GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
for business customers only
VanDerEng B.V.
Version: June 2026
VanDerEng B.V.
45 Lijnbaan
1969 ND Heemskerk
Netherlands
Phone: +31 (0)88 881 08 00
Email: customerservice@vandereng.nl
Chamber of Commerce: 34079434
VAT No.: NL0095.21.549.B01
VanDerEng B.V. operates under brand names and websites including polsbandjesfabriek.nl, muntjesfabriek.nl, sleufetikettenfabriek.nl and other trade names of VanDerEng B.V.
Table of Contents
General provisions
Article 1 Definitions
Article 2 — For business use only
Article 2 Scope
Article 4 — Offers, quotations and conclusion of contracts
Article 5 — Prices and costs
Article 6 — VAT, taxes and foreign levies
Article 7 — Images, specifications, tolerances and proofs
Article 5 Performance of the agreement
Article 9 — Materials supplied and third-party rights
Article 10 — Delivery and delivery times
Article 11 — International delivery, Incoterms® and risk
Article 12 — Transport, packaging and insurance
Article 13 — Customs, export controls and sanctions
Article 14 — Local legislation and product requirements outside the Netherlands
Article 15 — Product safety, traceability and recalls
Article 16 — Inspection and complaints
Article 15 Warranty
Article 18 — Returns by business customers
Article 11 Cancellation
Article 20 — Payment
Article 14 Collection costs
Article 22 — Retention of title
Article 23 — Right of retention
Article 17 Intellectual property
Article 20 Confidentiality
Article 26 — Liability
Article 27 — Indemnity
Article 28 — Force majeure
Article 10 Suspension and termination
Article 30 — Compliance and integrity
Article 31 — Privacy and business contact details
Article 21 Translations
Article 33 — Applicable law
Article 34 — Disputes and competent court
Article 23 Amendments
Business returns policy
Article 36 — Returns policy
Footer and contact details
General provisions
Artikel 1 Definitions
1.1 VanDerEng: VanDerEng B.V., with its registered office at Lijnbaan 45, 1969 ND Heemskerk, the Netherlands, registered with the Chamber of Commerce under number 34079434.
1.2 Customer: any business customer who requests a quotation, places an order or enters into an agreement with VanDerEng.
1.3 Business customer: any natural person or legal entity acting in the course of a profession, business, organisation, foundation, association, institution or public authority.
1.4 Products: all products offered or supplied by VanDerEng, including wristbands, tokens, labels, tags, slot labels, printed materials, bespoke products, semi-finished products, packaging and related items.
1.5 Customised products: products that are manufactured, printed, modified, assembled or packaged in accordance with the customer’s specifications. This includes, among other things, products featuring a custom design, text, logo, colour, numbering, coding, barcode, QR code, dimensions, choice of material or other customer-specific characteristics.
1.6 Agreement: any arrangement between VanDerEng and the customer concerning the sale, manufacture, delivery or provision of products or services.
1.7 In writing: by letter, email, digital ordering system or other electronic communication that can be stored and consulted at a later date.
1.8 Incoterms®: the international delivery terms of the International Chamber of Commerce, in the version specified in the agreement. If no version is specified, Incoterms® 2020 shall apply.
1.9 Working day: every day from Monday to Friday, excluding public holidays in the Netherlands.
Article 2 — For business use only
2.1 These terms and conditions apply exclusively to contracts with business customers.
2.2 VanDerEng does not supply goods to consumers under these terms and conditions. By requesting a quotation, placing an order or entering into a contract, the customer confirms that they are acting as a business customer.
2.3 If it subsequently transpires that a customer has, in fact, acted as a consumer, mandatory consumer rights shall continue to apply to the extent required by law. VanDerEng may refuse or cancel an order if it transpires that it was not placed in a business capacity.
2.4 In case of doubt, VanDerEng may request business details, such as the company name, Chamber of Commerce number, VAT number, business email address or other information demonstrating that the customer is acting in a business capacity.
2.5 The customer warrants that the information they provide is accurate, complete and up to date.
Article 3 — Applicability
3.1 These terms and conditions apply to all offers, quotations, orders, contracts, deliveries, services and other legal relationships between VanDerEng and the customer.
3.2 Any deviations from these terms and conditions are only valid if VanDerEng has expressly confirmed them in writing.
3.3 The customer’s general terms and conditions, terms and conditions of purchase or any other terms and conditions shall not apply unless VanDerEng has expressly accepted them in writing.
3.4 These terms and conditions also apply to additional orders, follow-up orders, additional work and future agreements between the parties.
3.5 If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in force. The parties shall replace the invalid provision with a valid provision that reflects the purpose of the original provision as closely as possible.
3.6 In the event of any conflict between the quotation or order confirmation and these terms and conditions, the deviating agreement confirmed in writing by VanDerEng shall prevail.
Article 4 — Offers, quotations and conclusion of contracts
4.1 All offers and quotations from VanDerEng are non-binding, unless the quotation expressly states a period of validity or a binding term.
4.2 A quotation is based on the information provided by the customer. The customer warrants that this information is complete, accurate and up to date.
4.3 A contract is concluded as soon as:
a. the customer accepts a quotation in writing;
b. VanDerEng confirms an order in writing;
c. the customer places an order via a webshop or digital ordering system and VanDerEng confirms it; or
d. VanDerEng commences the work with the customer’s consent.
4.4 Verbal agreements shall only become binding once VanDerEng has confirmed them in writing or once VanDerEng has commenced performance with the customer’s consent.
4.5 VanDerEng shall not be bound by any obvious errors, mistakes, programming errors, typographical errors or incorrect price listings.
4.6 Clearance items, promotional products and limited-stock offers are available while stocks last.
4.7 The person placing the order or giving consent on behalf of the customer declares that they are authorised to represent the customer legally.
4.8 VanDerEng may refuse an order if the customer provides insufficient or incorrect details, if there is a risk of non-payment, or if, in VanDerEng’s opinion, the order is unfeasible or inappropriate.
Article 5 — Prices and costs
5.1 All prices are quoted in euros and exclude VAT, import duties, customs duties, taxes, transport costs, packaging costs, insurance costs, bank charges and other additional costs, unless otherwise stated in writing.
5.2 Customers outside the Netherlands may be subject to additional costs, including charges for export documents, certificates, legalisation, customs formalities, import duties, taxes, local levies, customs clearance, storage, inspection, delays or return shipments.
5.3 These additional costs shall be borne by the customer, unless otherwise agreed in writing.
5.4 VanDerEng may pass on any price increases that arise after the quotation has been issued or after the contract has been concluded, for example due to increases in raw material prices, energy prices, wages, transport costs, exchange rates, taxes, duties, supplier prices or third-party costs.
5.5 If the order differs from the details on which the quotation is based, VanDerEng may adjust the price.
5.6 A composite quotation does not oblige VanDerEng to supply part of the order for a proportionate part of the price.
5.7 Discounts apply only to the specific order for which they were granted.
5.8 Rush charges, additional checks, supplementary proofs, extra design work, non-standard packaging, special transport requirements or additional documentation will be invoiced separately, unless otherwise agreed in writing.
Article 6 — VAT, taxes and foreign levies
6.1 For deliveries within the Netherlands, VanDerEng charges Dutch VAT, unless a statutory exemption or reverse-charge mechanism applies.
6.2 For deliveries to business customers within the European Union, the 0% rate or reverse charge may be applied provided that the legal requirements are met, including a valid VAT registration number and the necessary supporting documents for cross-border transport.
6.3 The customer is responsible for providing, in good time, a correct and valid VAT registration number and any other information required for the correct handling of VAT.
6.4 If it subsequently transpires that the 0% rate, an exemption or the reverse charge mechanism has been applied incorrectly, VanDerEng may pass on to the customer any VAT, interest, penalties, costs and damages that remain payable.
6.5 When exporting to countries outside the European Union, the 0% rate may be applied if VanDerEng can provide sufficient evidence of the export from the European Union.
6.6 The customer is responsible for all foreign taxes, import duties, customs duties, local VAT, sales tax, GST, levies and administrative obligations in the country of destination, unless otherwise agreed in writing.
6.7 If foreign legislation requires tax to be withheld from payments made to VanDerEng, the client shall increase the payment so that VanDerEng receives the full invoice amount net, unless this is prohibited by mandatory law.
6.8 The customer shall indemnify VanDerEng against any loss, costs, additional tax assessments, fines or interest arising from incorrect or incomplete VAT, customs, import or export data provided by the customer.
Article 7 — Images, specifications, tolerances and proofs
7.1 Illustrations, samples, examples, designs, colours, dimensions, weights, technical specifications and product descriptions are as accurate as possible, but are to be regarded as indicative unless expressly agreed otherwise in writing.
7.2 Variations that are customary within the production process, use of materials, printing process, cutting process, use of colour or finishing do not entitle the customer to reject the goods, claim a discount, terminate the contract or claim compensation.
7.3 The customer is responsible for checking all files, designs, texts, colours, logos, numbering, barcodes, QR codes, dimensions and other specifications supplied or approved by them.
7.4 If VanDerEng provides a digital proof, hard copy proof, sample or design confirmation, the customer must check these carefully. Once the customer has given their approval, VanDerEng may proceed with production based on the approved proof.
7.5 Any errors discovered after approval of a proof or design shall be at the customer’s expense and risk, unless it can be demonstrated that the error was caused by VanDerEng after approval.
7.6 Unless otherwise agreed in writing, minor variations in colour, size, material, thickness, weight, finish or technical specifications are permitted.
7.7 Over- and under-delivery: unless expressly agreed otherwise in writing, VanDerEng may, during production and delivery, supply up to 10% more or 10% less than the agreed quantity. Such over- or under-delivery shall be deemed proper performance of the agreement and shall not entitle the customer to refuse delivery, terminate the agreement, claim damages or a discount, other than the set-off referred to in Article 7.8.
7.8 In the event of an over-delivery of up to 10%, the customer is obliged to accept the excess products and pay for them at the agreed unit price. In the event of an under-delivery of up to 10%, only the quantity actually delivered will be invoiced. If payment has already been made in advance, the difference will be credited or offset against a subsequent invoice.
7.9 If the customer requires a specific number of products, this must be expressly stated in writing prior to the conclusion of the contract and confirmed in writing by VanDerEng. VanDerEng may charge additional fees, impose production requirements or apply additional costs in this regard.
7.10 For products manufactured in batches, series or using machinery, minor technical or visual differences may arise between production runs. Such differences shall not be regarded as a defect, unless specific tolerances have been agreed in writing.
Article 8 — Performance of the contract
8.1 VanDerEng shall perform the contract with due care, to the best of its knowledge and skill, and in accordance with the state of the art.
8.2 VanDerEng shall determine the method of execution, production, packaging, scheduling and dispatch, unless otherwise agreed in writing.
8.3 VanDerEng may engage third parties to perform the contract.
8.4 The customer shall provide all information, files, materials, licences, approvals and instructions required for the performance of the work in a timely manner, in full and in the correct format.
8.5 Any delay caused by incorrect, incomplete or late information provided by the customer shall be at the customer’s expense and risk.
8.6 If the contract is carried out in phases, VanDerEng may suspend the next phase until the previous phase has been approved or paid for.
8.7 Changes to the order shall be regarded as additional work if they result in extra work, costs, use of materials, transport, documentation or delays. Additional work will be invoiced separately.
8.8 VanDerEng is not obliged to follow the customer’s instructions if, in VanDerEng’s opinion, these instructions would result in a defective product, an unsafe situation, a breach of laws or regulations, or an infringement of third-party rights.
Article 9 — Materials supplied and third-party rights
9.1 The customer warrants that all materials, texts, logos, images, designs, trademarks, trade names, files, specifications and instructions supplied by them may be used lawfully.
9.2 The customer warrants that the materials supplied do not infringe any third-party rights, including copyright, trade mark rights, design rights, trade name rights, rights of publicity, database rights or other intellectual property rights.
9.3 The customer shall indemnify VanDerEng against all claims by third parties relating to materials, designs, files or instructions supplied by the customer.
9.4 VanDerEng may refuse, suspend or terminate an assignment if it suspects that the assignment contravenes legislation or regulations, the rights of third parties, sanctions rules, public order, public decency or company policy.
9.5 Materials supplied by the customer will only be insured, stored or returned if this has been agreed in writing.
Article 10 — Delivery and delivery times
10.1 Delivery times are indicative and do not constitute a strict deadline, unless it has been expressly agreed in writing that a delivery time is a strict deadline.
10.2 The delivery period shall not commence until:
a. the contract has been concluded;
b. all necessary data, files and approvals have been received;
c. any proof or sample has been approved;
d. any advance payment has been made; and
e. all necessary import, export or transport data is available.
10.3 If a delivery deadline is exceeded, this does not entitle the customer to compensation, cancellation or termination of the contract. The customer must first give VanDerEng written notice of default and allow a reasonable period of time for delivery to be made.
10.4 VanDerEng may make partial deliveries and invoice these separately.
10.5 If the customer fails to take delivery of the products on time, VanDerEng may store the products at the customer’s expense and risk.
10.6 If the customer still fails to take delivery of the products after a reasonable period of time, VanDerEng may terminate the agreement in whole or in part, and may sell, reuse or destroy the products, without prejudice to its right to payment and compensation.
10.7 VanDerEng shall not be liable for any delays caused by carriers, customs, authorities, missing information provided by the customer, force majeure or third parties.
Article 11 — International delivery, Incoterms® and risk
11.1 Unless otherwise agreed in writing, the following applies to international deliveries: FCA VanDerEng B.V., Lijnbaan 45, Heemskerk, Netherlands — Incoterms® 2020.
11.2 If a different Incoterms® rule is specified in the quotation, order confirmation or invoice, that specific agreement shall apply.
11.3 If VanDerEng arranges transport without a different Incoterms® term having been agreed in writing, this is done as a service to the customer. In such cases, the risk passes to the customer as soon as the goods have been handed over to the first carrier.
11.4 DDP (Delivered Duty Paid), which includes import duties, local VAT or customs clearance in the country of destination, applies only if this has been expressly agreed in writing.
11.5 Unless expressly agreed in writing, VanDerEng shall not be liable for import formalities, import duties, foreign VAT, local taxes, customs clearance, storage costs, demurrage, inspection costs or delays at customs or with the authorities in the country of destination.
11.6 The customer is responsible for providing accurate transport, import, customs and delivery details in good time.
11.7 Delays caused by customs, carriers, inspections, missing permits, sanctions checks or local authorities shall be at the customer’s expense and risk, unless the delay can be shown to have been caused by VanDerEng’s wilful misconduct or gross negligence.
11.8 Incoterms® govern only the matters described therein, such as delivery, costs, risk and transport obligations. The transfer of ownership, payment, warranty, liability and applicable law are governed by these terms and conditions and the contract.
Article 12 — Transport, packaging and insurance
12.1 VanDerEng shall determine the method of packaging, unless specific packaging requirements have been agreed in writing.
12.2 VanDerEng may charge additional costs for special packaging requirements, export packaging, pallets, crates, certificates, labels or documentation.
12.3 Transport insurance will only be taken out if this has been agreed in writing. The costs thereof shall be borne by the customer.
12.4 Any damage sustained during transport must be reported to the carrier immediately upon receipt and noted on the consignment note, delivery note or digital confirmation of receipt.
12.5 The customer must notify VanDerEng in writing as soon as possible of any damage caused during transport, providing photographs, the delivery note, the order number and any other relevant information.
12.6 If the customer appoints a carrier themselves, VanDerEng shall not be liable for any damage, loss, delay or errors on the part of that carrier.
Article 13 — Customs, export controls and sanctions
13.1 The customer warrants that neither it nor its directors, beneficial owners, group companies or relevant third parties appear on any applicable sanctions lists.
13.2 The customer warrants that the products will not be used, supplied to third parties, exported or re-exported in contravention of any applicable sanctions, export control legislation, import restrictions, trade restrictions or embargoes.
13.3 The customer shall, upon first request, provide all information required by VanDerEng for sanctions checks, export controls, customs formalities, end-user declarations, documents of origin or other international trade documents.
13.4 VanDerEng may suspend, refuse or terminate performance if it suspects that delivery may result in a breach of sanctions, export control regulations, customs rules or other applicable laws and regulations.
13.5 VanDerEng shall not be liable for any damage, delay, costs or loss resulting from sanctions checks, customs checks, export restrictions, licensing requirements or refusal by the authorities.
13.6 The customer shall indemnify VanDerEng against any claims, fines, damages and costs arising from a breach of this clause by the customer or by parties to whom the customer supplies the products.
13.7 The customer must not supply VanDerEng products, either directly or indirectly, to any persons, organisations, countries or sectors subject to an applicable trade ban, export ban or sanctions regime.
Article 14 — Local legislation and product requirements outside the Netherlands
14.1 VanDerEng warrants that, upon delivery, the products comply with the legal requirements applicable in the Netherlands, insofar as these requirements apply to VanDerEng.
14.2 The customer is responsible for determining whether the products may be imported, sold, used, processed or resold in the country of destination.
14.3 The customer is responsible for complying with local requirements in the country of destination, including requirements relating to product safety, labelling, language, warnings, instructions, packaging, environmental regulations, recycling, registration, certification, import licences and sector-specific regulations.
14.4 If the customer markets, resells or processes products outside the Netherlands, the customer is responsible for their own role as an importer, distributor, reseller, processor or market participant.
14.5 The customer must inform VanDerEng in writing in advance of any specific legal or technical requirements applicable in the country of destination that are relevant to production or delivery.
14.6 VanDerEng shall not be liable if products fail to comply with foreign or local requirements that have not been specified in full in writing by the customer in advance and accepted by VanDerEng.
14.7 If, at the customer’s request, VanDerEng assists with foreign certification, registration or documentation, this shall be done on the basis of information provided by the customer and at the customer’s expense and risk.
Article 15 — Product safety, traceability and recalls
15.1 The parties shall cooperate in good faith with regard to obligations relating to product safety, traceability, warnings, corrective measures and product recalls, insofar as these apply to them.
15.2 The customer must pass on relevant product information, safety information, warnings, restrictions on use and traceability information to its customers, distributors and end users to the extent required by law or as is reasonably necessary.
15.3 The customer shall notify VanDerEng immediately in writing of any complaints, incidents, safety risks, inspections, notifications from authorities or potential product recalls relating to VanDerEng products.
15.4 The customer may not make any statements on behalf of VanDerEng to authorities, customers or end users without VanDerEng’s prior written consent, unless immediate notification is required by law.
15.5 The costs of a recall, warning, remedial action or other corrective measure shall be borne by the party responsible for the cause thereof.
15.6 If the cause is partly attributable to specifications, designs, instructions for use, distribution, storage, processing or local sales provided by the customer, the customer shall bear the related portion of the costs.
Article 16 — Inspection and complaints
16.1 The customer must inspect the products immediately upon receipt for visible defects, transport damage, quantities, specifications and accuracy.
16.2 Any visible defects, damage in transit or shortfalls must be reported to VanDerEng in writing within 5 working days of receipt.
16.3 Hidden defects must be reported in writing within 10 working days of discovery.
16.4 All complaints must be clearly described and accompanied by the order number, photographs, delivery note, batch number or any other relevant information.
16.5 If no complaint is made within the specified time, the products shall be deemed to have been accepted.
16.6 A complaint does not suspend the customer’s obligation to pay.
16.7 If a complaint is upheld, VanDerEng may, at its discretion, repair, replace, redeliver, issue a credit note or offer a reasonable discount.
16.8 Complaints regarding part of the delivery do not entitle the customer to refuse the entire delivery, unless the defect materially affects the entire delivery.
16.9 The customer must allow VanDerEng the opportunity to investigate a complaint. If such an investigation is prevented, the right to repair, replacement, a credit note or compensation shall lapse.
Article 17 — Warranty
17.1 VanDerEng guarantees that the products will comply with the agreed specifications upon delivery, provided that the customer has supplied accurate and complete information.
17.2 The warranty is limited to demonstrable material or manufacturing defects attributable to VanDerEng.
17.3 The warranty does not cover defects or damage caused by:
a. normal use or normal wear and tear;
b. incorrect, improper or unauthorised use;
c. incorrect storage, assembly, processing, cleaning or handling;
d. modifications or repairs carried out by the customer or third parties;
e. exposure to moisture, heat, cold, sunlight, chemicals or mechanical stress;
f. use for purposes other than those agreed;
g. materials, files or specifications supplied by the customer;
h. deviations that fall within normal tolerances;
i. resale or use in a country for which the products have not been specifically ordered or assessed.
17.4 The warranty entitles the customer solely to repair, replacement, subsequent delivery, a credit note or a price reduction, at VanDerEng’s discretion.
17.5 Any warranty claim shall lapse if the customer fails to meet their payment obligations.
17.6 Work, advice, design work or services are only covered by a warranty if this has been agreed in writing.
Article 18 — Returns by business customers
18.1 Business customers do not have a statutory right of withdrawal or a cooling-off period.
18.2 Products may only be returned with VanDerEng’s prior written consent.
18.3 Custom-made products, personalised products, specially ordered products, opened packaging, used products and damaged products cannot be returned, unless VanDerEng confirms otherwise in writing.
18.4 Authorised returns must be returned unused, undamaged, complete and in their original packaging.
18.5 Return costs, transport insurance and the risk associated with the return shipment are borne by the customer.
18.6 VanDerEng may charge reasonable costs for administration, inspection, repair, repackaging or restocking in the case of business returns.
18.7 VanDerEng may refuse to accept a return shipment without prior authorisation or may return it at the customer’s expense.
Article 19 — Cancellation
19.1 The customer may only cancel a contract with VanDerEng’s prior written consent.
19.2 In the event of cancellation, VanDerEng may charge for all costs incurred, materials purchased, design hours, preparation costs, production costs, transport costs and loss of profit.
19.3 In the case of bespoke products, cancellation is no longer possible once the quotation, order confirmation, proof or design has been approved if VanDerEng has already purchased materials, scheduled production or commenced production.
19.4 If delivery proves impossible due to circumstances beyond VanDerEng’s control, VanDerEng may terminate the agreement in whole or in part without being liable for compensation.
19.5 Cancellations must always be made in writing.
Article 20 — Payment
20.1 Payment must be made within 30 days of the invoice date, unless a different payment term has been agreed in writing.
20.2 A longer payment term shall only apply if it has been agreed in writing and is permitted by law.
20.3 VanDerEng may require payment in advance, partial payment, payment prior to production, payment prior to dispatch or other security.
20.4 In the case of new customers, international customers, bespoke products, urgent orders or large orders, VanDerEng may require full payment in advance.
20.5 For international orders, VanDerEng may require payment by advance payment, confirmed and irrevocable documentary credit, bank guarantee or other form of payment security accepted by VanDerEng.
20.6 Payment must be made in euros, without any discount, deduction, suspension or set-off, unless VanDerEng confirms otherwise in writing.
20.7 Bank charges, exchange fees, payment charges and the costs of international transfers are to be borne by the customer.
20.8 Payment shall only be deemed to have been made once the full invoice amount has been irrevocably credited to VanDerEng’s bank account.
20.9 If the customer fails to pay on time, they shall be in default by operation of law without the need for a formal notice of default.
20.10 In the event of late payment, the customer shall be liable to pay statutory commercial interest from the due date until the date of full payment.
20.11 In the event of bankruptcy, suspension of payments, proceedings under the Dutch Insolvency (Special Measures) Act (WHOA), liquidation, attachment, cessation of business, insolvency or similar circumstances, all outstanding claims shall become immediately due and payable.
20.12 VanDerEng may suspend deliveries until outstanding invoices, interest or costs have been paid in full.
Article 21 — Collection costs
21.1 If the customer fails to pay on time, all reasonable extrajudicial and judicial debt collection costs shall be borne by the customer.
21.2 The costs of out-of-court debt collection shall amount to at least 15% of the outstanding amount, subject to a minimum of €250, unless the actual costs are higher.
21.3 In addition, VanDerEng is entitled to reimbursement of legal costs, bailiff’s fees, attachment costs, translation costs, solicitors’ fees, foreign debt collection costs and costs incurred in connection with the recognition or enforcement of a judgment or arbitral award.
21.4 Payments made by the customer shall first be applied to costs, then to interest, and finally to the oldest outstanding invoices.
21.5 A payment arrangement is only valid if VanDerEng has confirmed it in writing.
Article 22 — Retention of title
22.1 All products delivered remain the property of VanDerEng until the customer has paid all amounts due in connection with the agreement and the business relationship.
22.2 The retention of title also applies to claims for interest, costs, damages, previous deliveries and future deliveries, to the extent permitted by law.
22.3 Until ownership has been transferred, the customer may not pledge, encumber, dispose of or offer the products as security to third parties, except in the course of normal resale in the ordinary course of business.
22.4 The customer must store the products subject to retention of title with due care, ensure they remain identifiable, and insure them against fire, theft, damage and loss.
22.5 The customer must inform VanDerEng immediately if third parties seize products subject to retention of title or seek to establish rights over them.
22.6 In the case of international deliveries, the customer shall cooperate in completing all formalities necessary to ensure that the retention of title or similar security interests are valid or enforceable in the country of destination.
22.7 If the customer fails to comply, VanDerEng may take the products back. The customer grants VanDerEng and third parties designated by VanDerEng permission to enter premises where the products are located, to the extent permitted by law.
22.8 Any costs incurred by VanDerEng in connection with the return, storage, transport or sale of products shall be borne by the customer.
Article 23 — Right of retention
23.1 VanDerEng may retain possession of the customer’s products, documents, files, materials or other items until all outstanding amounts have been paid.
23.2 The right of retention also applies to costs, interest, damages and previous or related assignments.
23.3 VanDerEng shall not be liable for any loss or damage arising from the lawful exercise of a right of retention.
Article 24 — Intellectual property
24.1 All intellectual property rights in designs, models, drawings, files, templates, methods, texts, photographs, software, documentation, calculations and other materials belonging to VanDerEng shall remain the property of VanDerEng or its licensors.
24.2 The customer is granted only the right of use necessary for the normal use of the products supplied.
24.3 Without VanDerEng’s written consent, the customer may not copy, publish, alter, reproduce, use for other projects or disclose to third parties any materials belonging to VanDerEng.
24.4 In the event of a breach of this clause, the customer shall be liable to pay an immediately payable penalty of €5,000 per breach and €500 for each day that the breach continues, without prejudice to VanDerEng’s right to full compensation.
24.5 VanDerEng may use the products supplied and images thereof for its portfolio, as references, in trade fair materials, on its website and for marketing purposes, unless the customer objects in writing in advance or a confidentiality agreement has been entered into.
24.6 By providing materials to VanDerEng, the customer grants VanDerEng the right to use these materials for the performance of the contract.
Article 25 — Confidentiality
25.1 The parties shall keep confidential any confidential information they receive from each other in connection with the agreement.
25.2 Information is confidential if it is designated as such or if the receiving party should reasonably understand that the information is confidential.
25.3 Confidentiality does not apply to information that:
a. was already public;
b. has been lawfully received from a third party;
c. has been developed independently without the use of confidential information; or
d. must be disclosed by virtue of law, a court order or a government decision.
25.4 The customer shall impose the same duty of confidentiality on employees, agents and third parties who have access to confidential information.
25.5 The duty of confidentiality shall continue to apply even after the termination of the agreement.
Article 26 — Liability
26.1 VanDerEng shall only be liable for direct loss that is the direct consequence of a fault attributable to VanDerEng.
26.2 VanDerEng’s liability is limited to the invoice amount for the relevant order, excluding VAT.
26.3 If VanDerEng’s liability insurance pays out in a specific case, liability is limited to the amount paid out by the insurer, plus the excess.
26.4 VanDerEng shall not be liable for indirect damage, consequential damage, loss of turnover, loss of profit, damage to reputation, lost savings, production downtime, loss of data, fines, recall costs, claims from the customer’s clients or damage resulting from delay.
26.5 VanDerEng shall not be liable for damage caused by:
a. incorrect or incomplete information provided by the customer;
b. errors in designs or proofs approved by the customer;
c. faulty files, materials or specifications provided by the customer;
d. use of products for purposes other than those agreed;
e. local legislation or foreign product requirements that have not been notified in writing in advance;
f. customs delays, transport delays, sanctions checks or import restrictions;
g. acts or omissions on the part of carriers, suppliers or other third parties;
h. normal tolerances in terms of production, colour, size or quantity.
26.6 The limitations of liability shall not apply in the event of wilful misconduct or gross negligence on the part of VanDerEng’s management.
26.7 Any claim for damages shall lapse 12 months after delivery, unless mandatory law prescribes a longer period.
Article 27 — Indemnity
27.1 The customer shall indemnify VanDerEng against any claims by third parties arising from:
a. materials, designs, texts, logos or files supplied by the customer;
b. infringement of intellectual property rights;
c. the customer’s use, processing, resale or export of the products;
d. breach of local legislation in the country of destination;
e. incorrect VAT, customs, import or export details;
f. breach of sanctions or export control regulations;
g. product claims insofar as they are caused by the customer’s acts or omissions;
h. instructions or specifications provided by the customer.
27.2 The indemnity also covers fines, damages, legal fees, court costs, investigation costs, recall costs and costs incurred by regulatory authorities.
27.3 The customer shall provide VanDerEng with all reasonable assistance in dealing with claims from third parties.
Article 28 — Force majeure
28.1 VanDerEng shall not be liable for any delay or failure resulting from force majeure.
28.2 Force majeure includes, but is not limited to: fire, theft, cyber incidents, malfunctions, power or internet outages, strikes, illness, pandemics, epidemics, war, terrorism, natural disasters, transport problems, raw material shortages, supplier issues, machinery breakdown, government measures, import or export restrictions, sanctions, customs delays, licensing issues and other circumstances beyond VanDerEng’s reasonable control.
28.3 In the event of force majeure, VanDerEng may suspend its obligations.
28.4 If the force majeure lasts for more than 60 days, either party may terminate the agreement in writing in respect of the part that has not yet been performed.
28.5 VanDerEng may invoice for any work or goods it has already supplied or carried out.
28.6 VanDerEng is not liable for any loss or damage arising from force majeure.
Article 29 — Suspension and termination
29.1 VanDerEng may suspend performance or terminate the agreement in whole or in part if:
a. the customer fails to fulfil their obligations;
b. the customer fails to pay on time;
c. the customer fails to provide the requested security;
d. VanDerEng has reasonable grounds to doubt payment or performance;
e. the company is subject to bankruptcy, a moratorium, a WHOA procedure, seizure, liquidation or cessation of business;
f. the supply may contravene sanctions, export controls or other laws and regulations;
g. the customer provides incorrect or misleading information;
h. the customer fails to take delivery of the products on time.
29.2 In the event of termination, all outstanding claims shall become immediately due and payable.
29.3 VanDerEng reserves the right to claim compensation for damages, costs, interest and loss of profit.
29.4 Any suspension or termination by VanDerEng shall not affect VanDerEng’s other rights.
Article 30 — Compliance and integrity
30.1 The customer shall comply with applicable laws and regulations relating to anti-corruption, anti-bribery, anti-money laundering, sanctions, export controls, human rights, working conditions and fair trade.
30.2 The customer must not use or supply VanDerEng’s products for any illegal purposes, or for the purposes of deception, fraud, counterfeiting, infringement of third-party rights, or activities that are detrimental to VanDerEng’s reputation.
30.3 VanDerEng may refuse, suspend or terminate an agreement if it reasonably suspects that the customer is acting in breach of this clause.
30.4 Upon request, the customer shall provide information demonstrating that they comply with this clause.
Article 31 — Privacy and business contact details
31.1 VanDerEng processes personal data relating to business contacts in accordance with the General Data Protection Regulation and its privacy policy.
31.2 The customer warrants that any personal data provided to VanDerEng may lawfully be processed for the purposes of quotations, orders, delivery, invoicing, customer service, administration and the performance of the agreement in general.
31.3 Where the parties process personal data on each other’s behalf, they shall, where necessary, set out additional arrangements in a data processing agreement.
31.4 Business contact details may be used for routine business communications, service notifications and relevant information about VanDerEng’s products or services, to the extent permitted by law.
Article 32 — Translations
32.1 These terms and conditions may be available in several languages.
32.2 The Dutch text shall prevail. In the event of any discrepancy between the Dutch text and a translation, the Dutch text shall prevail, unless mandatory law provides otherwise.
Article 33 — Applicable law
33.1 All offers, quotations, agreements, deliveries and legal relationships with VanDerEng are governed exclusively by Dutch law.
33.2 The applicability of the Vienna Sales Convention, also known as the United Nations Convention on Contracts for the International Sale of Goods (CISG), is expressly excluded. The CISG may be relevant to international sales contracts between businesses, but the parties may exclude its application.
33.3 Foreign rules of private international law that would result in the application of a different legal system are excluded to the extent permitted by law.
Article 34 — Disputes and competent court
34.1 The parties shall endeavour to resolve disputes through mutual consultation in the first instance.
34.2 All disputes shall be submitted exclusively to the competent court of the District Court of North Holland, Alkmaar division, unless VanDerEng opts for another court with jurisdiction.
34.3 VanDerEng may also bring disputes before the court of the customer’s place of business or before any other court which has jurisdiction under the law or an international treaty.
34.4 This clause does not affect VanDerEng’s right to seek interim relief, attachment orders or debt recovery measures in any country where the customer or their assets are located.
Article 35 — Amendments
35.1 VanDerEng may amend these terms and conditions.
35.2 The amended terms and conditions shall apply to new quotations, orders and contracts from the moment they are published or provided to the customer.
35.3 In the case of existing agreements, changes shall only apply if they have been agreed in writing or are permitted by law.
Business returns policy
Article 36 — Returns policy
36.1 This returns policy applies exclusively to business customers.
36.2 Business customers are not entitled to a statutory cooling-off period or a statutory right of withdrawal. A business order placed is binding as soon as the contract has been concluded.
36.3 Products may only be returned with VanDerEng’s prior written consent.
36.4 A return request can be sent to customerservice@vandereng.nl.
36.5 When submitting a return request, the customer must provide at least the following:
a. company name;
b. contact person;
c. order number;
d. invoice number;
e. product description;
f. number;
g. reason for return;
h. photographs, where relevant.
36.6 Custom-made products cannot be returned. This applies, for example, to products with:
a. your own text;
b. logo;
c. design;
d. colour scheme;
e. numbering;
f. barcode;
g. QR-code;
h. specific dimensions;
i. personalised or corporate printing;
j. custom packaging;
k. other specifications provided by the customer.
36.7 A return will only be accepted if:
a. VanDerEng has given its prior written consent;
b. the return number or return confirmation is included;
c. the products are unused, undamaged and complete;
d. the products are in their original packaging;
e. the return consignment is adequately packaged;
f. the return is received within the agreed timeframe.
36.8 Return costs are payable by the customer.
36.9 The risk of loss or damage during return transport remains with the customer until VanDerEng has received and inspected the products.
36.10 VanDerEng will inspect the returned goods upon receipt.
36.11 VanDerEng may deduct reasonable costs, including:
a. administrative costs;
b. audit costs;
c. repair costs;
d. repackaging costs;
e. restocking costs;
f. impairment;
g. transport or storage costs.
36.12 A refund will only be issued once VanDerEng has approved the return.
36.13 Returns made without prior authorisation may be refused, held in storage or returned at the customer’s expense.
Contact details
VanDerEng B.V.
45 Lijnbaan
1969 ND Heemskerk
Netherlands
Phone: +31 (0)88 881 08 00
Email: customerservice@vandereng.nl
Chamber of Commerce: 34079434
VAT No.: NL0095.21.549.B01
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