Terms and Conditions

Article 1 – General

These terms and conditions apply to every offer, quotation, and agreement between Gazette, hereinafter referred to as ‘the User’, and a Client to whom the User has declared these terms applicable, unless explicitly and in writing agreed otherwise by the parties.
The present terms and conditions also apply to agreements with the User for the execution of which third parties must be engaged by the User.
These general terms and conditions are also written for the employees of the User and its management.
The applicability of any purchase or other terms and conditions of the Client is expressly rejected.
If one or more provisions in these general terms and conditions are or become wholly or partially void or are annulled at any time, the remaining provisions of these general terms and conditions shall remain fully applicable. The User and the Client shall then consult to agree on new provisions to replace the void or annulled provisions, whereby the purpose and scope of the original provisions shall be observed as much as possible.
If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall be made ‘in the spirit’ of these provisions.
If a situation arises between the parties that is not regulated in these general terms and conditions, this situation shall be assessed in the spirit of these general terms and conditions.
If the User does not always demand strict compliance with these terms and conditions, this does not mean that its provisions are not applicable, or that the User would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

Article 2 – Quotations and Offers

All quotations and offers from the User are non-binding, unless a term for acceptance has been stipulated in the quotation. If no term for acceptance has been stipulated, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the interim.
The User cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or clerical error.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, and administrative costs, unless otherwise indicated.
If the acceptance (whether or not on minor points) deviates from the offer contained in the quotation or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.
A composite quotation does not oblige the User to perform a part of the assignment for a proportionate part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3 – Contract Duration; Execution Periods, Transfer of Risk, Execution and Amendment of Agreement; Price Increase

The agreement between the User and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties explicitly and in writing agree otherwise.
If a term has been agreed upon or specified for the execution of certain activities or for the delivery of certain goods, this is never a strict deadline. In the event of exceeding a term, the Client must therefore give the User written notice of default. The User must thereby be offered a reasonable period to still execute the agreement.
The User shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. All this based on the state of scientific knowledge known at that time.
The User has the right to have certain activities performed by third parties. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
If activities are performed by the User or by third parties engaged by the User in the context of the assignment at the Client’s location or a location designated by the Client, the Client shall provide free of charge the facilities reasonably desired by those employees.
Delivery takes place ex works of the User. The Client is obliged to take delivery of the goods at the moment they are made available to him. If the Client refuses acceptance or is negligent in providing information or instructions necessary for delivery, the User is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage, or depreciation transfers to the Client at the moment the goods are made available to the Client.
The User is entitled to execute the agreement in different phases and to invoice the thus executed part separately.
If the agreement is executed in phases, the User may suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
The Client shall ensure that all data which the User indicates are necessary or which the Client should reasonably understand are necessary for the execution of the agreement, are provided to the User in a timely manner. If the data required for the execution of the agreement have not been provided to the User in a timely manner, the User has the right to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay according to the rates customary at that time. The execution period shall not commence until the Client has made the data available to the User. The User is not liable for damage of any kind whatsoever, caused by the User having relied on incorrect and/or incomplete data provided by the Client.
If, during the execution of the agreement, it proves necessary for its proper execution to amend or supplement it, the parties shall timely and in mutual consultation proceed to adapt the agreement. If the nature, scope, or content of the agreement is changed, whether or not at the request or instruction of the Client, competent authorities, et cetera, and the agreement is thereby changed qualitatively and/or quantitatively, this may have consequences for what was originally agreed upon. As a result, the originally agreed amount may also be increased or decreased. The User will provide a price estimate thereof as much as possible in advance. Furthermore, due to an amendment of the agreement, the originally specified execution period may be changed. The Client accepts the possibility of amendment of the agreement, including the amendment in price and execution period.
If the agreement is amended, including a supplement, the User is entitled to execute it only after approval has been given by the person authorized within the User and the Client has agreed to the price and other conditions specified for the execution, including the then to be determined time at which it will be executed. The non-execution or delayed execution of the amended agreement does not constitute a breach of contract by the User and is not a ground for the Client to terminate or cancel the agreement.
Without thereby being in default, the User may refuse a request for amendment of the agreement if this could have qualitative and/or quantitative consequences, for example, for the activities to be performed or goods to be delivered in that context.
If the Client should default in the proper fulfillment of what he is obliged to do towards the User, the Client is liable for all damage incurred by the User directly or indirectly as a result.
If the User agrees on a fixed fee or fixed price with the Client, the User is nevertheless entitled at all times to increase this fee or price without the Client being entitled in that case to terminate the agreement for that reason, if the price increase results from an authority or obligation under law or regulations, or is caused by an increase in the price of raw materials, wages, etc., or on other grounds that were not reasonably foreseeable at the time the agreement was concluded.
If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and occurs within three months after the conclusion of the agreement, only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to terminate the agreement by written declaration, unless the User
- is still willing to perform the agreement based on the originally agreed terms;
- the price increase results from an authority or an obligation incumbent on the User by law;
- it has been stipulated that delivery will take place more than three months after the conclusion of the agreement;
- or, in the case of delivery of a good, if it has been stipulated that delivery will take place more than three months after the purchase.

Article 4 – Suspension, Termination, and Early Cancellation of the Agreement

The User is entitled to suspend the performance of obligations or to terminate the agreement if the Client fails to perform, performs incompletely, or performs untimely the obligations under the agreement; if circumstances that have come to the User’s knowledge after the conclusion of the agreement give reasonable grounds to fear that the Client will not perform the obligations; if the Client was requested to provide security for the fulfillment of his obligations under the agreement upon its conclusion and this security is not provided or is insufficient; or if, due to delay on the part of the Client, the User can no longer reasonably be expected to perform the agreement under the originally agreed conditions.
Furthermore, the User is entitled to terminate the agreement if circumstances arise that are of such a nature that performance of the agreement is impossible, or if other circumstances arise that are of such a nature that unaltered continuation of the agreement cannot reasonably be expected of the User.
If the agreement is terminated, the User’s claims against the Client are immediately due and payable. If the User suspends the performance of obligations, he retains his rights under the law and the agreement.
If the User proceeds to suspension or termination, he is in no way liable for compensation of damages and costs arising therefrom in any way.
If the termination is attributable to the Client, the User is entitled to compensation for damages, including costs, arising directly and indirectly therefrom.
If the Client fails to perform his obligations arising from the agreement and this non-performance justifies termination, the User is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, while the Client, due to breach of contract, is indeed obliged to pay damages or compensation.
If the agreement is terminated prematurely by the User, the User will, in consultation with the Client, arrange for the transfer of outstanding work to third parties. This is unless the termination is attributable to the Client. If the transfer of the work entails additional costs for the User, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless the User indicates otherwise.
In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment has not been lifted within three months – at the expense of the Client, debt restructuring, or any other circumstance whereby the Client can no longer freely dispose of his assets, the User is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, the User’s claims against the Client are immediately due and payable.
If the Client cancels a placed order wholly or partially, the work performed and the goods ordered or prepared for it, plus any supply, transport, and delivery costs thereof, and the labor time reserved for the performance of the agreement, will be charged in full to the Client.

Article 5 – Force Majeure

The User is not obliged to perform any obligation towards the Client if he is hindered as a result of a circumstance not attributable to fault, and which is not for his account under law, a legal act, or generally accepted views.
Force majeure in these general terms and conditions means, in addition to what is understood in law and jurisprudence concerning it, all external causes, foreseen or unforeseen, over which the User has no influence, but which prevent the User from fulfilling his obligations. This includes strikes in the User’s company or by third parties. The User also has the right to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after the User should have performed his obligation.
The User may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to terminate the agreement, without obligation to compensate the other party for damages.
Insofar as the User, at the time of the occurrence of force majeure, has partially performed or will be able to perform his obligations under the agreement, and the performed or to be performed part has independent value, the User is entitled to invoice the already performed or to be performed part separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6 – Payment and Collection Costs

Payment must always be made within 14 days of the invoice date, in a manner to be indicated by the User and in the currency in which it was invoiced, unless otherwise indicated in writing by the User. The User is entitled to invoice periodically.
If the Client fails to make timely payment of an invoice, the Client is in default by operation of law. The Client will then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate is due. The interest on the overdue amount will be calculated from the moment the Client is in default until the moment the full amount due is paid.
The User has the right to apply payments made by the Client firstly to costs, then to accrued interest, and finally to the principal sum and current interest. The User may, without thereby being in default, refuse a payment offer if the Client designates a different order for the allocation of the payment. The User may refuse full repayment of the principal sum if the accrued and current interest and collection costs are not also paid.
The Client is never entitled to set off what he owes to the User. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
If the Client fails to fulfil its obligations (in a timely manner), all reasonable costs incurred in obtaining extrajudicial satisfaction will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher collection costs that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client will also owe interest on the collection costs owed.

Article 7 – Retention of title

The items delivered by the User within the framework of the agreement remain the property of the User until the Client has duly fulfilled all obligations arising from the agreement(s) concluded with the User.
The items delivered by the User, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorised to pledge the items falling under the retention of title or to encumber them in any other way.
The Client must always do everything that may reasonably be expected of it to safeguard the User’s rights of ownership. If third parties seize the items delivered under retention of title or wish to establish or assert rights to them, the Client is obliged to inform the User of this immediately. Furthermore, the Client undertakes to insure the items delivered under retention of title and keep them insured against fire, explosion and water damage, as well as against theft, and to allow the User to inspect the policy of this insurance on first request. In the event of any payment by the insurance company, the User is entitled to these funds. To the extent necessary, the Client undertakes in advance to cooperate with the User in everything that may (appear) to be necessary or desirable in that context.
In the event that the User wishes to exercise its rights of ownership as referred to in this article, the Client hereby gives unconditional and irrevocable permission in advance to the User and third parties to be designated by the User to enter all those places where the User’s property is located and to take it back.

Article 8 – Guarantees, inspection and complaints, limitation period

The items to be delivered by the User meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items that are intended for use within the Netherlands. When used outside the Netherlands, the Client must verify whether its use is suitable for use there and complies with the conditions set for it. In that case, the User may set other guarantee and other conditions with regard to the items to be delivered or the work to be performed.
The guarantee referred to in paragraph 1 of this article applies for a period of one month after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the guarantee provided by the User concerns an item that was produced by a third party, the guarantee is limited to that provided by the manufacturer of the item, unless stated otherwise.
Any form of guarantee will lapse if a defect has arisen as a result of or arises from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and / or by third parties when, without the written consent of the User, the Client or third parties have made or attempted to make changes to the item, other items have been attached to it that should not be attached to it, or if these have been processed or processed in a manner other than the prescribed manner. The Client is also not entitled to a guarantee if the defect has arisen due to or is the result of circumstances over which the User cannot exercise any influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etcetera.
The Client is obliged to (have) examine the delivered goods immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the Client must investigate whether the quality and / or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to the User in writing within seven days of delivery. Any non-visible defects must be reported to the User in writing immediately, but in any event no later than fourteen days after their discovery. The notification must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Client must give the User the opportunity to (have) investigate a complaint.
If the Client complains in time, this does not suspend its payment obligation. In that case, the Client will also remain obliged to purchase and pay for the other items ordered and what it has commissioned the User to do.
If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.
If it is established that an item is defective and a complaint has been made in good time, the User will, at its option, replace the defective item within a reasonable period after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Client, or arrange for repair thereof or pay replacement compensation to the Client. In the event of replacement, the Client is obliged to return the replaced item to the User and to transfer ownership thereof to the User, unless the User indicates otherwise.
If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs, incurred by the User as a result, will be borne in full by the Client.
After the expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Client.
In deviation from the statutory limitation periods, the limitation period for all claims and defences against the User and third parties involved by the User in the performance of an agreement is one year.

Article 9 – Liability

If the User should be liable, this liability is limited to what is stipulated in this provision.
The User is not liable for damage, of whatever nature, caused because the User has assumed incorrect and / or incomplete information provided by or on behalf of the Client or instructions provided and executed by or on behalf of the Client that are irreversible by their nature or have consequences that are beyond the User’s sphere of influence.
If the User should be liable for any damage, the User’s liability is limited to a maximum of once the invoice value of the order, or at least to that part of the order to which the liability relates.
The User’s liability is in any case always limited to the amount of the payment from its insurer in the case in question.
The User is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage as defined in these terms and conditions, any reasonable costs incurred to ensure that the User’s defective performance complies with the agreement, insofar as these can be attributed to the User, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. The User is never liable for indirect damage, including consequential damage, lost profits, missed savings, and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates.

Article 10 – Indemnification

The Client indemnifies the User against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to parties other than the User. If the User is held liable by third parties in this regard, the Client is obliged to assist the User both in and out of court and to do everything that may be expected of him in such a case without delay. Should the Client fail to take adequate measures, the User is entitled, without notice of default, to do so himself. All costs and damages incurred by the User and third parties as a result thereof are entirely at the expense and risk of the Client.

Article 11 – Intellectual Property

The User reserves the rights and powers vested in him under the Copyright Act and other intellectual property laws and regulations. The User has the right to use the knowledge gained through the execution of an agreement for other purposes, provided that no strictly confidential information of the Client is disclosed to third parties.

Article 12 – Applicable Law and Disputes

All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The court in the User’s place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the User has the right to submit the dispute to the competent court according to the law.
Parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Article 13 – Amendment of Terms

The version most recently filed or the version that applied at the time the legal relationship with the User was established is always applicable.
The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.

Amsterdam, October 1, 2025