General conditions

The general conditions were filed with the Chamber of Commerce in Groningen on January 3, 2006 under No. 02090821.

1. General
1.1 These conditions are applicable to all quotes, offers and agreements concerning the performance of (onward) supplies and/or services and/or work by Mediaproducts BV to/for the Buyer and, furthermore, to all (other) legal acts between Mediaproducts BV and the Buyer, including negotiation and other pre-contractual situations.
1.2 Insofar as a legal relationship already exists between parties, these conditions will replace any general conditions already in existence.
1.3 Terms which differ from these conditions will only be effective in case and insofar as Mediaproducts BV has confirmed them expressly and in writing to the Buyer.
1.4 Should Mediaproducts BV wish to amend the content of these conditions, the amended conditions will apply from the moment the Buyer is notified of this amendment, unless the Buyer raises objections thereto within fourteen days after notification, in which case Mediaproducts BV will be entitled to terminate the existing Agreement subject to 4 (four) weeks’ notice. In the absence of such a termination, the Agreement will prevail under the conditions then in force.
1.5 Any conditions of the Buyers will not be applicable unless and insofar as they have been expressly recognized in writing by Mediaproducts BV.

2. Definitions
2.1 In these conditions, the following terms have the following meanings:
a. Mediaproducts BV: the private limited company Mediaproducts BV, having its registered office in Groningen, as well as its successors by universal or particular title, hereinafter to be referred to as “MP”.
b. Buyer: any person or legal entity who enters into an Agreement with MP, or who has received a quote/offer from MP or with whom MP has entered into some legal relationship or on whose behalf MP performs any legal acts.
c. Agreement: the Agreement between MP and the Buyer relating to the delivery and purchase of products and/or services, set out in the signed order confirmation sent by MP, hereinafter to be referred to as “Order Confirmation”, and as further provided for in these conditions, as well as additions and/or amendments thereto/thereof agreed upon in writing between the Buyer and MP, or any other agreement concluded between the parties.
d. Service: the (onward) supplies and/or services and/or work carried out by MP.
e. Initial delivery date: the initial date of delivery as stipulated in the signed Order Confirmation sent by MP or such earlier date as delivery actually takes place.

3. Quote
3.1 All quotes by MP are without obligation. Quotes are valid for one (1) month, unless stated otherwise in the quote. Unless stated otherwise in writing, each quote will be based on execution under normal circumstances and during regular working hours and on information, data, documents and suchlike supplied by the Buyer.
3.2 Where a quote/offer is accompanied by budgets, plans, catalogues or other documents, these will remain the property of MP at all times and should be returned postage paid to MP on demand. Any images and technical specifications provided with a quote/offer and other information in prospectuses/brochures will have been given as accurately as possible, but will at all times be of an indicative nature. Information will only be binding in the event it has been expressly confirmed in writing. It may not be duplicated or submitted to third parties for inspection without MP’s permission.
3.3 Oral promises and agreements between the Buyer and employees of MP will not be binding on MP until after and insofar as they have been confirmed in writing by MP. All staff members and workers are in this connection to be regarded as employees, insofar as they are not legally authorized to represent MP in that respect.
3.4 Quotes and Agreements issued or concluded through the intermediation of agents, representatives or intermediaries will not be binding on MP until after and insofar as they have been confirmed in writing by MP.

4. Agreements
4.1 An Agreement – including any additions or amendments thereto/thereof – which is entered into orally will not become effective until the day MP has sent a written Order Confirmation.
4.2 An Order Confirmation issued by MP will be regarded as accurate and complete unless the Buyer states its objections to MP in writing within eight (8) days following the date of dispatch of this written document.
4.3 After the expiry of the initial contract term agreed upon in the Agreement, the Agreement will be automatically extended by one (1) year periods under the same conditions and at the market rate then in force, unless the Agreement has been terminated by one of the parties by registered letter towards the end of the contract term or in accordance with the contract term laid down in this paragraph, subject to at least three (3) months’ notice.

5. Price and payment
5.1 MP will be authorized to pass on existing or new taxes, levies and surcharges to the Buyer. MP will specify these taxes, levies and surcharges on the invoice in as much detail as possible. All prices will be based on delivery ex MP, its warehouse or other storage facility, exclusive of turnover tax (VAT) and other levies imposed by the government and exclusive of the costs of assembly, mounting, packaging, loading and unloading, transport and insurance, unless expressly stated otherwise.
5.2 Unless agreed otherwise, all invoices will be paid by the Buyer within 30 days of the invoice date.
5.3 In the event the Buyer does not pay the amounts due within the term agreed upon, the Buyer will be legally in default without further notice of default, and the Buyer will owe the applicable statutory interest on the outstanding amount, plus five (5) %. At the end of each month, the amount on which the interest is calculated will be increased by the interest due over that month. In the event MP grants a postponement for the provision of a service to the Buyer, the new term will invariably have a strict deadline.
5.4 In the event the Buyer fails to pay the debt within the payment term, the claim may be passed on for collection. In that case, the Buyer will also be obliged to fully reimburse judicial and extrajudicial costs, including lawyer’s fees, in addition to the amount then outstanding and the statutory interest.
5.5 Settlement by the Buyer of the amounts owing to the Buyer by MP is not possible.
5.6 In case MP has reason to doubt the creditworthiness of the Buyer, MP will be entitled to demand an advance or additional security, for example, by means of a deposit. The deposit will be repaid by MP when, in MP’s reasonable opinion, a security deposit is no longer necessary and in any event as soon as possible after the termination of the Agreement, after deduction of any amounts still owing to MP by the Buyer.
5.7 MP will be allowed to charge on price increases in the cost-price as well as an annual indexation.
5.8 Any objections to invoices, specifications, descriptions or prices should be communicated to MP in writing within ten (10) days, failing which, barring proof to the contrary, the invoice will be assumed to be correct.
5.9 In case of regularly recurring payments (in any event when the Buyer can be reasonably expected to have to make at least 3 payments), the Buyer will be obliged, if MP so requests, to issue a direct debit mandate.

6. Delivery
6.1 Unless agreed otherwise, delivery will take place ex our factory/workshop (ex works). Our place of business will count as the place of delivery.
6.2 The moment when purchased items are ready to be transported will count as the time of delivery.
6.3 When, following the expiry of the delivery period, the items have not been taken possession of by the Buyer, they will be stored at its disposal, at the expense and risk of the Buyer. After a period of 30 days, MP will be entitled to regard the agreement as cancelled and to charge the Buyer accordingly.

7. Delivery Period
7.1 All (delivery) periods specified by MP will, to the best of its knowledge, have been established on the basis of information which was known to MP at the time of entering into the Agreement, and will be observed as much as possible. A single failure to meet a specified (delivery) period will not render MP in default.
7.2 MP and the Buyer will consult as soon as possible in the event a period looks likely to be exceeded.
7.3 MP will not be obliged to abide by delivery periods which, on account of conditions beyond its control that have taken place after entering into the Agreement, can no longer be met.
8. Transport/risk
8.1 In case no further instructions have been issued by the Buyer to MP, the mode of transport, shipment, packaging and suchlike will be determined by PM with due care.
8.2 The transport/shipment of goods will always take place at the expense and risk of the Buyer, even when delivery carriage paid has been agreed upon or the carrier demands that delivery notes, way-bills and suchlike contain the clause that any damage in transit will be at the expense and risk of the sender.
8.2 Delivery carriage paid will only take place in case this has been agreed upon in writing between the parties.
8.3 The Buyer will be responsible for the insurance of the goods during transport/shipment, unless otherwise expressly agreed in writing.
8.4 The risk of that which has been delivered will pass to the Buyer the moment the goods leave our factory/workshop, or after notification to the Buyer that the goods are ready to be transported.
8.5 Any specific wishes the Buyer may have with regard to transport/shipment will only be carried out if the Buyer has expressly agreed to bear the additional costs thereof.
8.6 MP will be entitled to charge a fee for durable packaging materials, which will be specified on the invoice. When MP charges such a fee, it will be settled after the return - in pristine condition - of the packaging material. This settlement can only take place after the Buyer has received a credit invoice from MP to this effect.

9. Suspension
9.1 If, and as long as, the Buyer fails to fulfil an obligation under the Agreement, or in case of MP’s obvious misgivings about the fulfilment by the Buyer, MP will be entitled, without prejudice to any other rights of MP, to suspend its obligations. Obvious misgivings will in any event constitute situations in which the items of property of the Buyer are seized, the Buyer applies for a moratorium, is in a state of liquidation or has otherwise lost the power to dispose of its capital or in the event of shutdown or liquidation of the Buyer’s business. MP will be entitled to recover all the costs and damage it has incurred and will have to incur in connection with the disruption of the delivery on account of non-fulfilment on the part of the Buyer, from the Buyer. The use by MP of its authority as referred to in this article cannot result in MP’s liability for any damage resulting therefrom.
9.2 The disruption of the delivery referred to in this article will not be undone until after the cause has been removed and MP’s expenses resulting from the interruption and resumption, as well as any actual loss incurred by MP in connection herewith, have been paid in full. MP will be entitled to impose further conditions on the resumption of the delivery. In that case, MP will be entitled to demand an advance or additional security.

10. Amendment of the Agreement and extra work.
10.1 If, during the execution of the Agreement, it appears to be necessary to modify or supplement the work which is to be carried out for a proper execution of the Agreement, the parties will amend the Agreement accordingly in a timely manner and in consultation. In the event the preparations for the Service which is to be provided have progressed to such a degree that alteration is, within reason, no longer possible, the Buyer will be obliged to purchase the Service.
10.2 In the event the parties agree to amend or supplement the Agreement, this may influence the time of completion of the execution. MP will inform the Buyer as soon as possible about this.
10.3 In case the amendment of or additions to the Agreement have financial or qualitative consequences, MP will inform the Buyer hereof (in advance), unless the financial consequences are obvious to the Buyer. In case a fixed honorarium has been agreed upon, MP will, in addition, indicate to what extent the amendment of or additions to the Agreement will cause this honorarium to be exceeded.

11. Execution of the Agreement
11.1 In case and insofar as the proper execution of the Agreements so demands, MP will be entitled to outsource a number of activities to third parties. In such a case, the general conditions under consideration will also have been stipulated on behalf of those third parties.

12. Force Majeure
12.1 None of the parties are obliged to fulfil any obligations if they are prevented from doing so as a result of force majeure. Force majeure on the part of MP includes in any event any circumstance beyond MP’s control, as a result of which the fulfilment of (the relevant part of) its obligations to the Buyer is hindered, delayed or rendered uneconomical, or as a result of which, in MP’s reasonable opinion, it cannot be expected to fulfil these obligations. Force majeure also includes a non-attributable breach of MP’s suppliers.
12.2 When a situation of force majeure has persisted for more than ninety days, the parties will be entitled to terminate the Agreement in writing. That which has already been achieved in accordance with the Agreement will be settled pro rata, without any outstanding debts remaining between the parties.
12.3 The parties will inform each other promptly of any situation of force majeure.

13. Warranty
13.1 With due observance of the limitations set out below, MP warrants the proper function, the construction as well as the soundness of the materials used and the soundness of the work carried out by MP during a period of 6 months. This warranty implies that, in the event of shortcomings which come to light during the warranty period and in regard to which a complaint has been submitted in a timely manner, MP will either resupply free of charge, repair the item concerned free of charge or credit the Buyer with all due reasonableness wholly or in part for the invoice value of the item concerned, all this at MP’s discretion. The warranty period will take effect from the time of delivery.
13.2 MP supplies normal trade quality unless, when placing the order, the Buyer makes special demands on the materials to be used and/or the execution of the order, and these have been accepted in writing by MP.
13.3 MP does not guarantee that the items produced will be suitable for the purpose which the Buyer and third parties have in mind, even when this purpose has been made known to MP. MP does not provide a warranty on any samples it has supplied.
13.4 The warranty which MP provides on parts or additional material purchased from third parties will not exceed the warranty provided to MP by these third-party suppliers.
13.5 MP will not be obliged to fulfil any warranty obligations in the event that:
a. MP has indicated in a timely manner that it cannot agree to a choice of material and/or procedure prescribed by the Buyer;
b. work and/or alterations and/or repairs on/of that which has been delivered are carried out by the Buyer and/or third parties, or the maintenance instructions supplied by MP have not been carefully followed;
c. defects are the result of improper use or omission on the part of the Buyer or its staff;
d. that which has been delivered is not being used in accordance with the agreed use and, in default thereof, the standard use;
e. defects are the result of the unsoundness of parts or materials provided by the Buyer;
f. defects are the result of normal wear and tear.
13.6 When MP replaces parts in order to fulfil its warranty obligation, the replaced parts will become the property of MP.
13.7 When the Buyer does not, partially or not in a timely manner fulfil an obligation following from the agreement concluded between the parties, MP will not be obliged to provide a warranty.

14. Liability; indemnities
14.1 MP’s liability due to an attributable breach of the Agreement will be restricted to fulfilling the warranty set out in the previous article.
14.2 MP will never be obliged to pay alternative compensation or additional damages as a result of consequential damage, except in case and insofar as the actual loss incurred was inflicted due to intentional act or gross negligence by MP itself or MP’s managers. Consequential damage includes in any event lost turnover, production damage, loss of profits and stagnation damage.
14.3 MP’s liability due to an attributable breach of the Agreement only arises in the event the Buyer promptly and properly declares MP in default in writing, setting a reasonable term in which the breach can be remedied, and MP continues to be in breach of its obligations after that term. The notice of default should contain a description with as much detail as possible of the shortcoming, so that MP will be able to respond adequately.
14.4 In all cases in which MP is obliged to pay compensation, it will never exceed the invoice value (exclusive of VAT) of the delivered item as a result of which or in connection with which the damage was caused.
14.5 A condition for the existence of any right to compensation following from a wrongful act is that the Buyer report the damage to MP in writing immediately after its occurrence.
14.6 Any conditions restricting, excluding or defining liability that can be used by MP’s suppliers or sub-contractors against MP in connection with the delivered items may also be used by MP against the Buyer.
14.7 The employees of MP or auxiliary persons brought in by MP for the execution of the agreement can, with respect to the Buyer, invoke all means of defence that can be derived from the Agreement, as though they were themselves party to that Agreement.
14.8 The Buyer indemnifies MP from all claims made by third parties with respect to product liability as a result of a defect in the products or the system supplied by the Buyer to a third party and which consisted in part of products supplied by MP.

15. Complaints
15.1 Communications relating to defects and delivered items should, with the exception of that which has been stipulated in subsection 3, have taken place within eight (8) days of their discovery, but within the warranty period, by means of a registered letter specifying the noted defects. The Buyer will be obliged to inspect that which has been delivered as well as the packaging for any deficiencies and/or visible damage immediately on delivery, or to carry out this inspection after notification by MP that the items are at the disposal of the Buyer. Complaints resulting from any deficiencies and/or visible damage discovered during this inspection should be reported immediately to MP. In case the aforementioned terms are exceeded, any claims against MP relating to those defects will lapse, and the complaint will not be handled by MP. Any legal actions with respect to MP should be commenced within half a year on penalty of lapse of rights, after a claim has been enforced in a timely manner as stipulated in the first phrase of this subsection.
15.2 Minor and/or customary defects, margins or tolerances will never be cause for any complaint.
15.3 After the expiry of the complaint period and after the resale or adaptation/processing of that which has been delivered, the Buyer will be expected to have approved that which has been delivered and the invoice respectively. In that case, MP will no longer handle any complaints.

16. Transfer of rights and obligations
16.1 MP will be permitted, and the Buyer will grant permission for this, to transfer the rights and obligations set out in the Agreement with the Buyer to third parties.
16.2 The Buyer will not be entitled to transfer its rights and obligations under the Agreement to
any third party without MP’s prior written permission.

17. Retention of title
17.1 MP will retain title to all the items supplied to the Buyer until all debts to MP, including interest and expenses, with regard to items which have been or will be delivered to the Buyer by MP pursuant to the Agreement, or work that was also or will also be carried out for the Buyer in accordance with such an agreement, as well as relating to the debts, including interest and expenses, on account of the Buyer’s breach of contract, have been paid. The Buyer will be obliged to handle and keep the items supplied subject to retention of title with due caution.
17.2 If any obligation by the Buyer to MP under an agreement, as stated in subsection 1, to deliver items or carry out work is not fulfilled or fulfilled in a timely manner, MP will be entitled to take back the items supplied subject to retention of title without further notice of default.

18. Termination and suspension
18.1. In the event items of property of the Buyer are seized, the Buyer applies for a moratorium, is declared bankrupt or otherwise loses the power to dispose of its capital, or in the event of shutdown or liquidation of the Buyer’s business, MP will have the right to suspend (the further) execution of all the agreement(s) entered into with the Buyer, or to terminate these agreement(s) wholly or in part, without prejudice to MP’s right to additional damages or alternative compensation.
18.2. In the event the Buyer does not fulfil one of its obligations to MP, or MP fears that the Buyer will not fulfil its obligations and the Buyer is unable to provide adequate security for the fulfilment of its obligations on demand by MP, the Buyer will be in default and MP will have the right to terminate the Agreement(s) wholly or in part without notice of default or judicial intervention, without prejudice to MP’s right to additional damages or alternative compensation.
18.3. As a result of the execution of subsections 1 and/or 2, MP will not be obliged to pay any compensation.
18.4. In case an event takes place as referred to in subsections 1 and/or 2, all MP’s claims against the Buyer will be immediately and wholly due and payable. The Buyer will be obliged to take the necessary measures to enable MP to effectuate its rights.

19. Applicable Law
19.1 The Agreement between MP and the Buyer will be governed by Dutch law.
19.2 Any disputes which might arise between MP and the Buyer in connection with an Agreement concluded by MP and the Buyer or in connection with any further Agreements resulting therefrom will, insofar as the District Court has jurisdiction, be settled by the competent court in Groningen.
19.3 In addition, MP will retain its full rights to submit disputes to a court which is competent according to the law.