GENERAL TERMS & CONDITIONS OF SALE

1. Definitions & Applicability

1.1  "Seller" means Printlocka B.V., a private limited company registered under Dutch law (KVK: 42050232), with its registered office at  Dreamstreet 71,2133 LK Hoofddorp Netherlands.

1.2  "Customer" means the registered business entity that has submitted a completed account registration form and has been approved by the Seller. Natural persons acting for personal purposes are excluded.

1.3  "Goods" means all advertising media, display materials, substrates, banners, and related products offered by the Seller.

1.4  These Terms & Conditions apply to all quotations, offers, order confirmations, and deliveries by the Seller. Any general purchasing conditions of the Customer are explicitly rejected and do not apply, unless agreed in writing by the Seller.

1.5  The Seller reserves the right to amend these Terms at any time. The version published on the Seller's website at the time of the order shall apply.

2. Account Registration & B2B Access

2.1  Access to pricing, ordering, and trade services is restricted to registered and approved business customers only. The Seller operates exclusively on a B2B basis.

2.2  To register, the Customer must provide:

(a) legal company name and registered address;

(b) Chamber of Commerce / trade register number;

(c) VAT identification number (where applicable);

(d) Authorised contact details;

(e) Intended use of the Goods.

2.3  The Seller reserves the right to approve or reject any registration at its sole discretion, without obligation to provide reasons.

2.4  The Customer is responsible for maintaining the confidentiality of its account credentials and for all activity conducted through its account.

3. Quotations & Order Formation

3.1  All quotations issued by the Seller are non-binding and subject to availability. A quotation lapses if not accepted within 30 days of issue, unless otherwise stated.

3.2  An order placed by the Customer (whether via the online platform or by email) constitutes an offer. A binding agreement is formed only upon the Seller's written order confirmation or upon dispatch of the Goods, whichever is earlier.

3.3  All prices are in Euros, exclusive of VAT and exclusive of delivery costs, unless expressly stated otherwise. Prices are subject to change without prior notice.

3.4  The Customer may not cancel or modify a confirmed order without the prior written consent of the Seller. Cancellation may be subject to a cancellation fee.

4. Delivery & Risk Transfer

4.1  All orders are dispatched from the Seller’s warehouse in the Netherlands.

4.2  Unless otherwise agreed in writing, delivery is made on DAP (Delivered at Place) terms (Incoterms® 2020) to the Customer's specified delivery address. Risk of loss and damage passes to the Customer upon delivery at the agreed destination.

4.3  Delivery dates and lead times are estimates only and do not constitute binding commitments. The Seller shall not be liable for delays caused by carriers or force majeure events.

4.4  Upon receipt, the Customer must inspect the Goods immediately. Any visible defects, shortages, or damage must be reported to the Seller in writing within 5 business days of delivery. Hidden (non-visible) defects must be reported within 14 days of discovery. Failure to notify within the applicable period constitutes acceptance of the Goods in respect of those defects (Article 7:23 Dutch Civil Code).

4.5  The Seller reserves the right to make partial deliveries. Each partial delivery may be invoiced separately.

5. Retention of Title

5.1  The Seller retains full ownership of all Goods delivered until all amounts due from the Customer — including from prior transactions — have been paid in full (eigendomsvoorbehoud, Article 3:92 Dutch Civil Code).

5.2  Until full payment, the Customer must: (a) store the Goods separately and clearly identified as the Seller's property; (b) not pledge, encumber, or otherwise dispose of the Goods; and (c) maintain adequate insurance.

5.3  In the event of non-payment or insolvency, the Seller is entitled to repossess the Goods at the Customer's cost without prior notice and without prejudice to any other rights.

6. Payment Terms

6.1  Payment terms are net 30 days from the invoice date (fatale termijn), unless otherwise agreed in writing. The payment date is a strict deadline (fatale termijn) as referred to in Article 6:83(a) of the Dutch Civil Code. Payment is due regardless of whether the Customer has resold or used the Goods.

6.2  Accepted payment methods:

(a) bank transfer (SEPA) to the Seller's designated account.

(b) credit card or online payment via the Seller's platform.

6.3  All payments must be made in Euros. Any bank charges arising from the Customer’s chosen payment method are borne by the Customer.

6.4  The Seller may require pre-payment or a deposit for new customers, large orders, or customers with overdue invoices.

7. Late Payment

7.1  If payment is not received by the due date, the Customer is in default by operation of law (van rechtswege in verzuim), without any further notice being required.

7.2  From the due date, the Seller is entitled to charge:

(a) statutory commercial interest as per the EU Late Payment Directive (2011/7/EU) and Article 6:119a of the Dutch Civil Code — currently the ECB reference rate plus 8 percentage points — calculated daily.

(b) a minimum flat-rate recovery fee of €40 per overdue invoice, without prejudice to the Seller's right to claim higher actual collection costs.

7.3  The Seller may, upon written notice:

(a) suspend all pending and future deliveries.

(b) declare all outstanding invoices immediately due and payable. 

(c) terminate the Customer's account.

7.4  All reasonable costs of collection — including legal fees — incurred by the Seller due to non-payment are for the Customer's account.

8. Warranty & Returns

8.1  The Seller warrants that the Goods conform to their description and are free from material defects at the time of delivery. This warranty covers defects notified within 12 months of delivery, provided the Customer complies with the inspection and notification obligations in Article 4.4. This warranty does not apply to defects arising from improper use, storage, or handling by the Customer.

8.2  The Seller's sole and exclusive obligation for non-conforming Goods is, at the Seller's discretion:

(a) replacement of the defective Goods.

(b)  or a credit note for the invoiced value of the defective Goods.

8.3  Returns are accepted only with prior written approval (Return Merchandise Authorisation — RMA) from the Seller. Unauthorised returns will not be accepted and may be returned at the Customer's expense.

8.4  Approved returns must be sent in their original packaging, unused and in resaleable condition. A restocking fee of up to 20% of the invoice value may apply.

9. Limitation of Liability

9.1  The Seller's total liability to the Customer, on any basis, shall not exceed the invoiced value of the specific Goods giving rise to the claim.

9.2  In no event shall the Seller be liable for:

(a) indirect or consequential loss.

(b) loss of profit, revenue, or business.

(c) damage to reputation.

(d) or loss of data — even if advised of the possibility of such loss.

9.3  Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

10. Force Majeure

10.1 Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to: natural disasters, war, pandemics, government actions, port closures, strikes, or freight disruptions ("Force Majeure Event").

10.2  The affected party must notify the other party in writing as soon as practicable after becoming aware of a Force Majeure Event.

10.3  If a Force Majeure Event continues for more than 30 days, either party may terminate the affected order without compensation, by written notice.

11. Intellectual Property

11.1  All intellectual property rights in the Seller's product catalogues, images, specifications, and website content remain vested in the Seller or its licensors.

11.2  The Customer must not reproduce, distribute, or use such materials for any purpose other than evaluating or ordering Goods without prior written consent.

12. Data Protection (GDPR)

12.1  The Seller processes personal data of Customer representatives in accordance with its Privacy Policy and the General Data Protection Regulation (EU) 2016/679 (GDPR) / Dutch Implementation Act (UAVG).

12.2  Personal data is processed for the purposes of: account management, order fulfilment, invoicing, and communication. The legal basis is Article 6(1)(b) GDPR (performance of a contract) and Article 6(1)(c) GDPR (legal obligation). Data will not be sold to third parties. Financial and invoicing data is retained for 7 years in accordance with Dutch tax law (Article 52 General Tax Act / AWR). Account data is retained for the duration of the business relationship plus 2 years.

12.3  The Customer has the right to access, rectify, and request erasure of its personal data, subject to legal retention obligations. Requests may be submitted to  info@printlocka.com.

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13. Governing Law & Jurisdiction

13.1  These Terms and all agreements arising from them are governed exclusively by the laws of the Netherlands, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2  Any dispute arising from or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands, subject to the Seller's right to bring proceedings in any other court of competent jurisdiction.

14. General Provisions

14.1  Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.2  Waiver: Failure by the Seller to enforce any provision does not constitute a waiver of that provision or any other provision.

14.3  Entire Agreement: These Terms, together with any written order confirmation, constitute the entire agreement between the parties regarding the supply of Goods.

14.4  Notices: All formal notices must be in writing and sent by email with read receipt or by registered post to the addresses stated in the order confirmation or account registration.

14.5  Language: These Terms are drafted and published in English only. English is the sole authoritative version.

15. Availability of These Terms (Terhandenstelling)

15.1  In accordance with Article 6:234 of the Dutch Civil Code, these Terms & Conditions are made available to the Customer before or at the time of contracting by:

(a) publication on the Seller's website at  www.printlocka.com/terms.

(b) inclusion as a PDF attachment to the Seller's order confirmation email.

(c) and/or provision on request by email.

15.2  By placing an order or registering an account, the Customer confirms that it has had the opportunity to review these Terms & Conditions and accepts them in their entirety.

15.3  If these Terms cannot reasonably be provided electronically, the Seller will provide a paper copy free of charge upon request.