1. DEFINITIONS
General Terms and Conditions of Sale These general terms and conditions of sale
Reward Campaign
a non-personalised marketing campaign offered and/or carried out by TLL;
Touch Local Loyalty Belonen (TLL Belonen)
the company with its registered office in Tilburg, at Hectorstraat 17, 5047 RE Tilburg, registered in the Trade Register of the Chamber of Commerce under number 73348325;
Touch Local Loyalty Experience
(TLL Experience)
the company with its registered office in Tilburg, at Hectorstraat 17, 5047 RE in Tilburg, registered in the Trade Register of the Chamber of Commerce under number 24414768;
TLL
TLL Belonen, TLL Beleven and/or TLL Belonen and TLL Beleven together;
Agreement
the agreement for services between the Parties to which these General Terms and Conditions apply;
Client
The other party to TLL;
Party
TLL or the Client;
Parties
TLL and the Client;
Social Media Activities
The social media-related activities performed by TLL;
Tailor-made Campaign
A personalised marketing campaign offered and/or carried out by TLL.
2. APPLICABILITY
2.1. These General Terms and Conditions of Sale apply to all appointment confirmations, deliveries of services or goods and invoices by or on behalf of TLL.
2.2. Deviations from these General Terms and Conditions of Sale are only valid if they have been expressly agreed in writing by the Parties.
3. APPLICABLE LAW
3.1. These General Terms and Conditions of Sale are governed exclusively by Dutch law.
3.2. If a claim or dispute arising from these General Terms and Conditions of Sale falls within the jurisdiction of the subdistrict court, each of the Parties is entitled to bring the case before the legally competent subdistrict court.
3.3. If a claim or dispute exceeds the jurisdiction of the Subdistrict Court, the case will be submitted to the District Court in Rotterdam. TLL has the right to submit a claim or dispute to the court that has jurisdiction according to the place of business of the Client if TLL chooses to do so for reasons of its own.
4. QUOTATIONS, OFFERS
4.1. All quotations, offers and other communications from TLL are without obligation, unless otherwise indicated in writing by TLL. The Client guarantees the accuracy and completeness of the information provided to TLL by or on its behalf on which TLL has based its quotation or offer.
4.2. Clients, representatives and agents of TLL are not authorised to bind TLL to third parties, unless they have written authorisation to do so. Where applicable, the Client shall inquire about the authority of the aforementioned representative or agent at the Chamber of Commerce and, upon request, receive a copy of the written authorisation granted by TLL.
5. CONCLUSION AND DURATION OF THE AGREEMENT
5.1. An agreement shall be deemed to have been concluded between the Parties after the Client has sent an order confirmation. After sending the order confirmation, the Client shall have a complaint period of fourteen (14) days. If the Client does not make use of this complaint period, the confirmation of the agreement shall be regarded by TLL as a binding agreement.
5.2. Furthermore, an agreement shall be deemed to have been concluded as soon as TLL has commenced the execution of the agreement or has made the goods and/or services ordered by the Client available to the Client.
5.3. TLL has the right to refuse to process an agreement concluded on the basis of an offer made to the Client without stating reasons, provided that TLL notifies the Client of this in writing within five (5) days of receipt of the written confirmation of the agreement.
5.4. If and insofar as the agreement concluded between the Parties is a continuing performance agreement, the agreement shall be deemed to have been entered into for the term agreed between the Parties, failing which the term of one (1) year shall apply.
6. PRICES
6.1. All prices quoted by TLL are in euros and exclude value added tax (VAT) and other government levies that are or will be imposed.
6.2. TLL reserves the right to charge a deposit on loan packaging (displays, pallets, roll containers, etc.). The Client is obliged to return loan packaging within the agreed period, empty, clean and undamaged, unless otherwise agreed in writing. If the Client fails to fulfil its obligations with regard to packaging, all costs arising from this shall be borne by the Client. Such costs include, among other things, costs arising from late return and costs of replacement, repair or cleaning.
6.3. The prices of goods are based on the cost prices applicable at that time. Increases in these prices that could not be foreseen by TLL at the time of drawing up the quotation, making the offer or concluding the agreement may give rise to price increases.
6.4. With regard to the services, the Parties may agree on a fixed price when the agreement is concluded.
6.5. Subsequent orders relating to the price agreed in the agreement are not included in the price stated in the agreement.
7. INVOICING
7.1. TLL reserves the right to charge a percentage deposit at the moment the agreement is considered binding.
7.2. The amount to be charged as a deposit will be communicated before the agreement is entered into. In addition, the deposit invoice will only be sent upon express agreement to the designs sent for approval, or if no use is made of the complaint period.
7.3. The remainder of the amount agreed between the Parties upon conclusion of the agreement will be invoiced upon delivery of the goods.
7.4. For specific campaigns, TLL may use a different invoicing procedure. In this case, the invoice for the goods to be delivered will be sent to and paid by the actual supplier of the goods in question.
8. PAYMENT
8.1. Invoices must be paid within fourteen (14) days of the invoice date, unless otherwise agreed in writing by the Parties or unless a different payment term is stated on TLL’s invoice.
8.2. In the event of late payment, the Client shall be in default by operation of law. In that case, the Client shall owe TLL statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code, calculated from the date on which payment became due and payable in accordance with Section 5.6.
8.3. All judicial and extrajudicial costs incurred by TLLas a result of the Client’s failure to fulfil its payment obligations in full and/or on time shall be borne in full by the Client. Any extrajudicial collection costs will be calculated on the basis of the ‘Decree on compensation for extrajudicial collection costs’ dated 1 March 2024.
8.4. If the Client remains in default by operation of law, TLL reserves the right to terminate the agreement between the Parties and/or to claim compensation.
9. TERMINATION
9.1. Either Party may terminate the Agreement in whole or in part with immediate effect and without notice of default if the other Party is granted a moratorium, whether provisional or not, if bankruptcy is filed against the other Party, and if the other Party’s business is liquidated or terminated other than for the purpose of reconstruction or merger of companies.
9.2. TLL shall never be obliged to refund any money already received or to pay compensation in the event of termination as referred to in this Article 9.
10. CANCELLATION
10.1. TLL reserves the right, in exceptional cases, including force majeure, to cancel a campaign agreed by contract no later than fourteen (14) days before the start of the campaign.
10.2. In the event of cancellation, Articles 12 and 13 shall lapse, in which case TLL shall always endeavour to offer a suitable alternative in consultation with the Client. In this case, the Client shall always be free to terminate the agreement free of charge.
10.3. Force majeure includes, but is not limited to, fire, flooding, strikes, epidemics, civil war, terrorism, government measures, the non-availability or late availability of permits, trade embargoes, labour unrest, power failures, business interruptions, shortcomings or unlawful conduct on the part of suppliers and subcontractors or other third parties, including any defects in the goods they deliver to TLL, and the non-availability or insufficient availability of materials, transport, fuel, energy and labour.
10.4. In the event of unilateral cancellation by the Client outside the complaint period referred to in Article 5(1), TLL shall be entitled to recover the deposit referred to in Article 7(1) and any costs incurred at that time from the Client.
11. TRANSFER OF GOODS
11.1. TLL strives to deliver goods in accordance with the delivery times specified in the agreement. Delays in the delivery of goods, insofar as these remain within reasonable limits, do not entitle the Client to terminate the agreement. An agreed delivery time is not a strict deadline unless otherwise agreed in writing between the Parties.
11.2. If the Client finds that goods are transferred in a damaged condition, the Client must report this to TLL within forty-eight (48) hours. In this case, the Client is entitled to a refund or replacement of the damaged goods. In addition, the Client must return the damaged goods to TLL in accordance with the instructions provided by TLL.
11.3. The Client is obliged to take delivery of the goods specified in the agreement at the time they are made available to it.
11.4. The risk of the goods passes to the Client upon delivery. Ownership of the Goods passes to the Client after payment of the amounts due for them.
11.5. If the Client refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods will be stored by TLL at the risk and expense of the Client. The original claim will then be increased by the additional costs.
12. RETURN OF GOODS IN A REWARD CAMPAIGN
12.1. In the case of a Reward Campaign, the Client shall be entitled to return all unsold goods after the end of the Reward Campaign, unless the Parties agree otherwise in writing.
12.2. In the event of a return, TLL will ask the Client to notify TLL of the quantities of goods to be returned within fourteen (14) days of the end date specified in the agreement, unless otherwise agreed between the Parties. If TLL has not received notification after this period, the Client’s right to return unsold goods will lapse.
12.3. If, in the case of a Reward Campaign, the Client has communicated the quantities to be returned, the Client will receive a return date from TLL. The Client must prepare the items to be returned and, if necessary, a means of transport such as a display or a pallet for transport to TLL.
12.4. The Client is obliged to return loan packaging within the agreed period, empty, clean and undamaged, unless otherwise agreed in writing between the Parties. If the Client fails to fulfil its obligations with regard to loan packaging, all costs arising from this shall be borne by the Client. Such costs include, among other things, the costs arising from late return and the costs of replacement, repair or cleaning.
12.5. TLL uses third parties for the logistics process surrounding the return of goods. TLL reserves the right to have these logistics partners make observations regarding damage to goods.
12.6. If the client fails to comply with the conditions set out in Article 8, TLL reserves the right to determine the costs arising from this itself and to charge these to the client.
12.7. In the event of damage to goods delivered by TLL, TLL may expect the Client to report the damaged goods at the time of their return.
13. RETURN OF GOODS TAILORMADECAMPAGNE
13.1. When the Client passes on the means of transport to be returned, it will receive a return date from TLL. The Client must prepare the means of transport to be returned, such as displays or pallets, for transport to TLL.
13.2. TLL uses third parties for the logistics process surrounding the return of means of transport. TLL reserves the right to have these logistics partners make observations regarding damage to goods.
13.3. If the Client has received display materials in accordance with the agreement, the Client must ensure that these materials are returned within a period of one hundred and eighty (180) days.
13.4. In the event of damage to goods delivered by TLL, TLL may expect the Client to report the damaged goods at the time of return of these goods.
14. OVER- OR UNDER-PRODUCTION IN THE CASE OF TAILOR-MADE CAMPAIGNS
14.1. TLL reserves the right to deliver ten percent (10%) more or less than the number of goods ordered under the agreement without the Client being entitled to object.
14.2. TLL is entitled to charge for this overproduction. In the event of underproduction, the Client will be compensated for the percentage of goods that has been underproduced.
15. WARRANTY
15.1. The goods delivered by TLL are guaranteed to the extent and for as long as promised in writing by Rho-Delta TLL to the Client upon entering into the agreement, or to the extent and for as long as declared applicable in the warranty certificates of the manufacturer, importer or supplier of TLL.
15.2. Any right to warranty shall lapse if and as long as the Client has not fulfilled its payment obligations in full with regard to the goods to which the warranty applies and any further obligations arising from the relevant agreement.
16. DEFECTS
16.1. If, after the end of a Reward Campaign, including the processing of any returns, a consumer approaches the Client regarding a defective good, the consumer must contact TLL, after which TLL reserves the right to refer the consumer to the manufacturer of the defective good.
17. PROVISION OF SERVICES
17.1. TLL is entitled to engage third parties for (part of) the performance of the agreement.
18. INTELLECTUAL PROPERTY
18.1. All intellectual property rights relating to the services provided by TLL and the goods delivered by TLL are vested in TLL or its suppliers. An agreement does not effect any transfer of intellectual property rights.
19. PUBLICITY
19.1. The Parties are not permitted to use each other’s (trade) names, trademarks, service marks or logos in advertising messages, news reports, annual reports, product packaging, signage, stationery, printed matter, advertisements or websites without the other Party’s prior written consent.
20. LIABILITY OF THE CLIENT
20.1. The Client is in any case responsible for providing the correct information relating to any (advertising) printed matter (POS materials, posters, savings cards, etc.), digital communications and invoicing details.
20.2. Errors in printed matter and digital communications are reserved.
21. TLL’S LIABILITY
21.1. If errors are made in the printed matter for which the Client is not responsible and to which the Client has not agreed, TLL will endeavour to offer a suitable solution. In this case, the costs incurred will be borne entirely by TLL.
21.2. TLL may not use any photographic material supplied by the Client in any form whatsoever unless the Client has given its consent.
22. CONFIDENTIALITY
22.1. The Client shall treat all data provided or exchanged by TLL, including all information relating to prices and stocks, as confidential information and shall keep it secret. The Client is not permitted to disclose confidential information to third parties, either directly or indirectly and in any form or by any means whatsoever, unless the owner of this information has given their explicit written consent.
23. AMENDMENT OF THE GENERAL TERMS AND CONDITIONS
23.1. TLL is entitled to amend or supplement these General Terms and Conditions of Sale and will publish the amended version on its websites.