General Terms and Conditions

1 Agreement, offer and confirmation

1.1 These general conditions, to the exclusion of any purchase or other conditions of the client, shall apply to the conclusion, content and performance of all agreements concluded between the client and the contractor.

1.2 Quotations are without obligation and are valid for 2 months. Quotations may undergo changes due to an unforeseen change in the work. Prices are exclusive of VAT and other government levies. Mentioned rates and offers do not automatically apply to future assignments.

1.3 Orders must be confirmed by the client in writing. If the client fails to do so, but nevertheless consents to the contractor commencing work on the assignment, the contents of the quotation shall be deemed to have been agreed. Further oral agreements and stipulations will be binding on the contractor only after they have been confirmed in writing by the contractor.

1.4 If the client wishes to commission identical work to a party other than the contractor at the same time or has already commissioned the work to another party, he must inform the contractor accordingly, stating the names of those other parties.

1.5 Signed quotations containing the proposed rate and prices from Waldbach are valid for 3 months. Rates of external parties in the quotation such as; copywriters, photographers or printing are subject to change at all times. Waldbach has no control over external price changes. Therefore no rights can be derived from them. The order and work from the quotation must begin within 3 months. This period starts upon delivery of the material with which Waldbach can start the assignment and work. If the work does not start until after 3 months -for example due to late delivery of material- Waldbach is entitled to make any price or rate changes.

2 The performance of the contract

2.1 The contractor shall endeavour to perform the assignment carefully and independently, to carry out the order with care and independence, represent the client's interests to the best of his knowledge and strive to achieve a result that is useful to the client. To the extent necessary, the contractor will keep the client informed of the progress of the work.

2.2 The client will be obliged to do everything that is reasonably necessary or desirable to ensure timely and correct delivery of the work.

2.2.1 The client will be obliged to do everything that is reasonably necessary or desirable to enable the contractor to deliver punctually and correctly, in time.

2.2.2 The client shall be obliged to do everything that is reasonably necessary or desirable to enable the contractor to deliver punctually and correctly, in particular by supplying or having supplied complete, sound and clear data or materials in good time.

2.3 Any deadline specified by the contractor for completion of the design will be an indicative purport, unless the contrary appears from the nature or content of the agreement. If the stated period is exceeded, the client must give the contractor written notice of default.

2.4 Unless otherwise agreed, performing tests, applying for permits and assessing whether the client's instructions comply with statutory or quality standards do not fall within the scope of the work commissioned to the contractor.

2.5 Before proceeding with production, reproduction or publication, the parties must give each other the opportunity to check and approve the latest models, prototypes or proofs of the design and to approve them. If the contractor is to give orders or instructions to production companies or other third parties, whether or not in the client's name, the client shall, at the contractor's request, confirm his aforementioned approval in writing.

2.6 Complaints must be communicated in writing to the contractor as soon as possible, but in any case within ten working days of the completion of the assignment, failing which the client shall be deemed to have fully accepted the result of the assignment.

3 Engagement of third parties

3.1 Unless otherwise agreed, instructions to third parties to complete the design will be given by or on behalf of the client. At the client's request the contractor may act as an agent for the client's account and risk. The parties may agree on a fee for such services.

3.2 If the contractor provides an estimate of third-party costs at the client's request, such estimate will be indicative only. If desired, the contractor may request quotations on the client's behalf.

3.3 If in the performance of the work commissioned, the contractor procures goods or services from third parties at its own expense and risk by express agreement, after which such goods or services will be passed on to the client, the provisions of the general terms and conditions of the supplier with regard to the quality, quantity, capacity and delivery of such goods or services will also apply to the client.

4 Intellectual property rights and property rights

4.1 Unless otherwise agreed, all intellectual property rights arising from the order - including patent rights, design rights and copyright rights - will accrue to the contractor. To the extent that any such right can be acquired only by deposit or registration, the contractor shall have the sole and exclusive power to do so.

4.2 Unless otherwise agreed, the work commissioned does not include conducting searches for the existence of rights, including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights of third parties. The same applies to any investigation of the possibility of such forms of protection for the client.

4.3 Unless the work does not lend itself to it, the contractor shall at all times be entitled to put or to mention or remove his/her name on or near the work, and the client shall not be permitted to publish or reproduce the work without mentioning the contractor's name without prior permission.

4.4 Unless otherwise agreed, all design drawings, illustrations, prototypes, scale models, templates, drafts, design sketches, films and other materials or (electronic) files made by the contractor in the course of executing the design will remain the contractor's property, irrespective of whether they were made available to the client or to third parties.

4.5 After completion of the work commissioned, neither the client nor the contractor will have any obligation to retain any of the materials and data used.

5 Use and licence

5.1 Once the client has fulfilled all his obligations under the agreement with the contractor, he will acquire an exclusive license to use the design solely for purposes of publication and reproduction as agreed when the work was commissioned. If no such purposes have been agreed, the license will be limited to that manner of use of the design on which firm intentions existed on the date the work was commissioned. Such intentions must have been demonstrably known to the contractor prior to the conclusion of the agreement.

5.2 Without the written approval of the contractor, the client will not be entitled to any use of the design that is broader or different from the use agreed. In the event of any broader or different use on which no agreement was reached, including any amendment, mutilation or infringement on the provisional or final design, the contractor will be entitled to compensation due to infringement of his/her rights of at least three times the agreed fee, or a fee that is reasonably and fairly proportional to the infringement committed, without prejudice to the contractor's right to claim reimbursement of the damage actually incurred.

5.3 The client will not (or no longer) be permitted to use the results made available and any licence granted to the client in the context of the work commissioned will lapse: a. from the moment that the client fails to comply or to comply fully with his payment or other obligations under the agreement or is otherwise in default, unless the client's default is of minor importance in the light of the assignment as a whole; b. if the assignment is terminated early for any reason whatsoever, unless the consequences are contrary to reasonableness and fairness.

5.4 With due observance of the client's interests, the contractor will be free to use the design for his own publicity or promotion.

6 Fee and additional costs

6.1 In addition to the agreed fee, the costs incurred by the contractor in the performance of the work commissioned will also qualify for reimbursement.

6.2 If the contractor is required to perform more or other work due to late delivery or nondelivery of complete, sound and clear data and/or materials, or any change or error in instructions or briefings, such additional work will be charged separately on the basis of the contractor's usual fees.

6.3 If the fee is in any way dependent on facts or circumstances which must be apparent from the client's records, the contractor will have the right, after receiving a statement from the client, to have the client's records audited by an accountant of the contractor's choice. If the result of the accountant's audit differs by more than 2% or €100 from the client's statement and settlement, the costs of this audit shall be borne by the client.

7 Payment

7.1 Payments must be made within 14 days of the invoice date. If no payment or full payment has been received by the contractor after the expiry of this period, the client will be in default and will owe interest at the statutory rate. All costs incurred by the contractor, such as litigation costs and extrajudicial and judicial costs, including the costs of legal assistance, bailiffs and collection agencies, incurred in connection with late payments, shall be borne by the client. The extrajudicial costs will be set at a minimum of 10% of the invoice amount with a minimum of € 150,- excluding VAT.

7.2 The contractor will have the right to charge its fee monthly for work performed and costs incurred in the performance of the work commissioned.

7.3 The client will make the payments due to the contractor without any discount or set-off, save for settlement against offsettable advance payments relating to the agreement which the client has made to the contractor. The Client will not be entitled to suspend payment of invoices for work already performed.

8 Termination and dissolution of the agreement

8.1 If the client terminates an agreement, he must pay, in addition to damages, the fee and costs incurred in relation to the work performed until that time.

8.2 If the agreement is rescinded by the contractor on account of an attributable breach in the performance of the agreement by the client, the client must pay, in addition to damages, the fee and costs incurred in relation to the work performed until that time. Any conduct by the client on the grounds of which the contractor cannot reasonably be required to complete the work commissioned will also be regarded as breach.

8.3 The damages referred to in the preceding two paragraphs of this Article will comprise at least the costs arising from obligations undertaken by the contractor in his own name with third parties for the performance of the work commissioned, as well as at least 30% of the balance of the fee that the client would owe the contractor if the work commissioned were fully completed.

8.4 Both the contractor and the client will have the right to terminate the agreement in whole or in part with immediate effect in the event of the other party's bankruptcy or (provisional) moratorium. In the event of the client's bankruptcy, the contractor will have the right to terminate the right of use granted, unless the consequences are contrary to reasonableness and fairness.

8.5 In the event of dissolution by the client on account of attributable breach of performance of the Contractor's obligations, the performance already delivered and the related payment obligation will not be subject to cancellation, unless the Client proves that the Contractor is in default in respect of that performance. Amounts that the Contractor has invoiced before the dissolution in connection with what it has already duly performed or delivered in performance of the Agreement will remain payable in full with due observance of the provisions of the preceding sentence and will fall due immediately at the time of dissolution.

8.6 If the Contractor's work consists of the repeated performance of similar work, then, unless otherwise agreed in writing, the agreement applicable to it will be for an indefinite period. This agreement may only be terminated by written notice, subject to a reasonable notice period of at least three months.

9 Warranties and indemnities

9.1 The contractor warrants that the work supplied has been designed by him/her or on his/her behalf and that, if the design is protected by copyright, he/she is the creator within the meaning of the Copyright Act and may dispose of the work as the copyright owner.

9.2 The client indemnifies the contractor or persons engaged by the contractor in the performance of the work commissioned against all claims of third parties arising from the applications or use of the results of the work commissioned.

9.3 The client indemnifies the contractor against claims relating to intellectual property rights in materials or information supplied by the client and used in the performance of the work commissioned.

10 Liability

10.1 The contractor shall not be liable for: a. errors or shortcomings in the materials provided by the client. b. misunderstandings, errors or shortcomings in respect of the performance of the agreement if such misunderstandings, errors or shortcomings have their origin or cause in acts of the client, such as failure to provide complete, sound and clear data/materials on time or at all. c. errors or shortcomings of third parties engaged by or on behalf of the client. d. defects in quotations from suppliers or for exceeding quotations from suppliers. e. errors or defects in the design or the text/data if the client has given his approval in accordance with the provisions of Article 2.5 or has been given the opportunity to carry out an inspection and has declined to do so; f. errors or defects in the design or the text/data if the client has not had a particular model, prototype or test drawn up or executed and the errors would have been apparent in such model, prototype or test.

10.2 The contractor will be liable only for direct damage attributable to him. Direct damage will include only: a. reasonable costs to assess the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions; b. any reasonable costs necessarily incurred to have the Contractor's defective performance conform to the Agreement c. reasonable costs incurred to prevent or limit the damage, to the extent that the client demonstrates that these costs led to a limitation of the direct damage as referred to in these general conditions. The Contractor's liability for all damage other than the damage referred to above, such as indirect damage, including consequential damage, loss of profit, mutilated or lost data or materials, or damage due to business interruption, is excluded.

10.3 Save in the event of intent or wilful recklessness on the part of the contractor or the contractor's management - therefore excepting employees - the contractor's liability for damage or loss arising from an agreement or any wrongful act committed against the client will be limited to the amount invoiced for the portion of the work performed, less the costs incurred by the contractor in the engagement of third parties, on the understanding that this amount will not exceed € 45.000,= and in any case limited at all times to a maximum of the amount paid by the insurer to the contractor in the relevant case.

10.4 Any liability will lapse one year from the date of completion of the work commissioned.

10.5 The client will be obliged, if reasonably possible, to retain copies of materials and data provided by him until the work commissioned has been completed. If the client fails to do so, the contractor cannot be held liable for damage that would not have occurred if these copies had existed.

11 Other provisions

11.1 The client shall not be permitted to assign any right arising from an agreement concluded with the contractor to third parties, other than in the event of the transfer of its entire business.

11.2 The parties are obliged to keep confidential any facts and circumstances that come to their knowledge in the context of the work commissioned. The same duty of confidentiality in respect of such facts and circumstances shall be imposed on third parties engaged in the performance of the work commissioned.

11.3 The headings in these general terms and conditions serve only to facilitate readability and do not form part of these terms and conditions.

11.4 The agreement between the contractor and the client is governed by Dutch law. The court to hear disputes between the contractor and the client will be the competent court in the district where the contractor has its registered office, or the court having jurisdiction according to the law, at the contractor's discretion.

Waldbach
June 2022, Middelburg, The Netherlands

office@waldbach.nl
+31 (0)6 81377157