| GENERAL TERMS AND CONDITIONS |
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GENERAL, SCOPE OF APPLICATION
- All contracts with JC Digital Final Productions SC (hereinafter the "Contract")
shall be exclusively subject at all times to the following General Terms and Conditions
(the "General Terms"). Unless expressly accepted by JC Digital Final Productions
SC in writing, any terms and conditions of the Customer inconsistent with or diverging
from these General Terms shall be excluded. These General Terms shall apply even
if JC Digital Final Productions SC, knowing about inconsistent or diverging terms
and conditions of the Customer, executes an order without reserve.
- A consumer within the meaning of these General Terms is any natural person who
enters into a business relationship with JC Digital Final Productions SC without
exercising any industrial, commercial, or professional activity.
- An enterprise or an entrepreneur within the meaning of these General Terms is
any natural person or a corporation or incorporated partnership which enters into
a business relationship with JC Digital Final Productions SC in exercise of its
industrial, commercial, or professional activity.
- A Customer within the meaning of these General Terms may be either a consumer,
an enterprise, an entrepreneur or any related entities that have entered into any
business relationships with JC Digital Final Productions SC or is receiving any
services from JC Digital Final Productions SC.
- CONCLUSION OF THE CONTRACT
- The offers of JC Digital Final Productions SC shall not be binding and shall
be deemed to be a request to the Customer to place an order with JC Digital Final
Productions SC.
- The Customer's order shall constitute a binding offer to JC Digital Final Productions
SC which JC Digital Final Productions SC may accept within four weeks by a written
confirmation of order or actual performance of the ordered service. Until such time
as the order has been accepted, the offer shall not be binding upon JC Digital Final
Productions SC.
- Type, scope and time of the service shall result from the individual contract,
the order confirmation and/or the delivery notes or performance vouchers or records
of JC Digital Final Productions SC.
- The time limits agreed under the Contract shall begin to run upon receipt of
the order confirmation by the Customer, however at the earliest when all conditions
of the order and technical details have been cleared up and, if applicable, all
original materials, documents and/or permits which are required by law and/or deemed
to be required by JC Digital Final Productions SC have been provided or made available
to JC Digital Final Productions SC by the Customer.
- In the event of subsequent requests of the Customer for revisions to the original
order, the agreed time limits shall be discontinued and shall run again from the
beginning once the revised order is finalized.
- FILM, VIDEO AND SOUND SERVICES
- All the materials necessary for the copying process (data carriers) shall remain
JC Digital Final Productions SC's property, regardless of the remuneration for JC
Digital Final Productions SC's services. JC Digital Final Productions SC shall not
be obligated to store such material beyond completion of processing. However, for
the eventuality of subsequent orders and without assuming any liability, JC Digital
Final Productions SC will store such material for one year; a longer storage shall
be subject to a special written agreement.
- If color corrections are to be made, subjective appraisal of the colors/tones
may vary significantly. In the event that the Customer has not given any instructions
in this respect, tuning of the colors/tones shall be effected at JC Digital Final
Productions SC's discretion. The tolerances customary in trade shall apply to material-related,
processing-related or system-related color or tone variations. In this respect,
express reference is made to Section 11.1 hereof.
- As a rule, all services of JC Digital Final Productions SC will be invoiced
per eight-hour shifts plus lunch break. Therefore, the staff required for the operation
of the machines will be invoiced per working hour as well. Any unfinished working
hour will be invoiced as a full hour.
- STORAGE OF MATERIALS
- As a principle, JC Digital Final Productions SC takes over materials consigned
for storage without checking the state and condition in which they are handed over.
Sufficient insurance coverage of such materials is the obligation solely of the
Customer. Acceptance and return of the materials consigned for storage will be carried
out during business hours. The Customer shall notify JC Digital Final Productions
SC of his intention to pick up stored materials 24 hours in advance, in order to
give JC Digital Final Productions SC sufficient time to make them available.
- If JC Digital Final Productions SC deems it necessary, JC Digital Final Productions
SC shall have the right to have the materials stored with third parties on behalf
of the Customer.
- The storage fees will be invoiced by JC Digital Final Productions SC according
to the respectively applicable price lists. If the materials are not processed by
JC Digital Final Productions SC, storage will be invoiced from the date of their
delivery and fall due for three months in advance. Any unfinished month of storage
shall count as a full month.
- The storage fees indicated in JC Digital Final Productions SC's price lists
do not include remuneration for special services such as stocktaking, preparing
inventory lists, searching for individual items, sorting work, etc. Such service
will be invoiced according to the actual time incurred.
- After expiry of a period of time deemed to be reasonable by JC Digital Final
Productions SC and after a corresponding notice, JC Digital Final Productions SC
shall have the right to send the stored materials to the Customer's last known address.
- If such notice cannot be served upon the Customer, JC Digital Final Productions
SC shall be entitled, after expiry of a period of one month, either to deposit the
material with third parties or to sell it in a public auction or as used material,
or to destroy it, or to use it, including the rights of use transferred by way of
security pursuant to Section 13.1 hereof.
- LEASE AND TRANSFER FOR USE
- The Customer shall check completeness and exterior condition of rented object
immediately upon its receipt at the place of delivery and notify any damage to or
other impairment of the object to JC Digital Final Productions SC, including any
transport damage or loss, in writing. Complaints for shortage or evident defects
lodged at a later date will not be accepted.
- The Customer shall treat the rented objects with care and provide for a proper
and sufficient insurance coverage. He shall not be entitled to sublet or in any
means whatsoever transfer the rented objects to third parties for use.
- Unless agreed otherwise with the Customer in writing, JC Digital Final Productions
SC reserves the right to choose ways and means of transport. JC Digital Final Productions
SC will only take out a transport insurance upon written request and at the expense
of the Customer.
- Risk shall pass to the Customer as soon as the rented objects are handed over
to the forwarding agent(s) or leave JC Digital Final Productions SC's storehouse
for shipment, whichever shall occur first.
- Upon expiry of the lease term, the Customer shall return the rented objects
to JC Digital Final Productions SC franco domicile. The transport risks shall be
borne by the Customer, even if JC Digital Final Productions SC carries out the transport
on his behalf. In case of damage to, destruction or loss of the rented objects,
e.g. by theft, the Customer shall notify the circumstances to JC Digital Final Productions
SC in a comprehensive manner and without delay. The notification must be in writing.
- Type, duration and extent of the transfer of equipment, objects and furniture
shall result from an individual Contract, the confirmation of order and/or the delivery
notes or performance vouchers or records of JC Digital Final Productions SC. Regardless
of any differing duration of the use claimed by the Customer, said documents, in
connection with the respectively applicable price list, shall be the basis for calculation
of the remuneration. In the event of a conflict between said documents, the individual
Contract will prevail.
- The Customer shall meet the deadlines agreed with JC Digital Final Productions
SC for the beginning and the end of his work. If he exceeds the deadline, he shall
not be entitled to use the rooms beyond the agreed deadline, or on weekends or holidays.
- If an order is cancelled within the last 24 hours before the beginning of the
lease term, a cancellation fee of 50% of the total rent shall be due, unless the
Customer can prove to the satisfaction of JC Digital Final Productions SC that the
actual damage incurred by JC Digital Final Productions SC as a result of the cancellation
is lower or negligible.
- The Customer shall assume any and all legal liabilities for the leased premises
and/or rooms, including, but not limited to the duty to maintain safety. He shall
observe all applicable safety regulations against occupational accidents), electrical
damage, etc., as well as all generally recognized safety and medical rules. To the
extent prescribed by the authorities, fire-fighting, medical and order-maintenance
staff shall be provided for by the Customer. If the Customer fails to do so, such
staff will be provided by JC Digital Final Productions SC and charged to the Customer
at cost.
- JC Digital Final Productions SC will not assume any liability for objects of
any kind brought by the user into the leased premises and will not provide for insurance
coverage of such objects.
- If operating difficulties or other operating disruptions for which neither
the Customer nor his agent or his auxiliary personnel is responsible, make performance
of the agreed services impossible during a period longer than four consequential
hours, JC Digital Final Productions SC shall have no right of remuneration for the
duration of the disruption exceeding four hours. In such a case, however, the Customer
shall only be entitled to rescind the Contract if the cause for the disruption cannot
be removed within a reasonable period of time and, as a result, the Customer's economic
interests are substantially impaired.
- CUSTOMER'S DUTIES
- The Customer warrants that he is legally and/or contractually entitled to enter
into the Contract with JC Digital Final Productions SC and to make all dispositions
and execute all legal acts related to the Contract. He represents that no legal
obstacles prevent him from placing the order.
- Upon express request of JC Digital Final Productions SC, the Customer shall
represent that he is not subject to any limitation of his rights to exploit the
material to be processed; if necessary, he shall obtain the consent of the party
entitled to exploit the material. This shall also apply to the rights assigned to
any company exploiting such rights.
- Within the framework of the statutory and/or contractual provisions, JC Digital
Final Productions SC shall be entitled to deliver all reports required by the exploitation
companies. In such cases, the Customer shall indemnify, defend and hold harmless
JC Digital Final Productions SC against any claim of the exploitation companies.
- Unless agreed otherwise in writing, JC Digital Final Productions SC shall be
entitled to assume that the Customer (depositor - in case of a plurality of depositors
each individual one) is entitled to draw rights and grant sublicenses.
- The Customer shall:
- provide for full insurance coverage of the items handed over to or deposited with
JC Digital Final Productions SC;
- keep available any security or duplicate material suitable for replacing the original
material;
- notify changes of address, company name or of the right holder to JC Digital Final
Productions SC without delay;
- inform third party right owners about these Terms and Conditions and ensure that
these are approved in writing;
- take delivery of the services in due time;
- answer inquiries of and respond to statements by JC Digital Final Productions
SC within a time period deemed reasonable by JC Digital Final Productions SC.
- PRICES
- JC Digital Final Productions SC's prices are in US dollars and will be invoiced
plus applicable legal VAT. If objects are to be delivered to the Customer, the prices
will be ex works. Unless otherwise indicated on the invoice by JC Digital Final
Productions SC, all products are sold ex works (JC Digital Final Productions SC
fulfills its obligation to deliver when it has made the goods available at his premises
to the customer. JC Digital Final Productions SC is not responsible for loading
the goods on the vehicle provided by the Customer or for clearing the goods for
export, unless otherwise agreed. The Customer bears all costs and risks involved
in taking the goods from the JC Digital Final Productions SC's premises to the desired
destination.). Packaging, loading and freight will be invoiced separately.
- If performance of the service takes place more than four months after conclusion
of the Contract and if, during this time, JC Digital Final Productions SC's costs
for performance of the service have increased (reasons for the increased costs shall
include but are not limited to the result of a wage settlement or price increases
of material), JC Digital Final Productions SC shall be entitled to claim payment
of the higher prices resulting therefrom.
- JC Digital Final Productions SC will invoice disbursed costs for third-party
services with a surcharge for administrative expenses of 20%, unless Customer proves
that JC Digital Final Productions SC's costs for such third-party service were less.
- TERMS OF PAYMENT
- Depending upon the agreement, JC Digital Final Productions SC's invoices shall
be due for payment without any deduction at the moment that the Customer picks up
or takes delivery of the object of the Contract. When the object consists of more
than one component, the invoice shall be due for payment without any deduction at
the point in time that the first component is picked up or delivered. Payment shall
be in US dollars drawn. Any non-compliance with this provision shall permit JC Digital
Final Productions SC to assess additional charges incurred in conversion and processing
of the payment.
- JC Digital Final Productions SC shall have the right to demand a fee of US$
25.00 for each reminder as from the beginning of a default in payment, unless the
Customer proves that JC Digital Final Productions SC's costs for such reminder were
less.
- In case of the Customer's default in payment, JC Digital Final Productions SC
shall be entitled to charge a penalty interest on arrears at a rate exceeding the
BBVA Bancomer Base Interest Rate by 5% if the Customer is a consumer and by 8% if
the Customer is an entrepreneur or enterprise. In addition, JC Digital Final Productions
SC shall have the right to charge an interest at a higher rate on another legal
basis or to claim compensation for any higher damage incurred.
- The Customer's payments may only be withheld for or set off against undisputed
counterclaims or counterclaims which have become final and absolute.
- If, after conclusion of the Contract, the Customer's financial situation deteriorates
to a substantial extent or JC Digital Final Productions SC obtains knowledge of
circumstances that could threaten payment of the remuneration, JC Digital Final
Productions SC shall have the right to refuse performance of its duties until the
Customer has fulfilled his obligations under the Contract or furnished security
deemed appropriate by JC Digital Final Productions SC.
- JC Digital Final Productions SC may set a reasonable time limit within which
the Customer, at his choice, shall perform his obligation or furnish security simultaneously
upon the corresponding counter-performance of JC Digital Final Productions SC under
the Contract. If, after expiry of this time limit, the Customer has failed to perform,
JC Digital Final Productions SC shall be entitled to rescind the Contract.
- DELIVERY / PERFORMANCE OF THE SERVICE
- The time limits for the delivery/performance of the service by JC Digital Final
Productions SC result from the order confirmation issued by JC Digital Final Productions
SC.
- JC Digital Final Productions SC reserves the right to perform in advance and
partially.
- Any event of Force Majeure occurring shall entitle JC Digital Final Productions
SC to delay the delivery or performance by the duration of the impediment. For the
purposes of these Terms and Conditions, Force Majeure shall include but not be limited
to strike or legal lock-out, war, import or export restrictions, shortages of energy
or raw materials, fire, flood, elements of nature or acts of God, public utility
electrical failure, terrorism, riots, labor difficulties, court order, third party
non-performance, or any other similar cause beyond the reasonable control of JC
Digital Final Productions SC.
- If, due to an event of Force Majeure, the delivery or performance becomes impossible
on a permanent basis, however at least for six months, JC Digital Final Productions
SC shall be released from its obligation to deliver or perform.
- Any event for which JC Digital Final Productions SC is not responsible and which
makes the delivery or performance impossible or unduly difficult shall be deemed
to be an event of Force Majeure, and in the event that JC Digital Final Productions
SC is not being supplied with the necessary goods, it cannot be held responsible
for such failure. If, due to such an event, JC Digital Final Productions SC is released
from its duty to deliver or perform, the Customer shall be entitled to rescind the
Contract.
- If, after expiry of the provided time limit, a delivery or performance is delayed upon
the Customer's request, JC Digital Final Productions SC will invoice any storage costs
incurred as from this date; in case of a storage in JC Digital Final Productions SC, 0.5% of the total amount of the invoice for each month of storage; any unfinished month of storage shall count as a full month.
- PASSAGE OF RISK
- In case of objects to be delivered, risk shall pass to the Customer as soon
as the objects are dispatched or handed over to the forwarding agent. This shall
also apply if the objects are forwarded by JC Digital Final Productions SC itself
or the persons employed by JC Digital Final Productions SC for such purpose.
- If the objects are collected by the Customer, risk shall pass when they are
handed over to him or his agent. If dispatch or collection of the objects is delayed
as a result of circumstances for which the Customer is responsible, risk shall pass
to the Customer when the objects are ready for being dispatched or collected. When
the object consists of more than one component, risk shall pass at the point in
time that the first component is handed over to him or his agent or in the case
of delay, when the first component of the object is ready for being dispatched or
collected.
- In the case of performance of a work, risk shall pass to the Customer upon
acceptance.
- CUSTOMER'S RIGHTS AND REMEDIES IN CASE OF DEFECTS
- If motion picture and/or sound recordings which were not recorded on JC Digital
Final Productions SC's equipment are copied or processed on its equipment, JC Digital
Final Productions SC shall only be liable for a workmanship-like processing. If
mixings of multi-channel recordings or master mixings of TV films or cine films
are carried out by JC Digital Final Productions SC's personnel without the Customer
or a senior employee of the Customer (i.e. the director of the film) attending,
JC Digital Final Productions SC shall only be liable for a technically proper processing.
- In all other cases, the Customer, if he is an entrepreneur or an enterprise,
shall examine the delivered objects immediately after their delivery, or examine
the performed work immediately after completion of the manufacturing process. If
the objects or work show an evident defect, this defect must be notified in writing
within one week from the time of their delivery; if not, acceptance must be notified.
- Entrepreneurs or enterprises shall notify any non-evident defect within two
weeks from the date at which it appears, however at the latest within one year from
the delivery of the objects or acceptance of the work.
- If the Customer is a consumer, he must notify in writing evident defects within
two months from the date at which the defects appear, and non-evident defects within
two years from the delivery of the objects or acceptance of the work, at the latest.
- If the Customer fails to notify evident defects within the bar periods provided
in Sections 11.2 y 11.4, the delivered object or the work performed shall be deemed
accepted.
- If a delivered object proves to be defective, the Customer may claim removal
of the defect(s) either by repair of the defective object or delivery of another,
defect-free object, at his discretion. If a performed work proves to be defective,
JC Digital Final Productions SC shall be entitled to decide whether it will remove
the defect by repair or by performing the work again.
- JC Digital Final Productions SC may subject the removal of defect(s) to the
payment of a reasonable share of the agreed price, taking the defect into account.
JC Digital Final Productions SC may refuse removal of the defect(s) in the manner
chosen by the Customer pursuant to Section 11.6 if the cost incurred is disproportionate.
- If, in the case of a performed work, JC Digital Final Productions SC does not
carry out removal of the defect(s) within a reasonable time limit set by the Customer,
the Customer shall be entitled to remove the defect(s) himself or have them removed
by third parties at JC Digital Final Productions SC's expense if the cost incurred
is not disproportionate with the defect.
- If the repair of a defect fails twice or if JC Digital Final Productions SC
refuses both repair and delivery of a new object or performance of a new work, or
if JC Digital Final Productions SC does not carry out removal of the defect within
a reasonable time limit set by the Customer, the Customer, in the case of both delivery
of objects and performance of a work, shall be entitled either to reduce the price
or to rescind the Contract. In addition, the Customer shall be entitled to claim
either compensation of the costs incurred in vain, or damages instead of delivery
or performance. The Customer's right to rescind the Contract or to claim damages
instead of delivery or performance shall be excluded if the defect is not a material
defect.
- If the Customer is an entrepreneur or an enterprise, the statutory period
of limitation for his/its claims shall be one year from delivery of the object or
acceptance of the work. If the Customer is a consumer, the statutory period of limitation
for his claims shall be two years from delivery of the object or acceptance of the
work.
- The Customer shall not have any of the aforementioned rights or remedies if
the defect(s) have been caused by an improper operation or maintenance of or changes
to the delivered object or performed work without JC Digital Final Productions SC's
prior approval.
- LIABILITY
- JC Digital Final Productions SC's liability shall be unrestricted in the case
of willful misconduct or gross negligence.
- In the case of ordinary negligence, JC Digital Final Productions SC shall only
be liable to the extent that material duties under the Contract have been violated,
and its liability shall be limited to the amount of the typical and foreseeable
damage under the Contract, unless in the case of damage to life, body and health.
- To the extent that restoration of the material handed over to JC Digital Final
Productions SC for processing is not possible with the Customer's negatives, copies
or other kind of original materials, the typical and foreseeable damage shall amount
to the value of a carrier material of the same type and length.
- In the case of ordinary negligence, JC Digital Final Productions SC shall not
be liable for any indirect and unforeseeable damage, as well as any consequential
damage or lost profit, except if material contractual duties have been violated.
- A liability for damages exceeding the liability provided herein shall be excluded
regardless of the legal nature of the claim put forward.
- The liability restrictions and exclusions pursuant to Sections 12.2, 12.3,
12.4 and 12.5 shall not apply to a liability without fault (strict liability) provided
by statute, in particular under a warranty or a product liability law.
- To the extent that JC Digital Final Productions SC's liability is restricted
or excluded, this shall also apply to the personal liability of its employees, other
staff members, corporate agents, and of any person employed by JC Digital Final
Productions SC in performing the Contract.
- RETENTION OF TITLE, SECURING RIGHTS AND RIGHTS OF USE
- Objects delivered to consumers shall remain JC Digital Final Productions SC's
property until payment in full of the invoice.
- If objects are delivered to an entrepreneur or enterprise, JC Digital Final
Productions SC reserves securing rights to the delivered objects until full settlement
of all receivables of JC Digital Final Productions SC from the whole business relationship
with the entrepreneur. These securing rights shall be released pro rata as soon
as their liquidation value exceeds the amounts to be paid by the entrepreneur by
more than 20% on a continuing basis. In the case of a current account, the rights
shall serve to secure the balance receivable by JC Digital Final Productions SC.
- The object of the Contract shall remain JC Digital Final Productions SC's property
until full payment of the invoice. If the entrepreneur resells the object of the
Contract before its full payment, he shall assign his claim against the third-party
buyer to JC Digital Final Productions SC until full settlement of all receivables
of JC Digital Final Productions SC. JC Digital Final Productions SC accepts this
assignment. The entrepreneur shall be entitled to collect his claim from the third
party-buyer. The aforementioned right of the entrepreneur to resell delivered objects
and to collect the claims resulting there from shall only apply in the case of a
regular business relationship between the entrepreneur and such third party, and
not in the case of any prohibition of assignment between them.
- As long as retention of title is effective, the entrepreneur shall not be entitled
to pledge, encumber, or dispose of the delivered object under a sale-and-lease-back
arrangement or otherwise.
- If the entrepreneur processes an object under retention of title, JC Digital
Final Productions SC shall be the owner of the manufactured item. If objects under
retention of title belonging to a plurality of retention owners are merged, commingled
or processed, JC Digital Final Productions SC shall acquire the ownership of the
manufactured item at its pro rata share in the aggregate value of the manufactured
item.
- The Customer shall treat the object under retention of title carefully and
shall maintain it properly. In particular, he shall insure the object at the value
of the new object against any damage or loss by fire, water, theft and destruction.
The Customer herewith assigns all his claims under such insurance policy to JC Digital
Final Productions SC. JC Digital Final Productions SC accepts this assignment. Furthermore,
JC Digital Final Productions SC shall be entitled to require the Customer to furnish
evidence of the insurance coverage.
- In the case of attachments or other dispositions by third parties on objects
under retention of title, the Customer shall notify JC Digital Final Productions
SC in writing without delay in order to allow JC Digital Final Productions SC to
institute a third-party action against execution. To the extent that the third party
is not able to refund JC Digital Final Productions SC the cost of court and out-of-court
expenses for such action, the Customer shall indemnify JC Digital Final Productions
SC against the loss.
- In the case of a default in payment, JC Digital Final Productions SC shall
be entitled to disclose all securing rights and to enforce all claims resulting
from such rights. In such a case, the Customer shall hand over to JC Digital Final
Productions SC all documents available concerning the claim or right to be enforced,
including, but not limited to contracts and delivery notes; the entrepreneur shall
provide immediately the information necessary to enforce JC Digital Final Productions
SC's claim.
- The Customer shall transfer to JC Digital Final Productions SC by way of security
all items handed over to it in connection with the order, such as negatives, VTR
tapes, other original film material, photographic plates etc. including rights in
course of acquisition.
- Upon placing the order, the Customer shall grant JC Digital Final Productions
SC the exclusive and unrestricted (as to time, space and content) right of use of
all film works and moving pictures that are the object of the Contract. Such rights
shall extend to all known types of utilization. To the extent that third-party rights
exist or are created, the Customer shall assign his acquisition rights, if any,
to JC Digital Final Productions SC for exclusive use. Subject to the condition subsequent
of revocation, the Customer shall be authorized to use the objects. The Customer
herewith assigns to JC Digital Final Productions SC all existing and future claims
to which he is entitled as a result of a grant of rights of use to third parties.
Similarly, the Customer herewith assigns to JC Digital Final Productions SC his
claims for insurance benefits relating to these films. Subject to revocation, the
Customer shall be entitled to collect the claims. JC Digital Final Productions SC
accepts all above-mentioned assignments.
- PLACE OF JURISDICTION, GOVERNING LAW
- This Contract shall be exclusively governed in all respects by, and construed
in accordance with, the laws of the United States of Mexico (without giving effect
to any principles of conflicts of laws which would lead to the application of the
law of another jurisdiction). Application of the UN Agreement on International Sales
of Goods (CISG) shall be expressly excluded.
- If the Customer is a businessman pursuant to Mexican commercial law, a corporation
under public law or special assets of the Federal Government, the place of performance
shall be Mexico DF, Mexico. In this case, the parties hereby submit to the jurisdiction
of Mexico DF, Mexico, and agree that Mexico DF, Mexico, shall be the venue for resolving
any dispute arising under or in connection with their relationship or the Contract
and irrevocably waive, to the fullest extent permitted by law, any objection which
they may now or hereafter have to any such proceedings. Nothing herein shall limit
the right of JC Digital Final Productions SC from bringing proceedings in the courts
of any other jurisdiction.
- VALIDITY OF AMENDMENTS, SEVERABILITY
- Amendments to the Contract as well as side agreements shall only be valid if
made in writing. This shall also apply to this clause.
- Should any of the above Terms and Conditions be or become ineffective, this
shall not affect the validity of the other Terms and Conditions stated herein. In
such a case, the ineffective provision shall be replaced by an effective one which
shall meet as closely as possible the intended economic purpose of the ineffective
provision taking into account the parties' interests. This shall also apply if these
Terms and Conditions prove to have a loophole.
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