Article 1:        General stipulations

 The following definitions are used in these General Conditions

User: TEXX International Communications BV, conducting business in Apeldoorn, the Netherlands.

Client: the firm or professional institution which has commissioned work to be done by the user and which has accepted the user’s Conditions for Provision of Service.

Work: all the services which the user undertakes to carry out on behalf of its clients, including in particular marketing, translation, copywriting and interpreting services, as well as the delivery of goods.

Article 2:        Applicability

 2.1                   The Conditions for Provision of Service apply to all agreements concluded with the user and to all offers made by the user.

 2.2                   Any deviations from these Conditions are only possible per transaction and only if the user has consented thereto in writing.

Article 3:        Offers

 3.1                   All offers are non-committal, unless the user has expressly indicated otherwise in writing.

 3.2                   Each offer remains valid for 30 days, unless the offer indicates otherwise.  An agreement first comes into force after written confirmation of the commission by user and client.

 3.3                   If a dispute arises regarding acceptance of the offer by the client, the client may demonstrate acceptance only by means of written documents.

 3.4                   All brochures and prices lists sent at the time of making an offer remain the property of the user.  The client is expressly forbidden to copy such information and/or to make it known to third parties by whatever means without the prior written consent of the user.  The use of information provided at the time of making an offer must remain limited to the parties concerned in relation to the commission to be undertaken.

 3.5                   At the user’s first request and, moreover, if no agreement is reached, all the information provided by the user must immediately be returned thereto.

Article 4:        Delivery of work

 4.1                   The delivery times indicated are only approximate.  The user will do his best to deliver work in accordance with the deadline indicated in the job order confirmation.  Unless indicated and/or agreed otherwise, the user takes upon himself no obligation with regard to the deadline and late delivery gives no right to damages of any kind to the client, nor to dissolution of the agreement.

 4.2                   If the user defaults on fulfilling his obligations in time, the client has the right to set a reasonable period - though at least ten days - within which the user may fulfil such obligations.  If the user still fails to fulfil his obligations within the period thus set, the client has the right to dissolve the agreement by registered letter, without the client having any right to damages of any kind whatsoever.

 4.3                   The user reserves the right, if there are doubts as to the creditworthiness of the client or for other business reasons, to request an advance payment or surety for the first delivery of work or subsequent ones. If the requested surety is not forthcoming in due time, the user is empowered to suspend or refuse deliveries.

 4.4                   The user is entitled to make use of the services of third parties in order to perform the contract.

 4.5                   The user is entitled to deliver work in sections (part-deliveries), which may be invoiced separately.  The client is then obliged to pay in accordance with the stipulations of Article 8 of these Conditions.

Article 5:        Copyright

Unless otherwise agreed in writing, the user maintains the copyright to the texts and/or translations produced thereby.

Article 6:        Prices

6.1                   The prices quoted by the user are non-committal and apply only to the quantities offered and the established conditions.  Work not included in the agreement will be charged for at the user’s standard rates.

6.2                   Unless otherwise agreed in writing, the prices indicated for work are per word.  Prices are exclusive of VAT and other taxes and levies relating to the products being delivered.

6.3                   Prices remain in force until new price lists are issued.

Article 7:        Complaints

7.1                   Shortcomings in the work carried out may only be validated by means of a complaint.  Complaints - with a precise description of the facts to which the complaint related - will then only be accepted if they are made directly to the user by registered letter and are in the possession of the user within 14 days after delivery of the work.  Complaints by or on behalf of the client or third parties will no longer be possible after any processing/publication of the work carried out by the user.

 7.2                   Complaints relating to specific quality requirements made by the client will not be accepted unless those requirements have been made known in writing when issuing the commission and were accepted by the user in writing.

 7.3                   Complaints about invoices must be made by registered letter and must be in the possession of the user within 14 days of the date of sending the invoices.

 7.4                   Once the aforementioned periods have expired the client will be considered to have approved the work or invoice.  Thereafter no complaints will be considered by the user.

 7.5                   If the user considers the complaint to be well-founded, then - in the exclusive opinion of the user - the user shall be exclusively obliged to bring the defective products up to the required standard or to refund the client with all or part of the price, without the client having recourse to a claim for damages of whatever nature.

 7.6                   If, on the basis of the previous paragraph the entire sale price is refunded to the client, the client is not permitted to make use of the work delivered.  All work delivered must be returned to the user at the latter’s first request.  With a partial refund of the sale price, the stipulations of this paragraph apply to that part of the work for which the sale price was refunded.

 7.7                   Making a complaint does not absolve the client from his obligations to pay the user.

Article 8:        Payments

 8.1                   Invoices must be paid by means of a bank transfer to the user’s account at a bank or Giro account designated by the user, within 30 days of invoice date, without any rights to discounts or debt set-off.

 8.2                   If payment does not take place within the period specified herefor, the client will be in default ipso jure and the user shall be entitled to claim the legal rate of interest in addition to the outstanding amount, without further notice of default.

 8.3                   If the client remains in default on payment of the invoice even after the issue of a demand-note, any out-of-court costs incurred in recovering the amount owed, including the costs of appointing a legal adviser, will be charged to the client.  The extrajudicial collection costs will amount to at least 15% of the amount owed by the client, with a minimum of € 115.

8.4                   Payments made by the client shall, after the user has claimed interest and costs in addition to the principal sum in accordance with the stipulations of this paragraph, be deducted first form the costs, then from the interest and finally from the principal sum.

Article 9:        Liability

 9.1                   The user undertakes to fulfil his obligations deriving from the agreement concluded with the client to the best of his abilities.  However, the user is not liable for any damage, whether direct or indirect, material or immaterial or of any kind whatsoever, which is the consequence of the work delivered to the client by the user.

 9.2                   The user is liable for damage caused by violation of copyrights, patents, licences and/or other intellectual property rights of third parties as a consequence of the use of information provided by or on behalf of the client, such as texts, models, designs and the like.  The client shall absolve the user from the claims of third parties in this regard, whatever their nature.

Article 10:      Force majeure

 The user is not liable for damage of any kind arising in consequence of force majeure.  Force majeure shall be taken to mean a circumstance that cannot be blamed on the user and which prevents the latter from fulfilling the agreement.

Article 11:      Default of the client

 If the client fails to fulfil any obligation arising out of the agreement, or does not do so properly or in time, or in case of bankruptcy, judicial postponement of debt payments or liquidation of his business, he will be considered ipso jure to be in default and the user shall have the right, without issuing a notice of default and without legal intervention to suspend or dissolve partly or entirely all agreements concluded with the client, without being held liable for any damages.

Article 12:      Applicable law

 Dutch law alone shall govern all agreements concluded with the user.

Article 13:      Settlement of disputes

 13.1                 The parties shall in principle settle amicably all disputes arising from agreements concluded with the user and to which these Conditions apply.

 13.2                 Disputes arising between the parties which cannot be settled amicably will in the first instance be laid before the sub-district court at Apeldoorn or the court at Zutphen.

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