General binding delivery conditions

2. OFFERS
2.1 - All offers and quotations, made in whatever form, are free of commitment, unless an express statement to the contrary has been made.
2.2 - Quotations are made in Dutch guilders, exclusive of VAT, unless stated otherwise.
2.3 - Orders based on a price-list are executed at the rates ruling at the time of delivery, unless the term between the receipt of the order and the agreed or usual delivery date is no more than 30 days, in which case orders will be carried out at the rates quoted in the price-list ruling at the date of order.
2.4 - If an order or contract is made other than based on a price-list, the prices and conditions then agreed upon shall rule.
2.5 - Changes in the order made by the customer afterwards, pertaining to kind and/or degree of difficulty and/or size of the delivery, may result in changes in the quotation.

3. - ACCEPTANCE OF ORDERS AND MANNER OF EXECUTION
3.1 - An order is always accepted on condition that, for instance after perusal of a text that is to be translated, or after being informed of other assignments, we maintain the right to return the order within a reasonable time, without being liable to any compensation for damages.
3.2 - An order on basis of a price-list is accepted, unless we have expressly informed the customer to the contrary, within three working days after receipt thereof.
3.3 - We are obliged to execute the order to the best of our knowledge and ability. We shall take into consideration any indications given by the customer (for instance use of certain terminology in a text that is to be translated), insofar as we consider this sensible.

4. - LIABILITY FOR SERVICES RENDERED AND PRODUCTIONS DELIVERED
4.1 - We are authorized to have orders given to us carried out by third parties entirely or partly, which leaves our liability towards the customer in full force.
4.2 - Our liability for damages in case of failure suffered by the customer is, even if this failure also implies a tort, restricted to the damage that is provable and a direct result of that failure, with the principal sum of the order as maximum.
4.3 - The customer indemnifies us against claims of third parties.
4.4 - Ambiguity of texts that are to be translated exonerates us of any liability. Nor are we liable for damage that the buyer of oral or written translation work suffers as a result of errors, defaults, wrong use of idioms or other mistakes, unless we can be seriously blamed. This also applies in case of, for instance, a less than optimal quality of pr-productions.
4.5 - We are not liable for losses of profit and turnover ensuing from our possible defaults suffered by the customer. For damage suffered by the customer (including the damage for which the customer is liable towards third parties), ensuing from bodily harm, illness and death, our liability towards the customer or towards all customers together, is restricted to 1 (one) million guilders per event and to 2 (two) million guilders per calendar year. The final determination of remunerations to be settled shall not take place until after termination of each calendar year, while in case of several customers and/or several events a proportional division of the latter amount shall take place.

5. - MORE THAN ONE CUSTOMER
5.1 - In case there are two or more customers for one and the same delivery, each of them is jointly and severally liable for the full compliance with the agreement(s) they together made with us.

6. - DELIVERY
6.1 - Delivery times are indicated as accurately as possible, but always free of commitment. When the promised term is exceeded by more than four weeks, for a reason other than force majeure, the customer is entitled to withdraw from the contractual obligation. In this case we shall not be held to any remuneration of damages.
6.2 - In case of an intermediate alteration of the order in relation to the size and/or degree of difficulty, we are authorized to change the delivery term accordingly, without being obliged to further notification.
6.3 - In case an order is withdrawn by the customer for a reason other than force majeure, the customer is obliged to remunerate that part of the order that has at that moment already been executed.
6.4 - In case of flaws, imperfections in the delivered product, or a delayed delivery, the customer is authorized to rescind the agreement entirely or partly, unilaterally, without legal mediation, if a deadline has been agreed upon and has passed, or else after he has again given us the opportunity to perform properly without avail.
6.5 - Examination of complaints brought forward does not yet imply their recognition.
6.6 - Our obligations of delivery, correction of imperfections, repayment or reduction of the purchase price as well as remuneration of damages shall become defunct, if we are not notified in writing of these flaws, imperfections, or this delay, immediately after the receiver could have stated all this in all reasonableness. These obligations at any rate become defunct, if this notification has not been received within 14 days after the delivery has taken place or should have taken place, if no delivery has taken place.
6.7 - In case of a complaint the delivery must be kept carefully and is to be put at our disposal for further investigation by us or by a third party to be indicated by us at our first request. Any right to complain becomes defunct if our customer does not or not fully meet with the abovementioned obligations.
6.8 - If a complaint is judged well-founded by us, we shall either replace the bought product or lend a reduction on the price, at our discretion. No further claim shall fall to the customer, unless there should be question of intent or gross negligence on our part in relation to the quality of the delivery.
6.9 - If the nature and/or composition of goods is changed, or if they are entirely or partly damaged after delivery, any right of the customer by virtue of the stipulations of articles 6.1 and 6.4, pertaining to claims because of imperfections or delayed delivery, becomes defunct.
6.10 - The risk that the deliveries are unsuitable for the applications that our customer wishes to use them for, rests with our customer, irrespective of what we may have told him with regard to, for instance, composition and applications of the deliveries.
6.11 - FORCE MAJEURE
6.11.1 - Force majeure indicates any circumstance that cannot be foreseen at the moment the agreement is made, by which the fulfilment of any obligation can not be demanded of the other party in all reasonableness. Cases of force majeur are war, threat of war, riot, strike, exclusion of employees, transport difficulties, fire and other serious malfunctions in our business or with our suppliers.
6.11.2 - In case of force majeure the obligations of both parties are mutually suspended. Should the situation of force majeure last so long that compliance can no longer be claimed in all reasonableness, then each party may rescind the agreement for the future by single written statement, without parties being mutually held to any remuneration of damages.

7. - DISPATCH AND TRANSFER
7.1 - Unless agreed otherwise in writing, the deliveries are dispatched at the customer's expenses and risk. Delivery is considered to have taken place at the moment of dispatch or transfer.
7.2 - In case of return of deliveries, for whatever reason, the costs and risks involved - unless agreed otherwise - are at the customer's expenses. The return shall not have been completed until our actual receipt of the goods.
7.3 - Transmission of texts via electronic media is considered to have taken place at the moment when the medium has confirmed the execution of the transmission. One thing and another has to be proved by us, for instance by means of a printout of the relevant communication dialogue.

8. - COPYRIGHT
8.1 - Unless expressly agreed otherwise, we maintain the copyright on translations and other texts produced by us, as long as payment for the assignment has not been entirely settled.
8.2 - Concerning PR-productions the writers, or artists, respectively, and/or their beneficiaries maintain the full copyrights, unless agreed otherwise in writing.
8.3 - The customer fully indemnifies us against claims of third parties, concerning possible breach of copyrights and related rights, ensuing from translations, corrections, editing, drawings, etc. produced by us on behalf of the customer.

9. - PAYMENT
9.1 - Deliveries are to be paid either in cash (including cash on delivery as well as purchase by so- called credit-cards) or by cash or bank prepayment, or on account, all this to our discretion.
9.2 - Settlement of invoices is to take place net in cash within 14 days of date of invoice at the latest.
9.3 - If the customer has not settled an invoice within the agreed term of payment, the customer owes an interest equal to the legal interest then prevailing, to be charged per day, as of the termination of this term. Moreover, we shall then be entitled to entirely or partly rescind the agreement by sole statement on our part and without legal mediation, to take back deliveries made and/or to claim remuneration of damages.
9.4 - All collection costs, both judicial and extra-judicial, are at the customer's expenses. The extra- judicial collection costs after the first writ of summons are considered to be at least 15% of the claimed amount, however, with a minimum of NLG. 125,--. All this also applies in case of bankruptcy and judicial leave to suspend payment.
9.5 - Compensation of debts is not admitted.
9.6 - To obtain greater surety, we maintain the right to demand entire or partial prepayment, bank guarantees and such, prior to starting the execution of the assignment and/or to dispatch partial invoices during the execution of the assignment, in cases to our discretion.
9.7 - We remain the owner of deliveries made by us until the full payment of all claims we have on the customer has taken place. The customer maintains the right to resell and to process the deliveries, however, only in the framework of his normal working of undertaking and taking possible copyrights into consideration. The customer is considered to have lent us irrevocable authority to exert our rights to take back (after termination of the term of payment and after writ of summons) unpaid deliveries, more especially to enter into places, or premises, where the relevant deliveries shall then find themselves.
9.8 - The customer is also considered to have lent us an irrevocable authority to claim from the customer (after termination of the term of payment and after writ of summons), to cease the distribution of possible multiplications of those original deliveries in whatever form, until full payment has taken place.
9.9 - If we use our right to take back deliveries, we shall - to our discretion - keep the deliveries with us until the customer has yet met with his obligations towards us, or we shall sell the delivery entirely or partly to third parties, in which case the net profit is deducted from what the customer owes to us.
9.10 - The customer is not permitted to dispose of the delivery to our disadvantage, for instance by bailment or transfer in property for surety to third parties, as long as the customer has not obtained full ownership of the delivery.
9.11 - Suspense of payment that we may have lent to the customer is only valid if and insofar as we have lent this in writing.
9.12 - If we find a claim well-founded before the term of payment has passed:
-- if we decide to reduce the price, the customer will receive a credit note for the amount involved;
-- if we decide in favour of replacement and we have received back the goods to be replaced before termination of the term of payment, a credit note will be issued by us for the delivery received back and the replacing delivery will be invoiced again. In all other cases the customer remains committed to settle the invoice amount at the original day of maturity at the latest, without discount or compensation.
9.13 - In case of non-timely payment by the customer of the full amount we are entitled to, he is legally in default towards us, without any writ of summons or service of writ being required. As of that moment we shall be entitled to consider all our obligations by virtue of the agreement and possible other agreements with the customer to be suspended.
9.14 - The stipulation of article 9.13 applies accordingly, if the customer has not made a surety to our satisfaction within seven work days, after having been invited by us to do so in writing. 9.15 - The time of payment shall be the moment when the amount involved is written to our account or to the account of the person who represents us legally.
9.16 - If the customer applies for a judicial leave to suspend payment or if his bankruptcy is being applied for, or if conservatory or executional attachment of property takes place on any capital property of the customer and, moreover, in all cases in which the customer must seriously take the possibility into consideration that he may not be able to meet with his obligations towards us, he is committed to notify us immediately by telephone and to confirm this notice in writing.
9.17 - If one of the cases as referred to in article 9.16 occurs, we are entitled to consider the then ruling agreement(s) between us and the customer to be immediately terminated or our obligations to be suspended, at our discretion, leaving our other rights in full force. All that the customer owes at that time, is immediately and entirely claimable.
9.18 - If the customer judges, that the amount he owes to us according to the documents we have issued, is incorrect, he is obliged to protest against this in writing within ten work days, accurately stating the calculations he thinks wrong. In the absence of such a protest his right to object against the amount has become defunct.
9.19 - All cases in which we are entitled to suspend our obligations by virtue of our agreement(s) with the customer, or to consider this/these agreement(s) to be terminated, are considered to be the customer's failure and commit him to remunerate costs, damages and interests.
9.20 - If we choose to suspend our obligations in any event, we maintain the right to choose for termination of the agreement afterwards, at any moment we wish, either entirely or partly.

10. - LIABILITY FOR PROPERTIES
10.1 - We shall treat materials entrusted to us (written documents, etc.) with the greatest possible care. However, we shall never be liable for damage arising from loss, destruction or damage, except in case of intent or gross negligence. In cases when we have to work with costly or unreplaceable uniques, the customer must therefore see to an insurance.

11. - CANCELLATIONS
11.1 - Orders to be executed against payment, which are cancelled later than 48 hours before the time when they were to commence, may be charged at 75%. In case of cancellations by the customer between 14 days and 48 hours before commencement, we may charge 30% of the amount that the customer would have owed at full execution of the agreement. No costs are charged for cancellations that are notified at an earlier stage.

12. - ARBITRATION
12.1 - Disputes with regard to translations, including those disputes that are considered as such by only one of the parties, will be put before the Committee of Disputes of the Dutch Society of Translators, domiciled in Haarlem to be appointed by this Society, by the plaintiff. This Committee will issue a binding advice.
12.2 - Disputes with regard to other matters, including those disputes that are considered as such by only one of the parties, will be put before the authorized judge of the district Utrecht.

13 - LEGAL VALIDITY
13.1 - To the agreements made with us, the Dutch law that rules for the Kingdom in Europe, applies.
13.2 - If one or more stipulations of these conditions, and/or of our agreement(s) with the customer, should appear to be not or not entirely legally valid, the other stipulations shall remain in full force. In the place of the possibly invalid stipulations will then be stipulations, that come as closely as possible to the parties' intention and the economic result they aim at, in a legally effective way.