Article 1. General
1. These terms and conditions apply to every offer, quotation and agreement, including all correspondence, negotiations and offers, between Expo Flora Harmelen BV, registered with the Chamber of Commerce under Chamber of Commerce number 30177089, hereinafter referred to as: “Landlord” , and a Client to which the Lessor has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
- The Client is understood to mean any natural or legal person with whom the Lessor negotiates about the conclusion of an agreement or with whom the Lessor concludes an agreement.
- The present terms and conditions also apply to agreements with the Lessor, for the implementation of which the Lessor must involve third parties.
- These general terms and conditions have also been written for the employees of the Landlord and its management.
- The applicability of any purchase or other conditions of the Client is expressly rejected.
- If one or more provisions in these general terms and conditions at any time are wholly or partially invalid or should be annulled
then the other provisions of these general terms and conditions remain fully applicable. In that case, the Lessor and the Client will enter into consultation in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.
- If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made ‘in the spirit’ of these provisions.
- If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
- If the Lessor does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the Lessor would to any extent lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2 Quotations, offers, agreements
1. All quotations and offers from the Lessor are without obligation, unless a term for acceptance has been set in the quotation. If no acceptance period has been set, no rights can be derived in any way from the quotation or offer if the product(s) to which the quotation or offer relates is no longer available in the meantime.
- Although all statements by the Lessor of quantities, sizes and/or other indications of the products or services are made with care, these statements are not binding on the Lessor.
- The Lessor reserves the right to revoke a non-binding offer within 3 working days after acceptance of this offer by the Client. In that case, no agreement has been concluded between the parties.
- An agreement is only concluded if and insofar as the Lessor accepts the order in writing, or if the Lessor actually executes an order.
- Contrary to art. 6:225 paragraph 2 of the Dutch Civil Code, the Lessor is not bound by deviations that occur in the Client’s acceptance of the Lessor’s offer.
- The Lessor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
- The prices stated in a quotation or offer are subject to change, excluding VAT, transport, insurance, other costs in whatever form, government levies, and any costs to be incurred in the context of the agreement, including travel, accommodation and , shipping and handling costs, unless otherwise indicated.
- If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the Lessor is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Lessor indicates otherwise.
- A composite quotation does not oblige the Lessor to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 2a Cancellation
The Client who cancels an agreement is obliged to compensate the Lessor for damage resulting from this, directly or indirectly, including loss of profit or costs already incurred. The amount of the damage to be paid is related to the time of cancellation and amounts to a corresponding percentage of the total amount of the canceled agreement. The following scale is used for this:
– In the event of full or partial cancellation of an agreement by the client up to and including 10 working days before the day of delivery of the goods, only the costs of implementation incurred up to that time.
– In the event of full or partial cancellation of an agreement by the client from 10 working days to 1 day before the day of delivery of the goods, 50% of the agreed contract amount.
– In the event of full or partial cancellation of an agreement by the client
1 working day or less before the day of delivery of the goods, 100% of the agreed contract amount.
Article 3 Contract duration; execution terms, transfer of risk, execution and amendment of the agreement; price increase
- If a term has been agreed or specified for the performance of certain activities or for the delivery of certain items, this is never a strict deadline. If a term is exceeded, the Client must therefore give the Lessor written notice of default. The lessor must be offered a reasonable term to still implement the agreement.
- The lessor will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- The services to be provided by the Lessor are performed at the address and time specified by the Lessor, unless agreed here
has been deviated from in writing. Agreed delivery times will be observed by the Lessor as much as possible.
- The lessor has the right to have certain work performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and
7:409 BW is expressly excluded.
- If work is performed at the location by the Lessor or by third parties engaged by the Lessor in the context of the assignment,
of the Client or a location designated by the Client, the Client will take care of the
employees reasonably desired facilities.
- Delivery takes place ex works of the Lessor. The Client is obliged to take delivery of the goods at the moment that they are delivered to him
be made available. If the Client refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the Lessor is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation is transferred to the Client at the moment when goods are available to the Client. If the Client does not take delivery of the services or products provided in time, the Client will be in default without further notice of default.
- The lessor is entitled to perform the agreement in different phases and to invoice the part thus performed separately.
- If the agreement is executed in phases, the Lessor can arrange for the execution of those parts that belong to a following phase
until the Client has approved the results of the preceding phase.
- The Client shall ensure that all information, which the Lessor indicates is necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, is provided to the Lessor in a timely manner. If the information required for the execution of the agreement has not been provided to the Lessor in time, the Lessor has the right to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay according to the then usual rates. bring. The execution period will not commence until after the Client has made the data available to the Lessor. The lessor is not liable for damage of any kind,
because the Lessor has assumed incorrect and/or incomplete information provided by the Client.
- If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement it, expressly including a change of products (for further elaboration of this see art. 8a.6), the parties will and proceed to amend the agreement in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the agreement is changed in qualitative and/or quantitative terms as a result, this may have consequences. for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. The lessor will provide a price quote in advance as much as possible. Furthermore, by changing the agreement, the originally stated term of execution can be changed. The Client accepts the possibility of changing the agreement, including the change in price and
term of implementation.
- If the agreement is amended, including an addition, the Lessor is entitled to implement it first
after approval has been given by the person authorized within the Lessor and the Client has agreed to the price stated for the execution and other conditions, including the time to be determined at which time it will be executed. Not or not immediately executing the amended agreement does not constitute a breach of contract on the part of the Lessor and is not a ground for the Client to terminate or cancel the agreement.
- Without being in default, the Lessor may refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
- If the Client should be in default in the proper performance of what he is obliged to towards the Lessor, then the Client is liable for all damage on the part of the Lessor as a result, directly or indirectly.
- If the Lessor agrees on a fixed fee or fixed price with the Client, the Lessor is nevertheless entitled at all times to increase this fee or this price without the Client being entitled in that case to dissolve the agreement for that reason, if the increase of the price arises from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when the agreement was entered into.
- If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to invoke Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to to dissolve the agreement by means of a written statement, unless the Lessor
- – is then still prepared to perform the agreement on the basis of what was originally agreed;
- – if the price increase results from a power or an obligation resting on the Lessor pursuant to the law;
- – if it has been stipulated that the delivery will take place more than three months after the conclusion of the agreement;
- – or, in the case of delivery of an item, if it has been stipulated that the delivery will take place more than three months after the purchase.
Article 4 Suspension, dissolution and early termination of the agreement
- Lessor is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not, not fully or not timely fulfill the obligations under the agreement, after the conclusion of the agreement, the Lessor becomes aware of circumstances giving good grounds to fear that the Client will not fulfill its obligations, if the Client was requested when concluding the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient or if due to the delay on the part of the The Client can no longer be required of the Lessor to fulfill the agreement under the originally agreed conditions.
- Furthermore, the Lessor is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of the Lessor. .
- If the agreement is dissolved, the Lessor’s claims against the Client are immediately due and payable. If the Lessor suspends the fulfillment of its obligations, it will retain its rights under the law and the agreement.
- If the Lessor proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs incurred in any way.
- If the dissolution is attributable to the Client, the Lessor is entitled to compensation for the damage, including the costs or lost profit, which arise directly and indirectly as a result.
- If the Client fails to fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, the Lessor is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Client, by virtue of of breach of contract, but is obliged to pay compensation or indemnification.
7. If the agreement is terminated prematurely by the Lessor, the Lessor will arrange for the transfer of work still to be performed to third parties in consultation with the Client. This unless the termination is attributable to the Client. If the transfer of the work entails additional costs for the Lessor, these will be charged to the Client. The Client is obliged to pay these costs within the specified term, unless the Lessor indicates otherwise.
8. In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client cannot can longer freely dispose of its assets, the Lessor is free to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, the Lessor’s claims against the Client are immediately due and payable.
9. If the Client cancels an order placed in whole or in part, the work that was performed and the items ordered or prepared for that purpose, plus any delivery, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be be charged in full to the Client.
Article 5 Force majeure
1. The Lessor is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his account under the law, a legal act or generally accepted standards. coming.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, over which the Lessor has no influence, but as a result of which the Lessor is unable to fulfill its obligations to come. This in any case includes terrorism, as well as measures taken by the government and/or third parties under imminent danger of terrorism or if this danger has materialized to limit the consequences thereof. Strikes in the business of the Lessor or of third parties are also included under force majeure. The Lessor also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Lessor should have fulfilled its obligation.
3. The lessor can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two weeks, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
4. Insofar as the Lessor has partially fulfilled or will be able to fulfill its obligations under the agreement at the time of the occurrence of force majeure, and the part fulfilled or to be performed has independent value, the Lessor is entitled to fulfill or fulfill the obligations already fulfilled. part to be invoiced separately. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 6 Payment and collection costs
1. Payment must always be made within 30 days of the invoice date, in a manner to be indicated by the Lessor in the currency in which the invoice is made, unless indicated otherwise in writing by the Lessor. The lessor is entitled to invoice periodically.
2. If the Client fails to pay an invoice on time, the Client is legally in default. The Client will then owe an interest rate of 7%, or if the statutory interest is higher, the statutory interest. The interest on the amount due and payable will be calculated from the moment the Client is in default until the moment of payment of the full amount owed.
3. The Landlord has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. The Lessor may, without being in default as a result, refuse an offer of payment if the Client designates a different order for the allocation of the payment. The lessor may refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid.
4. The Client is never entitled to set off the amount owed by him to the Lessor. Objections of the Client against the amount of an invoice do not suspend the payment obligation. The Client who cannot invoke Section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
5. If the Client is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the Lessor has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for compensation. Any judicial and enforcement costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs owed.
Article 7 Retention of title
1. The goods delivered by the Lessor within the framework of the agreement remain the property of the Lessor until the Client has properly fulfilled all obligations under the agreement(s) concluded with the Lessor.
2. Items delivered by the Lessor, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or in any other way encumber that which falls under the retention of title.
3. The Client must always do everything that can reasonably be expected of it to safeguard the Landlord’s property rights. If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Client is obliged to inform the Lessor immediately. Furthermore, the Client undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to the Lessor on first request. In the event of a possible payment of the insurance, the Lessor is entitled to these tokens.
4. In the event that the Lessor wishes to exercise its property rights referred to in this article, the Client gives unconditional and irrevocable permission in advance to the Lessor and third parties to be designated by the Lessor to enter all those places where the Lessor’s properties are located and return them. to take.
Article 8 Warranties, research and complaints, limitation period
1. The goods to be delivered by the Lessor meet the usual requirements and standards that can reasonably be set at the time of delivery, insofar as Article 3, paragraphs 10 and 11 do not apply here, and for which they are in the Netherlands under normal use. intended. The warranty referred to in this article applies to items intended for use within the Netherlands, valid for the duration of the agreement. When used outside the Netherlands, the Client must verify whether its use is suitable for use there and whether it meets the conditions set for it. In that case, the lessor can set other guarantee and other conditions with regard to the goods to be delivered or work to be performed.
2. Any form of warranty will lapse if a defect has arisen as a result of or arises from injudicious or improper use thereof or use after the best-before date, incorrect storage or maintenance thereof by the Client and/or by third parties when, without written permission from The Lessor, the Client or third parties have made or attempted to make changes to the item, other items have been attached to it that should not be attached thereto or if they have been processed or processed in a manner other than the prescribed one. The Client is also not entitled to a warranty if the defect is caused by or is the result of circumstances beyond the Lessor’s control, including weather conditions (such as, but not limited to,
3. The Client is obliged to inspect the delivered goods (or have them examined), immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the Client should investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to the Lessor in writing within 3 hours after delivery. Any non-visible defects must be reported to the Lessor in writing immediately, but in any case no later than 8 hours after discovery. The report must contain as detailed a description as possible of the defect, so that the Lessor is able to respond adequately.
4. If the Client makes a timely complaint, this does not suspend its payment obligation. In that case, the Client also remains obliged to purchase and pay for the items otherwise ordered and for what he has instructed the Lessor to do.
5. If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.
6. If it is established that a good is defective and a complaint has been made in good time, the Lessor will return the defective good within a reasonable term after receipt thereof or, if return is not reasonably possible, written notification with regard to the defect by the Client, at the option of Lessor, replace or arrange for its repair or pay replacement compensation for this to the Client. In the event of replacement, the Client is obliged to return the replaced item to the Lessor and to transfer the ownership thereof to the Lessor, unless the Lessor indicates otherwise.
7. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by the Lessor as a result, will be borne in full by the Client.
8. After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
9. Contrary to the statutory limitation periods, the limitation period for all claims and defenses against the Lessor and the third parties involved by the Lessor in the execution of an agreement is one year.
Article 8a Rent
1. In the event of a rental, the provisions mentioned below apply in particular, without prejudice to the applicability of the other provisions of these terms and conditions. In the event of conflict with the other provisions, Articles 8a.1 up to and including 8a.12 shall apply.
2. The lease commences on the day on which the products and accessories (hereinafter: ‘the leased property’) are placed with the Client by the Lessor. The actual place of installation will be determined by the Client in consultation with the Lessor.
3. The products remain the property of the Lessor. The Client will not do anything that could give third parties the impression that he can dispose of the leased property as owner.
4. The lease ends at the end of the lease period as stated in the lease. The minimum rental period is at least one day.
5. The Lessor has the right, but not the obligation, to replace the products with comparable and equivalent products during the term of the rental agreement, in consultation with the Client, at the Lessor’s discretion.
6. If the ordered products are temporarily or definitively no longer available for whatever reason, the Lessor reserves the right to deliver other products, which correspond as much as possible with the originally ordered products.
7. If it has been agreed in the rental agreement that the care of the products is entrusted to the Lessor, the Lessor will do everything necessary to keep the products in good condition, such as watering, fertilizing, pruning, etc., all at the discretion from Landlord.
8. If the care of the products is provided by the Client, the Client will adhere to the care instructions of the Lessor. The care instructions will be given to the Client in writing or verbally by the Lessor at the start of the lease.
9. The Lessor has the right to enter the Client’s home or business premises during normal working hours to inspect the products in general and to fulfill the Lessor’s obligations. The Client will provide the Lessor with unimpeded access to the products. The Lessor also has the right to use the Client’s water and electricity to meet its maintenance obligations without further compensation.
10. The Client will treat the products with the necessary care and ensure that the products are not damaged or otherwise treated in a way that could affect their condition.
11. The Client is liable for the products for at least 3 hours after the end of a trade fair, event or comparable request.
GENERAL TERMS AND CONDITIONS EXPO FLORA HARMELEN BV
GENERAL TERMS AND CONDITIONS EXPO FLORA HARMELEN BV
12. The Client will return the products to the Lessor in full and undamaged, unless the Lessor collects the products itself, without prejudice to the stipulation that products must be complete and undamaged. In the event of damage or non-return of the products, the damage will be charged to the Client on the basis of the replacement value, unless repair is possible. In the latter case, the Client must reimburse the repair costs, including labor and materials.
Article 9 Liability
- If the Lessor should be liable, this liability is limited to what is regulated in this provision.
- Lessor is not liable for damage, of whatever nature, caused by Lessor acting on the basis of or on behalf of the landlord
Client provided incorrect and/or incomplete information.
- If the Lessor should be liable for any damage, the Lessor’s liability is limited to a maximum of
invoice value of the order, at least up to that part of the order to which the liability relates.
- The Lessor’s liability is in any case always limited to the amount paid out by its insurer, where appropriate.
- The lessor is only liable for direct damage.
- Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as
the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the defective performance of the Lessor comply with the agreement, insofar as these can be attributed to the Lessor and reasonable costs incurred to prevent or limit damage , insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. The lessor is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Lessor or his managerial subordinates.
Article 10 Indemnification
1. The Client indemnifies the Lessor against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than the Lessor. If the Lessor should be held liable by third parties for this reason, the Client is obliged to assist the Lessor both in and out of court and to immediately do everything that may be expected of him in that case. Should the Client fail to take adequate measures, the Lessor is entitled to do so itself without notice of default. All costs and damage on the part of the Lessor and third parties arising as a result will be entirely at the expense and risk of the Client.
Article 11 Intellectual property
1. The lessor reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. The Lessor has the right to use the knowledge gained by the performance of an agreement for other purposes, insofar as no strictly confidential information of the Client is disclosed to third parties.
Article 12 Applicable law and disputes
- Dutch law applies exclusively to all legal relationships to which the Lessor is a party, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The court in the Lessor’s place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the Lessor has the right to submit the dispute to the competent court according to the law.
- The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 13 Location and change of conditions
1. These terms and conditions have been filed with the Chamber of Commerce under number 30177089.
2. The most recently filed version or the version that applied at the time of the establishment of the legal relationship is always applicable.
3. The Dutch text of the general terms and conditions is always decisive for the explanation thereof.