General Terms

GENERAL TERMS AND CONDITIONS OF JAMIEPRO BV

OFFICE IN HANDELSWEG 1, 1851NX HEILOO

Article 1. Definition

Paragraph 1: In these general conditions shall apply:

consultant or supplier: the user of these terms, in this case JAMIEPRO BV.

principal or client: those with the supplier in a (pre-) contractual relationship.

Paragraph 2: When there is refered to "goods" in these therms, it means the goods to be delivered as it is to deliver services, advice and creative expression.

Paragraph 3: Where in these terms, or between the supplier and the client agreement, refers to an internationally defined circumstances (eg, COD, ex-works, CIF, etc.) such a clause should be understood in the sense of by the International Chamber of Commerce Incoterms published 1990.

Article 2 Applicability

Clause 1: Unless otherwise agreed in writing to every association between supplier and client, these General Terms and Conditions apply.

Paragraph 2: in the preceding paragraph also applies to (further or additional) agreements between supplier and client in which the applicability of these general terms and conditions not specified (explicitly) is invoked.

Article 3 Offers

Clause 1: All offers in any form whatsoever for the supplier obligation unless they have a deadline for acceptance and are based on delivery under normal conditions and normal business hours.

Paragraph 2: If an offer is accepted, the supplier is entitled to the offer within two days after receipt of acceptance.

Paragraph 3: Illustrations, catalogs, drawings and further whether by the supplier data provided are subject to change without prior notice and not binding on the supplier.

Article 4 Prices

Paragraph 1: The price quoted in the offer or prices are excluding VAT in Euros on the cost factors at that time.

Paragraph 2: The supplier shall at all times the right to determine that certain items only in certain minimum quantities to be delivered.

Article 5 Supply of printed goods

Paragraph 1: In case the supplier is given to supply specially for a client, processed or composite products client is obliged to provide reproducible material of good quality.

Paragraph 2: The supplier shall only be an advance proof for approval to send the client if necessary for the provision of the contract is agreed in writing by client. In that case the supplier no later than five weeks after receipt of the appropriate instructions and receipt of the material to be reproduced a proof to be submitted to client, which proof shall be deemed to be approved if, within five working days to respond to the proof is .

Paragraph 3: All the costs of printing or associated therewith will be billed separately and are not included in the agreed prices unless the contrary is agreed.

Article 6 Consultancy work and product development

Clause 1: The consultant is obliged to the client's interests to the best of its ability to defend and request an advisory action.

Paragraph 2: The consultant will be made available to all client information strictly confidential, even after termination of the relationship. Its part, the client is obliged to observe confidentiality with regard to all information known to him with respect to the business advisor, its products and / or services.

Paragraph 3: In case of product development, recommendations for applying promotional products, advice on creative concepts, proposals for extensive projects with or without printed products, national or international market research for specific products or product applications not specifically described products client in all cases which do not provide delivery of specifically described goods an allowance at the rate of advance between the parties to agree an hourly rate or fixed rate.

Article 7 Supply and delivery

Paragraph 1: The delivery times will never be regarded as deadlines, unless explicitly agreed otherwise. In case of late delivery the supplier should be informed in writing.

Paragraph 2: The delivery period starts on the last of the following times:

A. the date of conclusion of the agreement.

B. the date of receipt by the vendor for the implementation of the agreement necessary documents, information, permits and such.

C. the date of receipt by the supplier of what the agreement by any client in advance must be paid.

Paragraph 3: If the delivery is wholly or partially prevented by force majeure, the supplier is entitled to suspend delivery, or the agreement if not performed, wholly or partially dissolve and to claim payment of the installments have been carried out, one and without being required to pay any compensation to the client.

Paragraph 4: Under supremacy in these general terms and conditions mean any circumstance beyond the supplier's will even though at the time of the conclusion of the agreement will provide that compliance with the agreement permanently or temporarily, and insofar as not already included, war, war risk, war, riots, strikes, lockouts, transport difficulties, fire and / or serious disruptions in the company of supplier or its suppliers.

Paragraph 5: Supplier reserves the right in case of special benefit of client or composite products, up to 10% more or less than the amount agreed to deliver and invoice.

Clause 6: in dispatch goods by the supplier, after prior consultation, permitted for each shipment paid for separately.

Clause 7: Unless otherwise agreed in writing, notwithstanding the above in respect of prices asked, the supplier prices quoted based on delivery ex factory, warehouse or other storage, excluding VAT, import duties or other taxes, duties or obligations and excluding the costs of loading and unloading, transport and insurance.

Paragraph 8: Unless otherwise agreed, delivery of goods from the warehouse place in which case the goods are deemed to have been delivered by the supplier and client to be accepted once the goods offered to the client and / or when the goods in or on the vehicle are loaded.

Clause 9: Unless otherwise agreed in writing, transport shall be at the risk and expense of the client, even if the carrier has expressly provided that all transport documents shall state that all damages resulting from the transportation expense and risk of the sender is. If the transport is controlled by the supplier or offered in a tender, it is at all times a service of the supplier. The risk of damage or defects during transportation is not the supplier. The supplier will only mediate between carrier and customer service from client.

Paragraph 10: If the supplier to customer samples available to the client is obliged samples within fourteen days of receipt undamaged and in original packaging free to return to the supplier.

Paragraph 11: If the supplier a model, sample or example shows or provides, is done only by way of indication: the qualities of the goods to be delivered to the sample, model or example. The provisions of Article 3 shall apply mutatis mutandis.

Article 8 Complaints

Paragraph 1: Complaints in respect of externally visible defects or shortages must be in writing, by e-mail or fax within two business days after delivery of the items beyond which supplier to any form of compensation.

Paragraph 2: Complaints regarding non externally visible defects must be in writing within eight days after a determination be made until the end of 2 weeks after delivery of the goods which period is a deadline to cash. The customer is deemed the goods put on stock and / or not be issued within 2 weeks to check for defects such as in this paragraph, here is the expiry date of this paragraph apply.

Paragraph 3: Complaints regarding the amount of the invoices sent by the supplier within eight days after the invoice date be reported in writing, which period is deadline to apply it.

Paragraph 4: supplied by the supplier from third parties, but by its services, goods and / or raw materials, even in the preceding paragraphs only to the extent and degree in which the third party supplier of such services, goods and / or raw materials supplier warranty is given.

Paragraph 5: supplier recognized as faulty goods will be replaced either by him or in the purchase price will be credited to the exclusion of any other form of (additional) compensation liability.

Paragraph 6: Goods may only be after written approval from the supplier, but is the risk and expense of the Customer and shall never imply any admission of liability.

Article 9 Ownership

Paragraph 1: The supplier reserves the ownership of all its goods delivered to the Customer until the purchase price of said goods has been paid.

Paragraph 2: If the supplier under the agreement concluded with the client for the client by client to reimburse work performed, is also retained ownership of the claim until the client has paid the supplier.

Clause 3: The subject property also applies in respect of claims against the supplier client might obtain because of default by the client in one or more of its obligations towards the supplier.

Paragraph 4: As long as ownership of the goods delivered not client has passed it may not pledge the goods or to any third party any right thereto otherwise than under the normal course of business which the patient is required in case of sale on credit, its customers a retention of title on the basis of the provisions of Article.

Paragraph 5: Client undertakes claims which he obtains against his customers to any third party to assign or pledge and also undertakes claims referred, once the supplier has indicated the desire to do so, to its pledge in the manner specified in Art. 3: 239 BW as additional security for its claims on any grounds whatsoever against client.

Paragraph 6: If the client with the fulfillment of his obligations towards the supplier has good reason to fear that he will fail in these obligations, the supplier is entitled under the property delivered goods to take back. After recovery the client is credited for the market value, which in no case will exceed the original purchase price less the cost of repossession cases.

Article 10 Payment

Paragraph 1: Unless otherwise agreed and subject to the following paragraph shall be net payments to the supplier within 15 days of invoice date, which period is a statutory limit has.

Paragraph 2: Unless otherwise agreed, all payments, however made, by the client in the first place to reduce the costs, then deducting the interest due and finally to reduce the principal amount of the unpaid invoices.

Paragraph 3: The supplier is entitled at any time before delivery, or delivery to continue, in their judgment sufficiently in advance or security for the fulfillment of the commitments of client demand, the supplier shall be entitled to suspend further deliveries if client does not meet this desire, in case a fixed delivery time is agreed, without prejudice to the supplier's right to claim compensation for late or non-execution of the agreement.

Paragraph 4: If the client within the agreed term of payment he is legally in default and the supplier without any notice entitled him from the unpaid invoice or invoices interest to charge the amount of 2% above the statutory rate with a minimum rate of 12% per annum over the invoice amount.

Paragraph 5: All the supplier to make extrajudicial collection costs are borne by the customer and are calculated in proportion to the amount outstanding in the manner indicated below, except that this minimum € 70, =, respectively. The extrajudicial costs are calculated on the principal amount to be recovered as follows:

over the first € 3,000 15%

over the excess up to € 6,000 10%

over the excess up to € 15,000 8%

over the excess up to € 60,000 5%

on the excess above € 60,000 3%

Paragraph 6: If the client is in default, from that moment when all vendor client receivables due immediately.

Article 11 Liability

Paragraph 1: Except for gross negligence or intent of the client or management employees of the supplier, the supplier is not liable for costs, damages or interests which arise from acts or negligence of the aforementioned persons or other employees of suppliers or persons by supplier implementing the agreement.

Clause 2: Any Supplier's liability for loss or other indirect damages are expressly excluded.

Article 12 Designs, models, etc.

Clause 1: All drawings, sketches, diagrams, samples, models, tools, etc. which supplier used remain even if they are available to the client be made mentally and / or physical property of the supplier and may therefore, without the prior written consent of the Supplier for no other purpose than execution of the agreement between supplier and client use.

Paragraph 2: Customer shall indemnify the Supplier against claims by third parties with respect to in the preceding paragraph goods originate from the client regarding intellectual property rights.

Article 13 Disputes / applicable law

Clause 1: All agreements to which all or part of these conditions apply, subject to Dutch law.

Paragraph 2: Disputes between consultant or supplier and the customer or client will participate in the subdistrict in the district where JAMIEPRO BV is located for approval. The verdict here is final.

Paragraph 3: Unless otherwise expressly agreed in writing supersedes all legal claims to which these conditions lead client through the course of a year after the delivery date.