Terms & Conditions

Last updated: 18 August 2026

Company details, definitions and applicability
Offers, orders, pre-orders and cancellation
Product information, minimum purchases and prices
Payment, late payment and collection costs
Delivery, partial deliveries and transfer of risk
Retention of title
Inspection, complaints, defects and remedies
Returns and return procedure
Custom products and special orders
Samples, displays and presentation materials
Intellectual property, branding and customer materials
Product safety, compliance, traceability and recalls
Suspension, security, termination and force majeure
Liability and loss
Website, privacy and electronic communications
Governing law, disputes, language and general provisions

1. Company details, definitions and applicability

1.1 Giftory is a sole proprietorship with its business address at Herengracht 449 A, 1017BR Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under number 73777668. Giftory can be contacted at info@giftory.nl and giftory.nl.

1.2 Giftory supplies only natural persons and legal entities acting in the course of a profession or business. These Terms and Conditions are not intended for agreements with consumers. If mandatory consumer law nevertheless applies in an exceptional case, that mandatory law prevails over any conflicting provision of these Terms and Conditions.

1.3 In these Terms and Conditions:

customer means any business person or organisation that requests information from Giftory, receives a quotation, places an order or enters into an agreement with Giftory;
agreement means any agreement between Giftory and the customer, including a confirmed order, pre-order, custom order, loan arrangement or other supply or service agreed in writing;
products means all products, samples, displays, presentation materials and related items offered or supplied by Giftory;
in writing means communication by letter, email or another electronic method whose content can be stored and consulted at a later time.

1.4 These Terms and Conditions apply to all business offers, quotations, orders, pre-orders, deliveries, services and agreements of Giftory. They also apply to subsequent, additional and repeat orders unless the parties expressly agree otherwise in writing.

1.5 A deviation from these Terms and Conditions is valid only if Giftory has expressly accepted it in writing. A deviation applies only to the agreement or provision to which it relates.

1.6 Any general terms, purchasing conditions or other standard terms of the customer are expressly rejected unless Giftory has expressly agreed in writing that they apply. Merely receiving or processing an order, purchase order, payment or document from the customer does not constitute acceptance of the customer’s terms.

1.7 If a written quotation, order confirmation, specification or other agreement conflicts with these Terms and Conditions, the specifically agreed provision prevails to the extent of the actual conflict. All other provisions of these Terms and Conditions remain fully applicable.

1.8 Giftory provides or makes the applicable version of these Terms and Conditions available before or when the agreement is concluded, in a form that enables the customer to store and consult them later. The customer is responsible for reading the supplied terms before accepting an offer or confirming an order.

2. Offers, orders, pre-orders and cancellation

2.1 All offers, quotations, price lists, product information and commercial proposals from Giftory are nonbinding unless expressly stated otherwise in writing. A quotation is valid only for the period stated in it and does not automatically apply to repeat or future orders.

2.2 An agreement is concluded only after Giftory has confirmed the order in writing, for example by email or order confirmation. A quotation, pro forma invoice, preliminary product selection or payment request constitutes an order confirmation only if this is expressly stated or otherwise clearly follows from the circumstances.

2.3 Before accepting an offer or confirming an order, the customer must carefully check all relevant information, including:

customer and invoicing details;
products, designs and SKUs;
quantities and prices;
delivery address and delivery method; and
any special requirements.

Corrections must be communicated to Giftory without undue delay and, where reasonably possible, before the order is confirmed.

2.4 A confirmed order may not be cancelled, reduced or changed without Giftory’s prior written consent. Giftory is not required to agree to such a request.

2.5 If Giftory agrees to a cancellation, reduction or change, it may attach reasonable conditions to that agreement. The customer must reimburse the reasonable costs and demonstrable losses arising from it, including, where applicable:

products, materials and packaging already purchased, ordered or reserved;
production, factory and supplier commitments;
design, development, preparation and administration costs;
transport reservations, cancellation charges and third-party costs;
storage, handling and repackaging costs; and
a reasonable loss of margin attributable to the cancelled part.

Reasonably saved costs and reasonable net proceeds from resale or alternative use will be deducted.

Giftory may require payment of the applicable costs before finally confirming the cancellation or change.

2.6 A pre-order is an order for products that are not yet in stock, are in production, are expected as part of an incoming shipment, or must be purchased, imported, produced or reserved specifically for the customer.

2.7 Once a pre-order has been confirmed and Giftory has reserved stock or part of an incoming shipment, placed an order with a supplier or factory, purchased products or materials, committed production capacity or otherwise incurred obligations for the order, the customer may not cancel or reduce the pre-order without Giftory’s prior written consent.

2.8 Expected availability, production and delivery dates for pre-orders are indicative unless a binding date has expressly been agreed in writing. Article 5 remains applicable. Preliminary selections, product preferences, forecasts, expressions of interest and estimated quantities are not binding on either party until included in a confirmed written order.

2.9 Cancellation by the customer’s own customer, changed retail demand, insufficient resale, lack of storage space, financing problems or other changed commercial circumstances do not release the customer from a confirmed order.

2.10 Giftory may refuse an enquiry or order before confirmation or make acceptance subject to conditions such as minimum quantities, payment, availability, creditworthiness, delivery arrangements and the provision of necessary information. If Giftory refuses an unconfirmed order for which an amount has already been received, Giftory will refund that amount without undue delay, less only separately agreed costs already incurred.

2.11 Nothing in this article excludes a right of termination or dissolution that cannot be excluded under mandatory law.

3. Product information, minimum purchases and prices

3.1 Giftory aims to present product information, images, descriptions, prices and availability carefully. Images, samples, presentation materials, dimensions and product descriptions are indicative unless a characteristic has expressly been confirmed in writing as binding.

3.2 Minor, customary or technically unavoidable differences in colour, finish, size, weight, material, packaging or workmanship do not constitute a defect if they do not materially affect the agreed function, safety, appearance or commercial usability of the product.

3.3 Availability, quantities, production status and expected delivery periods may change until Giftory has confirmed the order in writing. Before confirmation, Giftory may replace or modify a product or discontinue it from its range.

3.4 Business orders may be subject to minimum order values, minimum quantities per product, design or SKU, fixed pack quantities or other purchase units. The applicable minimums will be stated in the quotation, price list, order confirmation or other written arrangement.

3.5 All prices exclude VAT and other taxes, levies, import duties, transport or incidental costs unless stated otherwise in writing.

3.6 Giftory may change prices, price lists and commercial conditions for orders that have not yet been confirmed as a result of changes in purchase prices, transport costs, taxes, levies, exchange rates, raw materials, energy or other cost factors.

3.7 A price change does not affect an order already confirmed in writing unless:

the parties agree to it in writing;
the change results from a legally required tax or levy that takes effect after confirmation; or
the customer requests a change after confirmation that alters the costs.

3.8 Obvious writing, calculation, data-entry or publication errors do not bind Giftory. Giftory will inform the customer as soon as possible and, where appropriate, offer the choice between performance on the basis of the correct information or cancellation of the affected unperformed part without cancellation charges.

4. Payment, late payment and collection costs

4.1 The applicable payment terms, payment schedule and any required advance payment or deposit will be stated in the quotation, pro forma invoice, order confirmation, invoice or other written arrangement.

4.2 Unless otherwise agreed in writing, payment must be made in full before delivery. Giftory may require receipt of payment before reserving stock, purchasing products or materials, commencing production or arranging dispatch.

4.3 Giftory is not required to continue production, procurement, reservation or delivery for as long as an amount that is due has not been received in full.

4.4 Where Giftory grants a payment term in writing, the customer must pay no later than the stated due date. On expiry of that period, the customer is in default without further notice of default being required, insofar as permitted by law.

4.5 From the due date, the customer owes the statutory commercial interest applicable under Dutch law on the outstanding amount until the date of full payment.

4.6 The customer also owes the statutory fixed compensation for recovery costs applicable at that time and all reasonable extrajudicial collection costs, insofar as permitted by law. Reasonable judicial, enforcement and legal costs are also borne by the customer to the extent that they may lawfully be recovered.

4.7 A complaint or dispute concerning part of an invoice does not suspend the obligation to pay the undisputed part and any other amount that is due.

4.8 Unless Giftory agrees otherwise in writing, payments received may first be applied to recoverable costs, then to interest and finally to the oldest outstanding principal amount.

4.9 To the extent permitted by law, all outstanding amounts become immediately due and payable if the customer is declared bankrupt, applies for or is granted a suspension of payments, enters liquidation, ceases its business, becomes subject to a material attachment, or objective circumstances create serious doubt about timely payment.

4.10 Bank charges, payment-provider costs, currency-conversion costs and other costs connected with payment are borne by the customer unless agreed otherwise in writing.

4.11 Subject to Article 13.10, the customer may not set off, suspend or reduce a payment obligation on the basis of an alleged counterclaim, except to the extent that such a right cannot lawfully be excluded or Giftory agrees to set-off in writing.

5. Delivery, partial deliveries and transfer of risk

5.1 Giftory delivers within the Netherlands unless otherwise agreed in writing. Delivery outside the Netherlands requires separate written confirmation and may be subject to additional costs, documentation, delivery terms and an agreed Incoterms® rule.

5.2 The customer must provide complete and accurate delivery information, including the delivery address, contact person, telephone number, opening hours, access restrictions and any special unloading or delivery requirements. Changes must be communicated immediately.

5.3 The customer is responsible for ensuring that the delivery location is accessible and that an authorised person is available to receive the products. Costs and delays caused by incorrect information, restricted access, closure or absence of a recipient may be charged to the customer.

5.4 Delivery periods and expected delivery dates are indicative unless Giftory has expressly confirmed a binding delivery date in writing. An indicative period does not begin until the agreement has been concluded, the required payment has been received and Giftory has all necessary information, approvals and cooperation.

5.5 A delay caused by the customer extends the period by at least the duration of that delay and by any additional period reasonably required to resume procurement, production or delivery.

5.6 Exceeding an indicative period does not automatically place Giftory in default. If a binding delivery date has been agreed and is not met, the customer must give Giftory written notice of default and a reasonable additional period for performance, unless the date was expressly agreed as a final deadline or applicable law does not require a further period.

5.7 Giftory may deliver an order in commercially reasonable parts and invoice each partial delivery separately if payment has not already been made in full. A failure affecting one partial delivery does not entitle the customer to reject unaffected partial deliveries unless the affected part is essential to the whole.

5.8 Giftory may use postal services, parcel carriers, couriers, freight companies and other third parties to perform delivery.

5.9 Unless otherwise agreed in writing, the risk of loss, theft or damage transfers to the customer:

for transport arranged by Giftory, when the products have been delivered at the delivery location in accordance with the agreed delivery method;
for collection, when the products have been handed over to the customer or its representative;
for transport arranged by or on behalf of the customer, when the products have been handed over to the carrier appointed by the customer; or
when delivery has been properly offered but cannot be completed for a reason attributable to the customer.

5.10 A delivery scan, signed delivery document, tracking information, collection confirmation, photograph or comparable carrier record constitutes evidence of delivery, subject to evidence to the contrary.

5.11 If delivery cannot be completed for a reason attributable to the customer, Giftory may arrange a new delivery at the customer’s expense, charge reasonable failed-delivery and return-transport costs, and store the products at the customer’s risk and expense. Failure to accept or collect the products does not suspend payment obligations and does not constitute cancellation.

5.12 If the customer still fails to accept or collect the products after a reasonable written deadline, Giftory may suspend or terminate the affected part and claim the resulting reasonable costs and losses, subject to Article 13.

5.13 Unless otherwise agreed in writing, delivery does not include carrying products inside or upstairs, special unloading, unpacking, assembly, installation, placement of displays or disposal of packaging. Such services may be agreed and charged separately.

5.14 Unless stated otherwise in writing, free or carriage-paid delivery applies only to one standard delivery within the Netherlands for a net order value of at least EUR 300 excluding VAT. Shipping costs are charged below that amount.

5.15 Heavy, bulky, fragile, multi-part, express, timed, pallet, courier, display-related or otherwise non-standard deliveries are not automatically included in free or carriage-paid delivery and may involve additional transport, handling, unloading or delivery charges. Where reasonably possible, these costs will be confirmed in advance.

5.16 Transfer of risk under this article does not affect the retention of title in Article 6 or the inspection and complaint obligations in Article 7.

6. Retention of title

6.1 All products supplied by Giftory remain the property of Giftory until the customer has paid all claims that may validly be covered by retention of title under Dutch law, including claims for products delivered or still to be delivered, related work and loss resulting from non-performance.

6.2 Until ownership has transferred, the customer must take proper care of the products, administer them in an identifiable manner where reasonably practicable, retain relevant SKU, batch and delivery information, and insure the products appropriately in view of their value and quantity.

6.3 As long as the customer is not in default and Giftory has not suspended or terminated the agreement, the customer may resell the products in the ordinary course of its retail business. The customer may not pledge the products, transfer them as security or otherwise dispose of them outside the ordinary course of business.

6.4 Permission to resell ends, to the extent permitted by law, if the customer is in default, Giftory validly suspends or terminates the agreement, insolvency proceedings are commenced, the business is discontinued or a material attachment is imposed.

6.5 The customer must inform Giftory immediately in writing if products subject to retention of title are attached, claimed by a third party or otherwise affected by circumstances that may impair Giftory’s ownership rights. The customer must inform relevant third parties that the products remain the property of Giftory.

6.6 If Giftory is entitled to recover products, the customer must stop selling them, keep them separate and identifiable where possible, provide the necessary information and cooperate with their lawful recovery.

6.7 Giftory may enter premises and collect products only with the consent of the person lawfully controlling the premises, pursuant to an enforceable arrangement or court order, or insofar as otherwise permitted by applicable law.

6.8 Reasonable costs of identification, preservation, storage, transport and lawful recovery caused by the customer’s breach may be charged to the customer.

6.9 If Giftory recovers products, their reasonable net value or net proceeds, after deduction of reasonable recovery, inspection, storage, repair and resale costs, will be credited against the amount due. Giftory will not receive more than it is legally entitled to receive.

6.10 Transfer of risk under Article 5 is separate from the transfer of ownership. The customer may therefore bear the risk while ownership remains with Giftory.

6.11 The exercise of this retention of title is subject to mandatory insolvency law, the powers of an insolvency practitioner or administrator and valid third-party rights. This article does not limit Giftory’s other rights, including suspension, damages, recovery of amounts due and the statutory right of reclamation.

7. Inspection, complaints, defects and remedies

7.1 The customer must inspect the products as soon as reasonably possible after delivery and before resale, distribution, labelling, modification or other use, including their identity, SKU, quantity, visible transport damage, visible defects and material deviations from the confirmed specifications.

7.2 Complaints concerning visible damage, visible defects, shortages or incorrectly delivered products must be reported in writing as soon as possible and no later than three business days after delivery.

7.3 A non-visible defect must be reported in writing without undue delay and, where reasonably possible, no later than seven business days after the customer discovered, or reasonably should have discovered, the defect.

7.4 Where a delivery consists of several cartons, packages or product lines, the customer must inspect a commercially reasonable number of units and sufficient packages to identify visible shortages, mixed products or recurring defects.

7.5 A complaint must include, where available, the order or invoice number, relevant SKU and quantity, a clear description, the date of discovery, photographs or video, and relevant batch, carton or label information. Giftory may request reasonable additional information.

7.6 The customer must give Giftory a reasonable opportunity to investigate the products and the complaint. Pending instructions, the customer must keep the affected products, packaging, labels and evidence separate and in proper condition and must not modify, repair, relabel, destroy or return them without permission, except where an urgent safety measure is necessary.

7.7 Submission of a complaint does not constitute an admission by Giftory that a defect or liability exists.

7.8 If Giftory considers a complaint justified, it may, having regard to the nature and seriousness of the problem, choose:

supplementary delivery of the missing quantity;
replacement;
repair, where appropriate;
a proportional credit note;
reimbursement of the price of the affected products; or
another reasonable solution agreed in writing.

7.9 Giftory is not required to replace products where replacement is impossible or disproportionate. A complaint concerning part of an order does not entitle the customer to reject, return or cancel unaffected products or partial deliveries or to leave undisputed amounts unpaid, unless the defect materially defeats the commercial purpose of the whole.

7.10 A complaint is not justified to the extent that the problem results from improper transport, handling, storage, presentation or use after transfer of risk, unsuitable environmental conditions, external damage, modification or repair by the customer or a third party, failure to follow instructions, normal wear and tear, or an acceptable variation as referred to in Article 3.

7.11 For custom products, a characteristic that corresponds to a design, sample, proof, prototype, specification or instruction approved by the customer does not constitute a defect unless the delivery materially deviates from it.

7.12 If the customer continues to sell, distribute, modify or use products after discovering a possible defect, avoidable additional loss and costs remain for the customer’s account.

7.13 Giftory may reject a complaint reported late to the extent that the delay has materially prejudiced its ability to assess the cause, condition of the products, claim against a carrier or supplier, or further loss.

7.14 Where transport was arranged by the customer, transport damage must be claimed from its own carrier after the risk has transferred. Where transport was arranged by Giftory, the customer remains obliged to report visible damage on time and preserve the packaging and delivery evidence.

7.15 No separate commercial warranty applies unless Giftory has expressly provided one in writing. Returns are permitted only in accordance with Article 8, and any further liability is subject to Article 14.

8. Returns and return procedure

8.1 Giftory supplies business customers only. Products cannot be returned because the customer has changed its mind, ordered too many, lacks storage space, no longer needs the products or has been unable to resell them.

8.2 Products may be returned only after Giftory has provided prior written return authorisation. The customer may not send products to Giftory’s business address, a virtual office or any other address without a return address designated by Giftory in writing.

8.3 A request for return authorisation must include the information and evidence referred to in Article 7, the number of units to be returned and the reason for the return.

8.4 Return authorisation applies only to the products and quantities identified in it, may contain instructions and is valid for the stated period or, if no period is stated, ten business days. Authorisation does not constitute acceptance of a complaint, liability or an entitlement to reimbursement.

8.5 The customer must follow the return instructions and package the products properly. The original product and transport packaging, labels, accessories and documents must be preserved and included where reasonably possible.

8.6 Products returned without authorisation, outside the authorised period or contrary to instructions may be refused, sent back at the customer’s expense or held at the customer’s risk and expense, together with reasonable handling, storage and administration costs.

8.7 Unless Giftory arranges the return transport or agrees otherwise in writing, the customer must arrange the return shipment and the risk remains with the customer until the products have been physically received at the designated return location.

8.8 If the complaint is justified, Giftory will bear or reimburse the reasonable cost of the standard return method authorised by it. An express or more expensive method will be reimbursed only if Giftory approved it in writing in advance.

8.9 If the complaint is rejected or the return is a voluntary commercial return, the customer bears the return, inspection, handling, repackaging, storage and any redelivery costs.

8.10 Return authorisation is provisional until Giftory has received and inspected the products. Giftory will then state whether the complaint has been accepted, rejected in whole or in part, requires further investigation, or whether a voluntary return is accepted subject to conditions.

8.11 If returned products show a reduction in value not caused by the accepted defect, Giftory may reject the return, reduce the credit by the reasonable loss in value and costs, or send the products back at the customer’s expense.

8.12 Products not eligible for voluntary return include custom-made, personalised or customer-specific products, special orders, products purchased or imported specifically for the customer, confirmed pre-orders, products bearing customer-specific labels or packaging, used or modified products, and clearance or discontinued products stated in advance to be non-returnable.

8.13 Giftory may, entirely at its discretion, agree in writing to a voluntary return of unused standard products. It may impose conditions concerning complete resaleability, the return period, transport costs, a previously disclosed inspection or restocking fee, and issuance of a credit instead of a cash refund.

8.14 If Giftory rejects a return and asks the customer to collect the products or provide instructions, the customer must do so within the reasonable period stated. Following a further written notice and final reasonable period, Giftory may take reasonable measures and charge storage costs, without prejudice to the customer’s payment obligations.

8.15 Returns, credit notes and refunds do not affect Giftory’s rights concerning unpaid invoices, suspension, set-off, retention of title or other amounts due.

9. Custom products and special orders

9.1 This article applies to custom-made, personalised, customer-specific and specially ordered products, including products specially produced, purchased, imported, labelled, packaged, printed, engraved, coloured, adapted or reserved.

9.2 Additional or different conditions may be included in the quotation, specification, design proposal or order confirmation and prevail in the event of a conflict.

9.3 The customer must provide complete, accurate and timely product specifications, quantities, dimensions, colours, materials, designs, texts, translations, barcodes, packaging and labelling requirements, intended use, target market and other relevant technical, safety or commercial information.

9.4 The customer is responsible for checking the accuracy, completeness, spelling, grammar, figures, dimensions, colours, positioning, translations and commercial suitability of information supplied or approved by it. Giftory is not required to verify that information legally, technically or linguistically unless it has expressly agreed to do so in writing.

9.5 Giftory may submit a digital proof, visualisation, drawing, specification, sample, prototype or pre-production sample for approval and may charge previously disclosed or agreed costs for design, development, tooling, moulds, samples, prototypes, couriers and administration.

9.6 Digital proofs and images are indicative. A physical sample or prototype is decisive only for the characteristics it reasonably demonstrates.

9.7 Approval may be given by signature, email, electronic message, confirmation through an ordering system, payment after receipt of the final specifications, or another written act that clearly demonstrates acceptance.

9.8 After approval, the customer is bound by the approved basis. Giftory is not required to commence design work, procurement, production of tooling or moulds, sampling or production until the agreement has been concluded, the required payment has been received, all information is available and the necessary approval has been given.

9.9 A change after approval requires prior written consent. Giftory may refuse a change after an irreversible production, purchasing, printing, tooling, moulding or packaging process has begun. If accepted, the customer must pay the reasonable change costs and the applicable periods will be extended by the time required to implement the change.

9.10 If the customer fails to provide information, files, payment, feedback, approval or other cooperation on time, Giftory may suspend the work, extend applicable periods and charge reasonable administration, restart, storage, supplier and third-party costs. If the delay continues after a reasonable written deadline, Giftory may terminate the affected order in accordance with Article 13.

9.11 Custom production may result in minor and customary differences between products, batches and samples, including differences in colour shade, dimensions, thickness, weight, texture, gloss, positioning, printing, engraving, moulding, hand-finishing, material and packaging. Such differences do not constitute a defect if they remain within agreed tolerances and do not materially affect function, safety, appearance or commercial usability.

9.12 A special technical or manufacturing tolerance and any permitted overrun or underrun in quantities apply only if recorded in the quotation, specification or order confirmation.

9.13 A sample, prototype or earlier batch does not guarantee that future production will be completely identical. Giftory will endeavour to maintain commercially reasonable consistency. A material change to an expressly agreed essential characteristic requires the customer’s written approval.

9.14 Giftory may engage manufacturers, designers, printers, packaging companies, logistics providers and other subcontractors and remains responsible for its own contractual obligations, subject to these Terms and Conditions.

9.15 Custom products and special orders cannot be cancelled or voluntarily returned after approval, procurement, reservation of materials or commencement of production. Articles 2, 7, 8 and 11 remain applicable.

10. Samples, displays and presentation materials

10.1 This article applies to samples, prototypes, presentation boards, counter displays, display stands, cases, catalogues, price lists, product cards and other materials supplied by Giftory for evaluation, promotion or retail presentation.

10.2 The quotation, invoice, loan arrangement, email or other written communication determines whether an item is sold, supplied temporarily or on loan, provided against a deposit, or must be returned.

10.3 Unless Giftory expressly confirms in writing that an item has been sold or transferred, it remains the property of Giftory. Use, delivery or payment of a deposit does not transfer ownership.

10.4 An item supplied on loan may be used only for evaluating, presenting or selling Giftory products at the agreed location and in accordance with reasonable instructions.

10.5 Without written consent, the customer may not sell, pledge, lend, hire out, permanently relocate or use a loaned item for third-party products, remove branding or identification, modify, dismantle, drill into, copy or technically analyse it, or allow it to be used for production.

10.6 The customer must use loaned items carefully, safely and for their intended purpose and protect them against theft, loss, breakage, moisture, heat, sunlight, contamination and misuse. Displays must be positioned safely and must not create an unreasonable risk to persons or property.

10.7 Visible shortages or damage to a loaned item must be reported in writing within three business days after receipt, together with reasonable photographs. Loss, theft, material damage, attachment or an unsafe condition must be reported immediately.

10.8 The customer is responsible for loss or damage resulting from insufficient care, unauthorised use, modification, failure to follow instructions or acts of persons to whom the customer has granted access. Normal wear and tear, an inherent defect or damage attributable to Giftory is not for the customer’s account.

10.9 Where the customer is responsible, Giftory may charge reasonable inspection, repair, replacement, transport, administration and installation costs. If repair is not possible, Giftory may charge the reasonable replacement value, taking account of age and normal depreciation.

10.10 Giftory may require a deposit and apply it against amounts validly due, return costs and repair or replacement costs caused by the customer. Any remaining balance will be refunded after return and inspection.

10.11 Giftory may require return when the agreed period or purpose ends, the customer no longer presents Giftory products, materially breaches the agreement, or continued use creates a safety, legal, reputational or commercial risk. Except in urgent circumstances or following a material breach, Giftory will give reasonable prior notice.

10.12 Unless otherwise agreed, the customer must make the item available or return it in accordance with Giftory’s instructions within ten business days after a written return request. The risk during return remains with the customer until the item has been received at the designated location, unless Giftory arranges the transport directly.

10.13 Return costs are borne by the customer if the period of use has ended, the item is no longer used for the agreed purpose or the return is otherwise attributable to the customer. If Giftory requests early return solely for its own reasons without a breach by the customer, Giftory bears reasonable standard return costs approved in advance.

10.14 Non-public samples, designs, prototype information and supplier information identified as confidential or reasonably understood to be confidential may not be disclosed to third parties or copied or used for production without consent.

10.15 Receipt of a sample, display or presentation item does not oblige Giftory to enter into or continue a supply relationship, reserve stock or grant exclusivity.

11. Intellectual property, branding and customer materials

11.1 All intellectual-property rights that existed before the agreement or are developed independently of it remain with their respective owners.

11.2 Intellectual-property rights in Giftory’s name, trademarks, logos, standard products, product designs, collections, photographs, videos, texts, catalogues, price lists, packaging, labels, product cards, websites, databases, samples, displays and other creative or technical materials remain with Giftory or its licensors.

11.3 The purchase, delivery, payment for or use of products and materials does not transfer any intellectual-property rights unless this has been expressly agreed in writing.

11.4 During the commercial relationship, Giftory grants the customer limited, non-exclusive, non-transferable and non-sublicensable permission to use marketing materials supplied or approved by Giftory for offering and presenting genuine Giftory products.

11.5 The customer must use only current and approved versions, present them accurately and professionally, and must not, without written consent, imply exclusivity, representation, franchise status, ownership or authority to bind Giftory.

11.6 Technical resizing or formatting is permitted if the appearance, proportions, branding and product representation are not materially altered. Further editing, misleading text, removal of branding, colour changes or use of artificially generated or manipulated product images requires prior written consent.

11.7 Without written consent, the customer may not copy or exploit Giftory materials beyond the permission granted, commission products based on Giftory designs, technically analyse or reproduce products for production, register confusingly similar signs, include Giftory’s name in a domain or trade name, remove rights notices, or provide non-public materials to a manufacturer or purchaser.

11.8 Giftory may require unauthorised, outdated, inaccurate or misleading use to be stopped, corrected or removed. After the relationship ends, the customer may no longer present itself as a current or authorised retail partner. Necessary and accurate product information may be used for remaining genuine stock without suggesting a continuing cooperation.

11.9 Logos, texts, designs, photographs, translations, barcodes, packaging information and specifications supplied by the customer remain the property of the customer or the relevant third party. The customer grants Giftory and its subcontractors a non-exclusive licence to reproduce, adapt, transmit and use those materials for quotations, proofs, production, packaging, delivery, quality control, administration, legal compliance and dispute handling.

11.10 The customer warrants that it has all necessary rights and permissions and that the materials do not infringe third-party rights, are not unlawful or misleading, and may lawfully be used on the products and packaging.

11.11 Giftory is not required to conduct an independent legal investigation into the availability, validity or lawfulness of customer materials. It may refuse or suspend work where there is reasonable doubt concerning rights, lawfulness or a material legal or reputational risk.

11.12 The customer must inform Giftory immediately of third-party claims concerning customer materials. To the extent that a claim results from a breach of Article 11.10, the customer must reimburse Giftory for reasonable and demonstrable losses, third-party liabilities and legal costs, insofar as permitted by law. Giftory will inform the customer in a timely manner, provide reasonable cooperation and limit avoidable loss.

11.13 If it is alleged that a standard Giftory product or material infringes a third party’s rights, the customer must inform Giftory immediately, provide relevant information and not settle on Giftory’s behalf. Giftory may obtain the right of use, modify or replace the product, accept return of unused stock against a proportional credit, or terminate the affected part and refund the price paid for it. Any further liability is subject to Article 14.

11.14 Unless otherwise agreed in writing, rights in custom concepts, drawings, visualisations, mould and packaging designs and development work remain with Giftory or the creator. A transfer or exclusive licence must be expressly recorded in writing and, unless otherwise agreed, takes effect only after full payment.

11.15 Moulds, tools, dies, printing plates, production files and other production resources remain, unless otherwise agreed in writing, the property of Giftory, the manufacturer or the relevant third party. A contribution towards costs does not automatically transfer ownership.

11.16 Giftory may reuse general knowledge, experience, techniques, production methods and non-customer-specific components, provided that it does not use confidential customer information or protected customer material without permission.

11.17 Rights and obligations intended by their nature to continue, including ownership, copying restrictions, warranties concerning customer materials, responsibility for infringements and confidentiality, remain applicable after completion or termination.

11.18 Each party must keep confidential non-public commercial, technical and operational information received from the other party that is identified as confidential or should reasonably be understood to be confidential, including custom designs, production files, pricing and supplier information. Such information may be used or disclosed only as reasonably necessary to perform the agreement, comply with law or obtain professional advice, and only to persons with a need to know who are subject to an appropriate confidentiality duty. This obligation does not apply to information that becomes public without breach, was already lawfully known, is independently developed without use of the information, or must be disclosed by law or a competent authority.

12. Product safety, compliance, traceability and recalls

12.1 Giftory and the customer must comply with the mandatory product-safety, product-compliance, market-surveillance, labelling and traceability rules applicable to their respective roles, activities, products and markets. Nothing in these Terms and Conditions transfers, restricts or excludes a statutory responsibility.

12.2 While the products are under the customer’s control, the customer must store, handle, transport, display and resell them safely and in accordance with their intended use. The customer may not remove, conceal, damage or alter any legally required or safety-relevant label, warning, instruction, manufacturer or importer detail, country-of-origin indication or traceability information.

12.3 The customer must inform Giftory without undue delay of any accident, injury, suspected unsafe product, recurring defect, missing or incorrect safety information, authority inquiry or measure, or other circumstance concerning a product that may require corrective action. If there are reasonable grounds to suspect a safety risk or serious compliance problem, the customer must, where necessary, immediately stop further supply, separate the affected stock, preserve relevant evidence and contact Giftory. Any urgent measure required by law or directed by a competent authority must always be followed.

12.4 The customer must keep records and traceability information reasonably necessary to identify the products received, relevant orders and quantities, remaining stock and, where applicable, the business recipients to whom products were supplied. Such information must be retained for the periods required by applicable law and provided without undue delay to Giftory or a competent authority where reasonably or legally required. The customer is not required to collect unnecessary personal data from individual consumers.

12.5 If the customer materially modifies a product, changes its intended use, markets it under its own name or trademark, or resells or exports it outside the market confirmed by Giftory, the customer must inform Giftory in advance and comply with any additional statutory responsibilities arising from that action. Giftory warrants that a product complies with the requirements of another market only if Giftory has confirmed this in writing.

12.6 Giftory may issue reasonable instructions concerning an investigation, corrective measure, sales stop, withdrawal or recall. The customer must promptly provide reasonable cooperation and follow those instructions insofar as they are reasonably connected with product safety, compliance with applicable law or a requirement of a competent authority. The reasonable costs of such measures are allocated between the parties according to the cause, statutory responsibility and the agreement. Until responsibility and the final allocation of costs have been established, the parties must cooperate with necessary safety measures without delay and without waiving their rights.

13. Suspension, security, termination and force majeure

13.1 Giftory may suspend all or part of its affected obligations if the customer fails to pay on time, fails to provide required information or cooperation, fails to accept a delivery, fails to return Giftory property, materially breaches a contractual or safety obligation, or objective circumstances create serious doubt about proper performance.

13.2 Suspension must be reasonably connected and proportionate to the breach or risk. Where reasonably possible, Giftory will limit the suspension to the affected product, order, delivery or obligation.

13.3 If remedy is possible and there is no urgent situation, Giftory will normally first give written notice and a reasonable period to remedy the failure. Immediate suspension is permitted where necessary to prevent a safety, legal, financial or intellectual-property risk, preserve evidence, comply with an authority instruction or respond to a clear refusal to perform.

13.4 Where there are objectively supportable doubts about the customer’s ability or willingness to perform, Giftory may require adequate security, full or additional advance payment, a bank guarantee, a lower credit limit or another reasonable payment arrangement. The security must be proportionate to the risk.

13.5 During a justified suspension, Giftory is not required to reserve stock, continue production or procurement, arrange transport or deliver. Applicable periods are extended by the duration of the suspension and a reasonable restart period. Reasonable costs caused by a circumstance attributable to the customer may be charged to the customer.

13.6 Giftory may dissolve all or part of an agreement if the customer commits a material breach, fails to remedy it fully after clear written notice and a reasonable remedy period, and the breach justifies dissolution.

13.7 A further opportunity to remedy is not required, to the extent permitted by law, where performance is permanently impossible, the customer clearly refuses to perform, misses a final deadline where timely performance was essential, repeatedly commits a material breach after warnings, continued performance would be unlawful or unsafe, serious misuse of intellectual property or confidential materials occurs, or immediate action is necessary to prevent substantial irreparable harm.

13.8 A breach of minor importance does not justify dissolution beyond what is proportionate. Where appropriate, Giftory will limit dissolution to a separate product, quantity, delivery or order.

13.9 Subject to mandatory insolvency and restructuring law, Giftory may suspend, request security and, where legally permitted, terminate or dissolve in the event of bankruptcy, suspension of payments, liquidation, cessation of business, material attachment or other objective circumstances indicating serious payment or performance problems.

13.10 The customer may suspend a proportionate part of its corresponding obligation and dissolve all or part of the agreement if Giftory materially fails to perform, the statutory requirements have been satisfied and Giftory fails to remedy the breach after a reasonable written opportunity, unless remedy is permanently impossible or no further period is required.

13.11 Termination of a continuing commercial relationship does not automatically cancel confirmed orders, products already produced or reserved, non-cancellable supplier commitments or payment obligations that arose earlier.

13.12 Following termination or dissolution due to a breach attributable to the customer, the customer remains obliged, subject to applicable law, to pay for products already delivered, work properly performed, items irreversibly purchased or produced, non-cancellable commitments and reasonable demonstrable loss, less saved costs and reasonable net proceeds from alternative use or resale.

13.13 Payments already received may be applied to amounts validly due. Any balance that Giftory is not entitled to retain will be refunded within a reasonable period after the relevant amounts have been established.

13.14 Force majeure means a circumstance beyond the reasonable control of the affected party, not attributable to that party and not reasonably preventable, which actually prevents or materially obstructs performance and cannot be overcome by commercially reasonable measures.

13.15 Subject to Article 13.14, force majeure may include war, sanctions, government measures, natural disasters, epidemics, serious utility or system failures, cyberattacks, strikes, port closures, serious transport or customs disruption, unforeseeable shortages, serious damage to production or logistics locations, and failure of an essential third party that is itself affected by force majeure and cannot reasonably be replaced.

13.16 Lack of funds, ordinary cost increases, loss of profitability, insufficient demand or resale, lack of storage space, normal staff absence, insufficient planning or a reasonably replaceable third party do not by themselves constitute force majeure.

13.17 The party invoking force majeure must inform the other party without undue delay of the nature, affected obligations, expected duration and measures taken, and must limit the consequences insofar as commercially reasonable.

13.18 During force majeure, only the affected obligations are suspended. Applicable periods are extended by the duration of the circumstance and a reasonable restart period. Giftory may separately deliver and invoice the unaffected or completed part and allocate available quantities in a commercially reasonable and non-arbitrary manner.

13.19 Force majeure does not suspend the obligation to pay for products already delivered, work properly performed or other amounts unrelated to the affected performance. Inability to pay money does not constitute force majeure for the customer.

13.20 If force majeure is expected to continue for more than thirty days, the parties must, where reasonable, consult about a revised schedule, partial delivery, an alternative or temporary suspension. If the circumstance continues for more than sixty consecutive days, or it is clear that performance will remain impossible for at least that long, either party may terminate the affected unperformed part in writing.

13.21 Termination due to force majeure does not of itself create an entitlement to damages. Giftory will refund only advance payments relating exclusively to performance that will no longer be provided and that it is not otherwise entitled to retain; the customer must pay for what has already been properly delivered or performed. Double recovery is excluded.

13.22 Force majeure does not release either party from mandatory product-safety obligations, urgent stop-sale, withdrawal or recall measures, protection of confidential information and intellectual property, preservation of evidence, or measures to prevent personal injury or serious property damage.

13.23 A notice under this article must be made in writing and sufficiently identify the agreement, circumstances and measure. Email to the contact address normally used is sufficient, subject to evidence of dispatch and receipt.

14. Liability and loss

14.1 This article applies to all liability of Giftory arising from or connected with an offer, agreement, delivery, product, service, act or omission, regardless of the legal basis, to the extent permitted by law.

14.2 Giftory is liable for an attributable failure only if the customer has complied with its notification, inspection and cooperation obligations and, where legally required, Giftory has received written notice of default and a reasonable opportunity to remedy the failure.

14.3 Where Giftory is liable, its liability is limited to reasonable and demonstrable direct loss that has a sufficiently direct causal connection with the event and was reasonably foreseeable when the agreement was concluded.

14.4 Direct loss may include reasonable external costs to determine the cause and liability where liability is established, reasonable costs to prevent or limit imminent direct loss, reasonable costs to bring performance into conformity, and physical damage to other tangible property directly caused by a product or act attributable to Giftory.

14.5 To the extent permitted by law, Giftory is not liable for indirect or consequential loss, including loss of turnover, profit, savings, opportunities, customers, contracts or goodwill, business interruption, reputational damage, financing costs, internal staff or administration time, data loss, and amounts promised by the customer to third parties without Giftory’s written acceptance.

14.6 Giftory is not liable to the extent that loss is caused or increased by incorrect or late customer information, a customer-approved design, improper transport, storage or use after transfer of risk, modification or repackaging by the customer or a third party, use outside the agreed purpose or market, failure to follow safety or handling instructions, transport arranged by the customer, third-party products, normal wear and tear or acceptable variations.

14.7 Article 14.6 does not release Giftory from responsibility for a material deviation attributable to it that was not reasonably apparent from the approved information.

14.8 The customer must take reasonable measures to prevent and limit loss, preserve relevant products, packaging, labels, documents and evidence, and give Giftory a reasonable opportunity to investigate.

14.9 If and to the extent that liability is covered by insurance and the insurer makes a payment, liability is limited to the amount actually paid, increased by any policy excess borne by Giftory.

14.10 If no insurance payment is made, total liability is limited to the net invoice value excluding VAT of the products, services or affected part of the order from which the liability directly arose.

14.11 Giftory’s total aggregate liability towards the same customer during any consecutive twelve-month period will in no event exceed the total net amount excluding VAT paid by that customer to Giftory during that period, unless a higher amount follows from Article 14.9 or mandatory law. Connected events or defects arising from the same cause or batch are treated as one event.

14.12 The exclusions and limitations do not apply in the event of intentional misconduct or deliberate recklessness by Giftory’s management, death or personal injury to the extent that limitation is not permitted, mandatory product liability, or where another mandatory rule prohibits limitation.

14.13 The remedies in Articles 7 and 8 are intended to remedy the affected performance. The same loss will not be compensated more than once. Amounts received or reasonably recoverable by the customer from an insurer, carrier, supplier or third party in respect of the same loss will be taken into account when determining the remaining loss.

14.14 If a third party makes a claim against the customer that may give rise to liability on the part of Giftory, the customer must inform Giftory without undue delay, provide relevant information, refrain from admitting liability on Giftory’s behalf and give Giftory a reasonable opportunity to participate in the defence or settlement.

14.15 To the extent permitted by law, the customer must reimburse Giftory for reasonable and demonstrable losses, third-party liabilities and legal costs resulting from a material breach by the customer, unlawful customer materials, unauthorised modification or relabelling, unauthorised statements or guarantees, or continued sales contrary to a reasonable safety, stop-sale, withdrawal or recall instruction.

14.16 A claim for damages must be reported in writing without undue delay and with sufficient information. Subject to mandatory law, a claim expires if legal proceedings have not been commenced within twelve months after Giftory expressly rejected it in writing.

14.17 Employees, representatives, manufacturers, suppliers, carriers, subcontractors and other third parties engaged by Giftory may invoke the exclusions and limitations in this article as an irrevocable third-party clause, insofar as permitted by law and the liability arises from their involvement in performance.

14.18 Nothing in this article limits mandatory obligations concerning product safety, corrective measures, traceability, withdrawals or recalls, the powers of supervisory authorities, or rights of injured third parties that cannot be contractually restricted.

15. Website, privacy and electronic communications

15.1 Giftory’s website, digital catalogues, social media and other public communications are primarily informative and do not constitute a binding offer, order confirmation, stock reservation, guarantee of availability, exclusivity arrangement or commitment to a delivery date.

15.2 A contact form, retail-partner application, custom-order enquiry, product selection or email request does not by itself create an agreement. Article 2 governs the conclusion of agreements.

15.3 Website information, images, videos, specifications, dimensions, weights, colours, prices, stock and periods may change and are indicative until confirmed in writing. Display may differ because of screen settings, photography, lighting, digital compression and production differences.

15.4 Giftory may correct obvious errors. If an error materially affects a confirmed order, Giftory will inform the customer and, where appropriate, offer performance based on the correct information or cancellation of the affected unperformed part without cancellation charges.

15.5 In the event of a conflict between website information and a specific written quotation, order confirmation, invoice or agreement, the specific written document prevails.

15.6 Giftory does not guarantee that the website will always be uninterrupted, error-free, secure or available and may temporarily restrict access for maintenance, updates, security, technical failures, legal requirements or circumstances beyond its reasonable control.

15.7 The parties may communicate electronically. The customer is responsible for accurate contact details and reasonable security of its systems and accounts. A party receiving a suspicious, unusual or potentially fraudulent message must request verification through a previously known contact channel before acting or making payment.

15.8 Giftory will not ordinarily communicate a change of bank account solely through an unexpected email containing payment instructions without providing an appropriate means of verification. The customer remains responsible for reasonable checks where communications are unusual.

15.9 Each party remains responsible for complying with applicable data-protection law in respect of personal data that it processes.

Where personal data are shared with carriers, payment providers, IT providers, accountants, suppliers, insurers, advisers, collection providers, authorities or other third parties, the parties will limit the data shared to what is reasonably necessary and will ensure that such sharing has an appropriate and lawful legal basis.

15.10 Where personal data are exchanged in connection with product safety, withdrawal, recall, corrective measures or regulatory notifications, each party will limit the information exchanged to the personal data reasonably necessary for the relevant purpose. Business contact details and other traceability information may be exchanged where necessary to identify affected products, economic operators or recipients. Neither party is required to collect or exchange unnecessary personal data about individual consumers.

15.11 Each party will implement the appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, having regard to the nature of the processing and the risks involved.

15.12 If a party becomes aware of a personal-data breach affecting personal data shared in connection with the agreement, that party will inform the other party without undue delay where legally permitted and reasonably necessary, and will provide reasonable cooperation in investigating, mitigating and addressing the incident.

15.13 Further information about Giftory’s processing of personal data, including data categories, purposes and legal bases, recipients, international transfers, retention and privacy rights, is provided in Giftory’s Privacy Policy, as published on giftory.nl. A change to the Privacy Policy does not automatically change the commercial rights and obligations arising from an already confirmed order.

16. Governing law, disputes, language and general provisions

16.1 All offers, agreements and legal relationships between Giftory and the customer are governed by Dutch law, excluding conflict-of-law rules that would lead to the application of another law.

16.2 The United Nations Convention on Contracts for the International Sale of Goods of 1980 (CISG) is expressly excluded.

16.3 The parties will first attempt to resolve a dispute through good-faith consultation. Unless urgency or a limitation period requires a shorter response, the other party must be given a reasonable opportunity to respond in writing before substantive proceedings are commenced.

16.4 To the extent that a choice-of-forum clause is legally permitted, disputes will be submitted exclusively to the competent court of the Amsterdam District Court. This choice does not prevent urgent or protective measures before another court competent under mandatory law.

16.5 The English text is the authentic and controlling version for interpretation. A Dutch or other translation is provided for assistance only. If mandatory law requires another language version to be controlling for a specific customer, that applies only to the extent required by that law.

16.6 Giftory may engage third parties and subcontractors for performance. This does not release Giftory from obligations for which it remains legally responsible.

16.7 The customer may not assign, transfer by contract or encumber its rights or obligations under the agreement without Giftory’s prior written consent, except to the extent that such a restriction is not legally permitted. Giftory may assign monetary claims and arrange for the agreement to be transferred in connection with a business transfer, subject to statutory requirements.

16.8 Nothing in the agreement creates a partnership, company, franchise, agency, employment relationship, exclusivity or authority to represent or bind the other party unless expressly agreed in writing.

16.9 A temporary failure or delay in invoking a right does not constitute a waiver of that right. An exception or commercial concession in one case does not create an established course of dealing or obligation for later cases.

16.10 If a provision is wholly or partly invalid, voidable or unenforceable, the remaining provisions remain in force. The parties will, where necessary, replace the affected provision with a valid provision that most closely reflects its purpose and commercial intention.

16.11 Titles and headings are for readability only and do not limit the content. The singular includes the plural where appropriate and vice versa.

16.12 Notices may be sent to the most recent contact or email address provided in writing. A party changing its details must notify the other party without undue delay. An electronic message is not automatically deemed received where an error message, non-delivery notice or other clear indication of non-receipt exists.

16.13 Giftory may amend these Terms and Conditions for future agreements. A new version does not apply retroactively to an order already confirmed unless the change follows from mandatory law or the parties accept it in writing.

16.14 For a continuing agreement, Giftory may announce a reasonable change in writing, stating the effective date and main features. A material change that substantially disadvantages the customer entitles the customer to terminate the continuing agreement prospectively before the effective date, unless the change is legally required or separately accepted.

16.15 The applicable version is the version provided or made accessible before or when the agreement was concluded. Giftory may retain historic versions and evidence of provision, acceptance, order confirmation and communications.

16.16 Provisions intended by their nature to continue, including payment, retention of title, intellectual property, confidentiality, product safety, liability, governing law and disputes, remain applicable after completion, suspension, termination or dissolution.

16.17 These Terms and Conditions, together with the specific quotation, order confirmation, specification and other expressly agreed documents, constitute the agreement for the relevant subject matter. Oral or informal arrangements amend the agreement only if confirmed in writing by an authorised person.