GENERAL TERMS OF DELIVERY AND PAYMENT
of the private company with limited liability BIZZCLIPS INTERNATIONAL B.V., acting under the name “Bizzclips International B.V.” (hereinafter referred to as: “BC”), with registered offices at 2105 MB in Heemstede and principal place of business at Herenweg 29 a, which general terms of delivery and payment have been filed with the Chamber of Commerce in Haarlem.
1.These terms and conditions shall apply to any and all offers and quotations of BC to other persons or legal entities and to any and all agreements concluded with them by BC.
2.Purchase conditions that may apply simultaneously shall be valid to the extent that they are not contrary to these terms and conditions. In the event of contrariety between such conditions and these terms and conditions, BC’s terms and conditions shall always prevail.
3.These terms and conditions can only be deviated from if this has been confirmed in writing by BC. The non-applicability of any or more of these terms and conditions shall not affect the applicability of the other stipulations.
4.These terms and conditions shall be deemed to have been accepted no later than upon the signing of the assignment and/or the order confirmation.
5.All offers are without engagement and shall not bind BC, unless the offer explicitly states otherwise in writing.
6.All the conditions and prices stated in out offers and quotations only apply to the specific offer or quotation concerned.
FORMATION OF THE AGREEMENT
7.Offers and quotations shall not bind BC until an assignment with respect to such offer or quotation has been confirmed in writing. Agreements are not formed until such time.
8.Any further verbal agreements or changes in the agreements shall only apply after they have been confirmed in writing by BC.
CANCELLATION OF THE AGREEMENT
9.Cancellation by the buyer or client can only take place with BC’s written agreement. In such an instance, BC has the right to claim damages for the costs it has incurred.
10.All the prices stated by us are excluding special transport and delivery expenses etc. and excluding VAT, unless stated otherwise in writing.
11.In the event of force majeure and other circumstances beyond BC’s control, BC can extend the delivery term stated by BC by thirty days by means of a written notification to the buyer/client. If the goods are not delivered after the extended term, the buyer/client can cancel the agreement by sending a written notification to BC within five days after the lapse of the extended delivery term.
12.The buyer/client shall never be entitled to damages because BC has exceeded the delivery term.
13.If the buyer/client fails to purchase within the delivery term the goods shall be stored for its account.
14.If delivery carriage paid has not been agreed, the delivery shall be deemed to have taken place at the time when the goods have been sent.
15.If delivery carriage paid has not been agreed all the goods shall be transported to the agreed delivery location for the buyer’s/client’s risk and account. In such an instance, the buyer/client shall be liable for any type of damage incurred during transport. In such an instance the buyer/client is under an obligation to take out proper insurance to that effect.
16.At the time of the delivery the risk of the delivered goods shall be transferred to the buyer/client. The ownership of the goods shall, however, remain with BC until the goods have been paid in full.
16.1Delivery shall always take place subject to the supply of recording materials and any possible technical limitations.
16.2 A quantity of 10% more or less than ordered is permitted. The actual quantity will be invoiced.
17.After receiving the goods the buyer/client shall check them. Complaints shall be reported in writing within eight days after receipt.
If BC deems the complaints founded it can, at its sole discretion, either refund the invoice amount of such goods or replace and/or repair the item concerned.
18.In the event of a complaint, the buyer/client shall not be entitled to any damages. BC’s liability is limited to that which is mentioned in Article 17.
19.Returned goods by the buyer/client shall always take place carriage paid.
RETENTION OF TITLE
20.All deliveries are made under retention of title. The ownership shall at any rate only be transferred to the buyer/client after the buyer/client has fulfilled all its obligations arising from the agreement.
21.The buyer/client shall not have the right to alienate, pledge or provide as security the delivered goods to third parties without BC’s written permission as long as it has not fulfilled all its obligations arising from the agreement.
22.If the buyer/client has failed to fulfil any or more of its obligations arising from the agreement in a timely manner, BC shall have the right to take back the goods without any further notice of default being required. In such an instance, the agreement shall be dissolved without judicial intervention and BC shall have the right to charge a 10% penalty on the invoice amount without prejudice to its right to recover any further damage from the buyer/client.
23.The buyer/client shall take out sufficient insurance goods that fall under the retention of title.
24.Work drawings, print films, print carriers and suchlike manufactured by BC and manufactured by third parties by order of BC are the property of BC.
25.Payments shall be made within 21 days after the invoice has been sent, unless stated otherwise in writing by BC.
26.If, however, the buyer/client applies for suspension of payments or is declared bankrupt, discontinues or liquidates its business or otherwise fails to fulfil any or more of its obligations properly or in a timely manner within the payment term, the invoice amount including any possible costs and interest shall be immediately payable.
27.In the event of late payment, the buyer/client shall be liable to pay 1% interest per month as of the invoice date on the entire invoice amount, without any notice of default being required. For the purpose of this stipulation part of a month shall be considered as a full month. Furthermore, the buyer/client shall be liable to pay an amount in extrajudicial costs of 15% on the invoice amount increased by the above-mentioned interest.
28.The buyer/client shall pay without any compensation or set-off.
29.BC can, without any notice of default or judicial intervention being required and without prejudice to all its other rights, declare the agreement between the parties dissolved if the buyer/client:
fails to fulfil any or more of its obligations properly or in a timely manner;
applies for suspension of payments;
is declared bankrupt;
discontinues or liquidates its business;
is placed under tutelage;
is admitted to a psychiatric hospital;
is otherwise unable to fulfil its obligations.
30.In such an instance, BC shall not be liable to pay any damages and shall have the right to recover any damage it has incurred from the buyer/client. The interest and costs due at the time of the dissolution shall be fully payable by the buyer/client.
31.If, due to force majeure, BC is permanently or temporarily unable to fulfil its obligations, it can declare the agreement dissolved or suspend its obligations partly or in whole without any obligation to pay damages and without judicial intervention. If, in the event it suspends its obligations, it is still unable to fulfil them at a later date it can declare the agreement dissolved without being liable to pay damages.
32.The term force majeure shall be taken to mean any circumstances and events that occur outside the BC’s control or cannot be attributed to BC, which cause BC to be permanently or temporarily unable to fulfil its obligations, as well as any case in which it cannot be reasonably demanded from BC that it fulfils its obligations, even if all this could be foreseen at the time when the agreement was concluded.
33.BC’s liability for all types of damage, of whatever name, shall in all cases be explicitly limited to the stipulations of Article 1 and shall at any rate be limited to no more than the value of the goods it has delivered.
34.The buyer/client shall indemnify BC from any and all claims of third parties related to the goods delivered by BC.
35.If the buyer/client incurs damage as a consequence of an error, shortcoming or defect of the product, it shall apply to the manufacturer with regard to this.
36.All agreements concluded by BC shall be governed by Dutch law.
37.In the event of any disputes between the parties the District Court of Haarlem shall be exclusively competent to take cognisance of such dispute except if the parties have agreed otherwise.
38.For any issues regarding this agreement the parties choose domicile in Heemstede.