Terms and conditions of sale and delivery

1: Contractual basis

1.1 For any agreement (hereinafter referred to as “delivery agreement”) concluded with CNH Media as a supplier, are these terms and conditions of sale and delivery deemed to be accepted by the buyer. Deviating purchase conditions from the buyer are only valid if they have been accepted separately in writing by both parties.

1.2 A delivery agreement with CNH Media is binding from the moment when the buyer has made the payment or from when the delivery has been made.

1.3 If CNH Media has delivered any product samples or borrowed the buyer anything, CNH Media is entitled to delete or remove these when the trial period is over. The recipient is liable for any costs associated with the set-up.

1.4 Images and descriptions of products or services in brochures, catalogs, prospectuses and the like are approximate, and cannot be considered as insured properties. CNH Media reserves the right to design constructions and possible design changes as per. products prior to the time of delivery and during the process of several deliveries.

1.5 Warranties, supplementary agreements and changes to any contract must be made in writing between the buyer and CNH Media.

2: Prices and Conditions of Payment

2.1 The prices at CNH Media are excl. VAT. CNH Media is entitled to debit a separate fee for installation and delivery.

2.2 Pricing is based on the level of cost at the time the contract is signed. In the event of price changes for the supplier in regards to software or services in the time between the contract is signed and the agreed upon delivery time, CNH Media is entitled to make a corresponding price correction.

2.3 Unless otherwise agreed in writing, all invoices are due to be paid by delivery.

2.4 The buyer does not have the right of set-off based on requirements that are not accepted by CNH Media in writing.

2.5 If a binding agreement has been signed, the agreement is non-terminable within the binding period, and is renewed continuously for the same amount of months if it is not terminated as follows: In the case of a binding agreement of 3 months, notice of termination must be sent in writing to bogholderi@cnh-media.com at the latest 14 days after maturity of the 2nd invoice. In case of a binding agreement of 6 months, notice of termination must be sent in writing to bogholderi@cnh-media.com at the latest 14 days after maturity of the 4th invoice. In case of a binding agreement of 12 months, notice of termination must be sent to bogholderi@cnh-media.com the latest 14 days after maturity of the 10th invoice.

2.6 The discount in the binding period is subject to timely payment of invoices. If payment terms are not met, an invoice will be send with the standard prices.

3: Mora creditoris

3.1 If the buyer does not make timely payment or if CNH Media receives inadequate and/or negative credit information about the buyer according to CNH Media’s perception, then CNH Media is entitled to stop any further deliveries until a prepayment has been made or appropriate collateral. If neither the prepayment nor collateral have been completed within the deadline set by CNH Media, CNH Media is entitled to either terminate the delivery agreement or maintain it, in which case CNH Media may claim to have its loss and costs covered – including attorney’s costs.

3.2 Should the payment be made in installments, the outstanding debt is due for immediate repayment if the buyer is fully or partially in mora with 1 rate.

3.3 CNH Media has the right to calculate a reminder charge on 1.5% per month that has already begun from the due date of the invoice without prior notice.

4: Ownership reservation (retention of title)

4.1 CNH Media reserves the right to the sold services/products until full payment has been received. In the case of the buyer’s mora, CNH Media is entitled to stop the delivery without prior notice. Upon withdrawal in accordance with the retention of title, the buyer shall compensate for any loss and all costs, including attorney fees incurred by CNH Media.

5: Time of delivery

5.1 Delivery takes place as soon as possible taking into account the delivery times of CNH Media’s subcontractors unless otherwise determined by CNH Media in writing or settled in a written agreement between both parties. The delivery time is considered as complied with when CNH Media can document that the product or service has been delivered or made available before the expiration hereof.

5.2 The delivery time will be extended accordingly if the buyer wants changes or supplements unless otherwise agreed upon in writing.

5.3 CNH Media will begin providing the service immediately after CNH Media has registered the 1st installment of payment unless otherwise agreed upon between the buyer and CNH Media.

6: Delay

6.1 If there is a delay with the delivery of products or services on CNH Media’s behalf, and if the buyer wishes to apply his breach rights, the buyer must give CNH Media a reasonable notice to make the delivery within 2 days after the time of the delay has occurred.

If the reasonable notice expires without the delivery being made, the buyer is entitled to cancel the delivery agreement. If the buyer does not give a reasonable notice within the 2 mentioned days after the delay it will not be considered as delayed delivery in which case CNH Media just has to provide the delivery as soon as possible.

6.2 In case of force majeure, CNH Media does not assume any responsibility.

7: Warranty, defects, remedy and return

7.1 CNH Media’s possible warranties only affect defects that result in the product or service being unusable. For the supplier warranties, the must apply to the terms and conditions specifically included in their warranties.

7.2 It is not considered as a defect if the buyer has used the delivered product incorrectly or inappropriately, including if the guidelines composed by CNH Media or their subcontractors are being overruled, or if the buyer or a third party has corrected deficiencies or in any way intervened with the delivered product or service.

7.3 Unless otherwise agreed in writing, CNH Media’s technical department does not support the goods that are marked with a star in the order confirmation issued by CNH Media.

7.4 Information provided by CNH Media or its suppliers regarding the applicability of products are only indicative, and CNH Media is not responsible for whether the delivered meets the buyer’s needs or application expectations unless CNH Media has given an explicit and written commitment about it.

7.5 Upon the receipt of CNH Media’s delivered product or service, the buyer must immediately conduct a thorough investigation hereof. If the buyer ascertains or ought to ascertain that the delivered is insufficient or suffers from defects, the buyer must declare this in writing within 14 days after receiving the delivered. If the buyer does not ascertain this in a timely manner, the buyer’s right to claim the insufficiencies or defects will lapse.

7.6 If a reasoned and timely complaint has been made, CNH Media is, of their own choice and within reasonable time, entitled to rectify the defect. If CNH Media makes timely remedy, the buyer is not entitled to terminate the agreement of delivery nor to claim compensation in any way as a consequence of the defect or insufficiency (delay is not considered as being under these circumstances). In case of possible remediation, the buyer must loyally assist in the execution of such measures. CNH Media is entitled to conduct one or more remediations and may stipulate that the buyer provides security of payment of the delivered or of other deliveries if the buyer is granted credit. If remedies do not happen in a timely manner, the buyer may terminate the delivery agreement or demand a reduction in the purchase price, as the buyer’s remedies are limited hereto.

7.7 The long term of claim in § 54 of the Sale of Goods Act is not applicable to deliveries from CNH Media unless otherwise agreed in writing. If remediation is made, possible complaints may not be valid beyond the original contracts complaint period.

 

8: Limitation in the buyer’s right of access

8.1 The buyer’s right of access is limited as the buyer by default can only terminate the part of the delivery agreement that regards the total delivery that may be delayed, including force majeure, or suffer from defects – unless the delay or defect is considered to be of essential importance to the buyer, and this seems justified to CNH Media.

9: Limitation of liability

9.1 CNH Media’s liability is limited to cases where CNH Media has shown gross negligence and continue this, and the liability does not cover indirect loss of any kind, including operation loss, loss of data, loss of goodwill and similar. In addition, CNH Media has a maximum liability amount equal to 10% of the total remuneration according to the agreement of delivery.

9.2 Unless otherwise provided by the mandatory British legislation, section 9.1 and the following apply regarding product liability. CNH Media is not responsible for any damage that occurs while the sold goods are in the buyer’s possession. CNH Media is neither liable for damage to products made by the buyer nor cases where CNH Media’s products are included nor for products that the buyer’s products are part of. To the extent that CNH Media may be imposed upon product liability and to third parties, the buyer is obliged to indemnify CNH Media to the same extent as CNH Media’s libility is limited.

10: Provisions of other services

10.1 For other services, including advice and guidance etc. the hourly rate, as agreed upon in delivery agreement, will be calculated. However, if no agreement has been reached regarding the hourly rate, CNH Media’s existing hourly rate will be applied. If costs of factors that are decisive to the calculation of price should change during the time of the service period, CNH Media is entitled to adjust the price accordingly after informing the buyer hereof. The new prices will come into force from the announcement of the regulation. The cost of transport and other expenses are calculated separately.

11: Buyers default

11.1 If the buyer breaches this Terms and Conditions of Sale and Delivery and the breach is not rectified within 10 days after CNH Media has sent a formal email of notice regarding the rectification of the breach, CNH Media is entitled to and without reason to terminate the agreement.

11.2 The following is considered as a breach, but not exhaustive.
– 11.2.1 Lack of payment of the behalf of the buyer
– 11.2.2 The buyer changes login information during the agreement period
– 11.2.3 Other barriers that are imputed the buyer and which prevent CNH Media from fulfilling the agreement.

11.3 If the buyer breaches these terms and conditions, CNH Media is, in addition to terminate the agreement, entitled to invoice in accordance with the agreement being met. For ongoing services with a binding agreement this entails that CNH Media is entitled to invoice for the entire binding period, even though the binding period has not yet expired.

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