Debt Collection Agency
De Incassokamer BV

Terms and Conditions

General terms and conditions of sale, delivery and payment
De Incassokamer B.V.
Lange Dreef 27
8302 EM Emmeloord
The Netherlands

January 2010

ARTICLE 1: APPLICABILITY

• These terms and conditions apply to all offers, sales and deliveries by De Incassokamer B.V., hereinafter referred to as De Incassokamer B.V., made to a third party, to all work carried out by De Incassokamer B.V. on instruction of a third party, and to all agreements in the broadest sense of the word entered into by De Incassokamer B.V., with a third party.
• These terms and conditions apply inside and outside the Netherlands, regardless of the place of residence or registered office of the parties involved in any agreement, and regardless of the place where the agreement was formed or should have been performed.
• If the purchaser/client has their own purchase conditions in place, these purchase conditions will not be binding on De Incassokamer B.V., in so far as they deviate from these terms and conditions of delivery.
• Any deviation from these terms and conditions applied/allowed by De Incassokamer B.V., at any time to the benefit of the purchaser/client can never be construed as the latter's right to subsequently rely on such deviation or to claim the application of such deviation for him/her as an established fact.
• Stipulations departing from these terms and conditions are only valid if and in so far as the De Incassokamer B.V. has expressly confirmed those to the client in writing.

ARTICLE 2: OFFERS

• All offers and quotations are without any obligation, unless explicitly stated otherwise. They have been made to the best of De Incassokamer B.V's knowledge and are based on data that may have been included with the request for an offer.
• The specifications provided by De Incassokamer B.V., on websites, in images, catalogues, brochures or drawings or in any other way relating to size, capacity, performance, colour, material structure, finish or results should be regarded as having been provided as by approximation only and as having been provided without obligation.
  De Incassokamer B.V. is not bound by these specifications and therefore does not accept any liability for any incorrectness in these data.

ARTICLE 3: ORDERS/AGREEMENTS

• An order is understood to mean: every agreement with De Incassokamer B.V., regardless of whether it undertakes to carries out work or makes staff, material or space available or carries out any other performance whatsoever, all this in the broadest sense.
• All agreements entered into with De Incassokamer B.V. will only become binding upon a written confirmation by De Incassokamer B.V. or due to De Incassokamer B.V. having commenced the execution of the order. Any supplements or changes to the aforementioned agreements will only become binding on De Incassokamer B.V. after and in so far as these have been accepted and confirmed in writing by De Incassokamer B.V. The purchaser/client will be deemed to have accepted changes or supplements to agreements entered into with De Incassokamer B.V., if the purchaser/client has not objected in writing to these changes and/or supplements within 8 days after he has or could have taken cognizance of these changes and/or supplements. The purchaser/client is deemed to have knowledge of said changes and/or supplements the moment De Incassokamer B.V. has commenced the work to which these changes and/or supplements relate.
  Only the Board of Directors, and any persons explicitly authorised by the Board of Directors to this end, can and may enter into agreements on behalf of De Incassokamer B.V.
• Unless explicitly agreed otherwise in writing, De Incassokamer B.V. is at all times entitled to have part of the order or the entire order carried out by third parties, whereby these terms and conditions also apply in the favour of these third parties, provided however that De Incassokamer B.V. authorises such third parties in writing - subsequently if required, - to rely on these terms and conditions without this authorisation resulting in any obligations for De Incassokamer B.V.
• De Incassokamer B.V. can never be obliged to accept collection and/or other work. Acceptance must always be in writing and De Incassokamer B.V. is allowed to refuse orders without having to state reasons.
• If the client issues an order to De Incassokamer B.V. to collect a claim, the client authorises De Incassokamer B.V. to carry out all required collection and legal acts in his/her name which in the view of De Incassokamer B.V. are necessary and/or useful. This authorisation includes:
  • both written and telephone approaches of the debtor, as well as carrying out a (financial) investigation into the debtor (or having this done).
  • charging the debtor interest and costs
  • taking receipt of monies
  • depending on the circumstances of the case, coming to a (reasonable) payment arrangement
  • starting proceedings (or having this done) before a legal institution including arbitration councils and such like.
  • freely and at its own discretion engaging third parties.
  • Please note: De Incassokamer B.V. is entitled to request an advance for the work it is to carry out, which advance is settled with the client on completion of the collection order.
    • Payment has been made when the debtor has paid the claim to De Incassokamer B.V. or directly to the client or to third parties for the benefit of the client.
    • Payment is equated with a consideration undertaken by the debtor towards the client and accepted by the client or a setoff of claims.
    • If the client withdraws a collection order, comes to a payment arrangement without consulting De Incassokamer B.V. and/or comes to a settlement with the debtor, or abandons further collection action or despite a notice of default fails to notify De Incassokamer B.V., De Incassokamer B.V. is entitled to charge collection costs over the claim put forward for collection as if it had been collected in full.
    • Each payment will first be regarded as having been made in settlement of the costs made by or on behalf of De Incassokamer B.V. and subsequently to settle interest due and finally the principal sum.

ARTICLE 4: LIABILITY

• Subject to the provisions in article 10 of these terms and conditions, De Incassokamer B.V. is not liable for any loss, either directly or indirectly which results from the delivered goods failing to correspond to the agreement, unless this is due to its intentional act or gross negligence.
• If De Incassokamer B.V. should be liable for any loss under the agreement for any other reason, the compensation payable by De Incassokamer B.V. shall not exceed the invoice amount (exclusive of turnover tax) with regard to the respective goods and/or services, with a maximum of EUR 11,500 (in words: eleven thousand five hundred euros).
• A reliance on one or more Articles in these terms and conditions does not suspend the purchaser's/client's payment obligation towards De Incassokamer B.V.

ARTICLE 5: PERIOD AND LOCATION OF DELIVERY

• The delivery periods referred to in the offers, confirmations and contracts are made to the best of De Incassokamer B.V.'s knowledge and will be complied with as far as possible, but do not bind De Incassokamer B.V.
• If these periods are exceeded due to whatever cause, the purchaser/client is never entitled to compensation, termination of the agreement or non-compliance with any obligation which may arise for them from the respective agreement or from any other agreement whether or not connected with this agreement.
• If the delivery period is exceeded by a wide margin, such at the discretion of De Incassokamer B.V., De Incassokamer B.V. will enter into further consultation with the purchaser/client.
• Delivery is ex works De Incassokamer B.V. or any other location to be decided by De Incassokamer B.V.
• If goods sold or services offered by De Incassokamer B.V. are not accepted after they have been offered to the purchaser/client, they will be available to the purchaser/client for a period of three weeks. Throughout this period, the goods are stored for the purchaser's/client's account. After the period mentioned above, the total amount that would be payable on purchase or performance, plus the costs and interest, can be claimed from the purchaser/client, even without delivery of said goods or services. Payment will then be deemed to have been made as compensation to De Incassokamer B.V.
• If the purchaser/client does not comply with any obligation arising from this agreement or any other agreement connected with the order or does not do so in time, De Incassokamer B.V., upon informing the purchaser/client in writing that he is default, without judicial intervention, will be entitled to suspend the performance, without De Incassokamer B.V. being held to pay any compensation.

ARTICLE 6: TRANSPORT AND TRANSPORT RISK

• The choice of the means of transport is for De Incassokamer B.V. to decide.
• The transport of the goods and documents ordered from De Incassokamer B.V. is for the purchaser's/client's account.
• From the moment of dispatch, all goods and documents ordered from De Incassokamer B.V. travel at the purchaser's/client's risk. In addition, if delivery carriage paid to the delivery address has been agreed, the purchaser/client will be liable for any damage sustained during transport.
• The goods and documents are exclusively delivered to ground-floor level. If goods and documents are to be delivered at a location other than at ground-floor level, the additional costs and risks are to be borne entirely by the purchaser/client.
• On arrival of the goods and documents, the purchaser/client must check the condition of the goods. If it then becomes apparent that the goods, documents or materials have sustained damage, he must take all measures to obtain compensation from the carrier. By signing the receipt provided by or on behalf of De Incassokamer B.V., the purchaser/client declares he has received the goods and documents in good condition.

ARTICLE 7 OBLIGATIONS OF THE CLIENT DURING COLLECTION

• The client must notify De Incassokamer B.V. immediately if he receives payment in a current collection case, issues a credit note, receives a return shipment, arrives at a settlement or of any other circumstance which results in a change in the amount to be collected.
• The client is obliged to keep all the information provided to him/her by De Incassokamer B.V. in the context of a collection order, confidential and not transfer or make such available to third parties.
• If the client wishes to transfer a number of claims for collection, he/she shall at the request of De Incassokamer B.V. make efforts to deliver such in a manner suitable for automated processing and comply with any further instructions and guidelines to be provided by De Incassokamer B.V. in this respect.
• The client shall hand over all documents required for collection to De Incassokamer B.V.
• After issuing the collection order to De Incassokamer B.V., the client shall refrain from carrying out collection activities in respect of the transferred claim.
• If and in so far as the client receives additional documents from the debtor after the time the order has been issued, he/she shall immediately hand such to De Incassokamer B.V. or have them provided to it in any other manner.
• The client is expressly forbidden to reproduce, disclose and/or exploit products of De Incassokamer B.V., including computer programs, system designs, working methods, framework contracts/contracts and advice. This whether or not with the intervention of third parties.

ARTICLE 8: PRICES AND COSTS

• De Incassokamer B.V. determines an individual price or fee for each order. This price or fee is only intended as the amount payable for the performance to be delivered by De Incassokamer B.V., including the costs normally associated with the performance. The prices mentioned in the offer are based on the cost price factors, rates, wages, taxes, rights, expenses, cargo etc. known at the time. In the event of an increase of any of these factors, De Incassokamer B.V. will be entitled to change the offered (selling) price accordingly.
• In addition to the provisions referred to above under 8(a), De Incassokamer B.V. is at any time entitled to change it fees. The client is then entitled to either terminate the agreement (early) or continue the agreement on the basis of the new fee.
• The client is not entitled to terminate the agreement (early) if the change of the fee is a result of a government measure.
• Therefore, the price or fee does not include any levies imposed by the government or other bodies, including fines, insurance premiums etc.
• De Incassokamer B.V. is entitled to demand down payments, or a deposit or security (in the form of a bank guarantee) in advance.

ARTICLE 9: TERMS AND CONDITIONS OF PAYMENT

• Unless explicitly agreed otherwise in writing, payment of invoices sent by De Incassokamer B.V. must be made within 8 (eight) days from the invoice date, without deduction of discounts and without any form of setoff.
• De Incassokamer B.V. is entitled to apply a prompt payment discount of minimum 2%, but only if this is explicitly stated in the invoice. This prompt payment discount may be deducted from the invoice amount if the invoice amount is paid within 14 days from the invoice date.
• All payments, without deduction or setoff, are to be made at the offices of De Incassokamer B.V. or into a bank or giro account to be designated by De Incassokamer B.V..
• Discounts can only be granted upon mutual consultation between De Incassokamer B.V. and the purchaser/client. Unless explicitly agreed otherwise in writing, these are one-off discounts. In the event of subsequent transactions there can be no reliance on previous discounts.
• De Incassokamer B.V. is entitled to offset its invoices with any monies it still has to transfer to the client and/or to its operating companies. In addition, De Incassokamer B.V. is only obliged to transfer any monies of the client in its possession relating to a file after such file has been finalised in full.

ARTICLE 10 COMPLAINTS

• Any complaints about the delivery of goods, the services provided and invoice amounts, must be submitted to De Incassokamer B.V. in writing by registered letter within eight days upon receipt of the products, services or the respective invoices, specifying the facts to which the complaints relate. The purchaser's/client's right to complain lapses in respect of goods processed by it or on its behalf.
• Complaints relating to the stipulations in these terms and conditions as referred to in, inter alia, Section 6:233, under a, of the Dutch Civil Code (voidness regarding one or multiple stipulations on the grounds of such being unreasonably onerous) must also be submitted to De Incassokamer B.V. in writing by registered letter within eight days upon taking cognizance of these terms and conditions or the time at which these could reasonably have been taken cognizance of, specifying the facts to which the complaints relate. The right to complain lapses the moment the agreement is formed. The purchaser/client waives any subsequent reliance on the grounds of one or multiple stipulations in these terms and conditions being unreasonably onerous, this in so far as the stipulations felt to be unreasonably onerous are not prescribed as mandatory by law.
• If the complaints submitted do not comply with the provisions above, they can no longer be received, and the purchaser/client will be deemed to have approved the delivered goods and/or performed services. If in De Incassokamer B.V.'s opinion a justified complaint has been submitted, it will have the right to either pay the purchaser/client a sum in compensation to be decided in mutual consultation, or proceed to make a new delivery while keeping the current agreement unchanged, such under the purchaser's/client's obligation to return to De Incassokamer B.V. the incorrect or faulty good(s) delivered carriage paid; all this at the discretion of De Incassokamer B.V.
• De Incassokamer B.V. will only be obliged to take cognizance of complaints submitted if at the time the complaints are submitted, the purchaser/client involved has complied with all his existing obligations towards De Incassokamer B.V. in full, regardless of what these obligations consist of and from whatever agreement they arise.
• Return shipments insufficiently packed or bearing insufficient postage will be refused by De Incassokamer B.V.. All return shipments from purchasers or clients are for their account and risk.

ARTICLE 11: CANCELLATION/TERMINATION AND SUSPENSION

• If the purchaser/client is or remains in default in any way with his obligations relating to deliveries made or activities previously performed by De Incassokamer B.V., or pursuant to other obligations, De Incassokamer B.V. has the right to suspend its obligations towards the purchaser/client or to cancel/terminate the underlying agreements in whole or in part. The same applies if the nature of the claim and/or the purchaser/client could jeopardize De Incassokamer B.V.'s reputation. All this without the purchaser/client being able to hold De Incassokamer B.V. liable in any way and without prejudice to the rights accruing to De Incassokamer B.V.
  De Incassokamer B.V. will also have this right if the purchaser/client is declared bankrupt, has applied for a moratorium, the Debt Management (Natural Persons) Act (Wet Schuldsanering Natuurlijke Personen - WSNP) is declared applicable, other forms of debt supervision or a winding-up of the company or business activities occurs, or if - by De Incassokamer B.V.'s criteria - these circumstances threaten to occur. All claims De Incassokamer B.V. has on the purchaser/client will then become immediately due and payable.
• If the buyer/client wishes to terminate/cancel the agreement(s) it has entered into with De Incassokamer B.V., De Incassokamer B.V. will also be entitled to demand performance of the agreement(s) entered into, or, such at the discretion of De Incassokamer B.V., the buyer/client will owe cancellation charges amounting to the normal pricing for a successful collection / advice provided. Where it relates to non-commodities of De Incassokamer B.V., the cancellation charges are minimum 30% of the sales value.

ARTICLE 12: COMPENSATION IN THE CASE OF LATE-PAYMENT OR NON-PAYMENT

• If payment of the invoices sent by De Incassokamer B.V. has not occurred within 14 (fourteen) days from the invoice date, the buyer/client will be deemed to be in default by operation of law and De Incassokamer B.V. will be entitled, without further notice of default being required, to charge interest to the buyer/client on the full amount payable by it, from the due date, at the statutory default interest rate with a minimum of 1% per month or part of a month, without prejudice to any other rights of De Incassokamer B.V., including the right to claim all costs associated with the collection from the purchaser/client, both judicial and extrajudicial costs, the latter set in advance at 15 % of the amount to be claimed with a minimum of EUR 250 (in words: two hundred and fifty euros).

ARTICLE 13: RETENTION OF TITLE

• As long as the purchaser/client has not made full payment to De Incassokamer B.V. for goods, parts and installations delivered to him by De Incassokamer B.V. and/or work carried out for him by De Incassokamer B.V., these goods and/or materials, which are for the purchaser's/client's account and risk, will remain the undisputed property of De Incassokamer B.V.
• If a purchaser/client does not comply with any obligation from the agreement with respect to the goods sold and/or work carried out, De Incassokamer B.V., without any notice of default being required, has the right to take the goods or materials back, in which case the agreement will be terminated without any judicial intervention, without prejudice to the right of De Incassokamer B.V. to claim compensation at law or extrajudicially for any loss suffered or yet to be suffered by De Incassokamer B.V., including losses incurred, lost profit, interest, transport costs etc.
• De Incassokamer B.V. reserves the right to actually retain goods, tools, materials, vehicles, money, negotiable instruments, (financial) documents et cetera which it has obtained from the purchaser/client under whatever title, until the purchaser/client has fully complied with his financial and other obligations towards De Incassokamer B.V.

ARTICLE 14: FORCE MAJEURE

• In the event of force majeure, De Incassokamer B.V. is no longer obliged to comply with its obligations towards the purchaser/client. Force majeure includes such events and situations which have a clearly identifiable and direct influence on the company De Incassokamer B.V. , such as serious interruptions of its production process, war (also outside the Netherlands), riot, epidemic, fire, traffic disruption, strike, exclusion, loss or damage during transport, accident or sickness among its staff, import restrictions or other limitations imposed by governments etc. De Incassokamer B.V. will be discharged from its obligations regardless of whether force majeure occurred in its own company or elsewhere, such as in the companies of suppliers, carriers, wholesalers etc.
• In the event of impediments to the performance of the agreement due to force majeure, De Incassokamer B.V. will be entitled, without judicial intervention, to suspend the performance of the agreement for a period not exceeding six months, or to terminate the agreement in whole or in part, this at the discretion of De Incassokamer B.V. The purchaser/client will receive a written notice of such decision made by De Incassokamer B.V.

ARTICLE 15: DESIGN PROTECTION

• De Incassokamer B.V. expressly reserves any copyright or other immaterial protective rights vested in all products produced for, and services delivered to, the purchaser/client. The use or alternative use of designs and/or ideas of De Incassokamer B.V. is strictly prohibited, unless De Incassokamer B.V. has granted explicit approval for such in writing and all conditions stipulated by De Incassokamer B.V. in this respect have been fully complied with.
• If the purchaser/client does not comply with the provisions as set out under 15a, De Incassokamer B.V. will be entitled, without any further notice of default and/or judicial intervention being required, to claim a fine of at least EUR 11,500 (in words: eleven thousand five hundred euros) per day or a part thereof as long as this non-compliance continues.

ARTICLE 16: GUARANTEES

• De Incassokamer B.V. expressly reserves any copyright or other immaterial protective rights vested in all products produced for, and services delivered to, the purchaser/client. The use or alternative use of designs and/or ideas of De Incassokamer B.V. is strictly prohibited, unless De Incassokamer B.V. has granted explicit approval for such in writing and all conditions stipulated by De Incassokamer B.V. in this respect have been fully complied with.
• If a guarantee is provided by De Incassokamer B.V. but no guarantee clause has been provided, the guarantee term will not exceed six months after delivery of the respective goods. The purchaser/client must also first notify De Incassokamer B.V. of his request in writing by registered letter.
• The guarantee includes repair or replacement of the goods delivered, at the discretion of De Incassokamer B.V. Outside contingency can never lead to De Incassokamer B.V. being held to provide any guarantee.
• The goods accepted for repair will in all cases remain at the risk of the purchaser/client when these goods are held at De Incassokamer B.V., or at a third party engaged for that purpose by De Incassokamer B.V.

ARTICLE 17: APPLICABLE LAW AND COMPETENT COURT

• All offers, orders and agreements to be entered into with De Incassokamer B.V. are exclusively governed by Dutch law. De Incassokamer B.V. is free to depart from this and to opt for the law of the country in which the purchaser/client is based or for European law. De Incassokamer B.V. may also rely on the provisions in the Vienna Sales Convention. All this without the purchaser/client having to be notified of this in advance.
• All disputes will be submitted to the competent Court in the District Zwolle/Lelystad or to another competent judicial authority, such at the discretion of De Incassokamer B.V.
• If any article or paragraph of these general terms and conditions becomes invalid, the other articles will remain valid.