GENERAL TERMS AND CONDITIONS Abcor B.V.

GENERAL TERMS AND CONDITIONS ABCOR B.V.

General terms and conditions of ABCOR B.V., having its registered office in Leiden, the Netherlands, as filed with the Trade Register of the Chamber of Commerce in Leiden under no. 33296694. Merkzaken.nl and ABCOR merkenbureau are trade names of ABCOR BV. The General Terms and Conditions apply to all activities of ABCOR B.V.

Art. 1 General information

1.1 These general terms and conditions apply to all activities and all legal relationships resulting therefrom between ABCOR B.V. (hereinafter referred to as ‘ABCOR’) and any third party (hereinafter referred to as ‘the client’) who gives ABCOR the instructions to perform work.

1.2 All quotations and offers from ABCOR are without obligation and apply as an invitation to act as a representative for the client, unless otherwise agreed in writing or deviated from in these general terms and conditions.

1.3 If and insofar as there is any deviation from these General Terms and Conditions, such deviations must be expressly acknowledged and agreed in writing by ABCOR. All provisions from which there is no deviation apply in full.

1.4 If any provision of the General Terms and Conditions is not applicable, the other provisions of these General Terms and Conditions shall remain in force. The invalid provision will then be replaced by a valid provision, which will be in line with the original intentions of this provision.

1.5 The applicability of any conditions or stipulations used by the client, of whatever nature, is expressly excluded.

Art. 2 The agreement

2.1 Agreements between the client and ACOR are concluded at the moment the client gives written or verbal instructions for the performance of any services and ABCOR accepts this instruction, taking into account the provisions of article 7.1.

2.2 All agreements/activities entered into as a result thereof, in addition thereto or subsequent thereto are considered to be a part of this agreement.

2.3 By entering into an agreement with ABCOR the client gives ABCOR a power of attorney to contact and engage third parties if this will be necessary for the execution of the assignment. This authorization also includes the acceptance on behalf of the client of the general terms and conditions of third parties if this is essential.

2.4 All assignments (notwithstanding articles 7:404, 7:407-2 and 7:409 of the Dutch Civil Code) shall be accepted and carried out exclusively by ABCOR, even if it is the express intention and wish of the client that this be carried out by a specific person.

2.5 If an assignment is not confirmed in writing by ABCOR, then ABCOR’s interpretation of the content and scope of the assignment shall prevail, unless the client can prove otherwise.

2.6 ABCOR reserves the right to refuse assignments without giving reasons.

Art. 3 Information and obligations of the client

3.1 ABCOR shall carry out the assignment based on information provided by the client. In order to perform the assignment, the client is obliged to provide ABCOR in writing with complete, detailed and clear information concerning the assignment, including information with which the client is familiar regarding previous applications, publications, issues and other parties or previous incidents. The provision of incorrect and/or incomplete information by the client, even if done in good faith, discharges ABCOR from any liability for the consequences and entitles ABCOR to terminate the agreement.

3.2 The client is obliged to inform ABCOR in writing and  in time of any changes in his address and/or contact details. If ABCOR is unable to contact the client, it is entitled to terminate the assignment unilaterally.

3.3 Client is entitled to and responsible for the timely, correct and proper delivery of all necessary documents, files, prints and data and guarantees the accuracy and completeness thereof.

3.4 The Client is responsible for keeping deadlines for amongst others (but not limited to) renewals or other actions to maintain filings and registrations. ABCOR is never obliged to take action in advance at its own initiative with regard to the availability, admissibility or protectability of a trademark, design, trade name domain or other rights connected with it.

3.5 ABCOR shall treat all information made available by the Client as confidential. However this provision does not relate to information already known to ABCOR.

Art. 4 Activities

4.1 ABCOR shall carry out the assignment given to it to the best of its ability, exercising due care, with due observance of the rules customary in the industry. ABCOR does not guarantee the accuracy and completeness of the information provided by the client and accepts no liability in this respect.

4.2 The client acknowledges and expressly agrees to the following conditions:

– the conducting of searches by ABCOR, or through third parties, for trademarks, designs, domains etc. is limited to those registrations which are recorded in the registers concerned and which have been made public by the authorities;

– in respect of the abovementioned searches ABCOR does not guarantee completeness, nor any guarantee in respect of the results. Advice regarding the availability of a trademark, design, domain name etc. is given by ABCOR without obligation. The decision to use the trademark, design, domain name etc, as well as all other decisions following an investigation/report, shall be at the client’s sole risk and expense; the duties of ABCOR in respect of the registration and application of an intellectual property right such as a trademark and design are limited to the preparation and filing of the necessary documents with the relevant authorities;

– the client is responsible at all times for giving timely instructions to ABCOR and for supplying the materials required to establish and maintain rights; in monitoring trademarks, designs etc. no guarantees are given in respect of the completeness of the monitoring;

– the work of ABCOR is of an advisory nature whereby subjective aspects of assessment play a role. The Client excludes all liability for loss or damage arising as a result of or in connection with this work. ABCOR shall only be liable if the damage was caused by intent or gross negligence on the part of ABCOR.

– For maintaining registrations and renewals of trademarks or designs etc. ABCOR shall send the client a timely reminder. However, the client remains responsible for keeping track of the deadlines and for the timely issuing of the final instruction to maintain these rights.

Art. 5 Liability

5.1 ABCOR does not guarantee the completeness and accuracy of the information and data provided by the client and accepts no liability in this respect.

5.2 Because the work of ABCOR is advisory in nature and involves subjective aspects of assessment, ABCOR shall not be liable for any damage resulting from such work, except in the case of gross negligence or wilful misconduct.

5.3 ABCOR accepts no liability whatsoever towards the client, with the exception of gross negligence and intent. If ABCOR, despite the exclusions and limitations of liability laid down in these general terms and conditions, is nevertheless liable, then that liability shall be limited to the amount covered by the insurance taken out by ABCOR, if such insurance applies.

5.4 If ABCOR should nevertheless be liable, without prejudice to the above (in article 5.3), on any grounds whatsoever, then that liability shall at all times be limited to the invoice value of the assignment that gave rise to the damage. In no event shall the compensation referred to in this paragraph exceed €1,500.

5.5 The burden of proof in respect of any alleged liability of ABCOR lies with the client, who accepts such burden of proof.

5.6 The client indemnifies ABCOR against claims from third parties for damage connected with or resulting from the assignment or any actions performed by ABCOR as a consequence of the assignment.

5.7 In all cases where ABCOR is dependent on the cooperation of third parties or where third parties are engaged in the execution of an assignment, any liability of ABCOR for damage resulting from or related to any act or omission on the part of said third party is excluded. When the occasion arises the client shall have to hold that third party directly liable. ABCOR shall assist the client in this respect.

5.8 Any claim against ABCOR lapses one year from the date of execution of work and activities to which the claim relates.

Art. 6 Force majeure

6.1 Force majeure is understood to mean any failure in the performance of the agreement that is not the fault of or for the account of ABCOR. Force majeure also exists if ABCOR is prevented from fulfilling its obligations after the conclusion of the agreement due to illness or other impediments of an employee of ABCOR. Force majeure also includes circumstances such as: mobilisation, war, fire, floods, strikes, riots, computer malfunctions, transport malfunctions, malfunctioning of telecommunication or postal services, non-delivery of services by public utility companies and all other circumstances in which ABCOR cannot reasonably be expected to meet its obligations.

6.2 Force majeure also exists if the client provides incorrect or incomplete information, or in the absence of sufficient cooperation from the client.

6.3 In case of force majeure ABCOR has the right (without legal intervention) to suspend the agreement or to dissolve the agreement in whole or in part, without becoming liable for the consequences.

Art. 7 Fees and expenses

7.1 The fee for the work performed by ABCOR is not dependent on the result of the assignment and is based on the following rates: government fees for filing and maintaining rights, fees of third parties such as research bureaus and foreign agents, hourly rates of agents for work performed and office costs.

7.2 The cost estimate provided by ABCOR to the client is purely indicative and exclusive of VAT.

7.3 ABCOR is entitled after the start of the agreement to pass on to the client any increases in costs arising from, inter alia, government taxes. Any changes in the exchange rate of foreign currencies shall not entitle the client to dissolve the agreement.

7.4 The applicable rates are those mentioned in the most recent price lists or prices confirmed by ABCOR to the client.

7.5 The rates do not include legalisations, clichés, extra classes, statement of use, late filing fees, provision and translation of priority proofs, drawings, document data, register extracts, translations, classifications. Also not included are costs that arise after filing the application as a result of publication, negotiations with third parties, problems with objections, oppositions and defending against refusals, etc. These costs will be charged to the client separately.

Art. 8 Payments

8.1 ABCOR shall charge its fee and additional costs to the client by way of advance, interim and/or final invoices (at the sole discretion of ABCOR). If ABCOR sends an advance payment invoice, the client’s order shall not be deemed a final order until the invoice has been paid. Upon receipt of payment ABCOR shall commence work.

8.2 Unless expressly agreed otherwise in writing, payment should always be made within 14 days of the date of invoice, without deduction or set-off and without suspension due to an alleged or actual failure by ABCOR.

8.3 Overpayments shall be refunded to the client on completion of the work.

8.4 Each invoice or claim by ABCOR shall be considered as a separate claim against the client.

8.5 If the invoice is sent to a third party at the request of the client, then both parties and the party in whose name the IP rights have been established / or work has been done are liable for payment. They may all be demanded to pay by ABCOR.

8.6 If the client fails to pay within the agreed period, he shall be in default without any notice of default being required. From the due date ABCOR shall always be entitled to charge interest for late payment at the rate of 1.5% per month, whereby part of a month shall count as a full month.

8.7 In the event of late payment ABCOR is entitled to immediately suspend or cease execution of the contract without incurring any liability to the client. Late payment of invoices may lead to the forfeiture of rights. If one or more invoices are not paid on time ABCOR is entitled to suspend and discontinue all work for this client and shall not be liable for the consequences of the failure to do so.

8.8 As additional security for payment by the client, the client, by awarding the assignment, grants ABCOR a first right of pledge on all IP rights filed and established by ABCOR for or on behalf of the client, expressly including its trademarks, designs and domain names. The acceptance of these general terms and conditions by the client is proof of the existence of this first right of pledge.

8.9 In the event of late payment the client is always obliged to reimburse ABCOR for extrajudicial collection costs, including the costs of the collection agency, statutory interest, actual costs incurred and the fees of bailiffs and lawyers, even if these exceed the judicially established compensation for legal costs, with a minimum of € 175.

Art. 9 Complaints

9.1 Complaints about shortcomings in the execution of the work by ABCOR should be sent to ABCOR within 30 days of the termination of the assignment.

9.2 If the work commissioned has not yet been completed, the client should report this immediately, but at the latest within 30 days of the date on which it was discovered. Complaints relating to invoices must be received by ABCOR within 30 days of the invoice date.

Art. 10 Termination of agreement

10.1 If the client fails to meet any obligation ensuing from the agreement entered into with ABCOR, or fails to meet it properly or in time, ABCOR is entitled without any obligation to pay compensation and without prejudice to the rights accruing to ABCOR, to dissolve, terminate or suspend all or part of the agreement (without notice of default and without judicial intervention). This is also the case in the event of bankruptcy, suspension of payment, placement under guardianship or closure or liquidation of the client’s company.

10.2 All claims of ABCOR against the client shall then become immediately payable. The client shall remain liable for any loss suffered by ABCOR as a result, including loss of profit.

Art. 11 Applicable law

11.1 All agreements and/or acts entered into between ABCOR and the client are governed exclusively by the laws of the Netherlands.

11.2 Any disputes shall be submitted exclusively to the competent court in The Hague, without prejudice to the right of ABCOR to submit any dispute to the court which has jurisdiction according to law.

These General Terms and Conditions are filed with the Chamber of Commerce and Industry in Leiden, under number 33296694.

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