Unless otherwise expressly agreed, these terms and conditions apply to all our deliveries of goods and all services we provide.
WISA ENSCHEDE B.V., hereinafter referred to as Wisa, expressly rejects the applicability of any reference to the client’s general terms and conditions.
All quotes are non-binding. Unless otherwise specified, each quote is based on performance under normal conditions and during normal business hours.
An order is considered binding only after Wisa has received a written order from the client and subsequently confirmed it. This order confirmation is sent via email as a PDF and then constitutes the agreement.
Work not specified in the quote is not covered by the agreement and may result in additional charges.
Changes to the assignment made after the client has placed the order will be implemented, provided that the current stage of the assignment’s execution permits it, subject to the client being charged for the costs incurred in doing so. The minimum charge for such changes is €25.00 per change.
The client may cancel the agreement only by sending a written notice of cancellation (including by email) to Wisa or by calling +31 (0)53 461 15 15. The cancellation will take effect only after Wisa has confirmed the notice of cancellation in writing (including by email).
The client can no longer cancel the order once Wisa has started production.
In the event of cancellation (applicable only if Wisa has not yet commenced production on the order), the client shall owe Wisa a minimum of €50.00. If the actual costs incurred by Wisa up to that point exceed €50.00, the client shall owe Wisa the actual costs incurred.
Prices are quoted in euros for delivery ex works in Wisa. Shipping costs are billed separately. For orders with a total value of less than €50.00, we charge a €10.00 administrative fee. Unless otherwise agreed, the price quoted by us does not include applicable VAT. The invoice will be sent via email.
Over- or under-deliveries of up to 10% are possible, subject to billing or adjustment.
If Wisa has undertaken to handle the packaging, shipping, or insurance of the ordered products without an explicit written agreement on the price, it is entitled to charge the client the actual costs and/or Wisa’s standard rates for such services.
If, after the agreement has been concluded but before the assignment has been fully completed, prices or rates change as a result of an increase in cost factors, Wisa is entitled to adjust the agreed prices and rates.
Delivery times specified by Wisa in correspondence, quotations, order confirmations, or price lists are always non-binding; there is no strict deadline.
Unless expressly agreed otherwise in writing, delivery shall be deemed to take place ex our warehouse in Enschede, such that the risk passes to the client from the moment the goods leave the warehouse. The loading and unloading of goods, as well as their transport, are carried out outside our responsibility and at the client’s expense and risk, except to the extent that we handle this ourselves using our own vehicles.
Items that are personalized—that is, printed or otherwise customized according to the customer’s specifications—are excluded from the right of withdrawal because they are considered custom-made. There is no cooling-off period for personalized items: once the order process begins after the customer’s approval, the right of withdrawal automatically expires.
Wisa is authorized to make partial deliveries and, in connection therewith, to issue partial invoices.
If the client is in arrears with the payment of any invoice, Wisa is entitled to store the products at the client’s expense and risk and to postpone delivery until all overdue invoices have been paid.
Immediately after the goods are deemed delivered within the meaning of Article 5, the client shall bear the risk for all direct and indirect damage that may arise to or from these goods for the client or third parties.
Notwithstanding the provisions of the preceding paragraph and Article 5, ownership of the goods shall not pass to the client until all amounts owed by the client in connection with such goods, including any interest and costs, have been paid in full, without prejudice to any rights acquired by third parties.
Unless otherwise expressly agreed in writing, payment must be made in cash.
The client is not permitted to set off any amounts. No discount is allowed for cash payments.
If the client fails to pay within the agreed term, the client shall be deemed to be in default by operation of law, and Wisa shall be entitled, without any demand for payment or notice of default, to charge the client statutory commercial interest (Section 6:119a of the Dutch Civil Code) on the invoice amount. Notwithstanding the provisions of Article 6:43 of the Dutch Civil Code, payments shall be deemed to have been applied first to unsecured claims, regardless of whether any instructions were provided at the time of payment.
If, in the event of late payment, collection proceedings are initiated through legal or other channels, the amount of the claim will be increased by 10% to cover administrative costs, excluding the fees of the legal counsel engaged in the collection process, which will be charged to the client in addition to the amount paid or owed to us.
Wisa is entitled at any time to require advance payment of an invoice amount or any other form of financial security before commencing or continuing with the performance of the agreement.
If the client’s financial position changes during the performance of the agreement, Wisa has the right to suspend further performance of the agreement in whole or in part, or to amend the payment terms.
Any changes to the agreed work that result in additional costs shall be charged as additional work. Additional work shall be settled in accordance with the principles of reasonableness and fairness, irrespective of the obligation to pay the principal amount. Additional work is defined as all work and materials not included in the quotation.
Regardless of the value of the shipment, Wisa will determine the method of shipment, unless the client has specified how the shipment is to be transported.
If the client has specific requirements regarding the packaging method, or if Wisa deems it necessary to use special packaging, these will be billed separately.
If defects in the shipment cannot be detected immediately upon receipt, claims will only be considered if they are reported to Wisa in writing (including by email) within 8 days of delivery of the shipment.
Claims will never be accepted if the delivered goods have been used, processed, or printed in any way by or on behalf of the client or the client’s customer.
Defects found in part of the delivered goods do not entitle the buyer to reject the entire shipment or to refuse to accept the remainder of the shipment.
Wisa is not liable for reimbursement of costs, damages, or interest, including those arising from personal accidents and damage to personal property and real estate.
The client must notify Wisa in writing (including by email) of any hidden defects within eight (8) days of their discovery or of the date on which they should reasonably have been discovered, but no later than two (2) months after delivery, providing a precise and sufficient description of the defects; failure to do so will result in the forfeiture of any claim the client may have against Wisa.
At Wisa’s request, the client is required to submit, at Wisa’s discretion, a photograph, a copy of the proof, or the complete order for the purpose of resolving the complaint.
Wisa shall never be liable for any direct or indirect damage suffered by the client (or third parties), including consequential damage (such as lost revenue or profit), non-pecuniary damage, business interruption, or environmental damage. Wisa’s liability toward the client, for whatever reason, is limited per event (whereby a related series of events counts as a single event) to the amount of the invoice (excluding VAT), or the liability is limited to the amount it receives from its business liability insurer in this regard. This limitation of liability shall not apply to the extent that the damage in question is caused by Wisa’s intentional act or gross negligence.
If the client notices a discrepancy in the size of the product after delivery, the client may not claim a breach of contract if the discrepancy is less than 5%. Discrepancies in the quality (texture) and weight of the paper are permitted to a certain extent.
In the event of a complaint, the client must first contact Wisa. Complaints submitted to Wisa will be responded to within 14 days of receipt. If a complaint requires a foreseeable longer processing time, Wisa will respond within the 14-day period with an acknowledgment of receipt and an indication of when the consumer can expect a more detailed response.
If Wisa determines that a complaint is valid, Wisa will, at its discretion, replace or repair the delivered products free of charge.
The Client is obligated to indemnify and hold Wisa harmless from all costs, damages, and interest that may be incurred by us as a direct or indirect result of claims by third parties against us arising from events for which we are not liable under these terms and conditions.
Wisa shall in no event be liable for the use of images and/or text on products manufactured by us or by third parties on our behalf, as commissioned by the client. The client guarantees its right to use the aforementioned images and/or texts and therefore grants us unconditional indemnification against any claims in this regard by third parties, including for the placement of images on our website as well as in our price list/brochures.
Even if Wisa performs work on the product in this case, such as trimming or cutting products, all intellectual property rights arising therefrom vest exclusively with the client. Intellectual property rights include, among other things, all worldwide copyrights, neighboring rights, moral rights, trademark rights, design rights, database rights, and (claims to) patent rights that pertain to the ideas, designs, communications, drawings, images, sketches, studies, analyses, materials, data, results, conclusions, and all other objects and products eligible for intellectual property protection.
If the client collaborates with Wisa on a design, all intellectual property rights arising therefrom shall vest exclusively in Wisa. In such cases, Wisa shall be the sole and exclusive owner of these rights. For the purposes of this paragraph, “designs” includes, but is not limited to: designs, images, drawings, models, texts, and text proposals provided by Wisa.
Designs, printing plates, cutting dies, and similar items created by or on behalf of Wisa, whether or not at the client’s request, remain the property of Wisa.
In addition to the above provision, the following applies to printed goods.
Wisa performs an (automatic) check after the files have been submitted. During this check, we verify that the submitted files meet the technical requirements (file specifications) for printing. This check does not include verifying whether the file contains errors in design, text, or colour whether it lacks sufficient sharpness.
The client must take into account that the colour products may differ after production from the colours other (printed) products, between different orders, compared to previous orders, between products within a single order, proofs, digital previews, formatted files, colours the screen, or files printed by the client. A deviation to a certain extent does not entitle the client to claim for non-conformity.
It should be noted that the print quality of balloon printing cannot be compared to that of other printing methods; therefore, no claims regarding print quality will be accepted in this case.
Without prejudice to any other rights we may have, Wisa shall be entitled, if we are prevented from performing the agreement due to force majeure, to terminate the agreement in whole or in part without judicial intervention, at our discretion, without being liable for any damages.
If the client fails to fulfill, or fails to properly or timely fulfill, any obligation arising from this agreement or any other agreement entered into with us, as well as in the event of bankruptcy, suspension of payments, cessation of operations, or liquidation of our client’s business, the client shall be deemed to be in default by operation of law, and we shall have the right, without notice of default or judicial intervention, to suspend performance of the agreement or to terminate the agreement in whole or in part, at our discretion, without being liable for any damages, but without prejudice to any further rights to which we are entitled. In such cases, any claim we have or acquire against the client shall become immediately and fully due and payable.
Any deviations from, amendments to, and/or additions to these terms and conditions or the agreements shall only be effective if and to the extent that Wisa has expressly accepted them in writing (including by email), and shall apply only to the specific agreement for which they were agreed upon.
All disputes, including those that are considered as such by only one of the parties, that may arise between the parties in connection with this agreement or with agreements arising therefrom, shall be subject to the exclusive jurisdiction of the District Court of Almelo, to the exclusion of any other court.
Agreements between Wisa and the client are governed exclusively by Dutch law. This applies even if the client resides abroad.
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