Article 1: Definitions
These general terms and conditions are valid and binding within the graphic sector. In these general terms and conditions, the following terms shall have the following meanings:
Client: the natural or legal person who has commissioned the supplier to manufacture goods or to perform work;
Boendoek: the designer / Boendoek who has accepted the assignment or has issued a quotation or offer prior to a potential assignment;
Supplier: production companies and other intermediaries whose purpose is the reproduction and/or publication of the design created/prepared by Boendoek arising from the assignment as referred to under a;
Information Carriers: magnetic tapes and disks, optical disks, and other means intended for recording, editing, transmitting, or reproducing or publishing texts, images, or other data with the aid of equipment, all this in the broadest sense of the word.
Article 2: General
These conditions apply to offers and agreements, and the resulting deliveries and services of any nature whatsoever between Boendoek and the Client. Deviations and additions are only binding if and insofar as they have been agreed upon in writing between the parties.
Quotation, agreement and confirmation
Article 3: Price Quotation
The mere issuance of a price estimate, budget, preliminary calculation, or similar communication, whether or not designated as a quotation, does not oblige the Client to conclude an agreement with Boendoek. All oral and written offers and associated price quotations from Boendoek are non-binding and can only be accepted without deviations. Price quotations may be subject to change due to an unforeseen change in the work. All prices quoted are exclusive of sales tax (VAT) and any other government-imposed levies.
Article 4: Written Confirmation
Issued price quotations, whether in writing, via fax, or similar transmission media, must be confirmed by the Client and returned signed to Boendoek before the execution of the assignment will commence. Oral agreements and stipulations shall only bind Boendoek and the Client after they have been confirmed in writing by Boendoek.
Article 5: Multiple Designers/Design Agencies
If the Client wishes to award the same (multiple) assignment simultaneously to several designers/design agencies, the Client must inform all involved designers/design agencies thereof. At Boendoek's request, the Client must disclose to which other designers the assignment has been awarded. If a Client has previously awarded the same assignment to another designer/design agency, the Client must disclose which designer/design agency this was.
The execution of the agreement
Article 6: Provision of Data
The Client is obliged to do everything reasonably necessary or desirable to enable timely and correct delivery by Boendoek, particularly by timely provision of complete, sound, and clear data/required materials.
Article 7: Use of Other Suppliers
Assignments to production companies regarding the reproduction or publication of the design are issued by or on behalf of, commissioned by, and at the expense and risk of the Client. Boendoek shall make itself available – where necessary – for oral consultation for the execution of that assignment. At the Client's request, Boendoek can act as an authorized representative, at the Client's risk. The parties may agree on a further fee for this. When Boendoek commissions third parties, such as illustrators, designers, copywriters, artists, etc., the conditions agreed orally or in writing between the parties shall apply.
Article 8: Publication and Reproduction
Before proceeding to publication or reproduction, the parties must give each other the opportunity to check and approve the final print proof, revision proof, or the final prototype of the design.
Article 9: Term of Delivery
A term specified by Boendoek for the completion of the design is, unless expressly stated in writing that it is a final deadline, only indicative. Boendoek shall, even with a specified term for completing the design, only be in default after the Client has issued a notice of default to Boendoek.
Copyright, design right and ownership right
Article 10: Copyright, Reproduction Right and Industrial Property
The copyright and the exclusive right of drawing or model with regard to the preliminary and final design and of the design drawings, models, working and detail drawings, as well as with regard to the subsequently manufactured copies of the product, belong to Boendoek. As long as no further written agreement is entered into between Boendoek and the Client regarding the transfer of copyright or the exclusive right of drawing, model, plan, or concept, these rights shall remain with Boendoek.
Article 11: Copyright Holder
Boendoek guarantees that the delivered work was designed by or on behalf of Boendoek, that Boendoek is considered the creator within the meaning of the Copyright Act, and can dispose of the work as copyright holder.
Article 12: Investigation into the Existence of Rights
Unless expressly agreed otherwise, the assignment does not include conducting research into the existence of trademark rights, design or model protection, patent rights, copyrights, and portrait rights of third parties. The same applies to research into the possibility of such forms of protection for the Client.
Article 13: Name Attribution
Boendoek is at all times entitled to sign the design and/or have its name mentioned in the colophon of a publication or on an announcement or title roll. Without prior permission, the Client is not permitted to publish or reproduce the work without mentioning Boendoek's name. If Boendoek deems it necessary, the Client shall provide the work to be reproduced and/or published with the © symbol with Boendoek's name and the year of first publication; or the ® symbol, with either the year of international deposit and the name of Boendoek/the depositor, or the number of the international deposit.
Article 14: Ownership with Boendoek
As long as no further agreements are made between Boendoek and the Client regarding the transfer of ownership of items made available by Boendoek to the Client, such as materials, lithographs, working drawings, prototypes, design sketches, designs, plans, and concepts, etc., these shall remain the property of Boendoek. A duplicate of these items shall be kept indefinitely on the customary information carriers available within Boendoek, with the care of a good custodian. The Client bears all risks with regard to the aforementioned items. Should items be lost due to technical causes, Boendoek cannot be held responsible for this. At the Client's request, a new model can be manufactured by Boendoek. The parties may agree on a further fee for this.
Use and license
Article 15: Use
When the Client fully meets its obligations under the agreement with Boendoek, it thereby obtains the exclusive right to use the design insofar as this concerns the right of publication and reproduction in accordance with the purpose and/or print run as agreed upon in the assignment. If nothing has been stipulated regarding the purpose or print run, the first use and the first print run shall be considered as agreed.
Article 16: Broader Use
In the event of use exceeding that agreed upon, a new agreement regarding the usage rights must be concluded between the parties.
Article 17: Changes
The Client is not permitted to make or have made changes to the preliminary or final designs without Boendoek's written permission. Boendoek cannot withhold this permission if doing so would be contrary to reasonableness. If the Client desires a change, the Client must first give Boendoek the opportunity to implement it. A fee shall be paid for this, based on the customary fee rates used by the designer.
Article 18: Own Promotion
As long as no further agreements have been made on this matter, Boendoek has the freedom to use the design and/or concept for its own publicity or promotion.
Article 19: Proof Material
In the case of a design that will be mass-produced, the Client shall provide the designer, free of charge, with at least 15 copies of the reproduced design, or of the relevant part thereof, as soon as publication or disclosure has taken place.
Fee
Article 20: Fee and Additional Costs
In addition to the agreed fee, the costs incurred by the designer for the execution of the assignment that do not fall under normal overhead costs are also eligible for reimbursement.
Article 21: Fee for Changed Assignment
If Boendoek is forced to perform additional or different work due to the Client's failure to timely or correctly supply complete, sound, and clear data/materials, or due to a changed or incorrect assignment and/or briefing, this work shall be remunerated separately.
Article 22: Usage Fee
The fee agreed between the parties also includes the remuneration for the exclusive right to use the design, insofar as this concerns the right of publication and reproduction in accordance with the purposes and/or print run as agreed upon in the assignment.
Payment conditions
Article 23: Payment Obligation
Unless otherwise agreed, the Client must pay the price and other amounts due under the agreement within 14 days of the invoice date, without being able to invoke any discount, set-off, or suspension. If, after the expiry of this term, Boendoek has not yet received (full) payment, the Client shall be in default and shall owe interest equal to the statutory interest rate increased by at least 2%. Both extrajudicial and judicial collection costs, including lawyers' and bailiffs' fees, incurred in connection with late payments, shall be borne by the Client. The extrajudicial costs are set at a minimum of 15% of the invoice amount with a minimum of EUR 115.00.
Article 24: Periodic Payments
Boendoek has the right, during an assignment, to reasonably charge for work performed up to that point.
Article 25: Suspension
If the Client fails to meet its payment obligations, all rights transferred by Boendoek to the Client within the agreement shall be suspended until such time as these payment obligations have been met. In that case, the Client is not permitted to use the designs made available to it.
Revocation and termination of assigment
Article 26: Revocation of Assignment
When the Client revokes an assignment issued in writing, the Client must pay the entire fee that Boendoek would have been entitled to upon full completion of the assignment, as well as all additional costs incurred up to that point.
Article 27: Long-Term Agreements
When Boendoek's activities consist of repeatedly performing work for a regularly published publication, the applicable agreement shall, unless otherwise agreed in writing, be for an indefinite period. This agreement can only be terminated by written notice, subject to a reasonable notice period of at least three months.
Article 28: Termination of Assignment
If circumstances beyond Boendoek's control arise, as a result of which Boendoek cannot reasonably be expected to continue fulfilling the assignment, Boendoek has the right to terminate this assignment without being liable for any compensation or guarantee. In this case, Boendoek is entitled to a fee for the work performed up to that point and to reimbursement of the costs incurred up to that point, and is obliged to make the achieved results available to the Client. If conduct or actions on the part of the Client are the cause for Boendoek not reasonably being expected to continue fulfilling the assignment, then Boendoek, in addition to the right to terminate the assignment, is entitled to the full fee pertaining to the assignment.
Liability
Article 29: Liability
Boendoek can never be held liable for errors in the text and/or design if the Client, in accordance with the provisions of Art. 7 and Art. 11, has carried out a check and given its approval. Boendoek can also never be held liable for the use of photographic material provided by Boendoek – which originally serves as presentation material – the copyrights of which belong to third parties, provided that the Client has been informed of this orally or in writing and/or, in accordance with the provisions of Art. 7 and Art. 11, has carried out a check and given its approval. The Client bears the risk of misunderstandings or errors regarding the execution of the agreement if these are caused by or originate from actions of the Client, such as not timely or not providing complete, sound, and clear data/materials. Boendoek cannot be held liable for errors of suppliers (production companies).
Article 30: Limitation of Liability
Boendoek's liability for damages arising from an agreement with a Client is always limited to the amount of the fee due to Boendoek.
Article 31: Copies of Materials
The Client is obliged, where reasonably possible, to keep copies of materials and data until the assignment is completed. If the Client fails to do so, the designer cannot be held liable for damage that would not have occurred if these copies had existed.
Article 32: Warranty for Supplied Materials
The Client indemnifies Boendoek against claims regarding copyrights concerning materials provided by the Client that are used in the execution of the assignment.
Article 33: Method of Delivery; Retention of Title
Any delivery of goods by the supplier to the Client is made subject to retention of title thereof until the Client has fulfilled all obligations under the agreement, including interest and costs. If transport of the goods to be delivered has been agreed, this shall be at the Client's expense. The Client shall always bear the risk during transport. Transport also includes the transmission of data via the telephone network and any comparable transmission using any technical means. Acceptance of goods from Boendoek by the carrier serves as proof that they were in externally good condition, unless the contrary is apparent from the consignment note or receipt.
Other provisions
Article 34: Other Conditions
General and special conditions of the Client do not bind Boendoek unless and insofar as these do not conflict with the present conditions and insofar as Boendoek has explicitly accepted the applicability of such conditions in writing.
Article 35: Dutch Law
The agreement between Boendoek and the Client is governed by Dutch law. The competent court to hear disputes between Boendoek and the Client is the court in the district where Boendoek is established, without prejudice to the statutory provisions concerning the competence of the Cantonal Court (Kantonrechter).
Article 36: Amendments to the Conditions
Boendoek reserves the right to amend these general terms and conditions at its discretion. The general terms and conditions will be provided to the Client once during the execution by Boendoek of the first placed or currently ongoing assignment, so that the Client is aware of them. When extending an ongoing assignment or placing a new assignment with Boendoek, the Client must ascertain whether Boendoek's general terms and conditions have been amended during that time.
Version: June 2021