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Terms and conditions of sale

Definitions

The Publisher:

Uitgeverij Scala BV and Scala Publishing BV, hereinafter referred to as the Publisher and/or Scala BV.

The Other Party:

The natural person or legal entity, as well as its representative(s) and/or authorised representative(s), who enters into an agreement with the Publisher with a view to advertisement in a medium issued by the Publisher, and the associated activities.

Material:

All (digital) texts, images and design material to be supplied by the Other Party, always in a proper format and subject to the specifications used by the Publisher. Specifications are available on request from the Publisher.

Quotation:

A non-binding statement of price and work involved in the execution of an agreement.

1) Applicability

a. To the exclusion of any other general terms and conditions, these General Terms and Conditions of Sale shall apply to all offers, orders, agreements and consultancy services of Scala BV, Maanlander 14H, 3824 MP Amersfoort. The Dutch version of these Terms and Conditions have been filed with the Chamber of Commerce in Amersfoort under numbers 31037747 and 32151469 and will be sent on request. These Terms and Conditions may also be consulted via uitgeverijscala.nl.

b. Accepting an offer or placing an order implies that the Other Party accepts the applicability of these Terms and Conditions.

c. Deviation of the provisions of the Terms and Conditions can only be in writing, in which case the other provisions shall remain in full force and effect.

d. If a provision of these Terms and Conditions is null and void or annulled by a competent authority, the other provisions of these Terms and Conditions will remain in full force. The nullified provision is deemed to be replaced by a provision that corresponds as closely as possible with the tenor of the nullified provision.

2) Offers and contracts

a. All offers made by the Publisher are subject to change and the Publisher reserves the right to change the prices, in particular when this is required by (legal) regulations. See also article 3.n.

b. A contract shall only be concluded after acceptance of the order by the Publisher. The Publisher is entitled to refuse orders or to attach certain conditions to the delivery, unless explicitly stipulated otherwise. If an order is not accepted, the Publisher will inform the Other Party within a reasonable period of time after receiving the order.

3) Prices and payments

a. The prices stated for the products and services offered are in Euros, including VAT and excluding handling costs, shipping costs, any taxes and/or other levies, unless otherwise stated or agreed in writing.

b. Prices are subjected to changes at all times.

c. Different prices apply abroad.

d. Payment must be made without discount or compensation within fourteen (14) days of the invoice date in case of deliveries within the Netherlands, and within twenty-one (21) days of the invoice date in case of deliveries abroad, unless otherwise agreed in writing.

e. Payment can be made in (one of) the manner(s) indicated during the ordering process. Your order may be subject to further (payment / order) conditions. In the event of payment by bank or giro, the date of payment shall be the date on which the giro or bank account of the Publisher is credited.

f. Objections to the amount of an invoice do not suspend the payment obligation.

g. Any complaints about the invoice must be made known by registered letter within eight (8) days of the invoice date, in the absence of which the Other Party will be deemed to acknowledge the correctness of the invoice.

h. By signing authorisation, you authorise Scala BV to send a one-off collection order to your bank to debit an amount from your account and to your bank to debit a one-off amount from your account in accordance with Scala BV’s instructions.

i. The name, address details, collector ID, reason for payment, the identification of the direct debit authorisation and the collector’s logo shall be mentioned in a pre-notification by e-mail at the time of collection (if e-mail address is known).

j. If you do not agree with this write-off, you can have it reversed. To do so, contact your bank within 8 weeks after the debit has been made. Ask your bank for the conditions.

k. If the Other Party is in default or default in the (timely) fulfilment of its obligations, all reasonable costs incurred to obtain satisfaction out of court will be for the Other Party’s account, with a minimum of € 40,- (forty Euros). If the Publisher has incurred collection costs that were reasonably necessary, which are higher than fifteen percent (15%) of the claim, the actual costs incurred will be eligible for reimbursement. In the event that the claim is brought in court, related costs such as court registry fees and enforcement costs may be recovered in full from the Other Party. The Other Party will owe the legal (commercial) interest on the aforementioned costs to the Publisher until the date on which the costs have been paid in full to the Publisher.

l. If the Other Party owes costs or interest pursuant to these terms and conditions, the agreement between the Publisher and the Other Party, or otherwise, payments made by the Other Party will first be deducted from these and only then from the principal amount owed. The Publisher is entitled to refuse an offer of payment if the Other Party designates a different order for the allocation of the payment. The Publisher may refuse full redemption of the principal sum, if the outstanding and accrued interest and collection costs are not also paid.

m. If the Other Party is in default of any payment, the Publisher shall be entitled to suspend or dissolve (the performance of) the relevant agreement and any related agreements.

n. If the prices for the offered products and services increase in the period between the order and its execution, the Other Party is entitled to cancel the order or to dissolve the agreement within ten (10) days after notification of the price increase by the Publisher.

4) Delivery

a. The delivery times specified by the Publisher are indicative only. Exceeding any delivery period does not entitle you to compensation, nor does it entitle you to cancel your order or dissolve the agreement, unless the exceeding of the delivery period is such that you cannot reasonably be required to maintain the agreement. In that case, you are entitled to cancel the order or dissolve the agreement to the extent necessary.

b. The delivery of the products takes place at the place and time at which the products are ready for shipment to you.

5) Retention of title

a. Ownership of delivered products shall not pass under any agreement until you have paid all amounts owed to the Publisher. The risk in respect of the products shall be transferred to you at the time of delivery.

6) Intellectual and industrial property rights

a. You must fully and unconditionally respect all intellectual and industrial property rights vested in the products supplied by the Publisher.

7) Complaints and liability

a. You have the obligation to check upon delivery whether the products comply with the agreement. If this is not the case, you must notify the Publisher in writing, stating reasons, as soon as possible and in any case within seven (7) working days after delivery, at least after observation was reasonably possible.

b. If it has been demonstrated that the products do not comply with the agreement, the Publisher shall have the option of replacing the products in question with new products or refunding the invoice value thereof.

c. If you do not wish to purchase a product for whatever reason, you have the right to return the product to the Publisher within seven (7) working days after delivery. Returns in this case will only be accepted if the packaging of the product is undamaged and the plastic seal on the packaging has not been broken, in which case the costs for returns are at your expense.

d. The liability of the Publisher for direct damage suffered by the Other Party as a result of an attributable failure on the part of the Publisher to fulfil its obligations is limited per event or series of related events to an amount equal to the compensation payable by the Other Party for services rendered (excluding VAT). Under no circumstances, however, will the total compensation for direct damage amount to more than € 1000,- (excluding VAT).

e. Publisher’s liability for indirect damage, including consequential damage, loss of profit, lost savings, mutilation or loss of (business) data and damage due to business stagnation, is excluded.

f. Publisher shall never be liable for damage caused by force majeure.

8) Orders/communication

a. The Publisher shall not be liable for any misunderstanding, mutilation, delay or improper transmission of orders and communications as a result of the use of the Internet or any other means of communication in the traffic between you and the Publisher, unless and to the extent there is intent or gross negligence on the part of the Publisher.

9) Force Majeure

a. Without prejudice to the other rights to which it is entitled, in the event of force majeure, the Publisher shall have the right, at its discretion, to suspend the execution of your order or to dissolve the agreement without judicial intervention, by informing you of this in writing and without the Publisher being obliged to pay any compensation, unless this would be unacceptable in the given circumstances according to standards of reasonableness and fairness.

b. Force majeure is understood to mean any shortcoming that cannot reasonably be attributed to the Publisher, because it cannot be blamed on the Publisher and is not for its account by virtue of the law, legal act or generally accepted views.

10) Applicable law and competent court

a. All rights, obligations, offers, orders and agreements to which these Terms and Conditions apply, as well as these Terms and Conditions, are exclusively governed by Dutch law.

b. If the parties fail to resolve any dispute between them amicably, the court in Amersfoort shall have exclusive jurisdiction to hear the dispute.