General Terms and Conditions
GENERAL TERMS AND CONDITIONS OF DELIVERY AND SALE LEESBRILLENBOX BV ALMERE.
1.1. buyer: the natural person or legal person with whom Leesbrillenbox BV concludes an agreement.
1.2. general terms and conditions: these general terms and conditions of delivery and sale of Leesbrillenbox BV.
1.3. Leesbrillenbox BV: the company that declares these general terms and conditions applicable to the agreement or another company pertaining to Leesbrillenbox BV.
1.4. services: the services to be supplied to the buyer by Leesbrillenbox BV on the basis of the agreement, as outlined in the agreement.
1.5. agreement: the agreement between Leesbrillenbox BV and the buyer for the supply of services.
1.6. party: each party to the agreement.
2. Applicability of general terms and conditions
2.1. These general terms and conditions are applicable to the proposal and supply of services by Leesbrillenbox BV and form an integral part of the agreement between Leesbrillenbox BV and the buyer.
2.2. Leesbrillenbox BV is entitled to change the general terms and conditions unilaterally. The buyer shall be informed in writing of changes in the general terms and conditions in a timely fashion. The changes in the general terms and conditions are applicable to already existing agreements. By (continuing) to purchase the services by the buyer after a change of the general terms and conditions the buyer is deemed to have accepted the said change.
2.3. It is only possible to deviate from the general terms and conditions or from one ore more provisions set forth in the general terms and conditions by written agreement between Leesbrillenbox BV and the buyer. Leesbrillenbox BV expressly rejects the applicability of any (general) terms and conditions that are applied by the buyer.
3. Conclusion of agreement
3.1. The agreement is concluded through written confirmation by Leesbrillenbox BV of the oral or written order of the buyer or through written acceptance by the buyer of an offer provided by Leesbrillenbox BV in writing.
3.2. Each and every agreement is concluded on the condition precedent of sufficient availability of the services and acceptance of the buyer by Leesbrillenbox BV
3.3. Leesbrillenbox BV may at the request of the buyer provide a written offer for the supply of the services. The offer is valid for the time limit included in the offer. If the offer does not include a time limit then the offer shall be valid for thirty (30) days.
3.4. Proposals of Leesbrillenbox BV with regard to the services are subject to contract and subject to change and availability.
4. Fee and payment
4.1. The buyer shall pay the fee specified in the agreement for the services supplied by Leesbrillenbox BV in the manner indicated in the agreement. The parties may agree that the fee payable for the supply of the services shall fully or partly be paid in advance.
4.2. Any and all fees specified in the agreement are excluding VAT and other official duties.
4.3. Leesbrillenbox BV shall invoice the buyer for the amounts payable by the buyer. The buyer shall pay the invoices within fourteen (14) days after the date of the invoice, unless stipulated otherwise upon supply. If the buyer does not pay the invoices within fourteen (14) days after the date of the invoice then the buyer shall automatically be in default without any notice of default being required. The buyer is not entitled to in any way whatsoever set the amounts payable to Leesbrillenbox BV off against amounts payable to the buyer by Leesbrillenbox BV.
4.4. In case of late payment Leesbrillenbox BV is entitled to: (a) suspend the supply of the services without a notice of default or notification being required, and (b) charge the statutory interest plus three per cent (3%) on the full payable amount as from the date when payment had to take place up to the date that the payable amount has been received by Leesbrillenbox BV. The buyer shall compensate Leesbrillenbox BV for any and all costs that the latter needs to incur to collect the payable amount, including costs of legal assistance, procedural costs, and extrajudicial costs, which costs shall amount to at least fifteen per cent (15%) of the payable amount with a minimum of EUR 150.00.
4.5. In derogation from article 4.3 the parties may agree that the amounts payable by the buyer shall be paid in cash, in advance or by direct debit on the basis of the conditions as outlined in the agreement.
4.6 If the buyer is of the opinion that the invoiced amounts are incorrect then the buyer is held to react in writing and in a specific manner within the payment term as intended in article 4 paragraph 3. Failing this kind of protest the right to object to the level of the invoiced amounts expires.
5. Obligations of Leesbrillenbox BV
5.1. Leesbrillenbox BV shall offer the services in consideration of the provisions set forth in the agreement. Leesbrillenbox BV commits to perform the arrangements laid down in the agreement to the best of its ability.
5.2. Leesbrillenbox BV reserves the right to fully or partly suspend the supply of the services to the buyer if the buyer imputably fails to comply with an obligation pursuant to this agreement.
5.3. The services are offered and supplied by Leesbrillenbox BV without any warranty in terms of (uninterrupted) availability, safety, suitability, absence of viruses, reliability or otherwise.
5.4. The stipulated start date of the services is a target date. Leesbrillenbox BV reserves the right to postpone the supply of the services on the basis of unforeseen circumstances, including but not limited to circumstances of a technical nature. If the start date is postponed by Leesbrillenbox BV then the only compensation for the buyer shall consist of the supply of the services by Leesbrillenbox BV for a period equal to the stipulated period or the supply of alternative services to the buyer, such in proper consultation with the buyer.
6. Obligations and limitations of buyer
6.1. The buyer shall purchase the services in consideration of the provisions set forth in the agreement.
6.2. The buyer is held to inspect the supply of the services by Leesbrillenbox BV at the start of the supply of the services and continuously thereafter and to immediately report potential shortcomings to Leesbrillenbox BV in writing, failing which the buyer is deemed to have accepted the services without proviso. If the buyer reports a defect in the services to Leesbrillenbox BV then Leesbrillenbox BV shall make an effort to solve the defect as soon as possible.
6.3. The buyer is not allowed to use services in breach of the provisions set forth in the agreement, the general terms and conditions, the relevant and applicable statutory provisions, the Dutch Advertising Code, and the diligence befitting the generally accepted practice.
6.4. The buyer is, inter alia, not allowed to use the services to:
a. reproduce and/or disclose and/or change software or other materials if this kind of reproduction and/or disclosure and/or change infringes rights, including intellectual property rights, of third parties;
b. make unlawful statements;
c. objectionably approach, threaten or otherwise hinder people;
d. send large amounts of email messages (including spam) to third parties, whether or not for a commercial purpose;
e. send email messages or upload files that contain viruses or comparable software programmes that may prejudice the operation of the services offered by Leesbrillenbox BV, the Internet or the computers and/or software of third parties;
f. adopt a false identity;
g. limit third parties in the possibility to use the services offered by Leesbrillenbox BV and/or the Internet.
6.5. The buyer is personally responsible for the (continued) availability of software, hardware (including peripheral equipment) and/or (Internet) connections required to use the services.
6.6. To the extent that the services are related to the placing of advertisements and/or the placing of links the buyer acknowledges being fully responsible for the content of the advertisements and links and/or the content of the websites to which the advertisements and links refer. The buyer indemnifies Leesbrillenbox BV against any and all claims of third parties that are related to the content of the advertisements and links and/or the content of the websites to which the advertisements and links refer.
7. Liability and indemnification
7.1. Leesbrillenbox BV shall never be liable for any direct or indirect damages, including but not limited to consequential damages, losses due to business interruptions, losses due to delays, lost orders, lost profit and processing costs of the buyer related to or deriving from the agreement or the services, unless the said damages are caused by intent or intentional recklessness of Leesbrillenbox BV
7.2. Without prejudice to the provisions set forth elsewhere in these general terms and conditions, the liability of Leesbrillenbox BV vis-à-vis the buyer, on any account whatsoever, shall per event (in the course of which a coherent series of events is qualified as one event) be limited to the fees paid to Leesbrillenbox BV by the buyer for the stipulated services (excluding VAT) in the three (3) months prior to the harmful event.
7.3. The buyer indemnifies Leesbrillenbox BV against any and all damages and/or claims of third parties related to or deriving from (a) the use of the services by the buyer, and (b) an act and/or omission of the buyer in breach of the provisions set forth in the agreement and these general terms and conditions.
8. Term, termination and dissolution
8.1. The agreement between Leesbrillenbox BV and the buyer is concluded for the placing or term specified in the agreement.
8.2. Unless stipulated otherwise in the agreement, the agreement shall never automatically be renewed for the same term after expiry of the term as intended in article 8.1, unless stipulated in advance.
8.3. Leesbrillenbox BV is entitled to terminate the agreement in writing with immediate effect without stating reasons if the buyer:
(a) is deemed not to be creditworthy by Leesbrillenbox BV; and/or
(b) if the buyer does not comply with one or more obligations pursuant to the agreement or not entirely.
8.4. Leesbrillenbox BV is entitled to dissolve the agreement out of court with immediate effect without any further notice of default if:
(a) the buyer is declared bankrupt;
(b) a bankruptcy petition was filed in respect of the buyer;
(c) the buyer was granted suspension of payment; or
(d) the buyer applied for suspension of payment.
9. Force majeure
9.1. Leesbrillenbox BV shall not be held to comply with one or more obligations pursuant to the agreement if it is prevented from doing so as a result of force majeure. Force majeure is also understood as a non-imputable shortcoming of third parties or suppliers relied on, the temporary unavailability or insufficiency of hardware, software and/or Internet or other telecommunication connections that are required for the supply of the services as well as each and every other situation that is beyond the (decisive) control of Leesbrillenbox BV. In case of a situation of force majeure Leesbrillenbox BV shall not be held to compensate any damages incurred by the buyer as a result of the situation of force majeure.
9.2. As soon as the situation of force majeure has continued for more than three (3) months the buyer shall be entitled to terminate the agreement in writing with immediate effect.
10. Intellectual property
10.1. The intellectual property rights on any and all services supplied or made available by Leesbrillenbox BV within the framework of the agreement remain vested in Leesbrillenbox BV or its licensors. If so required for the use of the services by the buyer Leesbrillenbox BV grants the user a limited, non-exclusive, non-transferable right to use the intellectual property rights on the services.
10.2. The intellectual property rights on materials and data that the buyer makes available to Leesbrillenbox BV within the framework of the agreement remain vested in the buyer or its licensors. If so required for the supply of the services by Leesbrillenbox BV the buyer grants Leesbrillenbox BV a limited, non-exclusive, non-transferable right to use the intellectual property rights. The buyer indemnifies Leesbrillenbox BV against any and all claims of third parties and claims of third parties deriving there from that are related to the use by Leesbrillenbox BV of the materials and data made available to Leesbrillenbox BV by the buyer and the relevant intellectual property rights.
11.1. The content of the agreement and the general terms and conditions jointly determine the legal relationship between the parties and replace any and all arrangements previously agreed on between the parties regarding the subject matter of the agreement.
11.2. Leesbrillenbox BV can, at it sole discretion, rely on third parties for the implementation of the agreement.
11.3. Without prior written consent of the buyer Leesbrillenbox BV can transfer its rights and obligations on account of the agreement to third parties. Leesbrillenbox BV shall inform the buyer in writing of this kind of transfer of rights and obligations.
12. Applicable law and competent court
12.1. Dutch law is applicable to the agreement, the general terms and conditions of delivery and sale and/or the supply of the services.
12.2. Disputes deriving from the agreement, the general terms and conditions of delivery and sale and/or the supply of the services shall, if an amicable solution of the dispute cannot be realised between Leesbrillenbox BV and the buyer, be brought to the cognisance of the competent court in Amsterdam.