GENERAL TERMS AND CONDITIONS OF SALE

Freebee Map LTD registrated trade 207648390

1. Applicability

These Conditions form part of all agreements and apply to all(other) acts and legal acts between Freebee Map LTD and the client, even if those (legal) acts may not lead to, or not in connection with, an agreement. The applicability of any general condition of the client is by Freebee Map LTD expressly rejected.

 2. Offer and acceptance/quotes and

indications

2.1 An offer (or quotation) from Freebee Map LTD does not bind it and only serves as an invitation to the placing of an order by the client.

2.2 An agreement comes into effect when Freebee

Map LTD accepts an order from the client in writing client's order in writing by means of an order confirmation or by execution of the order. If Freebee Map LTD carries out any performance on request before full agreement has been reached on the price and payment conditions for that performance, the client shall pay Freebee Map LTD for it in accordance with the rates then in effect at Freebee Map LTD

To the extent that Client accepts an offer from Freebee Map LTD with deviations of minor significance, such deviations shall not form part of the agreement and the agreement comes about according to the offer of Freebee Map LTD.

2.3 All quotations by Freebee Map LTD are carefully done but Freebee Map LTD can not guarantee that no deviations will occur. Shown or provided samples, drawings or models are only indications of the Products. Only in case of serious deviations from the Freebee Map LTD or from the drawings or models models, dissolution may take place. 

3. Prices

All Freebee Map LTD prices are expressed in Euros and exclusive of sales tax, unless otherwise indicated. otherwise indicated. Any change in the factors affecting the price of Freebee Map LTD, including cost prices, exchange rates and levies or taxes, Freebee Map LTD can pass on to client. If the increase takes place within three months after the assignment, the client can dissolve the dissolve the agreement under the obligation to pay the delivered to Freebee Map LTD at the prices and rates agreed upon for that purpose.

 4. Payment

4.1 Payment by the client must, without discount or deduction or deduction, within a (final) term of 14 days after the invoice date. after the invoice date to Freebee Map LTD.

4.2 Client shall not be entitled to set-off unless this is permitted by a final judgement.

4.3 In case of reasonable doubt regarding the creditworthiness of of the client, Freebee Map LTD shall be entitled, Before (further) performance, to demand from the client that demand from the client that advance payment is made or that sufficient security in default of which Freebee Map LTD is entitled to suspend its activities suspend or terminate its activities with immediate effect Without prejudice to the right of Freebee Map LTD to payment for work already done and damages.

4.4. If Client fails to pay in full and/or timely payment, Freebee Map LTD shall always be entitled to suspend its suspend its obligations immediately and exclude client from further participation in current projects and publications.

4.5 After expiration of the payment term, the Client shall, without further notice of default, owe a interest of 1.5% per month. Each time after end of a year, the amount on which the interest shall be increased by the interest due over that year. If client also after the expiry of a further term of payment paid in full, he shall owe Freebee Map LTD all extrajudicial and judicial costs, including reasonable costs for legal assistance in or out of proceedings, to be reimbursed. If by Freebee Map LTD, for reasons of goodwill or otherwise, the client for the performance of any performance, the new deadline shall always have a fatal character.

4.6 As an additional service, your location on the map will be indicative with a reference to your name and address details; no rights may be derived from any . No rights can be derived from any incorrect reference  

5. Delivery Time

5.1 The delivery time quoted by Freebee Map LTD delivery time is based on the time at the time of concluding the agreement for Freebee Map LTD and, insofar as dependent on performances of third parties, on the data provided by those third parties provided to Freebee Map LTD. The delivery time and/or execution time shall be by Freebee Map LTD as much as possible be observed However, it is not a deadline and can, if there are reasonable grounds exist, by Freebee Map LTD. by (at least) eight weeks.

5.2 Said deadlines shall commence on the date of the written order confirmation by Freebee Map LTD. If client is required to provide data, the deadlines shall run from the day of receipt by Freebee Map LTD, but not earlier than the date of the written order confirmation. 

5.3 If any deadline is exceeded, the client shall not be entitled to (damage) compensation. Nor shall the client in that case be entitled to rescind or terminate the agreement, unless the exceeding of the term is such that client cannot reasonably be required cannot reasonably be required to maintain (the relevant part of) the agreement. Client is then entitled, after notice of default containing a reasonable reasonable further term for compliance, to dissolve dissolve or cancel the agreement by registered letter, but only insofar as is strictly necessary 

5.4 Freebee Map LTD shall be entitled to change the publication date of the media output in which client participates to a subsequent next edition if Freebee Map LTD, due to due to insufficient participation of other participants cannot, in its reasonable opinion, achieve a profitable edition. Within three weeks after Freebee Map LTD has  given a notice to that effect to the to the client, the client shall be the right to dissolve the agreement  without parties mutually owe each other any compensation. owe each other any compensation.

 6. Distribution

6.1 In the event that Freebee Map LTD on behalf of the client is part of to the assignment, Freebee Map LTD shall make every effort to ensure make every effort to have careful distribution take place The choice in the way(s) and possible pace of distribution is at the reasonable - professional - judgment of Freebee Map LTD and is also determined by the availability and quality of the necessary required third parties (disseminators).

6.2 Response of third parties to the thus distributed is not guaranteed by Freebee Map LTD and the lack thereof shall never constitute grounds for suspension or cancellation of the payment obligations of the Client. Any periodic (instalment) payment obligation of client is independent of the manner and progress of the distribution.

 7. Force Majeure

7.1 If Freebee Map LTD fails to meet its obligations due to a non Force majeure shall In any case, any delay or or impediment caused by suppliers and/or other or other auxiliary persons engaged by or on behalf of Freebee Map LTD in the execution of its work. activities. attributable failure ("force majeure"), Freebee Map LTD cannot its obligations to Client, those obligations shall be suspended for the duration of the force majeure condition. If the force majeure condition has lasted three months, both parties shall have the right to dissolve the agreement in whole or in part in writing.rescission.

7.2 Force majeure of Freebee Map LTD shall mean shall mean any circumstance beyond the control of Freebee Map LTD independent circumstance, as a result of which the fulfilment

of (the relevant part of) its obligations towards obligations towards the client is prevented, delayed or made uneconomic or as a result of  hich the fulfilment of these obligations cannot  reasonably be required of Freebee Map LTD.

 8. Intellectual property

8.1 The intellectual property rights of the products manufactured by Freebee Map LTD for the client produced for the client belong to Freebee Map LTD unless expressly agreed otherwise in writing.agreed otherwise. This also applies to products that build on a design subject to  ntellectual property rights of the Client. Freebee Map LTD declares that, to the best of its  nowledge, the Products do not infringe on any  ntellectual property rights applicable intellectual  roperty rights of third parties. However, Freebee  ap LTD cannot not indemnify for any  nfringements of intellectual property rights of third parties. 8.2 If Freebee Map LTD manufactures Products or has them manufactured Products or has them manufactured under specific

Client on the basis of a design not originating  rom Freebee Map LTD, the client shall indemnify  Freebee Map LTD against all infringements relating to (the manufacture and use of) the  products.to (the manufacture and use of) the Products on intellectual property rights of third parties. 

8.3 Client guarantees not to infringe (nor permit or enable third parties to do so) any intellectual property rights of Freebee Map LTD, or its  suppliers, in respect of the Products, for example  by copying, editing or reproducing the Products. copying, editing or reproducing the Products 

9. Complaints

9.1 Complaints regarding defects in the delivered goods must be submitted within 8 days after these defects could reasonably have been detected,at least within 14 days after completion of the order.order shall be notified in writing to Freebee Map LTD.communicated. The client shall not be intitled to advertising if he has not fulfilled his  obligations under the agreement towards Freebee Map LTD have not been fulfilled.

9.2 If timely, correct and justified claims have been made, Freebee Map LTD shall have the choice of rectifying the defect either to deliver the agreed (new) goods or to give a discount on the price. By satisfying to one of these performances within a reasonable period of time, Freebee Map LTD discharged its obligations and it shall not be liable for compensation. 

9.3 If the defect is due to errors of third parties, Freebee Map LTD shall never be subject to any further guarantee or liability towards the client  than to which Freebee Map LTD towards those  third parties can claim with respect to these third  parties

10. Retention of title

10.1 The goods delivered by Freebee Map LTD shall remain property of Freebee Map LTD until full payment by the payment by the client of the  claims of Freebee Map LTD from this or similar greements as well as the similar agreements as well as the claims on the client for attributable shortcomings in the fulfillment of such bligations from such said agreements including claims for penalties, interest and costs.

10.2 As long as the delivered goods are the property of Freebee Map LTD, the client shall not be allowed To change, alienate or transfer them in any way, encumber or in any way give them  to a third party in any way.

 11. Right of Lien

Freebee Map LTD shall be entitled to retain everything directly or indirectly related to the order, including everything provided by or on behalf of Freebee Map LTD as well as that which Freebee Map LTD in the context of the assignment to keep possession of it until the moment when the client has fulfilled all his contractual and and legal obligations towards Freebee Map LTD plus any interest and costs

12. Risk of information storage.

Any damage or loss of information stored at Freebee Map LTD or third parties shall be at the Client is for the account and risk of the client unless Freebee Map LTD has demonstrably failed in its obligation of careful storage. Freebee Map LTD shall be permitted to store the entrusted information to be stored under use of automated systems

 13. Liability and Indemnity

13.1 Freebee Map LTD shall not be liable for any (in) direct damage of the client or third parties including consequential damage. Client shall indemnify Freebee Map LTD for claims from third parties, for whatever reason. Client shall indemnify Freebee Map LTD for claims of third parties, on any account whatsoever. 

13.2 The liability of Freebee Map LTD, from for whatever reason, is in any case limited to the amount it receives in the relevant case from its corporate liability insurer or,if no payment on the basis of insurance can take place: to the amount of the invoice value exclusive of VAT, of the relevant (partial) commission to which the alleged liability relates with a maximum of € 5,000.

13.3 The aforementioned limitations of liability not apply insofar as the damage in question damage was caused by intent or deliberate recklessness of the management of Freebee Map LTD. Except in the case of intentional or  deliberate recklessness of the management of Freebee Map LTD, the client shall indemnify Freebee Map LTD against all claims from third parties, for whatever reason regarding compensation for damages. 

14. Anti-solicitation clause

14.1 Client shall, during the term of this Agreement and for two years following termination there of not recruit any employees of Freebee Map LTD, except with the express written consent of Freebee Map LTD, employ or otherwise, directly or indirectly, for itself. 

14.2 Employees in this context shall mean natural and / or legal persons who in the context of the work carried out by Freebee Map LTD - or its affiliated companies - are engaged during the During the term of the agreement with client.

15. Dissolution

Freebee Map LTD shall be entitled by written declaration to (extra)judicially dissolve the agreement. dissolve the agreement - in addition to  he cases mentioned in the law - if  the client as applied for a moratorium,applied for suspension of payment, is declared bankrupt or ceases its business

 16. Applicable law and competent court

These Conditions, as well as all agreements are governed by Dutch law. Insofar as national or national or international rules of law do not  rescribe otherwise prescribed, all disputes  etween between parties will be submitted to the  competent court.

1. Applicability

These Conditions form part of all

agreements and apply to all

(other) acts and legal acts between

Freebee Map LTD and the client, even if

those (legal) acts may not lead to, or

not in connection with, an agreement. The

applicability of any general condition

of the client is by Freebee Map LTD

expressly rejected.

 

2. Offer and acceptance/quotes and

indications

2.1 An offer (or quotation) from Freebee Map

LTD does not bind it and only serves as an invitation

to the placing of an order by the client.

2.2 An agreement comes into effect when Freebee

Map LTD accepts an order from the client in writing

client's order in writing by means of an order confirmation or by

execution of the order. If Freebee

Map LTD carries out any performance on request before

full agreement has been reached on the price

and payment conditions for that performance, the

client shall pay Freebee Map LTD for it

in accordance with the rates then in effect at Freebee Map LTD

To the extent that Client accepts an offer from Freebee Map

LTD with deviations of minor

significance, such deviations shall not form part of

the agreement and the agreement comes about

according to the offer of Freebee Map LTD.

2.3 All quotations by Freebee Map LTD are carefully

done but Freebee Map LTD can not guarantee

that no deviations will occur.

Shown or provided samples, drawings or

models are only indications of the

Products. Only in case of serious deviations from the

Freebee Map LTD or from the drawings or models

models, dissolution may take place.

 

3. Prices

All Freebee Map LTD prices are expressed in

Euros and exclusive of sales tax, unless otherwise indicated.

otherwise indicated. Any change in the factors

affecting the price of Freebee Map LTD,

including cost prices, exchange rates and levies or

taxes, Freebee Map LTD can pass on to

client. If the increase takes place within

three months after the assignment, the client can dissolve the

dissolve the agreement under the obligation to pay the

delivered to Freebee Map LTD at the

prices and rates agreed upon for that purpose.

 

4. Payment

4.1 Payment by the client must, without discount or deduction

or deduction, within a (final) term of 14 days after the invoice date.

after the invoice date to Freebee Map LTD.

4.2 Client shall not be entitled to set-off

4.2 Client shall not be entitled to set-off unless this is permitted by a final

judgement.

4.3 In case of reasonable doubt regarding the creditworthiness of

of the client, Freebee Map LTD shall be entitled,

Before (further) performance, to demand from the client that

demand from the client that advance payment is made or that

sufficient security in default of which

Freebee Map LTD is entitled to suspend its activities

suspend or terminate its activities with immediate effect

Without prejudice to the right of Freebee Map

LTD to payment for work already done

and damages.

4.4. If Client fails to pay in full and/or

timely payment, Freebee Map LTD shall always be entitled to suspend its

suspend its obligations immediately and

exclude client from further participation in

current projects and publications.

4.5 After expiration of the payment term, the

Client shall, without further notice of default, owe an

interest of 1.5% per month. Each time after

end of a year, the amount on which the

interest shall be increased by the interest due over that

year. If client also after

the expiry of a further term of payment

paid in full, he shall owe Freebee Map LTD all

extrajudicial and judicial costs, including

reasonable costs for legal assistance in or out of proceedings,

to be reimbursed. If by Freebee Map

LTD, for reasons of goodwill or otherwise, the

client for the performance of any

performance, the new deadline shall

always have a fatal character.

4.6 As an additional service, your location on the map will be

indicative with a reference to your

name and address details; no rights may be derived from any

No rights can be derived from any incorrect reference.

 

5. Delivery Time

5.1 The delivery time quoted by Freebee Map LTD

delivery time is based on the time

at the time of concluding the agreement for Freebee

Map LTD and, insofar as

dependent on performances of third parties, on the data provided by those

third parties provided to Freebee Map LTD.

The delivery time and/or execution time shall be

by Freebee Map LTD as much as possible be observed

However, it is not a deadline and can, if there are reasonable

reasonable grounds exist, by Freebee Map LTD.

LTD by (at least) eight weeks.

5.2 Said deadlines shall commence on the date of the

written order confirmation by Freebee Map LTD.

I f client is required to provide data,

the deadlines shall run from the day of receipt

by Freebee Map LTD, but not earlier than the

date of the written order confirmation.

5.3 If any deadline is exceeded, the

client shall not be entitled to (damage) compensation.

Nor shall the client in that case be entitled

to rescind or terminate the agreement,

unless the exceeding of the term is such that

client cannot reasonably be required

cannot reasonably be required to maintain (the relevant part of) the agreement.

agreement. Client is then

entitled, after notice of default containing a reasonable

reasonable further term for compliance, to dissolve

dissolve or cancel the agreement by registered letter,

but only insofar as is strictly necessary

5.4 Freebee Map LTD shall be entitled to change the

publication date of the media output in which

client participates to a subsequent

next edition if Freebee Map LTD, due to

due to insufficient participation of other

participants cannot, in its reasonable opinion, achieve a

profitable edition. Within three weeks after

Freebee Map LTD has given a notice to that effect to the

to the client, the client shall be

the right to dissolve the agreement without

parties mutually owe each other any compensation.

owe each other any compensation.

 

6. Distribution

6.1 In the event that Freebee Map

LTD on behalf of the client is part of

to the assignment, Freebee Map LTD shall make every effort to ensure

make every effort to have careful distribution take place.

take place. The choice in the way(s) and possible pace

of distribution is at the reasonable - professional -

judgment of Freebee Map LTD and is also determined

by the availability and quality of the necessary

required third parties (disseminators).

6.2 Response of third parties to the thus distributed

is not guaranteed by Freebee Map LTD and

the lack thereof shall never constitute grounds for

suspension or cancellation of the payment obligations

of the Client. Any periodic (instalment)

payment obligation of client is independent of the manner

and progress of the distribution.

 

7. Force Majeure

7.1 If Freebee Map LTD fails to meet its obligations due to a non Force majeure shall

In any case, any delay or

or impediment caused by suppliers and/or other

or other auxiliary persons engaged by or on behalf of Freebee

Map LTD in the execution of its work.

activities.

attributable failure ("force majeure"), Freebee Map LTD cannot

its obligations to Client,

those obligations shall be suspended for the duration of

the force majeure condition. If the force majeure condition

has lasted three months, both parties shall have the

right to dissolve the agreement in whole or in part in writing.

rescission.

7.2 Force majeure of Freebee Map LTD shall mean

shall mean any circumstance beyond the control of Freebee Map LTD

independent circumstance, as a result of which the fulfilment

of (the relevant part of) its obligations towards

obligations towards the client is prevented, delayed or made

uneconomic or as a result of which the fulfilment of

these obligations cannot reasonably be required of Freebee

Map LTD.

 

8. Intellectual property

8.1 The intellectual property rights of the

products manufactured by Freebee Map LTD for the client

produced for the client belong to Freebee Map

LTD unless expressly agreed otherwise in writing.

agreed otherwise. This also applies to Products

that build on a design subject to intellectual

property rights of the Client. Freebee

Map LTD declares that, to the best of its knowledge, the

Products do not infringe on any intellectual property rights

applicable intellectual property rights of

third parties. However, Freebee Map LTD cannot

not indemnify for any infringements of intellectual

property rights of third parties. 8.2 If Freebee Map LTD manufactures Products or has them manufactured

Products or has them manufactured under specific

Client on the basis of a design not originating from

Freebee Map LTD, the client shall indemnify Freebee Map LTD

Freebee Map LTD against all infringements relating to (the manufacture and use of) the Products.

to (the manufacture and use of) the Products

on intellectual property rights of third parties.

8.3 Client guarantees not to infringe

(nor permit or enable third parties to do so)

any intellectual property rights of Freebee Map

LTD, or its suppliers, in respect of

the Products, for example by copying, editing or reproducing the Products.

copying, editing or reproducing the Products

 

9. Complaints

9.1 Complaints regarding defects in the delivered goods

must be submitted within 8 days after these defects could

could reasonably have been detected,

at least within 14 days after completion of the order.

order shall be notified in writing to Freebee Map LTD.

communicated. The client shall not be entitled to

advertising if he has not fulfilled his obligations under the agreement

towards Freebee Map LTD have not been fulfilled.

9.2 If timely, correct and justified claims have been made,

Freebee Map LTD shall have the choice of rectifying the defect

either to deliver the agreed (new) goods

or to give a discount on the price. By satisfying

to one of these performances within a reasonable period of time, Freebee Map

Freebee Map LTD discharged its obligations and

it shall not be liable for compensation.

9.3 If the defect is due to errors

of third parties, Freebee Map LTD shall never be subject to any

further guarantee or liability towards

towards the client than to which

Freebee Map LTD towards those third parties

can claim with respect to these third parties

 

10. Retention of title

10.1 The goods delivered by Freebee Map LTD shall remain

property of Freebee Map LTD until full payment by the

payment by the client of the claims of

Freebee Map LTD from this or similar agreements as well as the

similar agreements as well as the claims

on the client for attributable shortcomings in the

fulfillment of such obligations from such

said agreements including

claims for penalties, interest and costs.

10.2 As long as the delivered goods are the property of

Freebee Map LTD, the client shall not be allowed

To change, alienate or transfer them in any way,

encumber or in any way give them in use to a third party.

to a third party in any way.

 

11. Right of Lien

Freebee Map LTD shall be entitled to retain everything directly or

indirectly related to the order, including

including everything provided by or on behalf of

Freebee Map LTD as well as that which

Freebee Map LTD in the context of the assignment

to keep possession of it until the moment

when the client has fulfilled all his contractual and

and legal obligations towards Freebee Map LTD

Freebee Map LTD plus any interest and costs

12. Risk of information storage.

Any damage or loss of information stored at Freebee

Map LTD or third parties shall be at the

Client is for the account and risk of the

client unless Freebee Map LTD has demonstrably

failed in its obligation of careful

storage. Freebee Map LTD shall be permitted to store the

entrusted information to be stored under

use of automated systems

 

13. Liability and Indemnity

13.1 Freebee Map LTD shall not be liable for any (in)

direct damage of the client or third parties including

including consequential damage. Client shall indemnify Freebee

Map LTD for claims from third parties, for whatever reason.

Client shall indemnify Freebee Map LTD for claims of third parties, on any account whatsoever.

13.2 The liability of Freebee Map LTD, from

for whatever reason, is in any case limited to

The amount it receives in the relevant case from its

corporate liability insurer or,

if no payment on the basis of insurance can

can take place: to the amount of the invoice value

exclusive of VAT, of the relevant (partial) commission

to which the alleged liability relates

with a maximum of € 5,000.

13.3 The aforementioned limitations of liability

not apply insofar as the damage in question

damage was caused by intent or deliberate

recklessness of the management of Freebee

Map LTD. Except in the case of intentional or deliberate

recklessness of the management of Freebee Map

LTD, the client shall indemnify Freebee Map LTD against

all claims from third parties, for whatever reason,

regarding compensation for damages.

 

14. Anti-solicitation clause

14.1 Client shall, during the term of this

Agreement and for two years following termination thereof

not recruit any employees of Freebee Map LTD, except with the

express written consent of Freebee

Map LTD, employ or otherwise,

directly or indirectly, for itself.

14.2 Employees in this context shall mean

natural and / or legal persons who in the context of

the work carried out by Freebee Map LTD - or its affiliated

companies - are engaged during the

During the term of the agreement with

client.

 

15. Dissolution

Freebee Map LTD shall be entitled by written

declaration to (extra)judicially dissolve the agreement.

dissolve the agreement - in addition to the cases mentioned in the law - if

If the client has applied for a moratorium

applied for suspension of payment, is declared bankrupt or

ceases its business

 

16. Applicable law and competent court

These Conditions, as well as all agreements

are governed by Dutch law. Insofar as national or

national or international rules of law do not prescribe

otherwise prescribed, all disputes between

between parties will be submitted to the competent

court.

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