Article 1: Definitions
In these general terms and conditions, the following definitions shall apply:

User: Capital Advertising B.V., having its registered office and place of business in 's-Hertogenbosch;

Other party: the natural or legal person, or his legal successor, for whom services are provided and/or a job is contracted by or on behalf of the User;

Presentation: a proposal developed by user, containing the offer of one or more concepts of the advertising means to be further produced by user for the benefit of the other party and/or his profession or company, taking into account the wishes of the other party;

The work: an advertising project developed by the user, containing the means of advertising and/or services provided for the other party's profession or company or a specific part thereof;

Price: the monetary payment owed by the other party to the latter pursuant to any agreement with the user or on the basis of rates customary in the sector in which the user carries on his business;

Means of advertising: the literary, scientific or artistic works as referred to in Art. 10 of the Copyright Act 1912 (Act of 23 September 1912, S. 308), models and other communicative goods produced by the user for the public commendation of the profession or business of the other party, or a specific part thereof;

Force majeure: a shortcoming which cannot be attributed to user because it cannot be attributed to his fault, nor is it for his account by virtue of law, legal action or generally accepted practice, including the case where user is unable to perform his services due to the default or carelessness of third parties.

Article 2: Applicability
These general terms and conditions shall apply to all legal acts of the user and shall be deemed to have been handed over to the other party after an agreement as referred to in article 4 has been concluded.

Notwithstanding the provisions of the previous paragraph, the other party shall be entitled to inspect these general terms and conditions at the Chamber of Commerce and Industry in 's-Hertogenbosch, or to request the user to send a copy free of charge and without delay.

These general terms and conditions shall at all times prevail over those applied by the other party. Insofar as necessary, user hereby explicitly rejects the applicability of those general terms and conditions of the other party.

Article 3: Offers
All offers made by MSS are without obligation, unless otherwise agreed in writing.

Although the user shall exercise due care when formulating his offers, the other party can never derive any justified confidence in the correctness of the information contained therein, unless an agreement has been concluded in the manner stipulated in article 4.

Article 4: Acceptance/Content of agreement

An agreement shall be established between user and the other party with regard to
a. a work: if the other party accepts an offer from the user which may include an estimate of the price to be paid by the other party to the user upon completion of the work and the user confirms this acceptance, or if the user accepts an assignment from the other party in some other way;
b. a presentation: if the other party instructs the user to make a presentation and the user accepts this assignment, notwithstanding the possibility that written correspondence between the parties explicitly shows that a different type of agreement (in different ways as shown above) has been concluded.

The contents of the agreement concluded according to the first paragraph under a shall be derived from user's confirmation of user's offer accepted by the other party. Although the user shall take the utmost care to limit the price to be charged to the other party after completion of the work as much as possible, the other party cannot derive any rights or confidence from the estimate made by the user as referred to in the first paragraph under a.

The content of the agreement concluded according to the first paragraph under b shall be derived from the wording of the user's confirmation of the other party's order.

Article 5: Price
The price to be charged by user to the other party will be specified according to the rates and costs incurred by user. The final amount thus obtained shall be increased by turnover tax.

If during the term of the agreement there is a change in the user's costs as a result of any provision in a collective labour agreement, law, decision or decision of a (semi)governmental authority (including foreign governments) of a mandatory nature, or if circumstances occur outside the sphere of influence of the user which increase the cost price to such an extent that the user can no longer reasonably be required to maintain the agreed price, the other party declares now for then to agree to a change in that price, which will be further communicated by the user to the other party by means of the indication of objective criteria.

Article 6: Payment
The price referred to in article 6, first paragraph shall be paid by the other party within 14 days from the date of the invoice sent by the user to the other party. The other party may never invoke discount or settlement.

In the event of non-payment, late payment or incomplete payment by the other party within the term set by the user in accordance with these terms and conditions, the other party shall be deemed to be in default by the user and the full amount still outstanding in favour of the user shall be immediately due and payable, while the other party shall furthermore be obliged to pay interest to the user, equal to a percentage, which shall be 2% above the then applicable legal interest, all this without prejudice to the right of the user to claim dissolution of the agreement with damages or to suspend his obligations under the agreement, as further described in article 8.

The provisions of paragraph 2 shall also apply, on the understanding that the default for the other party shall immediately commence if:
a. the other party submits a request for a suspension of payment, is declared bankrupt or proceeds to divest itself of its assets;
b. the whole or part of the property of the other party is seized;
c. the other party ceases, disposes of or otherwise continues its business, or at least an essential part thereof.

All extrajudicial costs reasonably to be incurred by the user in order to obtain payment from the other party after the other party has entered into default, shall be at the expense of the other party and shall be calculated on the basis of the collection rate of the Netherlands Bar Association, with a minimum amount of € 250.= per invoice not (fully) paid.

Each payment by the other party shall first serve to settle any costs, damages and interest due and thereafter to discharge the oldest outstanding claim.

Article 7: Suspension/dissolution
In case of application of article 6, paragraphs 2 and 3, user shall be entitled to either suspend the fulfilment of his obligations towards the other party, or to dissolve the agreement without judicial intervention being necessary, whereby compensation of the full damage suffered by user may be claimed.

Apart from the case mentioned in the first paragraph, the user shall also be entitled to suspend the fulfilment of its obligations vis-à-vis the other party if circumstances become known after the agreement was concluded and give the user good reason to fear that the other party will not (fully) fulfil its obligations vis-à-vis the user, all this unless the other party pays an amount to be determined by the user in advance or provides security for the price to be paid by the user in another manner approved by the user.

If user is prevented by force majeure from performing its agreed services or delivering work, article 14 shall apply.