GENERAL RENTAL, SALE, DELIVERY AND PAYMENT CONDITIONS
of TARGET Standbouw B.V. with its registered office in Etten-Leur.
Filed at the Breda Chamber of Commerce and Industry.
A. The following General Rental, Sale, Delivery and Payment Conditions apply to and form an integral part of all agreements of a particular Trade Association, in cases where a member of that Trade Association is a party, unless expressly stipulated otherwise in these terms and conditions.
B. Statutory provisions will apply insofar as these terms and conditions do not stipulate otherwise.
Our General Rental, Sale, Delivery and Payment Conditions (referred to hereinafter as the General Terms and Conditions) apply to all offers, all rental and other agreements, all sales and the ensuing deliveries and/or the performance of services and/or the performance of assigned work.
Contrary stipulations will only apply if we have confirmed them in writing.
However, if and insofar as Special Terms and Conditions are included in or added to these General Terms and Conditions for one or more specific types of products, goods and/or items and all accompanying parts, spares and accessories and/or services and/or work to be performed (referred to hereinafter as goods and/or services), the provisions of those Special Terms and Conditions will only take precedence insofar as they differ from or supplement the provisions of our General Terms and Conditions. The General Terms and Conditions will remain fully in force in all other respects insofar as government or municipal measures are not expressly opposed thereto. All provisions of these terms and conditions apply between the parties, insofar as both parties have not expressly agreed to depart from them in writing. Any reference by the other party to purchasing or other conditions will not be accepted by us under any circumstances.
2. OFFERS AND PROPOSALS
2.1. All of our offers, quotations, proposals, etc. and statements regarding the technical properties, etc. of our goods and/or services, including the relevant availability and delivery dates that are based on normal circumstances, are without obligation unless a validity period is stipulated. We shall confirm orders that are placed verbally or in writing and/or rental or other agreements in writing (i.e. by letter, fax or e-mail) and we shall only be bound after this confirmation. The client/hirer/purchaser (referred to hereinafter as the client) will be entitled to enter an objection within two working days of receipt of our confirmation. On expiry of this period, the confirmation will be assumed to be a fair and complete representation and/or description of the rental or other agreement entered into between the parties.
2.2. Offers and undertakings made by our branch managers, agents, intermediaries, resellers and/or representatives, etc. will only be binding insofar as we have confirmed them in writing.
2.3. We may alter any details in printed matter and/or digital information that is provided by us or on our behalf without prior notice at any time.
3.1. Unless otherwise agreed, the prices for the services and/or scope of deliveries described in our order confirmations and/or proposals exclude VAT and are in euros. Additional or special services will be charged separately.
3.2. Our offers and proposals are always based on the exchange rates of domestic and foreign currencies, wage costs, purchase prices, import duties, taxes and other levies and subsidies, etc. in force on the date of the offer.
If one of these cost factors increases after the confirmation of the offer, but before delivery, we shall be expressly entitled to pass on that increase to the client in accordance with the requirement of reasonableness.
3.3. If the agreed latest date of delivery is exceeded, price increases that occur after that date will not be passed on, unless the delivery has been delayed under circumstances that are no fault of our own.
3.4. If we have agreed on a price in foreign currency with the client, the euro conversion rate on the date of delivery, handover or provision will apply. All stated prices are based on a maximum rental period of 10 days for each event, regardless of whether the event runs for less than 10 days. If the event lasts for longer than 10 days, a surcharge of 5% of the offer amount will be levied for each additional day, unless both parties have agreed otherwise in writing.
3.5. Any costs associated with the installation of temporary facilities such as water, electricity, the Internet, suspension systems, tackles, etc. for the purpose of the work to be performed by us, as well as the costs of water, electricity, telephone calls, fuel, etc., do not form part of any quotation and are payable in full by the client.
3.6. All expenses that we incur, including the travelling and accommodation costs of our employees, which are necessary for the assembly, dismantling, repair and replacement of the goods and/or services rented, provided or delivered by us, including for providing instructions for our rented items, are payable by the client.
4.1. Delivery/provision/rental takes place ex factory or ex warehouse (ex works), meaning the place from which delivery/provision/rental is carried out by us or on our behalf. Risk passes to the client from this time, including liability for theft, loss and damage of the hired/delivered/provided goods. Damage includes that caused by oil, grease, paint, fire, water, cutting, using nails, drilling, etc.
4.2. In case of theft, loss or damage of the hired goods, the client will be charged the replacement value in addition to the rental.
4.3. We shall not be liable under any circumstances for any damage that the client and/or third parties may suffer as a result of the delivery/provision of the goods, unless there is wilful misconduct or gross negligence on our part or that of our managerial staff.
4.4. All food that we supply (including meals, lunches, dinners and/or buffets) are prepared to the best of our knowledge, ability and craftsmanship in good faith.
4.5. The time of delivery/provision that was agreed when entering into the rental agreement may, depending on the scope of the work, be exceeded by one hour, up to a maximum of one day (24 hours), unless there is any question of force majeure, disasters, etc.
4.6. Unless otherwise agreed in writing, goods will be provided to the client on the day prior to the rental period. The client will not be entitled to compensation or to terminate the rental agreement in case of a delay, unless the delay is significant and arises from gross negligence on our part.
4.7. We shall at all times be entitled to suspend the delivery/provision referred to in Article 4.1 as long as any client has not fulfilled its obligations towards us. The suspension will be in force until the client has fulfilled these obligations. We shall be indemnified from any liability whatsoever if this results in late delivery/provision or if delivery/provision proves to be too late.
4.8. Unless otherwise agreed in writing, the client will be deemed to have given instructions for the removal of the goods after the expiry of the rental period.
4.9. In case of rental, the client is obliged to return the provided goods to us in the same good condition at the end of the rental period.
4.10. The delivery address must be easily accessible for vehicles that are generally used for deliveries. If agreed in writing, the client must arrange for adequate loading and unloading facilities at the delivery address. If agreed in writing, the client will provide adequate staff and mechanical equipment for the unloading of the goods and loading of any return consignments free of charge. The client must do all within its power to ensure that the waiting time between the reported time of arrival at the delivery address and the time when unloading of the goods can commence is kept to a minimum.
4.11. The delivery of goods that are intended for specialist use or application will only take place under the special terms and conditions that are laid down by the government or municipality, with which we and the client are sufficiently familiar.
4.12. We shall charge €0.97 for each kilometre travelled from the border of our place of business for consignments/deliveries/provisions outside of this place of business. We shall choose the means of transport.
4.13. Unless otherwise agreed in writing, delivery periods will be determined for each transaction. The delivery period commences when the agreement is concluded in accordance with Article 2, the client has provided us with all documents, details, government or municipal permits, etc. needed for the performance of the agreement, and any agreed payment security has been received from the client.
4.14. The delivery period is based on the prevailing circumstances at the time the agreement is concluded. If a delay is caused by changes in the aforementioned circumstances or because the materials ordered in time for the performance of the agreement are not available on time, the delivery period will be extended for as long as is reasonable after taking all circumstances into account.
4.15. Unless otherwise agreed in writing, stipulated delivery periods are not to be regarded as strict deadlines. If the delivery period is exceeded, for whatever reason, the client will only be entitled to take action for the implementation of the agreement, under the authority of the court or otherwise, after having delivered a proper notice of default in writing.
4.16. We do not accept any liability, but are only bound to assign the rights of our suppliers, subcontractors, organisers or contractors, in relation to the delivery of goods and/or services, which includes the performance of artists, that we have purchased from third parties or which are organised/contracted by third parties under our instructions and are or will be directly delivered/offered by those third parties.
4.17. In relation to the delivery of goods and/or services, as described under Article 4.16, we do not accept any liability for any change in product specifications and/or product ratios made by the relevant suppliers, organisers or contractors. Our information concerning the goods and/or services that we supply is compiled to the best of our knowledge and ability. The client should contact us immediately in case of any doubt or uncertainty regarding the application or use of the aforementioned goods and/or services.
4.18. If there is a compulsory inspection date for any special packaging material that we provide to the client, including gas bottles, cylinders, etc., the client is obliged to test that packaging material on the inspection date. After the aforementioned inspection date has expired, the client may not use or arrange for the use of this special packaging material.
4.19. From the moment of delivery, any damage or loss of special packaging material (see Article 4.18)
is at the expense and risk of the client. The client
is fully liable for all direct and indirect damage arising from the use, for whatever reason and of whatever nature, of the special packaging material (see Article 4.18) and is obliged to indemnify us against all consequences and claims, for whatever reason and of whatever nature, by or on behalf of third parties in this regard.
4.20. If agreed, we shall charge the client a fee for the use of the special packaging material (see Article 4.18), either in advance or in arrears.
This fee will be due to us by the client up to and including the date on which the aforementioned special packaging material (see Article 4.18) is returned to us, regardless of at whose expense this special packaging material (see Article 4.18) is taken back.
4.21. We are entitled to request an advance on the usage fee from the client before or during the use of any special packaging material that is provided (see Article 4.18). The client will be charged a standard rate for the provision of scales, i.e. €20 for a small scale and €50 for a large scale. The client must pay this standard rate to us in advance.
4.22. The client irrevocably authorises us to enter the business site or premises that it occupies under any title in order to inspect the use and check the quantities of our special packaging material (see Article 4.18).
4.23. If the special packaging material that we have provided to the client (see Article 4.18) is lost or damaged, the client will be obliged to compensate us for the ensuing damage. If the special packaging material that is provided (see Article 4.18) causes damage to third parties or to our property after it is returned to us by the client, the client will be obliged to pay all resultant costs, unless it proves that the special packaging material concerned (see Article 4.18) was returned to us in good condition and in accordance with all prevailing statutory and contractual provisions.
4.24. If the client suspects or can reasonably suspect that the special packaging material (see Article 4.18) has been internally contaminated or impaired by a foreign substance due to an incident after delivery, it must immediately notify us of this fact and confirm this notice to us in writing within 48 hours. The aforementioned also applies if the special packaging material (see Article 4.18) has been exposed to extreme heat or cold.
4.25. The client must handle the delivered products, goods and/or items and all accompanying parts, spares and accessories with the required care and not carry out any acts that could adversely affect the quality or safety of the goods, our reputation or that of our company and employees.
4.26. If deliveries are made to the client, it must note any visible flaws or damage directly on the delivery note or transport document, or have the carrier draw up a report in this regard.
4.27. If deliveries are made to the client by way of delivery to a third party which holds these goods on behalf of the client, the client is obliged to carry out the inspection referred to in Article 4.26 within 24 hours of having received the goods from that third party.
4.28. If delivery takes place ex factory or warehouse, the client must immediately inspect the goods after delivery to assess whether they comply with the agreement, particularly as regards their correctness, quantity and the agreed quality standards, or the standards that may normally be set in similar cases.
5.1. If the stated price includes transport, we cannot be held liable for loss or damage during transport. The aforementioned does not apply if we are responsible for the transport ourselves. Transport of our client’s own materials as a service cannot lead to any claims for liability under any circumstances, except in case of demonstrable gross negligence on our part.
5.2. The client is obliged to observe all government rules, particularly those relating to the transport of hazardous and/or perishable substances and to indemnify us against all consequences of not complying with these rules. The aforementioned does not apply if we are responsible for the transport ourselves.
6.1. Unless otherwise agreed in writing, 25% of the amount stated in the offer must be paid at the time of booking/entering into the rental or other agreement, 50% of the amount stated in the offer must be paid no later than three weeks before the commencement of the project and the remaining 25% of the amount stated in the offer must be paid within two weeks of the completion of the project. A payment period of two weeks from the invoice date applies to the remaining invoice amount, plus any additional costs as mentioned in Articles 3 and 4. Payment must be made in euros, without any reliance on set off, to a Dutch bank in the Netherlands.
6.2. If we allow a discount for prompt payment of the invoice amount, this discount can be deducted from the invoice amount if payment is made within 10 days of the invoice date.
6.3. If the agreement that we have confirmed is cancelled in the three weeks prior to the event date, the cancellation costs will be fixed at 25% of the agreed offer amount. Also see Article 17.
6.4. If payment by means of a letter of credit is agreed, this must be a confirmed and irrevocable letter of credit in our favour. Confirmation must take place through a Dutch bank. The letter of credit will be subject to the ‘Uniform Customs and Practice for Documentary Credits, 1983 Revision’, ICC publication number 400.
6.5. If payment is not made on time, the client will be deemed to be in default, without any notice of default or judicial intervention, and will be charged interest on the outstanding amount at 1.5% per month or part thereof as well as all costs for the collection of the outstanding amount. Notwithstanding our other rights arising by law or agreement, we shall be entitled, at our own discretion, if payment is not made on time to either suspend further deliveries, transactions or performance of the agreement or to regard the agreement as terminated without judicial intervention.
6.6. The full invoice amount will be immediately due and payable in each case if payment is not made within an agreed payment period, on a fixed date, or if the client is declared bankrupt, granted a moratorium on the payment of its debts, placed under curatorship, if its assets are attached, if the client dies (in case of a natural person) or if the client’s business is liquidated or closed down.
6.7. All costs that we incur as a result of the client’s failure to pay on time, including the fees of third parties that we hire to assist with the collection of the debt, are payable by the client. The extrajudicial costs are fixed at 20% of the claim amount, plus statutory interest and costs, subject to a minimum €175 plus VAT.
6.8. We are at all times entitled to allocate any payment made by the client to the outstanding amount of our choice.
6.9. We are entitled to enforce our right of retention over any of the client’s goods in our possession until our total claim against the client has been paid.
7. TURNOVER BONUS/DISCOUNT
If we have agreed a turnover bonus or any discount scheme with the client, this can only be enforced if the client has fully and punctually complied with all its obligations towards us.
8.1. We are entitled to insist on security for the fulfilment of payment obligations or advance payment from the client before handover, proceeding with delivery, performing services or carrying out work.
8.2. Any security that we have furnished for the correct and complete fulfilment of our obligations towards the client may only be claimed against after the client has given written notice of the discrepancies between the actual delivery and the agreed delivery obligations, in accordance with the provisions of Articles 12 and 13 below. The client must instruct its bank to release the aforementioned security immediately after the expiry of the validity period, if no extension is requested before the expiry date.
9. RETENTION OF TITLE
9.1. If delivery takes place before payment of the full amount owing under the agreement, the delivered goods will remain our property until everything owing for the delivery of these goods, including collection costs and interest (see 6.7), has been paid in full.
9.2. The client is not entitled to transfer ownership of the goods delivered by us, which may have been adapted or processed, as security or otherwise, to third parties before ownership has passed to it. The client is nevertheless authorised to resell goods delivered by us in the normal course of its business. The client must cooperate so that we can enforce our right of ownership at all times.
9.3. Unless we give prior written consent, the client is not permitted to offer our goods together with other goods or to sell them at a joint price (excluding VAT), which is lower than the price (excluding VAT) at which we delivered those goods to the client.
9.4. Unless otherwise agreed in writing and insofar as applicable, goods may only be resold in their original, unaltered packaging.
9.5. All special (see 4.18) or normal packaging material, which belongs to us and is made available to the client after our delivery, may not be utilised by the client, without our written consent, to fill up or use similar goods that are delivered or produced by parties other than ourselves.
9.6. Designs, drawings, technical descriptions, etc. provided by us to the client in connection with the agreement, prior to or after its conclusion, will remain our exclusive property even if amounts have been charged for this purpose. The client may not use, copy, reproduce, pass on or disclose these items to third parties without our written consent.
9.7. The client undertakes to establish a pledge in our favour on demand, in accordance with Article 3:239 of the Dutch Civil Code, on its receivables from sales as a result of the supply of the delivered goods to third parties.
10. INDUSTRIAL PROPERTY
10.1. We expressly reserve all industrial and intellectual property rights that we hold in connection with the goods that we have delivered.
10.2. Unless we give express written consent, the client may neither totally nor partially alter the goods that we have delivered, nor give them another brand name.
Our deliveries/provisions are made in accordance with the agreed specifications. We shall ensure that the goods and/or services delivered by us comply with the governmental or municipal safety and inspection requirements at the time of delivery. See the provisions of Article 4.4.
12.1. Complaints concerning invoiced amounts must be submitted to us by registered letter by the client within eight days of delivery, accompanied by supporting documents, samples, production number lists, etc., failing which the client will be deemed to have unconditionally accepted the goods and/or services.
12.2. Complaints concerning quantities or properties of goods must be submitted to us by registered letter within two working days of receipt, accompanied by supporting documents, samples, production number lists, etc., failing which any claim will lapse.
12.3. Complaints made in any other way, or submitted to branch managers, agents, intermediaries, resellers and/or representatives, are of no value and cannot produce any effect.
12.4. Complaints do not suspend payment obligations, not even with regard to return consignments that we have authorised.
12.5. Complaints will not be accepted if the parties have altered something in the goods without our prior knowledge.
12.6. In case of a complaint, the client must allow the goods to be inspected by an independent expert who is jointly appointed by both parties. We shall be liable for the inspection costs if the complaint is well-founded. The costs will be payable by the client if the complaint is unfounded.
If and insofar as the goods do not conform to the agreed quality standards, we shall, at our discretion, either replace the goods concerned or take the goods back to the extent that the delivery was wrong and credit the client for the rent and/or purchase price, provided that the complaint is in accordance with Article 12.
14.1. Our liability for any breach that is attributable to us is at all times limited to the invoice value of the agreement at most, except in case of wilful misconduct or gross negligence on our part.
14.2. Save for the provisions of Articles 12 and 14.1, we are not liable towards the client and/or third parties to pay compensation for damage under any circumstances, including any direct or indirect damage, whatever the reason or nature thereof.
14.3. The client must indemnify us against any third-party claims for which we are not liable under these terms and conditions.
14.4. We do not accept liability for any damage arising from actions of any nature that are necessary for putting up advertising (e.g. cropping of lettering on vehicles, drilling holes for putting up illuminated signs, etc.).
14.5. Notwithstanding our duty of reasonable care, we do not accept any liability for damage caused to goods, including documents and drawings, during transport (that is carried out by third parties), processing and/or storage, even if this involves the goods of the client or third parties.
14.6. Goods may be insured during transport at the request and expense of the client. The aforementioned does not apply if we are responsible for the transport ourselves.
14.7. We do not accept any liability for arrangements or agreements with subordinate members of our staff who do not have any representative authority, insofar as these have not been confirmed by us in writing.
15. UNFORESEEN CIRCUMSTANCES
15.1. We are entitled to withdraw our offers, suspend deliveries, or terminate the agreement, without judicial intervention and without being bound to pay any compensation, in case of war, civil unrest, insurrection, strikes, illness or other disasters as well as all circumstances beyond our control, irrespective of whether these occur at our suppliers or at the transport company that we have hired, or in case of such a change in circumstances that the further fulfilment of our obligations cannot reasonably be required.
15.2. If we rely on the aforementioned circumstances, we shall immediately inform the client of the commencement and end thereof in writing.
16.1. If required, our technicians can provide operational services with regard to our offers, on the basis of a cost-plus contract.
16.2. Service charges are not included, unless stated in our offer.
17.1. Cancellation of an order by the client in the three weeks prior to the event will only be accepted, notwithstanding the provisions of Article 17.2, if the client pays 25% of the agreed offer amount. Also see Article 6.3.
17.2. Orders for non-standard or specially custom-made goods cannot be cancelled under any circumstances.
18. INCONSISTENCY WITH STATUTORY PROVISIONS
If any provision of these General and/or Special Terms and Conditions is not applicable or is inconsistent with public order or the law, only the provision in question will be invalid and the remaining provisions will remain fully and completely in force.
19. APPLICABLE LAW
Dutch law applies exclusively to the agreement and the ensuing obligations to which these terms and conditions apply in whole or in part.
20. DISPUTE RESOLUTION
All disputes between the parties that cannot be resolved by mutual agreement will be settled, at our discretion, by the Dutch court in the judicial district where our registered office is located or by another competent court.