Oceanz B.V.

Article 1 Definitions

In these conditions, the following terms are used in the following sense, unless explicitly stated otherwise:

Oceanz: the private limited companies Oceanz BV and / or (legal) persons affiliated with it;

Customer : the other party of Oceanz; 

Goods : the goods produced by Oceanz on behalf of the Customer; 

Agreement : every agreement between Oceanz and Buyer; 

Article 2 General

2.1 The provisions of these terms and conditions apply to every offer, quotation, agreement and to any other legal relationship between Oceanz and the Purchaser, insofar as the parties have not explicitly deviated from these terms and conditions in writing. 

2.2 The applicability of the Customer's general terms and conditions is expressly excluded, unless the parties have agreed otherwise in writing. 

2.3 
If Oceanz concludes agreements with the Buyer more than once, the present conditions apply to all subsequent agreements, regardless of whether or not they have been explicitly declared applicable.

2.4 If one or more provisions in these terms and conditions are invalid or should be declared void, the remaining provisions of these terms and conditions will continue to apply. 

Article 3 Offers, quotations and agreements

3.1 
All offers or quotations from Oceanz, in whatever form, are without obligation, unless a period for acceptance is stated in the offer.

3.2 If a period for acceptance is set in an offer or quotation, an agreement will be concluded by full, written and unconditional acceptance of the Purchaser of that offer or quotation within the stipulated period. For deliveries or work for which, due to their nature and / or scope, no quotation or order confirmation is sent, the invoice is also considered as order confirmation, which is also deemed to accurately and completely represent the agreement. In all other cases, an agreement is only concluded through written confirmation thereof from Oceanz. 

3.3 Oceanz reserves the right at any time for technical or other reasons not to execute an agreement or to cancel it, for example due to the unenforceability of the order, because it is likely that this will infringe the rights of a third party because the intended goods manufacturing (may) be illegal and / or criminal activities, because of the unsavory and racist nature thereof, etc , some things always at the discretion of Oceanz without involving schadeplichting be towards the Customer. 

3.4 
If a natural person concludes an agreement on behalf of or at the expense of the Buyer, he declares, by signing the agreement, to be authorized to do so. In addition to the Customer, this person is jointly and severally liable for all obligations arising from the agreement.

3.5 
The prices in the aforementioned offers and quotations are in Euros excluding VAT and other government levies, as well as excluding any transport and packaging costs, unless explicitly stated otherwise.

3.6 If the acceptance deviates from the offer included in the quotation, Oceanz is not bound by this. The agreement will then not be concluded in accordance with this deviating acceptance, unless Oceanz indicates otherwise. 

3.7 
A composite quotation does not oblige Oceanz to fulfill part of the obligations included in the offer or quotation against a corresponding part of the quoted price.

3.8 
Offers or quotations do not apply to follow-up orders.

Article 4 Execution of the agreement

4.1 
Oceanz is authorized to engage third parties for the correct execution of the agreement. If possible, it will consult with the Customer about this.

4.2 
Oceanz is not liable for damage of whatever nature caused by the fact that Oceanz relied on incorrect and / or incomplete data provided by the Customer. Neither does Oceanz guarantee that the manufactured goods are suitable for the use intended by the Customer.

4.3 
If Oceanz must manufacture or has manufactured goods based on ideas, designs, drawings, animations, models, products, etc. originating from the Customer, the Customer guarantees that the manufacture of those goods does not infringe patent (s), trademark right (s), commercial model ( s ) or any other right of third parties and it indemnifies Oceanz in full and extrajudicially against any claim against Oceanz.

4.4 
If a third party objects to the manufacture and / or delivery of goods on the basis of any claimed right, then Oceanz is entitled to immediately cease production and / or delivery and demand reimbursement of the costs incurred from the Purchaser, without prejudice to Oceanz's claims. on compensation to the Customer and without Oceanz being obliged to pay any compensation to it.

4.5 In the event of manufacture of goods based on ideas, designs, drawings, animations, models, products, etc. of Oceanz, the intellectual and / or industrial property rights remain with Oceanz at all times. 

4.6 
In some cases, the goods to be delivered by Oceanz will only be taken into production after the Customer has been shown a sample that has been approved by the Customer. 

4.7 
The goods delivered by Oceanz may contain traces of materials other than the material from which the goods are made. Oceanz is not liable for any damage caused as a result.

Article 5 Transport, risk and delivery

5.1 
Delivery takes place ex warehouse. The transport and the method of packaging is at the expense and risk of the Customer, unless agreed otherwise. If during transport on behalf of Oceanz damage and / or defects, which can be observed upon delivery of the goods, are not immediately noted on the bill of lading or the delivery document, Oceanz is not liable for the damage and / or defects to be reported later.

5.2 The risk of loss or damage to the goods manufactured by Oceanz is transferred to the Customer at the moment that these goods are legally and / or actually delivered to the Customer and are thereby placed under the control of the Customer or of a third party to be designated by the Customer. . 

5.3 The 
Purchaser is obliged to purchase the goods manufactured by Oceanz in the context of the agreement at the moment that Oceanz delivers them, delivers them to him or has them delivered, or at the moment when they are made available to him under the agreement.

5.4 
If the Customer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Oceanz is entitled to store the goods for the account and risk of the Customer.

5.5 
If Oceanz requires data from the Customer in the context of the performance of the agreement, the delivery time will commence after the Buyer has made this available to Oceanz.

5.6 
If Oceanz has specified a delivery period, this is indicative. A specified delivery time is therefore never a strict deadline. If this period is exceeded, the Customer must give Oceanz written notice of default.

5.7 Oceanz is entitled to deliver the goods in parts, unless this has been deviated from in the agreement or the partial delivery does not have independent value. Oceanz is entitled to invoice partial deliveries separately. 

5.8 
A waybill enclosed with the delivery of the goods is deemed to accurately reflect the quantity delivered unless the Customer reports his objections in writing to Oceanz within 2 days after delivery. In that case, however, the customer will not be entitled to a suspension right.

Article 6 Research, complaints

6.1 The 
Purchaser is obliged to inspect the goods delivered or the packaging at the time of delivery, or to have this investigated carried out within 7 days after notification by Oceanz that the goods are at the Purchaser's disposal. In addition, the Customer must examine whether the quality and quantity of the goods delivered correspond to what has been agreed, or at least meet the requirements that are set for this in normal (trade) traffic.

6.2 
Visible and non-visible but easily identifiable defects must be noted immediately on the waybill or delivery document. Invisible, and not easily identifiable, defects must be reported to Oceanz in writing within 14 days after the Customer has discovered or could have discovered this, with a precise description of the defects.

6.3 Oceanz must be able to check submitted claims. 

6.4 
Minor deviations within the generally accepted tolerance limits do not give the right to complain.

6.5 
If complaints are submitted on time and if the complaints are correct in the opinion of Oceanz , Oceanz will repair the defects or defects within a reasonable period or replace the delivered items. However, the buyer remains obliged to pay for the delivered goods and to comply with all other obligations imposed on it.

6.6 If the claims are not correct in the opinion of Oceanz, the Buyer is obliged to reimburse the reasonable costs of Oceanz in connection with the investigation of the claims. 

6.7 If a complaint is not made on time or if the Customer has taken the goods into use by Oceanz, or has stored them, the goods will be deemed to have been properly delivered. 

Article 7 Reimbursements, price and costs

7.1 
Oceanz is entitled to charge an advance payment of 10 to 50% of the agreed price for delivery or to demand full payment in advance.

7.2 
If one of the cost-determining factors, including social security charges, sales tax, exchange rates, wages, the prices of raw materials, semi-finished products or packaging material, etc. changes in the period between the offer or quotation and the delivery, then Oceanz is entitled to correspondingly increase in the price regardless of whether the cost increase was foreseeable.

Article 8 Payment

8.1 Payment must be made within 14 of the invoice date on an invoice issued by Oceanz. to be indicated in the currency of the invoice. Objections to the amount of the invoices do not suspend the payment obligation. 

8.2 If the Buyer fails to pay within the period of 14 days, the Buyer is legally in default. In that case, the customer owes the statutory Trade Interest pursuant to Section 6: 119a of the Dutch Civil Code. 

8.3 In the event of liquidation, (application for) bankruptcy, seizure or (provisional) suspension of payment from the Customer, the claims of Oceanz on the Customer are immediately claimable. 

8.4 If the Purchaser is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs for obtaining satisfaction out of court will be for the account of the Purchaser. 

8.5 
Oceanz is authorized and the Purchaser is obliged - as long as the Purchaser has not yet fully complied with any obligation resting on it to Oceanz or if Oceanz has reasonable fears that the Purchaser will not strictly meet its obligations - at the first request of Oceanz sufficient in the Oceanz desired form of security for fulfillment, including pledging of goods. If this guarantee is not provided, Oceanz is entitled to terminate the agreement and the Customer is obliged to compensate all damage suffered by Oceanz.

Article 9 Retention of title

9.1 All goods manufactured and delivered to the Customer by Oceanz remain the property of Oceanz until the Customer has fully and correctly fulfilled all its obligations towards Oceanz; 

9.2 The 
Purchaser is authorized to sell or process the goods subject to the retention of title within the normal course of the business of the Purchaser. Customer is not authorized to pledge the goods that are subject to retention of title nor to encumber them in any other way;

9.3 In the event that Oceanz wishes to exercise its ownership rights referred to in this article, the Purchaser already gives unconditional and irrevocable permission to Oceanz or third parties to be designated by it to enter all those places where the properties of Oceanz are located and those goods to take back. 

Article 10 Suspension and termination

10.1 In addition to the options offered by law, Oceanz is entitled to suspend compliance with the obligations or to dissolve the agreement, if circumstances that have come to the knowledge of Oceanz after concluding the agreement give good reason to fear that the Customer will not fulfill the obligations. , will not comply fully or in time. In the event that there is good reason to fear that the Buyer will only comply partially or properly, the termination is only permitted to the extent that the shortcoming justifies this. 

10.2 
Furthermore, Oceanz is entitled to dissolve the agreement or cause it to be dissolved, if circumstances arise that are of such a nature that fulfillment of the agreement can no longer be demanded or if standards of reasonableness and fairness are no longer required, or if circumstances arise otherwise that the unaltered maintenance of the agreement cannot reasonably be expected without this causing Oceanz to become liable to the Customer for damages.

10.3 If the agreement is dissolved, the claims of Oceanz on the Customer are immediately due and payable. If Oceanz suspends compliance with its obligations, it will retain its rights under the law and agreement. 

10.4 Oceanz always reserves the right to claim compensation. 

Article 11 Liability

11.1 If Oceanz is liable, its liability is limited at all times to the provisions of this article. 

11.2 Oceanz is only liable if there is intent or willful recklessness on its part. Oceanz is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption. 

11.3 
In the implementation of the agreement, Oceanz will use all reasonably expected care and competence. Oceanz is never liable for damage of any nature whatsoever, because it is based on models, molds, calculations, drawings or other information provided by the Customer.

11.4 
If Oceanz. is liable, then that liability is limited to a maximum of the invoice amount with regard to (the part of) the agreement to which the liability relates.

11.5 Oceanz is never liable for damage resulting from advice given. Advice is always given on the basis of the facts and circumstances known to Oceanz and in mutual consultation, whereby Oceanz always takes the intention of the Customer as a guideline and starting point. 

11.6 Any damage claims must - under penalty of forfeiture - be reported to Oceanz immediately in writing, but no later than five working days after the damage occurred. The customer must - under penalty of forfeiture - make a legal claim against Oceanz within 6 months after Oceanz is held liable. 

Article 12 Force majeure

12.1 
Oceanz is not obliged to fulfill any obligation if it is prevented from doing so as a result of an (external) circumstance that is not due to gross negligence or intent on the part of Oceanz and is not required by law, legal act or in the prevailing views.

12.2 In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and case law, all external causes, foreseen or unforeseen , over which Oceanz cannot influence, but as a result of which Oceanz is unable to fulfill its obligations. A shortage of raw materials, machine breakage, strikes at the Oceanz company, illness of its staff, theft, traffic restrictions, frost, rain and stagnation in the supply of materials by suppliers are included. 

12.3 Oceanz also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Oceanz should have fulfilled its obligation. 

12.4 Oceanz may, during the period that the force majeure continues, suspend the obligations arising from the agreement, without obligation to compensate the Buyer for any damage whatsoever. If this period lasts longer than three months, Oceanz is entitled to terminate the agreement, without obligation to compensate the Customer for any damage whatsoever. 

12.5 To the extent that at the time of force majeure Oceanz has partially complied with its obligations under the agreement or will be able to fulfill it and that the part fulfilled or to be fulfilled will have independent value, Oceanz is entitled to the part already fulfilled or to be fulfilled to be invoiced separately. The customer is obliged to pay this invoice as if it were a separate agreement. 

Article 13 Disputes

13.1 The court in the seat of Oceanz has exclusive jurisdiction to hear disputes. 

Article 14 Applicable law and translation

14.1 Dutch law applies to every agreement between Oceanz and Customer and to any legal relationship between them. The applicability of the Vienna Sales Convention of 1980 ( Convention on the International Sale of Goods 1980) is expressly excluded. 

14.2 The Dutch text of these general terms and conditions is binding.