General Terms and Conditions

Article 1: General

These terms and conditions apply to every offer, quotation, and agreement between Social Brand partners, hereafter referred to as "Contractor", and the Client to whom the Contractor has declared these terms and conditions applicable, insofar as parties have not explicitly deviated from these terms and conditions in writing.

*These terms and conditions also apply to actions of third parties engaged by the Contractor in the context of an assignment. These general terms and conditions are also written for the employees of the Contractor and its management. The applicability of any purchasing or other conditions of the Client is explicitly rejected.

If one or more provisions in these general terms and conditions are void or destroyed at any time, the remaining provisions in these general terms and conditions will remain fully applicable. Contractor and the Client will then consult to agree on new provisions to replace the void or destroyed provisions, while maintaining the purpose and intent of the original provisions as much as possible. If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made in the "spirit" of these provisions. If a situation arises between parties that is not regulated in these general terms and conditions, this situation must be judged in the spirit of these general terms and conditions. If Contractor does not demand strict compliance with these terms and conditions at all times, this does not mean that the provisions are not applicable or that Contractor would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

Article 2: Quotations, Offers

All quotations and offers from Contractor are non-binding unless the offer includes a period for acceptance. If no acceptance period is stated, the offer will always expire after 30 days. Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or typo.

The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping, and administrative costs, unless otherwise indicated.

If the acceptance deviates (even on minor points) from the offer included in the quotation or offer, Contractor is not bound by it. The agreement is not concluded in accordance with this deviating acceptance, unless Contractor indicates otherwise. A composite quotation does not oblige Contractor to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3: Contract duration, execution periods, transfer of risk, execution and amendment of agreement, price increase

The agreement between Contractor and the Client is entered into for a fixed period, unless otherwise follows from the nature of the agreement or if the parties explicitly and in writing agree otherwise. If a period has been agreed or specified for the execution of certain activities or the delivery of certain goods, this is never a strict deadline. In the event of a delay, the Client must therefore notify the Contractor in writing. The Contractor must be given a reasonable period to still execute the agreement.

The Contractor will carry out the agreement to the best of their knowledge and ability and in accordance with the requirements of good craftsmanship. All this based on the state of knowledge at that time.

The Contractor is entitled to have certain activities carried out by third parties. The applicability of Article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

If, in the context of the assignment, work is carried out by the Contractor or third parties engaged by the Contractor at the location of the Client or a location designated by the Client, the Client shall provide, free of charge, the facilities reasonably desired by those employees.

The Contractor is entitled to carry out the agreement in different phases and to invoice each phase separately. If the agreement is executed in stages, the Contractor may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.

The Client shall ensure that all data, which the Contractor indicates are necessary or which the Client should reasonably understand are necessary for the execution of the agreement, are provided to the Contractor in a timely manner. If the data required for the execution of the agreement are not provided to the Contractor on time, the Contractor has the right to suspend the execution of the agreement and/or to charge the Client the extra costs resulting from the delay at the usual rates. The execution period does not commence until the Client has made the data available to the Contractor. The Contractor is not liable for any damage whatsoever caused by the Contractor having relied on incorrect and/or incomplete data provided by the Client.

If, during the execution of the agreement, it becomes apparent that it is necessary to change or supplement it in order to carry out it properly, the parties will proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, the competent authorities, etc., is changed and this changes the agreement qualitatively and/or quantitatively, this may have consequences for what was originally agreed upon. This may also result in an increase or decrease of the originally agreed amount. The Contractor will provide a price quotation as much as possible in advance of any changes to the agreement. A change in the agreement may also result in a change to the originally specified execution period. The Client accepts the possibility of changing the agreement, including the change in price and execution period.

If the agreement is changed, including an addition, the Contractor is entitled to execute it only after approval by the authorized person within the Contractor and the Client's agreement with the specified price and other conditions for execution, including the determined time for execution. Not executing or immediately executing the amended agreement does not constitute a breach of contract by the Contractor and is not a basis for the Client to terminate or cancel the agreement.

Without defaulting, the Contractor may refuse a request to change the agreement if it could have qualitative and/or quantitative consequences, for example, for the work to be performed or the goods to be delivered in that context.

If the Client fails to fulfill his obligations towards the Contractor, the Client is liable for all damage directly or indirectly caused to the Contractor.

If the Contractor agrees to a fixed fee or price with the Client, the Contractor is nevertheless entitled to increase this fee or price at any time without the Client being entitled to terminate the agreement for that reason if the increase in price results from an authority or obligation under the law or regulation or is due to a rise in the prices of raw materials, wages, etc., or for other reasons that were not reasonably foreseeable when entering into the agreement.

If the price increase other than as a result of a change in the agreement exceeds 10% and takes place within three months of the conclusion of the agreement, only the Client entitled to invoke Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to terminate the agreement by a written statement unless the Contractor is still willing to execute the agreement based on the originally agreed amount; if the price increase results from an authority or obligation resting on the Contractor under the law; if it is agreed that delivery will take longer than three months after the conclusion of the agreement; or, in the case of delivery of goods, if it is agreed that delivery will take longer than three months after the purchase.

Article 4: Suspension, Termination, and Termination for Convenience of the Contract

The Contractor is authorized to suspend performance or terminate the contract if the Client fails to fulfill its obligations under the contract, either in whole or in part, or fails to do so in a timely manner. The Contractor is also authorized to suspend performance or terminate the contract if circumstances arise after the conclusion of the contract that give good cause to believe that the Client will not fulfill its obligations, if the Client was asked to provide security for the performance of its obligations under the contract at the time of conclusion of the contract and such security is not provided or is insufficient, or if, due to delay on the part of the Client, the Contractor can no longer be expected to perform the contract under the originally agreed conditions.

Furthermore, the Contractor is authorized to terminate the contract if circumstances arise that are of such a nature that performance of the contract is impossible or if other circumstances arise that are of such a nature that the Contractor cannot reasonably be expected to maintain the contract in its original form. If the contract is terminated, the Contractor's claims against the Client become immediately due and payable. If the Contractor suspends performance, it retains its rights under the law and the contract.

If the Contractor proceeds with suspension or termination, it is in no way obliged to compensate for any damage or costs incurred as a result. If the termination is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, directly and indirectly incurred as a result. If the Client fails to fulfill its obligations under the contract, and such non-performance justifies termination, the Contractor is entitled to immediately and with immediate effect terminate the contract without any obligation to pay any damages or compensation, while the Client, due to breach of contract, is obliged to pay damages or compensation.

If the agreement is terminated prematurely by the Contractor, the Contractor will, in consultation with the Client, ensure the transfer of work to be performed to third parties. This is unless the termination is attributable to the Client. If the transfer of work results in additional costs for the Contractor, these costs will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless the Contractor indicates otherwise.

In the event of liquidation, (application for) suspension of payment or bankruptcy, attachment - if and insofar as the attachment has not been lifted within three months - to the detriment of the Client, debt restructuring, or any other circumstance that prevents the Client from freely disposing of its assets, the Contractor is free to immediately terminate the agreement or cancel the order or agreement, without any obligation to pay any compensation or indemnity.

The Contractor's claims against the Client are immediately due and payable in such a case.

If the Client cancels a placed order in whole or in part, the work already performed and the goods ordered or prepared for it, plus any associated transport and delivery costs, and the labor time reserved for the execution of the agreement, will be charged in full to the Client.

Article 5: Force Majeure

Opdrachtnemer (Contractor) is not obligated to fulfill any obligation towards the Opdrachtgever (Client) if it is hindered due to circumstances beyond its control, not attributable to fault, and for which it cannot be held responsible under the law, a legal act, or prevailing views in society.

Force majeure in these general terms and conditions is understood to mean, in addition to what is understood by law and jurisprudence, all external causes, foreseen or unforeseen, on which Opdrachtnemer (Contractor) has no influence, but which prevent Opdrachtnemer (Contractor) from fulfilling its obligations. This includes strikes in the business of Opdrachtnemer (Contractor) or third parties. Opdrachtnemer (Contractor) also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after Opdrachtnemer (Contractor) should have fulfilled its obligation.

Opdrachtnemer (Contractor) may suspend the obligations under the agreement during the period that force majeure continues. If this period lasts longer than [object Object], then each of the parties is entitled to terminate the agreement without obligation to compensate the other party for damages.

Insofar as Opdrachtnemer (Contractor) has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure, or will be able to fulfill them, and the fulfilled or to be fulfilled part has an independent value, Opdrachtnemer (Contractor) is entitled to separately invoice the already fulfilled or to be fulfilled part. The Opdrachtgever (Client) is obliged to pay this invoice as if it were a separate agreement.

Article 6: Payment and Collection Costs

Payment must always be made within 14 days after the invoice date, in the currency in which the invoice was issued, on a manner specified by the Contractor, unless otherwise indicated in writing by the Contractor.

The Contractor is entitled to invoice periodically.

If the Client fails to pay an invoice on time, the Client is in default by operation of law. The Client is then liable for statutory interest. The interest on the outstanding amount will be calculated from the moment the Client is in default until the moment the full amount owed is paid.

The Contractor has the right to apply payments made by the Client first to the costs, then to the outstanding interest, and finally to the principal and the current interest. The Contractor may refuse an offer of payment without being in default, if the Client designates a different order for the allocation of the payment. The Contractor may refuse full repayment of the principal, if the outstanding and current interest and collection costs are not also paid.

The Client is never entitled to set off the amount owed by him to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to invoke Section 6.5.3 (articles 231 to 247 of book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

If the Client is in default or in breach of his obligations, all reasonable collection costs incurred out of court shall be borne by the Client. The extrajudicial costs shall be calculated based on what is customary in Dutch collection practice, currently the calculation method according to the Report Voorwerk II. However, if the Contractor has incurred higher collection costs that were reasonably necessary, the actual costs incurred shall be reimbursed. Any judicial and enforcement costs incurred will also be charged to the Client. The Client is also liable for interest on the collection costs owed.

Article 7: Retention of Title

The items delivered by the Contractor in the context of the Agreement shall remain the property of the Contractor until the Client has duly fulfilled all obligations arising from the Agreement(s) concluded with the Contractor.

The items delivered by the Contractor, which fall under the retention of title in accordance with clause 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber the items falling under the retention of title in any other way.

The Client must always do everything that can reasonably be expected of him to safeguard the property rights of the Contractor.

If third parties attach the items delivered under retention of title or wish to establish or enforce rights to them, the Client is obliged to inform the Contractor immediately. Furthermore, the Client undertakes to insure and keep insured the items delivered under retention of title against fire, explosion and water damage, as well as theft, and to show the policy of this insurance to the Contractor upon first request. In the event of a possible payout of the insurance, the Contractor is entitled to these funds. To the extent necessary, the Client undertakes in advance to cooperate with everything that may be necessary or desirable in this regard.

In the event that the Contractor wishes to exercise its property rights referred to in this article, the Client hereby gives unconditional and irrevocable permission in advance to the Contractor and to third parties appointed by the Contractor to enter all those places where the Contractor's property is located and to take it back.

Article 8: Guarantees, Inspection, Complaints, Statute of Limitations

The items to be supplied by the Contractor meet the usual requirements and standards that can reasonably be set at the time of delivery and are intended for normal use in the Netherlands. The warranty mentioned in this article applies to goods intended for use within the Netherlands. In the case of use outside the Netherlands, the Client must verify whether such use is suitable for the intended use there and complies with the conditions set forth therein. In that case, the Contractor may impose other warranty and other conditions regarding the goods to be supplied or work to be carried out.

The warranty referred to in paragraph 1 of this article applies for a period of [object Object] from delivery, unless otherwise provided by the nature of the item delivered or unless otherwise agreed by the parties. If the warranty provided by the Contractor concerns an item produced by a third party, the warranty is limited to that provided by the manufacturer of the item, unless otherwise stated.

Any form of warranty expires if a defect arises as a result of or stems from improper or unauthorized use thereof or use after the expiration date, incorrect storage, or maintenance by the Client and/or by third parties when, without written permission from the Contractor, the Client or third parties have made changes to the item or attempted to do so, attached other items to it that should not be attached, or if it has been treated differently than prescribed.

The Client shall also not be entitled to any warranty claim if the defect arises from or is the result of circumstances over which the Contractor has no control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.

The Client is obliged to inspect the delivered goods or the relevant work immediately at the moment they are made available to him. The Client must examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements agreed upon by the parties. Any visible defects must be reported in writing to the Contractor within [object Object] of delivery. Any non-visible defects must be reported to the Contractor in writing immediately, but in any event no later than fourteen days after they are discovered. The report must contain the most detailed possible description of the defect so that the Contractor can respond appropriately. The Client must provide the Contractor with the opportunity to investigate a complaint.

If the Client complains in a timely manner, this does not suspend his payment obligation. In that case, the Client remains obliged to purchase and pay for the other goods ordered and what he has instructed the Contractor to do.

If a defect is reported at a later time, the Client will no longer be entitled to repair, replacement, or compensation.

If it is determined that a product is defective and a timely complaint has been made in that regard, the Contractor will, within a reasonable period after receiving the returned product or, if return is not reasonably possible, written notice of the defect by the Client, at the Contractor's option, replace the defective product, provide for its repair or provide a replacement compensation to the Client. In the event of replacement, the Client is obliged to return the replaced product to the Contractor and transfer ownership thereof to the Contractor, unless otherwise indicated by the Contractor.

If it is determined that a complaint is unfounded, all costs incurred as a result thereof, including investigation costs, shall be fully borne by the Client.

After the warranty period has expired, all costs for repair or replacement, including administrative, shipping and travel costs, will be charged to the Client.

In deviation from the statutory limitation periods, the limitation period for all claims and defenses against the Contractor and third parties involved by the Contractor in the execution of an agreement, is [object Object].

Article 9: Liability

If the Contractor were to be liable, this liability is limited to what is stipulated in this provision.

The Contractor is not liable for any damages, of any kind, resulting from the Contractor relying on incorrect and/or incomplete data provided by or on behalf of the Client.

If the Contractor were liable for any damages, the Contractor's liability is limited to a maximum of the invoice value of the order, or to that part of the order to which the liability pertains.

In any case, the Contractor's liability is always limited to the amount paid out by the Contractor's insurer, if applicable.

The Contractor is solely liable for direct damages.

Direct damages only include reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination concerns damage as referred to in these terms and conditions, any reasonable costs incurred to ensure that the Contractor's defective performance conforms to the agreement, insofar as they can be attributed to the Contractor, and reasonable costs incurred to prevent or limit damage, provided that the Client can demonstrate that these costs led to the limitation of direct damage as referred to in these general terms and conditions. The Contractor is never liable for indirect damages, including consequential damages, lost profits, missed savings, and damages resulting from business interruption.

The limitations of liability set forth in this article do not apply if the damage is due to the Contractor's intent or gross negligence or that of its supervisory staff.

Article 10: Indemnification

The Client indemnifies the Contractor against any claims by third parties who suffer damage in connection with the performance of the agreement, and where the cause thereof is attributable to someone other than the Contractor. If the Contractor is held liable by third parties as a result, the Client is obliged to provide the Contractor with both extrajudicial and judicial assistance, and to take immediately all measures that can be expected of him in that case. If the Client fails to take adequate measures, the Contractor is entitled, without notice of default, to take action himself. All costs and damages incurred by the Contractor and third parties as a result will be fully borne by and at the risk of the Client.

Article 11: Intellectual property

The Contractor reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual property laws and regulations. The Contractor has the right to use the knowledge gained from the execution of an agreement on his part for other purposes as well, insofar as this does not involve strictly confidential information from the Client being made known to third parties.

Article 12: Applicable law and disputes

Dutch law applies exclusively to all legal relationships in which the Contractor is a party, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship resides there. The applicability of the Vienna Sales Convention is excluded.

The court in the Contractor's place of establishment has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. However, the Contractor has the right to submit the dispute to the competent court according to the law.

Parties will only invoke the court after they have made every effort to settle a dispute through mutual consultation.

Article 13: Location and amendment of general terms and conditions

These terms and conditions have been deposited with the Chamber of Commerce 83806199.

The most recently deposited version, or the version that applied at the time the legal relationship with the Contractor was established, is always applicable.

The Dutch text of the general terms and conditions is always decisive for its interpretation.