ARTICLE 1. DEFINITIONS
1.1. The Big Gifts B.V.: the private limited company The Big Gifts B.V., having its registered office in The Hague and registered with the Chamber of Commerce under file number 77743717.
1.2. Customer: the natural person or legal entity that has entered into an agreement with The Big Gifts B.V.
1.3. General terms and conditions’ are understood to mean: the entirety of the provisions as included below.
1.4. Products: the products sold by The Big Gifts B.V.. This includes, but is not limited to: selling self-designed gift articles to companies via an online web store. Also the sale of business and Christmas gifts.
1.5. Agreement: the agreement between The Big Gifts B.V. and the customer under which The Big Gifts B.V. will perform the service.
1.6. Information: all data originating from the customer.
1.7. Written: by letter, e-mail and digital communication.
1.8. Confidential information: all financial, business and personal data entered, processed and stored by the client and/or The Big Gifts B.V.
1.9. Website: www.thebiggifts.com.
ARTICLE 2. APPLICABILITY
2.1. These general terms and conditions apply to all offers made by The Big Gifts B.V., quotations submitted, distance contracts concluded between The Big Gifts B.V. and the customer, products supplied and other actions performed, unless agreed otherwise in writing.
2.2. By signing an agreement or order confirmation, or by agreeing via the website by placing an online order with The Big Gifts B.V., the customer declares to be familiar with these general terms and conditions of The Big Gifts B.V. and to agree to them.
2.3. In case of a conflict between these general terms and conditions and agreements made in an agreement, the provisions of the agreement will prevail.
2.4. These terms and conditions also apply to the actions of third parties hired by The Big Gifts B.V. to execute the delivery.
2.5. The applicability of the customer’s general terms and conditions is rejected by putting these general terms and conditions into use.
ARTICLE 3. THE OFFER AND THE QUOTATION
3.1. If an offer has a limited period of validity or is made subject to conditions, this will be expressly stated in the offer. If no term is indicated, the offer/quotation is valid until 30 days from the date the offer/quotation is issued. If the client does not accept an offer or quotation within the applicable period, the offer or quotation shall lapse.
3.2. The Big Gifts B.V. will indicate in the offer/quotation what products are offered and what amounts the client owes upon acceptance of the offer/quotation.
3.3. The offer contains a complete and accurate description of the products offered. The description is sufficiently detailed to allow a proper assessment of the products.
ARTICLE 3. THE OFFER AND THE QUOTATION
3.1. If an offer has a limited period of validity or is made subject to conditions, this shall be expressly stated in the offer. If no term is indicated, the offer/quotation is valid until 30 days from the date the offer/quotation is issued. If the client does not accept an offer or quotation within the applicable period, the offer or quotation shall lapse.
3.2. The Big Gifts B.V. will indicate in the offer/quotation what products are offered and what amounts the client owes upon acceptance of the offer/quotation.
3.3. The offer contains a complete and accurate description of the products offered. The description is sufficiently detailed to enable a proper assessment of the offer by the customer. If The Big Gifts B.V. uses images, these are a true representation of the products offered. Obvious mistakes or obvious errors in the offer do not bind The Big Gifts B.V.. Furthermore, The Big Gifts B.V. is not liable for damage caused by the improper use of the articles. Please read the instructions on the packaging before use.
3.4. If it appears that the information provided by the customer at the time of the application or agreement were incorrect, The Big Gifts B.V. has the right to adjust the prices and other conditions concerned.
3.5. In case of an offer with an invoice value of more than €1,000, The Big Gifts B.V. reserves the right to invoice the customer for a full or partial prepayment of the total order before The Big Gifts B.V. will carry out the order or deliver the products.
3.6. All prices communicated by The Big Gifts B.V. are amounts in Euros, exclusive of VAT, exclusive of shipping costs and other established levies and/or fees, unless explicitly stated otherwise. If shipping costs are charged, this will be stated clearly and timely prior to the conclusion of the agreement. In addition, these costs will be displayed in the ordering process.
3.7. The Big Gifts B.V. reserves the right to change prices in the interim. If the prices of offered products increase after the conclusion of the agreement, the customer is entitled to cancel the agreement as of the date the price increase takes effect. Price increases as a result of a legal regulation or provision are hereby excluded.
3.8. The Big Gifts B.V. reserves the right to increase prices annually with a percentage equal to the increase in the consumer price index, established by the CBS. This price increase does not give the customer the right to dissolve the agreement.
3.9. Offers do not automatically apply to follow-up orders.
3.10. The Big Gifts B.V. is not liable and/or responsible for errors in the offer if the client could reasonably understand that the offer, or any part thereof, contains an obvious mistake, slip or typographical error.
ARTICLE 4. OFFER, AGREEMENT AND ADDITIONAL WORK
4.1. The offer and the agreement come into being from the moment the customer makes a communication to The Big Gifts B.V. in any way, indicating acceptance of the offer via e-mail or by placing an order via the web shop. The offer contains a description of the products. Mistakes or errors in the offer (on images) do not bind The Big Gifts B.V..
4.2. The offer and acceptance has become irrevocable the moment The Big Gifts B.V. has sent an order confirmation to the customer. After an agreement is established, it can only be changed by mutual consent.
4.3. After an agreement has been concluded, The Big Gifts B.V. will proceed to deliver the product within a reasonable period of time. If the customer has accepted the offer electronically, The Big Gifts B.V. will immediately confirm receipt of the acceptance of the offer electronically. As long as the receipt of this acceptance has not been confirmed, the customer has the option to dissolve the agreement.
4.4. The Big Gifts B.V. has the right to have certain services performed by third parties without having to inform the customer. If the execution of the service by a third party results in additional costs, these will be charged to the customer after consultation.
4.5. Changes to the agreement originally concluded between the customer and The Big Gifts B.V. are only valid from the moment these changes have been accepted by both parties through an additional or amended written agreement.
4.6. If the customer wishes to cancel an agreement with The Big Gifts B.V., he/she is only entitled to do so if the order is cancelled before the products have been sent. The customer should inform The Big Gifts B.V. in writing of the wish to cancel the order.
4.7. If, due to circumstances unknown at the time of the offer or order confirmation, The Big Gifts B.V. has to perform more work than agreed upon in the offer or order confirmation, The Big Gifts B.V. has the right to charge the resulting additional costs to the customer. If the customer objects to the additional costs The Big Gifts B.V. wishes to charge, the customer has the right to cancel the part of the order not yet executed, whereby the customer is obliged to compensate The Big Gifts B.V. for the work carried out so far.
ARTICLE 5. RIGHTS AND OBLIGATIONS OF THE BIG GIFTS B.V.
5.1. The Big Gifts B.V. guarantees that the assignment given to it will be performed to the best of its ability, applying sufficient care and craftsmanship.
5.2. The Big Gifts B.V. makes every effort to secure the data The Big Gifts B.V. stores for the client in such a way that these data are not available to unauthorized persons.
5.3. If the customer complains about the products supplied, The Big Gifts B.V. should consult with the customer about a mutually suitable solution.
5.4. The Big Gifts B.V. has the right to place a name in/on the products supplied. The client is not entitled to remove this name tag, except in cases where The Big Gifts B.V. has given explicit permission for removal.
5.5. In addition to the provisions of article 5.4, The Big Gifts B.V. is also entitled to publish the details of the client on The Big Gifts B.V. website and/or other promotional items of The Big Gifts B.V. for promotional purposes.
5.6. The Big Gifts B.V. reserves the right to offer the commissioned designs for its own sale in the web shop at a later time. The Big Gifts B.V. will always ask the consent of the client for this.
ARTICLE 6. RIGHTS AND OBLIGATIONS OF THE CLIENT
6.1. The client must in principle comply with the provisions laid down in these terms and conditions, unless agreed otherwise.
6.2. The customer should provide The Big Gifts B.V. with all correct information which the customer can reasonably foresee is necessary for the correct execution of the agreement. The customer is in any case obliged to inform The Big Gifts B.V. immediately of changes in personal details, company details or other information requested by The Big Gifts B.V..
6.3. If, as an exception to article 6.2, the information required for the execution of the agreement is not provided to The Big Gifts B.V. in time, The Big Gifts B.V. has the right to suspend the execution of the agreement and/or charge the customer for the additional costs resulting from the delay.
6.4. The customer shall always promptly inform The Big Gifts B.V. in writing of any changes in name, address, email and if requested, the bank number.
6.5. If The Big Gifts B.V. provides login details to the customer then the customer is responsible for these details. The Big Gifts B.V. is not liable for misuse or loss of the login details and may trust that the Customer is the one logging in using the login details provided to the Customer.
6.6. In case of complaints about the products supplied by The Big Gifts B.V., the customer should make these complaints known to The Big Gifts B.V. within 30 days of delivery of the products. The customer indemnifies The Big Gifts B.V. one year after delivery against all legal claims as a result of delivered products.
6.7. If the customer instructs The Big Gifts B.V. to make personalized items, the option to cancel expires.
6.13. The risk of shipping the products ordered from The Big Gifts B.V. to the customer lies entirely with the customer. The Big Gifts B.V. sends the products with parcel post from DHL, PostNL and DPD. The Big Gifts B.V. is not liable for loss or incorrect delivery of the product if an incorrect delivery address is provided by the customer.
6.14. If the customer receives a damaged package upon receipt of a shipped package, the customer should take photos of the damaged package and leave the package closed. The customer then contacts The Big Gifts B.V. within 5 days of receiving the package with the delivered products. As soon as the customer opens the damaged package or contacts The Big Gifts B.V. too late, the customer can no longer claim any guarantees.
ARTICLE 7. DELIVERY AND DELIVERY TIME
7.1. The delivery time to be used by The Big Gifts B.V. varies per order and will be determined in consultation with the customer. The delivery time stated by The Big Gifts B.V. starts after the conclusion of the agreement and after receipt of all necessary information and/or materials from the customer. In case of products, The Big Gifts B.V. will execute orders within 1 to 2 business days, unless another delivery period is agreed upon and depending on stock. If the delivery is delayed, or if an order cannot/can only be partially carried out, the customer will be notified of this but at the latest within 30 days of placing the order. At that time, the customer may decide to dissolve the agreement and is then entitled to a refund of the amount paid.
7.2. The customer is obliged to do whatever is necessary to enable a timely delivery by The Big Gifts B.V., including providing complete, correct and clear information in time, as stipulated in article
6.2.
7.3. Unless proven otherwise, The Big Gifts B.V.’s obligation to deliver will be fulfilled as soon as the items supplied by The Big Gifts B.V. have been offered to the customer once.
7.4. Delivered goods are deemed to comply with the agreement in case of normal and minimal deviations, variations or differences in execution. The same applies to differences in color, dimensions and prints.
7.5. The Big Gifts B.V. only delivers its products and services to customers who have reached the minimum age of 18 years. When ordering items containing alcohol online, valid identification will be requested by the package delivery person upon delivery of the products. If the customer cannot show valid identification, the package will not be delivered and will be returned to The Big Gifts B.V..
ARTICLE 8. PAYMENT
8.1. The payment obligation of the client commences on the day the agreement is concluded.
8.2. All invoices sent by The Big Gifts B.V. must be paid by the customer within 14 days, unless otherwise agreed in writing. An initial order must be paid prior to shipment. When ordering through the web shop, payment will be made immediately before the products are delivered to the customer. Follow-up orders will be sent only after payment of all outstanding invoices.
8.3. If customer does not timely fulfill his payment obligation, customer is legally in default without further notice of default being required.
8.4. In case of overdue payment, the client shall, in addition to the amount due increased by the statutory (commercial) interest, be obliged to pay a full compensation of both extrajudicial and judicial collection costs, which shall be at least 15% of the invoice amount with a minimum of €150,- excl. VAT, as well as the costs for lawyers, solicitors, bailiffs, collection agencies and the possible legal proceedings at the court of law or the court of justice.
8.5. The claim for payment is immediately due and payable if the customer is declared bankrupt, applies for a moratorium, or a general attachment is levied on the customer’s assets, the customer dies and furthermore, if the customer goes into liquidation or is dissolved.
8.6. In the above cases The Big Gifts B.V. also has the right to terminate or suspend the execution of the agreement or any unfulfilled part thereof without notice of default or judicial intervention, without the right to compensation for damages incurred by the customer as a result.
8.7. The customer agrees that The Big Gifts B.V. invoices electronically. If the customer wishes to receive an invoice by post, The Big Gifts B.V. reserves the right to charge additional costs of €2.50 per invoice.
8.8. The customer can communicate objections to the invoices sent by The Big Gifts B.V. in writing to The Big Gifts B.V. within 7 days after the invoice date. After receiving the objection, The Big Gifts B.V. will investigate the correctness of the invoice amount. Objections to invoices sent do not suspend the payment obligation of the customer.
8.9. All products supplied by The Big Gifts B.V. remain the property of The Big Gifts B.V. until all amounts owed to The Big Gifts B.V. by the customer have been paid.
ARTICLE 9. RETENTION OF TITLE & INTELLECTUAL PROPERTY
9.1. All intellectual property rights on all documentation, offers, drawings and models as well as preparatory material thereof made available are solely vested in The Big Gifts B.V. unless agreed otherwise in writing.
9.2. The products supplied by The Big Gifts B.V., in part or in their entirety, may never be reproduced or resold to other retailers or wholesalers, unless agreed otherwise in writing. Also, resale and distribution other than in the customer’s physical store and/or webshop is not permitted.
9.3. The contents of the website, including but not limited to: the texts, images, design, brands and domain names, are the property of The Big Gifts B.V. and are protected by copyrights and intellectual or industrial property rights existing under applicable law. Users of the website are not allowed to reproduce or make available the website or any part thereof without permission of The Big Gifts B.V..
9.4. All copyrights and intellectual properties on products of the human mind developed by The Big Gifts B.V. are and remain the exclusive property of The Big Gifts B.V..
9.5. All information published by the customer through the products supplied by The Big Gifts B.V. remain the property of the customer.
9.6. The Big Gifts B.V. is not responsible for any information/content placed by the customer on The Big Gifts B.V.’s servers. If the information/content placed by the customer in any way infringes on the rights of third parties or is in violation of laws and regulations, the customer will indemnify The Big Gifts B.V. against any claims for damages made by third parties as a result of the actions of the customer.
9.7. Every action in violation of article 9.2 and article 9.3 will be considered as copyright infringement.
9.8. In case of infringement The Big Gifts B.V. is entitled to compensation equal to at least twice the license fee it charges for such form of use without losing the right to any damages.
ARTICLE 10. LIABILITY
10.1. Every agreement between The Big Gifts B.V. and the customer can be characterized as an effort agreement. Consequently, The Big Gifts B.V. can never be held liable for results not achieved.
10.2. In the unlikely event The Big Gifts B.V. is held liable as stipulated in article 10.1, all liability will be limited to compensation of direct damages up to a maximum of one time the amount of the price stipulated for that agreement (excluding VAT). This amount will not exceed €500,= and will in any case always be limited to a maximum of the amount paid by the insurer to The Big Gifts B.V. in the case concerned.
10.3. In addition to article 10.2 The Big Gifts B.V. is only liable for direct damages. Direct damages should be understood to mean exclusively
– the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage in the sense of these terms and conditions;
– any reasonable costs incurred to have the faulty performance of The Big Gifts B.V. comply with the agreement, insofar as they can be attributed to The Big Gifts B.V;
– reasonable costs incurred to prevent or limit the damage, insofar as the customer demonstrates that these costs led to the limitation of direct damages as referred to in this article.
10.4. The Big Gifts B.V. excludes all liability for indirect damages suffered due to the use of products supplied by The Big Gifts B.V., with the exception of situations in which the damages are due to intent on the part of The Big Gifts B.V..
10.5. In any case The Big Gifts B.V. can never be held liable for: consequential damage, damage due to lost savings, damage due to stagnation of operations, loss of profit and damage due to loss of data in the performance of the agreement.
10.6. Furthermore, The Big Gifts B.V. is never liable for losses suffered by the customer in case of inability to deliver. The Big Gifts B.V. is dependent on its suppliers.
10.7. The customer indemnifies The Big Gifts B.V. against all claims for damages made by third parties with regard to damages caused in any way by the unlawful or careless use of the products supplied by The Big Gifts B.V. to the contracting party.
ARTICLE 11. INTERRUPTION OF SERVICES AND FORCE MAJEURE
11.1. The Big Gifts B.V. is not obliged to fulfil its obligations under the agreement if fulfilment has become impossible due to force majeure. If the force majeure continues for a period of 90 days, both parties will be entitled to dissolve the agreement. What has already been performed under the agreement will then be settled proportionately.
11.2. In its activities The Big Gifts B.V. is dependent on the cooperation, services and deliveries of third parties on whom The Big Gifts B.V. has little or no influence. Therefore The Big Gifts B.V. cannot be held liable in any way whatsoever for any damage whatsoever resulting from a situation in which the shortcoming can be attributed to a third party with whom The Big Gifts B.V. has entered into an agreement.
11.3. In addition to the stipulations in paragraph 11.2, force majeure is certainly understood to mean everything accepted in law and case law.
11.4. In these general terms and conditions, force majeure is understood to mean any circumstance beyond the control of The Big Gifts B.V. – even if it could have been foreseen at the time the agreement was concluded – which permanently or temporarily prevents the fulfilment of the agreement, including but not limited to: strikes, excessive absenteeism of The Big Gifts B.V. personnel, transport difficulties, fire, government measures, epidemics, pandemics, interruptions of operations at The Big Gifts B.V., breach of contract by The Big Gifts B.V.’s suppliers as a result of which The Big Gifts B.V. cannot (or can no longer) fulfil its obligations towards the customer, as well as other serious disturbances in the company of The Big Gifts B.V. or its suppliers.
11.5. In case of force majeure, The Big Gifts B.V. has the right, at its discretion, to extend the term of delivery for the duration of the force majeure or to dissolve the agreement insofar as it has not yet been performed, without The Big Gifts B.V. being obliged to pay any damages in any form whatsoever, except under the provisions of article 78 of Book 6 of the Dutch Civil Code.
ARTICLE 12. DURATION OF THE AGREEMENT, TERMINATION AND CANCELLATION
12.1. The agreement is entered into for a definite period, unless otherwise follows from the offer or if the parties have expressly agreed otherwise in writing. The right of premature termination of the agreement by the customer is excluded, without prejudice to the other provisions of these general terms and conditions.
12.2. Both parties, the customer as well as The Big Gifts B.V., are authorized to dissolve the agreement only if the other party, after a proper and as detailed as possible written notice of default in which a reasonable period is given to remedy the default, imputably fails to comply with the essential obligations under the agreement.
12.3. Notwithstanding the provisions of article 8.3, The Big Gifts B.V. may terminate the agreement in whole or in part with immediate effect by written notification without notice of default and without judicial intervention in the event of urgent reasons, including in any case cases in which
– customer is granted (provisional) suspension of payment;
– bankruptcy is applied for or pronounced with regard to the customer;
– the suspicion exists that customer can not meet his or her payment obligation at renewal of the agreement;
– customer acts contrary to public order or morality, or any obligation arising from the agreement with The Big Gifts B.V;
– customer infringes the rights of third parties;
– customer acts contrary to reasonable guidelines or instructions of The Big Gifts B.V.;
– customer does not respond to correspondence by e-mail, telephone and/or in writing whether or not by registered letter;
– in case of recurring payment problems.
The Big Gifts B.V. will never be liable for any damages due to this termination as stipulated in article 12.3.
12.4. If the customer has already received performances in execution of the agreement at the time of the termination as referred to in articles 12.2 and 12.3, these performances and the related payment obligation will not be the object of undoing. Amounts invoiced by The Big Gifts B.V. prior to the dissolution in connection with what it has already performed or delivered in the execution of the agreement will remain due in full with due observance of the provisions in the previous sentence and will become immediately payable at the time of dissolution.
12.5. The Big Gifts B.V. reserves the right to change its general terms and conditions, also for already existing agreements. If The Big Gifts B.V. proceeds to change the terms and conditions, it will inform the customer. The customer is then free to dissolve the agreement from the moment the new general terms and conditions come into force or up to seven days after these new general terms and conditions come into force.
ARTICLE 13. CONFORMITY
13.1. When executing the agreement, The Big Gifts B.V. will strive for the intended result agreed upon in the offer as much as possible.
If, in the opinion of the customer, the supplied results do not correspond to the intended result agreed upon in the offer, the customer and The Big Gifts B.V. will consult with each other to ensure that the supplied results still meet the intended results.
13.2. In addition to what is stipulated in article 13.1, the costs for the additional work as referred to in that article will be invoiced to the customer in accordance with The Big Gifts B.V.’s normal rates, unless in The Big Gifts B.V.’s opinion the customer can make it plausible that the deviations in the result are due to the faulty performance of the agreement on The Big Gifts B.V.’s part.
13.3. Should it be established that the faulty performance of the products to be supplied by The Big Gifts B.V. is the responsibility of The Big Gifts B.V., the customer has no right to compensation or dissolution of the agreement, except as provided for in these terms and conditions.
ARTICLE 14. SPECIAL PROVISIONS
14.1. If the customer orders personalized products, or if an order exceeds €1,000, the invoice must be paid in full or in part prior to the delivery or production of the personalized products.
14.2. If no time of delivery is agreed upon, the customer should take delivery of the products, or give The Big Gifts B.V. the opportunity to deliver the products, within one month after placing the order/giving the order. The products should be in the possession of the customer within six months after placing the order/giving the order at the latest.
14.3. In case of violation of article 14.2, The Big Gifts B.V. has the right to charge storage costs. These costs amount to a minimum of 1% of the agreed invoice amount per month.
14.4. The validity of offers and/or discounts and the shelf life/content of certain articles will be clearly stated on the article and also registered in a logbook of The Big Gifts B.V.. All products of The Big Gifts B.V. have a unique barcode.
14.5. A packaging to be determined by The Big Gifts B.V. is included in the price for each type of product, without prejudice to The Big Gifts B.V.’s right to charge a deposit. Reusable packaging material remains the property of The Big Gifts B.V. and should be returned as soon as possible at The Big Gifts B.V.’s request. The Big Gifts B.V. is therefore not obliged to take back packaging material.
14.6. The Big Gifts B.V. offers exclusivity on its products to customers who order regularly per year and purchase all or almost all of the assortment. By placing an order, the exclusivity is established by the customer. The sales location is released if a follow-up order does not follow within 6 months. Delivery is made only to physical stores and/or physical stores with a webshop. If the customer only has a webshop, no products are sold in that situation, The Big Gifts B.V. cannot guarantee exclusivity then.
ARTICLE 15. OTHER PROVISIONS AND APPLICABLE LAW
15.1. If any provision of these general terms and conditions is null and void or annulled, the other provisions of these general terms and conditions will remain in full force and The Big Gifts B.V. and the client will consult to agree on new provisions to replace the null and void or annulled provisions, taking into account the purpose and meaning of the null and void or annulled provision as much as possible.
15.2. If the customer includes provisions or conditions in his order which deviate from, or do not appear in, these terms and conditions, these are only binding for The Big Gifts B.V. if and insofar as The Big Gifts B.V. has expressly accepted them in writing.
15.3. Should The Big Gifts B.V. on its own initiative deviate from the General Terms and Conditions in favour of the customer, the customer can never derive any rights from these.
15.4 Any purchase or other conditions of the client do not apply.
15.5. Rights and obligations resulting from an agreement can only be transferred by the customer to a third party if The Big Gifts B.V. has given its written consent.
15.6. Dutch law applies exclusively to all legal relations to which The Big Gifts B.V. is a party.
15.7 The customer and The Big Gifts B.V. will first try to settle any disputes in mutual consultation and amicably before resorting to the courts.
15.8. If mandatory rules of law do not provide otherwise, the competent judge in the district of The Hague will have jurisdiction in the first instance to hear disputes between The Big Gifts B.V. and the customer.
Version: April 2020