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Conditions
GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT
OF TRANSLATION AGENCY VERTAALBUREAU DEUTSCH & DUTCH - BOUDEWIJN KLINKENBERG FILED WITH THE ALKMAAR CHAMBER OF COMMERCE UNDER NR. NR.2702 (V.2B) Registration nr.: 27-134470

Clause 1 - Definitions
In these general terms and conditions, the following terms shall have the following meanings:
1.1     Client: the natural person or legal entity who gives the Commissionee an assignment to carry out work.
1.2     1.2 Commissionee: the natural person or legal entity who has accepted the above-mentioned assignment from the Client. Client and Commissionee together are also referred to below as ‘parties’.
Clause 2 - General
2.1     These general terms and conditions shall apply to the formation, content and performance of all agreements entered into between Client and Commissionee and the related work.
2.2     The Commissionee’s conditions may only be excluded in whole or part provided that there is concurrent written agreement between parties.
Clause 3 - Tenders, offers
3.1     3.1 Offers made by Commissionee shall in all cases be without obligation and may only be accepted without any derogation.
3.2     3.2 An assignment shall be accepted subject to proviso such that Commissionee shall be entitled to decline it not later than five working days after acceptance of the assignment. In such a case, Commissionee shall only be entitled to claim the costs incurred up to the time of declining.
3.3     Offer and acceptance of an assignment must be made in writing.
Clause 4 - Assignment
4.1     Commissionee shall be obliged to perform the assignment to the best of his ability.
4.2     The Client shall be obliged to give his full co-operation to the execution of the performance to be carried out by the Commissionee by virtue of this agreement.
4.3     Within reasonable limits, Commissionee shall co-operate with amendment of this agreement, provided that the content of the performance that he is to carry out shall not deviate, or at least not materially, after the amendment compared to the originally agreed performance.
4.4     Commissionee shall be entitled to increase or lower the agreed price respectively should the Client introduce amendments to the originally agreed specification.
4.5     Commissionee shall be entitled to have the agreement performed in whole or part by third parties.
4.6     Client shall be entitled to cancel the agreement, provided that Client reimburses for the costs already incurred and for the loss of profit.
Clause 5 - Price
5.1     All prices quoted shall be exclusive of turnover tax/value added tax (VAT/BTW/MWSt).
5.2     The price quoted by Commissionee for the performance that he is to carry out shall apply solely to the performance in accordance with the agreed specification.
5.3     Commissionee shall be entitled to increase the agreed price in the event that Client supplies more laborious text, hard-to-read copy or defective computer equipment or data files that necessitate additional work or costs for Commissionee over and above that which may have been reasonably expected when the agreement was entered into. The above list is not limiting.
se 6 - Payment term
6.1     Unless expressly agreed otherwise, the Client must paid the price and other amounts owed by virtue of this agreement not later than 21 days after the invoice date, without being able to invoke any discount, setoff or suspension.
6.2     In the event that payment is not made on time within the specified period, Client shall be in default, without any notice of default being required by Commissionee.
6.3     Should the Client fail to pay within the specified period, then he shall also owe, by virtue of the delay and in settlement of the amount he owes, the statutory interest on both the principal sum and the collection charges from the date of default.
6.4     Extrajudicial collection charges shall be set by parties at 15% of the principal sum claimed on the invoice, this with a minimum of € 75.00 (in words: seventy-five euros).
Clause 7 - Delivery method; retention of title
7.1     Unless expressly agreed otherwise, delivery shall be performed at the place where the Client practises his profession or operates his enterprise.
7.2     Commissionee shall not be obliged to deliver in parts the performance that he is to carry out.
7.3     The Client shall be obliged to give his full co-operation to the delivery of the performances to be carried out by Commissionee by virtue of the agreement. The Client shall also be in default, without being warned of this, if he refuses to take delivery of the performance to be delivered.
7.4     Each delivery of the performance to be carried out by Commissionee shall take place subject to retention of title in respect of the material objects associated with the delivery. Ownership shall be transferred as soon as the Client has paid all that he is obliged to pay under the agreement, including in respect of interest and costs.
Clause 8 - Delivery date
8.1.1     8.1 A delivery date stated by the Commissionee shall only be indicative in purport, unless it shall be expressly agreed in writing that it is a deadline. Even in the case of an agreed deadline, the Commissionee shall not be in default until the Client has served him with a notice of default.
8.2     The binding of the Commissionee to any agreed delivery deadline shall lapse should parties agree an amendment to the assignment’s specification. In such a case, parties shall be obliged to agree a new deadline. Should parties be unable to agree a new deadline, then the provisions of Clause 8.1 shall apply.
8.3     In respect of performance of the agreement, the Client shall be obliged vis-à-vis the Commissionee to do all that which shall be reasonably necessary or desirable to enable the Commissionee to deliver on time.
8.4     Commissionee shall be entitled to change the agreed deadline in the event that the Client supplies more laborious text, hard-to-read copy or defective computer software or data files that compel Commissionee to carry out more work than might have been reasonably expected of him at the time the agreement was entered into. The above list is not limiting.
Clause 9 - Investigation upon delivery
9.1     Upon delivery, the Client shall be obliged to investigate without delay whether the Commissionee has performed the agreement properly and shall moreover be obliged to immediately inform him should he feel that performance has not been proper. The above-mentioned investigation and the relevant written notification must have been received by Commissionee not later than a week after delivery of the performance. The voicing of a complaint shall not release the Client from his obligation to pay.
9.2     The Commissionee shall be entitled at all times to rectify an inadequate performance.
9.3     Parties shall deem the agreement to have been properly performed should the Commissionee have failed to receive written notification as referred to in Clause 9.1 within a week of (i.e. after) delivery.
9.4     The Commissionee’s performance shall in any case be deemed to have been proper in the event that the Client shall have delivered the delivered work to third parties in either revised or processed form or shall have had it used or revised or processed or delivered to third parties.
Clause 10 - Copyright
10.1     Unless expressly agreed otherwise in writing, the Commissionee shall retain the copyright to the performance he has delivered.
10.2     The Copyright Act 1912 shall apply, as shall relevant treaties.
Clause 11 - Confidentiality
11.1     Commissionee shall be obliged to treat as confidential all information associated with the performance of the agreement.
Clause 12 - Force majeure
12.1     Shortcomings on the part of the Commissionee cannot be attributed to him if they are not his fault and/or are not to be attributed to him by virtue of the law, the agreement or generally accepted standards.
12.2     Shortcomings on the part of the Commissionee in the performance of the agreement as the result of fire, accident, illness, export restrictions, government measures or other circumstances over which Commissionee has no influence shall be deemed to be unattributable to the Commissionee and shall not entitle the Client to dissolve the contract or claim compensation.
Clause 13 - Liability; indemnification
13.1     The liability of the Commissionee for compensation by virtue of the agreement with Client shall be limited to an amount that according to criteria of reasonableness and fairness shall be in proportion to the agreed price.
13.2     In respect of the performance of the agreement, Client shall be obliged to indemnify the Commissionee against any claim arising from any infringement of proprietary rights, patent law and/or copyright.
13.3     Commissionee shall not be liable for any loss resulting from an injury howsoever caused and regardless of who suffers it, unless Commissionee should, given the actual circumstances, be held liable according to criteria of reasonableness and fairness. In such a case, the compensation to be paid by the Commissionee shall be limited to the agreed price.
13.4     The Commissionee’s liability shall be limited to € 5,000.00 (in words: five thousand euros).
13.5     Commissionee shall not be liable for data carriers of whatever type that are placed at his disposal for the performance of the agreement.
13.6     Commissionee shall not be liable for costs or losses of whatever type and regardless of who suffers them that are the result of the transportation or transmission of information or data carriers. This includes the delivery of the performance under this agreement.
13.7     Should the Commissionee be held liable by a third party for any loss that he shall not be liable for by virtue of this agreement with the Client and/or these general terms and conditions, then the Client shall fully indemnify him in this respect and shall compensate him for the full amount that he has to pay this third party.
Clause 14 - Deviation
14.1     Any deviation to these terms and conditions must be set down in writing.
Clause 15 - Disputes
15.1     All disputes arising in respect of this or any other agreement between Client and Commissionee shall be settled by the Dutch court authorised in this respect.
Clause 16 - Applicable law
16.1     Only the Dutch text (Version 2b) of the general terms and conditions of delivery and payment filed with the Dutch Chamber of Industry and Commerce is final and binding. No rights may be derived from the English translation thereof.


VW-0402-ENGL