Terms and Conditions
Last updated 15 May 2018
Article 1. General
- These conditions apply to every offer, quotation and agreement between Little Sheep Animation Studio hereinafter referred to as: “contractor”, and a Client to which the Contractor has declared these conditions applicable, as far as the parties have not expressly deviated from these conditions in writing.
- The present terms and conditions also apply to agreements with the Contractor, for the execution of which the Contractor must involve third parties.
- These terms and conditions have also been written for the employees of the Contractor and its management.
- The applicability of any purchase or other conditions of the Client is expressly rejected.
- If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. The Contractor and the Client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.
- If there is a lack of clarity regarding the interpretation of one or more provisions of these terms and conditions, the interpretation must be made ‘in the spirit’ of these provisions.
- If a situation arises between the parties that is not regulated in these terms and conditions, this situation must be assessed in the spirit of these terms and conditions.
- If the Contractor does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the Contractor would to any extent lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2. Quotations and offers
- All quotations and offers from the Contractor are without obligation and are valid for a maximum of sixty days, unless a term for acceptance has been set in the quotation. If no acceptance period has been set, no rights can be derived in any way from the quotation or offer if the product to which the quotation or offer relates is no longer available in the meantime.
- The Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
- The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless indicated otherwise.
- If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the Contractor is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise.
- A composite quotation does not oblige the Contractor to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration; execution terms, transfer of risk, execution and amendment of the agreement
- The agreement between the Contractor and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
- If a term has been agreed or specified for the performance of certain activities or for the delivery of certain items, this is never a strict deadline. If a term is exceeded, the Client must therefore give the Contractor written notice of default. The Contractor must be offered a reasonable term to still implement the agreement.
- The Contractor will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Een en ander op grond van de op dat moment bekende stand der wetenschap.
- The Contractor has the right to have certain activities performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
- If work is performed by the Contractor or third parties engaged by the Contractor in the context of the assignment at the location of the Client or a location designated by the Client, the Client will provide the facilities reasonably desired by those employees free of charge.
- Delivery takes place ex works of the Contractor. The Client is obliged to take delivery of the goods the moment they are made available to him. If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the Contractor is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation is transferred to the Client at the moment when goods are available to the Client.
- The Contractor is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
- If the agreement is executed in phases, the Contractor may suspend the execution of those parts that belong to a following phase until the Client has approved the results of the preceding phase in writing.
- The Client shall ensure that all data, which the Contractor indicates are necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, are provided to the Contractor in a timely manner. If the information required for the execution of the agreement has not been provided to the Contractor in time, the Contractor has the right to suspend the execution of the agreement and/or to charge the additional costs resulting from the delay to the Client in accordance with the then usual rates bring. The execution period will not commence until after the Client has made the data available to the Contractor. The Contractor is not liable for damage, of whatever nature, because the Contractor relied on incorrect and/or incomplete information provided by the Client.
- If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement it, the parties will proceed to adjust the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the agreement is changed in qualitative and/or quantitative terms as a result, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. The Contractor will provide a price quotation in advance as much as possible. Furthermore, by changing the agreement, the originally stated term of execution can be changed. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.
- If the agreement is amended, including a supplement, the Contractor is entitled to implement it only after approval has been given by the person authorized within the Contractor and the Client has agreed to the price quoted for the execution and other conditions, including the time to be determined at which time it will be implemented. Not or not immediately executing the amended agreement does not constitute a breach of contract on the part of the Contractor and is no ground for the Client to terminate or cancel the agreement.
- Without being in default, the Contractor may refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
- If the Client should be in default in the proper fulfillment of what he is obliged to towards the Contractor, then the Client is liable for all damage on the part of the Contractor as a result, directly or indirectly.
- If the Contractor agrees on a fixed fee or fixed price with the Client, the Contractor is nevertheless entitled at all times to increase this fee or this price without the Client being entitled in that case to dissolve the agreement for that reason, if the increase of the price arises from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when the agreement was entered into.
- If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to invoke Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to to dissolve the agreement by means of a written statement, unless the Contractor is then still prepared to perform the agreement on the basis of what was originally agreed; – if the price increase results from an authority or an obligation resting on the Contractor under the law; – if it has been stipulated that the delivery will take place more than three months after the conclusion of the agreement; – or, in the case of delivery of an item, if it has been stipulated that the delivery will take place more than three months after the purchase.
Article 4. Suspension, dissolution and early termination of the agreement
- The Contractor is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not, not fully or not timely fulfill the obligations under the agreement, after the conclusion of the agreement, the Contractor becomes aware of circumstances that give good reason to fear that the Client will not fulfill its obligations if the Client was requested to provide security for the fulfillment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient or if due to the delay on the part of the The Client can no longer be expected to fulfill the agreement under the originally agreed conditions.
- Furthermore, the Contractor is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be required of the Contractor.
- If the agreement is dissolved, the Contractor’s claims against the Client are immediately due and payable. If the Contractor suspends the fulfillment of its obligations, it will retain its rights under the law and the agreement.
- If the Contractor proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs incurred in any way.
- If the dissolution is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
- If the Client fails to fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, the Contractor is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client, by virtue of of breach of contract, but is obliged to pay compensation or indemnification.
- If the agreement is terminated prematurely by the Contractor, the Contractor will arrange for the transfer of work still to be performed to third parties in consultation with the Client. This unless the termination is attributable to the Client. If the transfer of the work entails additional costs for the Contractor, these will be charged to the Client. The Client is obliged to pay these costs within the specified term, unless the Contractor indicates otherwise.
- In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contractor is free to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, the Contractor’s claims against the Client are immediately due and payable.
- If the Client cancels an order placed in whole or in part, the work that was performed and the items ordered or prepared for it, plus any delivery costs thereof and the working time reserved for the execution of the agreement, will be charged to the Client in full.
Article 5. Force majeure
- The Contractor is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, and is not for its account under the law, a legal act or generally accepted standards.
- In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in the law and jurisprudence, all external causes, foreseen or unforeseen, over which the Contractor can exercise no influence, but as a result of which the Contractor is unable to fulfill its obligations. . Strikes in the company of the Contractor or of third parties included. The Contractor also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Contractor should have fulfilled its obligation.
- The Contractor may suspend the obligations under the agreement during the period that the force majeure continues. 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.
- Insofar as the Contractor has partially fulfilled or will be able to fulfill 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, the Contractor is entitled to separately invoice the part already fulfilled or to be fulfilled. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 6. Payment and collection costs
- Payment must always be made within 14 days of the invoice date, in a manner to be indicated by the Contractor in the currency in which the invoice is made, unless otherwise indicated in writing by the Contractor. Payment will be made in two installments, the first fifty percent of the total quotation sum before the start of the first work by the Contractor, but at the latest within six months after approval of the quotation. The second term (fifty percent) after delivery of products/services provided. With a maximum of one calendar year (after invoicing the first instalment) within which the second instalment is invoiced, unless otherwise agreed.
- If the Client fails to pay an invoice on time, the Client is legally in default. In that case, the Client owes an interest of 11% (eleven percent) per year, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due and payable will be calculated from the moment the Client is in default until the moment of payment of the full amount owed.
- The Contractor has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. The Contractor may, without being in default as a result, refuse an offer of payment if the Client designates a different order for the allocation of the payment. The Contractor may refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid.
- The Client is never entitled to set off the amount owed by it to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation. The Client who cannot invoke Section 6.5.3 (Articles 231 to 247 Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
- If the Client is in default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the Contractor has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs owed.
Article 7. Retention of title
- The goods delivered by the Contractor under the agreement remain the property of the Contractor until the Client has properly fulfilled all obligations under the agreement(s) concluded with the Contractor.
- The delivered by the Contractor, which pursuant to paragraph 1. is subject to retention of title, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or in any other way encumber that which falls under the retention of title.
- The Client must always do everything that can reasonably be expected of it to safeguard the Contractor’s property rights. If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Client is obliged to immediately inform the Contractor of this. Furthermore, the Client undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to the Contractor on first request. In the event of any payment from the insurance, the Contractor is entitled to these tokens. Insofar as necessary, the Client undertakes in advance towards the Contractor to cooperate with everything that may (prove) be necessary or desirable in that context.
- In the event that the Contractor wishes to exercise its property rights referred to in this article, the Client gives unconditional and irrevocable permission in advance to the Contractor and third parties to be designated by the Contractor to enter all those places where the Contractor’s properties are located and to take them back. .
Article 8. Warranties, Research and Complaints, Limitation Period
- The goods to be delivered by the Contractor meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended under normal use.
- The guarantee referred to in paragraph 1 of this article applies for a period of two weeks after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise.
- After delivery of the video production, a change can only be applied once. This change may only relate to the assembly of the completed production.
- Any form of warranty will lapse if a defect has arisen as a result of or arises from injudicious or improper use thereof or incorrect storage or maintenance thereof by the Client and/or by third parties if, without the written consent of the Contractor, the Client or third parties make changes. have applied or attempted to apply, or if they have been processed or processed in a manner other than that prescribed. The Client is also not entitled to a warranty if the defect is caused by or is the result of circumstances beyond the Contractor’s control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
- The Client is obliged to inspect the delivered goods (or have them examined), immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the Client should investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to the Contractor in writing within seven days of delivery. Any non-visible defects must be reported to the Contractor in writing immediately, but in any event no later than fourteen days after discovery. The notification must contain as detailed a description as possible of the defect, so that the Contractor is able to respond adequately. The Client must give the Contractor the opportunity to investigate a complaint or have it investigated.
- If the Client makes a timely complaint, this does not suspend its payment obligation. In that case, the Client also remains obliged to purchase and pay for the items otherwise ordered and for what he has instructed the Contractor to do.
- If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.
- If it is established that a good is defective and a complaint has been made in good time, the Contractor will return the defective good within a reasonable term after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Client, at the Contractor’s discretion, replace or arrange for its repair or pay replacement compensation for it to the Client. In the event of replacement, the Client is obliged to return the replaced item to the Contractor and to transfer the ownership thereof to the Contractor, unless the Contractor indicates otherwise.
- If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by the Contractor as a result, will be borne in full by the Client.
- After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
- Contrary to the statutory limitation periods, the limitation period for all claims and defenses against the Contractor and the third parties involved by the Contractor in the execution of an agreement is one year.
Article 9. Liability
- If the Contractor should be liable, this liability is limited to what is regulated in this provision.
- The Contractor is not liable for damage, of whatever nature, caused by the fact that the Contractor relied on incorrect and/or incomplete information provided by or on behalf of the Client.
- If the Contractor should be liable for any damage, the Contractor’s liability is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.
- The Contractor’s liability is in any case always limited to the amount paid out by its insurer, where appropriate.
- The Contractor is only liable for direct damage.
- Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to correct the Contractor’s defective performance to comply with the agreement, insofar as these can be attributed to the Contractor and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. The Contractor is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Contractor or its managerial subordinates.
Article 10. Disclaimer
- The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to someone other than the Contractor. If the Contractor should be held liable by third parties for this reason, the Client is obliged to assist the Contractor both in and out of court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, the Contractor is entitled to do so itself, without notice of default. All costs and damage on the part of the Contractor and third parties arising as a result will be entirely at the expense and risk of the Client.
Article 11. Intellectual Property
- The Contractor reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. The Contractor has the right to use the knowledge gained by the execution of an agreement for other purposes, insofar as no strictly confidential information of the Client is disclosed to third parties. The raw images made during the recording of a video production remain the property of the contractor. The client can gain insight into these raw images for a predetermined fee. When the raw images are reassembled by a third party, the contractor is entitled to charge costs for this to the client or third party.
Article 12. Applicable law and disputes
- All legal relationships to which the Contractor is a party are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The court in the Contractor’s place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the Contractor has the right to submit the dispute to the competent court according to the law.
- The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.