Delivery conditions

GENERAL CONDITIONS OF SALE AND DELIVERY
KRB Communications B.V.

Article 1 Definition

In these terms of delivery, the following definitions shall apply:

Client: the natural or legal person who has commissioned KRB to produce goods or to perform work.

Article 2 Applicability of these terms and conditions

These general sales and delivery conditions shall apply to all offers made by KRB and agreements concluded with KRB. They shall be deemed to be known as soon as client receives any writing from KRB referring to these terms and conditions.
General terms and conditions of the client shall apply only if it has been expressly agreed in writing that they shall apply to the agreement between the parties to the exclusion of these Terms of Sale and Delivery.

Article 3 Quotations

Quotations are always without obligation unless they contain a deadline for acceptance or are otherwise expressly agreed upon.
KRB shall only be bound by offers made by it if the acceptance thereof is confirmed by the client in writing within one month.

Article 4 Execution of the Agreement

KRB shall execute the order in accordance with the requirements of good workmanship. If and to the extent required by the order, KRB has the right to have certain work performed outside of the client
by third parties.
The client shall ensure that all information necessary for the execution of the order is provided to KRB in a timely manner. If the client fails to do so, KRB shall have the right to suspend the execution of the order and/or charge the client for the damage resulting from the delay.
KRB shall not be liable for damages of any kind incurred as a result of the client providing incorrect and/or incomplete information. The client is otherwise fully responsible for the purport and content of the texts and other works created and indemnifies KRB in and out of court against claims by third parties.

Article 5 Changes to the assignment

Changes to the original order of any kind made in writing by or on behalf of the client that cause a change in cost will be settled with the client.
The client may still require changes in the execution of the order after the order has been granted, provided that such changes have been brought to KRB’s knowledge in writing and before the execution of the order has commenced and are also reasonably still possible. If the changes are given verbally or by telephone/telefax, the risk of the changes not being carried out or not being carried out correctly shall be borne by the client.
Changes, after an order already issued, may result in KRB exceeding the originally agreed delivery time. KRB does not accept any liability in this regard.

Article 6 Cancellation of the assignment

The client shall be entitled to cancel an order given to KRB before KRB has begun executing it, provided that the client compensates KRB for the damage it incurs as a result, i.e. losses suffered and lost profits.

Article 7 Property of the client

With respect to custody, use, handling, processing and shipment of all goods entrusted to KRB by or on behalf of the client, KRB shall bear no liability.

Article 8 Prizes

All prices quoted by KRB are exclusive of sales tax (VAT).
The price quoted by KRB for the work to be performed by it shall apply only to the work in accordance with specifications agreed upon with the client.
In the case of a composite order, there is no obligation to deliver a portion of the total performance at the amount specified for this portion in the agreement or at a proportionate part of the price specified for the whole.
If no price has been agreed upon between the client and KRB, but only a price has been issued by way of estimate or the agreed price may be changed pursuant to these General Terms and Conditions of Sale and Delivery, the price respectively the change shall be set at an amount considered reasonable in the advertising industry.

Article 9 Price Changes

KRB shall have the right to increase the agreed price when one or more of the following circumstances occurs after the conclusion of the agreement: increase of costs of materials, semi-finished products or services (including those of third parties) required for the execution of the agreement, increase of shipping costs, of wages, employer’s contributions, social insurances, introduction of new and increase of existing government levies on raw materials, energy or residues, a significant change in currency exchange rates or, in general, circumstances similar to the above.
Extra elaborate texts, unclear copy or photos, unclear sketches, drawings or models, data files, inadequate manner of delivery of the materials or products to be delivered by the client that require KRB to perform more work or incur more costs than it could reasonably have expected at the time of entering into the agreement, shall be grounds for increasing the agreed price.
In case of changes as mentioned in this article, the client shall have the option to dissolve the agreement with KRB within three months after learning of a price increase, without the client being entitled to compensation.

Article 10 Payment

Invoices sent to the client must be paid within 14 days of the invoice date, without the client being able to invoke any discount, set-off or suspension. In case of late payment, the client shall immediately be in default, without a notice of default being required by or on behalf of KRB. Complaints against invoices must be made in writing within eight days of receipt of the invoice.
Any partial delivery, which includes the delivery of parts of a composite order, may be invoiced separately by KRB.
KRB may suspend future deliveries as long as the client has not fulfilled its payment obligations regarding deliveries already made. Furthermore, KRB shall have the right to require the client to provide a proper bank guarantee as additional security in case KRB enters into continuing performance agreements with third parties for or on behalf of the client, or if KRB is justified in doubting that the client fails to meet its obligations.
KRB may require payment in installments for orders requiring long processing or production time, as well as for orders involving large sums of money. The installment amounts to be billed will be agreed upon in advance in writing. KRB may also require payment based on advance invoices to be sent monthly, which will be settled at the end of the assignment.
If the client fails to pay a sent invoice or an advance charged within the term referred to in paragraph 1 of this article, he shall be deemed to be in default by operation of law and KRB
without any notice of default, the right to charge contractual interest of 1% per month from the due date of the invoice, plus 15% extrajudicial collection costs, with a minimum of €350.

Article 11 Mode of delivery; retention of title

KRB is not obliged to deliver already manufactured goods in parts, unless otherwise agreed upon in writing.
Every delivery of goods by KRB to the client shall take place under reservation of ownership thereof until the client has paid all that it is bound to pay under the agreement concluded with KRB, including contractual interest, damages and costs already due.
If transport of the goods to be delivered has been agreed, this shall be at the client’s expense and risk. Transportation includes transmission of data by means of the telephone network and any similar transmission by any technical means. The acceptance of KRB’s goods by the carrier shall be evidence that such goods were in externally good condition, unless the contrary is evidenced by the bill of lading or receipt.
KRB is not in charge of storing the goods to be delivered, unless expressly agreed upon. If storage takes place, it shall be at the client’s expense and risk. In addition, KRB shall not be liable for damage, loss or destruction of items made available to the client.

Article 12 Termination

Either party may terminate the agreement at any time, provided the termination is in writing and with reasons. In this case, the parties must observe a notice period of at least three months.
As of the date of termination of the agreement and as soon as all outstanding invoices have been paid, KRB shall return to the client all property belonging to the client or send to the acquiring advertising agency at its request. This is done at the client’s expense and risk.

Article 13 Term of delivery

Any term of delivery specified by KRB shall, unless it is expressly stated in writing that it is a deadline, be indicative only. KRB is, even with an agreed upon deadline ter-
mine, shall not be in default until client has given KRB notice of default.
KRB’s commitment to an agreed deadline for delivery shall lapse if the client has changed the order or fails to fulfill any obligation under the agreement itself.
In the execution of the agreement by KRB, the client shall be bound to do all that is reasonably necessary or desirable to enable timely delivery by KRB.
If the client fails to comply with the provisions of the agreement, an agreed deadline for delivery shall no longer be binding and the client shall be in default without written notice of default by KRB being required. KRB shall then, without prejudice to its rights under the law, be authorized to suspend the performance of the agreement until the client has remedied such default. Thereafter, KRB will still execute the agreement within a reasonable time.

Article 14 Examination upon delivery

After delivery, the client is bound to immediately examine whether KRB has properly executed the order and is further bound to immediately notify KRB in writing as soon as the contrary becomes apparent. The client must make the aforementioned examination and the relevant notification within no more than five days of delivery.
The fulfillment of the agreement shall be deemed between the parties to be proper if the client has failed to make the examination or notification referred to in paragraph 1 of this article in a timely manner.
KRB’s performance shall in any case be deemed sound between the parties if the client has put the delivered goods or a part thereof to use, has treated or processed them, has delivered them to third parties or has allowed them to be put to use, has had them treated or processed or has had them delivered to third parties, even if the client has observed the provisions of the first paragraph of this article.

Article 15 Typesetting, printing or other proofs

The client is obliged to carefully examine the proofs received from KRB, whether or not at its request, for errors and defects and to return them to KRB corrected or approved without delay.
Approval of the tests by the client shall constitute recognition that KRB has correctly performed the work preceding the tests.
KRB shall not be liable for discrepancies, errors and defects that went undetected in proofs approved or corrected by the client.
Color files presented digitally to the client by KRB for review are not intended as an assessment of the final colors. The final result will always be different in terms of color, as each monitor setting is different again. Therefore, complaints referring to this type of color file will not be considered by KRB.

Article 16 Derogations

Deviations between the work delivered, on the one hand, and the original design, drawing, photograph, copy or model, on the other hand, cannot constitute grounds for rejection, discount, dissolution of the agreement or compensation, if they are of minor significance.
More or less deliveries in relation to the agreed number are permitted, if they do not exceed or fall below 10%.
With regard to the quality and grammage of paper and cardboard, deviations of minor importance shall be considered deviations allowed by virtue of the tolerance standards stated in the General Sales Conditions of the Association of Paper Wholesalers.
Deviations in the other materials and semi-finished products used by KRB that are permitted under the general terms and conditions of sale relating to the delivery of such materials and semi-finished products shall be considered deviations of minor importance.

Article 17 Copyrights

The client warrants to KRB that by the performance of the agreement and in particular by the reproduction or disclosure of all goods received from the client no infringement will occur
to rights that third parties may assert under the Copyright Act or other national or international laws and regulations. The client shall indemnify KRB both in and out of court against all claims that third parties may enforce under the aforementioned laws or regulations.
If any doubt arises as to the correctness of rights asserted by third parties as referred to in paragraph 1 of this article, KRB shall have the right to suspend the performance of the agreement until such time as it has been irrevocably established that KRB has not infringed any such rights by performing the agreement.
Unless otherwise expressly agreed upon in writing, KRB shall always remain the owner of the copyright that may arise on the works produced by it in the performance of the agreement in the broadest sense of the word.
All goods to be delivered or supplied by KRB, even if or to the extent that no copyright or other legal protection for KRB exists in respect of the design in question, may not be reproduced or disclosed without its written consent, whether or not as part of any production process.
After delivery by KRB, the client acquires the non-exclusive right to use the works produced by KRB under the agreement within the meaning of the Copyright Act. The aforementioned right to
use is, however, limited to the right of normal use of the items delivered and, in particular, does not include the use for reproduction or publication of these items as part of any production process.

Article 18 Property Rights

All products manufactured by KRB shall remain inalienable property of KRB, even if they are listed as a separate item on the offer, in the offer or the invoice. These products may not be copied, reproduced or otherwise used or made available to third parties without written permission.
KRB shall not be bound to deliver to client the items referred to in paragraph 1 of this article.
KRB is not obliged to keep the items referred to in the first paragraph of this article for the client. If KRB and the client agree in writing that these items shall be stored by KRB, this shall be done at the client’s risk and for the duration of no more than six months and without KRB guaranteeing their suitability for repeated use.

Article 19 Force majeure

Shortcomings of KRB in the fulfillment of the agreement cannot be attributed to it, if they are not due to its fault, nor are they for its account under the law, the agreement or generally accepted practice.
Any failure of KRB to perform the agreement as a result of war, mobilization, riots, floods, other impediments to transport, stagnation in, respectively limitation or cessation of supply by public utility companies, lack of means for the generation of energy, fire, breakdown of machinery and other accidents, strikes, lockouts, actions by trade unions lack of manpower, export limitations, other governmental measures, non-delivery of necessary materials and semi-finished products by third parties, intent or gross negligence of auxiliary persons and other similar circumstances, shall be considered as circumstances that cannot be attributed to KRB and shall not entitle the client to rescind the agreement or to claim damages.

Article 20 Liability

KRB’s liability under the agreement with the client shall be limited to such amount as is proportionate to the agreed price by standards of reasonableness and fairness,
with a maximum of €10,000.
KRB shall not be liable for damage of any nature whatsoever, which arises because or after client has put the manufactured goods into use after delivery, has treated or processed them, has delivered them to third parties, or has had them put into use, has had them treated or processed, or has had them delivered to third parties, respectively.
If KRB is held liable by a third party in respect of any damage for which it is not liable under the agreement with the client, the client shall fully indemnify KRB in this respect and reimburse KRB for everything it is required to pay to such third party.

Article 21 Final provisions

Orders for the execution of campaigns in media are also subject to the current Advertising Industry Regulations, insofar as they do not conflict with these terms and conditions.
To orders requiring the delivery of printed matter or other graphic products, the terms and conditions of delivery for the Graphic Industry shall also apply, to the extent not inconsistent with these terms and conditions.
application.

Article 22 Applicable law

The agreement between KRB and the client shall be governed by Dutch law.
Any disputes arising under agreements concluded with KRB that cannot be resolved by mutual agreement shall be submitted exclusively to the court having jurisdiction according to the nature of the dispute in
the district of Zutphen.
These terms and conditions form an inseparable part of all agreements entered into with KRB. A copy of these terms and conditions will be sent promptly upon request.