General Terms and Conditions

These general terms and conditions were filed with the Chamber of Commerce in Tiel on November 12, 2020.

1. General

1.1. The following companies are part of the C&W Group: C&W Beheer B.V., C&W Lichtmastreclame B.V., C&W Lichtmasten B.V., C&W Stadsklokken B.V., C&W Rotonde B.V., C&W Rotonde Reclame B.V., C&W Projecten B.V., and C&W Digital Out of Home B.V.

1.2. These terms and conditions take effect on November 12, 2020, and are part of all C&W offers and applicable to all agreements entered into by C&W. From this date onward, all previous terms and conditions are null and void.

1.3. These terms and any applicable rules, regulations, and guidelines may be amended by C&W. Amendments also apply to existing contracts.

1.4. Additional or deviating terms from a client or third party, including but not limited to purchasing conditions, are not binding on C&W unless accepted in writing by C&W.

1.5. "Advertiser" refers to any party entering into an agreement for an advertising display. If the order is placed by an intermediary, whether or not an advertising agency, both the intermediary and the party on whose behalf the intermediary enters into the agreement are considered the advertiser. Both are jointly and severally liable for all obligations arising from the agreement with C&W.

2. Offer and Agreement

2.1. All offers are non-binding unless a specified acceptance period is included.

2.2. If the offer contains a non-binding proposal and the client accepts it, C&W reserves the right to revoke the offer within two business days of receiving the acceptance.

2.3. Descriptions in offers are as accurate as possible but are not binding on C&W.

2.4. If the agreement is entered into by a third party on behalf of an advertiser, the agreement is only valid when the advertiser themselves has confirmed acceptance of the terms in writing.

3. Duration

3.1. The agreement is valid for the duration specified in the agreement, calculated from the first day of the placement month. If placement occurs after the 15th, the start date is calculated from the 1st of the following month. The agreement is automatically renewed for the same duration unless either party terminates it with six months' notice by registered letter before the end of the contract period.

3.2. The advertiser acknowledges that concession grantors impose restrictions on advertising displays arranged through C&W. The advertiser agrees in advance to accept and adhere to these restrictions. Such restrictions are part of the agreement with C&W and may include conditions imposed by municipal committees, design requirements, traffic safety, signage, nuisance, risks, infrastructure, relocation, road closures, light poles, electricity, and other matters. In any case, the agreement will automatically terminate if the concession grantor no longer provides the advertising space to C&W for the advertiser. In the event of early termination, the advertiser is not entitled to any compensation.

4. Fees

4.1. All fees agreed upon with the advertiser are exclusive of VAT and inclusive of any government-imposed taxes, fees, and the like.

4.2. Published fees and other information are always subject to change.

4.3. The annual fee specified in the contract will be increased on January 1 of each calendar year based on the CBS Consumer Price Index (CPI) for all households. However, no price increase will be applied if less than three months have passed since the provision of the advertising space under the agreement. The CPI adjustment will never result in a price reduction.

4.4. In addition to the provisions in 4.3, C&W has the right to adjust the fee if the property owner where the advertisement is placed demands a higher fee from C&W.

4.5. If the fee increase exceeds 10% per year, the tenant has the right to terminate the agreement with one month’s notice.

4.6. If the agreement is not executed or is no longer required due to the client’s actions, the advertiser remains obligated to pay the agreed fees and costs to C&W.

5. Content and Form of Advertising

5.1. Every advertisement must be approved by C&W before placement. Even after approval, the advertiser remains liable for the content and form of the advertisement. The advertiser unconditionally guarantees that the advertisement:

a. Does not violate public order and/or decency;
b. Does not violate any government regulations applicable at the location;
c. Does not violate the advertising code and/or any legal provisions and/or third-party rights;
d. Does not have religious or political content;
e. Is not of a philosophical nature unsuitable for the type of advertisement;
f. Meets all reasonable requirements for the relevant form of advertisement.

5.2. The advertiser indemnifies C&W and its concession grantor from all claims by third parties related to the content, nature, form, and execution of the advertisement.

6. Payment

6.1. The fee for providing advertising space is payable in advance. Production costs related to the advertisement must also be paid in advance by the advertiser.

6.2. Invoices must be paid by the advertiser within 14 days of the invoice date, without any right to offset.

6.3. If the advertiser fails to pay within 14 days, statutory commercial interest will be due from the 15th day after the invoice date, along with extrajudicial collection costs amounting to 15% of the principal sum, with a minimum of €300, or as much as the actual extrajudicial collection costs.

7. Production, Placement, Maintenance, and Removal

7.1. C&W is responsible for producing, placing, and maintaining the advertisement.

7.2. The advertiser must provide the materials specified in the agreement to C&W in a timely manner for the production of the advertisement. If C&W does not receive the materials on time and is therefore unable to produce and place the advertisement, the provision of advertising space by C&W will not be postponed, and the agreed duration will not be extended. However, the advertiser will still owe the fee for the advertising space.

7.3. In the event of damage or theft, C&W will bear the repair costs.

7.4. If C&W or the concession grantor deems it necessary to repair or replace the advertisement, C&W will do so at its expense.

7.5. If the advertiser requests repairs, C&W will repair or replace the advertisement at its expense within ten business days of receiving the request.

7.6. The advertiser remains liable for the agreed fee even if the advertisement is damaged or under repair.

7.7. The fee is exclusive of end-of-contract closure costs, which will be billed to the tenant after the advertisement is removed and must be paid within 14 days of the invoice date.

8. Force Majeure

8.1. If the advertisement is out of service due to force majeure on C&W’s part, the advertiser is not entitled to terminate the agreement. Nor does this situation relieve the advertiser of their payment obligation. If the advertisement is removed or out of service for more than one calendar month, the agreement will be extended free of charge for the same duration as the outage.

8.2. C&W is not responsible for typographical, printing, or other errors that result in incorrect pricing, dates, or other information. No rights can be derived from such errors.

9. Transfer

C&W is entitled to transfer its rights and obligations under the agreement to a third party.

10. Early Termination

10.1. C&W may terminate the agreement with the advertiser immediately and without prior notice if the advertiser fails to fulfill any of its obligations under the agreement. If bankruptcy is filed against the advertiser or the advertiser files for bankruptcy or applies for a moratorium, C&W may also terminate the agreement immediately.

10.2. Upon termination, the advertiser transfers ownership of the advertisement to C&W free of charge. The costs of removing the advertisement are borne by the advertiser.

10.3. If C&W terminates the agreement early, the advertiser is liable to pay C&W compensation equal to the fee that would have been owed had the agreement not been terminated early.

11. Severability

If any provision of these terms is found to be invalid, the parties are deemed to have agreed to a valid provision that most closely approximates the invalid provision.

12. Disputes

All disputes related to or arising from an agreement with the advertiser will be decided by the competent court in C&W’s place of business.