Delivery conditions

Delivery conditions Eisma Media Groep, as of September 2016

GENERAL PROVISIONS

  1. APPLICABILITY

1.1 The present conditions are a part of all our offers and agreements and are applicable to all deliveries and/or services and/or activities carried out pursuant to these agreements.

1.2 Additional and/or deviating conditions – also intended to include purchasing conditions – of the client are not a part of the agreement and do not, therefore, bind us, unless we have expressly accepted those conditions in writing, in which case these conditions remain effective for the rest and will prevail in case of inconsistencies.

1.3 In case these conditions are altered intermediately, the altered version of these conditions will be a part of any agreement concluded after the moment the modification has become effective.

  1. OFFER, ADOPTION AGREEMENT

2.1 All quotations and offers are entirely non-committal, unless expressly established otherwise.

2.2 All price lists, brochures and other information provided with an offer are specified with the greatest possible accuracy. These are only binding for us if they have been emphatically confirmed by us in writing. All data/information provided upon an offer remain our (intellectual) property and must be returned to us upon our first request.

2.3 The agreement is concluded by the placement of a written or verbal order by the client and our acceptance of the order. The client accepts these general conditions through his written or verbal order. If an offer is accepted by the client, we have the right to revoke this offer within 3 days after notification of the acceptance.

2.4 Any possible additional arrangements or modifications made later, as well as (verbal) agreements and/or commitments by our staff or made on behalf of us by our sellers, agents, representatives or other intermediaries only bind us if they have been confirmed by us in writing.

2.5 Any agreement is entered into on our part under the cancellation clause that the client – at our sole discretion – proves to be sufficiently credit-worthy for the total fulfillment of the agreement.

2.6 Upon or after entering into the agreement, we have the right, before performing (further), to demand security from the client that both payment and other obligations will be complied with.

2.7 We have the right to have the agreement (partially) implemented by third parties.

  1. PRICES AND INVOICES

3.1 Sale and delivery, i.e. implementation of activities and/or services, take place against the prices applicable at the moment of order. We have the right to modify the prices annually or intermediately if external factors give rise to this.

3.2 The prices referred to in article 3.1 are listed in euros, exclusive of VAT and administration/shipping costs, unless emphatically stated or established otherwise.

3.3 Invoicing takes place as soon after delivery as possible, unless emphatically agreed otherwise.

  1. DELIVERY AND DELIVERY TIME

4.1 Delivery takes place within 30 days after receipt of the order. Activities are commenced within 30 days after assignment, unless different terms are established. If the client does not have a residence or place of establishment in the Netherlands, we will deliver the goods, i.e. start with the implementation of the activities and/or services, as soon as possible. Terms agreed upon are never to be considered strict time limits.

4.2 On-line services as a part of which digital subscriptions are supplied by way of the provision of log-in data and the provision of access on-line.

4.3 An assignment and/or order granted can be cancelled within fourteen days after the order and/or assignment free of charges, unless a start has already been made with the activities which are to be carried out. For on-line services whereby on-line access is immediately granted, this reflection period of 14 days is not applicable.

4.4 In case delivery, i.e. the implementation cannot take place within the 30-day term intended in article 4.1, we will communicate to the client the expected delivery and/or implementation date as soon as possible, though no later than seven weeks after receipt of the order, to the client either in writing or verbally. For the duration of 8 days after receipt of this communication, client will have the right to declare the adopted agreement rescinded unilaterally without any charges. This declaration must be made in writing and must be received by us no later than the eighth day following the day of receipt of the announcement intended in article 4.2, in the absence of which the client can no longer rescind the agreement on account of the late delivery of goods and/or implementation of activities and/or services, and can neither claim compensation of damages on this account from us. The preceding does not apply if the late delivery is attributable to changes to the order submitted by the client.

  1. FORCE MAJEURE

5.1 In a situation of force majeure, by which is intended any circumstance which cannot be attributed to us and which renders the delivery of goods and/or the implementation of activities and/or services impossible, we are relived from our obligations pursuant to the concluded agreement. In the event of force majeure, the client cannot claim compensation of damages suffered by him from us.

5.2 In case of temporary force majeure, we have the right to extend the 30-day term intended in article 4.1 with the period of time during which the temporary impediment to deliver and/or provide pertains. We are obligated to communicate the delay in writing or verbally forthwith, including the reason for it.

5.3 After receipt of the announcement intended in article 5.2, the client has the right to declare the agreement rescinded unilaterally and without charges, if it cannot reasonably be demanded from the client that he will still accept the goods, i.e. activities and/or services following the delay. To this statement, article 4.3 is correspondingly applicable.

  1. COMPLAINTS

6.1 The client must communicate the complaints about the goods delivered to, i.e. the activities and/or services conducted for him, within 8 days after the delivery has taken pace, that is, the conducted work has been delivered, in writing, including a clear description of the complaints to us, in the absence of which any claim on us with regard to defects in/to the delivered goods, i.e. the conducted activities and/or services lapses.

6.2 If goods other than those ordered by him are delivered to the client and/or if they are damaged, the client has the right to send them back to us. The costs of such a return shipment are borne by us.

6.3 The client is obligated to return the goods to be shipped back to us in adequate packaging and must state the reasons for returning the goods in writing, unless it is emphatically established otherwise. After receipt of the returned goods we are exclusively held, on condition we deem the return justified, to still deliver the goods ordered by the client. We are not liable, however, for the damage incurred by the client as a result. This provision is not applicable to customized work.

  1. RETENTION OF PROPERTY AND (ADDITIONAL) SECURITY

7.1 We retain the property of all goods, as long as the client has not fully complied with his/her payment obligations towards us pursuant to any agreement on the delivery of goods and/or the execution of activities and/or services. Claims with regard to shortcomings in compliance with such an agreement are therein included.

7.2 As long as the client is not yet the proprietor of the goods, he does not have the right without our prior written consent to alienate the goods, nor to encumber them or otherwise dispose of the goods in any way whatsoever.

7.3 We are entitled at all times to have removed the delivered goods, on grounds of what is stipulated in this article, from the client or their holders in the event the client does not fulfill his obligations. The client must cooperate towards this purpose on pain of a fine of € 1,000 per day that he fails to comply.

7.4 In the event of the selling off by the client of goods not, or not fully paid, the client is liable for any possible damage which is incurred as a result.

  1. PAYMENT, INTEREST AND COSTS, RESCISSION AGREEMENT

8.1 Payment must take place within 14 days after invoice date, unless it is emphatically established otherwise.

8.2 Without emphatic written permission, it is not permitted to the client to set off his payment obligation against a claim of the client on us on whatever account.

8.3 We have the right at all times to demand advance payment, cash payment, or security for payment from the client.

8.4 In case of overrunning the payment term, we have the right to apply the statutory interest, without prior notice or summation, from the expiry date of the invoice. To calculate the interest, a part of a month is considered an entire month.

8.5 In case of non-payment or of late payment or otherwise in the event of the inadequate compliance of any obligation towards us which the client is subject to, we have the right to charge the client with the judicial costs and the extrajudicial (collection) costs, without prejudice to our right to bill the costs which have effectively been incurred, in case the latter exceed the former amounts.

8.6 Without prejudice to the provisions in this article, we have the right to extrajudicially rescind the agreement in the event of non or non-timely payment or of inadequate compliance with any obligation the buyer is subject to, without any prior default notice, and to cease further deliveries, i.e. the conducting of activities and/or services, without prejudice to the right to claim the damage resulting from the rescission of the agreement from the client.

  1. LIABILITY AND SAFEGUARDS

9.1 We only accept liability for damage incurred by the counterparty which is the consequence of the inadequacy of goods delivered by us or of activities and/or services conducted by us, relative to legal requirements or other requirements imposed by the authorities, or which result from erroneous delivery, if and to the extent this liability is covered by our insurance, up to the amount of the disbursement made by the insurance company.

9.2 If our insurance for whatever reason does not provide coverage, or does not or only partially disburses the damage, our liability is limited to the net invoice value of the delivered goods and/or services.

9.3 We are not liable for damage suffered by the client or by any third parties as a consequence of editorial and/or substantive inaccuracies and/or incompleteness of the goods delivered by us, unless there is a situation of intent or gross negligence on our part.

9.4 The client is responsible and liable for all material, content, and information furnished to us which is used by us to implement the acquired assignment. The client guarantees that through the use of the furnished material, content, and information, no third-party rights will be infringed on and no rules or relevant standards will be violated. The content delivered by us must always be approved by the client before this content is published externally. The client bears final responsibility for publication.

9.5 We are not liable for damage incurred by the client or by any third party which is the result of the incorrect and/or inexpert use by the client or any third party of the goods and/or services delivered by us.

9.6 The client safeguards us against all third-party claims for the compensation of any type of damage which is the consequence of or related to our delivery of goods and/or services.

  1. INTELLECTUAL PROPERTY CLAUSE

10.1 All titles of intellectual property to the goods or services delivered or made available pursuant to the agreement, including printed publications, software, websites, data files, devices or other material such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, lie exclusively with us or our suppliers, unless it is emphatically established otherwise in writing. The application of article 8 of the law on copyright, Auteurswet, is emphatically excluded.

10.2 The client exclusively obtains the user’s rights which are attributed expressly by these conditions or in legislation. Any other or more comprehensive right of the client to the multiplication of printed publications, software, websites, data files, or other material is prohibited. A title or use belonging to the client is not exclusive and not transferable to third parties and is limited to normal use of the matters delivered or made available. The user’s right is furthermore limited to the purpose, medium, numbers, or duration mentioned in the agreement, or to any other manner of reduction of its extent.

10.3 The client safeguards us against any possible violation of intellectual property rights with regard to material supplied by the client or by third parties deployed by the client. We do not guarantee that used material is not subject to intellectual property rights or that third-party title holders have consented to the intended use.

10.4 We have the right at any moment to withdraw the user’s right on grounds which are justifiable for us, after the client has been notified in writing by us of the intention to withdraw the user’s right.

  1. APPLICABLE LAW AND DISPUTE SETTLEMENT

11.1 To all our offers, agreements, as well as to their implementation Netherlands legislation is exclusively applicable, to the exclusion of the United Nations treaty on international purchase agreements regarding movable property (Vienna, 11 April 1980; TRB 1981, 184; 1986, 61).

11.2 The Dutch text of these conditions is binding. In case one or more of the provisions in these conditions is void or annullable due to incompatibility with the law, the other provisions remain fully effective.

11.3 With regard to the interpretation of terms of international commerce, the “incoterms” as prepared by the International Chamber of Commerce in Paris (ICC) are applicable.

11.4 The general conditions of the client are not applicable and are emphatically rejected.

11.5 All disputes flowing from or related to the agreements concluded between us and the counterparty will be submitted exclusively to the competent court of law of the district of Leeuwarden, to the extent legal provisions do not constitute an obstacle to this.

SPECIAL PROVISIONS

  1. APPLICABILITY

1.1  The general provisions of these conditions are applicable to the matters arranged for in these special provisions, to the extent they are not deviated from emphatically in the special provisions.

  1. MAGAZINE SUBSCRIPTIONS

2.1 Subscriptions to magazines run per subscription year and are invoiced prior to or upon the start of each subscription year for the entire subscription year, unless it is emphatically established otherwise. The subscription price is inclusive of VAT and shipping costs, unless expressly stated otherwise.

2.2 Subscriptions to magazines can commence at any desired moment. If a subscription does not start at the beginning of the subscription year, we are nevertheless entitled to charge the subscription costs for an entire year.

2.3 The issues of the relevant subscription year already delivered upon the start of the subscription are supplied upon request, to the extent they are still in stock at the moment of request. The subscription price due for this back-delivery is proportional to the part of the relevant subscription year which has already expired. Invoicing takes place as soon as possible after delivery.

2.4 Subscriptions to magazines must be cancelled no later than one month prior to the end of the current subscription year in writing, in the absence of which the subscription is tacitly renewed for a twelve-month term.

  1. MAGAZINE AND (CARD-)SYSTEM SUBSCRIPTIONS WITH PAGE PRICE

3.1 Subscriptions to magazines and (card-)systems with a page price run by subscription year, though they may commence at any desired time. The subscription price is inclusive of VAT and (possible) storage material, and exclusive of administration/shipping costs, unless emphatically stated otherwise.

3.2 Invoicing takes place before or at the start of each subscription period and applies for the entire subscription year. To the extent a subscription does not commence upon the start of a subscription year, the subscription is invoiced as soon as possible after the first delivery, for the remainder of the relevant subscription year.

3.3 The issues of the relevant subscription year already released at the start of the subscription are delivered upon request, to the extent still in stock at the moment of request. The subscription price due for this back-delivery is proportional to the part of the relevant subscription year which has already expired. Invoicing takes place as soon as possible after delivery.

3.4 The invoicing of subscription-related goods takes place by way of an advance sum based on the estimated number of pages to be released in the relevant subscription year. Upon conclusion of the subscription year, on the basis of the actually released number of pages the amount billed in excess or insufficiently will be set off, unless it is emphatically stated or established otherwise.

3.5 Subscriptions to a magazine or card-system with a page price must be cancelled in writing no later than one month before the end of the current subscription year, in the absence of which the subscription is tacitly renewed for a twelve-month term.

  1. SUBSCRIPTIONS TO BOOK SERIES

4.1 Subscriptions to book series comprise the delivery of new volumes, at the moment the subscription starts yet to be released re-prints of already existing volumes, as well as additions to already delivered volumes.

4.2 The volumes of a book series already existing at the start of the subscription are delivered upon request, to the extent they are still in stock at the moment of request.

4.3 Invoicing takes place for each volume of a book series separately, within two months after its delivery.

4.4 Subscriptions to book series must be cancelled no later than one month before the end of the current subscription year, in the absence of which the subscription is tacitly renewed for a twelve-month term.

  1. LOOSE-LEAF PUBLICATIONS AND ON-LINE SERVICES

5.1 By purchasing a loose-leaf publication, one simultaneously subscribes, until the moment of cancellation but for a minimum term of one year, to be counted from the moment of delivery of the loose-leaf publication, to the supplements and instalments to be released for the relevant loose-leaf publication.

5.2 The invoicing of the loose-leaf publications, supplements, and instalments, as well as the on-line services takes place as soon as possible after delivery. On-line services are delivered by way of the provision of log-in data and the granting of on-line access.

5.3 Subscriptions to loose-leaf publications as well as to on-line services must be cancelled in writing no later than one month before the end of the current (subscription) year, in the absence of which the subscription or service will be tacitly renewed for a twelve-month term.

  1. PLACEMENT OF ADVERTISEMENTS

6.1 The placement of advertisements is carried out in accordance with the last applicable version of the advertising standards “Regelen voor het Advertentiewezen Stichting ROTA”, without prejudice to what is elsewhere stipulated in these conditions.

6.2 In case of conflict between these conditions and ‘Regelen voor het Advertentiewezen Stichting ROTA’, the latter rules prevail.

  1. RENTAL RIGHTS

7.1 To rent out our products, express written permission is required, which can be further agreed on, with the exception of consumable material (such as exercise books), teacher manuals, software, and digital teaching material.

  1. CONTENT MARKETING

8.1 An agreement for the implementation of content marketing is adopted for an unlimited period of time or otherwise until the moment that the established products and/or services have been delivered.

8.2 We will carry out the granted assignment to the best of our abilities, insights, and capabilities. We thereby retain the required editorial and creative freedom to carry out the assignment at our own discretion. Any possible indications of the client with regard to the assignment to be carried out will be taken to heart but can never be forcibly imposed.

8.3 With reference to article 9.4 of these conditions, the liability for the delivered material, content, and information, as well as for the final result, lies with the client.

8.4 If required, we have the right to have the agreement implemented (partially) by third parties.