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Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE OF ZANDBEEK COMMUNICATION GROUP

These are the General Terms and Conditions of Sale (“the general conditions”) as used by Zandbeek Communication Group B.V., with registered office and principal place of business in Eindhoven, aswell as by its associated legal entities.These general conditions were filed with the registry office of the District Court in ’s-Hertogenbosch, The Netherlands on 15 August 2012 under number 47/2012.

Article 1. Definitions
The following definitions apply to these general conditions:
  1. Estimate: A written estimate drawn up by the Supplier prepared before or after a Contract is entered into, containing an estimateof the costs of the Work to be performed or Products to be supplied, that is entirely subject to contract.
  2. Offer: A written offer from the Supplier as more particularly described in Article 3 section 3.
  3. The Customer: each person or legal entity that gives instructions for Work to be performed and/or Products to be supplied.
  4. The Supplier: the party using these general conditions, its successor (s) in title and/or such other person or legal entity it hasdesignated as such.
  5. Contract(s): all Contracts between the Supplier and the Customer.
  6. Products: all things carried out, produced and/or delivered by the Supplier on the instructions of the Customer, including goods,software, photographs, films, texts, ideas, sketches, drawings, models, logos, names, brands, designs, concepts, colours,printed work, plans, artworks, etc.
  7. Work: all things designed, manufactured, supplied or undertaken by or on behalf of the Supplier for the Customer.
Article 2. Scope
These general conditions govern:
a. All Contracts between the Supplier and its Customers;
b. All Estimates and Offers provided by the Supplier to (potential) Customers;
c. All additional work, including all work supplied or carried out during the performance of a Contract with the Customer, over andabove that which was originally agreed.
2. The scope of any general terms and conditions of purchase of any Customer is excluded, unless specifically agreed otherwisein writing.
3. If any term of these general conditions and/or of any Contract between the Supplier and a Customer is void or voidable, theother terms of these general conditions and/or of any Contract shall remain fully enforceable. In such a case, the parties mustnegotiate to replace the void or voidable term with a term that is as close as possible in scope and intent to the void or voidableterm.
4. Any amendments to these general conditions or to a Contract governed by these general conditions are only valid if they havebeen agreed in writing.

Article 3. Creation of a Contract
  1. All Estimates and Offers from the Supplier are based partly on the requirements expressed, and the information, materials anddocuments supplied, by or on behalf of the Customer, on the basis that these are correct and complete.
  2. If the Customer has also instructed one or more other third parties to perform the instructions also given to the Supplier or ifany instructions have been refused by one or more third parties, then the Customer must immediately notify the Supplier of thisfact in writing.
  3. Estimates are entirely subject to contract. A Customer may derive no contractual rights thereunder.
  4. Offers remain open for the period specified in the Offer. If the Offer does not specify the period for which it remains open, thenthis period shall be two weeks. If an Offer is not accepted within the specified period, the terms of the Offer shall automaticallylapse and the Customer can make no further claim thereunder.
  5. Unless expressly stated otherwise, the prices specified in Offers and Estimates are in euro, net of VAT, import costs and othertaxes and duties, and also exclusive of shipping costs, travel and accommodation costs outside the Netherlands and a fiveper cent (5%) administration charge. ‘Administration charge’ includes communication and secretarial costs and travel andaccommodation costs within the Netherlands.
  6. A Contract is created when the Supplier has confirmed this in writing to the Customer or when the Supplier has commencedthe Work for the Customer.
  7. A confirmation of order sent by the Supplier to the Customer, in the form of a report of discussions or otherwise, is deemed toprovide a complete and accurate representation of the Contract unless the Customer has objected to this in writing within fourworking days of the date of sending the confirmation of order to the Customer.
  8. If the Contract is not preceded by any Estimate, Offer or confirmation of order, then the invoice is deemed to provide a completeand accurate representation of the Contract.
Article 4. Content and performance of a Contract
  1. All Work to be carried out by, and Products to be supplied by, the Supplier is based partly on the requirements expressed, andthe information, materials and documents supplied, by or on behalf of the Customer, on the basis that these are correct andcomplete.
  2. Additional costs resulting from changes to the originally agreed Work or Products as required by the Customer after a Contracthas been created shall be charged to the Customer on the basis of the prices current at the time of performing the relevantWork or supplying the relevant Products.
  3. The Supplier is entitled to assign all or any part of the performance of the Contract to any third party/ies.
  4. If the costs incurred by the Supplier in the performance of the Contract increase due to factors outside the control of theSupplier, the Supplier is entitled to pass these costs on to the Customer. If the price thereby payable by the Customer is notincreased by more than five per cent (5%) then the Customer is not entitled to terminate the Contract on this ground. If theprice thereby payable by the Customer is increased by more than five per cent (5%) then the Customer is entitled to terminatethe Contract on this ground with immediate effect, subject to its liability to pay the Supplier for costs already incurred and lossof profits in proportion to the amount of Work actually performed. Notice of termination by the Customer must be sent byregistered post and must be received by the Supplier within five working days of the Supplier having notified the Customer inwriting of the price increase.
  5. The period for completion indicated by the Supplier is not a deadline. Accordingly, no breach of this completion period givesrise to a claim for compensation.
  6. The Supplier is entitled to deliver the agreed Work or Products in full at one time, or to make a sequence of part-deliveries.In the latter case, each part delivery will be invoiced separately to the Customer. If the Customer fails to pay for any part delivery,the Supplier is entitled to terminate its performance of any outstanding part of the Contract, without the need to obtain a courtorder or serve the Customer with any notice of default, notwithstanding its right to also claim compensation.
Article 5. Intellectual property
  1. If in the performance of the Contract the Supplier uses any goods, goods, software, photographs, films, texts, ideas, sketches,drawings, models, logos, names, brands, designs, concepts, colours, etc. supplied by the Customer, the Customer guaranteesthat for the purposes of the Contract the Supplier is free to use and make copies of such items in whatever medium andthe number of copies, and the Customer indemnifies the Supplier against any claim based on any intellectual or industrialproperty rights thereon.
  2. The intellectual or industrial property rights to all Products developed, manufactured or supplied by the Supplier or by any thirdparty engaged by the Supplier remain at all times with the Supplier or with any third party engaged by the Supplier.
  3. The Supplier is entitled at any time to put its name, and the name of any third party it engages, on or with the Products.
  4. The agreed price for the Products includes a payment for the agreed use of those Products, with respect to the method of use,form, medium, purpose, destination and distribution, numbers, duration, etc. If the use of the Products has not been expresslyagreed, the First use is deemed to have been agreed.
  5. Until the Customer has met its payment and other obligations to the Supplier, it is not entitled to copy, disclose or otherwiseuse the Products, whether in their current or any revised form, in any way and for any purpose whatsoever, or to permit anythird party to use the Products in any such ways.
  6. If the Customer has met its payment and other obligations to the Supplier, it is only entitled to use the Products in the agreedway.
  7. Use of the Products other than in the agreed way is only possible with the express written consent of the Supplier and paymentby the Customer of such sum as is agreed in respect of such additional or different use.
  8. The Customer remains liable to make payment to the relevant bodies for all music, image, film, video and other rights and taxesresulting from the relevant use of the Products, unless and insofar as the parties have expressly agreed otherwise.
  9. In the event of any breach by the Customer of any provision of this article, the Customer shall be liable to immediately pay theSupplier, without the need for service of any notice of default or formal demand, a penalty of € 100,000 (one hundred thousandeuro) per breach, plus € 10,000 (ten thousand euro) for each day that a breach continues, notwithstanding the other rights ofthe Supplier to require a cessation of the breach and to claim full compensation for its loss in addition to the said penalty.10. Even after termination of the Contract these general conditions shall continue to govern the legal relationship between the parties.
Article 6. Retention of title
Without prejudice to its intellectual property rights, the Supplier reserves title to all Products until the Customer has satisfied all itspayment obligations to the Supplier, including any penalties, interest and other costs.

Article 7. Payment
  1. Unless otherwise agreed in writing, payment should be made in cash upon each delivery or part delivery, or within thirty daysof the invoice date, without any entitlement to discount, set-off of liabilities or suspension. If payment is not made within thepayment period, the Customer is automatically, and therefore without the need to serve notice of default, in breach, andbecomes liable to the Supplier for interest on the outstanding sum of 1% per calendar month, whereby a part calendar monthcounts as a whole calendar month.
  2. The Customer is liable for all judicial and extrajudicial costs incurred in obtaining payment of all sums owed to the Supplier.Extrajudicial collection costs are here calculated according to the debt collection costs scale as advised by or on behalf of theNetherlands Bar Association, plus VAT.
  3. Payments shall first be applied to reduce the costs and interest referred to in sections 1 and 2 of this article, and then to theoutstanding invoices, the oldest first.
  4. The claim for payment of all sums owed to the Supplier is becomes immediately enforceable if and as soon as the Customeris in breach of any obligation to the Supplier, if and as soon as control of the Customer changes (by means of change of boardof directors, share transfer or otherwise, or if the Customer ceases or in any way disposes of all or any part of its businessoperations, is declared insolvent, applies for a moratorium, is made subject to a debt rescheduling arrangement (WSNP), anapplication is made for it to be placed in receivership, any part of its goods are made subject to an attachment order, or if anyadministration order is made in respect of any of its assets or it loses control over all or any part of its assets or if the Customer– being a general partnership or private limited company – is liquidated or wound up.
  5. Prior to or during the Contract the Supplier is at all times entitled to require advance payments or security for payment of itsdebts, and to suspend compliance with its obligations, until the Customer has made the advance payments as invoiced orprovided the required security. If the Customer continues to fail to pay such advance payments or security, the Supplier isentitled to terminate the Contract. The Customer is liable to compensate the Supplier for all loss resulting from this suspensionor termination.
  6. Where the Customer is liable to the Supplier – whether due to attributable breach, tortious act or otherwise – to compensatefor loss of profits, the profits lost by the Supplier shall be fixed at twenty per cent (20%) of the loss of turnover caused thereby(costs and fees), notwithstanding the right of the Supplier to claim additional compensation if and insofar as the loss of profitexceeds this amount and notwithstanding the other claims that the Supplier is able to enforce against the Customer by virtueof the law, the Contract or these general conditions.
Article 8. Complaints
  1. The Customer is responsible for checking the Products supplied by or on behalf of the Supplier immediately upon delivery.
  2. Defects that (it is reasonable to assume) can be identified immediately must be notified to the Supplier in writing, by fax, withintwo working days of delivery, failing which the Customer loses its rights to remedies and such defects remain at the risk andexpense of the Customer.
  3. Complaints about invoices must be notified to the Supplier in writing, by fax, within seven days of the invoice date, specifyingthe reason for the complaint, failing which the Customer loses its rights to remedies.
  4. All other rights asserted by the Customer in respect of alleged breaches by the Supplier of its contractual obligations or of otherdefects in the Products it has supplied must be notified to the Supplier in writing, sent by registered post, within fourteen daysof when the Customer discovered – or ought reasonably to have discovered – the defect, failing which the Customer loses itsrights to remedies. The rights of the Customer are also lost in such circumstances if, without the express written consent of theSupplier, the Customer attempted by itself, or instructed others, to repair any alleged defect.
  5. If a complaint is justified and made in time, the Supplier may choose either to replace the relevant Products or to give creditfor them to the Customer.
  6. A claim as described in this article does not entitle the Customer to suspend its payment obligations.
Article 9. Liability
  1. Except where exclusion of liability is prohibited under any mandatory provision of law, the Supplier excludes liability for anytortious act or breach of its contractual obligations.
  2. Without prejudice to the waivers set out in these general conditions the liability of the Supplier to the Customer for any attributablebreach or tortious act is limited to the sum claimable under the Supplier’s liability insurance cover for the situation inquestion, plus the amount of the excess. The Supplier is insured for liability for the amounts and under the conditions usual inthis sector.
  3. If for any reason any actual situation is not covered by the Supplier’s liability insurance, or if the type of loss is not covered byinsurance, the liability of the Supplier is limited to no more than the amount charged by the Supplier to the Customer under therelevant Contract.
  4. The Supplier is not liable for commercial, consequential or indirect loss unless such loss is the result of any deliberate act orgross negligence on the part of the Supplier.
  5. Notwithstanding the provisions of Article 8 of these general conditions regarding complaints, any claim against the Supplier forcompensation – except a claim admitted by the Supplier – will lapse after a period of six months following the date on whichthe Customer discovered – or ought reasonably to have discovered – the loss.
  6. The Customer indemnifies the Supplier for any third-party claim for loss for which by virtue of the provisions of this article theSupplier is not liable.
  7. Notwithstanding the above, any clauses limiting, excluding or determining liability that a third party can assert against theSupplier may in turn be asserted by the Supplier against the Customer. If and insofar as the Supplier has engaged any thirdparty in the performance of the Contract, the Customer many not assert against the Supplier more rights than the Supplier mayassert against any such third party.

Article 10. Unforeseen circumstances
  1. If following the creation of a Contract between the Supplier and the Customer circumstances arise or become known of whichthe Supplier neither knew nor ought to have known when entering into the Contract, as a consequence of which the Supplieris unable to fulfil its obligations to the Customer in full and on time, then the Supplier shall not be in breach and is entitled tosuspend its obligations.
  2. If as a result of the aforesaid circumstances compliance by the Supplier remains impossible, then the Supplier is entitled tohave the Contract amended so that it is able to perform its obligations thereunder, unless in the given circumstances it isunreasonable to expect this of the Customer and termination is justified. In the latter event, the Contract between the partieswill be terminated without the Customer having any right to compensation.
  3. The aforesaid circumstances shall include any factor beyond the control of the Supplier that permanently or temporarilypreventsperformance of the Contract as well as – insofar as not already covered by this category – (a threat of) war, civil unrest,work stoppage, (natural) disaster, accident, government measure, the delay or failure of suppliers to make their supplies (includingfuel, energy and water suppliers), transportation problems, fire and breakdown in the operations of the Supplier or its own suppliers.

Article 11. Jurisdiction and competent court
  1. All Contracts to which these general conditions apply, and any disputes arising thereunder, are governed by Dutch law.The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11 April 1980are hereby expressly excluded.
  2. Any dispute relating to any Contract to which these general conditions apply shall be brought before the court with relevantjurisdiction for the district of ’s-Hertogenbosch, unless the Supplier chooses instead to bring the dispute before the court forthe district where the Customer lives/has its registered office or before any other court designated by law as having the relevant jurisdiction.