General Terms and Conditions__________ E-mail: emaebia@esq.nl Website: https://emeabizagency.com/ Article 1 – Definitions

1. Company: EMEA BIA BV, established in Geertruidenberg, Chamber of Commerce number 91360226.
2. Customer: the person with whom EMEA BIA has entered into an agreement.
3. Parties: EMEA BIA and Customer together.

Article 2 – Applicability

1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of EMEA BIA.
2. EMEA BIA and the Customer can only deviate from these terms and conditions if this has been agreed in writing.
3. __________ and the Customer expressly exclude the applicability of the general terms and conditions of the Customer or others.

Article 3 – Offers and quotations

1. Offers and quotations from EMEA BIA are without obligation, unless expressly stated otherwise.
2. An offer or quotation is valid for a maximum of 2 weeks, unless there is a different period in the offer or quotation.
3. If the Customer does not accept an offer or quotation within the applicable period, the offer or quotation will lapse.
4. Offers and quotations do not apply to repeat orders, unless EMEA BIA and the Customer agree in writing.

Article 4 – Acceptance Upon acceptance of a non-binding offer or offer, EMEA BIA may withdraw the quotation or offer within 3 days after receipt of the acceptance, without the Customer being able to derive any rights from this.   Article 5 – Prices

1. EMEA BIA uses prices in euros, including VAT and excluding any other costs such as administration or shipping costs, unless otherwise agreed in writing.
2. EMEA BIA may always change the prices of its services and products on its website and in other communications.
3. EMEA BIA may adjust the prices annually.

Article 6 – Payments and payment term

1. EMEA BIA may require a deposit of up to 50% of the agreed amount when entering into the agreement.
2. The Customer must have made a payment afterwards within 7 days of delivery.
3. The payment terms used by EMEA BIA are strict payment terms. This means that if the Customer has not paid the agreed amount no later than the last day of the payment term, he is automatically in default and in default, without EB having to send a reminder or give notice of default to the Customer.
4. EMEA BIA may make a supply subject to immediate payment or require a security for the total amount of the services or products.

Article 7 – Consequences of late payment

1. If the Customer does not pay within the agreed period, EMEA BIA may charge the statutory interest of 2% per month for non-commercial transactions and the statutory interest of 8% per month for commercial transactions from the day the Customer is in default, whereby part of a month is charged for a whole month.
2. In addition, if the Customer is in default, he must pay in full all extrajudicial collection costs and any compensation to EMEA BIA.
3. The collection costs are calculated as is, meaning all costs will be borne by the Customer.
4. If the Customer does not pay on time, EMEA BIA may suspend its obligations until the Customer has paid.
5. In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the Customer, the claims of EMEA BIA against the Customer are immediately due and payable.
6. If the Customer refuses to cooperate in the execution of the agreement by EMEA BIA, he must still pay the agreed price.

Article 8 – Right of suspension The Customer hereby waives the right to suspend the performance of any obligation arising from this agreement. Article 9 –  Set-off The Customer waives his right to set off a debt to EMEA BIA against a claim on EMEA BIA.  Article 10 – Guarantee If the Customer and EMEA BIA have entered into an agreement with a service character, this only contains an obligation of best efforts for EMEA BIA and therefore no obligation of result. Article 11 – Execution of the agreement

1. EMEA BIA executes the agreement to the best of its knowledge and ability and according to the requirements of good workmanship.
2. EMEA BIA may have the agreed service performed in whole or in part by others.
3. The execution of the agreement takes place in consultation and after a written agreement and payment of any advance by the Customer.
4. The Customer must ensure that EMEA BIA can start the execution of the agreement on time.
5. If the Customer does not ensure that EMEA BIA can start on time, the resulting additional costs will be borne by the Customer.

Article 12 – Provision of information by the Customer

1. The Customer shall make all information, data and documents relevant to the correct execution of the agreement available to EMEA BIA in a timely manner and in the desired form.
2. The Customer guarantees the accuracy and completeness of the information, data and documents made available, even if they come from third parties, insofar as the nature of the agreement does not result otherwise.
3. If the Customer does not make available the information, data or documents reasonably required by EMEA BIA, on time or not properly and if the execution of the agreement is delayed as a result, the resulting extra costs and extra hours will be borne by the Customer.

Article 13 – Duration of service agreement

1. The agreement between EMEA BIA and the Customer regarding a service or services is entered into for an indefinite period, unless something else arises from the nature of the agreement or is agreed otherwise.
2. If the Customer enters into a fixed-term agreement, this will be tacitly converted into an agreement for an indefinite period after the expiry of the term, unless 1 of the parties terminates the agreement with due observance of a notice period of 3 months, or a consumer terminates the agreement with due observance of a notice period of 1 month, as a result of which the agreement automatically ends.

Article 14 – Termination of service for an indefinite period The Customer can terminate an agreement for a service for an indefinite period with a notice period of 3 months. Article 15 – Confidentiality

1. The Customer shall keep secret any information, in whatever form, that he receives from EMEA BIA.
2. The same applies to all other information concerning EMEA BIA that the Customer knows or can reasonably suspect is secret or confidential, or that he can expect to cause damage to EMEA BIA.
3. The Customer shall take all necessary measures to ensure that he keeps the information in paragraphs 1 and 2 secret.
4. The obligation of confidentiality set out in this Article shall not apply to information:
   • that was already public before the Customer learned of this information or that later became public without this being the result of a breach of the Customer’s duty of confidentiality
   • which is made public by the Customer on the basis of a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 5 years after its expiry.

Article 16 – Penalty clause

1. If the Customer violates the article on confidentiality or intellectual property, he must pay EMEA BIA an immediately due and payable fine of € 5.000,00 for each violation.
2. The Customer must pay the fine in paragraph 1 without the need for a notice of default or legal proceedings. There also does not have to be any damage.
3. EMEA BIA may, in addition to the fine in paragraph 1, also claim compensation from the Customer.

Article 17 – Indemnification

1. The Customer indemnifies EB against all claims of others related to the products and/or services provided by EMEA BIA.

Article 18 – Complaints

1. The Customer must investigate a product or service provided by EMEA BIA for any shortcomings as soon as possible.
2. If a delivered product or service does not meet what the Customer could reasonably expect, the Customer must inform EMEA BIA within 1 month after the delivery of the service providing as detailed a description as possible of the shortcoming, so that EMEA BIA can respond appropriately.

Article 19 – Notice of default

1. The Customer must notify EMEA BIA in writing of any notice of default.
2. The Customer is responsible for ensuring that his notice of default EMEA BIA actually reaches on time.

Article 20 – Liability of the Customer

1. When EMEA BIA enters into an agreement with several Customers, each of them is jointly and severally liable for fulfilling the agreements in that agreement.

Article 21 – Liability

1. EMEA BIA is only liable for damage suffered by the Customer when such damage is caused by intent or deliberate recklessness.
2. If EMEA BIA is liable for damage, this only applies to direct damage related to the execution of an underlying agreement.
3. EMEA BIA is not liable for indirect damage, such as consequential damage, loss of profit or damage to third parties.
4. When EMEA BIA is liable, this liability is limited to the amount paid out by a (professional) liability insurance. If no insurance is taken out or no damage amount is paid, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photographs, colours, drawings, descriptions on the website or in a catalogue are indicative only and cannot lead to any compensation, dissolution or suspension.

Article 22 – Expiry period

1. Any right of the Customer to compensation of EMEA BIA expires 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 23 – Dissolution

1. The Customer may cancel the agreement if EMEA BIA imputably fails to fulfil its obligations, unless this shortcoming does not justify the dissolution due to its special nature or minor significance.
2. If the fulfilment of the obligations by EMEA BIA is still possible, dissolution can only take place after EMEA BIA is in default.
3. EMEA BIA may cancel the agreement with the Customer, if the Customer does not fulfill his obligations under the agreement in full or in time, or if EMEA BIA has become aware of circumstances that give him good reason to believe that the Customer will not fulfill his obligations.

Article 24 – Force majeure

1. In addition to Article 6:75 of the Dutch Civil Code, a shortcoming of EMEA BIA by the Customer cannot be attributed to EMEA BIA in the event of force majeure.
2. The force majeure situation in paragraph 1 also includes:- a state of emergency such as a civil war or natural disaster- non-performance or force majeure of suppliers, delivery drivers or others- power, electricity, internet, computer or telecom failures- computer viruses- strikes- government measures- transport problems- bad weather conditions- work stoppages
3. If a force majeure situation occurs that prevents EMEA BIA from fulfilling 1 or more obligations towards the Customer, those obligations will be suspended until EMEA BIA can fulfil.
4. From the moment a force majeure situation has lasted at least 30 calendar days, both the Customer and EMEA BIA may cancel the agreement in writing in whole or in part.
5. EMEA BIA does not have to pay compensation to the Customer in a force majeure situation, even if EMEA BIA benefits from this.

Article 25 – Modification of general terms and conditions

1. EMEA BIA may change these terms and conditions.

 Article 26 – Transfer of rights

1. The Customer cannot transfer any rights from an agreement with EMEA BIA to others without the written consent of EMEA BIA.
2. This provision applies as a clause with property law effect as in Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 27 – Consequences of nullity or voidability

1. If 1 or more provisions of these general terms and conditions prove to be null and void or voidable, this will not affect the other provisions of these terms and conditions.
2. In that case, a provision which is void or voidable shall be replaced by a provision which is closest to what EMEA BIA had in mind when drawing up the conditions on that point.

 Article 28 – Applicable law and competent court

1. These general terms and conditions and any underlying agreement between the Customer and EMEA BIA are governed by Dutch law.
2. All disputes arising out of or in connection with this agreement will be resolved by the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters (“Netherlands Commercial Court” or “NCC District Court”), to the exclusion of the jurisdiction of any other courts. An action for interim measures, including protective measures, available under Dutch law may be brought in the NCC’s Court in Summary Proceedings (CSP) in proceedings in English. Any appeals against NCC or CSP judgments will be submitted to the Amsterdam Court of Appeal’s Chamber for International Commercial Matters (“Netherlands Commercial Court of Appeal” or “NCCA”). The NCC Rules of Procedure apply.

Compiled on October 16, 2023.