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- General
- Unless agreed otherwise, these general terms and conditions apply to all agreements with Karwansaray BV (Karwansaray) established in Rotterdam, The Netherlands.
- Agreements are concluded by the acceptance by Karwansaray of an oral or written order or subscription request placed by the customer. The customer accepts these terms and conditions by placing its order or subscription request. An order or subscription request is deemed to be accepted by Karwansaray if and when Karwansaray has not rejected the order or subscription request within fourteen days as of receipt of the order or subscription request.
- Personal data as provided by the customer in an order or request will be stored in Karwansaray's client database. The personal data which have been provided may be used by Karwansaray to inform the customer about existing and new publications of Karwansaray.
- Payment
- Unless agreed otherwise in writing, any payments of invoices shall be made within thirty days from the invoice date without any deductions, in the way and in the currency as indicated on the invoice.
- The payment term of thirty days is a firm date. In case of untimely payment, the customer will be in default de jure.
- In case of untimely payment, Karwansaray will be entitled to compensation of extrajudicial collection costs fixed at 15% of the principal amount, without prejudice to the consequences of default pursuant to the Netherlands Civil Code.
- Any payments made by the customer shall firstly serve to settle any accrued interest and costs and secondly to settle the longest outstanding invoice, even if the customer should indicate otherwise.
- The customer is not entitled to set-off any payment due with any claim on Karwansaray.
- Karwansaray reserves the right to require security for a payment or to require payment in advance and is entitled to suspend performance of any of its obligations until the required security has been provided.
- Karwansaray retains the ownership of any goods delivered to the customers until all fees and costs have been fully paid, including the costs mentioned in clause 2.3 above.
- Complaints/returns
- Any complaints in respect of supplied products or services and any objections against invoices must be presented to Karwansaray in writing within fourteen days from the invoice date. The filing of a complaint or objection does not suspend the customer's payment obligations.
- Any returns of supplied goods shall only be accepted after the consent of Karwansaray if and in so far as the condition in clause in 3.1 above is fulfilled, the goods are undamaged and are returned to Karwansaray in the original packaging as soon as can reasonably be required.
- Subscriptions and prices of other Karwansaray products and services
- All subscription rates include the costs of distribution worldwide, unless otherwise indicated.
- Subscriptions are entered into for a period of twelve months or six issues, or a multiple thereof. Karwansaray will notify the customer two months ahead of expiration with an offer of renewal.
- Karwansaray is entitled to raise the prices of subscriptions and other Karwansaray products and services on a yearly basis following the Consumer Price Index ("CPI") of the Netherlands Central Bureau of Statistics ("CBS"), series "all households".
- In addition to the above indexation, Karwansaray reserves the right to raise its prices from time to time. Karwansaray shall inform the customer of any such changes in price in writing at least one month before such increase in price is passed on.
- In case of price increases as mentioned in clause 4.4. above, the customer may terminate a subscription with immediate effect at any moment before the increased prices enter into force.
- Karwansaray may terminate a subscription or other supply with immediate effect if the customer is in default of any of its obligations, has filed for bankruptcy, has been declared bankrupt, has requested suspension of payments, or if the customer's business is wholly or partially dissolved or discontinued.
- Individual orders for Karwansaray publications may be placed in writing, by telephone, on line or through a bookshop.
- The customer may not, without prior written consent of Karwansaray, transfer any rights and/or obligations under an agreement to a third party. Karwansaray is entitled to transfer the agreement or any of its rights and/or obligations thereunder to a third party. In such case, the customer shall be entitled to terminate a subscription with immediate effect.
- Liability
- Karwansaray does not accept any liability for damage which is suffered by the customer pursuant to a non-performance of Karwansaray (or a person for which it is responsible) of its obligations under an agreement or an unlawful act connected with the performance of its obligations under such agreement, including but not limited to damage caused by inaccurate, unlawful, incomplete or outdated information (in the broadest sense of those terms) as published by Karwansaray.
- The limitation of liability in clause 5.1 above does not apply to damage which is caused by the willful misconduct or gross negligence of Karwansaray or any person for which it is liable pursuant to the law. In such case, Karwansaray liability shall be limited to compensation of direct damage to property (including software and data files) and direct damage caused by death or personal injury and shall be further limited to the invoice amount or, in the case of an agreement for an indefinite period of time, the payments made by the customer over the month preceding the occurrence of the damage.
- The information mentioned in clause 5.1 above includes, but it is not limited to, the content of advertisements and/or publications legally prescribed to natural or legal persons which have not been published by Karwansaray.
- Notwithstanding the preceding, the liability of Karwansaray and the persons for which Karwansaray is responsible, shall never exceed the invoice amount (pro rata) of the (part of the) agreement from which the liability arises.
- Liability of the user
- The username and password for use in account maintenance is strictly personal. The user shall not make this code known to any third parties or have this code used by any third parties.
- If a third party should use the personal username and password of the user, the user shall be liable for the performance of its obligations in particular including its financial obligations, irrespective of whether the use of the access code can be attributed to the user.
- Intellectual property
- All intellectual property rights with respect to the publications of Karwansaray, including copyright, trademarks and database rights pursuant to EC Directive 96/9/EC, are vested in Karwansaray. Unless explicitly and unambiguously allowed by Karwansaray or the law, nothing contained in Karwansaray publications may be published or copied in any way, including storage in an electronic data file. Without prejudice to the liability towards Karwansaray for damage caused by a violation of its obligations, the customer shall impose the same conditions as mentioned in this clause 6 to any person or party to which it grants access to Karwansaray publications in whichever way and whether or not on a temporary basis to accept these conditions and to impose these on any third parties by way of an automatic transfer provision ("kettingbeding").
- Copyright notices, trademarks, trade names or other indications of intellectual property may not be altered or deleted.
- Prescription/limitation of claims
All claims and causes of actions towards Karwansaray, including claims for compensation of damage, shall prescribe and lapse one year after such claim or cause of action has arisen. - Partial invalidity
- If a clause in an agreement or in the general terms and conditions is or will become invalid, this will not affect the validity of the entire agreement. The parties shall replace such invalid clause by another clause which to the extent possible expresses the original intention of the parties.
- Applicable law
- All agreements with Karwansaray, including the interpretation and performance thereof, are subject to Netherlands law.
- The customer indemnifies Karwansaray against any claims of third parties in connection with an agreement. This indemnification includes any damage and costs that Karwansaray should suffer in connection with a claim.
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