These Terms and Conditions are translated Dutch and serve only as a translation. The Dutch General Terms and Conditions are the conditions that are applicable.
Article 1. General
1.1 These conditions apply to every offer, quotation and agreement in the broadest sense of the word, hereinafter referred to as “Assignment, between All4Media Productions B.V. hereinafter referred to as “Contractor”, and a Client to which the Contractor has declared these conditions applicable, insofar as the parties have not deviated from these conditions expressly and in writing.
1.2 The present conditions also apply to agreements with the Contractor, for the execution of which the Contractor must involve third parties.
1.3 These general terms and conditions have also been written for the employees of the Contractor and his management.
1.4 The applicability of any purchase or other conditions of the Client is explicitly rejected.
1.5 If one or more provisions in these general terms and conditions at any time wholly or partially be void or destroyed, then the other provisions of these general conditions remain fully applicable. The Contractor and the Client will then enter into consultation in order to agree on new provisions to replace the null and void or nullified provisions, whereby as much as possible the purpose and intent of the original provisions will be observed.
1.6 If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place ‘in the spirit’ of these provisions.
1.7 If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
1.8 If the Contractor does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the Contractor would in any way lose the right to demand strict compliance with the provisions of these conditions in other cases.
Article 2 MOA- Terms/Conditions
In sofar as the present General Terms and Conditions do not explicitly deviate from this, the General Terms and Conditions of the Market Research Association (hereinafter referred to as the ‘MOA conditions’) apply to all Assignments. The MOA conditions can be downloaded from www.moaweb.nl under ‘About the MOA’. The conditions can be sent on request.
Article 3 Confirmation of Assignment
3.1 The Contractor must make himself sufficiently aware of the Client’s objectives with the Assignment.
3.2 Confirmation of Assignment are based on information provided by the Client. The Client guarantees that he has provided all essential information for the design and execution of the Assignment to the best of his knowledge.
3.3 All information provided within the framework of the assignment, including the information during the assignment briefing, is provided by the Client to the Contractor, is strictly confidential and the Contractor is obliged to observe confidentiality. This confidentiality obligation also applies if the Contractor has received information from the Client and the Contract is not given to the Contractor.
Article 4 Quotations and offers
4.1 All offers of the Contractor are not binding unless a deadline for acceptance is in the offer. If no acceptance period has been set, no rights can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.
4.2 The Contractor can’t be held to her quotes or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
4.3 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and handling costs, unless stated otherwise.
4.4 If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, the Contractor is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.
A composite quotation does not oblige the Contractor to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders
Article 5 Liability
5.1 The Contractor will perform the Assignment to the best of its knowledge and ability. This obligation has the nature of a best efforts obligation, unless otherwise agreed in writing.
5.2 The Contractor is liable for any shortcomings in the performance of the Assignment, insofar as these are the result of the Contractor’s failure to observe the due care and expertise that may be relied upon. The liability for the damage on that account is limited to the amount of the compensation that the Contractor has received for its activities within the framework of the Assignment.
5.3 Any claims by the Client must be submitted within one year after the discovery of the damage, failing which the Client has processed its rights. Any liability of the Contractor for any consequential damage suffered by the Client is excluded. Consequential damage is understood to include all damage resulting from any form of use of research results by the Client or third parties and against the Client will indemnify the Contractor against any claims on this from third parties.
Article 6 Contract duration, Implementation periods, Delivery time, planning, risk transfer
6.1 The agreement between the Contractor and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
6.2 Agreed delivery times are not binding in the event of delay due to unforeseen circumstances that are related to interim changes in the Assignment or other circumstances with which neither the Contractor nor the Client, in the conclusion of the agreement, reasonably required to consider. If the Contractor anticipates a delay, he will immediately inform the Client thereof.
6.3 If the Client wishes to make a change in the agreed time schedule, the Contractor will cooperate, provided that the Client concludes this with the Contractor in good time and also under the condition that, depending on the circumstances of the case in question, this cooperation is reasonable from the Contractor. can be required.
6.4 Contractor shall perform the contract to the best of its ability and in accordance with the requirements of goods d craftsmanship. All this on the basis of the current state of knowledge at that time.
6.5 The Contractor has the right to have certain work carried out by third parties. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 Dutch Civil Code is expressly excluded.
6.6 The Contractor or third parties engaged by the Contractor perform work within the scope of the assignment at the location of the Client or a location designated by the Client, the Client will provide free of charge the facilities reasonably desired by those employees.
6.7 The Contractor is entitled to execute the agreement in various phases and to invoice the thus executed part separately.
6.8 If the agreement is carried out in stages Contractor may suspend the execution of the parts that belong to a next stage until the client of the results of the preceding phase has been approved in writing.
6.9 The Client ensures that all data, of which the Contractor indicates that these are necessary or of which the Client should reasonably understand that these are necessary for the execution of the agreement, are timely provided to the Contractor. If the data required for the execution of the agreement are not provided to the Contractor in time, the Contractor shall be entitled to suspend the execution of the agreement and / or to charge the Client for the additional costs resulting from the delay in accordance with the then customary rates. bring. The execution period does not commence earlier than after the Client has made the information available to the Contractor. The Contractor is not liable for damage of any kind, because the Contractor has assumed incorrect and / or incomplete information provided by the Client.
Article 7 Changes / additional work
7.1 If the Client wishes to make changes to the structure and / or content of the assignment, the Client shall consult with the Contractor in time. The Contractor will cooperate with the desired changes, provided that this can be reasonably demanded of the Contractor and about this and about the costs that can reasonably be charged extra, or can reasonably be deducted, agreement is reached.
7.2 The Contractor is never permitted to make changes to the agreed structure and / or content of an assignment without the Client having consented to this.
7.3 If the Contractor is required to perform more work than is provided for in the assignment description underlying the Assignment, he will consult with the Client about this. The additional work to be performed by the Contractor will be at the expense of the Client, unless the necessity of performing this additional work is caused by the Contractor’s negligence or because the Contractor has made a wrong estimate or the work in question could reasonably have been foreseen. The level of the fee involved with the additional work involved will be determined by the parties.
Article 8 (Intermediate) termination of the Assignment / suspension and dissolution of the Assignment
8.1 The Contractor is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not, not fully or not timely, fulfill the obligations arising from the agreement, after the conclusion of the agreement, the Contractor becomes aware of circumstances giving good ground to fear that the Client will not fulfill the obligations if the Client at the conclusion of the agreement is requested to provide security for the fulfillment of its obligations under the agreement and this security fails or is insufficient or if due to the delay on the part of Principal Contractor can no longer be expected that he will fulfill the contract on the terms originally agreed.
8.2 The Contractor is furthermore entitled to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise which are of such a nature that the unaltered maintenance of the agreement can’t reasonably be expected from the Contractor.
8.3 If the agreement is dissolved, the Contractor ‘s claims against the Client will be immediately due and payable. If the Contractor suspends the fulfillment of the obligations, he will retain his rights under the law and agreement.
8.4 If the Contractor proceeds to suspension or dissolution, he is in no way obliged to pay compensation for damage and costs in any way whatsoever.
8.5 If the dissolution of the Customer is accountable, the Contractor is entitled to compensation for damages, including costs, thereby directly and indirectly.
8.6 If the Client does not comply with its obligations arising from the agreement and this non-fulfillment justifies dissolution, then the Contractor is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, by virtue of default, but compensation or compensation is mandatory.
8.7 If the agreement is prematurely terminated by the Contractor, the Contractor will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of work for additional contractor costs incurred, they will be charged to the client. The Client is obliged to pay these costs within the specified period, unless the Contractor indicates otherwise.
8.8 In the event of liquidation, (application for) suspension of payments or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client is no longer free to the Contractor is free to terminate the contract immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. The Contractor ‘s claims against the Client are immediately due and payable in that case.
8.9 If the Client cancels all or parts of an order placed, the work that has been performed and the items ordered or prepared for it, plus any delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully integrated. the Client will be charged.
Article 9 Payment and collection costs
9.1 The rates stated in an order confirmation and/or quotation include travel and accommodation costs, unless stated otherwise. Costs that the Contractor can charge to the Client must be specified by the Contractor on request.
9.2 Payment must always be made within 14 days of the invoice date, in a manner to be indicated by the Contractor in the currency in which the invoice is made, unless otherwise indicated by the Contractor in writing. The contractor is entitled to invoice periodically.
9.3 If the Client remains in default in the timely payment of an invoice, then the Client is legally in default. The Client then owes an interest of 2 % per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
9.4 The Contractor is entitled to have the payments made by the Client go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest. The Contractor can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. The Contractor can refuse full payment of the principal sum if the vacant and current interest and collection costs are not also paid.
9.5 The Client is never entitled to set off the amount owed by him to the Contractor. Objections against the height of an invoice do not suspend the payment obligation. The Client who does not appeal to Section 6.5.3 (Articles 231 to 247 of Book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.
9.6 If the Client is in default or omission in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the Contractor has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.
Article 10 Reservation of ownership
10.1 The Contractor delivered by the Contractor in the context of the Contract remains the property of the Contractor until the Client has properly fulfilled all obligations arising from the agreement (s) concluded with the Contractor.
10.2 The goods delivered by the Contractor, which pursuant to paragraph 1. Subject to the retention of title, may not be resold and may never be used as a means of payment. The Principal is not authorized to pledge or encumber it under the retention of title in any other way.
10.3 The Client must always do everything that can reasonably be expected of him to secure the property rights of the Contractor. If third parties make an attachment to the property delivered or rights to establish or exercise, then the Client is obliged to inform the Contractor immediately. In addition, the Client undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to the Contractor on first request. In the event of a possible payment of the insurance, the Contractor is entitled to these payments. Insofar as necessary, the Client undertakes in advance towards the Contractor in advance to cooperate with everything that may prove necessary or desirable in that context.
10.4 In the event that the Contractor wishes to exercise its property rights as referred to in this article, the Principal shall grant unconditional and non-revocable permission to the Contractor and third parties to be designated by the Contractor to enter all those places where the Contractor ‘s property is located and to take it back.
Article 11 Guarantees, research and complaints, limitation period
11.1 The items to be delivered by the Contractor meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to items that are intended for use within the Netherlands. When using outside the Netherlands, the Client must verify itself that the use thereof is suitable for use there and comply with the conditions set for it. In that case, the Contractor can impose other guarantee and other conditions with regard to the goods to be delivered or work to be performed.
11.2 The guarantee referred to in paragraph 1 of this article applies for a period of 1 month after delivery, unless the nature of the delivery dictates otherwise, or parties have agreed otherwise. If the guarantee provided by the Contractor concerns a matter that was produced by a third party, then the guarantee is limited to that provided by the producer of the item, unless otherwise stated.
11.3 Any form of guarantee shall lapse if a defect arises as a result of or arising from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and / or by third parties if, without the written permission of the Contractor , the Client or third parties have made or attempted to make changes to the item, other matters have been confirmed which must not be confirmed or have been modified or processed in a manner other than that prescribed. The Client is also not entitled to a guarantee if the defect arises due to or is the result of circumstances beyond the Contractor’s control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etcetera.
11.4 The Client is obliged to inspect the delivered goods or to have them inspected immediately at the moment that the items are made available to him or the relevant work has been carried out. The Client must also examine whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed on in this respect. Any visible defects must be reported to the Contractor in writing within seven days of delivery. Any non-visible defects must be reported to the Contractor in writing immediately, but in any event no later than within fourteen days after discovery thereof. The report must contain as detailed a description as possible of the defect, so that the Contractor is able to respond adequately. The Client must give the Contractor the opportunity to investigate a complaint.
11.5 If the Client makes a timely complaint, this does not suspend his payment obligation. In that case, the Client will also remain obliged to purchase and pay for the otherwise ordered items and what he has instructed the Contractor to do.
11.6 If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.
11.7 If it is established that a case is weak and that respect good time, then Contractor shall defective item within a reasonable time after the return receipt or, if return is not reasonably possible, written notification of the defect by the Principal, at the option of the Contractor, replace or provide for repair or replacement fee to the Client. In the event of replacement, the Client is obliged to return the replaced item to the Contractor and to provide ownership thereof to the Contractor, unless the Contractor indicates otherwise.
11.8 If it is established that a complaint is unfounded, then the costs thereby incurred, including the research costs, on the part of the Contractor as a result thereof, are entirely for the account of the Client.
11.9 After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
11.10 Contrary to the statutory limitation periods, the limitation period of all claims and defenses towards the Contractor and the third parties involved by the Contractor in the performance of an agreement shall be one year.
Article 12 Liability
12.1 If the Contractor is liable, then this liability is limited to what is stipulated in this provision.
12.2 The Contractor is not liable for damage of whatever nature, caused by the fact that the Contractor has assumed incorrect and / or incomplete information provided by or on behalf of the Client.
12.3 If the Contractor is liable for any damage, the liability of the Contractor is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
12.4 The liability of the Contractor is in any case always limited to the amount of the payment from his insurer, if applicable.
12.5 The contractor is only liable for direct damage.
12.6 Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the scope of the damage, insofar as the determination relates to damage in the sense of these terms and conditions, any reasonable costs incurred due to the defective performance of the Contractor to the to have the agreement answered, to the extent that these can be attributed to the Contractor and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. Contractor is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.
12.7 The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor or his managerial subordinates.
Article 13 Indemnity
The Client indemnifies the Contractor against any claims from third parties that suffer damage in connection with the execution of the agreement and whose cause is attributable to other than the Contractor. If the Contractor for that reason should be addressed by a third party, then the Client held Contractor both to assist outside and in law and immediately what to do it for him in that case can be expected. Should the Client fail to take adequate measures, the Contractor is entitled, without notice of default, to proceed to this himself. All costs and damage on the part of the Contractor and third parties as a result thereof are fully for the account and risk of the Client.
Article 14 Intellectual property
The Contractor reserves the rights and powers that accrue to him on the basis of the Copyright Act and other intellectual laws and regulations. The Contractor has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Client is brought to the knowledge of third parties.
Article 15 Client data
Should personal data belonging to the client be made available or accessible for the execution of the assignment All4Media Productions BV act accordingly in accordance with GDPR. The personal data that can be assigned to the assignment will be removed for a maximum of three months after termination of the assignment.
Article 16 Applicable law and disputes
16.1 All legal relationships to which the Contractor is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
16.2 The judge in the place of business of the Contractor shall have exclusive jurisdiction to hear disputes, unless the law prescribes otherwise in a mandatory manner. Nevertheless, the Contractor has the right to submit the dispute to the competent court according to the law.
16.3 The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.