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All offers, sales, deliveries, services and other legal relations in which Edelman B.V. (hereinafter to be referred to as: “Edelman”) is a party, AND are conducted through the Edelman Webshop, will exclusively be governed by these terms and conditions, unless agreed otherwise in writing.In the case of any of the stipulations from these terms and conditions is void or annulled, the remaining stipulations will remain fully valid, and Edelman and the client will enter into consultation to agree a new stipulation to replace the void and/or annulled stipulation, which will be in the vein of the void and/or annulled stipulation to the greatest possible extent. 1) GeneralA client that has entered into an agreement with Edelman on the basis of these terms and conditions is considered to have tacitly agreed to the applicability of these terms and conditions upon placing an order, regardless whether that applicability was confirmed in writing by Edelman.Contact details are:Edelman B.V.Schinkeldijk 562811 PB ReeuwijkThe NetherlandsTel. +31 182 398 email@example.comRegistered at the Chamber of Commerce Rotterdam, the Netherlands, nr. 29002853Vat Number:NL005894980B01 2) OffersAll offers issued by Edelman are free of obligations, unless agreed otherwise in writing. Edelman reserves the right to reject orders, without stating reasons, or to require cash on delivery or advance payment.Client agrees to refrain from approaching suppliers and possible suppliers introduced by Edelman himself or through other legal persons. Breach of this stipulation will entitle Edelman to full compensation for damages and an immediately payable fine of 25,000 Euro per case. 3) Delivery times/packaging Stated delivery times are free of obligations and are always approximate. Edelman agrees to observe the stated delivery times as much as possible, but can never be held liable when they are exceeded. Stated delivery times can never be considered a deadline, unless agreed otherwise in writing. Exceeding of delivery times will neither make Edelman liable for any compensation, nor give the client the right to terminate the agreement. If items are not accepted by the client after expiry of the stated delivery time, they will be stored at his risk, and with the expenses falling to the client, including a reasonable storage allowance established by Edelman. In case the client, despite notice from Edelman fails to retrieve the items within 14 days and at his own expense, the agreement in question will be considered void, and Edelman will have the right to sell the items to third parties, such without prejudice to Edelman’s entitlement to compensation for incurred expenses and storage fees. Edelman will package the items that are to be delivered to the client as per its usual standards. In the case that the client requires specific packaging, any possible cost increases incurred as a result will fall to the client.The risk on items is transferred to the client the moment the items are delivered as stated in artikel 10. If the client has requested delivery as per his specifications, the risk on the items will transfer to the client the moment the goods are loaded for transport.Edelman delivers on Euro-pallets which are expected to be exchanged. In case no exchange is possible the pallets will be charged at € 8,60 per Euro-pallet. 4) Retention of title Ownership of the delivered items is transferred from Edelman to the client after the client has paid the purchase price – as well as any other amounts owed to Edelman under any(other) agreement(s) between the parties, including (interest) amounts as referred to in Article 7 and any compensation for attributable shortcomings. The client cannot pledge aforementioned items to third parties, or use them as security in any other manner prior to having obtained ownership of the items.If the client sells the items that are subject to the retention of title of Edelman to a third party, he will be held to cede any claim ensuing from this delivery to Edelman without delay and unconditionally and/or to pledge any entitlements to Edelman upon their request. Client agrees to notify Edelman without delay if the items that are subject to retention of title of Edelman are sequestrated. 5) Prices Orders and offers are issued on the basis of the prices as they are at the moment of sale and/or ordering. Edelman has the right to adjust mistakes in prices for open orders and offers.Edelman also has the right to change prices and fees at her convenience for future new orders or offers and clients have no right to claim deliveries against prices of previous sales orders and offers. 6) Payment/terminationPayment has to be net and in the currency specified on the invoice, without any discounts or offsetting of debts, by way of deposit into or transfer to one of the bank accounts specified by Edelman within 30 days after delivery or the invoice date (if earlier), unless a different payment term was agreed upon during issuing the order on the webshop by the client. In cases that:a) the client is declared bankrupt or the client is granted (provisional) suspension of payment,b) the client’s assets are sequestrated in full or partially,c) the client deceases or goes into receivership,d) the client fails to comply with any of the obligations that fall to him by law or under these terms and conditions, after having been declared to be in default and allowed a reasonable term to restore his compliance,e) the client fails to pay an invoice amount or part thereof within the set term,Edelman will have the right, after one or several of the abovementioned events occurs, to consider the purchase agreement terminated and/or to terminate it, without any judicial intervention being required, and/or to require immediate payment in full of any amounts payable by the client for deliveries made and/or services provided by Edelman, without any reminder or proof of default being required, without prejudice to Edelman’s entitlement to compensation for expenses, damages and interests.Amounts invoiced by Edelman for performance or deliveries completed under the agreement prior to termination of agreement, will remain fully payable and will be payable with immediate effect from the moment of termination.If the client exceeds a payment term, Edelman will have the right to require cash on delivery or advance cash payment for any subsequent deliveries. 7) Interest and costsIf payment has not been completed within the term specified in the previous article, the client is automatically in default, and will owe interest of 2% per (part of a) month on the outstanding invoice amount on top of the legal (trade) interest from the invoice date. All incurred judicial and extrajudicial (collection) expenses will fall to the client. Extrajudicial collection fees will amount to at least 15% of the sum total payable by the client. 8) Claims Claims by the client can only be lodged in relation to missing or not ordered items, or in relation to perceptible shortcomings in items or provided services. Possible claims have to be lodged immediately using the webshop, section ‘My Edelman \ My Credits’, at the latest within 10 days after receipt of the supplied item or after provision of the services, on penalty of expiry of the client’s entitlements. When the client has not checked the soundness of the delivered items within 10 days after receipt and not lodged a written claim, he will be considered to have found the items or services to be in order.In the case of missing or not ordered goods, the client will have to enclose the packing list with the aforementioned claim. In the case of perceptible shortcomings on the exterior of the items, Edelman will have the option to replace the items in question, repair them or take them back and credit the purchase price to the client.Returning of items will be paid for by the client, who will also bear the risk, or will be accompanied by a waybill of Edelman’s transport company. Edelman will only accept returned items if and insofar as it has agreed to the return shipment in writing beforehand, and if the items are delivered to an address specified by Edelman, in the original packaging and in the same condition as in which the items were delivered to the client by Edelman. Return shipments have to be packaged properly and be accompanied by a letter outlining the client’s claims, as well as the invoice number and debtor number relating to the returned items.Claims relating to items from a split consignment do not affect prior or subsequent parts of the same split consignment.Minor defects in quality, colour, size, quantity or finish, which are not out of the ordinary in usual trade, and which cannot be prevented due to technical constraints, or which are admitted under trade usage, cannot be grounds for claims and will have to be accepted by the client.Claims by the client under this Article will not affect the client's payment obligations.Return shipments will not be accepted, unless they were approved in writing beforehand by Edelman. Acceptance of return shipments does not imply Edelman’s acknowledgement of the grounds on which client returned the items. The risk of returned items will remain with the client until he has been credited by Edelman. Edelman reserves the right to subtract 15% of the price of returned items from the credit to the client ensuing from return shipments, with a minimum of EUR 150. 9) Liability Edelman's total liability for one or several shortcomings in its compliance with any obligation under the agreement will be limited to compensation of direct damages up to a maximum amount of the price agreed for that agreement. If the agreement is principally a semi-formal agreement with a term of over one year, the agreed price will be fixed at the total of the fees agreed for one year. In no event will the total compensation for direct damage exceed a sum of EUR 1,000,000 (one million euros).Direct damage is limited to:1. costs that were reasonably incurred by the client to make the performance of Edelman match the agreement stipulations. This damage will, however, not be compensated if Edelman has terminated the agreement;2. reasonable costs, incurred to identify the cause and extent of the damage, insofar as this identification process relates to direct damage as per these terms and conditions;3. reasonable costs, incurred to prevent or limit damage, insofar as the client can demonstrate that these costs have led to damage limitation as per these terms and conditions.Edelman’s total liability for damage as a result of death, personal injury or material damage will in no event exceed EUR 2,000,000 (two million euros).Edelman’s liability for indirect damage, including subsequent damage, lost revenue, failure to realise savings and damage caused by business stagnation, is ruled out.Aside from the cases described in this Article, Edelman will be under no obligation to compensate damage, irrespective of the grounds on which legal action for compensation of damage is based. The aforementioned maximum amounts will, however, lapse insofar the damage in question is the direct result of intent or gross negligence on the part of Edelman.Client indemnifies Edelman against any third-party claims ensuing from a shortcoming in an item delivered to a third party by the client, and which partly consisted of items provided by Edelman, except when the client can prove that the damage was caused by these items (provided by Edelman). 10) Delivery Delivery will be Ex Warehouse, unless expressly agreed otherwise in writing; Ex Warehouse has to be taken in the sense of INCO terms 2000. Insofar as the ‘delivered home’ has been agreed, contrary to the previous stipulations, the risk of the items will be transferred to the client the moment the items are delivered to the address specified by the client. If expressly agreed that items to be delivered by Edelman are to be delivered by Edelman to the address of a third party specified by the client, delivery to that address will be considered delivery to the client, which entails that the risk will be transferred to the client at that moment. Edelman has the right to split consignments and invoices. 11) Force MajeureIn case of a force majeure, both parties will have the right to choose to terminate the agreement without judicial intervention, or consider the agreement terminated in full or partially after ninety days, without either party being held to damages. Performance that was already completed under the agreement will then be charged pro rata, without either party owing the other party any other amounts.“Force majeure” is here understood to mean any circumstance that impedes compliance with the agreement by the other party, including war, threat of war, civil war, revolts, flooding, strikes, transport difficulties, supplier shortcomings, interruption of operations and government measures, which will in any case include import and export embargoes. 12) Intellectual property rights All intellectual property rights on all items delivered to the client under the agreement, as well as those on related items such as drafts, will exclusively be held by Edelman or its licensers. Edelman cannot guarantee that the trading of the items supplied to the client by Edelman will not lead to any infringement upon third-party intellectual property rights. Client will only acquire the user rights and authorisations that are expressly allocated under these terms and conditions or otherwise.The client is not allowed to remove or modify any indications regarding copyrights, brands, trade names or codes from/on the items supplied to the client by Edelman (including the packaging).Client will indemnify Edelman against any third-party claims relating to or ensuing from items delivered and/or services provided by Edelman to the client, insofar as these items and/or services were manufactured and/or provided respectively on the basis of proposals, guidelines and/or terms and conditions of the client, and the claims related to those. 13) Privacy statementEdelman may collect, use and transport personal data related to the client in compliance with applicable legislation and regulations. Edelman respects the privacy of the client and is the only owner of information gathered via the Edelman website, unless otherwise specified. Information provided by the client will not be sold, shared or rented to third parties in any other manner than stated in the website’s privacy statement. Edelman is entitled to publish information about a client if there is reason to assume that publication of the information is necessary to identify, contact or open a court case against a person who, whether intentional or not, injures or damages the rights of Edelman of others. Edelman is entitled to provide information about clients if it is in good faith that the law requires it. 14) Distributor and commercial agent status The client is not a distributor, (commercial) agent or sales representative of Edelman, unless he has been expressly appointed as such in writing. Client will therefore refrain from any behaviour that gives the impression, towards third parties or Edelman, that he has been appointed as distributor, (commercial) agent or sales representative of Edelman. If the client has indeed been appointed distributor, (commercial) agent or sales representative of Edelman, he will renounce any claim to compensation for termination of the agreement in question, unless there are imperative legal requirements for such an entitlement. 15) Applicable lawAll agreements entered into by Edelman as well as any related matters (such as offers) and disputes are exclusively subject to Dutch law. Current terms and conditions of sale and delivery are drawn up in Dutch, English, German, French, Spanish and Italian. In the case of differences in interpretation between these versions, the Dutch language version will prevail and be binding. 16) DisputesAll disputes ensuing from offers issued by Edelman, or from agreements entered into with Edelman, will be exclusively submitted to the competent court in The Hague.
Information about the use of your personal data and your rights
General provisions Edelman B.V. ("Edelman") collects personal data from (the employees of) our customers, relationship and visitors to our websites during the carrying out of our services. Edelman processes your data with the necessary care, in accordance with all applicable laws and regulations. Our privacy statement it is explained what information we process, how we do it and how you can object to the processing of your personal data. This privacy statement may be updated from time to time. You can find the valid version on our website www.edelman.nl. The company responsible for the processing of personal data is Edelman B.V., Schinkeldijk 56, 2811 PB Reeuwijk with postal address P.O. Box 40, 2810 AA Reeuwijk. Edelman collects and processes information in various ways: a. Information that you provide to us, such as name, address, telephone number, e-mail address (or that of your employees), and b. Information we receive from your use of our services and your visit to our websites, such as name, address, e-mail address, IBAN number. We also process your preferences for certain products and services.
Goal and use Edelman uses the data we collect for: a. Services: Edelman processes your personal data to deliver our services to you. For example, we use the data to send an invoice or to maintain our relationship with you. We also use your information to respond to requests for information or to evaluate your application. b. Engaging third parties: Edelman can use other parties to deliver (a part of) our services to you. To the extent that these third parties need access to personal data in order to be able to carry out these services, Edelman shall take the appropriate contractual and organizational measures to ensure that your data are processed exclusively for the purposes set out in this privacy statement and in accordance with all applicable laws and regulations. c. Marketing and sales activities: we would like to make you offers of our products and services (even after the end of your contract). We do this by telephone, e-mail or by mail, unless you object to this. d. The processing of your data on Edelman websites: We collect and use your personal information on our websites in the first place to deliver our (web) services and to communicate with you. Your data will furthermore be used for research and analysis to improve our services and our websites. We may in certain cases use your information on our websites to send information by e-mail about other services of Edelman, on condition that you have given us permission for this.
Edelman uses different types of cookies, namely: • cookies to make the website more user-friendly by keeping track of the visitor's behavior and storing certain preferences • cookies to keep statistics on the use of our website. Edelman uses Google Analytics for this. • cookies that allow Edelman to share the information on the website via social media buttons. These are cookies that are placed by third parties. For more information, please refer to the privacy statements of LinkedIn, Twitter or Facebook. This information changes regularly, Edelman has no influence on this. Edelman does not place tracking cookies on the website itself, but if you use the social media cookies third parties can certainly place these
Organizational and technical safety measures At Edelman we always take into account the principles regarding the processing of personal data under the GDPR, if and insofar as Edelman processes personal data. This means that: • we minimize the collection and use of personal data as much as possible. We do not process more personal data than we need to deliver our services and we strive to process as much information as possible that can not be traced back to natural persons. We never store the personal data longer than is necessary for the provision of service. • we take appropriate technical and organizational security measures to protect all personal data that is processed against risks of loss or unauthorized access. We comply thereby with the applicable security standards. • we only use personal data for the purpose for which we received it (for example, to provide our services); • we only use personal data if there is a legal ground, i.e. in accordance with the instructions of our customers; • the more sensitive the data are, the less we process it; • if despite the security measures, there is still a security incident that is likely to have adverse consequences for your privacy, we will inform you as soon as possible about the incident. We therefore inform you also about the measures we have taken to limit the consequences and to avoid repetition in the future. • your personal details will not be shared with other parties other than Edelman, unless one of the following conditions applies: a. With your explicit permission: You have the right to revoke this consent at any time. b. For processing your data by parties other than Edelman. This is done at all times on the basis of our instructions, in accordance with our privacy statement and with due observance of any obligations regarding confidentiality and security measures. c. For legal reasons: We may share your personal information with third parties other than Edelman, if we suspect that access to and use of the personal data is reasonably necessary to: • to comply with all applicable laws and regulations, and / or a court order; • to detect, prevent or otherwise deal with fraud, security or technical problems; • to protect the interests, property or safety of Edelman, our users or the public, insofar as applicable laws and regulations permit. d. We may share collected, not personally identifiable information with our partners, such as advertisers or the public. In this way, we can share information publicly to show trends about the general use of our services. e. If Edelman is involved in a merger, acquisition or sale of assets, we will continue to guarantee the confidentiality of all personal data. We will also notify all parties involved before personal data are transferred or come under any other privacy statement.
Rights with regard to the use of your personal data • You may object to certain use of your personal data if such data is processed for purposes other than that necessary for the carrying out of our services or for compliance with a legal obligation. You can furthermore object to any further processing of your personal data after an earlier permission given. • You have right regarding the personal data that we process from you. This means that you can request that we inform you about the personal data that we have collected and processed from you and the purposes for which this data is used. • If you suspect that we have incorrect personal data about you, then you can have these personal details corrected. You can also ask us to limit the processing of your personal data, also for the period we need to evaluate your requests or objections. • You can request from us to remove your personal data from our systems. • You can ask us to transfer your personal data to a third party. • We will comply with your request unless we have a compelling legitimate interest not to delete your data, which outweighs your privacy interest. After your data has been deleted, we are not immediately able to remove all copies from our active backup servers. We may refuse requests that are unreasonably repetitive, require disproportionate technical efforts or technical consequences, jeopardize the privacy of others, are extremely impractical or if they are done unreasonably often. • You can make the above requests or objections by sending a letter or e-mail, including your name, address, telephone number and a copy of a valid ID (in the process the photo, BSN, passport number and nationality is made unrecognizable ) to Edelman BV, PO Box 40, 2810 AA, Reeuwijk or via firstname.lastname@example.org. If your request is related to access to personal data in a cookie, you must also provide a copy of the mentioned cookies. You can receive an answer from us within 4 weeks. You also have the right to file a complaint about the use of your personal data with the Dutch Personal Data Protection Authority.