Article 1. Applicability
1.1 The following general terms and conditions apply to all offers and agreements between Dutch Event Carpets (hereinafter referred to as DEC) and a counterparty, insofar as DEC has not explicitly deviated from these terms and conditions in writing.
1.2 If these terms and conditions currently apply, these terms and conditions will therefore also apply in future legal relationships between DEC and the counterparty.
1.3 These terms and conditions also apply to the agreements between DEC and the counterparty for the performance of which third parties will be engaged.
Article 2. Offers and agreements
2.1 No rights may be derived from the offers made by DEC. The offers are supplied without obligation, unless explicitly stated otherwise.
2.2 The counterparty will only be bound by the contract if and insofar as a written acceptance has been sent by the other party, or when DEC has started implementing the contract.
Article 3. Delivery
3.1 The delivery lead time given by DEC commences from the latest of the following times:
- the day of agreement of the contract
- the day of receipt of the order for the execution of the contract
- necessary information, documents, etc.
- the day on which any prepayment as described in the confirmation of the order is received.
3.2 The delivery times are only indicative and cannot be used as a deadline, unless otherwise agreed.
3.3 In the event of force majeure or similar factors of similar cause as a result of which DEC cannot reasonably be required to perform, the delivery time will be extended by a period equal to the period of continuation of such circumstances.
3.4 In these general terms and conditions, force majeure is also understood to mean strikes, illness of personnel, government measures, civil wars, attacks, natural disasters, unexpected traffic situations and delays in deliveries by suppliers.
3.5 DEC is permitted to make partial deliveries.
3.6 The counterparty shall be obliged to take delivery of the leased or purchased goods at the time they are delivered to it, or when such goods are made available to it in accordance with the agreement.
3.7 If the delivered goods deviate on minor points from the samples shown in the documentation this does not release the other party from the obligation to take delivery.
3.8 The goods leased or purchased shall be deemed to have been delivered in excellent condition to the counterparty unless stated otherwise at the time of delivery by means of written description of the defects.
3.9 The counterparty undertakes that the agreed place of delivery is easily accessible, free of obstacles, dry and clean. If the delivery or the return is delayed or made impossible because the other party is in default, the additional costs thereby caused shall be compensated by the other party.
Article 4. Rental, purchase price
4.1 Unless otherwise stated all prices shall be in euros and exclusive of sales tax and any other levies imposed by authorities.
4.2 In the event of a change in the contract or additional work within the context of the contract, DEC shall be entitled to charge the counterparty all costs arising therefrom. The counterparty shall pay these costs, provided they have been reasonably compiled.
4.3 If the exhibition or event is implemented by DEC the transport and delivery of the goods to the agreed place in the Netherlands will be for DEC’s account. All deliveries and transport outside the Netherlands are at the expense of DEC, unless otherwise agreed in writing.
4.4 DEC is entitled to engage third parties for the execution of the order, the costs of which will be passed on by the counterparty in accordance with the quotation provided.
4.5 Costs incurred by exhibition venues etc. for transport and other services on their own premises are for the account of the counterparty and will be passed on by DEC without consultation.
Article 5. Payments
5.1 All invoices shall be paid by the counterparty in accordance with the payment conditions stated in the invoice. If this condition is not met, payment must be made within 30 days of the invoice date, without any discount or compensation.
5.2 If payment is not made within the set period, the counterparty shall be in default and shall be liable without any notice of default being required for interest at 1% per month from the date of default, in the calculation of which interest part of a month shall be deemed to be a full month. However, if the statutory interest rate is higher than 1% per month, the counterparty shall be liable for such higher interest.
5.3 DEC shall at all times be entitled to require the counterparty to provide sufficient security for the fulfilment of its payment obligations, or to require advance payment of rental for the fulfilment of its payment obligations.
5.4 If the counterparty exceeds the payment period the counterparty will be liable for 15% extrajudicial collection costs, without any notice of default being required.
Article 6. Retention of title
6.1 Items leased by DEC remain its property. Furthermore, goods delivered by DEC by means of a purchase agreement remain its property for as long as the counterparty has not paid any party which according to the underlying agreements, and to the extent permitted by law according to other agreements, has a claim against the counterparty, including a claim for interest and costs.
6.2 DEC is at all times entitled to invoke its retention of title and to take possession of its property if the counterparty fails to pay on time, or otherwise fails to fulfil its obligations.
6.3 As long as retention of title applies to the goods, the counterparty shall not be entitled to alienate, pledge, rent or establish a pledge on the goods. The counterparty is therefore not entitled to grant any right of security to third parties in respect of hired goods or purchased goods of which the full purchase price and any interest and extrajudicial costs, have not yet been paid.
Article 7. Liability of the counterparty
7.1 After delivery, the rented items shall be at the expense and risk of the counterparty until such time as they are actually again in the possession of DEC.
7.2 During this period the counterparty shall be liable for theft, loss or damage to the rented items.
7.3 Any damage to the rented items due to loss, theft or damage shall be compensated by the counterparty at replacement value. The counterparty must adequately insure its risk in this regard, at its own expense.
7.4 The counterparty indemnifies DEC against all liability for damage caused by the use of the rented items during the rental period.
7.5 The rented items may only and exclusively be used for the purpose for which they were intended when the lease was entered into. In the event of other use DEC has the right to terminate the contract with the counterparty immediately without prior notice of default and to take back the goods.
7.6 Liability within the meaning of this article does not release the other party from its obligation to pay the agreed rental price.
Article 8. Complaints and guarantee
8.1 DEC provides good market quality. Without prejudice to the limitations mentioned in these terms and conditions, DEC guarantees the quality of the goods it delivers provided all instructions regarding the use of the goods have been strictly taken into account and followed.
8.2 The counterparty cannot invoke a shortcoming in performance unless it has complained in writing to DEC in this regard within 8 days after it has noticed the shortcoming or should reasonably have noticed it.
8.3 If the delivered goods do not comply with the agreement DEC provides a guarantee in the sense that DEC is only obliged to repair or replace the delivered goods or to deliver missing goods.
8.4 If a defect in the delivered goods occurs during the rental period DEC will make every effort to repair this defect, but only insofar as this can reasonably be expected of it and insofar as the defect has not arisen due to the fault of the other party.
8.5 Return for replacement or repair of rented goods will take place at the expense and risk of DEC and always only after permission by DEC.
8.6 Complaints regarding invoices must be submitted in writing within 8 days of receipt of the invoice.
8.7 If the counterparty has not complained within the aforementioned period and/or has not given DEC the opportunity to repair the defects, the right to claim lapses.
Article 9. Liability of Dutch Event Carpets
9.1 DEC’s liability is explicitly limited to the fulfilment of the obligations described in article 8. Description of the obligations; it is only liable for damage if the damage is the result of an intentional act or equivalent gross negligence on the part of DEC or its subordinates.
9.2 DEC is not liable for damage caused to objects left behind by the counterparty in cupboards, showcases, desks and other rented items.
9.3 If on the basis of any legal provision DEC would be the only party liable to pay damages, this liability will be limited, insofar as it is covered by its liability insurance, to the amount of the payment made by the insurer.
9.4 If it is established that DEC is liable for damage that is not covered by insurance, the damage will be limited to a maximum of twice the amount that the counterparty was due to pay DEC in the context of the agreement.
9.5 DEC shall never be liable for the consequential damages of the counterparty or of third parties.
9.6 The exclusion of liability referred to in this article also extends to third parties engaged by DEC for the execution of the agreement.
9.7 DEC shall never be liable when a shortcoming is the result of force majeure.
Article 10. Cancellation and dissolution
10.1 The counterparty shall be entitled to cancel an order for hire and rental if this has been notified in writing at least 14 working days before the start of the rental period and provided that the leased items have not already been delivered to the agreed location. In the event of such a cancellation DEC is entitled to charge costs. If the order/quotation is cancelled within 14 days, Dutch Event Carpets will charge 10% of the costs, within 7 to 2 days 40%, and in the case of 1 day in advance 60%.
10.2 If the counterparty has cancelled the rental order at least 3 working days before the start of the rental period, but the leased items have already been delivered, the counterparty will be liable to pay 50% of the total rental price to DEC, without prejudice to DEC’s right to claim compensation for actual damages and further costs.
10.3 Without prejudice to the foregoing provisions in these terms and conditions, the agreement shall be dissolved by means of a written statement and without judicial intervention if the other party is declared bankrupt, applies for a provisional suspension of payment or loses the power to dispose of its assets or parts of them through attachment, placement under curatorship or application of the Debt Restructuring Act (Wet schuldsanering natuurlijke personen) or in any other way, unless the curator or administrator acknowledges the obligations ensuing from this agreement as a debt of the estate.
10.4 In the event of dissolution claims existing on both sides shall become immediately due and payable. The counterparty is liable for the damage suffered by DEC as a result hereof, including loss of profit and transport costs.
Article 11. Termination
11.1 The rental agreement ends when the rental period has expired. The counterparty is obliged to return the goods in a proper manner to the place of delivery, after notifying the time of return.
11.2 Rented goods must be in the possession of DEC within 24 hours after the expiry of the rental period.
11.3 If after the end of the rental period the goods cannot be received by DEC, the counterparty is obliged to return the goods free of charge.
Article 12. Disputes and applicable law
12.1 All agreements to which these terms and conditions have been declared applicable are subject to Dutch law. The provisions of the Vienna Convention of 11 April 1980.tracts 1981, 84, 1986, 61 are excluded. With regard to agreements as referred to in article 6, paragraph 247 shall remain inapplicable.
12.2 The voiding of one of these general terms and conditions or a part thereof does not affect the applicability and content of the other terms and conditions.
12.3 Any dispute between DEC and the counterparty arising from an agreement to which these terms and conditions apply shall be brought before the competent court of the place of business of DEC, regardless of its competence to choose the competent court according to the law.