GENERAL TERMS AAN CONDITIONS
In these conditions: “the network” means radicalfuture network represented by the founder and brand owner Ilaria Forte; “the customer” means a person, firm or company whose order has been accepted; “the products” means all or any of the products described on the order acknowledgement; “the contract” means the contract or contracts for the sale of the products and services made between the network and the customer; “the order acknowledgement” means the network’s written acknowledgement of the customer’s order for products; “delivery” means collection by the customer from the network or delivery by the network to the customer or to such third party address as the customer directs.
1.1 These conditions form part of each agreement between the network and the customer.
1.2 Any divergent conditions and/or alterations to the agreement shall apply only in so far as they have been expressly agreed in writing for a given order.
1.3 If and in so far as any provision of these conditions cannot be invoked because this would not be reasonable or fair or because of the unreasonably onerous nature of such provision, the provision shall be interpreted in such a way that its content and tenor are as far as possible in accordance with the original and thus can be invoked.
1.4 The agreement shall replace and prevail over all previous correspondence and arrangements between parties.
1.5 If any provision of these conditions should prove not to be valid or applicable for any reason whatsoever, the remainder of these conditions shall remain in full force.
2.1 Offers shall be made in the form of a project offer or proposal. A proposal shall be made in writing and shall in any event contain a short description of the research project. A proposal shall contain a statement of the expected duration of the project.
2.2 On the basis of the data supplied by the customer, the network shall determine the price of the project in the proposal, excluding German value-added tax and other levies imposed by government authorities.
2.3 Unless otherwise specified in the proposal, the price quoted does not include additional costs such as (extra) travelling and accommodation expenses, the costs of (additional) meetings, rental of location and equipment, expenses for preparing presentations and any possible unforeseen costs which may be incurred by the network.
2.4 A proposal shall be valid up to one month from the date of such proposal, on condition that the order can be executed within the period referred to in the proposal, calculated as from the starting date referred to in the proposal.
2.5 Quotations by the network shall not constitute an offer. An order based on the network’s quotation shall constitute an offer, acceptance of which by the network by way of an order acknowledgement must be in writing.
3. Conditions of contract
These conditions shall be the only conditions of the contract and no other terms and conditions, warranties, undertakings or representations, expressed or implied, shall apply to the contract. If the order or any other document of the customers purports to incorporate into the contract any terms and conditions other than these conditions, delivery of the products by the network shall in each case be deemed to be made on the condition that such delivery constitutes an offer to the customer by the network to enter into the contract only subject to these conditions which shall be accepted by the customer by his taking delivery of the product. No variations of these conditions shall be effective unless agreed in writing by the network and the customer.
4. Product improvement
The network may make modifications to the products as it considers appropriate provided such modifications do not materially affect the functionality of the products.
5. Delivery dates
Time of delivery shall not be of the essence. Whilst every effort will be made to adhere to the delivery dates shown in the order acknowledgement such dates are estimates only and the network shall not be liable for any losses, costs, damages or expenses suffered by the customer or any other person or company arising directly or indirectly out of any failure to meet any estimated delivery date.
6. Cancellation and variations of orders
6.1 The customer shall not cancel any order for the supply of the products nor vary the delivery date without the prior written consent of the network. The company may as a condition of its consent impose such charges as it considers appropriate (in its reasonable opinion) for cancellation or variations, including a charge for cancellation equivalent to the costs incurred by the network prior to the date of cancellation respect of all items and materials ordered, supplied to or manufactured by the network in connection with the supply of the products pursuant to the contract.
6.2 In the event of the cancellation by the customer without the network’s written consent the customer shall remain liable to pay the network the full price of the products and the network shall be entitled to retain any monies received in respect thereof. If the network is unable to deliver the products to the customer due to any action on the part of the customer including lack of instruction, the network may regard such action or lack of instruction as a unilateral cancellation of the order by the customer.
7.1 The customers shall pay the network the price for the products shown on the order acknowledgement.
7.2 Unless otherwise stated prices are exclusive of VAT and other taxes, which shall be applied in accordance with government legislation at the date of invoice.
7.3 The project shall exclusively consist of that which has been agreed in the proposal. The network reserves the right to charge for additional work not envisaged at the time of conclusion of the proposal and project agreement.
7.4 If it appears during the execution that the specifications and assumptions supplied by the customer, do not tally with the real situation found in the research project or if there are other foreseen or unforeseen external circumstances such as an increase in taxes, wages and/or social security charges, energy prices and other tariffs and/or expenses charged to the network by third parties, these shall be charged to the customer. The customer shall be informed thereof as quickly as possible. If the differences result in costs which are lower than those estimated, the invoices may be adjusted.
8.1 All payments shall be made in Euro unless otherwise agreed in writing by the network.
8.2 Unless the customer has established a satisfactory credit arrangement with the network payment is due within 14 days following receipt of invoice, otherwise payment is due on or before delivery. Payment shall be effected within 14 days of the date of invoice, effectively in the agreed currency, for which purpose the date on which the amount due is credited to the account of the network is taken as the date of payment.
8.3 The network reserves the right to defer without penalty delivery of any products which have been ordered by the customer so long as any amounts remain outstanding for payment. In the event of non or partial payment within the payment terms set out in condition. The client shall owe interest on the outstanding amount which is equal to the statutory interest applicable at that time, without any prior notification or reminder.
8.5 No claim by the customer in respect of the products comprised in one delivery of products shall entitle the customer to withhold payment of the whole or any part of the proceeds payable respective any other delivery of the products.
8.6 The customer shall also bear all judicial and extrajudicial costs which network incurs in order to collect its claim and interest if the term of payment is exceeded. These costs shall be3% to9% of the outstanding amount, with a minimum of € 250.-- (two hundred and fifty euros).
5. If any invoice is not paid in time, the customer shall be in default by operation of law and the total research amount shall become forthwith due and payable.
9. Intellectual Property
The network are and shall remain the sole owners of the copyright, design rights and any other rights in the products and any software, data or information supplied by the network.
10. Force Majeure
The network shall not be liable to pay compensation nor shall it be ground for termination of the contract if it fails to deliver or delays delivering any products as a result (whether directly or indirectly) of any strike, lockout, fire, flood, inability to obtain materials, breakdown, delay of supplier or carrier, government act, regulation or any other cause beyond its control.
11. Mutual Promotional Benefit
The network shall be permitted to use the name, logo and approved store images of the customer as a current or former customer in promotional material. With customer’s prior written approval, such approval not to be unreasonably withheld, the network shall also produce and disseminate case studies and press releases for mutual promotional benefit. It is acknowledged and agreed that no information which might reasonably be of commercial benefit to a rival business will be included in such media communications and that the network shall liaise with customer’s own PR or communications department or agency in the creation of such case studies and/or press releases.
12. Analysis & interpretation
12.1 The network shall collect data from the products and provide the customer with reports, advice, interpretation and analytical outputs as stated in the order acknowledgement. These are provided as guidance only. The network and its suppliers shall not be liable for any damages whatsoever (including without limitations, damages for loss of business profits, business interruption, loss of business information or pecuniary loss) arising out of the use or inability to use the network’s reports, advice or analysis.
12.2 Title of ownership in all data supplied by the network shall remain with the network at all times and the network shall have the right to use such data collected in any manner in which they shall see fit provided that the customer’s confidentiality is not infringed.
13.a The network will use reasonable skill and care to ensure the accuracy of its reports, models and other presentations of the analysis and interpretation. The network does not predict or assure any particular substantive results of the analysis and interpretation in advance, nor does the network accept any liability for (i) customer’s interpretation of network’s reports or of other data furnished to customer by the network, (ii) any errors caused by errors in data provided to network, or (iii) resale of any analysis and interpretation or other data by customer.
13.b The customer acknowledges that it has entered into this contract in reliance only on the representations, warranties promises and terms contained in this contract and, save as expressly set out herein, the network shall have no liability in respect of any other representation, warranty or promise made prior to the date of this contract unless it was made fraudulently.
13.c Except as expressly provided in this contract and to the fullest extent permitted by law, network hereby disclaims all warranties, conditions or other terms implied by statute or common law with respect to the goods and services provided, including but not limited to any implied warranty of fitness for purpose.
13.d The network excludes any liability of loss of contract, loss of profit, loss of revenue and loss of business, whether direct or indirect, and any incidental, indirect, exemplary, special or consequential loss or damage of any kind whatsoever arising out of or in connection with the contract whether or not such party was advised of the possibility of such damage and whether based in breach of contract, tort or any other theory at law or in equity.
13.c Nothing in this contract shall limit or exclude either party’s liability for: a) death or personal injury caused by its negligence; b) its fraud or wilful default; c) breach of data protection legislation; and d) anything else which it cannot by law limit or exclude its liability.
14. Governing law
The construction validity and performance of this contract shall be governed in all aspects by German law. All disputes which may arise as a result of an agreement between the network and the customer or further agreements which may follow therefrom shall be settled by the competent court in Hamburg.