GENERAL CONDITIONS OF POLYHYMNIA INTERNATIONAL B.V
Clause 1. Applicability
1.1 These General Conditions shall be applicable to all offers by and agreements with Polyhymnia International B.V. (hereinafter called: ‘Polyhymnia’).
1.2 In these General Conditions the following definitions shall be applicable. Polyhymnia: the enterprise involved in recording and providing recording facilities for music, video, pictures or otherwise, as well as in giving advice in this area. Principal: a natural person or a legal person, or a number of persons acting jointly, whether or not they are legal persons, who instruct Polyhymnia to perform activities; Order: the agreement in which Polyhymnia binds itself towards the Principal to render services and to perform other commissioned activities. The order shall include all that which has been agreed between the Principal and Polyhymnia.
Clause 2. Quotations
2.1 All of Polyhymnia’s quotations shall be non-binding. The final amount to be charged shall be established on the basis of the actual activities that have been performed, the actual materials consumed and the actual costs incurred.
2.2 Recordings on location shall only be made on request. On request Polyhymnia shall give a price for a project, including an estimate of the expected costs for recording media, costs of transportation, travel expenses, lodging expenses and other local expenses.
2.3 Orders for post-production service shall be calculated per half hour with a minimum of one hour.
2.4 An quotation made by Polyhynmia shall lapse after a period of 30 days, unless agreed otherwise in writing.
Clause 3. Orders/Agreements
3.1 Orders or any changes thereof (including any extension or reduction of activities already ordered) shall be concluded as soon as they have been signed by the Principal and Polyhymnia, or as soon as Polyhymnia has commenced with the preparations to perform the activities.
3.2 Polyhynmia shall not be liable for errors and mistakes arising from orders that have not been recorded in writing.
- As soon as Polyhymnia commences with the preparations to carry out the order, all costs, including the costs of cancellation (if any), shall be for the account of the Principal and these shall be charged to him.
Clause 4. Prices
4.1 All prices shall be exclusive of VAT.
4.2 The price shall include the costs for technical personnel and equipment as specified in the price list applicable at the moment of the offer.
4.3 The prices shall, be exclusive of recording media. For that the price as specified in the price list applicable at the moment of this offer shall be applicable.
4.4 All costs, including costs of transportation, travel expenses, lodging expenses and other local expenses, shall be for the account of the Principal and shall be charged through to the Principal.
Clause 5. Completion Date
5.1 Polyhymnia, or the person or persons called in by it, shall for the purposes of the performance of the order observe all due care and shall provide all due expertise that may reasonably be expected from it (them) in order to realise the order before or on the agreed date, save when there are circumstances that are beyond the reasonable control of Polyhymnia. These circumstances inter alia include: illness of employees, failure of equipment, transport problems, power failure, etcetera.
5.2 Polyhymnia shall not be liable for trading losses or other forms of indirect damage or consequential damages arising from any excess of the agreed period.
5.3 If the Principal cancels or postpones the order for recordings on location more than 14 days before the commencement of the said recordings, the Principal shall be liable for all costs incurred by Polyhymnia in respect of the order and the cancellation, or the delay.
5.4 If the Principal cancels or postpones the order for recordings on location 14 days or less before the commencement of the said recordings, the Principal shall be liable for all costs incurred by Polyhymnia in respect of the order and the cancellation, or the delay, increased with 50% of the costs of the project. If within a period of 3 months a replacment project takes place, 75% of these “cancellation costs” will be deducted from the costs of this project up to a maximum of 50% of the total project costs, excluding expenses.
5.5 If the Principal cancels or postpones the order for post production service 48 hours or less before the commencement of the activities related thereto, the Principal shall be liable for 50% of the price for this service.
5.6 If the Principal deviates from the initial written order, Polyhymnia reserves the right to change the period within which the order is to be realized.
Clause 6. Payment
6.1 The payment terms shall be set forth in the agreement, or shall be stated on the invoice. Materials, including tapes, CDs and other recording products shall, save as agreed otherwise, not be handed over until all invoices have been paid in full.
6.2 Failing timely payment an immediately due and payable contractual interest shall be due of 1% per (part of a) month. If after a first reminder only a partial payment or no payment at all is made, a compensation of extrajudicial costs shall be due which will amount to 15% of the outstanding principal sum with a minimum of € 250,==.
6.3 Payments that have been made shall first be applied for the payment of the interest and costs due, including costs of litigation, and subsequently of the invoices that have been outstanding the longest.
6.4 Complaints in respect of the correctness of an invoice shall be submitted to Polyhymnia in writing within 10 days after the date of the invoice, while stating the reasons.
6.5 Complaints shall not give the Principal the right to suspend his payment(s) in whole or in part.
Clause 7. Delivery of Material/Liability
7.1 The recording material, including tapes and CDs, shall exclusively be delivered to a person authorized by the Principal to accept the delivery.
7.2 With the acceptance of the material, the Principal acknowledges that Polyhynmia has executed the order technically satisfactorily. With that the Principal releases Polyhymnia from any and all liability regarding the said materials.
Clause 8. Risk
8.1 As of the order, Polyhymnia shall be deemed to hold goods that it has in its possession on behalf of the Principal (also goods that are the property of the Principal) for the risk and account of the Principal.
8.2 Under all circumstances the transportation (if any) of the goods referred to under 8.1. shall be for the risk and account of the Principal.
8.3 Polyhymnia shall take all reasonable measures to secure the safety of the materials of the Principal, both during the production and during storage (if any).
Clause 9. (Non-imputable) Failures in the Performance
9.1 The following circumstances shall be considered to be non-imputable failures in the performance and shall be deemed to be contractually identical thereto: restrictive government measures of any nature whatsoever, the full or partial failure in the performance of third parties from whom goods or services are to be received, and any other circumstance which Polyhymnia reasonably was not able to foresee and which is beyond its control and on the basis of which, if such a circumstance been known to it at the time of the conclusion of the agreement, it would not have concluded the agreement under the same terms and conditions or at all.
9.2 Polyhymnia shall have the right, without a notification of default or interference of the court being required:
a. to suspend the agreement for a period not exceeding 12 months;
b. to cancel the agreement in whole or in part,
as a result of which all claims of Polyhymnia on the Principal will become due and payable forthwith, and without further notification of default