Article 1. Applicability
1.1 These General Terms and Conditions of Sale (hereinafter: terms and conditions) apply to all offers, orders and agreements of Centraal Muziekhuis BV to the exclusion of any other general terms and conditions. These terms and conditions have been filed with the Chamber of Commerce North Netherlands under number 01066859 and will be sent by us upon request. These conditions can also be consulted via the internet. 1.2 Accepting an offer or placing an order means that you accept the applicability of these conditions. 1.3 The provisions of these terms and conditions can only be deviated from in writing, in which case the remaining provisions will remain fully in force. 1.4 All rights and claims, as stipulated in these terms and conditions and in any further agreements for Centraal Muziekhuis BV, are also stipulated for the benefit of intermediaries and other third parties engaged by Centraal Muziekhuis BV.
Article 2. Offers / agreements
2.1 All offers made by Centraal Muziekhuis BV are without obligation and Centraal Muziekhuis BV expressly reserves the right to change prices, in particular when this is necessary on the basis of (legal) regulations. See also article 3.6. 2.2 An agreement is only concluded after acceptance of your order by Centraal Muziekhuis BV. Centraal Muziekhuis BV is entitled to refuse orders or to attach certain conditions to the delivery, unless explicitly stated otherwise. If an order is not accepted, Centraal Muziekhuis BV will inform you of this within ten (10) working days after receiving the order.
Article 3. Prices and payments
3.1 The prices for the products and services offered are in Euros excluding VAT and excluding shipping costs, any taxes or other levies, unless stated otherwise or agreed in writing. 3.2 Payment must be made without discount or compensation by return and prior to delivery (s) and at the latest within eight (8) days after the invoice date, unless otherwise agreed in writing. 3.3 Payment can be made by bank transfer or cash on delivery (upon receipt). For payment by bank transfer, the date of payment is the date of crediting the giro or bank account of Centraal Muziekhuis BV. 3.4 If the payment term is exceeded, you will be in default from the day that payment should have been made and from that day you will owe default interest of 1% per month or part of a month on the outstanding amount. If payment takes place after a reminder, you owe an administration fee of twenty-five euros (€ 25.00) and if Centraal Musichuis BV outsources its claim for collection, you also owe the collection costs, which are at least fifteen percent (15%) of the outstanding amount, without prejudice to the power of van Centraal Muziekhuis BV to claim the actually incurred extrajudicial collection costs instead. 3.5 If you are in default on any payment, van Centraal Muziekhuis BV is entitled to suspend (the implementation of) the relevant agreement and related agreements, or to dissolve it. 3.6 If the prices for the offered products and services increase in the period between the order and the execution thereof, you are entitled to cancel the order or to dissolve the agreement within ten (10) days after notification of the price increase by Centraal Muziekhuis BV.
Article 4. Delivery
4.1 The delivery times specified by van Centraal Muziekhuis BV are only indicative. Exceeding any delivery period does not entitle you to compensation or the right to cancel your order or to dissolve the agreement, unless the delivery period is exceeded in such a way that you cannot reasonably be expected to uphold the agreement. In that case you are entitled to cancel the order or terminate the agreement to the extent that this is necessary. 4.2 The delivery of the products takes place at the place and time when the products are ready for shipment to you.
Article 5. Retention of title
5.1 The ownership of the products supplied will only transfer if you have paid everything that you owe to Centraal Muziekhuis BV on the basis of any agreement. The risk with regard to the products is transferred to you at the time of delivery.
Article 6. Intellectual and industrial property rights
6.1 The client guarantees to Centraal Muziekhuis BV that by complying with the agreement and in particular by reproducing or publishing the goods received from the client such as sound, image or photographic recordings, computer software , data files, drawings, copy, print, models, lithographs, films, data carriers, etc. no infringement is made of rights that third parties can assert according to Copyright 1912 or other national, supranational or international regulations in the field of copyright or law of industrial property or the law relating to the unlawful act. 6.2 The client indemnifies Centraal Muziekhuis BV, both in and out of court, against all claims that third parties can enforce in accordance with the law or regulations referred to here. Every client must inform himself in advance of the conditions set by the copyright organization STEMRA (or an associated sister organization) with regard to the duplication of sound, image and information carriers and is responsible for the assignment concerned. Client must comply with all conditions set by this organization, and indemnifies Centraal Muziekhuis BV against all claims that third parties may have regarding intellectual property rights. 6.3 If, at the time of duplication, the exploitation of copyright has not been transferred to any copyright association, body and / or publishing company and therefore does not have to be settled with STEMRA (or an associated sister organization), the client indemnifies Centraal Muziekhuis BV against all possible future settlements or settlements with retroactive effect. 6.4 You must fully and unconditionally respect all intellectual and industrial property rights that rest on the products delivered by Centraal Muziekhuis BV. 6.5 from Centraal Muziekhuis BV does not guarantee that the products delivered to you do not infringe any (unwritten) intellectual and / or industrial property rights of third parties.
Article 7. Complaints and liability
7.1 You have the obligation to examine on delivery whether the products meet the agreement. If this is not the case, you must inform Centraal Muziekhuis BV of this in writing and with reasons, as soon as possible and in any case within seven (7) working days after the delivery, or at least after observation was reasonably possible. 7.2 If it has been demonstrated that the products do not comply with the agreement, van Centraal Muziekhuis BV has the option of replacing the products concerned with new products or returning the invoice value thereof.
Article 8. Orders / communication
8.1 For misunderstanding, mutilations, delays or improper transmission of orders and communications as a result of the use of the Internet or any other means of communication in traffic between you and van Centraal Muziekhuis BV, or between van Centraal Muziekhuis BV and third parties, insofar as they relate to the relationship between you and Centraal Muziekhuis BV, are not liable for Centraal Muziekhuis BV, unless and insofar as there was intent or gross negligence on the part of Centraal Muziekhuis BV.
Article 9. Force majeure
9.1 Without prejudice to the other rights accruing to it, in the event of force majeure Van Centraal Muziekhuis BV has the right, at its option, to suspend the execution of your order or to dissolve the agreement without judicial intervention, such by to communicate this to you in writing and without being obliged to pay any compensation from Centraal Muziekhuis BV, unless this would be unacceptable by reasonableness and fairness in the given circumstances. 9.2 Force majeure is understood to mean any shortcoming that cannot be attributed to van Centraal Muziekhuis BV, because it is not due to its fault and neither by law, legal act or generally accepted views.
Article 10. Miscellaneous
10.1 If you provide an address to van Centraal Muziekhuis BV, Van Muziekcentrum BV is entitled to send all orders to that address, unless you notify Van Muziekcentrum BV of another address to which your orders must be be sent. 10.2 If van Centraal Muziekhuis BV allows deviations from these conditions, whether tacitly or not, for a short or longer period of time, this does not affect its right to demand immediate and strict compliance with these conditions. You can never assert any rights based on the fact that van Centraal Muziekhuis BV applies these conditions smoothly. 10.3 If one or more of the provisions of these terms and conditions or any other agreement with van Centraal Muziekhuis BV should conflict with any applicable legal provision, the relevant provision will lapse and it will be replaced by a statement to be made by van Centraal Muziekhuis BV new legally permissible comparable provision. 10.4 from Centraal Muziekhuis BV is authorized to make use of third parties in the execution of your order(s).
Article 11. Applicable law and competent court
11.1 All rights, obligations, offers, orders and agreements to which these conditions apply, as well as these conditions, are exclusively governed by Dutch law. 11.2 All disputes between parties will be submitted exclusively to the competent court in the Netherlands.