Terms and Conditions Freebee Map
These Terms and Conditions are part of all agreements and apply to all (other) acts and legal acts between FbM and the client, even if those (legal) acts should not lead to, or are not related to, an agreement. The applicability of any general terms and conditions of the client is expressly rejected by FbM.
2. Offer and acceptance/statements and indications
2.1 An offer (or quotation) from FbM does not bind it and only serves as an invitation to place an order by the client.
2.2 An agreement is concluded as soon as FbM accepts an order from the client in writing by means of an order confirmation or by executing the order. If FbM performs any performance on request before full agreement has been reached on the price and payment conditions for that performance, the client must pay FbM for this in accordance with the then applicable rates at FbM. Insofar as the client accepts an offer from FbM with deviations of minor significance, those deviations do not form part of the agreement and the agreement is concluded in accordance with FbM's offer.
2.3 All statements by FbM have been made with care, but FbM cannot guarantee that no deviations will occur in this regard. Samples, drawings or models shown or provided are only indications of the Products concerned. Dissolution can only take place in the event of serious deviations from the statements of FbM or from the drawings or models. 3. Prices
All prices of FbM are expressed in Euros and exclusive of turnover tax, unless otherwise indicated. Any change in the factors that influence FbM's price, including cost prices, exchange rates and levies or taxes, can be passed on to the client by FbM. If the increase takes place within three months after the assignment, the client can dissolve the agreement subject to the obligation to pay FbM what has been delivered until then at the agreed prices and rates.
4.1 Payment by the client must be made to FbM, without discount or deduction, within a (fatal) term of 14 days after the invoice date.
4.2 The Client is not entitled to set-off unless he is permitted to do so by a final and binding court decision.
4.3 In case of reasonable doubt about the creditworthiness of the client, FbM is entitled, before performing (further) performance, to require the client to make advance payment or to provide adequate security, failing which FbM is entitled to suspend or suspend its activities with immediate effect. terminate without prejudice to FbM's right to payment for work already performed and compensation.
4.4. If the client does not pay in full and/or does not pay on time, FbM is always entitled to suspend its obligations with immediate effect and to exclude the client from further participation in current projects and publications.
4.5 After expiry of the payment term, the client owes an interest of 1.5% per month, without further notice of default. Each time after the end of a year, the amount on which the interest is calculated is increased by the interest owed for that year. If the client has not paid in full even after the expiry of a further payment term, he must reimburse FbM for all extrajudicial and judicial costs, including reasonable costs for legal assistance in or outside a procedure. If FbM, for reasons of leniency or otherwise, grants the client postponement for the performance of any performance, the new term will always have a fatal character.
4.6 As an extra service, your location on the map is indicated indicatively with a reference to your name and address details; no rights can be derived from any incorrect reference
5. Delivery time
5.1 The delivery period specified by FbM is based on the circumstances applicable to FbM at the time of the conclusion of the agreement and, insofar as it depends on the performance of third parties, on the information provided to FbM by those third parties. The delivery period and/or execution period will be observed by FbM as much as possible, but is not a strict deadline and can, if there are reasonable grounds for doing so, be extended by FbM by (minimum) eight weeks.
5.2 The aforementioned periods commence on the date of the written order confirmation by FbM. If the client is required to supply data, the periods will start to run from the day of receipt by FbM, but no earlier than the date of the written order confirmation.
5.3 If any term is exceeded, the client is not entitled to (damage) compensation. In that case, the client is also not entitled to dissolution or termination of the agreement, unless the exceeding of the term is such that the client cannot reasonably be expected to maintain (the relevant part of) the agreement. The client is then entitled, after notice of default containing a reasonable further performance period, to dissolve or terminate the agreement by registered letter, but only insofar as this is strictly necessary. 5.4 FbM has the right to postpone the publication date of the media statement in which the client participates to a next edition if FbM cannot, in its reasonable view, achieve a profitable publication due to insufficient participation from other participants. Within three weeks after FbM has made a notification to that effect to the client, the client has the right to dissolve the agreement without the parties owing each other any compensation.
6.1 In the event that distribution of what FbM has provided for the client is part of the assignment, FbM will make every effort to ensure careful distribution. The choice in the method(s) and possible speed of distribution is at the reasonable – professional – judgment of FbM and is partly determined by the availability and quality of the necessary third parties (distributors).
6.2 The response of third parties to the information thus disseminated is not guaranteed by FbM and the lack thereof can never constitute grounds for suspension or cancellation of the client's payment obligations. Any periodic (term) payment obligation of the client is independent of the manner and progress of the distribution.
7. Force Majeure
7.1 If FbM is unable to fulfill its obligations towards the client due to a non-attributable shortcoming ("force majeure"), those obligations will be suspended for the duration of the force majeure situation. If the force majeure situation has lasted for three months, both parties have the right to dissolve the agreement in writing in whole or in part.
7.2 Force majeure on the part of FbM is understood to mean any circumstance beyond the control of FbM, as a result of which the fulfillment of (the relevant part of) its obligations towards the client is prevented, delayed or made uneconomical or as a result of which the fulfillment of these obligations cannot reasonably be expected of FbM. are required. Force majeure shall in any case include any delay or impediment caused by suppliers and/or other auxiliary persons engaged by or on behalf of FbM in the performance of its activities. 8. Intellectual Property
8.1 The intellectual property rights of the products that FbM has manufactured for the client belong to FbM unless expressly agreed otherwise in writing. This also applies to Products that build on a design to which the Client's intellectual property rights rest. FbM declares that, to the best of its knowledge, the Products do not infringe any intellectual property rights of third parties applicable in the Netherlands. However, FbM cannot indemnify the client against any infringements of intellectual property rights of third parties.
8.2 If FbM manufactures Products or has Products manufactured on behalf of the Client on the basis of a design that does not originate from FbM, the Client indemnifies FbM in this regard for all infringements with regard to (the manufacture and use of) the Products on intellectual property rights of third parties.
8.3 The Client guarantees not to infringe (nor to allow or enable third parties to do so) the intellectual property rights of FbM, or its suppliers, with regard to the Products, for example by copying, editing or imitating the Products.
9.1 Complaints regarding defects in the delivered goods must be communicated to FbM in writing within 8 days after these defects could reasonably have been detected, or at least within 14 days after the termination of the assignment. The client has no right to complain if he has not fulfilled his obligations under the agreement towards FbM.
9.2 If the complaint is timely, correct and well-founded, FbM has the choice to repair the defect or to deliver what has been agreed (new) or to give a discount on the price. By fulfilling one of these performances within a reasonable term, FbM is discharged of its obligations and does not owe any compensation. 9.3 If the defect is attributable to errors by third parties, FbM shall never be held to a more extensive guarantee or liability vis-à-vis the client than that which FbM can claim vis-à-vis those third parties.
10. Retention of Title
10.1 The goods delivered by FbM remain the property of FbM until full payment by the client of the claims of FbM under this or similar agreements as well as the claims against the client due to attributable failure to fulfill such obligations under said agreements, including claims in respect of fine, interest and costs.
10.2 As long as the delivered goods are the property of FbM, the client is not permitted to change, alienate, encumber or allow a third party to use them in any way.
11. Right of retention
FbM is authorized to retain everything that directly or indirectly relates to the assignment, including that which has been supplied to FbM by or on behalf of the client, as well as that which FbM has produced in the context of the assignment, until the moment that the client has fulfilled all its contractual obligations. and legal obligations towards FbM plus any interest and costs.
12. Risk of information storage
Any damage or loss of information of the client stored with FbM or third parties is at the expense and risk of the client, unless FbM has demonstrably failed in its obligation to store it carefully. FbM is allowed to store the information entrusted using automated systems. 13. Liability and Indemnification
13.1 FbM is not liable for direct or indirect damage suffered by the client or third parties, including consequential damage. The client must indemnify FbM against claims from third parties, for whatever reason.
13.2 FbM's liability, for whatever reason, is in any case limited to the amount that it receives from its business liability insurer in the relevant case or, if no payment can be made on the basis of insurance: to the amount of the invoice value, exclusive of VAT, of the relevant (partial) assignment to which the alleged liability relates, with a maximum of € 5,000.
13.3 The aforementioned limitations of liability do not apply insofar as the damage in question is caused by intent or willful recklessness on the part of FbM's management. Except in the case of intent or willful recklessness on the part of FbM's management, the client will indemnify FbM against all claims from third parties, for whatever reason, with regard to compensation for damage.
14. Anti-recruitment clause
14.1 During the term of this agreement and two years after its termination, the Client will not employ any employees of FbM, except with the express written consent of FbM, or have them work for itself in any other way, directly or indirectly.
14.2 In this context, employees are understood to mean natural and/or legal persons who are engaged in the context of the work performed by FbM - or its affiliates - during the term of the agreement with the client.
FbM is entitled to dissolve the agreement (extra) judicially by means of a written statement - in addition to the cases referred to in the law - if the client has applied for a moratorium, has been declared bankrupt or its business ceases.
16. Applicable law and competent court
Dutch law applies to these Terms and Conditions, as well as to all agreements. Insofar as not dictated otherwise by national or international legal rules, all disputes between the parties will be submitted to the competent court in Alkmaar.