General Terms of Delivery:

Mooie besede

Version valid from: 28 November 2014

Article 1: Definitions and scope

1.1 Mooie besede: the user of these general terms. Mooie besede has its registered office in Voorburg, the Netherlands and is registered with the Chamber of Commerce under number 61688142.

1.2 Client: a natural person or legal person who has commissioned Mooie besede to perform services.

1.3 Services: all activities performed by Mooie besede by order of the Client. This in any case includes, however is not limited to: the performance of marketing activities and any other works performed by Mooie besede on behalf of the Client.

1.4 These general terms shall apply to all offers and tenders of Mooie besede and also to all agreements concluded by Mooie besede with its Clients.

1.5 The general terms used by the Client are specifically excluded and as such shall not be applicable to agreements concluded with Mooie besede.

1.6 In case one or more conditions in these general terms become(s) wholly or partially null and void, the other general terms shall continue to apply to the fullest extent.

 

Article 2: Tenders and offers

2.1 Offers and/or price quotations submitted by Mooie besede are free of obligation for both parties and shall remain valid for acceptance for thirty days.

2.2 Prices contained within offers made or quotations sent by Mooie besede to the Client are excluding VAT and other government levies.

2.3 In principle, the prices quoted by Mooie besede in offers and/or price quotations are based on a fixed fee for services to be carried out, unless explicitly agreed upon otherwise with the Client in writing.

2.4 In case as an exception to article 2.3, an hourly rate for the services to be carried out is agreed upon between Mooie besede and the Client, Mooie besede shall be entitled to increase the prices during the term of an agreement in the interim, with due observance of a reasonable term.

 

Article 3: Formation of an agreement

3.1 Agreements are formed after the Client has accepted an offer or tender from Mooie besede and the Client has signed an order confirmation submitted by Mooie besede.

3.2 After the Client has signed an order confirmation submitted by Mooie besede, the Client may no longer terminate the agreement with Mooie besede.

3.2 An invoice sent by Mooie besede is equivalent to an acceptance. If Client wishes to contest the amount of the invoice, he must do so in writing and within five (5) working days.

 

Article 4: Rights and obligations Client

4.1 Client shall provide Mooie besede with the opportunity to be able to perform the works. Client shall provide representatives of Mooie besede access to all locations as required for Mooie besede to enable proper execution of the agreement. If the Client fails to do so, Mooie besede shall never be liable for any damage arising from this. The Client shall also grant Mooie besede access to all documents that Mooie besede considers necessary to have access to, for proper execution of the agreement.

4.2 Client shall act in accordance with the conditions laid down in these general terms and the instructions from representatives of Mooie besede. If Client fails to comply with this obligation, Mooie besede shall be entitled to suspend or terminate the services for the Client, without Mooie besede becoming liable for compensation towards Client in any which way.

4.3 Client shall be responsible for making correct information available, necessary for a proper execution of the services to be delivered by Mooie besede. Client exempts Mooie besede from the consequences arising from incorrectness and/or incompleteness of this information.

4.4 Client shall consult with Mooie besede about the location and date for the commencement of the execution of the services by Mooie besede.

4.5 If Mooie besede, through the actions of the Client, cannot proceed to delivery of services, Client shall be liable for all damage Mooie besede may incur as a result thereof.

4.6 Client shall be obliged to purchase all services and deliveries as agreed upon in the tender.

4.7 If a wrongful act or punishable act by Client is established, Mooie besede shall be authorised to wholly or partially suspend or terminate its service provision. If it is established that the above is not present (any longer), Mooie besede shall resume its service provision as soon as possible.

4.8 The Client will accept that the time planning may be influenced if parties agree in the interim to expand or amend the approach, the working method and extent of the assignment and/or work activities arising from this. The agreed upon amended assignment and/or execution shall be set off as additions and/or omissions.

 

Article 5: Rights & obligations Mooie besede

5.1 Mooie besede ensures proper execution of the agreement by competent experts.

5.2 Each agreement between Mooie besede and the Client may be characterised as a best efforts obligation.

5.3 Mooie besede must be notified in writing about complaints concerning the services it performed, immediately after these have been detected. If the complaints are declared valid, Mooie besede will as yet execute the agreement as was agreed upon.

5.4 Mooie besede has the right to involve or deploy third parties in the execution of services, provided that Client has been notified of this.

5.5 Mooie besede shall be obliged to maintain confidentiality regarding all information and data submitted by the Client to Mooie besede.

5.6 In the framework of the assignment, Mooie besede shall take all precautions necessary for the protection of the interests of the Client.

 

Article 6: Intellectual property

6.1 All intellectual property rights on matters delivered by Mooie besede, creations of the human mind, etc., made available for the Client in the framework of the service provision, shall exclusively be vested in Mooie besede.

6.2 Multiplication, publication and copying of matters provided by or made available by Mooie besede, of which the intellectual property is vested in Mooie besede, shall only be allowed with express written consent from Mooie besede.

6.3 For each act in violation of article 6.2, the Client shall owe a fixed and immediately due and payable penalty of € 5,000.00 (in words: five thousand euros), without prejudice to the right of Mooie besede to lay claim on full compensation for damages.

 

Article 7: Payment & Prices

7.1 Payments must always be fulfilled within thirty days after the invoice date, unless explicitly agreed upon otherwise.

7.2 The prices specified on the invoice are excluding VAT and other government levies, unless otherwise agreed upon between Mooie besede and the Client.

7.3 If the Client fails to fulfil timely payment of an invoice, than the Client will be in default by operation of the law. The Client will then owe the statutory (commercial) interest. The interest for the due and payable amount shall be calculated from the moment the Client is in default until the moment of fulfilment of the entire amount outstanding.

7.4 All extra-judicial and judicial costs incurred by Mooie besede, in case Mooie besede in any way becomes embroiled in legal proceedings against the Client, both as claimant as well as defendant, shall be borne by the Client.

7.5 In case Mooie besede has incurred costs, which costs it had to make within reason and which are in excess of the collection costs as referred to in the preceding paragraph, the Client shall also be required to pay these costs to Mooie besede.

 

Article 8: Liability

8.1 For each agreement accepted by Mooie besede, a best efforts obligation shall be in effect. Mooie besede can never be held liable for results not achieved. Mooie besede shall only be liable for direct damage arising from gross breach in the execution of the agreement as a result of gross negligence in performing services.

8.2 In the unlikely event that the provisions in article 8.1 nevertheless lead to liability on the part of Mooie besede, each liability shall be limited to no more than the invoice value, in any case to that portion of the agreement the liability pertains to.

8.3 The liability of Mooie besede for attributable breach in its compliance with an agreement arises only when the Client immediately and properly declares Mooie besede to be in default in writing, therewith stating a reasonable term for curing the breach and Mooie besede continues to be in default of compliance with its obligations also after this term.

8.4 Liability of Mooie besede for indirect damage, which shall include consequential damage, loss of profit, lost savings and loss due to business interruption, is expressly excluded.

8.5 The Client exempts Mooie besede from claims made by third parties, which arise from - or else are in connection with - the execution of the agreement.

8.6 Client shall be liable for all damage incurred by Mooie besede as a result of a breach attributable to the Client in compliance with the obligations arising from the agreement and these general terms.

 

Article 9: Force majeure

9.1 Mooie besede shall not be obliged to comply with its obligations from the agreement in case compliance has become impossible due to force majeure. If the situation of force majeure continues to exist during a term of two months, either party shall be entitled to terminate the agreement. All that, pursuant to the agreement, has already been performed, shall be settled pro rata.

9.2 In its activities Mooie besede is dependent on the cooperation, services and deliveries of third parties, which Mooie besede can exert little or no influence on. Therefore, Mooie besede can in no way whatsoever be held liable for whatever damage arising from a situation where within the breach is attributable to a third party that Mooie besede has concluded an agreement with.

9.3 Apart from the prov ision in paragraph 9.2 force majeure shall most certainly include all statutory provisions and legal precedents relevant thereto.

 

Article 10: Applicable law and disputes

10.1 All legal relations Mooie besede is party to shall exclusively be governed by Dutch law.

10.2 Client and Mooie besede shall not appeal to the court until after they have made every effort to resolve a dispute in mutual consultation.

10.3 Unless mandatory legal provisions prescribe otherwise, at first instance the competent court of The Hague in the Netherlands shall have jurisdiction to hear disputes between Mooie besede and the Client.