general terms and conditions of delivery and sales
Kemna Productions, located at Amsterdamsevaart 128 in Haarlem, the Netherlands, is registered at the Amsterdam Chamber of Commerce.
Article 1 - General terms and conditions
In these General Terms and Conditions the following definitions apply:
1.1. Kemna Productions : Kemna Productions having its registered office in Haarlem:
1.2. Client : Every natural person or legal entity with whom Kemna Productions is negotiating the formation of an agreement or with whom an agreement has been made;
1.3. Agreement: Every agreement which has been formed between Kemna Productions and the client, every amendment or addition thereto, as well as all legal acts in preparation and performance of said agreement;
1.4. Goods: The goods delivered by Kemna Productions to Client within the scope of the Agreement.
Article 2 - Validity
2.1. All offers and Agreements are subject exclusively to these general terms and conditions of delivery and sale. Kemna Productions does not accept any other general terms and conditions or any reference thereto.
2.2. The Client expressly accepts the applicability of these terms by his mere order.
Article 3 - Offers, Agreements
3.1. All offers of Kemna Productions are without obligation, unless otherwise agreed in writing.
3.2. Exclusively in the event of a consumer purchase within the meaning of Section 7:5 of the Dutch Civil Code, the Client must accept the offer within two weeks. After the expiry of this period, the offer shall lapse.
Article 4 - Price, delivery
4.1. If after the date of the formation of the Agreement one or more cost price factors are subject to an increase, Kemna Productions is entitled to unilaterally increase the agreed price accordingly.
4.2. The Goods will be delivered by Kemna Productions at the agreed delivery address.
4.3. All prices are in euros, exclusive of turnover tax and exclusive of transport and handling costs, unless stated otherwise.
4.4. An agreed delivery period is not a deadline, unless expressly agreed otherwise. The agreed delivery time is purely indicative. The applicability of article 7:46 f of the Dutch Civil Code is expressly excluded.
4.5. Exceeding the agreed deadlines does not entitle the Client to any damages. Nor shall the Client in that case be entitled to dissolve the Agreement unless the exceeding of the term is such that the Client cannot reasonably be required to maintain the Agreement. In that case, the Client is entitled to dissolve the Agreement to the extent strictly necessary.
Article 5 - Risk and retention of title.
5.1. Immediately after delivery, the Goods shall be for the account and risk of the Client and the Client shall bear the risk for all damages that may arise to or from these Goods.
5.2. Without prejudice to this risk, title to the Goods shall expressly not pass to the Client until all amounts due to Kemna Productions in respect of the delivery, including interest and costs, have been paid. This retention of title may be exercised by Kemna Productions in respect of all Goods.
5.3. The Client may sell the Goods to third parties in the normal course of his business, unless Kemna Productions has requested the Client to return the Goods in accordance with 5.4.
5.4. Without prejudice to Kemna Productions' other rights, if Client fails to perform his payment obligations to Kemna Productions or fails to do so in time, Kemna Productions is irrevocably authorized by Client to take possession of the Goods delivered on demand, without any notice of default or judicial intervention being required.
Article 6 - Payment
6.1. All payments must be made to Kemna Productions without any deduction or set-off within fourteen days of the invoice date, unless otherwise agreed in writing. Client shall not be entitled to suspend payment.
6.2. If the Client fails to pay within the period stated in 6.1, the Client shall be deemed to be in default by operation of law by the mere expiry of said period and Kemna Productions shall be entitled, without any notice of default on the part of the Client, to charge the Client interest from the due date onwards equal to the then current commercial interest rate pursuant to Section 6:119a of the Dutch Civil Code and the Client shall also be liable for all extrajudicial collection costs incurred in the collection of Kemna Productions' claim, subject to a minimum of 15% of the amount to be collected.
6.3. In addition, the Client shall owe Kemna Productions. all judicial costs actually incurred by Kemna Productions in all instances, in so far as these are reasonable. The latter shall apply only if Kemna Productions and the Buyer are conducting legal proceedings with respect to an Agreement to which these General Terms and Conditions apply and a court decision has become final and conclusive whereby the Client has been wholly or predominantly ruled against.
Article 7 - Complaints
7.1. Any complaints must be notified to Kemna Productions in writing within a reasonable time but no later than within 6 days of delivery, on forfeiture of any rixght to complain. The period of 6 days replaces the qualification "with due speed" as referred to in Section 7:23(1) of the Dutch Civil Code. Complaints of whatever nature shall not suspend the Client's payment obligation.
7.2. After the discovery of any defect, the Client shall be obliged to cease using the Goods in question immediately and furthermore to do everything reasonably possible to prevent further damage.
Article 8 - Force majeure
8.1. If Kemna Productions cannot fulfill its obligations to Client due to a non-attributable failure (force majeure), performance of the obligations will be suspended for the duration of the force majeure situation.
8.2. In the event of force majeure, Client is not entitled to any compensation, not even if Kemna Productions may enjoy any advantage as a result of the force majeure.
8.3. Force majeure is understood to mean: any circumstance beyond the control of Kemna Productions as a result of which Kemna Productions is prevented from performing its obligations to the Client in whole or in part or as a result of which Kemna Productions cannot reasonably be required to perform its obligations, irrespective of whether such circumstance could be foreseen at the time of the conclusion of the Agreement. Such circumstances in any case include: strikes and lockouts, power supply problems, stagnation or other problems in the production by Kemna Productions or its suppliers and/or in the transport arranged by Kemna Productions or third parties.
8.4. Kemna Productions will notify the Client as soon as possible of an (impending) force majeure situation.
Article 9 - Liability.
9.1. Save in the event that damage is the result of intent or gross negligence on the part of Kemna Productions or its executive employees, Kemna Productions only accepts liability for damage up to a maximum of twice the amount of the relevant invoice, subject to a maximum of € 1,000.
9.2. Kemna Productions shall in any event never accept liability for consequential loss including, but not limited to, loss due to delay, trading loss at the Client or his counterparts and loss of profit.
9.3. Kemna Productions is entitled to have the Agreement performed by third parties. If loss or damage is a result of a shortcoming on the part of such third parties, Kemna Productions shall not be liable for such loss or damage.
9.4. Client is familiar with the manner of use and storage of the Goods. Any and all liability of Kemna Productions shall lapse if the Goods have been stored or used improperly by or on behalf of the Client.
9.5. Kemna Productions disclaims any liability for Goods which have already been processed by or on behalf of Client.
Article 10 - I.E. Rights
10.1. All intellectual and industrial property rights vested in or relating to the work performed, Goods delivered and Works created by Kemna Productions in connection with the performance of the Agreement shall belong to Kemna Productions.
10.2. Client shall not make any changes to the packaging of the Goods or make any changes to any ordered or unordered promotional material.
10.3. The Client shall not analyze the Goods for chemical structure or otherwise perform any analysis or permit such analysis of the Goods by any third party other than with the consent of Kemna Productions.
Article 11 - Disputes
11.1. Any disputes which may arise between the parties in connection with or as a result of an Agreement concluded between them to which these General Terms and Conditions also apply shall be adjudicated only by the competent court in Amsterdam, or at the sole discretion of Kemna Productions by the court of the Client's place of residence.
11.2. The parties expressly declare the Agreement to be governed by Dutch law.