Terms and Conditions

 

Article 1 Definitions

The terms as used in these general terms and conditions are as follows:
Contractor: Aleid Uhl Communicatie & Cultuur, located at Ghisebrecht Bokellaan 5; 3054CA Rotterdam Chamber of Commerce: 63361418.

Client: the natural or legal person who has commissioned the Contractor to carry out work and / or deliver goods.

Agreement: the agreement or order on the basis of which the contractor carries out its work and / or deliveries for the client.

Goods: all goods / products, including documentation, drawings, models, sketches, samples, proofs and all (other) results of services provided by the Contractor, which are the subject of an agreement.

Activities: all actions, operations and services that have been or are performed by the Contractor in the context of the agreement. Parties: Contractor and Client jointly.

Article 2 Applicability

1. These general terms and conditions apply to all offers, quotations, assignments, legal relationships and agreements, by whatever name, whereby the Contractor and / or
to its affiliated companies, undertakes / will undertake to perform work and / or supply goods for the client, as well as all work ensuing therefrom for the Contractor.

2. These general terms and conditions also apply to all agreements involving third parties for the implementation thereof by the Contractor.
3. The applicability of general or specific conditions used by the client is hereby expressly excluded by the Contractor, unless and after the aforementioned conditions have been expressly declared applicable by the Contractor in writing. Acceptance in this way of the applicability of such conditions will in no case entail that those conditions also apply to other transactions between the client and the Contractor.
4. Nullity or destruction of one or more provisions of these general terms and conditions does not preclude the applicability of the other provisions of these general terms and conditions.
   The contractor and client will consult to replace null and void or nullified provisions of these general terms and conditions with provisions that correspond as closely as possible to the purpose and purport of the null and void or nullified provisions.

Article 3 Offer and agreement

1. All offers, advice, documentation and information are made without obligation and can be revoked, withdrawn or changed by the Contractor within five (5) working days after the
notification by the Contractor of the acceptance of its offer. Errors occurring in an offer, in the context of an offer provided by the Contractor and not exclusively
(General) information addressed to the client does not bind the Contractor and does not lead to the Contractor’s liability.
2. Agreements are concluded only through one of the following events:
a. Written acceptance / confirmation or performance by the Contractor of an order placed or requested by the client (whether orally orally);
b. Unconditional acceptance by the client of the offer of the Contractor;
c. Signing an agreement on behalf of the Contractor and by or on behalf of the client;
3. Only the written acceptance referred to in paragraph 2 or the agreement signed by both parties, respectively the offer of the Contractor or the invoice for the execution of the
order and / or work are deemed to correctly represent the content of the agreement.
4. Changes and / or additions to the agreement only apply after acceptance thereof by the Contractor, in writing or by executing the order and / or the work in accordance with the changes and / or additions.
Article 4 Performance of activities
1. After the agreement has been concluded, and the Contractor has received all relevant data, items and files from the Client, the Contractor will proceed to execute the agreement.
2. In principle, all work will be carried out by the Contractor on working days, during working hours and under normal working conditions.
3. The Contractor has the right to have the agreement performed by third parties, without prejudice to the Contractor’s liability for the execution of the agreement.
4. If the Contractor has performed activities that fall outside the content and / or scope of the agreed services at the request or with the prior consent of the client, the client is a contractor to the Contractor on the basis of its rates.
– additional – fee to be determined.
The contractor is not obliged outside the content and / or the scope of the agreed services and to require that a separate agreement is concluded.

Article 5 Delivery

1. Delivery takes place, unless otherwise agreed, from the location of the Contractor. The contractor has the right to fulfill delivery obligations in parts. If another
place of delivery has been agreed, the transport of a (partial) order will be at the expense of the client, unless otherwise agreed.
2. Delivery times have been determined to the best of its knowledge on the basis of information known to the Contractor at the conclusion of the agreement. Specified delivery times will never be
regard as a deadline, unless expressly agreed otherwise.
3. The client is obliged to purchase goods to be delivered in accordance with the agreed terms. If no term has been agreed, the client is obliged to purchase the goods to be delivered at the Contractor’s first request.
4. The goods to be delivered are at the risk of the client from the moment of shipment or transport by or on behalf of the Contractor or from the moment when the client or an auxiliary person of the client has actual control over these goods or from the moment that the client should have purchased the goods in accordance with the agreement.

Article 6 Guarantee and complaints

1. The contractor guarantees the usual normal quality and reliability of the delivered goods; its actual lifespan can never be guaranteed.
2. If the goods supplied by the Contractor – supplied from third parties – are provided with a guarantee by the manufacturer, that guarantee shall apply equally between the parties.
3. If the client is a natural person who does not act in the course of a profession or business, the Contractor will observe the statutory warranty periods.
4. The client is obliged to check the soundness of goods delivered by the Contractor upon delivery and the Contractor upon delivery of suspected defectiveness
of the delivered goods. Goods which the client or an assistant of the client has held or processed, processed or brought into the power of others without objection fourteen (14) calendar days after delivery are deemed to comply with the agreement.
5. In general, the client is obliged, if the delivered item does not comply with the agreement, to inform the Contractor about this within a reasonable time after the client has discovered or should reasonably have discovered this. In any case, this notice period does not exceed fourteen (14) days from the time of discovery that the delivered item does not comply with the agreement. Complaints do not release the client from his payment obligation.
6. The Contractor is not obliged to accept goods returned by the Client to the Contractor without its prior written permission. Accepting goods returned by the client to the Contractor does not imply the Contractor’s acknowledgment of the reason for the return. Deviations in colors and properties of the item that are technically unavoidable never give rise to or entitle to a credit or discount.
7. Goods returned by the client to the Contractor remain at the risk of the client and the client owes the agreed prices and rates until
The contractor has credited the client for these matters. All other damages are hereby expressly excluded. If the Contractor does not accept returned goods, the client is obliged to reimburse the costs incurred by the Contractor in connection with returned goods.

Article 7 Prices and payment

1. All prices are, unless expressly agreed otherwise, exclusive of transport costs, exclusive of VAT and other levies imposed by the competent authority.
2. The Contractor has the right to adjust agreed prices and rates on the basis of the average change in the cost price of the goods to be delivered and / or to be provided by the Contractor.
services, exchange rates and governmental taxes and charges. An adjustment of agreed prices and rates does not affect the agreement.
3. If an order is placed without a price having been expressly agreed, it will be executed at the prices applicable at the time of the execution of the agreement, regardless of offers made previously or prices previously calculated.
4. The contractor is entitled to demand an advance yet to be determined from the client prior to the performance of the agreement, which advance maximum 70% of the total invoice amount will be. A paid advance will be deducted from the last invoice. Advances must be paid within the stipulated period.
5. Unless expressly agreed otherwise, payment will be made in Euro.
6. If unforeseen circumstances arise during the execution of the agreement at the time of the conclusion of the agreement, the resulting additional costs will be borne by the client.
7. Contractor’s invoices must be paid in accordance with the payment conditions stated on the invoice.
If no payment term is stated, the invoice must be paid within fourteen (14) days after the invoice date.
8. If the client has not paid a sum of money due within the applicable term, the client will be in default as of the due date without notice of default and regarding the
outstanding claim due statutory interest.
9. All costs incurred as a result of judicial or extrajudicial collection of the claim (s) are for the account of the client, also insofar as these costs exceed the judicial costs order. This concerns at least the costs of the principal in accordance with the Decree for compensation of extrajudicial collection costs.
10. If the client does not fully meet its payment obligations towards the Contractor or within the applicable payment term, the Contractor has the right to suspend its obligations towards the client in full.
11. The Contractor’s claims against the client are immediately due and payable in the following cases:
a. if after the conclusion of the agreement, the Contractor becomes aware of circumstances that give it good reason to fear that the client will not meet its obligations;
b. if the Contractor has asked the client when entering into the agreement to provide security for the fulfillment and this security is not provided or is insufficient. In the aforementioned cases, the Contractor is authorized to suspend the further execution of the agreement, or until
to dissolve the agreement, all this without prejudice to the Contractor’s right to claim compensation;
c. in the event of liquidation, bankruptcy or applying for a moratorium on payments from the client.

Article 8 Retention of title

1. All goods delivered and still to be delivered remain the exclusive property of the Contractor until all claims that the Contractor has or will obtain against its client, including in any case the claims referred to in BW 3:92, paragraph 2, have been paid in full.
2. As long as the ownership of the goods has not passed to the client, the client is not permitted to deliver the delivered goods without the Contractor’s written permission.
to transfer ownership to third parties or to use it or to pledge it on behalf of third parties or to third parties or to provide it in another way.
3. The goods can be immediately recovered by the Contractor if the client has not fulfilled his obligations or if the Contractor has reason to believe that the client will not meet his obligations. The costs associated with the take-back are for the account of the client.
4. In the event of bankruptcy of the client or if a moratorium is applied for or in the event of attachment of his movable or immovable property or in general when precautionary legal measures are taken against the client by third parties for the purpose of obtaining payment of claims or compensation, the client is obliged, as long as the payment of the agreed purchase price with regard to the delivery of any item has not taken place, the Contractor immediately of the aforementioned. to notify circumstances so that the Contractor can assert and secure its property rights.
5. Rights to be delivered or to be granted under the agreement are always delivered or granted by the Contractor to the client under the suspensive condition that the fees owed to the Contractor for this and the fees owed in connection with incorrect execution of the agreement have been paid in full to the Contractor.

Article 9 Force majeure

1. If the Contractor is unable to execute the agreement due to force majeure, it is authorized to suspend the execution of the agreement in whole or in part as long as the force majeure
continues. If the Contractor is permanently unable to execute the agreement due to force majeure, it has the right to terminate the agreement in whole or in part with immediate effect, without being obliged to pay any compensation.
2. Force majeure in any case includes: work taking, excessive absenteeism of staff of the Contractor, transport difficulties, fire, government measures, including in any case import and export prohibitions, quotas and business disruptions at the Contractor or at the suppliers of the Contractor, as well as default by the aforementioned suppliers, as a result of which the Contractor cannot fulfill its obligations.

Article 10 Cancellation and termination

1. Cancellation by the client is only possible if the Contractor agrees. In that case, in addition to compensation of at least 30% of the purchase price or agreed price, the client is obliged to purchase goods already ordered, if not processed or processed, against payment of the cost price. The Client is liable to third parties for the consequences of the cancellation and indemnifies the Contractor in this respect.

2. Without prejudice to its statutory powers to terminate and suspend, the Contractor is entitled to unilaterally terminate the agreement in whole or in part with immediate effect and / or the to suspend execution of its obligations arising from the agreement in whole or in part with immediate effect, at least if one of the following events occurs:
   a. A request for suspension of payment has been submitted;
   b. A petition for bankruptcy has been filed;
   c. A seizure has been made under the Contractor at the expense of the client;
   d. A decision to dissolve and / or liquidate the client has been taken.
   The client is obliged to immediately inform the Contractor of the occurrence of events referred to under a to d.
   3. The Contractor is due to terminate the agreement and to suspend obligations arising from the agreement on the basis of the aforementioned events.
   never owe any compensation to the client.
   4. If the agreement is dissolved, the performances already received by the client for the execution of the agreement and the related payment obligations will fall.
   of the client not subject to a reversal obligation, unless the Contractor is in default with regard to those performances. In connection with services performed before or when dissolving the
   amounts invoiced by the Contractor are immediately due and payable by the client after termination.

Article 11 Intellectual property

1. All intellectual property rights with regard to services and products of the Contractor, including with regard to software, techniques, texts, designs, models,
data and images, belong to the Contractor or its licensor (s) and are expressly reserved.
2. The client respects the intellectual property rights of the Contractor and its licensor (s). Other than for personal use of the products and services of The Contractor, and for the purpose for which it is made available to the client, nothing of the products or services may be reproduced, published, edited or otherwise used in any way, without the express permission of the Contractor or its licensor (s).
3. If the Contractor manufactures or has goods manufactured on the specific order of the Client on the basis of a design that does not originate from the Contractor, the Client indemnifies the Contractor against all infringements relating to (the manufacture and use of) the goods on intellectual property rights. from third parties.
4. The Contractor declares that, to the best of its knowledge, what is delivered does not infringe the intellectual property rights of third parties in force in the Netherlands.

Article 12 Liability

1. Insofar as the Contractor delivers goods from third parties, the Contractor does not accept any liability for damage related to the goods it has delivered, but those produced by these third parties, unless legally stipulated otherwise.
2. The contractor guarantees that the delivered goods meet the applicable laws and regulations in the country of production.
The contractor is not liable for (the consequences of) non-compliance with applicable laws and regulations outside the country of production. The Client indemnifies the Contractor against any claim of any kind whatsoever from third parties on the basis of a possible violation of applicable laws and regulations outside the country of production. In addition, the Client undertakes to immediately notify the Contractor of any breaches and / or liability that have been established.
3. The contractor is only liable if the damage was caused by intent or gross negligence on the part of its subordinates.
4. If and insofar as the Contractor should be liable for damage, this liability is limited to material and / or
direct damage to persons or property. Contractor is not liable for indirect damage, including
consequential loss, lost profit, missed savings, destruction, or loss of files and / or data, delay damage,
loss suffered, damage caused by faulty supply information, damage due to business interruption or claims of
third parties on the client.
5. The Contractor’s obligation to pay damages is limited to direct damage up to the amount of the goods
or agreed service price, excluding sales tax and other levies imposed by the government, insofar as these have been paid by the client. If the agreement is mainly a continuing performance agreement, the agreed price will be set at a maximum of the total amount of the agreed compensation for the month preceding the
time at which the damage occurred, excluding turnover tax and other levies imposed by the government, insofar as these have been paid by the client. Incidentally, the liability of The Contractor limits in the sense that liability is only accepted if the (possible) insurance company of the Contractor recognizes this liability as such, and limited to the amount of recognition by the relevant insurance company.
6. The client has the burden of proof that the goods to which the complaint relates are the same as those delivered by the Contractor.

Article 13 Indemnity

The Client indemnifies the Contractor against a claim for damages from a third party, which is related to an event for which the Contractor is liable to hold the Client liable, at least insofar as the Contractor has to pay that third party more compensation than he would have had to pay to the Client in the event that he would have sued the Contractor for compensation in connection with the damage. The indemnity also covers the costs of defense against those claims.

Article 14 Applicable law and disputes

All contracts and legal relationships of the Contractor are exclusively governed by Dutch law. Any disputes will be submitted to the competent court in Arnhem.
Filed with the Chamber of Commerce under number 63361418