General Terms and Conditions for the sale of goods and services of Electronic Merchandise Promotions B.V. t/a E.M.P., as filed with the Tilburg Office of the Chamber of Commerce and Industry for Central Brabant as from 8 June 1995 under registration number 2779.
Article 1 Applicability
1.1 These terms and conditions apply to all agreements in which E.M.P., referred to below as the Supplier, acts as the producer, seller and supplier of goods and services, in the broadest sense, towards its other party, referred to below as the Customer, and all ensuingagreements.
1.2 Amendments to the agreement are valid only if these have been expressly communicated to the Supplierin writing and the Supplier has expressly accepted these amendments inwriting.
1.3 Correspondence relating to these terms and conditions can be addressed to Kerkstraat 42-2, 5253 AP,Nieuwkuijk.
Article 2 Offers
2.1 All offers are made without obligation, unless they include a deadline for acceptance by the Customer. If an offer is subject to contract and is accepted, the Supplier will be entitled torevoke the offer within two days of receipt of the acceptance.
2.2 If the agreement is entered into in writing, it will be concluded on the day that the Supplier signs thecontract.
2.3 Additional work refers to everything that the Supplier delivers and/or introduces during the performance of the agreement, in consultation, whether or not recorded in writing, which exceeds the quantities expressly recorded in the contract or order confirmation or services that the Supplier performs in excess of those expressly recorded in the contract or orderconfirmation.
Verbal undertakings by and arrangements made with employees of the Supplier are not binding on the Supplier until and insofar as it has confirmed these in writing.
Article 3 Price
3.1 The prices stated by the Supplier exclude turnover tax and are based on delivery ex factory, except insofar asthese terms and conditions stipulate otherwise. Ex factory means the Supplier’s businesssite.
3.2 The Supplier is entitled to change the prices of agreements that have already been concluded,if:
- this change is due to changes in the established foreign currencyrates;
- prices of goods that the Supplier does not manufacture itself, wages, salaries, social and/or other government charges, levying of duties, freight and insurance premiums change after the agreement isconcluded.
3.3 In the case as referred to in paragraph 2, the Customer is not entitled to terminate all or part of theagreement.
3.4 TheSupplierisentitledatalltimes,beforedeliveryorcontinuingwithdelivery,torequiretheCustomertoprovide adequate security to the Supplier for the fulfilment of its obligations towards the Supplier, failing which the Supplier will be entitled to terminate the agreement, or to consider it terminated for thefuture.
3.5 If there is any non-attributable breach on the side of the Supplier, the Supplier will be entitled to terminate the agreement with theCustomer.
3.6 If a change as referred to in paragraph 2 occurs, the Supplier will be entitled to refuse to make deliveries if it may reasonably assume that the Customer will not perform the agreement in accordance with thechange.
3.7 The Supplier is entitled under the agreement to charge for additional work that it performs, as soon as it knows the amount to be charged for that purpose. The rules as set out in paragraph 1 of this article apply to the calculation of additional work. If the Supplier must make new drawings, calculations, descriptions, models/designs, tools, etc. for any repeat orders, the costs of these will becharged.
3.8 Packaging is not included in the price and is charged separately. Packaging will not be taken back, unless written agreements are concluded for thatpurpose.
Article 4 Delivery
4.1 The delivery period starts on the latest of the followingdates:
- the day on which the agreement isconcluded;
- the day on which the Supplier receives the necessary documents, data, licences/permits,etc.;
- the day on which the necessary formalities for the commencement of the work have beenfulfilled;
- the date on which the Supplier receives the advance payment that has to be made under the agreement for the work to commence.
4.2 If a delivery date or week has been agreed, the delivery period is the period between the date on which the agreements are concluded and the delivery date orweek.
4.3 TheCustomermayneverregardagreeddeliveryperiodsasstrictdeadlines,unlessexpresslyagreedotherwisein writing. The Supplier must therefore be given an express, written notice of default if delivery islate.
4.4 Inthecaseasreferredtoinparagraph2,theCustomerwillnotsimplybeentitledtoterminateallorpartofthe agreement, except where the Supplier has acted intentionally or been grosslynegligent.
4.5 Failure to comply with the delivery period, for whatever reason, does not entitle the Customer to perform the work, or to have the work performed, under the agreement without judicialauthorisation.
Any contractual penalty for failing to comply with the delivery period must be deemed to replace any right of the Customer to compensation. Such a penalty is not payable if the failure to comply with the delivery period is the result of force majeure.
4.6 Goods are deemed to be delivered as soon as they leave the factory or storagespace.
4.7 The transport of the goods is payable by the Customer. Unless expressly stipulated otherwise in writing,the Supplier determines the means oftransport.
4.8 The Supplier is not liable for any damage to the goods that arises during thetransport.
4.9 The Customer must ensure that both it and the personnel that it assigns to the performance of the agreement observe all necessary safety and other precautionary measures and rules relating to theenvironment.
Article 5 Partial deliveries
5.1 If it is agreed that the delivery of the goods will be made in parts, referred to below as partial deliveries, on a call- off basis or otherwise, each delivery will be regarded as a separate delivery transaction, with all the ensuing legal consequences.
5.2 As a result of the provisions of paragraph 1, payment of the separate partial deliveries must be made within 30 days of the invoice date of each separate partial delivery, unless expressly agreed otherwise inwriting.
5.3 In the case of paragraph 1, the Customer is obliged to immediately accept each separatedelivery.
5.4 Call-off orders will be called off within the periods stipulated in theagreement.
5.5 If the Customer fails to pay any partial delivery on time, the Supplier will be entitled to suspend further deliveries, subject to the provisions of paragraph 6, until the Customer has fulfilled itsobligations.
5.6 In the case of paragraphs 4 and 5, the Supplier will moreover be entitled, on the basis of attributable breach, to suspend all or part of the agreement and/or claim compensation, without the need for any notice of default orjudicial intervention.
5.7 If the goods still to be delivered by the Supplier have not yet been manufactured or purchased, the compensation will be fixed at 30% of the purchase price of the partial deliveries still to bemade.
Article 6 Risks
6.1 Risk in the goods passes to the Customer from the moment of delivery. This also applies in case of carriage-paid delivery.
6.2 IftheCustomerremainsinbreachofitsobligationtotakedeliveryoftheproductafteranoticeofdefault,the Supplier will be entitled to charge the Customer for the costs of storing theproduct.
6.3 At the request of the Customer, the Supplier may take out transport insurance at the Customer’sexpense.
Article 7 Retention of title
7.1 All goods delivered by the Supplier will remain its property until the Customer has complied fully with its payment obligations towards the Supplier under all agreements that have been concluded with the Supplier for the supply of goods and/or services, including claims for any failure in the performance of suchagreements.
7.2 Should the need arise, and after having notified the Customer, the Supplier will be entitled to access its goods from 8 a.m. to 6 p.m. on working days, as well as for urgent reasons on other days and outside these hours. The Customer must cooperate fully with the Supplier to enable the Supplier to exercise its retention of title under this paragraph by repossessing the product, including any dismantling required for thispurpose.
7.3 By entering into an agreement with the Supplier, the Customer establishes an undisclosed pledge in advance on all goods to be delivered by the Supplier to the Customer as security for payment of all amounts owing, for whatever reason, by the Customer to the Supplier, until all of those amounts have beenpaid.
7.4 The Customer is liable towards the Supplier for all damage that arises to the goods before the passing of ownership referred to in paragraph 1 of thisarticle.
Article 8 Payment
8.1 A payment period of 30 days after the invoice dateapplies.
8.2 If an invoice is not paid within the agreed payment period, the Customer will be in default without the need for any demand or notice of default. All of the Supplier’s outstanding invoices and/or invoices that have not yet fallen due will then become immediately due and payable infull.
8.3 In case of default, the Customer will owe default interest at 1.5% permonth.
8.4 In case of default, all costs, such as administrative, judicial and extrajudicial costs, including the costs of any petition for bankruptcy or liquidation, will be payable by the Customer. Extrajudicial collection costs are due once the Supplier has handed over the claim for collection and amount to at least 15% of the unpaid amount, subject to an absolute minimum of€250.00.
8.5 If the Customer fails to perform any agreement with the Supplier and/or if the Supplier – before or after an order has been placed – otherwise has obvious misgivings about the Customer’s capacity to pay, the Supplier will be entitled to postpone the delivery of the goods until the Customer has provided additional security to the Supplier for the claims and payment of the goods to be delivered. If the Supplier is forced through default of payment to hand over its claim for collection, payments made by the Customer will first be deducted from the interest payable, then from the extrajudicial collection costs payable, and lastly from the principal sum handed over for collection and the interest still to fall due.
Article 9 Warranty
9.1 Notwithstanding the limitations specified below, the Supplier warrants both the reliability of the product it has delivered and the quality of the materials used for that purpose and/or delivered, insofar as defects to the delivered product that are undetectable during inspection are concerned, which the Customer proves have arisen within 12 months of the delivery in accordance with Article 7, paragraph 2, exclusively or mainly as a result of an error in the construction by the Supplier or as a result of defective workmanship or the use of substandardmaterials.
9.2 The defects that fall under the warranty referred to in paragraph 1 will be removed by repairing or replacing the defective part, in the Supplier’s business or otherwise, or by sending a part away for replacement, all at the Supplier’s discretion. All costs that exceed those of just the obligation described in the previous paragraph, including but not limited to transport costs, travel and accommodation expenses, as well as the costs of assembly and dismantling, are payable by theCustomer.
9.3 Defects that fall outside the warranty in any case are those that are fully or partially the resultof:
- any failure to comply with operating and maintenance instructions or use other than the foreseen normaluse;
- normal wear andtear;
- faulty or defective assembly/installation or repairs by third parties, including theCustomer;
- the application of any government rule on the nature or quality of the appliedmaterials;
- used materials or goods that are used in consultation with theCustomer;
- materials or goods that the Customer has provided to the Supplier forprocessing;
- materials, goods, working methods and constructions, insofar as used on the express instructions of the Customer, as well as materials and goods delivered by or on behalf of theCustomer;
- parts that the Supplier has obtained from third parties, insofar as the third party has not given any warranty to the Supplier.
9.4 If the Customer does not comply, does not duly comply, or does not punctually comply with any of its obligations under an agreement concluded with the Supplier or a related agreement, the Supplier is not bound by any warranty – however named – under theseagreements.
9.5 If the Customer dismantles, repairs or performs other work on the product, or arranges for a third party to do any of this without the Supplier’s prior written consent, any claim under the warranty willlapse.
9.6 Complaints because of defects must be made as soon as possible, although no later than 14 days after the expiry of the warranty period, in writing. If any periods are exceeded, any claim against the Supplier in respect of these defects will lapse. Legal action in this regard must be instituted within one year of the punctual complaint, failing which any claims willlapse.
9.7 If the Supplier replaces parts/products in compliance with its warranty obligations, the replaced parts/products become the property of theSupplier.
9.8 Unless agreed otherwise, a warranty is given only on the reliability of the performance of instructed work in respect of repairs, revisions or other services performed by the Supplier. This warranty is given for a period of six months.ThiswarrantycoversonlytheobligationoftheSupplierincaseofdefectiveness toredothework,insofarasit is defective. The second sentence of paragraph 2 applies by analogy in thatcase.
9.9 No warranty is given in respect of inspections, advice and similar activities performed bythe Supplier.
9.10 An alleged failure by the Supplier to comply with its warranty obligations does not release the Customer from its obligations under any agreement concluded with theSupplier.
Article 10 Liability
10.1 The Supplier’s liability is limited to performing the warranty obligations described in Article 9 of these terms and conditions.
10.2 If the Supplier, without taking over control of the assembly, provides help and assistance – of any nature – in relation to the assembly, this will be provided at the Customer’srisk.
10.3 The Supplier is not liable for damage that it or the people or equipment that it uses during the performance of the agreement cause to the Customer and/or third parties, except in case of any intentional acts or grossnegligence.
10.4 The Supplier will never be liable towards the Customer for any consequential damage of third parties and/or lost profits, except when the Supplier itself acts intentionally or is grosslynegligent.
10.5 The Supplier is not liable for damage suffered by the Customer and/or third parties that is caused, directly or indirectly, by the product itself, except if the Supplier must be regarded as a producer within the meaning of Article 185, Book 6 of the New Dutch Civil Code and paragraphs a-f of that article do not apply, and then only for the damage as referred to in Article 190, Book 6 of the New Dutch CivilCode.
10.6 Regardless of what has been agreed, the Supplier’s liability, for any reason, does not extend beyond compensation of the invoice value of the goods in respect of which the Customer has suffereddamage.
10.7 AlthoughadvicegivenbytheSupplierwithregardtoquality,designs,measurements,etc.isgiventothebestof its knowledge, the Customer cannot lay claim to any compensation in connection with suchadvice.
10.8 If goods are manufactured according to drawings, models/designs, samples or other indications, in the broadest sense, which are received from the Customer or third parties, the Customer assumes full responsibility for the warranty and indemnifies the Supplier against any claims that the manufacturing or delivery of these items infringe any trademark, patent, utility or trading model, or any other right of thirdparties.
10.9 If any third party on the basis of an alleged right against manufacturing and/or to suspend deliveries and claim the costs incurred from the Customer, notwithstanding its right to compensation and without the Customer having any right from its side to receive compensation from theSupplier.
10.10 The Supplier is not liable for damage to or the loss of goods of the Customer and/or third parties that must be entrusted to it for the preparation or performance of an agreement, except when the Supplier itself acts intentionallyor is grosslynegligent.
10.11 The Customer indemnifies the Supplier against third-party claims for compensation against the Customer on the basis of liability for whateverreason.
Article 11 Non-attributable breach
11.1 For the purpose of these General Terms and Conditions, non-attributable breach means any circumstance beyond the Supplier’s control, even if this was foreseeable at the time the agreement was concluded, which temporarily or permanently prevents the Supplier’s performance of the agreement. In any case, non-attributable breachincludes:
- the failure of suppliers to deliver, to duly deliver or punctually deliver to theSupplier;
- illness of the Supplier’spersonnel;
- faults in equipment and means oftransport;
- war or otherunrest.
11.2 In case of paragraph 1, the Supplier is entitled to terminate the agreement at any time or to suspend its obligations for the period of the non-attributable breach, without the Customer being entitled to claim compensation from the Supplier.
11.3 If there is a non-attributable breach on the side of the Customer, the Supplier will be entitled to terminate the agreement at any time and, unless performance of the agreement by the Customer is permanently impossible, to suspend its obligations towards the Customer for the duration of the breach, without the Customer being entitled to any form ofcompensation.
Article 12 Termination
12.1 If the Customer fails to comply with one or more of its obligations arising from the agreement, the law, customary practices or the requirements of reasonableness and fairness, in accordance with Article 248(1), Book 6 of the New Dutch Civil Code, is declared bankrupt or put into liquidation, petitions for a moratorium on the payment of its debts, proceeds to liquidate its assets, or if all or part of its assets are attached, the Supplier will be entitled to regard the agreement as terminated, without the need for a notice of default or judicialintervention.
12.2 In case of paragraph 1, the Supplier will be entitled to suspend further deliveries and claim immediate payment of goods and services that have already beendelivered.
Article 13 Industrial property
13.1 Information provided in catalogues, images, drawings, measurement and weight specifications, etc. is binding only if and insofar as this information is included in an order confirmation signed by theSupplier.
13.2 All drawings, images, measurement and weight specifications, as well as any other information provided for the purpose of the agreement by the Supplier to the Customer remains the Supplier’s property, subject to the express reservationofallcopyrights,designrightsandpatentrights,evenifcostshavebeenchargedforthatpurpose.
13.3 Unless the Supplier has given its prior, express and written consent, the Customer may not copy, arrange for a third person to copy, allow third parties to inspect or make these documents available to thirdparties.
Article 14 Disputes
Any disputes between the parties will be settled by the competent court in the Supplier’s place of business, except for disputes over which only the Subdistrict Court has jurisdiction and disputes with consumers, in which two cases the disputes will be settled by the statutorily designated court that has territorial jurisdiction.
Article 15 Applicable law
Only Dutch law, including the Convention on the International Sale of Goods 1980, applies to these General Terms and Conditions and to all agreements to which these General Terms and Conditions may apply.
PROCESSING OF PERSONAL DATA
1. What are personal data
Personal data is information concerning an identified or identifiable natural person, such as your contact information, your order data or your product data.
2. General principles for the processing of personal data by EMP B.V.
We adhere to the following principles when processing your personal data:
1. we only collect personal data for specific, explicit and legitimate purposes;
2. we do not collect personal data that goes beyond what is necessary to achieve these goals;
3. we do not use personal data for purposes other than those for which the data was collected, except as stated herein or with prior consent;
4. we do not transfer personal data to third parties, except as stated herein or with prior consent;
5. We do our best to ensure that information is up-to-date by encouraging you to regularly check your personal data;
6. we take appropriate technical and organizational measures to protect your personal data against accidental or unlawful destruction, or accidental loss or accidental alteration, unauthorized release or access and against all other forms of unlawful processing; and
7. Except as stated herein, we will not store personal data longer than is necessary to achieve the purpose for which the data was collected or further processed, or as required by law.
3. Personal data that we collect and process
If you come into contact with EMP B.V. through various channels, including our website, we collect and process your personal data. The personal data we collect and process can be subdivided as follows:
1) Your personal information, such as your name, e-mail address, physical address, telephone number, IP address, in some cases your geolocation and language.
2) Your purchase data, such as your personal data as indicated above, company name, your delivery information, such as a delivery address, if different from the physical address, your order information, such as product name, quantity, stock number and serial number of the product, date of purchase, and your payment details.
4. How we use your personal data
We handle your purchase orders, complete purchasing transactions, ensure delivery of the purchased product (s) and handle any returns. Our processing is necessary for the execution of a contract in which you are one of the parties.
Therefore, some of your personal data is collected and processed so that we can fulfill our contractual obligations towards you, for example when you purchase our products, contact our customer service or make a warranty request. If you choose not to provide us with the requested and required personal data in this respect, we may not be able to fully comply with your request.
5. Our disclosure of your personal data to third parties
We may disclose your personal information to third parties to the extent required by law, court order or decision of a competent government agency and for law enforcement purposes. bankruptcy or similar procedure).
If we provide your personal information to a third party, we take all reasonable steps to ensure that these third parties comply with their obligations regarding confidentiality and privacy regarding the protection of your personal data. The disclosure shall be in accordance with the legal requirements, including entering into agreements for the processing of data with the third parties concerned, to ensure that personal data only in accordance with our instructions, the applicable laws and regulations and for the information provided by us. stated purpose and to ensure adequate security measures.
We do not retain information about you longer than necessary for the purposes for which the information was collected. The length of the period in which we store the information depends on the purposes for which we collected and used it.
A cookie is a text file that is placed on your computer or mobile device when you visit a website and where we: (1) recognize your computer; (2) save your preferences and settings; (3) understand which web pages of EMP B.V. you have visited; (4) improve your user experience by delivering and measuring the effectiveness of content and ads tailored to your interests; (5) perform searches and analyzes; and (6) help with security and management functions. Some cookies are placed in your browser cache, while cookies related to Flash technologies are stored with your Adobe Flash Player files.
Pixels are small electronic tags with a unique identifier that are hidden in websites, online advertisements and / or e-mails and are designed to: (1) collect usage data such as ad views or clicks and the percentage of opened e-mails; (2) to measure the popularity of the advertisements; and (3) access to user cookies.
Because we will use additional technologies, we can also collect information through other methods.
You can change your settings to get a notification when a cookie is installed or updated, or you can block cookies completely. Refer to the "Help" section of your browser for more information. You can also manage the use of Flash technologies, including flash cookies and local storage objects, with the Flash management tools on the Adobe website. Please note that by blocking, disabling or managing some or all cookies, you may not have access to certain features or offers on our website.
8. Access to your personal data and portability of data
You have the right to transfer the personal data about you that you have provided to EMP B.V. to see and receive.
9. Update and / or delete your personal data
We encourage you to provide the personal data you have provided to EMP B.V. to change if there is a change in your personal data. You can do this at https://empmusic.nl by logging in and changing the relevant fields.
To ensure that your personal data processed by us is up-to-date, we request that you check your personal data and, if applicable, update them at least once a year.
You can also contact us to view, update or delete personal data stored about you.
10. The right to withdraw your consent
Some of the processing activities of EMP B.V. can be based on your permission. In such a case you have the right to withdraw your consent at any time. Withdrawal of your consent does not affect the lawfulness of the processing carried out before the withdrawal.
11. Data security
EMP B.V. strives to protect your personal data. We use necessary organizational, technical and administrative measures to control your personal data under the control of EMP B.V. to protect, such as access control, transfer, input and availability and the separation of data.
Access to the website of EMP B.V. is protected by access restrictions based on user name and password. It is important that you always choose a password that is difficult to guess by others. Make sure you keep your password secret.
13. Contact details
5253 AN Nieuwkuijk