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Terms and Conditions

Koozies Europe LLP
207 Regent Street
London
W1B 3HH
United Kingdom

Burgemeester Koomansplein 1 – 1.46
2231 DA Rijnsburg
The Netherlands

Phone: 0031 (0)71 2400 228

Company register number: OC377624


Bankdetails:
Koozies Europe LLP
Acountnumber: 13.41.85.420
IBAN: NL47 RABO 0134185420
BIC: RABONL2


General terms and conditions of sale and delivery
Article 1
Definitions
In these General Terms and Conditions the following terms shall be defined as follows:
Customer: any person or entity ordering Products from the Supplier and/or with whom the
Supplier is discussing or negotiating the conclusion of an Agreement; Defect: any fault in the
Products in deviation of the Specification and any other improper functioning of the
Products; Term of delivery: the term by which the Products must be delivered, as laid down in
the Agreement;
Supplier: the user of these General Terms and Conditions, Koozies Europe
Order: any instruction from the Customer to the Supplier for the delivery of Products, regardless
of its form; Agreement: any agreement made between the Supplier and the Customer, any
amendment thereof or addition thereto, as well as any and all (legal) acts in to the preparation
and/or fulfilment of such agreement; Products: any and all objects manufactured and/or
delivered for the fulfilment of an Order or, as the case may be, an Agreement by or for the
account of the Supplier, as well as any services to be rendered by the Supplier, including advice
and creative expressions, whether or not pertaining to those objects; Specification: the
description of Products ordered by the Customer, which is stated or referred to in the Order or the
Agreement.


Article 2
Applicability
Paragraph 1: Unless agreed otherwise in writing, these General Terms and Conditions will apply
to all offers and quotations of the Supplier and all Agreements made between the Supplier and
the Customer.
Paragraph 2: The applicability of any General Terms and Conditions (of purchase) used by the
Customer are expressly considered not applicable by the Supplier, unless the applicability thereof
is expressly accepted in writing by the Supplier.


Article 3 Offers Paragraph 1: Any and all offers in whatever form entail absolutely no
commitment for the Supplier and shall be regarded as a whole. If an offer indicates an acceptance
term, this shall only imply that the offer is no longer valid after such term in any event.
Paragraph 2: Any pictures, catalogues, drawings and other data, including measurements,
weights and amounts, shall be as accurate as possible. This information is binding only insofar as
expressly confirmed.
Paragraph 3: Any and all quotations and offers shall be based on the fulfilment of the Agreement
under normal conditions and during normal working hours.
Paragraph 4: An Agreement shall only be valid if and insofar as it is confirmed in writing by the
Supplier or, as the case may be, after the Supplier has started with the fulfilment of the
Agreement.
Paragraph 5: If due to circumstances including the nature, volume or urgency of the Order, no
order confirmation has been sent, the invoice shall be regarded as the order confirmation.
Paragraph 6: Each Agreement shall be entered into by the Supplier on the condition precedent
that the Customer shall prove to be sufficiently creditworthy for its financial obligations – at the
Supplier’s sole discretion.
Paragraph 7: The Supplier shall be and remain the owner of all documents, supplied models,
samples or examples relating to the offers made by the Supplier and/or to the Agreement, which
cannot be supplied or made available to third parties for inspection, multiplied or imitated in any
way without the Supplier’s written approval. Within fourteen days of the Supplier's request to that
effect, the Customer shall be held to return the same to the Supplier, carriage paid, in sound
condition and in the original packaging where applicable .


Article 4
Prices
Paragraph 1: The price or prices indicated in the offer shall be in Euro, exclusive of VAT and/or
any other charges.
Paragraph 2: Unless agreed upon otherwise, the price or prices indicated in the offer shall be
based on the price-determining factors applicable to the Supplier at the time of said offer, such as
wages, cost price of (raw) materials and exchange rates. Increases in prices as a result of a
change of one of these price-determining factors and occurring after the offer has been made,
may be passed on to the Customer by the Supplier, even if the Agreement has already been
concluded.
Paragraph 3: Should application of the preceding paragraph result in a price increase by 10% or
more within a period of 3 months after entering into the Agreement, the Customer shall be
entitled to dissolve the Agreement by means of a registered letter within 7 working days after
having been notified of the price increase without being entitled to any damages.


Article 5
Delivery of processed Products
Paragraph 1: In the event that the Supplier receives an order to deliver Products specifically
processed (or, as the case may be, assembled) for the benefit of the Customer, the Customer
shall be required to provide sufficient volumes of material suitable for the adaptation process. As
long as the Customer has not fulfilled that obligation, the Supplier shall have the right to suspend
its obligations under the Agreement.
Paragraph 2: The Supplier shall have an obligation to send a proof, model, sample or example to
the Customer for approval only if the Customer has made a stipulation to that effect in writing
upon entering into the Agreement, in which case the Supplier agrees to present the Customer
with a proof, model, sample or example no later than two weeks after the Agreement has been
entered into and after the materials to be processed have been received, which proof, model,
sample or example shall be deemed approved if no written reaction has been received within five
working days.
Paragraph 3: Any and all costs of the proof, the model, sample or examples shall be invoiced
separately and shall not be included in the agreed prices unless explicitly agreed otherwise.


Article 6
Advisory servicess and product development
Paragraph 1: The Supplier may act as an adviser, if so requested. The Supplier shall have the
right to invoice this to the Customer separately, whether or not the advice relates to
manufactured and/or delivered Products pursuant to the Agreement by or for the account of the
Supplier.
Paragraph 2: In the event of any product development, advice regarding promotional products to
be applied, advice regarding creative concepts, quotations for extensive projects with processed
or non-processed products, national or international market investigations into specific products
or product applications of non-specified products, the provisions of paragraph 1 of this Article
shall fully apply.


Article 7
Engagement of third parties
The Supplier shall be authorized to engage third parties for the fulfilment of the Agreement.
The Supplier shall also be authorized to assign any rights and obligations arising from the
Agreement to third parties.


Article 8
Deliveries and Term of delivery. Force majeure
Paragraph 1: The Term of delivery shall be determined roughly and shall never be regarded as
final term, unless expressly agreed otherwise. The Term of delivery shall take effect only after the
Agreement has been concluded in accordance with Article 3, after all information needed for the
fulfilment of the Agreement has been submitted and after the Customer has paid the purchase
price or, as the case may be, the instalment(s) agreed, or after the security required by the
Supplier has been provided.
Paragraph 2: If the delivery is prevented in part or in full by force majeure, the Supplier shall
have the right to suspend the delivery, and – in the event that the situation creating the force
majeure continues to exist for more than three months or as soon as it becomes evident that it
shall continue to exist for more than three months – to dissolve the Agreement, in whole or in
part, insofar as it has not been carried out, and to claim payment for the parts carried out,
without any obligation to pay damages to the Customer.
Paragraph 3: Force majeure shall include, without any limitation, fire, floods, strikes, epidemics,
(civil) war, terrorism, government measures, permits not having been granted (in time), trade
embargoes, labour disturbances, power outage, operational failure, breach of contract or wrongful
acts by suppliers and subcontractors of the Supplier or other third parties, including any defects,
failure, non-delivery or late delivery of materials, shipping, fuels, energy and labour.
Paragraph 4: Delivery shall take place ex works, unless explicitly agreed otherwise. Shipping
costs and insurance costs shall be borne by the Customer, even if i t is agreed that the Supplier
shall take care of the transport. The transfer of the risk of the Products shall take place at the
moment of delivery in accordance with the provisions of these General Terms and Conditions. The
transport shall take place at the Customer’s risk, even if the carrier has explicitly stipulated that
all shipping documents must state that any and all damage resulting from the transport shall be
at the expense and risk of the sender.
Paragraph 5: In the event that the Supplier takes care of the transport, the Customer, or a third
party designated by the Customer, must report any damage caused by the transport to the carrier
or, as the case may be, the forwarder, immediately after receipt, but in any event within 12 hours
after receipt of the Products, and must send a copy of the report to the Supplier.
Paragraph 6: Products that have not been purchased by the Customer, or a third party
designated by the Customer after the Term of delivery, shall be stored by the Supplier at the
expense and risk of the Customer. If the Products have not been purchased in time, the Supplier
shall have the right to dissolve the Agreement after a period of 14 days of the expiry of the Term
of delivery, without prejudice to the Supplier’s right to sell the Products to third parties.
Paragraph 7: If the colour, composition, weight, appearance etc. of the Products deviate only
slightly from any models, samples or examples supplied in advance, or from any other agreed
provisions, the Products concerned shall be deemed to comply with the Agreement. The Supplier
shall in any event be deemed to have fulfilled its obligations, if the weight or the amount of the
Products supplied does not deviate from the agreements made by more than 10%.
Paragraph 8: The Supplier is allowed to send Products in portions, and each portion can be
invoiced separately.


Article 9
Complaints
Paragraph 1: It is Customer’s obligation to inspect the Products or cause the Products to be
inspected for any Defects immediately after delivery.
Paragraph 2: Any and all complaints regarding Defects in the delivered Products must be
reported to the Supplier in writing as soon as possible, but in any event within eight days of
delivery of the Products concerned, or within eight days of the discovery of the Defect, or in any
event within eight days after the Defect should reasonably have been discovered. After expiry of
this term, the Customer shall be deemed to accept (the quality of) the delivered Products and to
have waived all rights and remedies available to the Customer by virtue of the law and/or the
Agreement and these General Terms and Conditions.
Paragraph 3: A complaint as referred to in the preceding paragraph shall not suspend the
Customer’s obligation to pay.
Paragraph 4: In the event that, in the Supplier’s opinion, the Customer has made the Complaint
with good reason, the Supplier shall be required only to supply the missing Product(s), to repair
or replace the delivered Products, or to refund (part of) the purchase price, at the Supplier’s
discretion.
Paragraph 5: Complaints can never be founded on minor deviations and/or deviations that are
customary in the line of business, such as deviations referred to in Article 8, paragraph 7 of these
General Terms and Conditions. The only basis for a complaint is a deviation from the Specification
as approved by the Customer.


Article 10
Retention of title
Paragraph 1: The Supplier shall remain the owner of all Products delivered to the Customer, but
the Products shall be at the expense and risk of the Customer as from the moment of delivery,
until all amounts due pursuant to the Agreement, as well as the claims on account of any failure
by the Customer to comply with this or any other agreement(s) have been paid by the Customer
in full, including any interest and collection costs.
Paragraph 2: As long as the title to the delivered Products has not been transferred to the
Customer, the Customer shall not be allowed to process the Products, to place the Products
outside its actual control, or to sell, pledge or otherwise encumber the Products, and the
Customer shall take any and all appropriate measures to separate the Products and keep them
separated from any other goods held by the Customer and to do or procure all that is necessary
to prevent any confusion of property (“vermenging”), accession (“natrekking”) or conversion
(“zaakvorming”).
Paragraph 3: The Customer undertakes to refrain from assigning or pledging to third parties any
claims against its customers, and undertakes to pledge the claims referred to hereinbefore
immediately after the Supplier’s request to that effect, in the manner set out in Article 3: 239 of
the Dutch Civil Code as extra security for its claims against the Customer on whatever account.
Paragraph 4: Any third parties wishing to recover any loss on account of the delivered Products
from the Supplier shall be informed by the Customer that the Products are subject to a retention
of title held by the Supplier. The Customer must immediately inform the Supplier thereof in
writing.
Paragraph 5: If the Customer fails to fulfil its obligations or if the Supplier has valid grounds to
believe that the Customer shall fail to fulfil its obligations, the Supplier may invoke its retention of
title, in which case, upon request, the Customer shall be required to give the Supplier actual
control of the delivered Products, immediately and free of charge. Furthermore, the Supplier shall
have the right to retrieve those Products or have them retrieved from the place where they are
stored, at the expense of the Customer. The Customer hereby grants the Supplier an irrevocable
authorization to enter (or cause others to enter) the premises used by of on behalf of the
Customer. After the Products have been retrieved, the Customer shall be credited at the market
value, which shall in no event exceed the original purchase price, reduced by the costs of the
retrieval and any damage incurred by the Supplier.


Article 11
Payment Paragraph
1: Unless agreed otherwise in writing and without prejudice to the provisions of the following
paragraph, all payments to the Supplier must be made in Euro, either net in cash, or at the office
of the Supplier by means of a transfer to or deposit into a bank account to be specified by the
Supplier, at the Supplier’s discretion, always directly for 100% netto with the purchase order. The
Supplier shall have the right to send electronic invoices and the Customer hereby agrees to this
method of invoicing insofar as it shall be applied.
Paragraph 2: Setoff and any other form of settlement shall never be permitted without an explicit
written agreement.
Paragraph 3: The Supplier shall at all times be authorized to require an advance payment or
security which it deems sufficient for the fulfilment of the Customer’s payment obligations, before
delivering or continuing with the delivery, and the Supplier shall have the right to suspend any
further deliveries if the Customer fails to meet such requirement, also in the event that a fixed
delivery deadline has been agreed, without prejudice to the Supplier's right to claim damages in
the event of late fulfilment or, as the case may be, non-fulfilment of the Agreement.
Paragraph 4: If the Customer fails to pay the amount due under to the Agreement within the
agreed period, the Customer shall be in default by operation of the law and the Supplier shall in
that case be entitled to charge interest as from the due date of the unpaid invoice or invoices, at
the statutory commercial interest rate plus 2%, and at a minimum annual interest of 12% on the
amount of the invoice, without prejudice to any other remedies available to the Supplier and
without requiring any notice of default.
Paragraph 5: Any and all judicial and extra-judicial expenses incurred by the Supplier for the
collection of the invoice amount, including the fees of any third parties engaged by the Supplier,
shall be borne by the Customer. The Customer shall owe at least 10% of the principal amount of
the extra-judicial expenses, and at the very least € 250.
Paragraph 6: If the Customer is in default with respect to its obligations under the Agreement or
these General Terms and Conditions, all payment obligations of the Customer to the Supplier shall
be immediately due and payable from the moment of being in default, regardless of whether any
invoices have been sent for such obligations.


Article 12
Intellectual and industrial property rights. Non-disclosure
Paragraph 1: Any and all intellectual and industrial property rights (including trade mark rights,
model rights and patents) on all designs, drawings, models, samples and examples that have
been made available or developed by virtue of the Agreement (hereinafter: “the Information”)
shall be exclusively vested in the Supplier, unless expressly agreed otherwise.
Paragraph 2: The Customer shall not be entitled to use the Information referred to in the
preceding paragraph in any other way than for the benefit of the use of the Products to which
they relate as provided for in the Agreement.
Paragraph 3: The Customer shall observe confidentiality in respect of all Information,
Specifications, business information and know-how concerning and provided by the Supplier,
which has been made available to the Customer for the fulfilment of the Agreement. Upon
request, the Customer shall immediately transfer the confidential information, as well as all copies
or other multiplications thereof, to the Supplier.


Article 13
Infringement of third parties’ rights
Paragraph 1: If a competent court has irrevocably decided in legal proceedings initiated against
the Supplier that any Product supplied by the Supplier constitutes an infringement of intellectual
or industrial property rights of a third party, the Supplier shall, at its discretion, replace the
relevant good by a Product that does not infringe any such right or attempt to acquire a right to
use the contested good or refund the price paid by the Customer for the Product at issue, reduced
by a reasonable depreciation.
Paragraph 2: In the event of a replacement or refund, the Supplier shall be entitled to attach the
condition thereto that the originally delivered Products must be returned.
Paragraph 3: The Supplier shall have no other obligations in respect of any infringement of third
parties’ rights than the obligation to replace, acquire or refund as referred to in the first
paragraph.
Paragraph 4: If an Order is carried out according to design, drawings, formula, Specifications or
instructions provided by or on behalf of the Customer, or if such Order is carried out by making
use of any goods to be provided by or on behalf of the Customer, the Customer cannot invoke the
aforementioned provisions of this Article and the Customer shall indemnify the Supplier against
any and all claims regarding an alleged infringement of intellectual or industrial property rights of
third parties.


Article 14
Liability
Paragraph 1: The Supplier shall assume liability only, if:
the damage is a direct consequence of a wilful act or gross negligence on the part of the Supplier
or any executive employees of the Supplier;
the damage is directly caused by a demonstrable Defect in the Products manufactured by the
Supplier and/or supplied Products, in that they are not as safe as is fair to expect under all
circumstances.
Paragraph 2: The Supplier does not accept any liability for any improper placement of the
business logo and/or business name on the Customer's goods, any other adaptations of
Customer's goods and/or delivery of Products, if and insofar as the Defect is the result of any
inaccuracy, or deficiencies in the design submitted by the Customer to the Supplier, or any
infringements on the rights of third parties constituted by the design.
Paragraph 3: The total liability of the Supplier caused by any attributable failure to comply with
the Agreement shall in any event be limited to compensation of the material and direct damage
up to the amount of the separately stipulated prices of the Products concerned (exclusive of VAT).
Paragraph 4: In respect of the damage referred to hereinbefore, the Supplier shall not assume
any liability for any damage that is not compensated by its insurer (upon request, the Supplier
shall provide the Customer with a copy of the insurance agreement concerned). Furthermore, the
total liability of the Supplier shall never exceed a total amount of € 50,000 per event.
Paragraph 5: The Supplier shall only be held liable for any consequential damage or direct loss
for which it has explicitly assumed liability in these General Terms and Conditions.
Paragraph 6: The Customer shall indemnify the Supplier against any and all claims by third
parties who have allegedly suffered a loss as a result of a Defect in a good that has been supplied
by the Customer to a third party and that consisted (inter alia) of goods supplied by the Supplier,
except if and insofar as the Customer provides evidence for the fact that the loss was caused only
and exclusively by the Products supplied by the Supplier.
Paragraph 7: In the event of force majeure as referred to in Article 8, paragraph 3 of these
General Terms and Conditions, the Supplier shall never be liable for any damage of any kind.
Paragraph 8: Unless explicitly agreed otherwise in writing, all legal claims pursuant to the
Agreement and these General Terms and Conditions shall lapse after one year of the delivery
date.


Article 15
Return of rented goods and goods provided on free loan
Paragraph 1: If the Supplier has rented goods and/or provided goods to the Customer on free
loan for the fulfilment of the Agreement, whether or not free of charge, the Customer shall return
all of these goods in their original condition and free of defects, immediately after the termination
of the Agreement regardless of the grounds. The term referred to hereinbefore is to be considered
as a final date.
Paragraph 2: If the Customer fails to fulfil the obligation referred to in paragraph 1, regardless of
the reason for such failure, the Supplier shall be entitled to recover from the Customer all damage
and costs resulting therefrom, including replacement costs and loss of rent, without prejudice to
any and all other remedies available to the Supplier.


Article 16.
Dissolution
Paragraph 1: If the Customer fails to fulfil any of its obligations vis-à-vis the Supplier in full, in
time or appropriately, if a suspension of payment has been filed in respect of the Customer, if it
got bankrupt or if its business is terminated, in the event of a legal merger or if a substantial part
of the Customer's control is transferred to another person or entity, all invoices shall be
immediately due and payable and the Supplier shall be entitled to dissolve all Agreements
concluded with the Customer in whole or in part by means of a written statement - without
requiring any judicial intervention or notice of default - and the Supplier shall be entitled to
compensation of all direct damage and consequential damage, including loss of profit, without
prejudice to any other remedies available to it.
Paragraph 2: If the Supplier, even after having been demanded in writing to that effect, fails to
fulfil its obligations at all, in time or appropriately, the Customer may dissolve the defective part
of the Agreement without, however, being entitled to claim any compensation of the costs of
dissolution, and the provisions of Article 10 of these General Terms and Conditions regarding the
retention of title shall explicitly remain applicable.


Article 17
Disputes / applicable law / jurisdiction clause
Paragraph 1: These General Terms and Conditions, as well as any and all offers and
Agreements to which these General Terms and Conditions apply, shall exclusively be governed by
Dutch law. The UN Convention on Contracts for the International Sale of goods (also referred to
as the Vienna Sales Convention) shall not apply.
Paragraph 2: Any and all disputes arising between the Supplier and the Customer shall be settled
by the competent court in the district in which the Supplier has its registered office.
Article 18 Other provisions Paragraph 1: These General Terms and Conditions are available in
Dutch, German, English and French. In the event of any discrepancies between the Dutch, the
German, the English and/or the French version, the Dutch version shall prevail.
Paragraph 2: These General Terms and Conditions can be amended by the Supplier (or in any
event by the Promotional Products Platform). The Customer shall be notified by the Supplier of
any amendments in writing, and such amendments shall take effect thirty (30) days after such
notice, unless a different date is stated in the notice. The Customer hereby agrees to the contents
and applicability of the amended General Terms and Conditions, if any, as from the effective date
stated in the notice.
Paragraph 3: If any provision of the Agreement or these General Terms and Conditions are found
to be null and void or otherwise unenforceable, this shall not affect the applicability of the
remaining provisions of the Agreement and the General Terms and Conditions. In any such event
the Supplier shall have the right to replace such provision by a provision that approximates the
provision that is null and void/nullified or, as the case may be, unenforceable as regards its aim
and purpose.