GENERAL TERMS AND CONDITIONS OF SALE
Freebee Map LTD registrated trade 207648390
1. Applicability
These Conditions form part of all agreements and apply to all(other) acts and legal acts between Freebee Map LTD and the client, even if those (legal) acts may not lead to, or not in connection with, an agreement. The applicability of any general condition of the client is by Freebee Map LTD expressly rejected.
2. Offer and acceptance/quotes and
indications
2.1 An offer (or quotation) from Freebee Map LTD does not bind it and only serves as an invitation to the placing of an order by the client.
2.2 An agreement comes into effect when Freebee
Map LTD accepts an order from the client in writing client's order in writing by means of an order confirmation or by execution of the order. If Freebee Map LTD carries out any performance on request before full agreement has been reached on the price and payment conditions for that performance, the client shall pay Freebee Map LTD for it in accordance with the rates then in effect at Freebee Map LTD
To the extent that Client accepts an offer from Freebee Map LTD with deviations of minor significance, such deviations shall not form part of the agreement and the agreement comes about according to the offer of Freebee Map LTD.
2.3 All quotations by Freebee Map LTD are carefully done but Freebee Map LTD can not guarantee that no deviations will occur. Shown or provided samples, drawings or models are only indications of the Products. Only in case of serious deviations from the Freebee Map LTD or from the drawings or models models, dissolution may take place.
3. Prices
All Freebee Map LTD prices are expressed in Euros and exclusive of sales tax, unless otherwise indicated. otherwise indicated. Any change in the factors affecting the price of Freebee Map LTD, including cost prices, exchange rates and levies or taxes, Freebee Map LTD can pass on to client. If the increase takes place within three months after the assignment, the client can dissolve the dissolve the agreement under the obligation to pay the delivered to Freebee Map LTD at the prices and rates agreed upon for that purpose.
4. Payment
4.1 Payment by the client must, without discount or deduction or deduction, within a (final) term of 14 days after the invoice date. after the invoice date to Freebee Map LTD.
4.2 Client shall not be entitled to set-off unless this is permitted by a final judgement.
4.3 In case of reasonable doubt regarding the creditworthiness of of the client, Freebee Map LTD shall be entitled, Before (further) performance, to demand from the client that demand from the client that advance payment is made or that sufficient security in default of which Freebee Map LTD is entitled to suspend its activities suspend or terminate its activities with immediate effect Without prejudice to the right of Freebee Map LTD to payment for work already done and damages.
4.4. If Client fails to pay in full and/or timely payment, Freebee Map LTD shall always be entitled to suspend its suspend its obligations immediately and exclude client from further participation in current projects and publications.
4.5 After expiration of the payment term, the Client shall, without further notice of default, owe a interest of 1.5% per month. Each time after end of a year, the amount on which the interest shall be increased by the interest due over that year. If client also after the expiry of a further term of payment paid in full, he shall owe Freebee Map LTD all extrajudicial and judicial costs, including reasonable costs for legal assistance in or out of proceedings, to be reimbursed. If by Freebee Map LTD, for reasons of goodwill or otherwise, the client for the performance of any performance, the new deadline shall always have a fatal character.
4.6 As an additional service, your location on the map will be indicative with a reference to your name and address details; no rights may be derived from any . No rights can be derived from any incorrect reference
5. Delivery Time
5.1 The delivery time quoted by Freebee Map LTD delivery time is based on the time at the time of concluding the agreement for Freebee Map LTD and, insofar as dependent on performances of third parties, on the data provided by those third parties provided to Freebee Map LTD. The delivery time and/or execution time shall be by Freebee Map LTD as much as possible be observed However, it is not a deadline and can, if there are reasonable grounds exist, by Freebee Map LTD. by (at least) eight weeks.
5.2 Said deadlines shall commence on the date of the written order confirmation by Freebee Map LTD. If client is required to provide data, the deadlines shall run from the day of receipt by Freebee Map LTD, but not earlier than the date of the written order confirmation.
5.3 If any deadline is exceeded, the client shall not be entitled to (damage) compensation. Nor shall the client in that case be entitled to rescind or terminate the agreement, unless the exceeding of the term is such that client cannot reasonably be required cannot reasonably be required to maintain (the relevant part of) the agreement. Client is then entitled, after notice of default containing a reasonable reasonable further term for compliance, to dissolve dissolve or cancel the agreement by registered letter, but only insofar as is strictly necessary
5.4 Freebee Map LTD shall be entitled to change the publication date of the media output in which client participates to a subsequent next edition if Freebee Map LTD, due to due to insufficient participation of other participants cannot, in its reasonable opinion, achieve a profitable edition. Within three weeks after Freebee Map LTD has given a notice to that effect to the to the client, the client shall be the right to dissolve the agreement without parties mutually owe each other any compensation. owe each other any compensation.
6. Distribution
6.1 In the event that Freebee Map LTD on behalf of the client is part of to the assignment, Freebee Map LTD shall make every effort to ensure make every effort to have careful distribution take place The choice in the way(s) and possible pace of distribution is at the reasonable - professional - judgment of Freebee Map LTD and is also determined by the availability and quality of the necessary required third parties (disseminators).
6.2 Response of third parties to the thus distributed is not guaranteed by Freebee Map LTD and the lack thereof shall never constitute grounds for suspension or cancellation of the payment obligations of the Client. Any periodic (instalment) payment obligation of client is independent of the manner and progress of the distribution.
7. Force Majeure
7.1 If Freebee Map LTD fails to meet its obligations due to a non Force majeure shall In any case, any delay or or impediment caused by suppliers and/or other or other auxiliary persons engaged by or on behalf of Freebee Map LTD in the execution of its work. activities. attributable failure ("force majeure"), Freebee Map LTD cannot its obligations to Client, those obligations shall be suspended for the duration of the force majeure condition. If the force majeure condition has lasted three months, both parties shall have the right to dissolve the agreement in whole or in part in writing.rescission.
7.2 Force majeure of Freebee Map LTD shall mean shall mean any circumstance beyond the control of Freebee Map LTD independent circumstance, as a result of which the fulfilment
of (the relevant part of) its obligations towards obligations towards the client is prevented, delayed or made uneconomic or as a result of hich the fulfilment of these obligations cannot reasonably be required of Freebee Map LTD.
8. Intellectual property
8.1 The intellectual property rights of the products manufactured by Freebee Map LTD for the client produced for the client belong to Freebee Map LTD unless expressly agreed otherwise in writing.agreed otherwise. This also applies to products that build on a design subject to ntellectual property rights of the Client. Freebee Map LTD declares that, to the best of its nowledge, the Products do not infringe on any ntellectual property rights applicable intellectual roperty rights of third parties. However, Freebee ap LTD cannot not indemnify for any nfringements of intellectual property rights of third parties. 8.2 If Freebee Map LTD manufactures Products or has them manufactured Products or has them manufactured under specific
Client on the basis of a design not originating rom Freebee Map LTD, the client shall indemnify Freebee Map LTD against all infringements relating to (the manufacture and use of) the products.to (the manufacture and use of) the Products on intellectual property rights of third parties.
8.3 Client guarantees not to infringe (nor permit or enable third parties to do so) any intellectual property rights of Freebee Map LTD, or its suppliers, in respect of the Products, for example by copying, editing or reproducing the Products. copying, editing or reproducing the Products
9. Complaints
9.1 Complaints regarding defects in the delivered goods must be submitted within 8 days after these defects could reasonably have been detected,at least within 14 days after completion of the order.order shall be notified in writing to Freebee Map LTD.communicated. The client shall not be intitled to advertising if he has not fulfilled his obligations under the agreement towards Freebee Map LTD have not been fulfilled.
9.2 If timely, correct and justified claims have been made, Freebee Map LTD shall have the choice of rectifying the defect either to deliver the agreed (new) goods or to give a discount on the price. By satisfying to one of these performances within a reasonable period of time, Freebee Map LTD discharged its obligations and it shall not be liable for compensation.
9.3 If the defect is due to errors of third parties, Freebee Map LTD shall never be subject to any further guarantee or liability towards the client than to which Freebee Map LTD towards those third parties can claim with respect to these third parties
10. Retention of title
10.1 The goods delivered by Freebee Map LTD shall remain property of Freebee Map LTD until full payment by the payment by the client of the claims of Freebee Map LTD from this or similar greements as well as the similar agreements as well as the claims on the client for attributable shortcomings in the fulfillment of such bligations from such said agreements including claims for penalties, interest and costs.
10.2 As long as the delivered goods are the property of Freebee Map LTD, the client shall not be allowed To change, alienate or transfer them in any way, encumber or in any way give them to a third party in any way.
11. Right of Lien
Freebee Map LTD shall be entitled to retain everything directly or indirectly related to the order, including everything provided by or on behalf of Freebee Map LTD as well as that which Freebee Map LTD in the context of the assignment to keep possession of it until the moment when the client has fulfilled all his contractual and and legal obligations towards Freebee Map LTD plus any interest and costs
12. Risk of information storage.
Any damage or loss of information stored at Freebee Map LTD or third parties shall be at the Client is for the account and risk of the client unless Freebee Map LTD has demonstrably failed in its obligation of careful storage. Freebee Map LTD shall be permitted to store the entrusted information to be stored under use of automated systems
13. Liability and Indemnity
13.1 Freebee Map LTD shall not be liable for any (in) direct damage of the client or third parties including consequential damage. Client shall indemnify Freebee Map LTD for claims from third parties, for whatever reason. Client shall indemnify Freebee Map LTD for claims of third parties, on any account whatsoever.
13.2 The liability of Freebee Map LTD, from for whatever reason, is in any case limited to the amount it receives in the relevant case from its corporate liability insurer or,if no payment on the basis of insurance can take place: to the amount of the invoice value exclusive of VAT, of the relevant (partial) commission to which the alleged liability relates with a maximum of € 5,000.
13.3 The aforementioned limitations of liability not apply insofar as the damage in question damage was caused by intent or deliberate recklessness of the management of Freebee Map LTD. Except in the case of intentional or deliberate recklessness of the management of Freebee Map LTD, the client shall indemnify Freebee Map LTD against all claims from third parties, for whatever reason regarding compensation for damages.
14. Anti-solicitation clause
14.1 Client shall, during the term of this Agreement and for two years following termination there of not recruit any employees of Freebee Map LTD, except with the express written consent of Freebee Map LTD, employ or otherwise, directly or indirectly, for itself.
14.2 Employees in this context shall mean natural and / or legal persons who in the context of the work carried out by Freebee Map LTD - or its affiliated companies - are engaged during the During the term of the agreement with client.
15. Dissolution
Freebee Map LTD shall be entitled by written declaration to (extra)judicially dissolve the agreement. dissolve the agreement - in addition to he cases mentioned in the law - if the client as applied for a moratorium,applied for suspension of payment, is declared bankrupt or ceases its business
16. Applicable law and competent court
These Conditions, as well as all agreements are governed by Dutch law. Insofar as national or national or international rules of law do not rescribe otherwise prescribed, all disputes etween between parties will be submitted to the competent court.
1. Applicability
These Conditions form part of all
agreements and apply to all
(other) acts and legal acts between
Freebee Map LTD and the client, even if
those (legal) acts may not lead to, or
not in connection with, an agreement. The
applicability of any general condition
of the client is by Freebee Map LTD
expressly rejected.
2. Offer and acceptance/quotes and
indications
2.1 An offer (or quotation) from Freebee Map
LTD does not bind it and only serves as an invitation
to the placing of an order by the client.
2.2 An agreement comes into effect when Freebee
Map LTD accepts an order from the client in writing
client's order in writing by means of an order confirmation or by
execution of the order. If Freebee
Map LTD carries out any performance on request before
full agreement has been reached on the price
and payment conditions for that performance, the
client shall pay Freebee Map LTD for it
in accordance with the rates then in effect at Freebee Map LTD
To the extent that Client accepts an offer from Freebee Map
LTD with deviations of minor
significance, such deviations shall not form part of
the agreement and the agreement comes about
according to the offer of Freebee Map LTD.
2.3 All quotations by Freebee Map LTD are carefully
done but Freebee Map LTD can not guarantee
that no deviations will occur.
Shown or provided samples, drawings or
models are only indications of the
Products. Only in case of serious deviations from the
Freebee Map LTD or from the drawings or models
models, dissolution may take place.
3. Prices
All Freebee Map LTD prices are expressed in
Euros and exclusive of sales tax, unless otherwise indicated.
otherwise indicated. Any change in the factors
affecting the price of Freebee Map LTD,
including cost prices, exchange rates and levies or
taxes, Freebee Map LTD can pass on to
client. If the increase takes place within
three months after the assignment, the client can dissolve the
dissolve the agreement under the obligation to pay the
delivered to Freebee Map LTD at the
prices and rates agreed upon for that purpose.
4. Payment
4.1 Payment by the client must, without discount or deduction
or deduction, within a (final) term of 14 days after the invoice date.
after the invoice date to Freebee Map LTD.
4.2 Client shall not be entitled to set-off
4.2 Client shall not be entitled to set-off unless this is permitted by a final
judgement.
4.3 In case of reasonable doubt regarding the creditworthiness of
of the client, Freebee Map LTD shall be entitled,
Before (further) performance, to demand from the client that
demand from the client that advance payment is made or that
sufficient security in default of which
Freebee Map LTD is entitled to suspend its activities
suspend or terminate its activities with immediate effect
Without prejudice to the right of Freebee Map
LTD to payment for work already done
and damages.
4.4. If Client fails to pay in full and/or
timely payment, Freebee Map LTD shall always be entitled to suspend its
suspend its obligations immediately and
exclude client from further participation in
current projects and publications.
4.5 After expiration of the payment term, the
Client shall, without further notice of default, owe an
interest of 1.5% per month. Each time after
end of a year, the amount on which the
interest shall be increased by the interest due over that
year. If client also after
the expiry of a further term of payment
paid in full, he shall owe Freebee Map LTD all
extrajudicial and judicial costs, including
reasonable costs for legal assistance in or out of proceedings,
to be reimbursed. If by Freebee Map
LTD, for reasons of goodwill or otherwise, the
client for the performance of any
performance, the new deadline shall
always have a fatal character.
4.6 As an additional service, your location on the map will be
indicative with a reference to your
name and address details; no rights may be derived from any
No rights can be derived from any incorrect reference.
5. Delivery Time
5.1 The delivery time quoted by Freebee Map LTD
delivery time is based on the time
at the time of concluding the agreement for Freebee
Map LTD and, insofar as
dependent on performances of third parties, on the data provided by those
third parties provided to Freebee Map LTD.
The delivery time and/or execution time shall be
by Freebee Map LTD as much as possible be observed
However, it is not a deadline and can, if there are reasonable
reasonable grounds exist, by Freebee Map LTD.
LTD by (at least) eight weeks.
5.2 Said deadlines shall commence on the date of the
written order confirmation by Freebee Map LTD.
I f client is required to provide data,
the deadlines shall run from the day of receipt
by Freebee Map LTD, but not earlier than the
date of the written order confirmation.
5.3 If any deadline is exceeded, the
client shall not be entitled to (damage) compensation.
Nor shall the client in that case be entitled
to rescind or terminate the agreement,
unless the exceeding of the term is such that
client cannot reasonably be required
cannot reasonably be required to maintain (the relevant part of) the agreement.
agreement. Client is then
entitled, after notice of default containing a reasonable
reasonable further term for compliance, to dissolve
dissolve or cancel the agreement by registered letter,
but only insofar as is strictly necessary
5.4 Freebee Map LTD shall be entitled to change the
publication date of the media output in which
client participates to a subsequent
next edition if Freebee Map LTD, due to
due to insufficient participation of other
participants cannot, in its reasonable opinion, achieve a
profitable edition. Within three weeks after
Freebee Map LTD has given a notice to that effect to the
to the client, the client shall be
the right to dissolve the agreement without
parties mutually owe each other any compensation.
owe each other any compensation.
6. Distribution
6.1 In the event that Freebee Map
LTD on behalf of the client is part of
to the assignment, Freebee Map LTD shall make every effort to ensure
make every effort to have careful distribution take place.
take place. The choice in the way(s) and possible pace
of distribution is at the reasonable - professional -
judgment of Freebee Map LTD and is also determined
by the availability and quality of the necessary
required third parties (disseminators).
6.2 Response of third parties to the thus distributed
is not guaranteed by Freebee Map LTD and
the lack thereof shall never constitute grounds for
suspension or cancellation of the payment obligations
of the Client. Any periodic (instalment)
payment obligation of client is independent of the manner
and progress of the distribution.
7. Force Majeure
7.1 If Freebee Map LTD fails to meet its obligations due to a non Force majeure shall
In any case, any delay or
or impediment caused by suppliers and/or other
or other auxiliary persons engaged by or on behalf of Freebee
Map LTD in the execution of its work.
activities.
attributable failure ("force majeure"), Freebee Map LTD cannot
its obligations to Client,
those obligations shall be suspended for the duration of
the force majeure condition. If the force majeure condition
has lasted three months, both parties shall have the
right to dissolve the agreement in whole or in part in writing.
rescission.
7.2 Force majeure of Freebee Map LTD shall mean
shall mean any circumstance beyond the control of Freebee Map LTD
independent circumstance, as a result of which the fulfilment
of (the relevant part of) its obligations towards
obligations towards the client is prevented, delayed or made
uneconomic or as a result of which the fulfilment of
these obligations cannot reasonably be required of Freebee
Map LTD.
8. Intellectual property
8.1 The intellectual property rights of the
products manufactured by Freebee Map LTD for the client
produced for the client belong to Freebee Map
LTD unless expressly agreed otherwise in writing.
agreed otherwise. This also applies to Products
that build on a design subject to intellectual
property rights of the Client. Freebee
Map LTD declares that, to the best of its knowledge, the
Products do not infringe on any intellectual property rights
applicable intellectual property rights of
third parties. However, Freebee Map LTD cannot
not indemnify for any infringements of intellectual
property rights of third parties. 8.2 If Freebee Map LTD manufactures Products or has them manufactured
Products or has them manufactured under specific
Client on the basis of a design not originating from
Freebee Map LTD, the client shall indemnify Freebee Map LTD
Freebee Map LTD against all infringements relating to (the manufacture and use of) the Products.
to (the manufacture and use of) the Products
on intellectual property rights of third parties.
8.3 Client guarantees not to infringe
(nor permit or enable third parties to do so)
any intellectual property rights of Freebee Map
LTD, or its suppliers, in respect of
the Products, for example by copying, editing or reproducing the Products.
copying, editing or reproducing the Products
9. Complaints
9.1 Complaints regarding defects in the delivered goods
must be submitted within 8 days after these defects could
could reasonably have been detected,
at least within 14 days after completion of the order.
order shall be notified in writing to Freebee Map LTD.
communicated. The client shall not be entitled to
advertising if he has not fulfilled his obligations under the agreement
towards Freebee Map LTD have not been fulfilled.
9.2 If timely, correct and justified claims have been made,
Freebee Map LTD shall have the choice of rectifying the defect
either to deliver the agreed (new) goods
or to give a discount on the price. By satisfying
to one of these performances within a reasonable period of time, Freebee Map
Freebee Map LTD discharged its obligations and
it shall not be liable for compensation.
9.3 If the defect is due to errors
of third parties, Freebee Map LTD shall never be subject to any
further guarantee or liability towards
towards the client than to which
Freebee Map LTD towards those third parties
can claim with respect to these third parties
10. Retention of title
10.1 The goods delivered by Freebee Map LTD shall remain
property of Freebee Map LTD until full payment by the
payment by the client of the claims of
Freebee Map LTD from this or similar agreements as well as the
similar agreements as well as the claims
on the client for attributable shortcomings in the
fulfillment of such obligations from such
said agreements including
claims for penalties, interest and costs.
10.2 As long as the delivered goods are the property of
Freebee Map LTD, the client shall not be allowed
To change, alienate or transfer them in any way,
encumber or in any way give them in use to a third party.
to a third party in any way.
11. Right of Lien
Freebee Map LTD shall be entitled to retain everything directly or
indirectly related to the order, including
including everything provided by or on behalf of
Freebee Map LTD as well as that which
Freebee Map LTD in the context of the assignment
to keep possession of it until the moment
when the client has fulfilled all his contractual and
and legal obligations towards Freebee Map LTD
Freebee Map LTD plus any interest and costs
12. Risk of information storage.
Any damage or loss of information stored at Freebee
Map LTD or third parties shall be at the
Client is for the account and risk of the
client unless Freebee Map LTD has demonstrably
failed in its obligation of careful
storage. Freebee Map LTD shall be permitted to store the
entrusted information to be stored under
use of automated systems
13. Liability and Indemnity
13.1 Freebee Map LTD shall not be liable for any (in)
direct damage of the client or third parties including
including consequential damage. Client shall indemnify Freebee
Map LTD for claims from third parties, for whatever reason.
Client shall indemnify Freebee Map LTD for claims of third parties, on any account whatsoever.
13.2 The liability of Freebee Map LTD, from
for whatever reason, is in any case limited to
The amount it receives in the relevant case from its
corporate liability insurer or,
if no payment on the basis of insurance can
can take place: to the amount of the invoice value
exclusive of VAT, of the relevant (partial) commission
to which the alleged liability relates
with a maximum of € 5,000.
13.3 The aforementioned limitations of liability
not apply insofar as the damage in question
damage was caused by intent or deliberate
recklessness of the management of Freebee
Map LTD. Except in the case of intentional or deliberate
recklessness of the management of Freebee Map
LTD, the client shall indemnify Freebee Map LTD against
all claims from third parties, for whatever reason,
regarding compensation for damages.
14. Anti-solicitation clause
14.1 Client shall, during the term of this
Agreement and for two years following termination thereof
not recruit any employees of Freebee Map LTD, except with the
express written consent of Freebee
Map LTD, employ or otherwise,
directly or indirectly, for itself.
14.2 Employees in this context shall mean
natural and / or legal persons who in the context of
the work carried out by Freebee Map LTD - or its affiliated
companies - are engaged during the
During the term of the agreement with
client.
15. Dissolution
Freebee Map LTD shall be entitled by written
declaration to (extra)judicially dissolve the agreement.
dissolve the agreement - in addition to the cases mentioned in the law - if
If the client has applied for a moratorium
applied for suspension of payment, is declared bankrupt or
ceases its business
16. Applicable law and competent court
These Conditions, as well as all agreements
are governed by Dutch law. Insofar as national or
national or international rules of law do not prescribe
otherwise prescribed, all disputes between
between parties will be submitted to the competent
court.
================================================== ========================