General Terms and Conditions – Pixia B.V.

Article 1: Definitions


General Terms and Conditions: These General Terms and Conditions.


Customer: The natural person or legal entity entering into an Agreement with Pixia for the supply of Goods.


Agreement: Any agreement, in whatever form, entered into between Pixia and the Customer for the supply of Goods.


Party: Pixia or the Customer.


Parties: Pixia and the Customer.


Pixia: Pixia B.V., a private limited liability company incorporated under Dutch law, having its registered office in Breda and its principal place of business at De Limiet 19, 4131 NR Vianen, the Netherlands, registered with the Dutch Chamber of Commerce under number 60362359.


In Writing: By email or by (registered) post.


Consumable: Any consumable product forming part of Pixia's product range, including but not limited to inkjet media, laminates, mounting films, signage products and inks for machines.


Goods: Consumables or machines.

Article 2: Applicability of the General Terms and Conditions


  1. These General Terms and Conditions apply to all offers and quotations issued by Pixia, all negotiations between the Parties, and all legal relationships and Agreements between the Parties, unless expressly agreed otherwise in writing.
  2. The Customer's general or specific terms and conditions shall only be binding on Pixia if and to the extent that they do not conflict with these General Terms and Conditions and Pixia has expressly agreed in writing to their applicability. Pixia expressly rejects the applicability of the Customer's general terms and conditions or any other standardised provisions regularly used by the Customer.
  3. If any provision of these General Terms and Conditions is null and void or is declared invalid, the remaining provisions shall remain in full force and effect. The Parties shall consult with each other to agree on one or more replacement provisions that reflect, as closely as possible, the purpose and intent of the invalid or void provision.
  4. In the event of any conflict between the provisions of an Agreement concluded between the Parties and these General Terms and Conditions, the provisions of the Agreement shall prevail.

Article 3: Offers and Formation of Agreements


  1. An Agreement is concluded when an offer issued by Pixia has been signed or otherwise unequivocally accepted by the Customer within the applicable acceptance period and returned to Pixia, or when the Customer has otherwise confirmed acceptance of the offer to Pixia in writing in accordance with its terms.
  2. An Agreement is also concluded when Pixia unequivocally confirms the Customer's acceptance of an offer made by Pixia, for example through its website.
  3. Pixia may revoke a quotation in writing within seven days of receiving its acceptance, in which case no Agreement shall be deemed to have been concluded between the Parties.
  4. If the Customer's acceptance deviates from Pixia's original offer, even on minor points, Pixia shall not be bound by such acceptance. In that case, no Agreement shall be concluded on the basis of the amended acceptance unless Pixia indicates otherwise.
  5. All quotations and offers issued by Pixia shall remain valid for 30 days from the date of issue, unless stated otherwise.
  6. Information contained in images, catalogues, technical drawings, advice and any other supplementary information provided by Pixia is for information purposes only and shall not be binding on Pixia. The Customer may not derive any rights from such information unless it has been agreed in writing that the information explicitly defines the characteristics of the Goods to be supplied.
  7. All verbal offers, catalogue offers, advertisements and quotations that do not expressly state otherwise shall be considered non-binding and may be revoked at any time, even if they specify a period for acceptance.
  8. Pixia shall not be bound by quotations if the Customer should reasonably have understood, in accordance with the principles of reasonableness and fairness and generally accepted standards of commercial practice, that the quotation or any part thereof contained an obvious mistake or clerical error.

Article 4: Delivery and Delivery Times


  1. Delivery times shall be agreed upon between the Parties.
  2. Delivery times and other dates specified by Pixia are indicative only and shall never be considered strict or binding deadlines.
  3. If an indicative delivery period specified by Pixia is exceeded, the Customer may issue Pixia with a written notice of default. The Customer must allow Pixia a reasonable additional period in which to fulfil its delivery obligations. A reasonable period shall be at least two months following the expiry of the indicative delivery period. Pixia shall under no circumstances be liable for any damage or loss resulting from delayed delivery.
  4. Delivery of Goods shall take place by handing over the Goods to the Customer at the delivery location agreed upon between the Parties. The delivery note issued by the carrier or freight forwarder engaged by Pixia and signed by the Customer shall constitute proof of delivery.
  5. The risk relating to the Goods shall pass from Pixia to the Customer at the time of delivery.
  6. Pixia shall arrange the transportation required for the delivery of the Goods and shall engage a carrier or freight forwarder for this purpose. Transportation costs shall be borne by the Customer, unless the delivery concerns Consumables and the invoice amount for the relevant delivery exceeds €350, excluding VAT. In such cases, delivery shall be free of charge, provided that the Goods are delivered to a single address within the Benelux and the roll length is less than 200 cm. In all other cases, the transportation costs payable by the Customer shall be agreed upon between the Parties.
  7. Pixia shall be entitled to make partial deliveries and to invoice such deliveries separately. Pixia shall inform the Customer of the estimated delivery time and the contents of each partial delivery.

Article 5: Retention of Title


  1. All Goods supplied by Pixia shall remain the property of Pixia until the Customer has fully satisfied all payment obligations towards Pixia arising from any Agreement concluded with Pixia for the supply of Goods and/or the provision of Services, including claims arising from failure to fulfil such an Agreement, such as interest and costs.
  2. As long as ownership of the delivered Goods has not passed to the Customer, the Customer shall not be permitted to sell, transfer, pledge or otherwise encumber the Goods.
  3. The retention of title shall not affect the transfer of risk relating to the Goods from Pixia to the Customer at the time of delivery.

Article 6: Prices


  1. Goods shall be supplied and Services shall be performed by Pixia at the prices applicable at the time of delivery of the Goods and/or performance of the Services. All stated prices are exclusive of VAT.
  2. If Pixia's costs increase after the conclusion of an Agreement, for example as a result of changes in energy, labour, transportation or production costs, Pixia shall be entitled to pass such increases on to the Customer.
  3. Pixia reserves the right to unilaterally amend its prices after the conclusion of an Agreement.
  4. If a price adjustment results in an increase of more than 6%, or if a price increase takes place within three months of the conclusion of an Agreement, the Customer shall be entitled to terminate the Agreement in writing within eight days after Pixia has informed the Customer of the price adjustment, without either Party becoming liable for compensation.
  5. Such termination shall not release the Customer from the obligation to pay invoices relating to Goods delivered and/or Services performed prior to termination.

Article 7: Payment


  1. The Customer shall pay Pixia's invoices within 30 days of the invoice date to IBAN NL43 ABNA 0124 1721 05 (BIC: ABNANL2A), in the name of NL Factoring 360 B.V.
  2. The payment periods specified in this Article are strict deadlines. If a payment deadline is exceeded, the Customer shall automatically be in default without further notice being required. In such cases, the Customer shall owe Pixia interest of 1% per month on the outstanding amount, as well as compensation for extrajudicial collection costs amounting to 15% of the outstanding amount, subject to a minimum of €150. If the actual extrajudicial collection costs incurred are higher, the Customer shall be liable for the actual costs.
  3. Pixia shall be entitled to allocate payments made by the Customer first towards extrajudicial collection costs, then towards accrued interest, and finally towards the principal amount and current interest.
  4. In the event of late payment, Pixia shall be entitled to suspend the delivery of Goods.
  5. Upon receipt of an invoice, the Customer is obliged to verify its accuracy. Any complaints regarding the accuracy of an invoice must be submitted to Pixia in writing within seven days of the invoice date. Failure to do so shall result in the Customer forfeiting the right to dispute the accuracy of the invoice.
  6. The Customer shall under no circumstances be entitled to set off any amounts owed to Pixia or to suspend any payment obligation towards Pixia.

Article 8: Liability of Pixia


  1. In the event of one or more attributable failures to perform its obligations or unlawful acts by Pixia, Pixia's total liability shall be limited to the repair or replacement, free of charge, of the Goods supplied by Pixia.
  2. Pixia, its employees and third parties engaged by Pixia shall not be liable for damage or injury to persons, property or the business operations of the Customer and/or third parties resulting from defects in Goods and/or Services supplied by Pixia, except in cases of gross negligence, wilful misconduct, deliberate recklessness or attributable recklessness on the part of Pixia or its managerial employees.
  3. In particular, Pixia shall under no circumstances be liable for consequential loss or damage suffered by the Customer, including but not limited to damage to property other than the Goods supplied by Pixia, loss of profit, loss of anticipated savings, business interruption losses, or losses resulting from claims by third parties that arise directly or indirectly from, or are in any way connected with, Goods supplied and/or Services performed by Pixia.
  4. Any obligation on the part of Pixia to pay compensation arising from one or more attributable failures to perform its obligations, or on any other grounds, shall be limited to the amount actually paid out under Pixia's liability insurance in respect of the relevant claim, increased by the applicable deductible payable by Pixia. If Pixia's liability insurer does not provide coverage or make a payment, Pixia's total liability, whether arising from an attributable failure or on any other grounds, shall be limited to the invoice amount of the relevant Goods or Services.
  5. The Customer shall indemnify and hold Pixia harmless against all claims by third parties that arise directly or indirectly from, or are in any way connected with, Goods supplied and/or Services performed by Pixia.

Article 9: Customer's Duty to Inspect and Report Defects


  1. Immediately following delivery of Goods or performance of Services, the Customer shall inspect the Goods or Services to determine whether they contain any defects.
  2. The Customer shall no longer be entitled to invoke a defect in the delivered Goods or performed Services if the Customer has not submitted a written complaint to Pixia within 14 days following delivery of the Goods or performance of the Services. This 14-day period constitutes a limitation period after which the right to complain expires. The complaint must clearly inform Pixia of the alleged nature and extent of the defect.
  3. If a complaint is submitted within the applicable period, the Customer shall allow Pixia to investigate whether the complaint is justified. If the complaint is justified, the Customer shall allow Pixia a reasonable period to repair or replace the delivered Goods and/or remedy the performed Services free of charge.

Article 10: Warranty


Pixia does not provide any warranty on Goods supplied or Services performed.

Article 11: Force Majeure


  1. In addition to the circumstances recognised as force majeure under Dutch law and case law, force majeure on the part of Pixia shall include all external circumstances beyond Pixia's control that prevent the normal fulfilment of an obligation, regardless of whether such circumstances were foreseeable at the time the Agreement was concluded. Such circumstances include, but are not limited to, strikes, general shortages of raw materials, unforeseen disruptions affecting suppliers or other third parties on whom Pixia depends, government measures, widespread interruptions in energy supplies and general transportation problems.
  2. Pixia shall also be entitled to invoke force majeure if the circumstance preventing further performance occurs after the date on which Pixia should have fulfilled its obligation.
  3. During a period of force majeure, Pixia shall be entitled to suspend all its obligations, and any indicative delivery period shall be extended by the duration of the force majeure event.
  4. If a force majeure event affecting Pixia continues for more than three months, it shall be considered a permanent force majeure situation. In that case, either Party shall be entitled to terminate the Agreement in writing without either Party becoming liable for compensation.

Article 12: Termination and Annulment


  1. The Customer shall not be entitled to terminate the Agreement, except in the event of a price adjustment by Pixia as described in Article 6.3 of these General Terms and Conditions or in the event of permanent force majeure affecting Pixia as described in Article 11.4.
  2. Extrajudicial termination of the Agreement must take place in writing.
  3. If the Agreement is terminated in whole or in part by Pixia, whether judicially or extrajudicially, due to the occurrence of any of the circumstances referred to in Article 12.2, the Customer shall be obliged to compensate Pixia for any loss suffered as a result of the Agreement being terminated rather than mutually performed. Such losses shall include, but shall not be limited to, loss of profit, depreciation in the value of delivered Goods, dismantling costs and transportation costs, without prejudice to Pixia's statutory rights to claim compensation. Pixia shall be entitled to set off any losses suffered against amounts that may become repayable to the Customer as a result of termination of the Agreement.
  4. The Customer shall not be entitled to annul the Agreement on any grounds other than those provided for by mandatory law.
  5. Pixia shall be entitled to terminate the Agreement, in whole or in part, judicially or extrajudicially, without incurring any liability for compensation, if any of the following circumstances occurs:

a. The Customer fails to make a payment on time or fails to make a payment at all.

b. In Pixia's opinion, there are reasonable grounds to fear that the Customer will fail to pay on time or will not pay at all.

c. An application for the Customer's bankruptcy is filed or the Customer is declared bankrupt.

d. The Customer applies for a suspension of payments or is granted a suspension of payments.

e. The Customer is dissolved, liquidated or otherwise ceases its business operations.

f. An attachment is levied against the Customer's assets for enforcement purposes.

In addition, if the Customer is a natural person:

g. The Customer dies.

h. The Customer applies for a statutory debt restructuring arrangement under the Dutch Debt Restructuring (Natural Persons) Act (Wet Schuldsanering Natuurlijke Personen, Wsnp), or such an arrangement is declared applicable to the Customer.

i. The Customer is placed under legal guardianship or otherwise loses, in whole or in part, the legal authority to dispose of their assets.

Article 13: Default and Notice of Default



  1. Except where strict deadlines are specified in the Agreement or these General Terms and Conditions, a Party shall only be considered in default towards the other Party if, after receiving a notice of default, it fails to fulfil its obligations under the Agreement towards the other Party.
  2. A notice of default must be issued in writing and must allow a period of 14 days for performance, unless the Parties have agreed on a different period, as provided for in Article 4.3 of these General Terms and Conditions.

Article 14: Final Provisions


  1. The legal relationship between the Parties shall be governed by Dutch law. Dutch law shall apply to all present and future Agreements between the Parties and all obligations arising from or related to such Agreements, all present and future non-contractual obligations between the Parties, including statutory obligations such as those arising from unlawful acts, these General Terms and Conditions, and all negotiations between the Parties.
  2. The District Court of Midden-Nederland (Central Netherlands) shall have exclusive jurisdiction over all disputes arising from or relating to present and/or future Agreements between the Parties, as well as disputes arising from all present and future non-contractual obligations between the Parties, including statutory obligations.
  3. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG), also known as the Vienna Sales Convention, is expressly excluded.
  4. Without Pixia's prior written consent, the Customer may not assign or transfer any Agreement or any rights and/or obligations arising from an Agreement to third parties.
  5. Pixia reserves the right to unilaterally amend these General Terms and Conditions. In such cases, Pixia shall inform the Customer of the amendments in due time and in accordance with applicable legislation. A period of at least one month shall elapse between the notification and the date on which the amended terms and conditions take effect.
  6. In the event of any dispute regarding the interpretation or meaning of these General Terms and Conditions, the Dutch-language version shall prevail.