TERMS & CONDITIONS

Article 1. Validity of these Terms

  1. These terms apply to all offers and all agreements entered into by DTEX Solutions B.V. (JOYNN).
  2. The assignment or reservation by the client is considered as acceptance of DTEX Solutions B.V. (JOYNN)’s general terms of delivery; Deviations from these terms are only binding if agreed upon in writing.
  3. In these terms, “goods” refers to all goods and services necessary for the work carried out by DTEX Solutions B.V. (JOYNN).

Article 2. Offers

  1. All offers and/or quotations are non-binding unless explicitly stated otherwise and are based on the data, drawings, texts, etc., provided during any inquiries. These statements are only binding to the extent that they are explicitly confirmed in writing or via the client portal.
  2. Agreements for carrying out work and amendments to these agreements are only binding upon DTEX Solutions B.V. (JOYNN) once confirmed in writing or via the client portal.
  3. DTEX Solutions B.V. (JOYNN) accepts no responsibility for the design or the materials specified for the design.

Article 3. Agreements

Agreements or arrangements with subordinate staff of DTEX Solutions B.V. (JOYNN) are not binding unless confirmed in writing or via the client portal by DTEX Solutions B.V. (JOYNN). Subordinate staff in this context refers to all employees and staff who do not have power of attorney.

Article 4. Agreement

  1. The agreement for the execution of work is only binding for DTEX Solutions B.V. (JOYNN) after its written or client portal confirmation.
    Each agreement with DTEX Solutions B.V. (JOYNN) contains the suspensive condition that the client demonstrates sufficient creditworthiness, as determined solely by DTEX Solutions B.V. (JOYNN). The client agrees to allow DTEX Solutions B.V. (JOYNN) to request information regarding their financial status.
  2. The client is obligated to use the goods under the agreement only for the agreed purpose or location. If the client uses the goods for another purpose or location, DTEX Solutions B.V. (JOYNN) is entitled to demand payment according to the applicable rates.
  3. Information regarding the offered goods, such as properties, sizes, color, weight, etc., as well as data in brochures and websites provided by DTEX Solutions B.V. (JOYNN), are not binding and are given in good faith.
  4. If no agreement is made between the client and DTEX Solutions B.V. (JOYNN) for the execution of work, the client is obliged to return the design and all other materials provided by DTEX Solutions B.V. (JOYNN) within 30 days. If the materials are not returned within 40 days, DTEX Solutions B.V. (JOYNN) has the right to declare the client in default and claim a fine of €5,000.

Article 5. Advice, etc.

  1. It is not allowed to make use of DTEX Solutions B.V. (JOYNN)’s advice, texts, designs, and drawings upon accepting any work, unless an agreement has been reached or the work is performed by DTEX Solutions B.V. (JOYNN). Designs and drawings remain the property of DTEX Solutions B.V. (JOYNN).
  2. If DTEX Solutions B.V. (JOYNN) accepts orders based on drawings, calculations, instructions, or other data provided by the client, the acceptance is always conditional upon the work being executed accordingly.

Article 6. Intellectual Property Rights

  1. DTEX Solutions B.V. (JOYNN) retains all intellectual property rights to any designs, images, drawings, models, texts, text proposals, etc., provided. Reproduction, disclosure, and copying are only allowed with its express written permission.
    The designs, images, drawings, models, texts, and text proposals remain the inalienable property of DTEX Solutions B.V. (JOYNN) and must be returned promptly upon request.
  2. The items mentioned in the first section of this article may only be used by the client for the agreed purpose. DTEX Solutions B.V. (JOYNN) has the right to charge additional fees if the client uses the goods for another purpose or allows third parties to do so.
  3. For each violation of this provision, the client owes a fixed penalty of €5,000, without prejudice to DTEX Solutions B.V. (JOYNN)’s right to claim full compensation.

Article 7. Prices

All agreements are concluded based on the prices valid at the time of the conclusion. If prices for wages, social charges, VAT, etc., increase after the agreement, even if these were foreseeable at the time of the offer, they may be passed on. If the price fluctuation exceeds 2% of the agreed transaction, both parties have the right to request full settlement.

Article 8. Down Payment

DTEX Solutions B.V. (JOYNN) is entitled to request a down payment of at least 25% upon entering into the agreement unless otherwise agreed. If the agreement is dissolved due to DTEX Solutions B.V. (JOYNN)’s default, the client has the right to a refund of the down payment, in addition to compensation as further outlined in these terms, including statutory interest on the amount paid.

Article 9. Production Tools

Molds and work forms used to produce the final goods remain the property of DTEX Solutions B.V. (JOYNN) unless provided by the client. DTEX Solutions B.V. (JOYNN) is not obliged to store these.

Article 10. Delivery or Completion Deadlines

  1. The stated delivery deadlines are approximate.
  2. These deadlines are set under the assumption that there are no obstacles preventing DTEX Solutions B.V. (JOYNN) from delivering the goods or commencing the work.
  3. If a specific delivery date has been agreed upon, it is automatically extended if delays occur due to circumstances beyond DTEX Solutions B.V. (JOYNN)’s control, such as storms, strikes, exclusions, war, war threats, or other special circumstances as described in this article under “force majeure.”
  4. When goods ordered are not taken by the client after the delivery deadline, the goods are stored at the client’s risk and expense.
  5. DTEX Solutions B.V. (JOYNN) has the right to perform the agreement in partial deliveries. Each partial delivery can be invoiced, and payment must be made in accordance with the payment terms in Article “Payment.”
  6. If DTEX Solutions B.V. (JOYNN) is unable to fulfill its obligations, it will notify the client immediately, providing an expected period during which the delivery deadline will be exceeded.

Article 11. Finishing

  1. Minor deviations in color printing, quality, font, thickness, etc., are not grounds for rejection. When determining whether a delivery deviates beyond acceptable limits, an average of the delivery should be taken.
  2. Texts and/or instructions from the client are processed according to the specified copy or written assignment.
  3. For paper and textiles, deviations in weight per square meter are allowed within the limits specified in the agreement.

Article 12. Cancellation

  1. If the client cancels the order and/or refuses to accept the goods, they are obliged to take over materials and raw materials already purchased by DTEX Solutions B.V. (JOYNN), whether processed or unprocessed, at cost price, including wages and social charges.
    The client will also owe DTEX Solutions B.V. (JOYNN) compensation of 1/3 of the agreed price.
    The client is also obliged to indemnify DTEX Solutions B.V. (JOYNN) against third-party claims arising from the cancellation of the order and/or goods.
  2. Without prejudice to the previous provision, DTEX Solutions B.V. (JOYNN) retains the right to demand full performance of the agreement and/or full compensation.

Article 13. Changes to the Order

  1. Changes to the original order, of any nature (including text, typesetting, processing, or placement of layout texts), whether made in writing or orally by or on behalf of the client, which incur higher costs than anticipated in the quotation, will be charged to the client.
  2. The client must notify DTEX Solutions B.V. (JOYNN) of changes to the execution of the order promptly and in writing/email.
  3. If changes are communicated orally or by phone, the client assumes the risk for the implementation of these changes.

Article 14. Additional Work

  1. The work only includes what was agreed upon between the parties. Additional work requested verbally or in writing during the execution of the work will be subject to settlement.
  2. DTEX Solutions B.V. (JOYNN) may charge the client for costs related to the order that are caused by factors beyond its control.
  3. Article 7a:1646 BW (NL) is excluded for additional work.

Article 15. Warranty

For goods sold and delivered with manufacturer, importer, or wholesale warranty, only the warranty conditions set by these suppliers apply.
A one-year factory warranty is provided for products against manufacturing defects.

Article 16. Complaints

  1. The client must immediately inspect the work and/or goods upon delivery and notify DTEX Solutions B.V. (JOYNN) in writing if any defects are found.
  2. If the client does not notify DTEX Solutions B.V. (JOYNN) of any defects within 8 days of delivery, they are considered to have accepted the goods in the condition delivered, and all rights to complaints are forfeited.
  3. DTEX Solutions B.V. (JOYNN) must be allowed to inspect any complaints. If both parties agree, a written statement will be prepared and signed by both parties.
  4. If an agreement cannot be reached, an independent expert will be consulted. The cost of this expert will be borne by the party at fault unless agreed otherwise.
  5. If the complaint is deemed valid, DTEX Solutions B.V. (JOYNN) will either pay a reasonable compensation up to the invoice value of the delivered goods or replace the goods free of charge upon return of the defective goods in their original condition.

Article 17. Outsourcing Work to Third Parties

The client authorizes DTEX Solutions B.V. (JOYNN) to have the work performed by a third party appointed by DTEX Solutions B.V. (JOYNN) at a time of its choosing.

Article 18. Transport

Shipping will be carried out in the manner indicated by DTEX Solutions B.V. (JOYNN). If the client requests a different form of shipment, such as express shipping, the additional costs will be at the client’s expense.

Article 19. Liability

  1. DTEX Solutions B.V. (JOYNN) is not liable for any costs, damages, or interest arising directly or indirectly from:
    – Force majeure as defined in these terms:
    – Acts or omissions by the client, their subordinates, or other persons employed by or on behalf of the client:
    – Errors or defects in a design that were not noticed by the client upon approval of the design
  2. Texts and/or instructions from clients are processed according to the provided copy and/or written order. DTEX Solutions B.V. (JOYNN) shall not be liable for any damages resulting from orally provided copy and/or assignments, instructions, etc.
  3. DTEX Solutions B.V. (JOYNN) shall only be liable, to the extent covered by its insurance, or up to the invoice value, for damage to the work and/or property of the client and/or third parties, insofar as such damage results from gross negligence by DTEX Solutions B.V. (JOYNN) or those employed by DTEX Solutions B.V. (JOYNN).
  4. DTEX Solutions B.V. (JOYNN) shall, in principle, not be obliged to compensate for business and/or consequential damages suffered by the client, depending on the nature of the fault.
  5. The client indemnifies DTEX Solutions B.V. (JOYNN) against all claims from third parties regarding infringements of their patent, trademark, or copyright, unlawful acts, or breaches of contract arising from the work assigned by the client.

Article 20. Force Majeure

  1. Extraordinary circumstances, such as storm damage and other natural disasters, obstruction by third parties, general transportation disruptions, full or partial strikes, riots, war or threat of war, both domestically and in the country of origin of the goods, loss or damage of goods during transport to DTEX Solutions B.V. (JOYNN) or the client, failure or delay in the delivery of goods by suppliers of DTEX Solutions B.V. (JOYNN), export and import bans, full or partial mobilization, obstructive government measures, fire, malfunctions and accidents in the company or in DTEX Solutions B.V. (JOYNN)’s means of transport, or in third-party means of transport, the imposition of levies or other governmental measures that alter the actual circumstances, shall constitute force majeure for DTEX Solutions B.V. (JOYNN). These circumstances release DTEX Solutions B.V. (JOYNN) from its obligation to deliver or execute the work, without the client having any right to claim damages of any kind.

  2. In such cases, or in similar circumstances, DTEX Solutions B.V. (JOYNN) is entitled, at its sole discretion, to either cancel the purchase agreement or the contract for the execution of work, or to suspend or modify it until the extraordinary circumstances cease to exist.

Article 21. Retention of Ownership

  1. As long as DTEX Solutions B.V. (JOYNN) has not received full payment under an agreement between the parties regarding the execution of work or the purchase/sale of goods, the delivered goods shall remain the property of DTEX Solutions B.V. (JOYNN).
  2. DTEX Solutions B.V. (JOYNN) has the right to reclaim and take possession of these goods if the defaulting client fails to meet its obligations, liquidates, applies for or has been granted suspension of payment, is declared bankrupt, or if the goods are seized.
  3. The client is prohibited from disposing of, transferring, or encumbering the sold and delivered goods in any way if they have not fulfilled their payment obligations.

Article 22. Default & Termination

  1. If the client commits any form of default, they shall be considered in default immediately, without the need for any formal notice of default. Without prejudice to the provisions of the Civil Code, in the event of default, DTEX Solutions B.V. (JOYNN) shall also have the right to suspend the agreement or, at its discretion, consider it wholly or partially terminated without judicial intervention.
  2. DTEX Solutions B.V. (JOYNN) shall also have the rights mentioned in paragraph 1 of this article if the client is declared bankrupt or bankruptcy is filed against them, if they have applied for or been granted suspension of payment, if their real estate is seized, if their company enters liquidation or is taken over by a third party, or if they intend to leave the Netherlands permanently. In all such cases, all claims that DTEX Solutions B.V. (JOYNN) has against the client shall become immediately due and payable.

Article 23. Payment

  1. Payment must be made within 14 days of the invoice date unless otherwise agreed in the order/quotation.
  2. If payment in installments has been agreed upon, each installment must be paid within 14 days from the date on which DTEX Solutions B.V. (JOYNN) has sent the corresponding installment invoice to the client, unless otherwise agreed in writing.
  3. If the due amount is not received within the stipulated period, DTEX Solutions B.V. (JOYNN) is entitled to charge the client interest of 1.25% per month, starting from the invoice date.

  4. DTEX Solutions B.V. (JOYNN) is furthermore entitled to claim from the client, in addition to the principal sum and interest, all costs incurred due to non-payment, both judicial and extrajudicial. This includes costs for lawyers, attorneys, legal representatives, bailiffs, and debt collection agencies.

  5. The extrajudicial costs amount to 15% of the principal sum plus interest, with a minimum of €150.00. Additionally, the extrajudicial costs will be increased by all expenses for legal advice and assistance.

  6. The mere fact that DTEX Solutions B.V. (JOYNN) has engaged the assistance of a third party serves as proof of the extent of the extrajudicial costs and the client’s obligation to pay them.

Article 24. Applicable Law
All offers and agreements are subject to Dutch law.

Article 25. Disputes

All disputes arising from agreements concluded between the parties, including the mere collection of outstanding amounts, shall be brought before the Civil Court in the jurisdiction where DTEX Solutions B.V. (JOYNN) is domiciled or established, if DTEX Solutions B.V. (JOYNN) so chooses, insofar as the Civil Court has legal jurisdiction.

Article 26. Privacy

  1. Personal data, such as those provided via email, website forms, or order forms, are carefully and discreetly stored by DTEX Solutions B.V. (JOYNN).
  2. Personal data will always be requested explicitly and will only be recorded with the client’s consent.
  3. If the client submits a written request for data deletion, this request will be honored.
  4. Registered data will not be accessible to third parties without the client’s consent and will not be shared with third parties without consent, except in cases where DTEX Solutions B.V. (JOYNN) is legally required to do so.
  5. The provided information may be used to send targeted commercial messages to the client.