A. GENERAL
VALIDITY
Article 1.
These general terms of contract constitute an integrated part of our offers, and thus of any agreement in any field entered into by us. Should parties after mutual consultation wish to deviate from any conditions, our written confirmation is required.
OFFERS
Article 2.
All offers are without engagement and can not be split. All details stated in the offer are included to the best of our knowledge and ability, without the client deriving any rights from them.
AGREEMENT
Article 3.
An agreement is only valid after our written acknowledgement of the order. Agreements entered into by any of our personnel are binding only after written acknowledgement by our board of management. The above also applies to any amendments to existing agreements, barring pricechanges. On accepting our offer the client is assumed to have enquired after and agreed with our standard rates.
PRICES
Article 4.
Our prices are valid 30 days, or as stated in our pricelist and/or quotations as well as during the agreed period.
In case of taxe-changes, public levies, etcetera, anywhere in the world, we reserve the right to pass on these price adjustments.
FORCE MAJEURE
Article 5.
Should we by force majeure - as stated in art. 6:75 of the civil code - be unable to wholly or partly fulfil an agreement, or to fultil it on time, we reserve the right to cancel or temporarily suspend the agreement insofar as we have not yet fulfilled it, without the client on that ground having any claim towards us.
DAMAGE
Article 6.
Our client is responsible for any damage to property and equipment belonging to him, us or third parties caused by himself, his personnel, or third parties appointed by him or by his personnel.
Article 7.
Any damage sustained is at the expense of the client. If as a result of the afore-mentioned liability damage could be sustained, the client can by written request effect an insurance against this possibility; the level of insurance must be set by the client, we do not accept liability for any underinsurance.
COMPLAINTS
Article 8.
Complaints not lodged in writing and received by us within eight days of delivery of purchased property, of the actual transfer of leased property or commissioned manufacturers, or of the completion of the work, will not be considered. They constitute no ground for suspension of payment.
PAYMENT/RESERVATION OF TITLE
Article 9.
Invoices are payable within 30 days of the date of invoice unless expressly agreed otherwise. If any term is exceeded, however, after we have sent a reminder and notice of default 1% interest of the amount payable will be charged for each month, any part of a month counting for a whole month, that the term of payment is exceeded.
If any term is exceeded the entire outstanding amount owed is payable on demand without notice of default being required.
Any materials, etcetera, owned by the client and made available to us will only be returned against receipt when all payments due by the client have been made.
We reserve title to the goods delivered pending payment in full of the purchase price and of all costs relation to the order of delivery or of service, including all additional costs. We reserve the right at all times to demand full or partial advance payment or progress payment.
COLLECTION CHARGES
Article 10.
After we have sent a reminder and notice of default all judicial and extra-judicial costs involved in recovering payments in and out of court, are entirely at the expense of our clients.
DISPUTES
Article 11.
With regard to all disputes arising from or related to agreements and transactions entered into by us, Dutch law is applicable, irrespective of the domicile and/or nationality of our client, and irrespective of the location of the actual delivery of goods and/or performance of services.
B. SPECIAL
EXECUTION OF VIDEO OPERATIONS AND OF VIDEO-TECHNICAL SERVICES
QUALITY
Article 12.
The quality of our work is to a large extent dependent on the quality of the material presented by the client.
Nevertheless, we try to achieve the highest quality possible with our equipment, which is regularly checked for technical condition, without being liable to guarantee the result.
Any wear and tear, reported in writing by us, to the master material presented to us or produced by us, resulting in inferior quality of copies to be made by us, never constitutes ground for the rejection of subsequently placed orders, nor for liability with regard to said master material. Research has shown that master tapes are subject to wear and tear.
With regard to master tapes entrusted to us we guarantee that the material (mostly video tapes) will be stored in accordance with the manufacturer's instructions.
After a period of one year we can no longer accept liability for the reuse of this material.
LIABILITY
Article 13.
All the materials entrusted to us, such as video tapes, films, documents and other materials for reproduction or recording, wil be treated by us with the utmost care. However, we disclaim any liability for damage to or loss of materials transferred to us, through whatever cause except malice or gross negligence on our part.
Valuable or irreplaceable unique copies must be insured by the client at his own risk and expense, the insurers abandoning in advance any right of recourse against us.
PRESENTATION BY CLIENT OF MATERIAL
Article 14.
All films, video tapes, video files, etcetera, for copying must be presented to us stating the exact length, format or duration.
This duration is extended by us by 2 x 30 seconds for the inclusion of a technically sound head leader and tail leader, as well as of a code in order to potect both our and the client's rights, the foregoing at our discretion.
All prices are based on the presentation of the films, video tapes etcetera for copying ready for use, and on the assumption that the tapes, films etcetera for recording fall within the tolerance specifications as stipulated by the manufacturer.
DELIVERY OF FULFILLED ORDERS AND CUSTODY CHARGES
Article 15.
If the client has agreed to collect on a specified date at our company site the product made by us and the materials transferred to us, and fails to do so within a maximum of seven days, we reserve the right to return these materials to the client postge due by registered mail.
COPYRIGHTS
Article 16.
The client indemnifies us in advance against any third-party liability in respect of infringementof copyrights and/or related rights ensuing from the copying, duplication, editing and recording by us on behalf of the client of films, video tapes, TV-broadcasts et cetera.
CANCELLATIONS
Article 17.
We reserve the right, before or during a production, to refuse or discontinue said production for whatever reason.
If a production is discontinued, all operations performed will be charged at cost.
However, any downpayments will never be refunded.
We will refuse any order if in our judgement on account of our collaboration in or execution of the order we risk criminal and/or civil proceedings.
If an option has not been either converted into a firm order or cancelled, both in writing, at least five days prior to the option day(s), the option is automatically cancelled.
We reserve the right to demand a decision within four hours by option holders as to the conversion of their options into firm orders.
In the event of the cancellation of a firm order all costs incurred by us preceding the cancellation will be charged to the client irrespective of the above liability to pay; on determining the final amount payable to us by the client, these costs, to be fully reimbursed by the client, will be deducted from the quotation.
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