General Terms and Conditions of the limited liability corporation

 

General Terms and Conditions of the limited liability corporation
KCI Publishing b.v.
based in Zutphen, The Netherlands

 

1.1 All offers, quotations, contracts and agreements of KCI Publishing b.v. and its affiliates
 (hereinafter known as KCI) are subject to these general terms and conditions.

 

1.2 These general terms and conditions apply to all offers, estimates, quotations, contracts and agreements, including, but not limited to:

 

 

1.3 Any modification of these general terms and conditions must be confirmed and agreed to by KCI in writing.

 

1.4 By entering a contract or agreement with KCI the customer is accepting these general terms and conditions. All terms and conditions stipulated by the customer shall have no effect. Only the general terms and conditions of KCI are applicable.

 

1.5 KCI, its shareholders, management, and all other employees, accept no liability which may arise from the use of information mentioned in the products of KCI.  KCI advises customers to use such information in conjunction with other sources at the sole discretion and responsibility of the customer.

 

QUOTATIONS

1.6 No orders placed in response to KCI quotations will be binding unless first accepted in writing by KCI.

 

1.7 All matters concerning, but not limited to: number of issues, format, publication frequency, printing processes, scope and nature of directories, number of subscriptions and circulation statistics, weights, scope by number, expositions and visitors to such events,  are conducted on a best efforts basis by KCI, but are not binding.

 

1.8 KCI is free to modify tariffs at its sole discretion. The tariffs and / or prices applicable at the time of the execution of the agreement by KCI are governing.

 

1.9 In case of an increase in the price after the agreement, but before its execution, the customer has the right to dissolve the agreement by sending a registered letter three (3) working days after receipt of notification by KCI of the increase of the tariff and or price.  The customer is liable for any expense incurred on its behalf by KCI in accordance with the original agreement, prior to receipt of notification as mentioned above, which KCI may have carried out on the basis of the initial agreement.

 

1.10 All prices are exclusive of applicable value added taxes unless explicitly otherwise mentioned in writing. KCI shall pass on any authorized change or modification of value added tariffs to the customer.

 

PAYMENT

1.11 Invoices of KCI shall be due and payable without discount or modification within thirty (30) days of the invoice date, unless explicitly otherwise mentioned in writing.

 

1.12 In case invoices are not paid on time the principal is in default.   A formal default notice is not required. Written or orally agreed “terms of payment” may be modified or withdrawn by KCI at any time.

 

1.13 The invoice amount is subject to a 2% credit surcharge. The credit surcharge is included in the initial invoice, but may be deducted upon payment within 30 days of the total net invoice amount. The customer is subject to interest charges on unpaid obligations in excess of net thirty (30) days at a rate of 1% per month.

 

1.14 Payments in default as previously defined are subject to all applicable enforcement and legal costs as well as any and all applicable third party collection costs which shall be the sole expense of the customer. Third party or collection agency costs may amount to at least 15% of the invoice amount with a minimum of € 250, =.

 

1.15 KCI reserves the right, both before and after the execution of the agreement, to request security for payment in advance.  In these circumstances the execution of the agreement by KCI may be delayed, until certainty is provided and or the payment in advance has been received by KCI.  KCI reserves the right to require compliance, damage compensation, and the right to cancel the agreement without judicial intervention, without KCI being liable for damage compensation.

 

1.16 In case of default, or in case the customer requests suspension of payment, notice of its bankruptcy is required or upon notice that some component of its property is otherwise encumbered, or in the case the customer enters formal legal liquidation, with the payment obligation outstanding, KCI is entitled to suspend or cancel its contractual obligations in whole or in part without legal proceedings, but reserves its right to compliance, damage compensation, without KCI being liable for damage compensation.

 

1.17 Authorship and publishing rights of all information provided by or to KCI are reserved by KCI. The author transfers the full and free copyrights to KCI of the complete scope of work, which transfer KCI accepts. This provision further applies to illustrations in the widest sense of the word. KCI may shorten articles, change it formats, add or merge information, and distribute it in the widest sense of the word.

 

1.18. No copies of the information or the information formats or means of delivery can be made without written consent of KCI. Such information may not be made public by means of publishing, photocopy, microfilm, picture plate, CD-Rom, floppy, zip, Internet, call center, magnetic disk, accessible system, electronic, mechanical or any other means of distribution. This stipulation encompasses whole or / or partial versions. Due care will be exercised in instances involving legislation regarding royalty payments.

 

FORCE MAJEURE

1.19. In case of force majeure, both of permanent or temporary nature, KCI has the right to entirely or partially or temporarily cancel the agreement without KCI being liable for damage compensation.

Conditions of force majeure include, but are not limited exclusively to, infectious diseases; threat of war; war; terrorism and terrorist acts; vandalism; riots; strikes; boycotts; disruption in the movement or transport or materials, goods and services; measures by the government; shortages of raw materials; natural disasters; fire; atomic or nuclear events; equipment failures; and moreover all circumstances, which, singly or in combination, may affect whole or partial compliance with the agreement by KCI.

 

LIABILITY AND PUBLICITY

1.20. Liability of KCI, and of the staff members of KCI, and of persons for whom KCI is liable or responsible, for direct or indirect damage, is in all cases limited to the amount of the invoice for that part of the agreement for which liability may demonstrated.

 

1.21. Objections to the agreement should be addressed in writing before execution of the agreement but at maximum eight (8) days after the agreement date.

 

1.22. Objections to the execution of the agreement should be addressed in writing as soon as possible but at maximum eight (8) days after the agreement date.
 
1.23. The customer holds KCI harmless from all liability claims from third parties.

DISPUTES AND GOVERNING LAW

1.24 Dutch law will be applicable to all disputes concerning KCI agreements.  Excepted are disputes which fall under the jurisdiction of the cantonal judge in Zutphen, The Netherlands.