General Delivery Conditions (engels/nl version) 

General Delivery Conditions (engels version)

 

General 

1.1 These General Terms and Conditions (hereinafter: Conditions) apply to all quotations, assignments and/or agreements between Asmprecords (ALG) and the Client, with regard to the provision of services by ASMPrecords (hereinafter: Agreement). Deviations from or changes to these Terms and Conditions must be confirmed in writing by ASMPrecords and only apply to the relevant quotation, order and/or agreement. 

1.2 “Client” is understood to mean any (legal) person to whom ASMPrecords provides services, including its representatives, authorised representatives and legal successors. 

1.3 Any general terms and conditions used by the Client are not binding for ASMPrecords, unless ASMPrecords has agreed to this in writing. 

1.4 If ASMPrecords has agreed in writing to the applicability of one or more deviating terms and conditions, these Terms and Conditions shall remain in full force and effect in all other respects. 

1.5 In addition to the Conditions, special conditions can be agreed between ASMPrecords and the Client with a view to the implementation of the Agreement. In the event of differences between these Conditions and any special conditions, the special conditions shall prevail and the Conditions shall apply additionally. 

 

2. Agreements and changes 

2.1 An order placed by the Client will be regarded by ASMPrecords as an irrevocable offer. 

2.2 ASMPrecords is only bound towards the Client by an order placed with ASMPrecords if and as soon as that order has been confirmed in writing by ASMPrecords. ASMPrecords expressly reserves the right to further determine the commencement date with said confirmation. For work for which no order confirmation is sent in connection with the nature and/or scope, the invoice also applies as order confirmation to which the Conditions also apply. This invoice is deemed to represent the Agreement correctly and completely. 

2.3 Changes in the execution thereof required by the Client after placing an order must be notified by the Client in a timely manner and in writing to ASMPrecords and ASMPrecords is only binding if these agreements / commitments have been confirmed in writing by ASMPrecords. In the case of oral or telephone orders and/or changes in the execution thereof, the Client bears the risk with regard to the (correct) execution thereof. 

2.4 Changes in an order placed by the Client, of whatever nature, that entail higher costs than could be counted on in the original quotation provided by ASMPrecords, will be borne by the Client. If such changes result in a reduction in costs, the Client cannot derive any rights from them with regard to a reduction in the purchase price. However, ASMPrecords may decide in its sole discretion that these changes will result in payment of a lower purchase price. 

2.5 Changes made to the assignment may result in ASMPrecords exceeding the planning indicated before the changes. The Client cannot invoke this to the detriment of ASMPrecords. 

2.6 In the event of termination of the assignment, the agreed price will be charged to the Client and paid by the Client within 30 days of the invoice date. 

 

3. Quotations and estimates 

3.1 All quotations from ASMPrecords are without obligation, unless explicitly stated otherwise in the quotation. 

3.2 Descriptions and prices in quotations are given with reservation and are only approximate. The Client cannot derive any rights from any errors in a quotation. 

3.3 The quotations of ASMPrecords are given on the basis of data and specifications provided by the Client. Quotations are based on services to be provided within normal periods and under normal circumstances. 

3.4 All prices are exclusive of turnover tax (VAT) and other levies imposed by the government, such as tax on games of chance for promotional games of chance. 

3.5 All prices are exclusive of the costs for arranging / buying off copyrights (publishing), unless explicitly stated otherwise in the quotation. 

3.6 ASMPrecords is entitled to change the agreed price if changed market prices or other developments, such as government measures, exchange rates, taxes, duties, levies and the like give cause to do so. ASMPrecords will inform the Client of any price increase as soon as possible. If the price increase takes place within three (3) months after the conclusion of an Agreement and amounts to more than ten (10) % of the original price, the Client has the right within ten (10) days to by transferring the amount due to the bank account as stated on the invoice and stating the invoice number. Payment by the Client must only be made in the currency in which the agreed prices are included, unless otherwise agreed in writing. Currency risks are for the account of the Client.

 

4. Payment 

4.1 Payments must be made within the payment term indicated on the invoice and, if not stated on the invoice, within 30 days by transferring the amount due to the bank account as stated on the invoice and stating the invoice number. Payment by the Client must only be made in the currency in which the agreed prices are included, unless otherwise agreed in writing. Currency risks are for the account of the Client.  

4.2 The Client hereby waives its set-off and suspension rights. 

4.3 If the Client does not meet its payment obligation under Article 4.1 of the Conditions, ASMPrecords has the right to dissolve, cancel or suspend the Agreement with the Client in whole or in part. In the event of a dissolution, cancellation or suspension under this provision, the Client will be fully liable for the damage suffered and to be suffered by ASMPrecords as a result of this dissolution, cancellation or suspension. Furthermore, without prejudice to ASMPrecords' other rights, the Client owes the statutory commercial interest on (the part of) the invoice amount still owed from the day that the payment term has been exceeded until the time of full payment of the invoice amount. In that case ASMPrecords will be entitled to demand immediate payment of all unpaid invoices and to suspend further deliveries until the entire invoice amount has been paid, or sufficient security has been provided for payment in the opinion of ASMPrecords. 

4.4 All judicial and extrajudicial collection costs incurred by ASMPrecords as a result of the Client's failure to fulfil its payment obligations will be borne by the Client. The extrajudicial collection costs are fixed at 10% of the principal. 

4.5 Payments made by the Client always first serve to settle all interest due, then to settle the costs owed and then to settle the oldest invoice due, even if the Client states that the payment relates to a later invoice. 

 

5. Obligations of the Client 

5.1 The Client will ensure that ASMPrecords has access to all data and/or other specifications required for the performance of the Agreement in a timely manner that apply to the Agreement. 

5.2 If the commencement or progress of the execution of the Agreement is delayed by factors that can be attributed to the Client, the resulting damage and costs for ASMPrecords will be borne by the Client. 

5.3 The Client guarantees that material supplied by the Client is safe and does not contain viruses, Trojan horses, worms or other programs that can in any way cause damage to the computer systems, computer programs and/or websites of ASMPrecords. The Client also guarantees that, upon delivery of its material, the Client will not make use of equipment and/or software that could disrupt the normal functioning of the computer systems, computer programs and/or websites of ASMPrecords, nor will it send data that, due to their size and/or properties, could affect the infrastructure. disproportionately burden the computer systems, computer programs and/or websites of ASMPrecords. 

 

 

6. Complaints 

6.1 The Client has the obligation to continuously check the services of ASMPrecords, starting at the start of the service. If a defect is found, the Client must notify ASMPrecords in writing of its objection immediately, but at the latest within 5 days after the defect has been discovered. Claims arising from a possible defect in the performance of the service by ASMPrecords will expire in any case 1 month after the provision of the relevant services by ASMPrecords. 

6.2 If, with due observance of the provisions of Article 6.1, the objection is found to be well-founded by ASMPrecords, ASMPrecords is only obliged to rectify the operation to which the objection relates. 

6.3 Making an objection as referred to in Article 6.1 does not release the Client from its payment obligations towards ASMPrecords. 

 

7. Liability 

7.1 ASMPrecords is only liable for non, incorrect or partially incorrect execution of the assignment if and insofar as this is the direct result of intent or gross negligence on the part of ASMPrecords. The liability of ASMPrecords for damage caused by malfunctions in the electronic services of ASMPrecords and of third parties, such as providers, network operators or other telecommunications networks is therefore excluded. Any further or other liability for incorrect compliance or other shortcoming of ASMP records or for (consequential) damage to the Client or third parties, for whatever reason (except in the case of intent or gross negligence), is expressly excluded. 

7.2 ASMPrecords' liability for indirect damage, including but not limited to delay damage, loss of turnover, and missed orders is excluded. 

7.3 Any liability of ASMPrecords for direct damage is limited to the amount that the Client owes or was owed to ASMPrecords in the three months prior to the damage-causing event on account of the services provided by ASMPrecords under the Agreement. The total compensation obligation of ASMPrecords is moreover at all times limited to the amount that the insurer is prepared to pay out in the relevant case. 

7.4 The Client is obliged to indemnify and indemnify ASMPrecords against all claims from third parties engaged by the Client for compensation against ASMPrecords with regard to the execution of the Agreement, unless there is intent or gross negligence on the part of ASMPrecords. Furthermore, the Client is obliged to indemnify and indemnify ASMPrecords against all claims from third parties engaged by the Client that are related to or arising from the Client's use of the goods delivered or services rendered by ASMPrecords. 

7.5 Any employees of ASMPrecords and third parties engaged by ASMPrecords may invoke the provisions of this article as if they were personally a party to the Agreement.

 

8. Contract duration and terms 

8.1 The Agreement is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing. 

8.2 If a term has been agreed within the term of the Agreement for the completion of certain activities by ASMPrecords, this is not a strict deadline. If the execution period is exceeded, the Client will grant ASMPrecords a reasonable period in writing within which ASMPrecords can still complete the relevant work. 

 

 

9. Intellectual Property 

9.1 The intellectual property rights that arise during or result from the execution of the assignment, such as with regard to recordings and/or material produced by ASMPrecords or on behalf of ASMPrecords, belong exclusively to ASMPrecords, unless otherwise agreed in writing and with the exception of the intellectual property rights that already belong to the Client at the time of entering into this Agreement. Permission for the use reserved by intellectual property rights to ASMPrecords is only granted if this permission is explicit and unambiguous. If ASMPrecords has granted the Client permission for the use of intellectual property rights, this permission is limited in time for the term of the agreement and in any case no longer than one year after the start of the agreement, unless otherwise agreed in writing. 

9.2 During the assignment, the Client hereby grants ASMPrecords a non-exclusive free license for the use of any intellectual property right it accrues, insofar as this is necessary to enable ASMPrecords to perform the assignment. 

 

10. Security deposit 

10.1 If ASMPrecords has reason to suspect that the Client will not be able to fulfil its obligations under the Agreement, the Client is obliged to provide sufficient security at ASMPrecords' first request for the full compliance with all its obligations in respect of executed or still to be executed in whole or in part, in a manner to be indicated by ASMPrecords. 

10.2 ASMPrecords is entitled to set off all amounts that it owes or will have from the Client against all amounts that ASMPrecords owes or will owe to the Client. 

 

11. Suspension and dissolution 

11.1 If the Client fails in any way towards ASMPrecords in the fulfilment of any obligation, as well as in the event of infringement of intellectual property rights of ASMPrecords, an application for suspension of payment, obtained (provisional) suspension of payments, bankruptcy application or declaration, bankruptcy, liquidation or discontinuation of (part of) the company of the other party, ASMPrecords, without prejudice to its other rights and without any obligation to pay compensation, is authorised without notice of default or judicial intervention: 

1. suspend the execution of the Agreement until payment of all that which the Client owes to ASMPrecords has been sufficiently secured; and/or 

2. suspend all of its own payment obligations, if any; and/or 

3. to dissolve any agreement with the Client in whole or in part; all this without prejudice to the Client's obligation to pay for services already performed and without prejudice to ASMPrecords' other rights, including those to compensation. 

 

12. Force Majeure 

12.1 In the event that ASMPrecords is prevented from performing the Agreement as a result of force majeure, ASMPrecords is entitled to suspend the performance of the Agreement or to dissolve the Agreement in whole or in part without judicial intervention, without being liable for any will be liable for compensation. What has already been performed by ASMPrecords pursuant to the Agreement will then be settled pro rata by the Client. 

12.2 Force majeure exists in the event of any circumstance independent of the will of ASMPrecords as a result of which fulfilment of the Agreement is permanently or temporarily prevented and - insofar as not already included - war, danger of war, civil war, riot, strike, fire, epidemic , quarantine and any other disruption in the business of ASMPrecords or third parties engaged by it and cases in which a third party from whom ASMPrecords purchases services with regard to the execution of the Agreement with the Client, remains in default with regard to a proper service. 

 

13. Engaging third parties 

13.1 ASMPrecords is entitled to engage third parties in the performance of the Agreement on behalf of and for the account of the Client, if in ASMPrecords' opinion there is reason to do so or if this arises from the Agreement. The costs of this will be passed on to the Client in accordance with the quotation provided by ASMPrecords. 

13.2 The Client guarantees the quality of the goods and services of third parties engaged by the Client. 

 

 

14. Transfer of rights and obligations 

14.1 The Client may not transfer its rights and/or obligations arising from any agreement with ASMPrecords to third parties or have them serve as security against claims from third parties, without ASMPrecords' prior written consent. 

 

15. Applicable law, competent court 

15.1 These Terms and Conditions and all legal relationships between ASMPrecords and the Client are governed by Dutch law. 

15.2 Insofar as the law does not mandatorily prescribe otherwise, in the first instance only the court in Amsterdam will be authorised to hear any disputes that may arise as a result of (the implementation of) any agreement between ASMPrecords and the Client and of disputes regarding (every provision from) these Conditions, including for obtaining injunctive relief. 

 

Rotterdam, 1 December 2020