General Delivery Terms ‘Eisma Businessmedia BV’

A. GENERAL STIPULATIONS

1. APPLICABILITY

   1. These terms constitute a part of all our tenders and contracts and apply to all deliveries made or services rendered and/or work done pursuant to these contracts.
   2. Supplements and/or deviating terms – including
      purchasing terms of the other party – are not part of the contract and therefore fail to bind us unless we have expressly accepted these terms in writing, in which case these terms otherwise apply, and in the case of conflicts prevail.
   3. Should these terms be subject to interim revision, the revised version of these terms is part of any contract concluded after said revision has gone into effect.

2. TENDERS, CONCLUSION OF CONTRACT

   1. All tenders and offers are entirely without obligation unless expressly stipulated otherwise.
   2. All price lists, brochures and other data provided with a tender are as accurate as possible. These are binding for us, however, only when expressly stipulated as such in writing. All the data and information provided with a tender remain our (intellectual) property and shall be returned at the earliest request.
   3. The contract comes into being through the placement of a written or oral order by the other party and our acceptance of the order. The other party accepts these General Terms by virtue of his written or oral order. Should a tender be accepted by the other party, we shall be entitled to retract this tender within three days after notification of said acceptance.
   4. Any supplementary agreements or revisions made subsequently as well as any (oral) agreements and/or promises made by our personnel or on behalf of us by our salesmen, agents, representatives or other middlemen are binding for us only when confirmed in writing.
   5. All contracts are concluded on our part under the
      resolutive condition that the other party – exclusively at our evaluation – appears creditworthy for full compliance with the contract.
   6. Upon, or after concluding the contract we are entitled, before (further) implementation of the order, to demand a guarantee from the other party that it will meet its payment – along with all its other – obligations.

3. PRICES AND INVOICING

   1. Sales and the provision of work and/or services shall be subject to prices valid at the time.
   2. The prices stipulated in Article 3.1 are in Euros,
      excluding value added tax and excluding administrative and postal charges, unless expressly stated or agreed otherwise.
   3. Bills shall be sent as soon as possible after delivery, unless expressly agreed otherwise.

4. DELIVERY AND DELIVERY TIME

   1. We shall deliver the goods ordered within 30 days after receipt of the order or begin within the stated term on the work and/or providing the services concerned. Should the other party have no domicile or location in the Netherlands we shall supply the goods or begin work or providing services as soon as possible.
   2. If delivery or provision cannot take place within the term stipulated in Article 4.1 of 30 days, we shall, as soon as possible but no later than 7 weeks after receipt of the order, notify the other party of the delivery and/or provision date in writing or orally.
   3. For the period of eight days after receipt of the notification stipulated in Article 4.2 the other party is entitled to dissolve the contract unilaterally. This declaration shall be made in writing and shall be received by us no later than the eighth day after receipt of the notification stipulated in Article 4.2. Failing to do so, the other party forfeits its right to dissolve the contract owing to late delivery of goods or provision of work and/or services, or to claim damage compensation from us for this reason. The aforementioned shall not apply if the later delivery is to be attributed to changes in the order given by the other party.

5. FORCE MAJEURE

   1. In the case of force majeure, including all circumstances for which we cannot be held liable and which prevent the supply of goods or provision of work and/or services, we shall be relieved of our obligations pursuant to the contract. In the case of force majeure the other party may not claim damage compensation from us.
   2. In the case of temporary force majeure, we are entitled to extend the term of 30 days stipulated in Article 4.1 by the period during which the temporary hindrance of delivery or provision applies. We are bound to inform the other party immediately, orally or in writing of the delay as well as the reason for it.
   3. After receipt of the notification stipulated in Article 5.2, the other party is entitled to declare in writing the contract dissolved unilaterally without charge if the other party cannot, as a result of the delay, reasonably be expected still to accept the goods or work and/or services. Article 4.3 shall apply by analogy to this statement.

6. CLAIMS

   1. The other party shall submit to us in writing complaints about the goods delivered or the work and/or services provided to him within 8 days after delivery has been made or a start has been made on the provision of work and/or services, with a clear description of the complaints. Failure to do so forfeits all right to claims concerning faults in/of the goods delivered or the work and/or services provided.
   2. If goods are delivered to the other party which were not ordered, and/or which are damaged, the other party is entitled to return said goods to us. The costs of such a return sending are for our account.
   3. The other party is bound to send the returned goods in sound packaging and to accompany said goods with notification in writing of the reason for the return, unless
      expressly agreed otherwise. After receipt of the returned goods we shall solely be obliged, if we consider the return sending to be correct, to deliver the goods ordered by the other party as yet. However, we shall not be liable for any resultant damage sustained by the other party.

7. OWNERSHIP RESERVATION AND (SUPPLEMENTARY) SECURITY

   1. We reserve the ownership of all goods supplied to the other party for as long as the other party has not made full payment to us pursuant to any contract for the delivery of goods an/or provision of work and/or services. This includes claims for failure to comply with a contract.
   2. As long as the other party is not yet owner of the goods the other party is not entitled to dispose of, encumber or to have said goods at his disposal in any other way without our written permission.
   3. After payment of the claims stipulated under 7.1, all delivered goods become the property of the other party, subject to a property less right of lien on these goods as security for all other claims of whatever cause, including future claims by us on the other party.
   4. We are entitled at all times to retrieve from the other party or his holder the goods on the basis of the stipulations of this article if the other party fails to meet his obligations. The other party shall cooperate with this on penalty of a fine of Euro 1,000.00 per day that he remains in de fault in this respect.
   5. In the case of sale by the other party of goods which have not been paid for, or paid for in full, the other party undertakes now to provide for our benefit at that time a property less right of lien on the claims on his buyer (the second buyer) resulting from this sale as security for all our claims on the other party, for whatever reason, including future claims on the other party. If the other party fails to do so, he shall be liable for the resultant damage sustained by us.

8. PAYMENT, INTEREST AND COSTS, DISSOLVING CONTRACT

   1. Payment shall be made within 14 days after the invoice date unless expressly agreed otherwise.
   2. Without our express written permission the other party shall not settle his payment obligations towards us with a claim by the other party on us of whatever nature.
   3. We are entitled at all times to demand from the buyer payment in advance, cash payment or security for payment.
   4. In the case of late payment we are entitled, without prior notification or summons, to charge interest to the other party starting on the payment date of the invoice. In the calculation of the interest a part of a month counts as a whole month.
   5. In the case of late payment or non-payment or failure to meet reasonably any obligation to us on the part of the other party, we are entitled to charge the judicial costs and extrajudicial (collection) costs to the other party, without prejudice to our right to charge costs actually incurred to the other party, should they exceed this sum.
   6. Without prejudice to the stipulations of this article we are entitled in the case of late payment or non-payment or failure to meet reasonably any obligation to us on the part of the other party to declare the contract dissolved without prior notice extrajudicial dissolution and to stop further deliveries or the provision of work and/or services, without prejudice to the right to compensation from the other party for damages incurred by us as a result of the dissolution of the contract.

9. LIABILITY AND INDEMNITY

   1. We accept only liability for damages incurred by the other party which are the result of the failure of goods delivered by us or work and/or services provided by us to meet legal or other official requirements or which are the result of faulty delivery, if, and in so far as this liability is covered by our Insurance, to the amount of the payment made by the insurer.
   2. If the insurer for any reason does not offer coverage, or does not pay the damage wholly or partly, our liability is limited to the net invoice value of the delivered goods and/or services.
   3. We are not liable for damages incurred by the other party or by third parties resulting from editorial inaccuracies and/or errors and/or incompleteness in the goods supplied by us unless there is a question of malice aforethought or gross negligence on our part.
   4. We are not liable for damages incurred by the other party or by third parties resulting from incorrect and/or inexpert use by the other party or any third party of goods and/or services delivered by us.
   5. The other party indemnifies us against all claims by third parties for compensation and damages which are the result of, or related to the delivery of goods and/or services.

10. RETENTION OF INTELLECTUAL PROPERTIES

    1. All intellectual and industrial property rights to the goods or services delivered or made available by virtue of the agreement, including printed publications, electronic publications, software, websites, data files, equipment or other materials such as analyses, designs, documentation, reports, offers, as well as its preparatory material, shall solely rest with us or our suppliers, unless explicitly agreed otherwise in writing.
    2. The other party shall solely obtain the rights of use that are explicitly granted with these conditions or according to the law wet. Any other or more far-reaching rights of the other party to multiply printed publications, electronic publications, software, websites, data files or other materials shall be prohibited. A right or use that belongs to the other party shall not be exclusive and not be transferrable to third parties and shall be restricted to the normal use of the goods or services delivered or made available.

11. APPLICABLE LAW AND DISPUTE SETTLEMENT

    1. Dutch law only applies to all our tenders, contracts and their implementation, with the exclusion of the treaty of the United Nations on international trade agreements concerning movables (Vienna, 11 April 1980; TRB 1981 184; 1986, 61).
    2. The Dutch version of these terms is binding. If one or more of the provisions in these conditions is void or subject to annulment because it is in violation with the law, the other provisions shall remain in full force.
    3. Concerning the explanation of international commercial terms, ‘Inco terms’ as compiled by the International Chamber of Commerce at Paris (ICC) apply.
    4. All disputes resulting from, or relating to contracts concluded between us and the other party shall be decided exclusively by the competent judge of the district of Leeuwarden, to the extent legal regulations do not prohibit this.

B. SPECIAL STIPULATIONS

1. APPLICABILITY

   1. The general stipulations of these terms apply to the matters governed by these special terms to the extent the special terms do not expressly deviate from them.

2. MAGAZINE SUBSCRIPTIONS

   1. Subscriptions to magazines run for a subscription year and are billed before or at the start of every subscription year for the full subscription year unless expressly agreed otherwise. The subscription price includes value added tax and excludes postal charges, unless expressly agreed otherwise.
   2. Subscriptions to magazines can begin at any desired time. In so far as a subscription fails to begin at the start of a subscription year, the subscription is billed as soon as possible after the delivery of the first issue for the part of the subscription year in question remaining at the time of starting.
   3. The issues which have already appeared by the start of the subscription year in question shall be delivered on request to the extent they are available at the time of the request.
      The subscription charge owed for this subsequent delivery is proportional to the part of the subscription year in question which has already elapsed. The bill is sent as soon as possible after delivery.
   4. Subscriptions to magazines shall be terminated before the end of the current subscription year in writing with at least one month’s notice, in the absence of which the subscription shall be tacitly extended for a period of twelve months.

3. MAGAZINE AND (GARD) SYSTEM SUBSCRIPTIONS WITH PAGE PRICE

   1. Subscriptions to magazines and (card) systems with a page price run per subscription year, and can begin at any desired time. The subscription charge includes value added tax and (any) storage material and excludes administrative/postal charges, unless expressly stipulated otherwise.
   2. Billing occurs before or at the start of every subscription period and applies for the duration of the subscription year. If a subscription does not begin at the start of a subscription year, the subscription is billed as soon as possible after the delivery of the first issue for the part of the subscription year in question remaining at the time of starting. The bill is sent as soon as possible after delivery.
   3. The instalments which have already appeared by the start of the subscription in question shall be delivered on request to the extent they are available at the time of the request. The subscription charge owed for this subsequent delivery is proportional to the part of the subscription year in question which has already elapsed. The bill is sent as soon as possible after delivery.
   4. Subscription goods are billed by means of an advance charge based on the number of pages expected to be issued during the subscription year in question. After the conclusion of the subscription year, the excess or shortage in the number of pages shall be settled on the basis of the number actually issued, unless expressly stipulated or agreed otherwise.
   5. Subscriptions to a magazine or (card) system with a page price shall be cancelled in writing no later than one month before the end of the current subscription year, in the absence of which the subscription shall be tacitly extended for a period of twelve months.

4. SUBSCRIPTIONS TO BOOK SERIES

   1. Subscriptions to book series consist of the delivery of new parts which are still to be issued at the start of the subscription, still to be issued reprints of existing parts as well as supplements to parts already delivered.
   2. Parts of a book series already existing at the start of the subscription shall be delivered on request to the extent they are available at the time of the request.
   3. Each part of a book series shall be billed separately within two months after its delivery.
   4. Subscriptions to book series shall be cancelled in writing at the latest one month before the end of the current subscription year; if the subscriber fails to do this, the subscription shall be extended tacitly for a period of twelve months.

5. LOOSE-LEAFED ISSUES

   1. By purchasing a loose-leafed issue the customer automatically subscribes, until cancellation but for at least one year calculated from the time of the delivery of the loose-leafed issue, to the supplements and issues that will be published for the loose-leafed issues in question.
   2. The loose-leafed issue, supplements and instalments shall be billed as soon as possible after delivery.
   3. Subscriptions to loose-leafed issues shall be cancelled in writing at the latest one month before the end of the current subscription year; if the subscriber fails to do this, the subscription shall be extended tacitly for a period of twelve months.

6. ADVERTISEMENTS

   1. Advertisements shall be placed according to the most recent version of “Regelen voor het Advertentiewezen Stichting ROTA” (Rules for Advertising according to the ROTA Foundation), without prejudice to the other provisions stated in these conditions.
   2. In cases of conflict between these terms and the “Regelen voor het Advertentiewezen Stichting ROTA” (Rules for Advertising according to the ROTA Foundation), the latter shall prevail.

7. REMOTE PURCHASES (INCL. THROUGH THE INTERNET)

   1. In the event of a remote purchase as referred to in title 1, section 9a, Book 7 of the Netherlands Civil Code, no default by operation of law shall apply when the remote purchase has not been paid within 30 days after the order, which is contrary to the provisions as stated in article 7:46 f, paragraph 1 of the Netherlands Civil Code.
   2. In the event of a remote purchase that is not a consumer purchase, title 1, section 9a, Book 7 of the Netherlands Civil Code shall not apply, neither shall this section have any consequential effect.

8. RENTING RIGHTS

   1. Permission is required to rent our products, which can be agreed in detail, with the exception of material for use (such as workbooks), teacher manuals, software and digital teaching material.
      “Our General Terms, registered with the Chamber of Commerce at Leeuwarden under number 2615, apply to all contracts and deliveries.”