General terms and conditions of BCM
Article 1: Applicability
1.1 These terms and conditions apply to all agreements with BCM Music Systems B.V., unless otherwise expressly agreed in writing.
1.2 The applicability of any terms and conditions used by the buyer is excluded, unless expressly agreed otherwise in writing. In the event that (any) provisions of the other party’s terms and conditions do apply, the terms and conditions of sale of BCM Music Systems B.V. shall prevail if and to the extent that such provisions conflict with these terms and conditions of sale.
1.3 If one or more provisions of these terms and conditions are held by a competent authority to be invalid or unenforceable in whole or in part, the other provisions shall remain in full force and effect, but the parties shall be obliged to agree on additional provisions which shall have the same economic effect as those which are invalid or unenforceable.
Article 2: Quotations, offers and acceptance
2.1 All price quotes and offers are non-binding, unless expressly agreed otherwise in writing. Agreements are binding only after written confirmation by BCM Music Systems B.V. or when BCM Music Systems B.V. has begun performing the order in question.
2.2 If an acceptance differs from the offer made by BCM Music Systems B.V., this shall be deemed a rejection of the original offer, even if the acceptance differs only on a minor point.
Article 3: Time and place of delivery
3.1 Delivery shall take place to the address in the Netherlands given by the other party and at the expense of that other party.
3.2 Delivery times are approximate. A delay in delivery does not entitle the other party to compensation, even if BCM Music Systems B.V. has been given notice of default.
3.3 BCM Music Systems B.V. is entitled to make partial deliveries, in which case it is also entitled to invoice each partial delivery separately.
3.4 If the other party fails to take delivery of the goods, BCM Music Systems B.V. is entitled, at its discretion, either to store the goods at the other party’s expense and risk, in which case the entire purchase price becomes immediately due and payable, or, at any time after the other party has thus failed to take delivery, to terminate the agreement in whole or in part without judicial intervention, without prejudice to BCM Music Systems B.V.’s right to claim full compensation for damages.
Article 4: Advertising and dissolution
4.1 The other party shall inspect the goods immediately upon delivery and verify their condition. Claims regarding the condition of the delivered goods must be made immediately and in writing, but no later than 8 days after delivery; otherwise, BCM Music Systems B.V. will no longer be liable for any defects in the goods.
4.2 In the event that BCM Music Systems B.V. accepts a claim (in whole or in part), BCM Music Systems B.V. may, at its discretion, terminate the agreement (without judicial intervention), replace the goods (at no additional cost), or grant a reasonable reduction in the purchase price, in which case the other party shall retain the goods.
Article 5: Terms of payment
5 1.1 All prices are based on exchange rates, import duties and other taxes and charges, which affect the sales price and are in force at the time the contract is concluded.
In the event that one or more of these factors change before delivery takes place in accordance with the agreed delivery time, BCM Music Systems B.V. reserves the right to reflect such changes in its sales prices, in a manner that reasonably accounts for the changes that have occurred.
5.1.2 The consequences of any government measure whatsoever, including those within the framework of the European Communities, including all taxes, duties, levies and/or monetary compensatory amounts, etc., if and insofar as these have not yet been included in the selling price, shall be for the account and risk of the other party.
5.2 Unless explicitly agreed otherwise, payment is due within 14 days of the invoice date. In case of direct debit, payment is due immediately.
5.3 If the invoice amount is not paid in full by the due date, the other party shall be in default solely by virtue of the expiry of the term without a notice of default being required.
5.4 The other party shall not be entitled to any discount, compensation or set-off.
5.5 BCM Music Systems B.V. reserves the right at any time (including prior to delivery) to require the other party to make an advance payment or provide security for the purchase price by means of a bank guarantee, an irrevocable letter of credit, or any similar document, assignment of claims, or otherwise. If the other party fails to provide such security upon first request, the other party shall be deemed to be in default, both with respect to payment of the purchase price and with respect to acceptance of the goods, and BCM Music Systems B.V. shall then be entitled to terminate or suspend the agreement (in whole or in part) without judicial intervention, without prejudice to its right to claim full compensation for damages.
5.6 In the event of default of payment, the other party shall owe the following costs:
-The administration costs amount to € 25.00;
Monthly interest of 1.5%, whereby a current month is counted as a full month
-The extrajudicial collection costs
-The legal costs actually incurred by BCM Music Systems B.V.;
-Any damages incurred by BCM Music Systems B.V. as a result of changes in exchange rates when the product or service is not invoiced in euros.
Article 6: Installation
6.1 Installation work and facilities are at all times at the expense of the other party.
Article 7: Liability
7.1 BCM Music Systems B.V. shall not be liable for any loss, costs, and/or damage resulting from any delay and/or failure to fulfill its obligations, if such delay or failure is caused by circumstances that are reasonably beyond its control and/or through no fault of its own, including, but not limited to, war, war-like situations, riots and public disturbances, earthquakes, storms, floods, fire, or any other natural disaster, accidents, blockades, the loss of transportation options, strikes and other forms of work stoppages or interruptions in production, total or partial failure to perform by third parties from whom goods or services are to be received, limited production capacity, boycotts, de facto government restrictions, or the lack of required import and export licenses.
If any of the aforementioned circumstances arise, BCM Music Systems B.V. will provide written notice thereof and shall, at its discretion, be entitled to suspend its obligations or terminate the agreement.
7.2 BCM Music Systems B.V. shall not be liable for consequential damages or any other damages whatsoever resulting from a defective delivery.
7.3 BCM Music Systems B.V.’s total liability with respect to a particular order shall be limited to the net principal amount that BCM Music Systems B.V. charged for that order, or at least to that portion of the order to which the liability relates.
7.4 BCM Music Systems B.V. is liable only for direct damages.
7.5 “Direct damages” shall be understood to mean exclusively the reasonable costs incurred in determining the cause and extent of the damage, to the extent that such determination relates to damage as defined in these terms and conditions, any reasonable costs incurred to bring BCM Music Systems B.V.’s defective performance into compliance with the agreement, to the extent that such costs can be attributed to BCM Music Systems B.V., and reasonable costs incurred to prevent or limit damage, to the extent that the other party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. BCM Music Systems B.V. shall never be liable for indirect damages, including consequential damages, lost profits, lost savings, and damages resulting from business interruption.
7.5 Except to the extent that BCM Music Systems B.V. is expressly liable under these provisions, the other party shall indemnify BCM Music Systems B.V. against any claims, actions, costs, losses, and damages arising from or relating to the goods and services provided.
In all cases where BCM Music Systems B.V. has the right to invoke these provisions, each of its employees also has the right to invoke these provisions if they are held liable.
Article 8: Retention of title
8.1 The goods delivered shall remain the property of BCM Music Systems B.V. until the other party has fully settled all claims relating to goods delivered or to be delivered pursuant to the agreement, including work performed or to be performed under such agreements and all claims arising from a failure to comply with such agreements, including all collection costs and interest due. The other party is not permitted to transfer ownership of the delivered goods, other than in the ordinary course of business, or to pledge the goods or otherwise provide them as security for the benefit of third parties.
8.2 In the event that the other party fails to fulfill any obligation toward BCM Music Systems B.V., or in the event that the other party enters bankruptcy, goes into liquidation, enters into a debt settlement agreement with its creditors, or takes any steps to bring about such an outcome, or ceases to conduct business for a period of 30 consecutive days, BCM Music Systems B.V. shall be entitled, without further notice of default and without judicial intervention, to reclaim the goods and suspend services.
8 3 The other party agrees to create a silent lien on the delivered goods upon first request for the benefit of BCM Music Systems B.V., if possible by means of a retention of title upon transfer of ownership of the delivered goods, for all existing and future claims of BCM Music Systems B.V. against the other party, including all collection costs and interest.
8.4 In the event that BCM Music Systems B.V. wishes to exercise the property rights specified in this article, the Client hereby grants BCM Music Systems B.V. or to a third party designated by BCM Music Systems B.V. to enter any location where the property of BCM Music Systems B.V. is located in order to reclaim it.
Article 9: Intellectual property
9.1 BCM Music Systems B.V. reserves the rights and powers granted to it under the Copyright Act and other intellectual property laws and regulations. The user has the right to use the knowledge gained through the performance of a contract for other purposes as well.
Article 10: Guarantee
10.1 BCM Music Systems B.V. provides a 1-year full warranty on complete systems and individual parts, provided that the other party has followed the instructions provided by BCM Music Systems B.V. regarding the use of the equipment.
10.2 The equipment or parts thereof that are to be repaired or replaced must be shipped to BCM Music Systems B.V. with shipping charges prepaid.
10.3 Any right to warranty shall be lost if the defect is due to injudicious use of the equipment or if it appears that repairs have been carried out to the equipment by third parties.
10.4 In the event that the seal(s) applied are removed or damaged, the warranty will lapse.
Article 11: Software
11.1 The other party shall neither remove nor change all distinguishing marks relating to the intellectual property rights of the entitled party. The other party shall not be permitted to copy, resell or in any way publish the software, including the documentation provided with it, or make it available to third parties.
Article 12: Confidential information
12.1 Each Party shall take all reasonable precautions to keep confidential the information of a confidential nature received from the other Party.
Article 13: Jurisdiction
13.1 Dutch law shall apply to all offers, order confirmations and agreements.
13.2 Before an appeal to the court is made, the parties shall make every effort to settle the dispute in mutual consultation.
13.3 All disputes shall be submitted exclusively to the competent court in the district of Roermond.
Article 14: Location and Amendments to the Terms and Conditions
14.1 These terms and conditions have been filed with the Chamber of Commerce under number 13032187. The most recently filed version, or the version in effect at the time the legal relationship with BCM Music Systems B.V. was established, shall always apply.
The Dutch text of the general terms and conditions shall always prevail in their interpretation.
