General Terms and Conditions Framingham BV
Framingham B.V. (hereinafter: Framingham) is registered with the Chamber of Commerce under number 34105455 and has its registered office at Dortherweg 37b, 7214 PT in Epse.
Article 1 - Definitions
1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise:
2. Offer: Any written offer to the Buyer to deliver Products by the Seller to which these terms and conditions are inextricably linked.
3. Company: The natural or legal entity/person who acts in the exercise of a profession or business.
4. Buyer: The Company that enters into a (distance) Agreement with the Seller.
5. Agreement: The (distance) purchase agreement that extends to the sale and delivery of Products purchased by the Buyer from Framingham.
6. Products: The Products offered by Framingham are both digital and printed or physical magazines, trade journals and titles.
7. Seller: The supplier of Products to Buyer, hereinafter: Framingham.
Article 2 - Applicability
1. These terms and conditions apply to any Offer by Framingham and any Agreement between Framingham and a Buyer and to any Product offered by Framingham.
2. Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, Framingham will indicate to the Buyer how the Buyer can view the general terms and conditions, which are in any case published on the Framingham website, so that the Buyer can easily store these general terms and conditions on a durable data carrier.
3. In exceptional situations, it is possible to deviate from these general terms and conditions if this has been explicitly agreed in writing with Framingham.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or wholly invalid or are annulled, the other provisions of these general terms and conditions will remain in force and the invalid/annulled provision(s) will be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
7. If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/his, if and insofar as applicable.
Article 3 - The Offer
1. Any Offer made by Framingham is without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer. An Offer only exists if it has been laid down in writing.
2. The Offer made by Framingham is without obligation. Framingham will only be bound by the Offer if the Buyer's acceptance thereof is confirmed in writing within 30 days, or if the Buyer has already paid the amount due. Nevertheless, Framingham has the right to refuse an Agreement with a potential Buyer for any reason justified by Framingham.
3. The Offer contains an accurate description of the offered Product with associated prices. The description is detailed in such a way that the Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot be binding on Framingham. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the (distance) Agreement. Framingham cannot guarantee that the colours in the image will correspond exactly to the real colours of the Product. Buyer has the option to choose between a digital Product, a printed Product or both forms.
4. Delivery times and terms stated in Framingham's Offer are indicative and if they are exceeded, they do not entitle the Buyer to termination or compensation, unless expressly agreed otherwise.
5. A composite quotation does not oblige Framingham to deliver part of the goods included in the Offer at a part of the stated price.
6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid while supplies last.
Article 4 - Conclusion of the Agreement
1. The Agreement is concluded at the moment that the Buyer has accepted an Offer from Framingham by paying for the relevant Product, or by returning a (digitally) signed copy (scanned or original) to Framingham or sending a purchase order and/or an agreement for signature.
2. An Offer may be made by Framingham through the website.
3. If Buyer has accepted the Offer by entering into an Agreement with Framingham, Framingham will confirm the Agreement with Buyer in writing, or at least by email.
4. If the acceptance (on minor points) deviates from the Offer, Framingham is not bound by it.
5. Framingham is not bound by an Offer if the Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Buyer cannot derive any rights from this mistake or error.
6. The right of withdrawal is excluded for the Buyer, unless otherwise agreed.
Article 5 - Performance of the Agreement
1. Framingham will perform the Agreement to the best of its knowledge and ability.
2. If and insofar as required for proper performance of the Agreement, Framingham has the right to have certain work performed by third parties at its own discretion.
3. The Buyer shall ensure that all information, which Framingham indicates is necessary or which the Buyer should reasonably understand to be necessary for the performance of the Agreement, is provided to Framingham in a timely manner. If the information required for the execution of the Agreement has not been provided to Framingham in time, Framingham has the right to suspend the execution of the Agreement.
4. In the performance of the Agreement, Framingham is not obliged to follow the Buyer's instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for Framingham, the Buyer is obliged to reimburse the additional costs accordingly.
5. Before executing the Agreement, Framingham may require security from the Buyer or full payment in advance.
6. Framingham is not liable for damage, of whatever nature, that has arisen because Framingham relied on incorrect and/or incomplete information provided by the Buyer, unless Framingham was aware of this incorrectness or incompleteness.
7. The Buyer indemnifies Framingham against any claims from third parties who suffer damage in connection with the performance of the Agreement and which are attributable to the Buyer.
8. Unless otherwise agreed, the Product is purchased for the entire calendar year.
9. If the Buyer has purchased a Product for the relevant (calendar) year, the Buyer may also purchase editions for the following year, if expressly agreed.
10. If Buyer has purchased a Product, Buyer will have the option, if available, to purchase new titles for the following year. The buyer will have to make a timely reservation for this. This reservation needs to be accepted by Framingham.
11. If the Buyer purchases a Product, the rights may differ per edition and per (calendar) year. Depending on the law, Buyer can use the Product internally or distribute the Product (online) in a specific country. If Buyer is allowed to release the Product in a specific country, Buyer has the exclusive right to distribute the relevant Product in that country. Framingham is free to impose further conditions/limitations on this.
Article 6 - Delivery
1. If the commencement, progress or delivery of the Agreement is delayed because, for example, the Buyer has not supplied all the requested information or has not provided it on time, does not provide sufficient cooperation, the (down) payment has not been received in time by Framingham or if any delay arises due to other circumstances beyond Framingham's control, Framingham is entitled to a reasonable extension of the delivery/completion period. Delivery times as mentioned in the Agreement are never strict deadlines. The buyer must give Framingham written notice of default and allow it a reasonable period of time to still be able to deliver. The buyer is not entitled to any compensation due to the delay that has arisen.
2. In the case of a digital Product, the Buyer will receive the digital Product in the form of an (online) PDF version. If the Buyer opts for a printed version of the Product, it will be sent as soon as possible to the address specified in the order. Any errors in the specified address are for the account and risk of the Buyer.
3. The digital Products may only be distributed to/accessible to the specific target group in the relevant country, via email and/or placement on a secure website/portal.
4. New editions of the Products are not covered by the Agreement and must be purchased separately.
5. If the purchase concerns printed or physical Products, the Buyer is obliged to accept the goods at the time they are made available to the Buyer. According to the Agreement the Buyer needs to accept the goods, even if they are offered to the Buyer earlier or later than agreed.
6. If the Buyer refuses to accept or is negligent in providing information or instructions necessary for delivery, Framingham is entitled to store the goods at the Buyer's expense and risk.
7. If the Products are delivered by Framingham or an external carrier, Framingham is entitled to charge any delivery costs unless otherwise agreed in writing. These will then be invoiced separately unless expressly agreed otherwise.
8. If Framingham requires information from the Buyer in the context of the performance of the Agreement, the delivery time will only commence after the Buyer has provided Framingham with all information necessary for the performance.
9. If Framingham has stated a term for delivery, this is indicative. Longer delivery times apply for delivery outside the Netherlands.
10. Framingham is entitled to deliver the goods in parts, unless the Agreement deviates from this or the partial delivery does not have an independent value. Framingham is entitled to invoice such deliveries separately.
11. Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. Framingham reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 - Packaging and transport
1. Framingham undertakes towards the Buyer to properly package the goods to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.
2. Unless otherwise agreed in writing, all deliveries include turnover tax (VAT), including packaging and packaging material.
3. Accepting items without comments on the consignment note or receipt serves as proof that the packaging was in good condition at the time of delivery.
Article 8 - Examination, complaints
1. The Buyer is obliged to inspect the delivered goods at the time of delivery, but in any event within 3 days after receipt of the delivered goods, but to unpack only to the extent necessary to assess whether it retains the Product. In doing so, the Buyer must investigate whether the quality and quantity of the delivered goods correspond to the Agreement and whether the Products meet the requirements that apply to them in normal (trade) traffic.
2. Buyer is obliged to investigate and inform itself how the Product may be used, all in accordance with the Agreement. Framingham does not accept any liability for incorrect use of the Product by Buyer.
3. Any visible defects or shortcomings must be reported to Framingham in writing after delivery to info@framinghampublishers.com. The Buyer has a term of 3 days after delivery for this. Non-visible defects or shortcomings must be reported within 5 days after discovery, but at the latest within 6 months after delivery. In the event of damage to the Product due to careless handling by the Buyer itself, the Buyer is liable for any loss in value of the Product.
4. If a complaint is made in time pursuant to the previous paragraph, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, this will only take place with the prior written consent of Framingham in the manner indicated by Framingham.
5. Framingham is entitled to initiate an investigation into the authenticity and condition of the returned Products before any refund will be made.
6. Refunds to the Buyer will be processed as soon as possible, but the refund can take place no later than 14 days after receipt of the Buyer's declaration of dissolution. Refunds will be made to the previously specified account number.
7. If the Buyer exercises its right to complain, the Buyer has no right to suspend its payment obligation nor to settle outstanding invoices.
8. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Framingham, Framingham will, at the request of the Buyer, send the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products is leading in this regard. Any damage suffered by the Buyer as a result of the (deviating) scope of the delivery cannot be recovered from Framingham.
Article 9 - Printing
1. If agreed, Framingham will carry out printing for the Buyer. The scope of the obligation to have the Products printed extends to what has been explicitly agreed by the Parties. The Parties hereby also agree on the specifications with regard to the printed matter, which in any case includes the number of prints, the format of the prints and the colour.
2.Framingham can engage a third party to take care of the printing. If the agreement concerns printed matter, the general terms and conditions of the engaged third party also apply.
3. The Client must give its approval within 2 weeks after delivery of the (printing) proof before the Product is printed. Framingham is never liable for obvious typing and printing errors.
4. Client must accept the delivered result after he has agreed with the provided example.
Article 10 - Prices
1. During the period of validity of the Offer, the prices of the Products offered will not be increased, unless there are changes in VAT rates.
2. The prices stated in the Offer are exclusive of VAT, unless expressly stated otherwise.
3. The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. In the case of Products or commodities that are subject to price fluctuations in the financial market and over which Framingham has no influence, Framingham may offer these Products at variable prices. It is stated in the Offer that the prices are target prices and may fluctuate.
Article 11 - Payment and collection policy
1. Payment should preferably be made in advance in the currency in which the invoice is made, using the method indicated.
2. The Buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
3. The Buyer must make a lump sum payment to the account number and details of Framingham made known to it. The parties can only agree on a different payment term with the explicit written consent of Framingham.
4. If a periodic payment obligation of the Buyer has been agreed, Framingham is entitled to adjust the applicable prices and rates in writing with due observance of a period of 3 months.
5. In the event of the liquidation, bankruptcy, attachment or suspension of payment of the Buyer, Framingham's claims against the Buyer are immediately due and payable.
6. Framingham shall be entitled to have the payments made by the Buyer go first against the costs, then against the interest accrued and finally against the principal and accrued interest. Framingham may, without being in default thereby, refuse an offer of payment if Buyer designates a different order of attribution. Framingham may refuse full repayment of the principal if the outstanding and accrued interest as well as the costs are not also paid.
7. If the Buyer does not fulfil its payment obligation and has not fulfilled its obligation within the specified payment term, the Buyer is in default.
8. From the date that the Buyer is in default, Framingham will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the decision on compensation for extrajudicial collection costs of 1 July 2012.
9. If Framingham has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. The judicial and enforcement costs incurred are also for the account of the Buyer.
Article 12 - Retention
1. All goods delivered by Framingham remain the property of Framingham until the Buyer has fulfilled all the following obligations under all Agreements concluded with Framingham.
2. The buyer is not authorized to pledge or encumber the items subject to retention of title in any other way if the ownership has not yet been transferred in full.
3. If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Buyer is obliged to inform Framingham thereof as soon as may reasonably be expected.
4. In the event that Framingham wishes to exercise its property rights referred to in this article, Buyer hereby grants unconditional and irrevocable permission and authorization to Framingham or third parties to be designated by it to enter all those places where Framingham's property is located and to take those things back.
5. Framingham has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, despite an obligation to transfer or hand over from Framingham. After the Buyer has fulfilled its obligations, Framingham will make every effort to deliver the purchased Products to the Buyer as soon as possible, but at the latest within 20 working days.
6. Costs and other (consequential) damage as a result of retaining the purchased Products are for the account and risk of the Buyer and will be reimbursed to Framingham by the Buyer on first request.
Article 13 - Warranty
Framingham guarantees that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and the Buyer has explicitly notified Framingham of this use at the time of entering into the Agreement.
Article 14 - Suspension and dissolution
1. Framingham is authorized to suspend the fulfilment of the obligations or to dissolve the Agreement if the Buyer does not or not fully fulfil the (payment) obligations under the Agreement.
2. In addition, Framingham is authorized to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been performed, without judicial intervention if the Buyer does not timely or properly fulfil the obligations that it has under any Agreement concluded with Framingham.
3. Furthermore, Framingham is authorized to dissolve the Agreement (or have it dissolved) without prior notice of default if circumstances arise which are of such a nature that fulfilment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if circumstances otherwise arise which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
4. If the Agreement is dissolved, Framingham's claims against Buyer are immediately due and payable. When Framingham suspends the performance of its obligations, it will retain its rights under the law and the Agreement.
5. Framingham always reserves the right to claim damages.
Article 15 - Limitation of liability
1. If the performance of the Agreement by Framingham leads to liability of Framingham towards the Buyer or third parties, such liability is limited to the costs charged by Framingham in connection with the Agreement unless the damage is caused by intent or gross negligence. Framingham's liability is in any case limited to the maximum amount paid out by the insurance company per event per year.
2. Framingham is not liable for consequential damage, indirect damage, loss of profit and/or loss suffered, lost savings and damage resulting from the use of the delivered Products.
3. Framingham is not liable for and/or obliged to repair damage caused by the use of the Product. All damage to Products as a result of wearing and using is expressly excluded from liability (this includes traces of use, use damage, fall damage, light and water damage, theft, loss, etc.).
4. Framingham is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
5. Framingham is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or unavailability of the website for any reason.
6. Framingham does not guarantee the correct and complete transmission of the contents of an e-mail sent by/on behalf of Framingham, nor the timely receipt thereof.
7. All claims by the Buyer for failure on the part of Framingham lapse if they are not reported to Framingham in writing and with reasons within one year after the Buyer became aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any case expire one year after the termination of the Agreement.
Article 16 - Force Majeure
1. Framingham shall not be liable if, as a result of force majeure, it is unable to fulfil its obligations under the Agreement, nor will it be obliged to fulfil any obligation if prevented from doing so as a result of any circumstance which is not due to its fault and which is not for its account by virtue of the law, legal act or generally accepted standards.
2. Force majeure in any case includes, but is not limited to, what is understood in this regard in law and jurisprudence, (i) force majeure of Framingham's suppliers, (ii) failure to properly fulfil obligations by suppliers that Buyer has prescribed or recommended to Framingham, (iii) defective goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of internet, data network and telecommunications facilities (for example: cyber crime and hacking) , (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes at Framingham's business and (xi) other situations that Framingham believes are beyond its control that affect the performance of its obligations temporarily or permanently.
3. Framingham has the right to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after Framingham should have fulfilled its obligation.
4. During the period that the force majeure continues, the parties can suspend the obligations under the Agreement. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without any obligation to pay compensation to the other party.
5. Insofar as Framingham has partially fulfiled or will be able to fulfil its obligations under the Agreement at the time of the occurrence of force majeure, and the part fulfilled or to be performed has independent value, Framingham is entitled to separately invoice the already fulfilled obligations. The Buyer is obliged to pay this invoice as if it were a separate Agreement.
Article 17 - Transition of risk
The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer at the moment the goods leave the (printer's) warehouse.
Article 18 - Intellectual Property Rights
1. All intellectual property rights and copyrights of Framingham are vested solely in Framingham and are not transferred to Buyer.
2. The Buyer is prohibited from disclosing and/or multiplying, modifying or making available to third parties any material covered by Framingham's intellectual property rights and copyrights without the express prior written consent of Framingham. If the Buyer wishes to make changes to goods delivered by Framingham, Framingham must expressly agree to the intended changes.
3. The Buyer is prohibited from using the Products covered by Framingham's intellectual property rights other than as agreed in the Agreement.
Article 19 - Privacy, data processing and security
1. Framingham handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, Framingham will inform the Buyer and/or visitors of the website(s).
2. If Framingham is required to provide information security under the Agreement, this security shall comply with the agreed specifications and a level of security that, in view of the state of the art, the sensitivity of the data and the associated costs, is not unreasonable.
Article 20 - Complaints
1. If the Buyer is not satisfied with the Products of Framingham and/or has complaints about the (performance of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days after the relevant cause leading to the complaint. Complaints can be reported to info@framinghampublishers.com with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Buyer for Framingham to be able to handle the complaint.
3. Framingham will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
4. The parties will try to reach a solution together.
Article 21 - Applicable law
1. Any Agreement between Framingham and the Buyer is governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In the event of an explanation of the content and purport of these general terms and conditions, the Dutch text thereof is always decisive. Framingham has the right to unilaterally change these terms and conditions.
3. All disputes arising from or in connection with the Agreement between Framingham and the Buyer will be settled at the competent Court of Amsterdam unless mandatory provisions lead to the jurisdiction of another court.
Amsterdam, 29th of June, 2021