TERMS AND CONDITIONS
These are the Terms and Conditions of Clixx Marketing, established in Zoetermeer (The Netherlands). The General Conditions apply to all offers and agreements whereby Clixx Marketing goods and services of any kind and under any name whatsoever to a customer or client.
Article 1: Scope, Offer and Agreement
1.1 By entering into an agreement with Clixx marketing well as the commissioning of the products, customer declares to be known to be with these Terms and Conditions and agree to their applicability.
1.2 All offers (price) quotations or other statements of Clixx marketing his obligation and bind Clixx marketing in any way. All dates are indicative and not be regarded as deadlines, unless expressly agreed otherwise by the parties in writing. All offers or (price) quotations of Clixx marketing to within fourteen (14) days by customer are accepted in writing, then lapse by operation of law.
1.3 Offers are based on the writing by the customer frontloaded data, information and any wishes. The customer is responsible for the accuracy and completeness of by or on behalf of the data supplied to Clixx marketing which bases its offer. In the drawings, pictures, catalogs, websites, quotations, advertising material and the like mentioned data are not binding for Clixx marketing unless explicitly stated otherwise by Clixx marketing.
1.4 An agreement is established by means of signature by both parties or by acceptance of Clixx marketing by a customer Clixx marketing order placed for products and services.
1.5 Customer shall bear the risk of the selection of the products and is responsible for the proper use and correct application of the products and the correct installation or other processing of the products in accordance with the agreement.
1.6 All orders are by Clixx marketing conducted on the basis of the customer Clixx marketing timely and writing made data, information, requests and / or requirements.
1.7 The customer is not entitled to transfer the rights and / or obligations under the agreement to a third party without the written consent of Clixx marketing.
Article 2: Price and Payment
2.1 Prices and rates are in euros and exclusive of any other levies imposed by the government.
2.2 If the customer consists of several natural persons and / or legal entities, each of these persons jointly and severally liable to pay the amounts due under the agreement.
2.3 Payment by the customer Clixx marketing must be made in accordance with the payment terms stated on the invoice and quotation. In the absence of such conditions, payment must be made within fourteen (14) days after the invoice date.
2.4 Payment of the products of Clixx marketing made online and via the offered payment methods.
2.5 Payment shall be made without the right to set-off or suspension and without the customer’s payment obligation batter permitted to block or otherwise.
2.6 In case of late or incomplete payment the customer will from that date immediately on the outstanding amount to commercial default interest (in accordance with Article 6: 119 and 6: 120 of the Civil Code) are due, whereby part of a month as a whole month is counted.
2.7 The customer is also obliged to pay reasonable compensation for all judicial and extrajudicial collection costs that are not part of the proceedings, which are set in advance 15% of the total claim.
2.8 Clixx marketing reserves the right to adjust the prices and rates. On price adjustments do not apply to already issued and valid quotations and invoices.
2.9 Clixx marketing is entitled at all times, even in part, after having carried out an order, before providing further customer to require a guarantee for the timely and full payment of the obligation (s).
2.10 If the Client under the Agreement does not comply with obligations and justify this failure dissolution, then the Contractor is entitled to terminate the agreement with immediate effect without any obligation to pay any damages or compensation, while the Client, virtue of default, but for damages or compensation is required.
Article 3: Delivery
3.1 Clixx marketing will endeavor to provide the agreed goods and services within the agreed delivery date or deadline. These data and other agreed times and dates are always an indication. The mere fact that an agreed Clixx marketing above or between the parties (delivery) date Clixx marketing brings not in default. If exceeding any period threatens, Clixx marketing and customer shall without delay enter into consultation to establish a new (indicative) delivery date.
3.2 Delivery of goods and services is via the worldwide web ( “Internet”), unless otherwise agreed.
3.4 If the parties agree that the goods or services are delivered to a delivery address specified by the customer other than those described under 3.3, the transportation or travel expenses of the Clixx marketing establishment to said delivery address for the account and risk of client, unless the parties have agreed otherwise.
3.5 Express shipments that take place at the request of customer made for the account and risk of client.
3.6 Clixx marketing has the right products – by not Clixx marketing attributable causes – can not be transported to the place of destination, cost and risk of storing the customer and to demand payment of the purchase price, if delivery had taken place and storage costs.
3.7 The risk of loss and / or damage to the goods is in accordance with article 7:10 of the Civil Code on customers at the time of delivery as referred to under 3.3.
3.8 All in favor of an order or quotation by Clixx marketing to customer provided pictures, samples, drawings or other documents remain the property of Clixx marketing. The customer is not permitted to a third party explicitly including competing firms to hand over or show without the prior written consent of Clixx marketing.
Article 4: Intellectual Property Rights
4.1 The intellectual property including but not limited to copyright, trademark, patent, trade name and domain name law governing under the agreement customer shall be vested in products Clixx marketing or its licensors. An agreement aims by no means a transfer of the intellectual property rights to client and / or its customers and end users of the products are to be regarded.
4.2 The customer is not any indication of intellectual or industrial property of Clixx marketing or modify its suppliers, remove or make unrecognizable. If this customer requirement also does not perform within the prescribed period, then after giving notice by Clixx marketing, Clixx marketing is entitled to suspend and terminate the agreement on all deliveries of products.
4.3 The customer will not be able to do some property or other right to claim any trademark, trade name, patent, design or copyright or any other right of intellectual or industrial property that prior to entering into the agreement, belongs to Clixx marketing or its supplier.
4.4 The Intellectual Property Rights in the standard user manual accompanying the products remain at all times Clixx marketing and / or its licensors held and transferred in any way to the customer.
4.5 The customer is only allowed to use the goods supplied or otherwise made available to user documentation by Clixx marketing to customer within the organization on behalf of the organization itself for internal purposes.
4.6 Clixx marketing guarantees that do not infringe digital products delivered to the customer in any intellectual property rights of third parties.
Article 5: Guarantee Support & Complaints
5.1 On the client a duty, within fourteen (14) days after delivery of the product to be examined whether the delivered product complies with the agreement.
5.2 Complaints are accepted only if it within fourteen (14) days after the deadline referred to in the previous paragraph, quoting invoice number and stating the reasons are submitted to Clixx marketing relevant products supplied.
5.3 A complaint gives customer is not entitled to suspend or refuse payment.
5.4 The burden of proof that the products of Clixx marketing do not comply with what has been agreed in writing or to what a reasonable and competent Clixx marketing may be expected, lies entirely with customer, without prejudice to the right to deliver the Clixx marketing by all means rebuttal.
5.5 by Clixx marketing to provide customer service support (hereinafter referred to as “Support”) is carried out in respect of the products based on a best efforts obligation.
5.6 With Support means providing telephone, written or electronic support regarding questions from customers about the use of the products supplied.
5.7 Recovery may affect the availability of the products. Clixx marketing will not let it last longer decommissioning of products than necessary.
5.8 Clixx marketing will in no way obligated to correct its defects or to provide support, to the extent that the defects arose in connection with circumstances outside the control or reasonably influence or power of Clixx marketing lie, such as: 1) Modification of the Products, of any kind, not made by Clixx marketing or otherwise, the state in which the products were at time of delivery is compromised in any way; 2) the use of the products in a manner or in connection with other products, not specified in the contract or not permitted under the agreement; 3) defects, faults or imperfections not of Clixx marketing sourced goods.
5.9 Clixx marketing to offer their own choice customer to attempt to resolve the lack of best effort based on time and material at the then current hourly rates and conditions Clixx marketing for customers.
5.10 If an agreement is entered into with a view to performance by a particular person, Clixx marketing is entitled after consultation with the customer to replace this person by one or more other persons with the same or similar qualifications.
5:11 The work is performed by Clixx marketing on the usual days and times of Clixx marketing, unless otherwise agreed in writing.
5.12 The customer makes use of an opinion issued by Clixx marketing for the account and risk of client.
5:13 Clixx marketing is not liable for damages resulting from the use of such products.
Article 6: Force majeure
6.1 Clixx marketing is not obliged to fulfill any obligation to the customer if he is being hampered due to a circumstance that is not due to debt, and neither under the law, a legal act or generally accepted practice in traffic accounted for comes.
6.2 Force majeure is defined in these terms, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which Clixx marketing can not influence but which prevents Clixx marketing unable to the agreement to fulfill these obligations. Strikes in the Clixx marketing company or third parties. Clixx marketing also has the right to invoke force majeure if the circumstance which prevents (further) fulfillment of the contract occurs after Clixx marketing should have fulfilled his obligation.
6.3 Clixx marketing, during the period that the force majeure continues to suspend obligations under the agreement. If this period lasts longer than two months, then each party is entitled to terminate the agreement without any obligation to pay damages to the other party.
Article 7: Products and services from third parties
7.1 The supply and use of third party products, the terms and conditions of the applicable third party.
7.2 Clixx marketing is in no way liable for damage (in) directly resulting from the products of third parties, except as may not be limited or excluded by mandatory provisions.
7.3 Clixx marketing is entitled to use third parties for the execution of the agreement.
Article 8: Confidentiality
8.1 Neither of the two parties, without the prior written consent of the other party’s confidential information to a third party known. Confidential information means all information and data, in whatever form, including business information (such as offers, conditions, processes, methods, marketing strategies, etc.) of the other party, as well as financial information and data of a Party in any way confidential has characterized or the other party can understand the confidential nature.
8.2 This confidentiality obligation does not apply to confidential information:
8.2.1 which is publicly known without such disclosure is a result of an unlawful act of the party whose confidential information is not coming;
8.2.2 which disclosure is required in regard to the basis of any statutory provision or a court order to be able to defend themselves in court, and one other subject to prior written notice of the revelatory party whose confidential information to the party, that such confidential information is released;
8.2.3 which is obtained by the party lawfully without a duty of confidentiality from third parties.
8.3 The parties are free to make it known that they have concluded an agreement.
Article 9: Retention of title and lien
9.1 The products remain supplied to customer owned Clixx marketing until the matter has not been full payment.
9.2 Clixx marketing reserves the right, without judicial intervention, the property of the (partially) take back unpaid goods, without prejudice to the right of compensation in case its customer commitment would not (fully) meet.
9.3 If Clixx marketing of law – referred to in the preceding paragraphs of this article – use, the portion of the purchase price will be settled has been paid to Clixx marketing without prejudice to any right of Clixx marketing damages.
9.4 Clixx marketing may receive under the agreement or objects, products and documents, maintaining, despite an existing obligation to issue or transfer until customer at all Clixx marketing on the matter has paid amounts.
Article 10: Liability
10.1 The total cumulative liability of Clixx marketing towards customer due to a shortcoming in the fulfillment of the Agreement or any other reason, explicitly including any failure in the performance of a customer agreed warranty obligation is limited to reimbursement of direct damage to an amount equal to the by customer prior to the damage-causing event to Clixx marketing, under the agreement, amount paid, except that in the case of a periodic payment from customer the aforementioned liability Clixx marketing limited to direct damages up to an amount equal to the customer by the three (3) months prior to the injurious fact to Clixx marketing under the Agreement, amount paid.
10.2 Clixx marketing shall not be liable for consequential or indirect damages including lost profits, lost savings, loss due to business interruption and / or loss of data files.
10.3 out in Article 10.1 and 10.2 included limitations of liability lapse if the liability of Clixx marketing under mandatory legal provisions should not be excluded or limited, including the law governing product liability (Art. 6: 185 ff Civil Code).
10.4 The effect of Article 7: 404 Dutch Civil Code is expressly excluded. Clixx marketing
10.5 is not liable for damages if Clixx marketing for whatever reason do not perform timely delivery.
10.6 The Customer indemnifies Clixx marketing all claims of third parties are not consumers that, due to product due to a defect in a product or system that is provided by the customer to a third party and that consisted in part by Clixx marketing delivered products, unless and provided that the customer proves that the damage was caused by the products.
10.7 Any right to compensation from client expire in any case as far as the customer immediately after the occurrence of the damage has taken steps to mitigate the damage or prevent further or other damages, including Clixx marketing relevant not as soon as reasonably possible has been informed of all relevant information.
10.8 Unless fulfillment by Clixx marketing is permanently impossible, the liability of Clixx marketing creates grounds of breach in the performance of a contract only if the customer Clixx marketing immediately notice of default in which a reasonable time period for remedying the failure, and Clixx marketing after that period continues to fail attributable to fulfill its obligations. The notice must contain the most complete and detailed description of the failure, so Clixx marketing states to respond adequately to the occasion.
10.9 The provisions of this article and all other limitations and exclusions of liability stated in these Terms and Conditions shall also apply to the benefit of all (legal) persons whose Clixx marketing engages for the execution of the agreement.
10:10 Each issued by Clixx marketing implicit guarantee is subject to the limitation of liability of Clixx marketing as provided in this article. 1
0:11 Clixx marketing accepts no responsibility or liability for the accuracy and / or completeness of its and / or its employees cast proposals and / or recommendations.
Article 11: Termination of Agreement
11.1 Either party is entitled to terminate the contract due to a shortcoming in the performance of the contract only if the other party in all cases after a detailed written notice of default in which a reasonable time is to remedy the shortcoming attributable fails to meet essential obligations under the agreement. Payment obligations of the customer and all other obligations to cooperate with customers or enable a customer by third shall always be essential obligations under the agreement.
11.2 If the customer at the time of termination as provided in Article 11.1 has already received pursuant to the Agreement, this performance and the related payment obligation will not be subject to cancellation, unless the customer proves that Clixx marketing regarding the essential part of that performance is in default. Amounts Clixx marketing invoiced before the dissolution in connection with what it has already properly performed or delivered pursuant to the Agreement shall remain in compliance with the previous sentence remain payable and be immediately due and payable at the time of the dissolution.
11.3 If an agreement which does not end, by its nature and content, for an indefinite period has been entered, this can be done by either party by registered letter be terminated with a notice period of three (3) months. The parties will account cancellation will not be liable for any compensation.
11.4 Customer shall not, in any derogation from Article 7: 408 paragraph 1 DCC, a Contract of service or contract that is entered into for a fixed term to terminate.
11.5 Each party to the agreement without notice with immediate effect in whole or in part in writing if the other party – whether or not provisional – suspension of payment is granted, if in respect of the other party’s bankruptcy is filed, if the business of the other party is liquidated or terminated other than for the purpose of reconstruction or merger, or if changing the decisive control of the enterprise customer. Clixx marketing is not to refund funds already received because of such termination or pay damages.
11.6 Unless otherwise agreed by the parties, all rights, obligations and activities of parties in the event of termination of the contract (for whatever reason) to end at the time of termination of the agreement.
Article 12: Applicable law and disputes
12.1 The agreements are governed between Clixx marketing and customer by Dutch law.
12.2 Any disputes that may arise between client and Clixx marketing following an agreement between Clixx marketing customer or as a result of further agreements resulting therefrom shall be exclusively submitted to the competent court in Amsterdam.
12.3 Notwithstanding the provisions of the preceding paragraph, the parties may agree to initiate an arbitration and / or mediation proceedings.
Article 13: Final Provisions
13.1 Clixx marketing reserves the right to change the Terms and to be completed by written notice to the customer, a period of one (1) month Considering the above.
13.2 Any communication regarding the Terms and Conditions or an agreement must be made at least in writing.
13.3 If any provision of the Terms and Conditions or an agreement wholly or in part should prove not binding, this will have no effect on the binding nature of the remaining provisions.
13.4 Any delay or failure by a party to any right under the contract to the other applicable, shall not be deemed a waiver of such right with respect to that person, unless specified elsewhere in the Terms and Conditions.
13.5 Obligations which are by their nature to also continue after the agreement, shall survive termination of the agreement. These obligations include those arising from the provisions on: confidentiality, intellectual property, liability and applicable law.