Terms and Conditions PD-Party.com

General terms and conditions PD-Party

Article 1. General / Applicability

1.1. All offers, orders and contracts of PD-Party (from now on referred to as: PD-Party) are subject to these terms and conditions to the exclusion of any other general terms and conditions.

1.2. By placing an order with PD-Party and/or using the internet site of PD-Party, the client accepts these conditions as well as all other rights and obligations as stated on the internet site.

1.3. Deviations from these conditions can only be made in writing. In that case all other provisions of these conditions remain in force.

1.4. All rights and claims stipulated in these conditions and in any further contracts for the benefit of PD-Party also apply to any intermediaries and third parties engaged by PD-Party.

1.5.PD-Party reserves the right to amend or supplement these conditions. The amended terms and conditions shall therefore also apply to contracts already entered into, unless, according to the circumstances of the case, this is contrary to reasonableness and fairness.

1.6. If the client also refers to his general terms and conditions, those conditions do not apply unless PD-Party has expressly agreed to this in writing.

Article 2. Quotations

2.1. All offers are, unless expressly agreed otherwise, without obligation. PD-Party shall only be bound after it has confirmed the order in writing or by e-mail.

2.2. PD-Party is entitled to refuse orders with reasons or to attach special conditions to the delivery. If the order is not accepted by PD-Party, the client will be notified of this within ten working days.

2.3. All prices quoted by PD-Party are exclusive of VAT, shipping costs and/or other charges or rights attached to the goods to such an extent, unless expressly stated otherwise on the order confirmation.

2.4. With regard to all goods offered the normal and/or customary tolerances apply, in addition to that stated in the catalogs and brochures; in particular, express reservations are made with regard to nuances in the specified colors of goods. Slight deviations from the images and/or descriptions appearing in the catalogs and brochures are therefore reserved. Such deviations never release the client from his obligations under the agreement.

2.5. Changes to prices quoted, without prior notice and also after the order confirmation has been sent, are expressly reserved; for example, PD-Party is entitled to pass on to the client any increases in wages, social employer's charges and/or other employment conditions that have occurred since the conclusion of the contract and before the entire delivery has taken place, as well as increases in other rates, duties and charges, levies and taxes as well as any change in exchange rates which increase costs for PD-Party. 2.6. The models, illustrations, drawings and measurements attached to the quotations, shown or communicated only give a general presentation of the items offered. Changes in the construction as a result of which the actual execution deviates slightly from the said models, illustrations, drawings or measures which bring about a substantial change in the technical and aesthetic execution of the articles do not oblige PD-Party to pay any compensation and do not entitle the client to refuse receipt or payment of the delivered goods.

Article 3. Contract

3.1. The contract is concluded by the confirmation of PD-Party as referred to in article 2.1 of these terms and conditions or if PD-Party has commenced execution of the order.

3.2. Information concerning the properties, sizes, color, etc. offered, as well as information in printed matter, illustrations and the like provided by PD-Party at the time of the offer, are not binding on PD-Party and are given in good faith.

3.3. Changes to the original order, of whatever nature, made in writing or verbally by the client, which cause higher costs than could have been counted on in the quotation, are charged extra by PD-Party.

3.4. Changes made may result in the agreed delivery time for the changes being exceeded by PD-Party beyond its responsibility.

Article 4. Deliveries

4.1. Delivery takes place when the articles are offered at the specified delivery address.

4.2. Any partial delivery, including the delivery of parts of a composite order, may be invoiced; in such a case, payment must be made in accordance with the provisions of the article "payment".

4.3. Any delay or delay is not at the expense of PD-Party unless caused by its fault, without prejudice to the provisions of article 6. 4.4. Execution of an order shall take place within the normal applicable time. If an order has to be expedited, overtime and/or other possible extra costs incurred may be charged. The client gives PD-Party some leeway with regard to the term of delivery. The term is only considered irrevocable and fatal if the client has informed PD-Party in writing of the consequences of a delay when giving the order and this has been confirmed in writing by PD-Party.

4.5. With regard to goods manufactured abroad PD-Party reserves the right to effect customs clearance to the exclusion of the buyer.

Article 5. Exceeding the delivery term

5.1. The terms agreed with PD-Party are always to be regarded by the client as approximate or never as deadlines, unless the contrary has been expressly agreed in writing.

5.2. All delivery times are always given by PD-Party as approximations and are not binding. The delivery period commences as soon as the order confirmation has been sent and in addition all the information which, in the opinion of PD-Party, may be necessary has been provided to it by the client. Exceeding the delivery time never discharges the client from his obligations under the contract nor does it give the client the right to rescind the contract and/or claim damages.

5.3. If the exceeding of the delivery time is such that the client cannot reasonably be required to maintain the contract, the client is however entitled to cancel the order in question, provided he notifies PD-Party of this in writing, without prejudice to PD-Party right to deliver the goods in question within four weeks after receipt of the aforementioned notification. The client may demand that PD-Party make an immediate decision as to whether or not it wishes to make use of this right.

5.4. If the client fails to meet any obligation arising for it from a contract with PD-Party punctually, PD-Party is entitled to suspend the performance of all obligations to the client and even to regard all contracts with the client as wholly or partly dissolved, without any notice of default and/or judicial intervention being required, while retaining its right to compensation. What the client owes PD-Party becomes immediately due and payable.

5.5. Malfunctions in the business as a result of force majeure (as such including shall apply: war, mobilisation, riots, floods, closed shipping and other blockages in transport, stagnation in or restriction or cessation of deliveries by public utility companies, lack of coal, fire, machine failure and other accidents, strikes, lockouts, action by workers' organisations making production impossible, government measures, non-delivery of necessary materials and/or semi-manufactured products to PD-Party by third parties and other unforeseen circumstances, also in the country of origin of the materials and/or semi-manufactured products, which disrupt the normal course of business and delay or render reasonably impossible the execution of an order) release PD-Party from the fulfilment of the agreed term or the execution obligation, without the client being able to assert any right or reimbursement of costs on that account.

Article 6. Payment

6.1. PD-Party is entitled to ask for a deposit of at least 25% when entering into the contract. If as a result of an attributable breach PD-Party dissolves the contract, the party to the contract is entitled to repayment of the down-payment made, subject to compensation, as further regulated in these conditions, which in any case includes statutory interest on the amount paid in advance by him.

6.2. PD-Party agrees payment terms and conditions with each client individually. If no terms and conditions of payment have been agreed upon, payment must be made within 14 days after the date of the invoice. The applicable term is a fatal term. The provisions of this paragraph also apply to each partial invoice. Payment must be made by transfer of the amount due to the account indicated on the invoice.

6.3. PD-Party is entitled, if payment of the amount due has not been received by it within the set term, to charge the client statutory interest calculated from the due date of the invoice. The client is deemed to be in default by operation of law and is obliged to pay full compensation. Interest over a part of the month will be calculated as a full month.

6.4. In case of liquidation, insolvency, bankruptcy or suspension of payment of the client, his obligations will be immediately due and payable. The right of the client to set off or reduce his claims against PD-Party is expressly excluded.

6.5. All costs arising as a result of judicial or extrajudicial collection of the claim are at the expense of the client. The extrajudicial costs are set at a minimum of 15% of the amount to be claimed.

Article 7. Complaints

7.1. Immediately after delivery or provision of the goods, the client is obliged to inspect them thoroughly for defects and, if they are present, to inform PD-Party immediately in writing. If the client does not immediately but at the latest 8 days after the day of delivery inform PD-Party of defects which could have been noticed on thorough examination, the client is deemed to agree with the condition of the goods delivered or the work done and any right to complain lapses.

7.2. PD-Party should be enabled to check complaints submitted. In case of agreement a written statement will be drawn up which should be signed by both parties.

7.3. Should the parties be unable to reach agreement, an independent expert shall be called in. The costs of this expert shall be borne by the party found to be in the wrong, unless otherwise agreed.

7.4. If in the opinion of PD-Party or the independent expert the complaint is correct, PD-Party shall either pay fair compensation up to a maximum of the invoice value of the delivered goods or replace the delivered goods free of charge after returning them in their original condition. PD-Party shall not be obliged to pay any further compensation for damages or costs, however named.

Article 8. Right of retention and suspension

8.1. If PD-Party holds goods of the client in its possession it is entitled to retain these goods until payment of all amounts due by the client to PD-Party unless the party to the contract has provided adequate security to that end.

8.2. If the client fails to perform any of his contractual obligations or if the client gives PD-Party good grounds to fear that he will not perform these (payment) obligations, as well as in case of bankruptcy or suspension of payment, PD-Party is entitled without notice of default either to suspend the execution of the order or to dissolve it in whole or in part without PD-Party being obliged to pay any compensation or guarantee. Suspension shall take place until the client has complied with his (payment) obligations or has provided sufficient security for the performance of these obligations.

Article 8. Right of retention and suspension

8.1. If PD-Party holds goods of the client in its possession it is entitled to retain these goods until payment of all amounts due by the client to PD-Party unless the party to the contract has provided adequate security to that end.

8.2. If the client fails to perform any of his contractual obligations or if the client gives PD-Party good grounds to fear that he will not perform these (payment) obligations, as well as in case of bankruptcy or suspension of payment, PD-Party is entitled without notice of default either to suspend the execution of the order or to dissolve it in whole or in part without PD-Party being obliged to pay any compensation or guarantee. Suspension shall take place until the client has complied with his (payment) obligations or has provided sufficient security for the performance of these obligations.

Article 9. Liability

9.1. PD-Party bears no liability whatsoever for any damage, however named and by whatever cause, other than as a result of its own intent or gross negligence, to be proved by the client and then only up to a maximum of the amount of the deliveries to be made by PD-Party, or a proportional part thereof.

9.2. The client is obliged to indemnify and hold PD-Party harmless against all claims for compensation which third parties bring against PD-Party in respect of loss arising from or with the delivered goods.

9.3. If an order for delivery of goods is given at the expense of two or more natural legal persons, each of these persons is jointly and severally liable for the full performance of the obligation arising from the ad hoc contract.

9.4. PD-Party is not liable for misunderstandings, damage, delays or improper transmission of orders and communications as a result of the use of internet or other means of communication between the client and PD-Party, or between PD-Party and third parties, unless there is intent or gross negligence on the part of PD-Party.

Article 10. Retention of title

10.1. Ownership of the goods to be delivered - notwithstanding the actual delivery - only passes to the client as soon as he has paid all that he owes PD-Party for whatever reason.

10.2. With respect to the goods referred to under 1 of this article PD-Party also retains - as far as possible - the (co-)ownership as security for all its outstanding claims against the client if these goods have been processed or treated, or would otherwise be removed from the property of PD-Party by any action of the client in the absence of such payment.

10.3. The client is, until further notice, entitled to sell and deliver the delivered goods to third parties in the ordinary course of his business, on the understanding that at PD-Party first request he will assign to PD-Party the claims obtained from these sales against his clients. The Client now irrevocably authorises PD-Party to proceed with the collection of the relevant claim(s).

10.4. The goods may not be given by the client as security for any claim of a third party.

10.5. PD-Party is at all times entitled to remove the delivered goods (or have them removed) from the client or its holders if the client fails to perform his obligations towards PD-Party. The client must cooperate to this end on penalty of a fine of € 500 for each day that he remains in default.

Article 11. Intellectual and industrial property rights

11.1. The client expressly acknowledges that all intellectual property rights of the information, communications or other expressions displayed with respect to the products and/or with respect to the internet site are and remain vested in PD-Party, its suppliers or other entitled parties. Consequently, no transfer of intellectual/industrial property rights is effected with the agreement.

11.2. The client is prohibited from making use, including making changes, of the intellectual property rights associated with the purchased product, such as for example reproduction, without the express prior written consent of PD-Party, its suppliers or other rightholders.

Article 12. Cancellation and force majeure

12.1. Withdrawal of an order can only take place if this is done by registered letter, with due observance of a notice period of 12 hours.

12.2. If the client cancels the order and/or refuses to purchase goods, he is obliged to take over the materials and raw materials already purchased by PD-Party, whether or not processed at cost price including wages and social security charges. The client shall also owe PD-Party by way of compensation the amount of 1/3 of the agreed price. The client is furthermore obliged to indemnify PD-Party against claims of third parties as a result of the cancellation of the order and/or refusal of the goods.

12.3. Without prejudice to the provisions of the previous paragraph of this article PD-Party reserves all rights to claim full performance of the contract and/or full compensation.

12.4. Force majeure is in any case understood to mean extraordinary circumstances, such as among others storm damage and other natural disasters, impediment by third parties, impediment in transport in general, full or partial strikes, riots, war or danger of war both here on land and in the country of origin of the client, ex- and import bans, full or partial mobilisation, measures obstructed by any government, fire, malfunctions and accidents in the business or in the means of transport of PD-Party or in the means of transport of third parties, the imposition of levies or other government measures which bring about a change in the actual circumstances. And all other circumstances independent of the will of the parties which make the performance of the contract more difficult or impossible.

12.5. The party who believes that force majeure is (or will be) present must inform the other party immediately.

Article 13. Dissolution

13.1. Without prejudice to its right to claim damages, PD-Party is entitled - without judicial intervention being required - to dissolve this contract in whole or in part if the provisions of the contract are not complied with. This also applies if the client transfers the execution of the business or the control in the client to another party, unless the transferring party makes it plausible that the execution of this contract is not adversely affected.

13.2. Each party shall have the right to dissolve the agreement without judicial intervention if the other party ceases the business operations, applies for a moratorium or is declared bankrupt.

13.3. Apart from the cases as described in paragraphs 1 and 2 of this article, if, after having been given notice of default in writing, a party fails to fulfil its obligations under the agreement, the other party shall be entitled to regard the agreement as dissolved without judicial intervention. This does not affect the other party's right to claim damages.

13.4. If a party makes use of the right referred to in the previous paragraphs, the other party shall be notified in writing of the full or partial dissolution of the agreement within the period set for this purpose.

Article 14. Disputes

All disputes, including those which only one of the parties considers to be such, -which may arise as a result of the contract or contracts- between PD-Party and the client shall be settled by the competent court.

Article 15. Applicable law

The contract between PD-Party and the client and all resulting contracts between the parties are subject to Dutch law. Article 16. The General Terms and Conditions of PD-Party have been filed in the Dutch language with the Chamber of Commerce and Industry in Zwolle on 8 January 2009.