Delivery Conditions

12 June 2010

Article 1. Relevance

1.1. These general conditions apply to all offers and agreements between Vision Ears and the recipient of any kind, and the resulting commitments. Deviations must be in writing only with Digital Image & Design Ltd agreed to.

1.2. Digital Image & Design Ltd is based in Hong Kong;
K.v.K. 17238585

1.3. Under the "buyer" in these terms mean the client or any person who enters into an agreement with Vision Ears or wants to enter, or for whom Vision Ears a tender or a delivery or performance as well as his successors.

1.4. If Vision Ears are not always strict compliance with these conditions requires, this does not imply that these conditions do not apply would be whether to Vision Ears would lose the right to future whether similar cases, strict compliance with these terms and conditions.

1.5. If any provision of these terms and conditions for whatever reason does not apply, these terms remain in force.

1.6. Purchasing and other conditions which the customer applies states commit Vision Ears, unless these have been accepted in writing by Digital Image & Design Ltd. Such acceptance should not be inferred from the fact that Vision Ears a communication from the buyer that the terms of Digital Image & Design Ltd and does not accept his conditions applicable states without being late.

Article 2. Quotations

2.1. All Ears Vision offers made, quotations and quotations, in any form, without obligation and are based on information supplied by the customer, designs, drawings and data derived therefrom.

2.2. An offer is binding only if in writing made by Digital Image & Design Ltd indicating a period during which the offer is open for acceptance.

2.3. By Digital Image & Design Ltd supplied price lists, brochures, printing etc. are subject to change and not a valid offer.

Article 3. Agreement

3.1. An agreement is reached after a contract Digital Image & Design Ltd has confirmed in writing or Digital Image & Design Ltd after the execution of a contract has begun. The order confirmation is considered the agreement correctly and completely, unless the customer within five working against objects in writing.

3.2. For services / supplies which related to the nature and / or size, no order confirmation is sent, the invoice shall also be deemed as confirmation that the agreement correctly and completely, unless the customer immediately protested.

3.3. Additions and amendments to a contract, binding only insofar as they Digital Image & Design Ltd by Digital Image & Design Ltd confirmed in writing.

3.4. Digital Image & Design Ltd is authorized, if deemed desirable or necessary for proper execution of the assignments given to it to engage third parties. The costs will be passed to the buyer according to the quotations provided.

Article 4. Changes and additional work

4.1. Where there is more work, this will automatically affect the agreed price and at the agreed time of delivery. This comes at the expense / risk of the buyer. Where a change in the agreed services and / or supplies will result in less work and to reduce the agreed price, reserves Digital Image & Design Ltd reserves the right to the customer by Digital Image & Design Ltd already incurred costs and lost profit, to charge.

4.2. Additional work will - if possible - as early as possible, at least for its implementation, Digital Image & Design Ltd by writing to the customer informed. The customer is deemed to have agreed to the implementation of the said more work, with the associated costs and if necessary adjusted delivery unless the customer written opposition has before the execution of more work, but in any event within five days after the above notification Vision Ears.

Article 5. Payment

5.1 Unless otherwise agreed in writing (part) payment per job done as follows:

1. 30% deposit before order
2. 30% after design
3. 30% after construction / pre-pressure phase
4. 10% after final delivery

5.2. Unless otherwise agreed payment must be made by payment or transfer to a Vision Ears bank or giro account within 14 days after the invoice date. On the bank or giro statements of Vision Ears value date listed as date of payment.

5.3. Unless expressly agreed otherwise, payment will be made without set-off or suspension on any ground whatsoever.

5.4. Everything that the customer pays extends primarily to pay interest and / or (recovery) costs and then to pay the oldest outstanding invoices.

5.5. Submitted recipient the amounts due within the agreed period, the decrease of right in default and Vision Ears, without prejudice to its other rights, the right, at its choice to the customer on the entire amount owed interest to charge, forming either the then current official discount promissory note of the Dutch Central Bank plus a premium of 3% per annum or the then current statutory rate. This interest will be calculated from the due date of the invoice until the date of full payment. Moreover, all non-legal and judicial collection costs charged to the customer. The amount of the Vision Ears due extrajudicial collection costs are calculated according to the collection rate of the Dutch Bar Association, as from time to time be fixed with a minimum of 350 Euro.

5.6. Vision Ears if it appropriate, may require further security Digital Image & Design Ltd, failing which it may suspend implementation of the agreement.

5.7. If COD is supplied, the sum of cash costs 15 Euro. Until Vision Ears no credit is allowed, only cash on delivery. Within the Digital Image & Design Ltd allowable credit, payment must be credited within 14 days after invoicing.

Article 6. Services

6.1. The following provisions - in particular - if applicable Digital Image & Design Ltd services.

6.2. If providing services in stages, will Digital Image & Design Ltd and individual customer appointments.

6.3. Subject to Article 9 provisions will Digital Image & Design Ltd agreements services before the execution can dissolve if it appears that Digital Image & Design Ltd are not options to the agreed services to be delivered, without the customer enig may be entitled op which vergoeding whatsoever.

Article 7. Force Majeure

7.1. If Digital Image & Design Ltd force majeure of a permanent or temporary prevented the agreement (below) to perform, is Digital Image & Design Ltd entitled without any obligation to pay compensation to the agreement by appropriate written notice, without judicial intervention, wholly or partially dissolve, without prejudice to the right of Digital Image & Design Ltd on payment by the purchaser for already Digital Image & Design Ltd services provided before the existence of force majeure, or the (further) execution of the agreement to suspend. Upon suspension Digital Image & Design Ltd will still be entitled to dissolve or partially dissolve.

7.2. Force majeure includes any circumstances, making Digital Image & Design Ltd temporarily or permanently unable to honor its obligations, such as strikes, transport difficulties, fire, government regulations, including in any case, import and export prohibitions, quota restrictions and breakdowns in its or its subcontractors, and culpable failures by its suppliers, thereby Vision Ears its obligations to the buyer (no longer) to fulfill.

Article 8. Liability

8.1. Digital Image & Design Ltd is never obliged to pay the direct or indirect damages, resulting from or caused by defects in goods or services or not, late or incorrect operation of its supply or goods or services, except in cases of intent or gross negligence of Digital Image & Design Ltd. Any liability for consequential loss (business failure, loss of income etc.), data loss or data reduction, and / or consequential damages, from any cause whatsoever, including delays in the delivery of goods and services, is expressly excluded.

8.2. Digital Image & Design Ltd is not liable for its employees and / or third parties engaged by it to the buyer or third party damage, for whatever reason or any cause whatsoever, except in cases of intent or gross negligence.

8.3. For damages of any nature whatsoever, arising or resulting from incorrect, careless or improper use, or use for other purposes than normal by Vision Ears goods is not liable Vision Ears.

Article 9. Secrecy

9.1. Parties on both sides must provide full disclosure to third parties of mutually supplied confidential (business) information. The customer is obliged to take measures so that confidentiality by its employees is respected.

Article 10. General

10.1. The rights and / or obligations under any agreement to which these conditions apply, are not transferable and are not capable of assignment or the creation of a security, without the prior consent of the other party.

Article 11. Dissolution / Termination

11.1. The customer is considered to be legally in default and the (remaining) debt will become immediately payable if:

a. the customer any obligation of the contract, especially payment, late or not fulfilled;
b. Vision Ears has reasonable cause to fear that the buyer shall fail to perform and they do not comply with a written warning, stating the grounds for one at this reminder within reasonable time willing to explain his obligations;
c. the customer for its own bankruptcy, in a state of bankruptcy, for assignment is about, a request for suspension of payments or attachment to all or part of its estate and is not made within 10 days after attachment elimination.
d. the customer moves or decides to strike, or transfers his company or a substantial portion thereof, including the transfer of his company in a prospective or existing company, or proceeds or resolution to amend the objectives of its business or dissolution;
e. of death, if the customer is a natural person.

11.2. Digital Image & Design Ltd is entitled to 11.1 cases without being liable for compensation and without prejudice to its future rights, including rights with respect to overdue charges or interest and the right to damages without notice or judicial intervention being required;

a. the agreement wholly or partially dissolved state by appropriate written notice to the recipient and / or;
b. by any customer to Digital Image & Design Ltd amount due immediately and in full on demand.

11.3 If the agreement is terminated or dissolved in any way the provisions on confidentiality, cancellation / termination, applicable law and litigation fully applicable.

Article 12. Applicable law and disputes

12.1. All agreements between the parties and resulting legal proceedings are subject to Dutch law.

12.2. All disputes arising out of or relating to the agreement these conditions apply whether the conditions themselves and its interpretation or execution, shall be settled by the competent court in Amsterdam or in the residence of the recipient jurisdiction, choice of Vision Ears, unless otherwise agreed.

12.3. Digital Image & Design Ltd is entitled from time to time these general sales, delivery and payment terms to change.