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GENERAL TERMS AND CONDITIONS

Article 1. Agreement, offer and confirmation

1.1 Applicability of general terms and conditions

These general terms and conditions apply to the formation, content and fulfilment of all agreements between the client and the client.

Contractor concluded agreements.

1.2 Quotation

Offers are valid for 30 days. Quotations may be subject to change due to unforeseen changes in the work.

1.3 Written confirmation

Orders must be confirmed by the client in writing or by e-mail. If the client fails to do so, but nevertheless agrees that the contractor commences the execution of the order, the content of the offer will be deemed to have been agreed. Subsequent oral agreements and stipulations shall only be binding on the contractor after they have been confirmed in writing by the contractor.

1.4 Multiple Contractors

If the employer wishes to award the same order to parties other than the contractor at the same time, it must inform the contractor of the reasons for this decision.

to inform the contractor accordingly, stating the names of these other parties.

1.5 The same order previously given to another party

If a client has previously given the same order to another party, he must inform the contractor of this, stating the name of the other party.

 

Article 2. The execution of the agreement

2.1 Execution of the order

The contractor shall make every effort to execute the order carefully and independently, taking into account the interests of the client and

the best of its ability and to strive for a result that is usable by the employer. To the extent necessary, the contractor will keep the employer informed of the progress of the work.

2.2 Provision of data

The client is obliged to do all that is reasonably necessary or desirable to ensure timely and correct delivery by the client.

The Supplier shall not be liable for any loss or damage suffered by the Supplier as a result of the Contractor's failure to provide complete, sound and clear data or materials (or to have such data or materials supplied) on time.

2.3 Request for quotations from suppliers

If the contractor, at the request of the employer, draws up an estimate for the costs of third parties, this estimate will only have an indicative purport. If desired, the contractor may request quotations on behalf of the employer.

2.4 Use of suppliers

Unless otherwise agreed, assignments to third parties, in the context of the realization of the design, by or on behalf of

the employer. At the request of the employer, the contractor may, at the expense and risk of the assignment

The parties may agree on a fee to be agreed upon. The parties may agree on a fee to be agreed upon in more detail. If, in the execution of the order, the contractor obtains goods or services from third parties at his own expense and risk in accordance with an explicit agreement, after which these goods or services are passed on to the client, the provisions of the general terms and conditions of the supplier with regard to the quality, quantity, quality and delivery of these goods or services shall also apply to the client.

2.5 Disclosure and reproduction

Before production, reproduction or publication, the parties must give each other the opportunity to submit the last of the following documents

to check and approve models, prototypes or tests of the design. If the contractor, whether or not in the name of the contractor, is

If the client will give orders or instructions to production companies or other third parties, the client must, at the request of the production companies or other third parties

the contractor confirms his approval in writing as referred to above.

2.6 Term of delivery

A period specified by the contractor for the completion of the design has an indicative purport, unless the nature or the nature of the design dictates otherwise.

content of the agreement appears otherwise. The contractor shall, even in the event of a specified period for completion of the design, first

in default after the client has given him/her notice of default by registered letter and compliance is not forthcoming within the reasonable term stated in the notice of default.

2.7 Tests, permits and statutory provisions

Unless otherwise agreed, the performance of tests, the application for licences and the assessment or instructions of the

the client does not meet statutory or quality standards until the contractor's order.

2.8 Complaints

Complaints should be submitted in writing to the client as soon as possible, but in any case within ten working days after completion of the assignment.

to be notified to the contractor.

 

Article 3. Intellectual property rights and property rights

3.1 Industrial property copyright

Unless otherwise agreed, all intellectual property rights arising from the order, including the

patent right, design right and copyright shall vest in the contractor. Insofar as such a right has only been acquired

3.1 If the contractor is unable to register a work that can be deposited or registered, only the contractor will be authorised to do so.

3.2 Examination of the existence of rights

Unless otherwise agreed, the assignment does not include carrying out research into the existence of patent rights,

trademark rights, drawing or design rights, copyrights and portrait rights of third parties. The same applies to a possible investigation.

to the possibility of such forms of protection for the sponsor.

3.3 Attribution of the name

Unless the work does not lend itself to it, the contractor is at all times entitled to (have) his name mentioned on or with the work.

or remove and the client is not permitted without prior permission the work without mentioning the name

of the contractor or to reproduce them.

3.4 Ownership by the contractor

Unless otherwise agreed, the working drawings made by the contractor in the context of the order shall remain the same,

illustrations, prototypes, models, moulds, designs, design sketches, films and other materials or (electronic) files, ownership

of the contractor, regardless of whether these have been handed over to the client or to third parties.

 

Article 4. Use and licence

4.1 The use

If the client fully meets his obligations under the agreement with the contractor, he will receive a copy of the agreement.

exclusive licence to use the design insofar as this concerns the right of publication and reproduction in accordance with the purpose agreed at the time of the order. If no agreements have been made about the destination, the licence will be limited to that use of the design for which there were firm intentions at the time the commission was granted. These intentions must be demonstrably communicated to the contractor before the conclusion of the agreement.

4.2 Wider use

Without the written permission of the contractor, the client is not entitled to use the design in a broader manner than is permitted by the contractor.

4.3 Changes agreed.

4.3 Changes

Unless otherwise agreed, the employer is not permitted to make changes without the written consent of the contractor.

to make changes or have changes made to the provisional or definitive designs.

4.4 Own promotion

With due observance of the interests of the client, the contractor has the freedom to use the design for his own purposes.

publicity or promotion.

Article 5. Fees

5.1 Fee and additional costs

In addition to the agreed fee, the costs incurred by the contractor in the execution of the order shall also include

fee will be taken into account.

5.2 Fee for additional work

If the contractor, by failing to deliver complete, sound and clear data/materials or by failing to do so on time or in good time, is unable to fulfil his obligations under the contract, the contractor shall be entitled to dissolve the agreement.

If the client is obliged to perform more or other work as a result of a change or an incorrect assignment or briefing, these activities will be remunerated separately, on the basis of the usual fee rates charged by the client.

5.3 Audit

If the remuneration is in any way dependent on facts or circumstances that must be apparent from the administration of

the client, the contractor, after a statement by the client, has the right to terminate the administration of the client by a third party.

to have the chartered accountant audited. If such an audit reveals that the client's statement does not correspond to the actual course of events, the costs of this audit shall be borne by the client.

 

Article 6. Payment

6.1 Payment obligation

Payments must be made within 14 days of the invoice date. If after the expiry of this period the contractor still

If no (full) payment has been received (after reminder 14 days, i.e. in total after 30 days), the client is in default and owes an interest equal to the statutory interest. All costs incurred by the contractor, such as legal costs and extrajudicial and judicial costs, including the costs of legal assistance, bailiffs and collection agencies, in connection with late payments, shall be borne by the client. The extrajudicial costs shall be set at a minimum of 10% of the invoice amount, with a minimum of € 113.45.

6.2 Periodic payments

The contractor shall be entitled to charge his fee monthly for work performed and costs incurred.

for the purpose of the execution of the commission.

6.3 No discount or compensation

The client shall make the payments due to the contractor without discount or compensation, except for set-off against

deductible advances relating to the contract, which he has made to the contractor.

6.4 Licence that has lapsed

From the moment that the client does not (fully) fulfil his payment obligations under the agreement or otherwise

is in default, the client is not (or no longer) permitted to use the results made available and each one of them will be included in the scope of the agreement.

licence granted to the client, unless the shortcoming of the client in the light of the entire order has been remedied.

order is of minor importance.

 

Article 7. Termination and dissolution of the agreement

7.1 Termination of the agreement by the client

If the client terminates an agreement, he shall pay the fee and the costs incurred in relation to the work performed up to that point.

7.2 Termination of the agreement by the contractor

If the agreement is dissolved by the contractor due to an attributable shortcoming in the performance of the agreement, the contractor shall be entitled to terminate the agreement in writing.

agreement by the client, the client shall pay the fee, the fee and the costs incurred in relation to the work performed up to that point. Behaviors of the client on the basis of which the contractor can no longer reasonably be required to complete the order, are in this respect also considered as attributable shortcoming.

7.3 Bankruptcy

Both the contractor and the client have the right to immediately dissolve the agreement in whole or in part in the event that

of bankruptcy or suspension of payments of the other party.

7.4 Use of the result after premature termination

If, for whatever reason, the order is terminated prematurely, the client shall not (any longer) be permitted to use the designs made available to him and any licence granted to the client in connection with the order shall lapse.

7.6 Long-term agreements

If the contractor's activities consist of repetitive performance of similar activities, the relevant agreement shall, unless otherwise agreed in writing, be valid for an indefinite period of time. This agreement can only be terminated by written notice, subject to a reasonable notice period of at least three months.

 

Article 8. Guarantees and indemnities

8.1 Copyright holder

The contractor guarantees that the work supplied has been designed by or on behalf of him/her and that, if the design is subject to copyright, this is the case,

he/she is considered to be the creator within the meaning of the Copyright Act and as the copyright holder can dispose of the work.

8.2 Indemnification for claims relating to the use of the design

The client indemnifies the contractor or persons engaged by the contractor in the assignment against all claims from third parties arising from the applications or use of the result of the assignment.

8.3 Materials and data supplied

The client indemnifies the contractor against any claims relating to intellectual property rights on behalf of the contractor.

the client provided materials or data, which are used in the execution of the assignment.

 

Article 9. Liability

9.1 Liability

The contractor cannot be held liable for a: errors in the material supplied by the employer. b: misunderstandings or errors with regard to the performance of the agreement if these are caused or caused by acts of the employer, such as failure to supply complete, sound and clear data and/or materials on time or on behalf of the employer. c. errors by third parties engaged by or on behalf of the employer: errors on the part of third parties engaged by or on behalf of the principal. d: defects in quotations from suppliers or overruns of quotations from suppliers. e: errors in the design or the text data, if the principal has given his approval in accordance with the provisions of Article 2.5, or has been given the opportunity to carry out an inspection and has indicated that he does not require such an inspection.

f: errors in the design or the text/data, if the client has failed to produce a particular model or has it produced,

9.2 Limitation of liability for any damage caused by or in connection with a prototype or test, and these errors would have been discernible in such a model, prototype or test.

9.2 Limitation of liability

Except in the event of intent or gross negligence on the part of the contractor or the contractor's management, the liability of the contractor shall be deemed to have been incurred by the contractor.

the contractor for damages arising from an agreement or from a wrongful act committed against the client, limited to an amount that is reasonably in proportion to the size of the order, on the understanding that this amount shall not exceed € 45,378.¬ or, if the fee associated with the order is higher, the amount of this fee.

9.3 Expiration of liability

Any liability shall be extinguished by the lapse of one year from the moment the assignment is completed.

9.4 Copies of materials

The client is obliged, if reasonably possible, to keep copies of the materials and data provided by him.

until the order has been fulfilled. If the client fails to do so, the contractor cannot be held liable for damage that would not have occurred if these copies had existed.

9.5 Storage obligation

After completion of the order, neither the client nor the contractor have any obligation to each other to retain the materials and data used.

 

Article 10. Other provisions

10.1 Transfer to third parties

The employer is not permitted to transfer any right under an agreement concluded with the contractor to third parties, other than in the event of the transfer of its entire business.

10.2 Confidentiality

Parties are obliged to treat as confidential facts and circumstances that come to the knowledge of the other party within the framework of the assignment. Third parties involved in the execution of the assignment will be bound to the same confidential treatment with regard to these facts and circumstances originating from the other party.

10.3 Inscriptions

The headings in these general terms and conditions are only intended to promote readability and do not form part of these general terms and conditions.

10.4 Dutch law.

The agreement between the contractor and the client shall be governed by Dutch law. The court having jurisdiction to hear disputes between the contractor and the client shall be the competent court in the district where the order is placed.

The purchaser is established.