Broadcast Partners’ web store terms and conditions

Table of contents

General Provisions. 2

Article 1 – Definitions. 2
Article 2 – Identity of Broadcast Partners. 3
Article 3 – Applicability. 3
Article 4 – The offer. 4
Article 5 – The Agreement 4
Article 6 – The Price. 5
Article 7 – Performance of agreement and (additional) warranty. 5
Article 8 – Delivery and execution. 6
Article 9 – Maintenance. 7
Article 10 – Complaint Procedure. 7
Article 11 – Bankruptcy, disposition, etc. 7
Article 12 – Disputes. 8
Consumer Provisions. 8
Article 13 – Right of withdrawal 8
Article 14 – Obligations of the Consumer during the Reflection Period. 9
Article 15 – Exercise of the Right of Withdrawal by the Consumer and costs thereof. 9
Article 16 – Obligations of Broadcast Partners upon revocation. 10
Article 17 – Exclusion of Right of Withdrawal 10
Article 18 – Duration transactions: duration, termination and renewal. 11
Article 19 – Payment. 11
Article 20 – Additional or different provisions. 12
Provisions for Business Contractors. 12
Article 21 – The price and payment. 12
Article 22 – Retention of title. 13
Article 23 – Cancellation, suspension. 14
Article 24 – cancellation of the Distance Contract after a product has been delivered. 14
Article 25 – Complaint Investigation. 15
Article 26 – Force majeure 15
Article 27 – Liability. 16
Appendix I – Model withdrawal form. 18

General Provisions

Article 1 – Definitions.

1. Capitalized terms used in this Agreement, such as those defined below, shall have the meanings given to them therein. A defined term has the same meaning in the plural as it does in the singular, just as it does vice versa, unless otherwise apparent from the context in which a defined term is used.
2. In these terms and conditions, the following definitions shall apply:
3. Ancillary Contract means a contract under which the Customer acquires products, Digital Content and/or services in connection with a Distance Contract and these items, Digital Content and/or services are provided by Broadcast Partners or by a third party based on an arrangement between that third party and Broadcast Partners;
4. Reflection Period: the period within which the Consumer can exercise his Right of Withdrawal;
5. Broadcast Partners: the legal entity offering products, (access to) Digital Content and/or services remotely to Customer;
6. Consumer: the natural person not acting for purposes related to his trade, business, craft or profession;
7. Day: calendar day;
8. Digital content: data produced and delivered in digital form;
9. Contract for an indefinite period of time: an agreement that involves the regular delivery of goods, Digital Content and/or services for a specified period of time;
10. Durable data medium: any device – including e-mail – that enables the Client or Broadcast Partners to store information addressed personally to it in a way that permits future consultation or use for a period of time appropriate to the purpose for which the information is intended, and that permits unaltered reproduction of the stored information;
11. Right of Withdrawal: the Consumer’s ability to waive the Distance Contract within the Reflection Period;
12. Customer: Consumer or Business Contractor who enters into the Distance Contract with Broadcast Partners
13. Model withdrawal form: the European model withdrawal form included in Annex I of these terms and conditions. Annex I need not be made available if the Consumer does not have a Right of Withdrawal in respect of his order;
14. Remote Agreement: a contract concluded between Broadcast Partners and Customer within the framework of an organized system for distance selling of products, Digital Content and/or services, whereby, up to and including the conclusion of the contract, exclusive or joint use is made of one or more techniques for distance communication. Technology for distance communication is understood to mean a means that can be used for the conclusion of a contract, without the Customer and Broadcast Partners having to be together in the same room at the same time;
15. Business Contractor: the natural or legal person acting for purposes related to its trade, business, craft or profession. A natural or legal person who finances his activities on behalf of which he enters into a Distance Contract to a limited extent from business income, such as advertising revenue, qualifies as a Business Contractor;

Article 2 – Identity of Broadcast Partners

Broadcast Technology B.V., trading as “Broadcast Partners

Branch & visiting address:
Axelsestraat 58
4537 AL Terneuzen, The Netherlands

Phone number Netherlands: (+31) (0)115 683555
Reachability: during office hours
E-mail: via verkoop@broadcastpartners.nl

Chamber of Commerce number: 75484560
VAT identification number Netherlands: NL8602.98.966.B.01

Article 3 – Applicability.

1. These Terms and Conditions apply to any offer made by Broadcast Partners and to any distance contract established between Broadcast Partners and the Customer.
2. Before the Remote Agreement is concluded, the text of these general terms and conditions shall be made available to the Customer. If this is not reasonably possible, Broadcast Partners will, prior to the conclusion of the Distance Contract, indicate the manner in which these General Terms and Conditions can be inspected at Broadcast Partners and that they will be sent to the Customer free of charge as soon as possible upon request.
3. If the Distance Contract is concluded electronically, notwithstanding the previous paragraph and before the Distance Contract is concluded, the text of these General Terms and Conditions may be made available to the Customer electronically in such a way that it can be easily stored by the Customer on a Durable Data Carrier. If this is not reasonably possible, prior to the conclusion of the Distance Contract, it will be indicated where these general terms and conditions can be viewed electronically and that they will be sent electronically or otherwise free of charge at the Customer’s request.
4. In the event that specific product or service conditions apply in addition to these general terms and conditions, the second and third paragraphs apply mutatis mutandis, and in the event of conflicting conditions, the Consumer may always rely on the applicable provision that is most favorable to him.
5. For these General Terms and Conditions, the ‘General Provisions’ apply with respect to each Customer, except to the extent that the wording of (part of) a provision indicates that (part of) a provision applies specifically to the Consumer or to the Business Contractor, in which case that is also the case, that the “Consumer Provisions” apply with respect to the Consumer, to the exclusion of the Business Contractor, and that the “Business Contractor Provisions” apply with respect to the Business Contractor, to the exclusion of the Consumer.
6. If, and to the extent that, a provision in the “Consumer Provisions” and the “General Provisions” differ on the same subject matter, the relevant provision in the “Consumer Provisions” shall prevail. If, and to the extent that, a provision in the ‘Business Contractor Provisions’ and the ‘General Provisions’ on the same subject matter differ, the relevant provision in the ‘Business Contractor Provisions’ shall prevail.
7. Should it be established that any provision of these general terms and conditions or the agreement of which these general terms and conditions form a part is (partially) non-binding, the other provisions will remain in full force and the Parties will consult with each other to provide for the subject matter of the provision that is (partially) non-binding. The parties will then enter into an arrangement that is as close as possible to the content and intent of the (partially) non-binding provision.

Article 4 – The offer

1. Any offer made by Broadcast Partners is effective for the term specified therein. An offer that does not specify a validity period is non-binding. In the case of a non-binding offer, Broadcast Partners has the right to revoke this offer no later than 2 business days after receipt of acceptance.
2. If an offer has a limited period of validity or is made subject to conditions, this shall be expressly stated in the offer.
3. The offer contains a complete and accurate description of the products, Digital content and/or services offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Customer. If Broadcast Partners uses images, these are intended to be a true representation of the products offered. Obvious mistakes or obvious errors in the offer do not bind Broadcast Partners.
4. Models and examples of the documents shown and/or provided, statements of functionalities, capacities, dimensions as well as other descriptions in brochures, promotional materials and/or on the website of Broadcast Partners are as accurate as possible, but are for indicative purposes only. The Customer cannot derive any rights from this.
5. Provided models and samples remain the property of Broadcast Partners and must be returned to Broadcast Partners upon first request at the Customer’s expense.
6. Each offer contains such information that it is clear to the Customer what the rights and obligations are, which are attached to the acceptance of the offer.

Article 5 – The Agreement

1. The Distance Contract, subject to the provisions of paragraph 4, is established at the time of acceptance by the Customer of the offer and the fulfillment of the conditions set forth therein.
2. If the Customer has accepted the offer electronically, Broadcast Partners will promptly confirm receipt of acceptance of the offer electronically. Until receipt of this acceptance has not been confirmed to the Consumer by Broadcast Partners, the Consumer may rescind the Distance Contract.
3. If the contract is concluded electronically, Broadcast Partners will take appropriate technical and organizational measures to secure the electronic transmission of data and will provide a secure web environment. If the Customer can pay electronically, Broadcast Partners will take appropriate security measures for this purpose.
4. Broadcast Partners may – within legal frameworks – inform itself about the Customer’s ability to fulfill his payment obligations, as well as about all those facts and factors that are important for a responsible conclusion of the Distance Contract. If Broadcast Partners has good grounds, based on this investigation, not to enter into the Distance Contract, it has the right to refuse an order or application, or to attach special conditions to the execution, giving reasons.
5. Broadcast Partners will include the following information, in writing or in such a way that it can be stored by the Customer in an accessible manner on a Durable Data Carrier, no later than upon delivery of the product, Digital Content or service or to the Customer:
   1. The visiting address of the Broadcast Partners branch office to which the Customer can address complaints;
   2. the conditions under which and the manner in which the Consumer may exercise the Right of Withdrawal, or a clear notice regarding the exclusion of the Right of Withdrawal;
   3. the information on warranties and existing after-purchase service;
   4. the price including all taxes of the product, Digital Content or service; where applicable, the cost of delivery; and the method of payment, delivery or performance of the Remote Agreement;
   5. the requirements for terminating the Distance Contract if it has a duration of more than one year or is of indefinite duration;
   6. if the Consumer has a Right of Withdrawal, the Model Withdrawal Form.
6. In the case of a duration transaction, the provisions of the previous paragraph shall apply only to the first delivery.

Article 6 – The price

1. During the validity period stated in the offer, the prices of the products and/or services offered will not be increased, except for price changes due to changes in VAT rates or other government-imposed levies.
2. Notwithstanding the previous paragraph, Broadcast Partners may offer products or services whose prices are subject to fluctuations in the financial market and over which Broadcast Partners has no control, with variable prices. This bond to fluctuations and the fact that any prices quoted are target prices are stated with the offer.
3. Price increases within three months of the conclusion of the agreement are permitted only if they result from legal regulations or provisions.
4. Price increases from three months after the conclusion of the contract are permitted only if Broadcast Partners has stipulated it and:
   1. they are the result of statutory regulations or provisions; or
   2. the Consumer has the authority to terminate the agreement as of the Day on which the price increase takes effect.
5. A composite offer does not obligate Broadcast Partners to supply part of the offered performance at a corresponding part of the price or rate.
6. If the offer is based on information provided by the Customer, and this information turns out to be incorrect or incomplete, or changes afterwards, Broadcast Partners has the right to adjust the prices, rates and/or terms of delivery.
7. The offer, prices and/or rates do not automatically apply to repeat or follow-up orders.
8. For perpetual agreements, the agreed fee is indexed each year on January 1 based on the consumer price index all households (CPI). The modified prices shall be calculated according to the formula: the modified price shall be equal to the price in effect on the modification date, multiplied by the index figure of the calendar month which is four calendar months prior to the calendar month in which the price is modified, divided by the index figure of the calendar month which is sixteen (16) months prior to the calendar month in which the price is modified. The annual indexation of the fee is never less than +1%.

Article 7 – Compliance with the agreement and (additional) warranty

1. Broadcast Partners guarantees that the products, Digital Content and/or services comply with the contract, the specifications mentioned in the offer, the reasonable requirements of soundness and/or usability and the existing legal provisions and/or government regulations on the date of the conclusion of the contract. If agreed upon, Broadcast Partners also warrants that the product is suitable for other than normal use.
2. An additional warranty provided by Broadcast Partners, its supplier, manufacturer or importer shall never limit the legal rights and claims that the Consumer may assert against Broadcast Partners on the basis of the Contract if Broadcast Partners has failed to fulfill its part of the Contract.
3. Additional warranty means any undertaking by Broadcast Partners, its supplier, importer or manufacturer in which it grants the Customer certain rights or claims beyond what it is legally obliged to do in the event that it has failed to fulfill its part of the contract.
4. If the products, Digital Content and/or services supplied by Broadcast Partners are covered by an (additional) warranty issued by the manufacturer or supplier thereof, it is the Customer’s responsibility to invoke that (additional) warranty against the manufacturer or supplier, whereby Broadcast Partners will make every effort to assist the Customer in making a successful claim under that (additional) warranty.
5. If the purpose/destination for which the Customer wishes to process, handle or use the products, Digital Content and/or services differs from the usual purpose/destination of such products, Digital Content and/or services, Broadcast Partners only guarantees that such products, Digital Content and/or services are suitable for such purpose/destination if it has confirmed this to the Customer in writing.
6. No claim under the warranty is possible as long as the Customer has not yet paid the price agreed for the products, Digital Content and/or services and/or the fee agreed for the work.
7. In case of a justified appeal to the warranty towards Broadcast Partners, Broadcast Partners will – at her choice – take care of repair or replacement of the products and/or Digital Content free of charge, the correct performance of the services or a refund or discount on the agreed price. If there is any additional damage, the provisions of the liability article contained in these general terms and conditions shall apply.

Article 8 – Delivery and execution

1. Broadcast Partners will take the utmost care in receiving and fulfilling orders for products and in evaluating requests for the provision of services.
2. The place of delivery is the address that the Customer has made known to Broadcast Partners, unless otherwise agreed upon.
3. Subject to what is stated in these General Terms and Conditions, Broadcast Partners will execute accepted orders expeditiously but at the latest within 30 Days, unless another delivery period has been agreed upon.

• For the Consumer, if the delivery is delayed, or if an order cannot or can only be partially carried out, the Consumer will be informed about this at the latest 30 Days after he has placed the order. In this case, the Consumer has the right to dissolve the contract without cost. Following such dissolution, Broadcast Partners will promptly refund the amount paid by the Consumer.
• For the Business Contractor, if Broadcast Partners fails to deliver the agreed performance or fails to do so in a timely manner, she must be given written notice of default, whereby she must be granted a reasonable period of time to still fulfill her delivery obligations, before the Business Contractor is entitled to terminate the contract.

4. The risk of damage and/or loss of products rests with Broadcast Partners until the moment of delivery to the Customer or a representative designated in advance and made known to Broadcast Partners, unless expressly agreed otherwise.

Article 9 – Maintenance

1. If a maintenance agreement has been concluded between the parties for the delivered products, Digital Content and/or services, the Customer will report any defects, malfunctions, etc. to Broadcast Partners in accordance with the procedures included herein or the usual procedures of Broadcast Partners. Upon receipt of a report, Broadcast Partners will, to the best of its ability, repair defects or remedy failures.
2. In case the parties have agreed on a periodic fee for the maintenance agreement, repair will be done free of charge. However, Broadcast Partners may charge the cost of the (repair) work separately in case of user errors by the Customer, other causes not attributable to Broadcast Partners, or if the products or Digital Content or the result of the provided services have been or are modified or maintained by others than Broadcast Partners.

Article 10 – Complaints procedure

1. Complaints regarding the delivered goods must be reported to Broadcast Partners in writing immediately after discovery – but at the latest within the agreed warranty period. All consequences of not reporting immediately are at the Customer’s risk. If no explicit warranty period has been agreed upon, a period of 2 months after delivery shall apply.
2. With priority over the provisions of the preceding paragraph, the Business Contractor is required to check the delivered products immediately upon receipt and report any visible defects, errors, imperfections, defects, damages and/or deviations from what the parties have agreed upon in writing to Broadcast Partners within 24 hours of receipt of the products.
3. All complaints regarding services provided, must be reported in writing to Broadcast Partners immediately after discovery, but no later than two months after delivery of the work and/or services. All consequences of not reporting immediately are at the Customer’s risk.
4. If a complaint has not been reported to Broadcast Partners within the periods specified in the preceding paragraphs, the items are deemed to have been received in good condition and to comply with the contract, and the services provided are deemed to have been performed or delivered in accordance with the contract.
5. The Customer must allow Broadcast Partners to investigate the complaint and, in this context, provide Broadcast Partners with all information relevant to the complaint.
6. No complaints are possible about items that have changed in nature and/or composition or have been fully or partially processed after receipt by the Customer.

Article 11 – Bankruptcy, disposition, etc.

1. Broadcast Partners always has the right to terminate the contract without further notice of default by written notice to the Customer at the time the Customer:
2. (a) is declared bankrupt or has filed for bankruptcy;
3. (b) applies for (provisional) suspension of payments;
4. (c) is affected by foreclosure;
5. (d) is placed under guardianship or administration;
6. (e) otherwise loses the power of disposal or legal capacity with respect to his assets or parts thereof.
7. The Customer must always inform the trustee or administrator of the (contents of the) agreement and these general terms and conditions.

Article 12 – Disputes.

1. Contracts between Broadcast Partners and the Customer to which these Terms and Conditions apply are governed by Dutch law, to the exclusion of the Vienna Sales Convention (CISG). Notwithstanding this choice of law, the Consumer is entitled to the protection afforded to him by the mandatory law of his country of residence.
2. Any disputes with respect to the Agreement to which these General Terms and Conditions relate shall in the first instance be submitted to and adjudicated by the competent court in Amsterdam, the Netherlands, whereby it applies to the Consumer that to the extent that such a dispute arises from the standards of consumer protection the Consumer may, at its option, submit that dispute either to the competent court in Amsterdam, the Netherlands, or to the competent court in the EU country where the Consumer resides. Broadcast Partners always reserves the right to submit any dispute regarding the contract to which these General Terms and Conditions relate to the competent court in the place where the Customer is located or resides.

Provisions for Consumers

Article 13 – Right of withdrawal

For products:

1. The Consumer may dissolve an agreement relating to the purchase of a product during a Reflection Period of 14 Days without giving reasons. Broadcast Partners may ask the Consumer for the reason for withdrawal, but may not require the Consumer to provide its reason(s).
2. The Reflection Period mentioned in paragraph 1 starts on the Day after the Consumer, or a third party designated in advance by the Consumer, who is not the carrier, received the product, or:
   1. if the Consumer ordered multiple products in the same order: the Day on which the Consumer, or a third party designated by the Consumer, received the last product. Broadcast Partners may, provided it has clearly informed the Consumer of this prior to the ordering process, refuse an order of multiple products with different delivery times.
   2. if the delivery of a product consists of several shipments or parts: the Day on which the Consumer, or a third party designated by him, received the last shipment or part;
   3. for agreements for regular delivery of products during a specified period: the Day on which the Consumer, or a third party designated by him, received the first product.

For services and Digital Content not delivered on a tangible medium:

3. The Consumer may dissolve a service agreement and an agreement for delivery of Digital Content not delivered on a material carrier for 14 Days without giving reasons. Broadcast Partners may ask the Consumer for the reason for withdrawal, but may not require the Consumer to provide its reason(s).
4. The Reflection Period mentioned in paragraph 3 starts on the Day following the conclusion of the agreement.

Extended Withdrawal Period for products, services and Digital Content not delivered on a tangible medium in case of failure to inform about Right of Withdrawal:

5. If Broadcast Partners has not provided the Consumer with the legally required information on the Right of Withdrawal or the Model Form for Withdrawal, the Withdrawal Period will expire twelve months after the end of the original Withdrawal Period determined in accordance with the previous paragraphs of this article.
6. If Broadcast Partners has provided the information referred to in the preceding paragraph to the Consumer within 12 months from the effective date of the original Refund Period, the Refund Period expires 14 Days after the Day on which the Consumer received that information.

Article 14 – Obligations of the Consumer during the Reflection Period

1. During the Reflection Period, the Consumer will handle the product and its packaging with care. He shall unpack or use the product only to the extent necessary to establish the nature, characteristics and operation of the product. The premise here is that the Consumer may only handle and inspect the product as he would be permitted to do in a retail store.
2. The Consumer shall only be liable for diminished value of the product resulting from a manner of handling the product beyond that permitted in paragraph 1.
3. The Consumer is not liable for depreciation of the product if Broadcast Partners did not provide him with all legally required information on the Right of Withdrawal before or at the conclusion of the contract.

Article 15 – Exercise of the Right of Withdrawal by the Consumer and costs thereof

1. If the Consumer exercises his Right of Withdrawal, he shall notify Broadcast Partners within the Withdrawal Period by means of the Model Withdrawal Form or by other unambiguous means.
2. As soon as possible, but within 14 Days from the Day following the notification referred to in paragraph 1, the Consumer returns the product, or hands it to (an authorized representative of) Broadcast Partners. This is not required if Broadcast Partners has offered to pick up the product itself. The Consumer has complied with the return period in any case if he returns the product before the Reflection Period has expired.
3. The Consumer will return the product with all delivered accessories, if reasonably possible in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by Broadcast Partners.
4. The risk and burden of proof for the correct and timely exercise of the Right of Withdrawal lies with the Consumer.
5. The Consumer shall bear the direct cost of returning the product. If Broadcast Partners has not notified the Consumer that the Consumer must bear these costs or if Broadcast Partners indicates that it will bear the costs itself, the Consumer does not have to bear the cost of return shipment.
6. If the Consumer revokes after having first expressly requested that the provision of the service begin during the Reflection Period, the Consumer shall owe Broadcast Partners an amount proportional to that part of the commitment fulfilled by Broadcast Partners at the time of revocation, compared to the full fulfillment of the commitment.
7. The Consumer bears no cost for the performance of services if:
   1. Broadcast Partners failed to provide the Consumer with the legally required information on the Right of Withdrawal, cost reimbursement for withdrawal or the Model withdrawal form; or
   2. the Consumer has not expressly requested the commencement of performance of the service during the Reflection Period.
8. The Consumer bears no cost for the delivery of all or part of Digital Content not delivered on a tangible medium if:
   1. he has not expressly agreed, prior to its delivery, to begin performance of the contract before the end of the Reflection Period;
   2. he has not acknowledged losing his Right of Withdrawal when giving his consent; or
   3. Broadcast Partners failed to confirm this statement by the Consumer.
9. If the Consumer exercises his Right of Withdrawal, all Ancillary Agreements are terminated by operation of law.

Article 16 – Obligations of Broadcast Partners in the event of withdrawal

1. If Broadcast Partners enables the notification of withdrawal by the Consumer by electronic means, it will send a confirmation of receipt without delay upon receipt of such notification.
2. Broadcast Partners will refund all payments made by the Consumer, including any delivery costs charged by Broadcast Partners for the returned product, promptly but within 14 Days following the Day on which the Consumer notifies Broadcast Partners of the withdrawal. Unless Broadcast Partners offers to pick up the product itself, it may wait to refund until it has received the product or until the Consumer demonstrates that he has returned the product, whichever is earlier.
3. Broadcast Partners will use the same means of payment used by the Consumer for reimbursement, unless the Consumer agrees to another method. The refund is free of charge to the Consumer.
4. If the Consumer has chosen a more expensive method of delivery than the least expensive standard delivery, Broadcast Partners is not required to refund the additional cost for the more expensive method.

Article 17 – Exclusion of Right of Withdrawal.

Broadcast Partners may exclude the following products and services from the Right of Withdrawal, but only if Broadcast Partners has clearly stated so in the offer, or at least in good time before the conclusion of the Distance Contract:

1. Products or services whose price is subject to fluctuations in the financial market over which Broadcast Partners has no control and which may occur within the withdrawal period;
2. Service agreements, after full performance of the service, but only if:
   1. Performance has begun with the Consumer’s express prior consent; and
   2. the Consumer has stated that he loses his Right of Withdrawal once Broadcast Partners has fully performed the Distance Contract;
3. Products manufactured according to Consumer specifications, which are not prefabricated and which are manufactured on the basis of an individual choice or decision of the Consumer, or which are clearly intended for a specific person;
4. Products that after delivery are by their nature irrevocably mixed with other products;
5. Sealed audio, video recordings and computer software, the seal of which has been broken after delivery;
6. The delivery of Digital Content other than on a tangible medium, but only if:
   1. Performance has begun with the Consumer’s express prior consent; and
   2. the Consumer has stated that he thereby loses his Right of Withdrawal.

Article 18 – Duration transactions: duration, termination and renewal

Termination:

1. The Consumer may terminate an agreement entered into for an indefinite period of time, which extends to the regular delivery of products or services, at any time, subject to agreed termination rules and a notice period not exceeding one month.
2. The Consumer may terminate an agreement that has been entered into for a definite term and that extends to the regular delivery of products or services, at any time towards the end of the definite term, subject to agreed termination rules and a notice period of one month.
3. The Consumer may enter into the agreements mentioned in the previous paragraphs:
   1. cancel at any time and not be limited to cancellation at a particular time or period;
   2. terminate at least in the same manner as they were entered into by him;
   3. always terminate with the same notice as Broadcast Partners has stipulated for itself.

Extension:

4. An agreement entered into for a definite period of time, which extends to the regular delivery of products, Digital Content or services, may not be tacitly extended or renewed for a definite period of time.
5. A fixed-term contract that has been entered into for the regular delivery of products or services may be tacitly renewed for an indefinite period of time only if the Consumer may terminate at any time with a notice period not exceeding one month.

Duration:

6. If a contract has a duration of more than one year, after one year the Consumer may terminate the contract at any time with a notice period not exceeding one month, unless reasonableness and fairness oppose termination before the end of the agreed duration.

Article 19 – Payment

1. Unless otherwise provided in the agreement or additional conditions, the amounts owed by the Consumer must be paid within 14 Days after the start of the Reflection Period, or in the absence of a Reflection Period within 14 Days after the conclusion of the agreement. In the case of an agreement to provide a service, this period begins on the Day after the Consumer receives the confirmation of the agreement.
2. When selling products to Consumers, general terms and conditions may never require the Consumer to pay more than 50% in advance. Where advance payment has been stipulated, the Consumer may not assert any rights regarding the execution of the relevant order or service(s) before the stipulated advance payment has been made.
3. The Consumer has a duty to promptly report inaccuracies in payment information provided or stated to Broadcast Partners.
4. If the Consumer does not timely fulfill his payment obligation(s), the Consumer, after being notified by Broadcast Partners of the late payment and after Broadcast Partners has given the Consumer a period of 14 Days to fulfill his payment obligations, after the lack of payment within this 14-Day period, will owe the legal interest on the outstanding amount and Broadcast Partners has the right to charge the Customer for any extra-judicial collection costs incurred. These collection costs shall not exceed: 15% on outstanding amounts up to € 2,500; 10% on the following € 2,500 and 5% on the following € 5,000 with a minimum of € 40. Broadcast Partners may deviate from said amounts and percentages for the benefit of the Consumer.

Article 20 – Additional or different provisions

Additional or different provisions from these general terms and conditions may not be to the detriment of the Consumer and must be recorded in writing or in such a way that they can be stored by the Consumer in an accessible manner on a Durable Data Carrier.

Provisions for Business Contractors

Article 21 – The price and payment

1. The prices and rates mentioned in an offer, price or rate list are exclusive of VAT and other levies imposed or to be imposed by the government and exclusive of any costs, such as shipping costs, travel costs, administration costs and invoices of third parties engaged, unless otherwise stated.
2. Unless otherwise provided in the agreement or additional terms and conditions, the amounts owed by the Business Contractor shall be paid within the payment period stated in the invoice; should the invoice not state a payment period, a payment period of 14 days after the invoice date shall apply, failing which the Business Contractor shall be in default by operation of law. Thereby, the correctness of an invoice is established if the Business Contractor has not objected within this payment period.
3. If an invoice has not been paid in full after the expiration of the period referred to in the preceding paragraph or no direct debit has been able to take place, the Business Contractor shall owe Broadcast Partners the legal trade delay interest from the date of default. Portions of a month are counted as full months for this purpose.
4. If payment is still (partly) lacking after a reminder by Broadcast Partners, Broadcast Partners also has the right to charge the Business Contractor with extrajudicial collection costs amounting to 15% of the outstanding principal amount, with a minimum of € 150,00. If Broadcast Partners, after a notice to that effect, initiates legal proceedings to recover what the Business Contractor owes because of the contract and the court grants Broadcast Partners’ claim regarding the principal sum (for the most part), then the Business Contractor shall, in addition to the principal sum due, interest and extrajudicial collection costs, also be required to reimburse all actual legal costs (therefore not only the so-called liquidated costs) associated with the relevant proceedings.
5. If payment is not made in full by the Business Contractor, Broadcast Partners has the right, without further notice of default, to dissolve the contract by written notice or to suspend its obligations under the contract, until such time as the Business Contractor has paid or provided proper security for payment. The aforementioned right of suspension is also available to Broadcast Partners if, even before the Business Contractor is in default of payment, Broadcast Partners has legitimate reasons to doubt the creditworthiness of the Business Contractor.
6. Payments made by the Business Contractor shall be deducted by Broadcast Partners first from all interest and costs due and then from the longest outstanding payable invoices.
7. The Business Contractor shall not be entitled to suspend any payment and may not set off Broadcast Partners’ claims against any counterclaims it may have or purport to have against Broadcast Partners. This also applies if the Business Contractor applies for (provisional) suspension of payment or is declared bankrupt.
8. If a continuing performance contract involves a failure to pay in full, Broadcast Partners will give the Business Contractor written notice of default, granting the Business Contractor a reasonable period of time in which to make payment. If payment is again not made after this reasonable period and the delay in payment is two months or more, Broadcast Partners has the right, after notification of this to the Business Contractor, to suspend its services until full payment has been made or adequate security has been provided for this, or to dissolve the contract by a written statement, without Broadcast Partners then being or could be liable to pay any compensation due to the consequences of exercising this right. All damages suffered by Broadcast Partners as a result as well as the cost of reconnection or reactivation of service shall be borne by the Business Contractor.

Article 22 – Retention of title

1. Broadcast Partners retains ownership of all products and Digital Content delivered and to be delivered pursuant to the contract until such time as the Business Contractor has fulfilled all payment obligations to Broadcast Partners.
2. The payment obligations referred to in the previous paragraph consist of payment of the purchase price of the products and/or Digital Content plus claims for work performed in connection with the delivery and claims due to the Business Contractor’s attributable failure to fulfill its obligations, such as claims to pay damages, extrajudicial collection costs, interest and any penalties.
3. As long as the delivered items are subject to retention of title, the Business Contractor may not pledge the products and/or Digital Content in any way or bring the items into the (de facto) control of a financier through pledging.
4. The Business Contractor must immediately notify Broadcast Partners in writing if third parties claim to have ownership or other rights to the products and/or Digital Content subject to a retention of title.
5. The Business Contractor must keep the products and/or Digital Content carefully and as identifiable property of Broadcast Partners for as long as they are subject to the retention of title.
6. The Business Contractor must arrange for business or contents insurance such that the products and/or Digital Content delivered under retention of title are co-insured at all times and shall provide Broadcast Partners with inspection of the insurance policy and related premium payment receipts upon first request.
7. If the Business Contractor acts contrary to the provisions of this article or Broadcast Partners invokes the retention of title, Broadcast Partners and its employees shall have the irrevocable right to enter the premises of the Business Contractor and take back the products and/or Digital Content delivered under retention of title. This is without prejudice to Broadcast Partners’ right to compensation for damages, lost profits and interest and the right to dissolve the contract without further notice of default, by written declaration.

Article 23 – Cancellation, suspension

1. If the Business Contractor wishes to terminate (i.e. cancel) the contract prior to or during its execution, he shall be liable to Broadcast Partners for damages to be determined by Broadcast Partners. Such compensation shall include all costs incurred by Broadcast Partners and its damages incurred by the termination including lost profits, any savings due to the termination may be deducted from such compensation. Broadcast Partners has the right to fix the compensation and – at its choice and depending on the work or deliveries already performed – charge the Business Contractor 20 to 50% of the agreed price.
2. The Business Contractor is liable to third parties for the consequences of the cancellation and indemnifies Broadcast Partners for any resulting claims by these third parties.
3. Broadcast Partners has the right to set off any amounts paid by the Business Contractor against any damages owed by the Business Contractor.
4. Upon suspension of the performance of the Contract at the request of the Business Contractor, the remuneration for all work performed and expenses incurred at that time shall be immediately due and payable and Broadcast Partners may charge them to the Business Contractor. Broadcast Partners may also charge the Business Contractor for all costs to be incurred or incurred during the suspension period as well as hours already reserved for the suspension period.
5. If the performance of the contract cannot be resumed after the agreed suspension period, Broadcast Partners has the right to dissolve the contract by a written statement to the Business Contractor. If the performance of the contract is resumed after the agreed suspension period, the Business Contractor must reimburse Broadcast Partners for any costs resulting from such resumption.

Article 24 – cancellation of the Distance Contract after a product has been delivered

1. The Business Contractor does not have the Right of Revocation. The Business Contractor can dissolve a contract relating to the purchase of a product within 14 Days after the Day on which the contract was made, without giving any reason, and then Broadcast Partners will take delivery of the returned product at the conditions mentioned in this article.
2. The period of 14 Days referred to in paragraph 1 starts on the Day after the Business Contractor, or a third party designated in advance by the Business Contractor, who is not the carrier, has received the Product, or:
   1. if the delivery of a product consists of several shipments or parts: the Day on which the Business Contractor, or a third party designated by him, received the last shipment or part;
   2. for agreements for regular delivery of products during a specified period: the Day on which the Business Contractor, or a third party designated by him, received the first product.
3. During the period of 14 Days mentioned in paragraph 1, the Business Contractor shall handle the product and its packaging with care. He shall unpack or use the product only to the extent necessary to establish the nature, characteristics and operation of the product. The premise here is that the Business Contractor may only handle and inspect the product as he would be permitted to do in a retail store. The Business Contractor shall be liable for any diminution in the value of the Product resulting from any handling of the Product beyond that so intended.
4. If the Business Contractor exercises his right to rescind the contract as referred to in paragraph 1, he shall notify Broadcast Partners in an unambiguous manner within the period of 14 Days referred to in paragraph 1.
5. As soon as possible, but within 14 Days from the Day following the Day the Business Contractor has exercised his right to cancel the contract, the Business Contractor shall return the product, or hand it over to (an authorized representative of) Broadcast Partners.
6. The Business Contractor shall return the product with all delivered accessories, if reasonably possible in original condition and packaging, and in accordance with the instructions provided by Broadcast Partners.
7. The risk and burden of proof for the proper and timely exercise of the right to rescind the agreement referred to in paragraph 1 lies with the Business Contractor.
8. If the Business Contractor exercises the right to terminate the agreement as referred to in paragraph 1, the Business Contractor shall bear the following costs:
9. The costs involved in delivering the Product to the Business Contractor;
10. The restocking fee, intended to cover part of the incurred handling costs of the cancelled contract and the returned product, in the amount of 25% of the product price provided that the product has been received back with all delivered accessories, to the extent reasonably possible in original condition and packaging, and in accordance with the reasonable and clear instructions provided by Broadcast Partners. If the product has not been so returned, with Broadcast Partners’ records being decisive in determining whether it has been so returned, Broadcast Partners is entitled to charge a higher percentage of the product price for restocking fees, at Broadcast Partners’ sole discretion; and
11. The costs involved in returning the product to Broadcast Partners.
12. Broadcast Partners will pay what the Business Contractor is owed on account of a contract terminated by him in accordance with the provisions of this article and returned product within 30 Days following the Day on which the product is received back by Broadcast Partners to an account specified by the Business Contractor.

Article 25 – Complaint investigation

1. If investigation of the complaint requires return shipment of the case, or if it is necessary for Broadcast Partners to come on site to investigate the complaint, this will take place at the expense of the Business Contractor, unless the complaint is subsequently found to be justified.

Article 26 – Force majeure

1. In case of force majeure on the part of the Business Contractor or Broadcast Partners, Broadcast Partners has the right to terminate the contract by written notice to the Business Contractor or to suspend the performance of its obligations to the Business Contractor for a reasonable period of time without being liable for any compensation.
2. For the purposes of these General Terms and Conditions, force majeure on the part of Broadcast Partners means: a non-attributable failure on the part of Broadcast Partners, third parties or suppliers hired by Broadcast Partners, or other serious reasons on the part of Broadcast Partners.
3. Circumstances that constitute force majeure on the part of Broadcast Partners include: war, riots, mobilization, domestic and foreign riots, government measures, pandemics, strikes within the organization of Broadcast Partners and/or of the Business Contractor or threat of such, etc. circumstances, disruption of exchange rates existing at the time of entering into the contract, business disruptions due to fire, burglary, sabotage, failure of electricity, internet or telephone connections, natural phenomena, (natural) disasters, pandemic etc. as well as transport difficulties and delivery problems caused by weather conditions, road blockades, accidents, import and export obstructing measures etc.
4. If the force majeure situation occurs when the contract has already been partially fulfilled, the Business Contractor must in any case fulfill his obligations to Broadcast Partners up to that time.

Article 27 – Liability

1. Beyond the results or quality requirements explicitly agreed upon or guaranteed by Broadcast Partners, Broadcast Partners is not liable for any damage resulting from any products, Digital Content and/or services provided by it.
2. Notwithstanding the provisions of the previous paragraph, Broadcast Partners is only liable for direct damages. Any liability of Broadcast Partners for consequential damages, such as loss of business, loss of profits and/or incurred losses and/or delay damages, is expressly excluded.
3. The Business Contractor must take all measures necessary to prevent or limit the damage.
4. If Broadcast Partners is liable for damages suffered by the Business Contractor, Broadcast Partners’ liability for compensation is always limited to a maximum of the amount paid by its insurer in the relevant case. If the insurer does not pay out or the damage is not covered by an insurance policy taken out by Broadcast Partners, Broadcast Partners’ liability for compensation is limited to a maximum amount equal to the amount that the Business Contractor owes Broadcast Partners on account of the delivered product, Digital Content or service, or the underlying term contract per year.
5. The Business Contractor must sue Broadcast Partners no later than 6 months after he has become aware or could have become aware of the damage suffered by him.
6. If Broadcast Partners must perform its work or deliveries based on documents provided by or on behalf of the Business Contractor, Broadcast Partners is not responsible for the content, accuracy and completeness of these documents.
7. If the Business Contractor provides materials and/or parts for further processing or assembly, Broadcast Partners is responsible for proper processing or assembly respectively, but not for the soundness of the materials or parts themselves.
8. Broadcast Partners shall never be liable for damage to the work resulting from work performed or supplies made by or on behalf of the Business Contractor.
9. Broadcast Partners shall have no liability and the Business Contractor shall have no recourse to the applicable warranty if the damage occurred:
10. (a) by incompetent use or use contrary to the intended purpose of the delivered item or the instructions, advice, directions for use, etc. provided by or on behalf of Broadcast Partners;
11. (b) due to improper custody (storage) or maintenance of the items;
12. (c) due to errors or omissions in any information or materials provided or prescribed to Broadcast Partners by or on behalf of the Business Contractor;
13. (d) by directions or instructions given by or on behalf of the Business Contractor;
14. (e) by making or implementing business (policy) decisions by the Business Contractor whether or not based on the documents provided by Broadcast Partners. The Business Contractor always remains responsible for his own decisions;
15. (f) as a result of the Business Contractor’s choice that differs from what Broadcast Partners advised and/or is customary;
16. (g) by the choice made by the Business Contractor regarding the items to be delivered;
17. (h) because repairs or other work or operations have been performed on the Deliverable by or on behalf of the Business Contractor without Broadcast Partners’ express prior consent.
18. In the cases enumerated in the previous paragraph, the Business Contractor is fully liable for all resulting damages and expressly indemnifies Broadcast Partners for all claims by third parties for compensation for such damages.
19. The limitations of liability contained in this article do not apply if the damage is due to intent and/or deliberate recklessness on the part of Broadcast Partners or its executive management or if mandatory legal provisions dictate otherwise. Only in these cases will Broadcast Partners indemnify the Business Contractor for any third party claims against the Business Contractor.

Annex I – Model withdrawal form

Model withdrawal form

(complete and return this form only if you wish to revoke the agreement)

To Broadcast Partners

Axelsestraat 58

4537 AL Terneuzen, The Netherlands

I/We (*) hereby inform(*) you that I/we (*) have signed our agreement regarding the sale of

revoke/revoke the following goods/delivery of the following service (*):

Ordered on (*)/Received on (*):

Name/Names of Consumer(s):

Consumer address(es):

Signature of consumer(s):

(only if this form is submitted on paper)

Date:

(*) Delete what does not apply.