TERMS OF DELIVERY NIANTEC Group
1.1 Supplier: Niantec or Niantec Group or her representatives.
1.2 Customer: every legal entity or person, or public network that gives an order to Niantec to place one or more advertisements in the magazines, websites or newsletters published by Niantec. If the customer is a legal person or entity or a public network they will also be seen as a customer.
1.3 Agreement: every agreement that comes about between Niantec and the customer, every modification or supplement to this, as well as all the act in law in preparation and implementation of this agreement.
1.4 Services: all the services that are provided for the agreement as well as the work that is related to that.
1.5 Advertisement: a commercial message or message for the customer.
1.6 Assignment: the order given by the customer to Niantec concerning the placement of the advertisement.
2.1 These General Terms are applicable to all the acts in law, expressed verbal, in writing, and digital, whereby the assignment is given to Niantec to provide services as documented in the agreement between the parties.
2.2 Deviations on these terms or any other provisions in the agreement can only be legal if they are in writing and are accepted by the employee of Niantec with the right authority and only covers the concerning agreement.
2.3 The applicability of possible buying or other terms of the customer will be explicitly rejected.
2.4 If parties agreed the rules for these terms, next to the Dutch advertisement rules, published by non-profit organisation ROTA, these General Terms will be leading.
2.5 If Niantec not always demands that these terms will be strictly followed, it doesn’t mean that the provisions are not applicable or that Niantec will lose the right to be more strict in any other case. Niantec can always demand to follow the General Terms strictly.
3.1 Every agreement is realized by the assignment given from the customer to Niantec and the acceptance of the customer.
3.2 An order can only be recalled when the possibility proceed from the law.
4.1 The proposals made by Niantec are legal during 10 days, unless described differently. Niantec is only bound to the proposals unless the acceptance of the agreement is made by the customer within 10 days. The prices mentioned in the proposal are exclusive VAT, unless mentioned differently.
5.1 Niantec commits itself to deliver every order with the outmost care and as agreed in the agreement and to the demands of good craftsmanship.
5.2 If the order demands a good execution, Niantec has the right to consult a third party.
5.3 The customer takes care of the in time delivery of all the right data and information, which of Niantec declares they need, or which the customer reasonably needs to understand that are necessary to make sure the agreement can be accomplished. If the right data and information do not reach Niantec in time, Niantec has the right to adjourn the agreement or to charge the extra costs to the customer.
5.4 Niantec reserves the right to change the format or the width of the column of the delivered advertisements. Niantec will use the usual regulations.
5.5 If agreed that the order will be handled in phases, Niantec can postpone the parts that belong to the next phase until de customer approved the prior phase in writing.
6.1 Niantec has the right to refuse an advertisement from the customer without giving reasons. If the customer delivered the advertisement in time, 30 days before the planned publication date, Niantec will inform the customer and set the customer in the occasion to deliver new advertisement materials. If the customer refuses to use this opportunity he will be held to pay the costs for placing the advertisement.
6.2 The customer is only entitled to send advertisement that relate to their own natural person or corporation. If the customer sends an advertisement that is not applicable to it’s own natural person or corporation, Niantec has the right to refuse the advertisement. In this case the customer is still mandatory to pay the agreed price for the advertisement.
7.1 The agreement that is made for a certain period of time ends, except if both parties agreed prolongation, on the date that is mentioned in the agreement, without needing a termination request of both parties.
7.2 If the activities are being continued after the end date, the agreement will be renewed for the same period of time, as long as both parties agreed in writing.
7.3 The agreement ends if one of the parties is bankrupt or if one of the parties asked for receivership.
8.1 If it shows, during the execution of the agreement, that the activities needed to make a proper implementation need to be changed, the parties will change the agreement in time and with mutual agreement.
8.2 If both parties agree that the agreement is changed or completed, the time of publication can be affected or changed. If so, Niantec will inform the customer as soon as possible.
8.3 If a change or modification on the agreement is made, and it has financial consequences, it will be discussed between Niantec and the customer., before the activities are carried out. If there is a fixed deal, Niantec will indicate in how far it will affect of change the costs of the agreement.
8.4 By way of derogation from paragraph 3, Niantec will not charge more costs if the change or complement are the result of circumstances are attributable to Niantec.
9.1 The payments that have to be made for the provided services are specified in the agreement.
9.2 All prices and rates mentioned in the agreement are exclusive of VAT and reasonable traveling expenses.
9.3 If the customer, after closing the agreement, decides to order more advertisements, he has the right to receive a discount rate.
9.4 The customer is due to pay the price that is agreed in the agreement, even if the customer has decided not to place all the advertisements mentioned in the agreement.
9.5 The invoices of Niantec are based on the prices that correspond with the services provided, as agreed in the agreement.
9.6 Invoices have to be paid by the customer according to the payment terms mentioned on the invoice. If there is no specific arrangement, the customer has to pay the billed amount within 30 days after the invoice date.
9.7 If the customer refuses to pay within the agreed billing period, he is considered to be neglecting the law. Niantec will then be entitled, without need of a notice of default, to charge 1,5% interest per month to the customer on the amount of the invoice.
9.8 If the customer after the notice of default still refuses to pay the amount on the invoice to Niantec, he is due to pay all court and extrajudicial costs which Niantec is forced to make. The extrajudicial costs are 15% of the outstanding claim, multiplied with the interest, and will not affect the right of Niantec to claim the actual costs and damage made by the customer.
9.9 In case of liquidation, bankruptcy or receivership of the customer the financial obligations will be immediately claimable.
10.Liability and safeguard
10.1 Niantec is not responsible for lost or disabled advertisement materials or other materials belonging to the agreement that is made between parties.
10.2 Niantec is not responsible for damage, of any kind, that are the result of false, incomplete or not submitted in time provided data derived from the customer. Also all the failure to perform in compliance with obligations of the customer, including inadequate cooperation for implementation of the agreement.
10.3 Niantec is not responsible for consequential damages.
10.4 Liability of Niantec against the customer is at all times reduced to the total amount of the invoice that Niantec charged for the order.
10.5 The customer indemnifies Niantec in full for all the claims by third parties to compensation for costs, damage and interest.
10.6 Niantec will not be held responsible if the customer has the possibility to claim damage of a third party from an insurance company.
10.7 Any agreements of the customer in the sense of this article shall, not later than one year after discovery, be reported, in writing, to Niantec. If not, the customer cannot claim anything to Niantec.
11.Cancellation of the agreement
11.1 If there are circumstances in relation to persons or materials from whom or from which Niantec make use to execute the agreement, which are of such nature that the execution of the agreement get too expensive or so difficult that the compliance of the agreement reasonably can’t be expected anymore, Niantec has the authority to dissolve the agreement.
11.2 When Niantec, after closing the agreement, has reasons to believe that the customer can’t fulfil it’s obligations, they have the right to dissolve the agreement. Any outstanding costs will be claimable.
12.1 In the case that Niantec is prevented by force majeure to complete the agreed activities in whole or partly, they have the right to, without judicial intervention, suspend the agreement in whole or partly, without being required to pay any compensation or give guarantees.
12.2 Force majeure can be: strike, fire, transport failure and other circumstances that are beyond the control of Niantec.
12.3 If Niantec, when force majeure sets in motion, already or partly fulfilled it’s obligations, or can only partly fulfil it’s obligations, they have the right to charge the already implemented part, and the customer is required to pay the invoice as if it was a separate agreement. This does not apply if the already executed part has no independent value.
13.1 Complaints about the published advertisements have to be made by the customer within 14 days after publication, in writing, to Niantec. Even if the customer makes the complaint in time, his obligation to pay continues to exist.
13.2 If the complaint is legitimate Niantec will publish the advertisement once again, as agreed, unless this is not suitable anymore for the customer.
13.3 If publishing the advertisement again, as agreed, is not suitable anymore, Niantec will only be responsible within the borders of article 10 (liability and safeguard).
14.1 Niantec reserves the right to all intellectual properties with regard to the activities they made, such as published advertisements, reports and recommendations.
14.2 All the activities performed by Niantec are exclusively made for internal use of the customer. The customer has no right, only if they have permission in writing by Niantec, to publish the activities, delivered by Niantec, for other persons then themselves.
15.1 The customer is bound to secrecy for all the information that is given in the context of the agreement. Without permission in writing by Niantec they will not give it to a third party.
15.2 In case of violation of article 15.1 the customer is required to pay a fine of € 25.000,00 per event. This fine does not influence the liability for compensation. Niantec has the right to also demand payment for the actual performance.
16.Applicable justice and disputes
16.1 On these conditions, and also on every agreement with Niantec is only governed by the laws of the Netherlands.
16.2 All disputes arising from any agreement or present conditions will in the first instance be submitted to the district court in Den Bosch.
17.Amendment of the conditions
17.1 Niantec is entitled to make alterations to these conditions. These alterations will enter into force on the announced point of time. Niantec will send (publish) the changed terms of delivery timely. If there is no point of time mentioned, the changed terms enter into force as soon as they are send to the customer or published on the site of Niantec