Jungle Cup is entitled to dissolve all or part of the Agreement with immediate effect, without notice of default or judicial intervention, by means of a Written notification, without prejudice to its other rights.
Article 14 - Intellectual Property
- All intellectual property rights relating to the Products and the visual material offered by Jungle Cup belong exclusively to Jungle Cup or its licensors. Customer acknowledges these rights and guarantees to refrain from any infringement thereof. The Customer is not permitted to reproduce, disclose, copy, replicate and/or edit the Products and the visual material of Jungle Cup unless prior permission has been granted by Jungle Cup.
- Jungle Cup indemnifies Customer against claims on the Products supplied and/or provided by Jungle Cup in respect of claims by third parties based on infringement of intellectual property rights valid in the Netherlands, provided that Customer (a) will immediately notify Jungle Cup of the existence and content of the legal claim; and (b) leaves the handling of the case, including reaching a settlement, entirely to Jungle Cup. To this end, Customer shall fully cooperate with the necessary formalities, and, if necessary, allow Jungle Cup to defend against these legal claims on behalf of Customer. This obligation to indemnify shall lapse if the infringement is related to changes the Customer has made or caused to be made to the Products, if the claim of a third party is related to visual material provided by the Customer to Jungle Cup, as well as in the event of a breach of these Terms and Conditions by the Customer.
- If it is irrevocably established in court that the Products infringe on 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 Customer can continue to use the delivered or provided Products, for example, by adapting the infringing parts or by acquiring a right of use for Customer. Jungle Cup also has the right - at its sole discretion - to take back the delivered Products against crediting the acquisition costs, less a reasonable user fee. Any other or further liability or indemnity obligation of Jungle Cup towards Customer due to infringement of intellectual property rights of a third party is excluded.
- For certain Products, Jungle Cup offers Customer the opportunity to provide its own visual material, such as logos, photographs and other images, which Jungle Cup prints on the Products. Such visual material is usually protected by intellectual property rights (of third parties), such as - but not limited to - copyright and trademark rights. Buyer warrants that the visual material offered to Jungle Cup can be lawfully printed by Jungle Cup on the Products and does not infringe any third party intellectual property rights. Buyer also guarantees that the offered visual material does not violate public order and morality.
- Customer indemnifies Jungle Cup and will fully compensate Jungle Cup for all claims of third parties related to the visual material offered by Customer, as well as if the aforementioned guarantees are violated.
- Jungle Cup reserves the right - at the sole discretion of Jungle Cup - to refuse visual material offered by Customer. Jungle Cup also reserves the right to report to the Police, if Jungle Cup suspects that the offered visual material is punishable and/or on the visual material punishable facts are visible.
- Jungle Cup is entitled to provide the Products with visible or invisible numbers or other kind of coding to trace the origin of the Products.
Article 15 – Confidentiality
- The Purchaser and its personnel (whether or not on secondment), as well as third parties engaged by the Purchaser and their personnel (whether or not on secondment), are obliged to keep secret and to use exclusively for the performance of the Agreement all information of which the Purchaser knows or should reasonably know that it concerns confidential information.
- In any case, confidential information includes: personal data, data that can be traced back to clients of Jungle Cup, working methods and company data of Jungle Cup and (intellectual) rights and matters such as designs, concepts, advice, simulations, models, etc. underlying the Product made available by Jungle Cup.
Article 16 - Disputes and Applicable Law
- These Terms and Conditions, as well as the Agreement, are exclusively governed by Dutch law.
- All disputes that may arise from these Terms and Conditions or the Agreement will be submitted exclusively to the competent court of the District Court of Noord-Holland location Amsterdam, on the understanding that Jungle Cup has the right to submit claims against the Customer to other courts with jurisdiction over such claims.