TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF International Media Company BV Article 1: Definitions The hereinafter capitalized terms have the following meaning in this Agreement: Customer: the natural person who has reached the age of at least 18 (eighteen) years or entity with whom the Supplier has entered into an Agreement or who visits the Website of the Supplier. Agent: computer software that wholly or in part automatically visits a Website and obtains information, products and/or (other) services from it. Browser: programme for the benefit of the use of the World Wide Web or similar forms of disclosing or providing information. Button: virtual key or other indication with a similar function on a Website. Consumer: a natural person who does not act in the course of a business or in the course of a profession. Service: each work to be executed or executed by Supplier pursuant to the Agreement, as well as all materials and results manufactured thereby, which are intended for the Customer. Form: electronic document containing a further specification of the Service or the Product and/or whereby an order for the Service or Product is placed or whereby the Service or Product is ordered or reserved. Defect: demonstrable deviation in a Product or Service in comparison to the previously agreed upon features. Hyperlink: an indication in a web page forming a link to another web page. Intellectual Property Rights: all rights of intellectual property and related rights, such as copyright, trademark rights, patent rights, design rights, trade name rights, databank rights and neighbouring rights, as well as the rights to know-how and one-line performance. Supplier: the limited liability company International Media Company BV which provides Products and/or Services or provides information on those or with whom the Customer has entered into an Agreement concerning those Products and/or Services. Agreement: the General Terms and Conditions, and the Form and/or any other condition or act which has been declared legally applicable to the legal relation between the Parties in accordance with the General Terms and Conditions. Party: each Party to the Agreement. Product: each item or product which according to the common opinion can be considered equal to the item, which the Supplier shall provide, deliver or has delivered, based on the Agreement, including software. Website: each virtual location on the World Wide Web or similar forms of disclosing or providing information, whereby Products and/or Services or information on those Products and/or Services are made available. Article 2: Applicability 2.1 The General Terms and Conditions shall apply to all Agreements and to all (legal) acts between the Supplier and the Customer, also if such (legal) acts shall not lead to, or are not connected to, an Agreement. 2.2 The General Terms and Conditions shall also apply to each use by the Customer of the Website. 2.3 Unless otherwise expressly agreed upon, the applicability of other General Terms and Conditions is excluded. 2.4 In relation to the specific nature of a certain Agreement, in such an Agreement one or more conditions of the General Terms and Conditions can be deviated from. Article 3: Communication 3.1 All communications between Supplier and Customer can take place electronically in so far as the General Terms and Conditions and/or the Agreement or the law does not determine to the contrary. 3.2 The version of the communication between Supplier and Customer as recorded by Supplier shall serve as proof, except if the Customer offers counterproof. 3.3 Electronic communication is expected to be received on the day it was sent, except if the Customer offers counterproof of this. Non-receipt of the communication as a result of delivery and/or availability problems relating to the Customer’s e-mailbox, is at the risk of the Customer, also in case the e-mailbox is owned by a third party. Article 4: Supplier’s Duties of Disclosure 4.1 The Supplier takes care that the General Terms and Conditions are submitted to the Customer, electronically or otherwise, prior to or at the closing of the Agreement. If he so wishes, the Customer himself is responsible for the saving and printing of the General Terms and Conditions and the Agreement, by using features on the Website, in the Browser of the Customer or facilities available elsewhere, and for the accessibility of the copy saved. 4.2 Notwithstanding possible legal obligations for the Supplier to retain the Agreement and/or the General Terms and Conditions, the Supplier is not obliged to make files of the Agreement and/or the General Terms and Conditions accessible to the Customer. 4.3 In case the Supplier adheres to a code of conduct, this will be explicitly mentioned on the Website and Supplier will indicate in which way the relevant code of conduct can be consulted via a Hyperlink or otherwise. The obligations of the Supplier specified in the code of conduct shall not apply where they go further than the provisions of the Agreement. 4.4 In case the Agreement has come into effect through exchange of electronic mail or similar individual communications only, the provisions in article 4.1 and 4.3, first sentence, shall not apply. 4.5 The information made available by the Supplier on the Website includes the following: a. name, address and registry with the Chamber of Commerce; b. the most important features of the Product and/or the Service; c. the price, including all taxes; d. the manner of payment and delivery; e. the possible delivery costs; f. the address to which the Customer may address a complaint, which address is deemed to be the address stated above under a, unless indicated otherwise on the Website of the Supplier. 4.6 The Supplier hereby indicates explicitly that the Customer has options to cancel or terminate the Agreement in case the Supplier does not meet the legal duties of disclosure. Each possible specific right of the Customer to terminate or cancel based on violation by the Supplier of duties of disclosure must be exercised within 14 (fourteen) working days after the formation of the Agreement, in so far as the law does not prescribe a different term. 4.7 In case the Customer uses an Agent, the Supplier is responsible for all (legal) acts performed with the aid of the Agent and they will be fully imputed to him. If the Agent, by clicking on a button, or in any other electronic way, orders or places an order or makes a reservation, the Customer is fully bound to it. As long as no Products or Services have been made available, the Customer can terminate the Agreement without being liable for compensation by stating unequivocally within a day after receipt of the confirmation of the Agreement from the Supplier that he wishes not to be bound, without prejudice, in the case of a Consumer, his other rights. Article 5: Formation of the Agreement 5.1 Statements by the Supplier on the Website with regard to the availability of Services and/or Products should be considered as an invitation to make an offer. Every Agreement is entered into under the suspensive condition that the relevant Products and/or Services are sufficiently available. The Agreement comes into effect by the confirmation of the Supplier of the order of the Customer. Confirmation can be made electronically (for example via the Website, per e-mail or by SMS or similar technologies) or, should this have been agreed upon, in writing (per fax or letter). 5.2 Indien Leverancier via het Formulier de mogelijkheid biedt aan Afnemer tot het afnemen van Producten en/of Diensten die eruit bestaan dat Afnemer tegen voorafgaande betaling van een bepaalde prijs gedurende een nader in het Formulier bepaalde termijn gebruik kan maken van de Website van Leverancier en de daarop aangeboden Producten en/of Diensten en Afnemer van deze mogelijkheid gebruik maakt, dan wordt Afnemer daarmee abonnee c.q. lid van de Website en wordt het lidmaatschap na verloop van de initiële termijn telkenmale automatisch met dezelfde termijn verlengd, tenzij Leverancier via haar klantenservice tenminste 2 (twee) dagen van te voren via e-mail opzegging van het abonnement c.q. lidmaatschap heeft ontvangen. Een Afnemer die abonnee is geworden, verbindt zich jegens Leverancier tot het periodiek betalen van alsdan verschuldigde abonnementsgelden. Abonnementsbetalingen zijn niet terug te vorderen door Afnemer. Extra kosten kunnen door Leverancier in rekening worden gebracht als de Afnemer c.q. abonnee via een afzonderlijke overeenkomst extra Producten en/of Diensten aanschaft. Het abonnement c.q. lidmaatschap kan op elk moment beëindigd worden en zonder opgave van reden, door zowel Leverancier als Afnemer c.q. abonnee met inachtneming van een opzegtermijn van tenminste 2 (twee) dagen. Article 6: Prices and Payment 6.1 The Customer pays the price mentioned in the Agreement for the Products or Services ordered via the Website. Payment takes place in the manner indicated on the Form or as stated elsewhere on the Website by the Supplier. 6.2 Prices include VAT and other government taxes. The prices mentioned on the Website and in advertising can be changed without prior notice. The price mentioned in the Form is binding. If the price mentioned in the Form is higher than the price mentioned elsewhere on the Website of the Supplier at the time of formation of the Agreement, the Customer has the right to terminate the Agreement within 2 (two) days after its formation, without prejudice, in the case of a Consumer, his other rights. Article 7: Intellectual Property Rights 7.1 The Intellectual Property Rights on all Products and Services provided by the Supplier in the context of the Agreement, will remain vested in the Supplier or the third party from whom the Supplier obtained the right to provide (a part of) these Products or Services to the Customer. With regard to software and other relevant Products and Services, the Supplier hereby grants the Customer a non-exclusive and non-transferable right of use, under the suspensive condition of payment by the Customer of all amounts due in the context of the Agreement, unless the Agreement explicitly states otherwise. 7.2 If it is according to the Supplier plausible that it will be established that the content made available by the Supplier in the context of the Agreement violates any right of a third party, the Supplier is entitled, as desired,1) to ensure that the Customer can continue using the content provided, or 2) to cease delivery of the relevant content, subject to repayment of amounts already paid, reduced by the amount equal to the sum of which the Supplier can prove was of avail to the Customer by the use of the content, or 3) to cease the delivery of the relevant content, or 4) to have the delivered content returned by the Customer at the expense of the Supplier against repayment of the relevant amounts paid by the Customer, reduced by a reasonable reimbursement for the use during the period concerned, or 5) to provide a, in the reasonable opinion of the Supplier, equivalent content. Any further liability, obligation to perform or compensate is hereby excluded. 7.3 The Customer guarantees that, in case items or information are provided to him or in so far as items or information are provided to him by the Supplier in the context of the Agreement, he is authorized to them and these items and information do not violate the rights of third parties. 7.4 The Customer is not allowed to remove notices of Intellectual Property Rights by the right-holder from any content. The same goes for notifications indicating that certain information is confidential. 7.5 The Supplier indemnifies the Customer against claims from third parties that Products or Service made available through the Agreement in the Netherlands violate Intellectual Property Rights or are in any other way unlawful, under the condition that the Customer informs the Supplier without delay on the existence and contents of such claims and that the Customer leaves the Supplier free in his negotiations on these claims and/or in reaching an arrangement and/or in putting forward a defence in possible legal proceedings. If and in so far as necessary, the Customer hereby gives irrevocable power of attorney to the Supplier for putting forward a defence in and out of court against such claims and for reaching arrangements. The Customer is obliged to render all information and cooperation as is reasonable considered necessary. The obligation to indemnify the Supplier lapses if and in so far as the alleged violation is caused by changes in the Products or Services made available, made by the Customer or on behalf of the Customer by a third party, by use of the Products or Services in combination with Products or Services that were not made available by the Supplier or as a consequence of the use of the Products or Services made available in a way deviating from the way in which the Products or Services were developed or meant. Article 8: Privacy 8.1 The Customer is expected to be aware of the Privacy Statement of the Supplier (which is (also) available here c> Hyperlink c>) and to approve with the processing of his personal data as described. 8.2 The Customer is aware that the Supplier processes the personal data of the Customer, including information on the activities of the Customer on the Website, such as the pages visited, the time spent on different parts of the Website, the Internet address of the Website the Customer came from and the Products or Services ordered by the Customer. The Supplier saves this information in a database used for the execution of the Agreement, including measures to improve services to the Customer and the supply of information or offers to the Customer. 8.3 If he so wishes, the Customer is always permitted to access the data the Supplier has collected on him and have them corrected. The Customer has the right to ask the Supplier to remove relevant data of the Customer or to protect them. The Supplier will decide upon such request within 4 (four) weeks, after having considered the interest of the Supplier concerned and the privacy interest of the Customer and will, in case of a decision to protect or remove, inform the Customer on the extent to which this can reduce or impede the use by the Customer of Products and/or Services. Article 9: Characteristics 9.1 The Supplier promises that the Products will meet the reasonable expectations of the Consumer, but expressly does not promise that Products have certain characteristics, or, unless otherwise agree upon, are suitable for a special use. The obligations of the Supplier in case of a Defect are, at his option, reduced to the Product, provided that the Defect is reported to the Supplier within 30 (thirty) days after receipt of the Product by the Consumer. 9.2 For the Product ‘DVD’ the Supplier offers a 30 (thirty) day return policy after receipt thereof, subject to the following conditions: (i) only sealed merchandise may be returned for an exchange or store credit; and (ii) a defective DVD will be replaced with the same title purchased. For other Products applies that the Supplier offers a 30 (thirty) day replacement warranty in case of Defects after receipt thereof, subject to the following conditions: (i) the original packaging as well as the delivery receipt must be included; and (ii) the Defect Product will be replaced with the same Product; however the replacement product color may vary depending on availability of stock. Article 10: Liability 10.1 The Supplier shall never be liable for any indirect damage of the Customer or third parties, including but not limited to consequential damage, loss of turnover and profit, loss of data and immaterial damage, relating to or resulting from the Agreement or the use of the Products or Services. 10.2 Without prejudice to the other conditions in the Agreement, the liability of the Supplier versus the Customer, from whatever cause, shall be limited, per event (where a connected series of events shall be considered one event) to the fees actually paid by Customer to Supplier in the current calendar year, excluding VAT. 10.3 With due observance of the provisions set out in article 7.6, the Customer, who is not a Consumer, shall indemnify Supplier against all claims by third parties, from whatever cause, for compensation of damage, costs or interest, related to or resulting from the Agreement or the use of the Products and/or Services. 10.4 The articles 10.1, 10.2 and 10.3 shall not apply if and insofar the damage concerned has been caused intentionally or by intentional recklessness of the Supplier or persons belonging to his company’s management. Article 11: Force Majeure 11.1 A Party shall not be bound to fulfill one or more obligations, other than those of monetary payments, if it is prevented from doing so by force majeure. Force majeure also includes non-attributable failures by employed third parties or suppliers, as well as any situation over which the Party concerned has no actual (decisive) control. 11.2 As soon as is apparent that the force majeure situation shall last longer than 3 (three) months, the other Party shall have the right to terminate the Agreement, without being liable for damage. Article 12: Confidentiality 12.1 If and insofar confidential information of Supplier, including but not limited to a username and a password, comes to the attention of Customer in the execution of the Agreement, Supplier shall use this information only for the execution of the Agreement and shall not under any circumstances release or transfer such information to third parties, except as may be specifically required by law or court order. 12.2 Confidential information is not: information that was already public when it came to the knowledge of the receiving Party; or that became public afterward through no fault of the receiving Party; or obtained by the receiving Party from a third party while no obligation of confidentiality was imposed and while this third party was not obliged to confidentiality either. Article 13: Termination 13.1 In case of (provisional) suspension of payment, bankruptcy, closing down or liquidation of the company of a Party, the other Party has the right to terminate the Agreement all or in part, without prejudice to its other rights and without being liable to pay any compensation. 13.2 In the case of termination in accordance with the provision in article 13.1, all claims by the terminating Party to the other Party are immediately and fully due and payable. The other Party is obliged to take the necessary measures in order to give the terminating Party the opportunity to execute its rights. 13.3 In case the Customer apparently executes his rights to terminate or cancel by reason of violation of duty of disclosure exclusively to profit from a generic price fall of the Product or Service ordered in the period within which the right to terminate can be executed, the Supplier has the right to deduct a part of the price fall from the refund due on the basis of the executed right to terminate or cancel, with due observance of the principle of reasonableness and fairness. 13.4 In case the Customer is a Consumer, the Customer has the right to terminate the Agreement within 7 (seven) working days after receipt of the Product without giving reasons, which term is extended by law to a maximum of 3 (three) months in case the Supplier did not comply with the legal duties of disclosure. The Consumer must return the Product, at his expense, within 20 (twenty) days after dispatch of the termination agreement, failing which the Supplier can rely on his right of suspension as mentioned in article 6:51 Dutch Civil Code with regard to reimbursement of the price. The right of termination in this article 13.4 lapses and does not apply to Products which have been sealed and opened and where the Customer is dissatisfied with the content. 13.6 In case of termination pursuant to article 13.1 or 13.2 the following obligations will continue to apply after termination of the Agreement: – unpaid amounts; – confidentiality; – Intellectual Property Rights; – liability. These obligations will continue to apply as long as the Supplier can reasonably claim their continuation. Article 14: Additions and Amendments 14.1 Additions and amendments to any of the provisions in the Agreement and/or the General Terms and Conditions are valid only if they are agreed upon in writing and/or electronically and can only be proved in such way. Article 15: Miscellaneous, applicable law and competent court 15.1 The laws of the Netherlands shall apply to the General Terms and Conditions and the Agreement. The regulation with regard to General Terms and Conditions in the Dutch Civil Code shall not apply to the relation with Customers, not being Consumers, who are established or reside outside the Netherlands. 15.2 The provisions of the General Terms and Conditions and the Agreement together determine the legal relationship between Parties and replace all arrangements or statements relating to the subject of the Agreement made by the Supplier earlier and serve as exclusive proof of this relationship. 15.3 With due observance of the principle of reasonableness and fairness, the wording will take precedence in the clarification of the Agreement. In case the wording, also in its context, does not lead to a reasonable explanation in the given situation, the reasonable (commercial) intentions of the Parties will be applied as a standard for the explanation. It is not permitted to provide evidence to the contrary of not prima facie unclear wordings, or evidence aimed at other explanative sources than the reasonable (commercial) intentions of Parties. 15.4 The Supplier can engage third parties in the execution of the Agreement at his own discretion. The restrictions of liability included in these General Terms and Conditions count as a third-party clause, on which third parties can rely directly with regard to the Customer in case they have accepted this clause at some time. 15.5 The Supplier can transfer rights and obligations from this Agreement to third parties and shall inform the Customer of this. In case the transfer of obligations to a third party is not reasonably acceptable to the Customer, he has the right to terminate this Agreement within 5 (five) days after receipt of the relevant announcement. 15.6 Should any, in the reasonable opinion of the Supplier fundamental, provision in the General Terms and Conditions or the Agreement be invalid or unenforceable, the Supplier has the right to annul the other contents of the Agreement, with due observance of the principle of reasonableness and fairness. 15.7 All disputes between the Parties will be submitted, at the option of the summoning or requesting Party, to the competent court in the district court of the place of residence of this Party, unless any other Court is designated pursuant to a mandatory rule of national or international law, or to a different, on the basis of national or international rules of law competent court. 15.8 The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.