General terms and conditions

General terms and conditions for companies of the sole proprietorship Socialframe, located in Oldenzaal.

These terms and conditions apply to every offer, quotation, and agreement between Socialframe and a client to which Socialframe has declared these terms and conditions applicable, unless the parties have expressly deviated from these terms and conditions in writing. These terms and conditions also apply to agreements with Socialframe, for the execution of which Socialframe must engage third parties.

ARTICLE 1 - DEFINITIONS

"Client" refers to the commercial purchaser of Socialframe's goods and services. "Written" refers to a record made online, by email, or by letter.

ARTICLE 2 - IDENTITY OF THE ENTREPRENEUR

Entrepreneur name: SocialFrame

Business address: Hinmanweg 9M 7575BE Oldenzaal

Email address: info@socialframe.nl

Chamber of Commerce number: 59671211 in Oldenzaal

VAT identification number: NL001329555B95

ARTICLE 3 - EXCLUSION OF THE CLIENT'S CONDITIONS

The General Terms and Conditions used by the client are excluded from application. If one or more provisions in Socialframe's General Terms and Conditions are at any time wholly or partially null and void or are annulled, the remaining provisions of these General Terms and Conditions will remain fully applicable. Socialframe and the client will then consult with each other to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and intent of Socialframe's original provisions will be observed as much as possible. If there is any ambiguity regarding the interpretation of one or more provisions of Socialframe's General Terms and Conditions, the interpretation must be in accordance with the spirit of Socialframe's General Terms and Conditions. If a situation arises between the parties that is not covered by Socialframe's General Terms and Conditions, this situation must be assessed in accordance with the spirit of Socialframe's General Terms and Conditions.

ARTICLE 4. OFFER, CONCLUSION OF AN AGREEMENT

The agreement between the client and Socialframe is not concluded simply because the client places an order in response to an offer from Socialframe, but only when Socialframe confirms the client's order in writing ("order confirmation"). Therefore, offers from Socialframe are not binding in the sense that they only need to be accepted by the client to form an agreement.

ARTICLE 5 - CANCELLATION

If the client wishes to cancel the agreement concluded with Socialframe, they must send Socialframe written notice of cancellation. The cancellation will only become effective once Socialframe has confirmed the cancellation in writing. The client cannot cancel after Socialframe has placed the order for printing.

After cancellation, Socialframe will always charge the client a minimum of €100 for costs and the actual costs incurred up to that point if these amount to more than €100.

ARTICLE 6 - LAYOUT AND SPECIFICATIONS OF THE PRINTED WORK AND ACCOUNTABILITY

6.1 Upon written request, the client will receive a paper sample free of charge for use in ordering printed materials. This sample allows the client to assess the paper quality. If the client orders printed materials without requesting a paper sample, they cannot make any complaints about the paper quality.

6.2 After the agreement has been concluded, Socialframe will notify the client in writing that they can send the desired layout of the printed material to Socialframe. This sending will take place in accordance with the procedure and specifications (hereinafter collectively: "Delivery Specifications") listed on the Socialframe website. Socialframe is not obligated to accept a submission that does not meet the Delivery Specifications. Errors, deviations, or malfunctions that occur during the (electronic) submission of the layout are the sole risk of the client. Socialframe assumes no responsibility or liability for these.

6.3 The client can choose to have Socialframe perform a check after submitting the files with the layout ("check files"). In that case, Socialframe verifies whether the submitted files meet the technical printing requirements and checks the files for conformity with the delivery specifications. Socialframe does not assess whether the submitted file contains inaccuracies or errors in text, artwork, or color, etc., as part of the "check files" process. If the client does not opt ​​for "check files," Socialframe enables the client to submit the file using the "file checking system," and the client can generate and check a print preview in PDF format. The order will only proceed after the client has approved the print preview, according to the established procedure.

6.4 The client acknowledges that colors—of printed products and layout files—as displayed in the client's own printout or as shown on the client's screen, will deviate to a certain extent from the color of the printed work after production. Such a deviation does not entitle the client to claim a defect. An objectively determined standard color only applies if it is stated in the order confirmation. Deviations of up to 5% in size are permitted and do not entitle the client to claim a defect. The deviation is determined by comparing (i) in the case of "control files": with the file as received by Socialframe and (ii) in other cases: with the print preview in PDF. Even if a standard color applies, a deviation is permitted. Minor deviations in the quality and grammage of the paper are permitted. The tolerance standards according to the general sales conditions of the Association of Paper Wholesalers serve as a benchmark. The client can consult these conditions on the Socialframe website, and they will be sent to the client free of charge upon request by Socialframe.

ARTICLE 7 PRICE AND PAYMENT

7.1 The agreed price and payment method are determined solely by the order confirmation. Prices quoted are exclusive of VAT unless otherwise indicated. The agreed price is free of charge to the delivery address, provided this is an address in the Netherlands, unless otherwise indicated in the order confirmation.

7.2 If advance payment has been agreed, the order will only be processed after the client has paid the full amount. Nevertheless, Socialframe may charge costs incurred before payment was received in the event of cancellation. If payment on account has been agreed, the client will pay the invoice amount within 14 days of the invoice date. In this case, Socialframe may request advance payment or cash on delivery if Socialframe (subsequently) has reason to fear that payment on account will not be made on time.

7.3 The client is responsible for the costs of electronic payments. The client is not entitled to offset the payment obligation against a claim against Socialframe.

7.4 If the payment term referred to in 7.2 above is exceeded, the client will be in default immediately, without notice of default. Socialframe will then be entitled to terminate the agreement. Socialframe will then be entitled to compensation of the statutory commercial interest (Article 6:119a of the Dutch Civil Code) from the date on which payment should have been made. Socialframe is also entitled to reimbursement of collection costs. These costs are set at 15% of the invoice amount, but Socialframe is entitled to a higher amount if the actual costs are higher.

ARTICLE 8. DELIVERY AND RISK DURING TRANSPORT

8.1 Delivery to the client within the Netherlands will take place during business hours, 8:30 AM to 6:00 PM, on weekdays, using suitable transport commissioned by Socialframe. The printed materials will be packaged in the usual manner.

8.2 Socialframe is responsible for the costs of transport to a delivery address within the Netherlands, unless otherwise stated in the order confirmation. However, the risk of loss or damage to the printed material during transport always remains entirely with the client, from the moment it is delivered to the carrier. The client must hold the carrier liable for compensation in the event of loss or damage. Deviating agreements regarding transport and/or packaging are only binding on Socialframe if they have been agreed upon in writing by Socialframe.

8.3 The delivery times specified by Socialframe are calculated from the moment the order is printed, as indicated by Socialframe's status. The delivery times specified by Socialframe are indicative; they do not constitute a "strict deadline" that would result in Socialframe's liability if exceeded. A strict deadline only applies if Socialframe has accepted that obligation in writing, with the express indication that it is a strict deadline. Exceeding the indicative delivery period does not entitle the client to any claims for non-compliance. If an indicative delivery period is exceeded by more than 30 days, the client may cancel the order in writing. Notwithstanding Article 4, cancellation will not incur any costs for the client.

8.4 If delivery cannot take place for reasons attributable to the client, a further delivery will be made free of charge. The delivery period will be extended by the resulting delay; this extended delivery period is also a strict deadline. If delivery of the goods is still not possible, Socialframe will hold the goods at the client's expense until further notice, but for a maximum of 30 days. Within those 30 days, the client can still receive delivery, upon payment of the storage and (re)delivery costs. Once the 30 days have elapsed, Socialframe may dispose of the goods at the client's expense. The purchase price is due upon first delivery. The purchase price remains due if Socialframe disposes of the goods.

ARTICLE 9 TO WHICH THE SOCIALFRAME AGREEMENT REQUIRES, ADVERTISING

9.1 Socialframe will deliver the printed products with the specifications and qualities as stated in the order confirmation, taking into account the provisions of these general terms and conditions, for example, regarding permitted deviations. Socialframe only guarantees that the printed products are generally suitable for the intended purpose. Socialframe does not guarantee that the printed products are suitable for any specific purpose, either in general or for a specific purpose envisioned by the client. It does not matter whether the client has communicated this specific purpose to Socialframe.

9.2 Deviations in quantities are permitted if they remain within 10% of the quantity specified in the order. Within this margin, any excess quantity will not be charged, and any less will not be offset.

9.3 The client will check within eight days of delivery whether the delivered goods comply with the agreement. This includes, but is not limited to: quantity, layout, color scheme, and other externally visible aspects. Complaints from the client regarding the aforementioned points must be submitted to Socialframe by registered mail within the specified timeframe. Complaints regarding aspects other than those mentioned above must be submitted to Socialframe by registered mail within eight days of discovery.

The client can no longer submit a complaint if three months have passed since delivery. Each complaint must include a detailed description of the complaint, along with approximately 30 copies of the printed material to which the complaint relates. If an invoice has been received in the meantime, a copy of the invoice must also be included. Upon receipt of a timely complaint in accordance with the correct procedure, Socialframe will promptly investigate the complaint and contact the client.

9.4 If the period for complaints is exceeded, Socialframe has the right to reject the complaint and Socialframe will not be liable for the relevant shortcoming.

9.5 If Socialframe has deemed the client's claim to be valid, the client will return the printed material to Socialframe at Socialframe's first request. Socialframe will then bear the transportation costs. If the client returns the printed material without being asked, the transportation costs will be borne by the client, regardless of whether Socialframe considers the claim to be valid or not.

9.6 The client cannot make complaints about printed matter if the printed matter is used normally by the client or if there is incorrect storage or use.

9.7 If the client has a justified complaint about the printed material, Socialframe is obligated, but also entitled, to remedy the defect, re-deliver the printed material or to supply the missing item. This (re)delivery will be carried out expeditiously. In such a case, the client is not entitled to cancel or terminate the agreement. If re-delivery is inconvenient for Socialframe, Socialframe may choose to cancel the order and credit the purchase price.

ARTICLE 10 - LIMITATION OF SOCIALFRAME'S LIABILITY

10.1 Socialframe's liability in connection with the delivery of printed matter to the client – ​​both liability under the agreement and liability under the law – is limited, as indicated below.

10.2 In the event of an attributable breach as referred to in 8.7, the client is not entitled to dissolve or terminate the agreement. In that case, the client has no (further) claims against Socialframe.

10.3 Socialframe is never liable for indirect or consequential damages, suffered by the client or by third parties. Indirect or consequential damages include, but are not limited to: reputational damage, loss of goodwill, loss of turnover/profit, and damage to buildings. Socialframe's liability is always limited to the invoice amount, including VAT, of the order in which the liability claim by the client or third party arises. If the (cause of) the liability claim relates to a partial delivery, the maximum liability is determined by the value of that part of the order.

10.4 The limitation of liability shall lapse in the event of intent or gross negligence bordering on intent on the part of the management of Socialframe, but not in the event of intent or gross negligence bordering on intent on the part of employees, assistants or suppliers of Socialframe.

10.5 Socialframe is not liable for aspects of the delivery for which the client is responsible or bears the risk. This includes, but is not limited to, the layout approved by the client as stipulated in 5.3. Socialframe is also not liable for aspects that fall within the permissible deviations stipulated elsewhere in these terms and conditions.

10.6 The client will indemnify and hold Socialframe harmless if Socialframe is held liable by a third party in connection with delivered printed material and the relevant defect, in the relationship between the client and Socialframe, is not the responsibility or risk of Socialframe, but of the client. This may also involve exceeding a liability limit.

ARTICLE 11 - RESERVATION OF OWNERSHIP

Socialframe retains ownership of delivered printed materials until the client has fulfilled all obligations to Socialframe arising from the delivery of printed materials or from any related transactions the parties have entered into or will enter into. The client may use the printed materials, the ownership of which is reserved by Socialframe, in the normal course of their business. The client is not authorized to alienate these items or grant security rights to them for the benefit of third parties.

ARTICLE 12 - INFRINGEMENT OF THIRD PARTY RIGHTS

The client warrants to Socialframe that the layout of the printed material, as determined by the client, does not infringe on the rights of third parties, in particular third-party copyrights. The client will compensate Socialframe for all damages and losses suffered by Socialframe if and because the printed material produced by Socialframe infringes on the rights of third parties. The client indemnifies Socialframe against any third-party claims in this regard. Socialframe reserves the right to make and retain copies of the layout for the purpose of executing the agreement with the client.

ARTICLE 13 - FORCE MAJEURE

The parties are not liable for any failure to perform in the event of force majeure. Force majeure on the part of Socialframe shall in any case include: war, unrest and hostilities of any kind, blockades, boycotts, natural disasters, epidemics, shortages of raw materials, impediments to and interruptions of transport options, business disruptions, import and export restrictions or prohibitions, and impediments caused by measures, laws, or decrees of international, national, and regional government agencies. To the extent applicable, force majeure on the part of Socialframe shall also apply if the aforementioned circumstances occur with Socialframe's assistants or suppliers.

ARTICLE 14 - APPLICABLE LAW AND DISPUTES

Dutch law applies to the agreement. Disputes will be submitted for decision

ARTICLE 15 - LOCATION AND AMENDMENT OF CONDITIONS

1. These terms and conditions have been filed with the Chamber of Commerce in Enschede under number 59671211. The most recently filed version, or the version applicable at the time the legal relationship with Socialframe was established, always applies.

2. The Dutch text of the general terms and conditions is always decisive for their interpretation: Filed with the Chamber of Commerce number 82497346 in Oldenzaal