General terms of Delivery of Onetomarket BV

Article 1 / DEFINITIONS

“Onetomarket” : Onetomarket BV in Arnhem, registered at the Chamber of Commerce (Kamer van Koophandel) in Arnhem, registration number 32080789.

“Principal” : The individual or corporate body with whom Onetomarket has a Contract.

“General terms” : The general terms of delivery of Onetomarket BV (Article 1 to 12)

“Contract” : The Contract between the Principal and Onetomarket concerning the Service which is defined according to the terms in Article 3

“Service” : The online marketing Service provided by Onetomarket BV

Article 2 / SCOPE

1. These general terms of delivery apply to all offers and Contracts provided by Onetomarket, this includes but is not restricted to Contracts and / or other Contracts that are a direct result of them.
2. Should Onetomarket’s offers and Contracts refer to other (general) terms of delivery, other than the terms specified here, Onetomarket expressly refutes the relevance of these terms in their dealings.
3. Any deviation to these terms of delivery shall only be valid if expressly accepted in writing by Onetomarket prior to the Contract.
4. In the event that one or more of the provisions specified in this general terms of delivery are invalid, the validity of the other provisions shall not be affected.

Article 3 / OFFER AND CONTRACTS

1. All offers made by Onetomarket, made either verbally or in writing, are without obligation. All written offers are valid for 30 days from the date stated on the offer.
2. The presentation of size and / or weight, images and drawings, technical specifications, colour and type, amount and composition, ability and quality, and similar specifications in catalogues, brochures or through any other means will occur as accurately as possible. These specifications are only binding when they have been recorded in writing by Onetomarket.
3. A Contract is established the moment that Onetomarket receives a full acceptance from the Principal of an offer prepared for that specific Principal by Onetomarket, this is conditional to Onetomarket’s approval.
4. Should Onetomarket receive a modified acceptance from the Principal of an offer prepared for that specific Principal by Onetomarket, a contract is only established when Onetomarket explicitly agrees to this modified acceptance in writing addressed to the Principal, this will not affect the content of the previous paragraph of this article.
5. All offers issued by Onetomarket to the Principal and all Contracts between the Principal and Onetomarket, are based on being executed during normal working hours and in conditions that are normal to Onetomarket. In the event that work needs to be conducted outside of normal working hours and / or in abnormal conditions, then the incurred costs will be defined as additional work and will therefore be charged to the Principal by Onetomarket.
6. All prices announced by Onetomarket are excluding tax (in the Netherlands BTW), unless this has been explicitly stated in writing.
7. In the event that the Principal requests this in writing, the content of the Contract once it has been established can only be modified if Onetomarket explicitly gives written approval to the Principal’s request. When the Principal’s proposed changes are of considerable size, the required additional costs will be defined as additional work and the Contract will continue conform to the modifications that Onetomarket received from the Principal.
8. The Principal is obliged to provided Onetomarket the cooperation needed to carry out the Contract.
9. The Principal will provide Onetomarket the needed provisions to carry out the Contract at their own cost. These provisions include, but are not restricted to, electricity, light, telecommunication facilities and other equipment or devices.
10. In the event that there are any delays in the delivery and/or the execution of the Contract on the part of Onetomarket that are the direct or indirect result of the Principal not providing the required cooperation as described in this article, Onetomarket will take the needed legal action to execute the Contract, all additional costs will be seen as damages due to Onetomarket and will be charge to the Principal.
11. Onetomarket is entitled to employ additional staff, even subcontractors, to execute the Contract at their own cost. The costs as mentioned in this paragraph will only be at the expense of Onetomarket in as far as the employment of these additional staff members were not specified in the Contract.
12. In the event that the contracting parties have agreed to a phased execution of the Contract, in which every phase needs to separate approval by the Principal, Onetomarket reserves the right to suspend the execution of the successive phase(s), if the Principal has not approved / or declines approval of the completed phase.
13. The contract is for a period of 12 months, unless another period is conformed in the contract, with a tacit renewal.

Article 4 / CONFIDENTIALITY

1. The contracting parties are obliged to do all that they can to ensure that confidential information of the other party, which was acquired for the execution of the Contract, is not disclosed to a third party. This is not valid if the disclosing party can prove that the specific information was already public knowledge and was not a result of defiling his obligation to maintain confidentiality.
2. The contracting parties are not permitted to mention the fact that they have or had business relations with the other contracting party in advertisements, media expressions, or in any of their other marketing activities, unless explicit written permission is obtained from the relevant party.
3. Infringement of the previous paragraph obliges the infringing party to directly pay the other party the contractual penalty of € 5.000,00 (five thousand euros and zero cents) per violation, which does not diminish the affected party’s right to claim the full amount of damages from the infringing party.
4. In the event that this Contract is terminated for whatever reason, the conditions of this article will remain in force undiminished.

Article 5 / DELIVERY

1. The delivery time stated by Onetomarket will take effect when the Contract is established, or at least when the Principal has provided Onetomarket the needed information for delivery and/ or as far as the Principal has met his obligations as described in the Contract.
2. Should Onetomarket not meet the agreed upon delivery time due to reasons other than force majeure, the Principal will allow Onetomarket a reasonable period of time to meet their obligations. If Onetomarket has not delivered before this reasonable period of time has come to pass, it will have neglected its contractual obligations of delivery.
3. In the event, as described in article 3 paragraph 12, the delivery time will be extended with the period of time needed for the Principal to give approval, as far as any delays of the Principal’s approval is not the direct consequence of any shortcoming on Onetomarket’s part to fulfil its obligations.
4. In the event that Onetomarket has reasonable doubt whether the Principal can fulfil his contractual obligations, notably but not restricted to his payment obligations, Onetomarket reserves the right to suspend its contractual obligations without this being seen as neglecting its obligations.

Article 6 / PAYMENT

1. The Principal will pay Onetomarket the full invoiced amount no later then twenty-one (21) days after the date of each invoice, unless Onetomarket explicitly states in writing that different payment terms apply to the Principal.
2. The payment of the invoice will be carried out by the Principal without settlement, reduction, compensation and / or suspension on any grounds whatsoever, unless the Principal has been given explicit written approval by Onetomarket.
3. If the Principal fails to pay the full invoiced amount within the term defined in paragraph 1 of this article, the Principal will have, without further neglect, failed to meet his contractual obligations. In the event that the Principal has failed to meet his contractual obligations, he will owe Onetomarket a contractual interest of 1 percent over the outstanding invoiced amount per month, or at least the lawful interest over outstanding invoiced amounts, as far as the lawful interest surpasses the above mentioned contractual interest.
4. The payment made by the Principal to Onetomarket is first deducted from the interest, as defined in the previous paragraph, followed by costs and subsequently from the longest outstanding invoiced amount.
5. Onetomarket is not bound to any performance as long as the Principal fails to carry out his contractual obligations.
6. All additional costs added to the debt-claim, juridical as well as non-juridical, are at the expense of the Principal, the latter is an proportional amount determined by the then effective bank rate of the Dutch Order of Lawyers, with a minimum of € 75,00 (seventy-five euros).
7. Onetomarket has the right to require, within the scope of the relevant binding legal regulations, advance payment prior to the execution of the consignment.
8. All debt-claims made by Onetomarket to the Principal (whether in compliance with the in article 9.1 mentioned conditions or not) will be immediately claimable, should the Principal be declared bankrupt, apply for temporary suspension of payment, have legal debt repayment applied to him, or have seizure, be appointed a guardian or otherwise lose the ability to dispose of his capital or portions of it, or any other announcement and / or circumstance on part of the Principal that gives Onetomarket reasonable doubt that the Principal may fail to comply with his obligations. An above-mentioned circumstance is in any case ascertained, if Onetomarket seeks additional security from the Principal that he will comply with his obligations and that this security is not given or is regarded insufficient.

Article 7 / RESERVATION OF TITLE, INTECTUAL PROPERTY AND KNOW HOW

1. Onetomarket retains the ownership of the delivered or yet to be delivered Goods till the following has been completely sufficed:
   a. the performance required by the Principal for all Goods and Services that are delivered or are yet to be delivered as defined in the Contract;
   b. debt-claims cause by the Principal’s failure to comply with the conditions of the Contract.
2. All current and future intellectual property rights and the associated rights of the results of the activities conducted by Onetomarket in assignment of the Principal remain with Onetomarket. With regard to any formalities that are attached to the above-mentioned intellectual property rights, Onetomarket retains the exclusive right to carry these out.
3. The Principal guarantees that all materials, information, contents and announcements etc that he provided Ontomarket within the scope of this Contract, does not violate any legal requirements or any protective rights of third parties or otherwise be illegally obtained in relation to third parties and protects Onemarket from any claims made by third parties in the case of any direct or indirect consequences, financially as well as any other consequences, resulting from the use of these materials, information etc. by Onetomarket.
4. When intellectual property rights, as defined in paragraph 1 or 2, are assigned to Onetomarket, the Principal can only obtain these rights within the scope of normal execution of business. However, the Principal is not permitted to transfer these property rights, or use them as warranty, or otherwise raise objection to these limited rights.
5. The Principal does not have the right to disclose any Goods, or the therein enclosed or otherwise obtained information to third parties, unless Onetomarket has given explicit written permission.
6. In the event that paragraph 2 and paragraph 4 is violated, then the Principal is expected to pay a penalty of € 5.000,- (five thousand euros) per violation, this does not diminish Onetomarket’s right to claim compensation for the total amount of damages.

Article 8 / GRIEVANCE

1. The Principal is obliged to provide a reasoned statement in writing to Onetomarket announcing any grievance with regard to any Goods and / or Services Onetomarket has delivered, as well as regarding invoices within 14 days of delivery of those Goods and / or Services and / or the invoice date.
2. The right of grievance lapses, should the Principal not have provided a claim within the above-mentioned term and / or if the Principal did not give Onetomarket sufficient opportunity to thoroughly investigate, if necessary onsite, the justness of the complaint.
3. In the event the Principal calls upon the right of grievance, taking into account that which has been determined in this article, he will remain fully bound to the obligations towards Onetomarket as stated in the Contract. Should the Principal call upon the right of grievance, does not give him the right to suspend his obligations towards Onetomarket as stated in the Contract.

Article 9 / DISSOLUTION

1. The legal rights of Onetomarket will not be affected, should the Principal fail to meet his contractual obligations. The Contract will be terminated, without juridical intervention, on the date of the written statement in which the Principal is declared bankrupt, applied for temporary suspension of payment, has legal debt repayment applied to him, seizure, or is appointed a guardian or otherwise has lost the ability to dispose of his capital or portions of it.
2. As a result of the dissolution the existing mutual debt-claims will be immediately collectable. The Principal is liable for all damages sustained by Onetomarket this includes, but is not restricted, to loss of earnings.
3. Onetomarket conforms to a period of notice of 2 month before the end of the contract.

Artikel 10 / LIABILITY

1. Onetomarket is only liable for damages sustained by the Principal that originated from an assigned failure on Onetomarket’s part to fulfil obligations of the Contract, or by the third parties and / or subcontractors contracted by Onetomarket to carry out the obligations of the Contract, the value of the damages payment to be paid by Onetomarket is thereby limited to the monetary value of the Contract in which Onetomarket, or the third parties and / or subcontractors contracted by Onetomarket to carry out the Contract, failed to meet the contractual obligations. In the case of lengthy Contracts, or Contracts with a time span that surpasses 6 (six) months, the value of the damage payment to be paid by Onetomarket is limited to the monetary value of maximum 6 (six) months of the relevant Contract.
2. Onetomarket is not liable for any damages that are the direct or indirect result of the Principal’s actions, or that of third parties and / or subcontractors contracted by the Principal whilst carrying out the Contract.
3. As far as any damages sustained by the Principal that are a result of unlawful action, intentional acts and / or serious misconduct by Onetomarket, or third parties and / or subcontractors contracted by Onetomarket, the value of the damages payment to be paid by Onetomarket is limited to the amount of € 250.000,- (two hundred and fifty thousand euro) per damage inflicted event, whereby a series of interrelated events will be considered one event.
4. Other than the liability as defined in this article, Onetomarket is not liable for any other damage sustained by the Principal.
5. In the event that the above-mentioned terms cannot be employed, the payment of damages will be determined per event, whereby a series of interrelated events will considered one event, in no case will this amount to more than the price excluding turnover tax as stipulate in the Contract between the contracting parties that provided the scope in which the event occurred.

Article 11 / FORCE MAJEURE

1. The delivery time agreed upon between Onetomarket and the Principal will be extended with the period of time during which Onetomarket is delayed from fulfilling its obligations due to forces majeure.
2. On Onetomarket’s behave force majeure is defined as, when Onetomarket is unable to comply with its contractual obligations or the preparation for these obligations of an established contract as a result of war, war danger, civil war, terrorism, riot, violence, fire, water damage, flooding, strike, labour disputes, occupation of work premises, lockout, entry obstruction, state measures, equipment defect, technical failure of energy supply, at Onetomarket’s company and at the company of the third parties contracted by Onetomarket to meet the obligations of the relevant Contract, as well as during storage and transportation, whether it be under direct management or not, in addition to all other causes that originate beyond the control, fault and risk of Onetomarket.
3. Should delivery be delayed by more than 2 (two) months due to circumstances beyond Onetomarket’s control, the Principal as well as Onetomarket have the right to deem the Contract terminated. In this instance Onetomarket only has the right to claim the incurred costs, this includes remuneration of any Goods already delivered to the Principal. For all other costs the contractual parties are not bound to any termination obligations and / or damages compensation.

Article12 / DISPUTES

1. All disputes between the parties including unlawful act, payment of undue amounts and / or unjustified enrichment, that arise as a result of their Contract, or other Contracts that are derived from it, or any other existing or prospective legal relations, will be reviewed and determined by the court of law in Arnhem, with exception of binding competency rules that would restrict this.
2. Dutch law will be applied to all existing legal relations between Onetomarket and the Principal, including the precontractual legal relations.
3. A dispute is deemed to exist, if one of the contractual parties announces it.