General Terms and Conditions of Delivery and Payment
These general terms and conditions of delivery and payment of Het Licht Equipment Rental BV were filed with the Chamber of Commerce in Amsterdam on 15 November 2007, under no. 32.07.4124.
1.1 These general terms and conditions of delivery and payment apply to all provided quotations, offers and price estimates, to agreements to supply goods entered into and to services to be provided, including the leasing of equipment and studios and/or the provision of personnel by Het Licht Equipment Rental BV (hereinafter referred to as ‘HL’), unless HL has agreed in writing to additions and/or deviations beforehand.
1.2 The applicability of any other general terms and conditions is hereby explicitly excluded.
1.3 Where one or more provisions of these general terms and conditions prove non-binding, the remaining provisions of these general terms and conditions will remain in full force. HL will replace the relevant provision(s) with new provisions that correspond with the intent of the previous provisions as much as possible.
1.4 The ‘Client’ means: the lessee of the equipment, goods/studio, transport and/or means of transport, specifically all goods leased by HL. The Client may be replaced by its authorised representative, such as an employee or a third party contracted by the Client.
All quotations are without obligation and are valid for 15 days, unless the quotation states otherwise. All amounts referred to in the quotation are in euros (EUR) and are exclusive of VAT.
3. Conclusion of agreements
An agreement is entered into after HL has confirmed the contract for services in writing, when the Client has signed HL’s agreement for approval or when HL has performed the contract for services.
4. Prices and Payment
4.1 All prices referred to in HL’s quotations are based on the price-determining factors applicable at the time of the quotation. Any changes made to the leased goods, equipment or otherwise after the agreement was entered into will be charged to the Client.
4.2 HL may pass on any price increases if it can reasonably demonstrate that the price-determining factors increased due to unforeseeable developments and/or due to circumstances that cannot be attributed to HL between the time of the quotation and the performance of the agreement.
4.3 The determination of the price for the supply of personnel will be based on subsequent calculation on the basis of hourly rates agreed in advance.
4.4 All prices used by HL are always exclusive of VAT and other taxes, packing & postage, insurance premiums, installation, energy, communication, cleaning, removal, storage and courier costs, travel and accommodation expenses and costs relating to the leasing of equipment and recruitment of third-party personnel.
4.5 In case of additional work, which in part may be due to changes requested by the Client, HL may charge these additional costs on the basis of subsequent calculation.
4.6 Invoices must be paid within 21 days of the date of the invoice. If invoices are not paid within this period, the Client will be in default without a notice of default being required and all the consequences referred to in Book 6, Article 81 and onwards of the Dutch Civil Code will apply, including an interest of 1.25% per month on the overdue amount.
4.7 Any judicial and extrajudicial costs resulting from the payment period being exceeded will be at the expense of the Client. Extrajudicial costs are due by the Client without any form of summons or notification of default being required.
4.8 HL may have personnel work as a trainee or intern in performing the agreement without the Client having to pay for this.
5. Supply of Goods or Provision of Services
5.1 HL must ensure that the goods to be supplied or services to be provided by it are supplied or provided at the agreed time.
5.2 All agreed periods will only commence once HL has received all information it had to be provided with and all payments that should have been made on commencement of the contract.
5.3 Unless the parties agree otherwise in writing that an agreed date or time constitutes a strict deadline, any data and times are provided as estimates and non-compliance thereof does not entitle the Client to compensation and/or rescission of the agreement.
5.4 Non-compliance of a strict deadline does entitle the Client to rescind the agreement to the extent that it has not been performed, without any judicial intervention being required unless the non-compliance relates only to the renewal of non-essential services. Non-compliance of a strict deadline resulting in a declaration of rescission on the basis of this provision entitles the Client to compensation of demonstrable damage/injury suffered, with due observance of the provisions of Article 8.
5.5 If, at the request of the Client, the agreement is performed within a shorter period than agreed, any additional costs related thereto are at the expense of the Client. HL provides the Client with a breakdown of these costs.
5.6 Costs made for the Client as a result of which in part the performance or progress of the performance of the agreement comes to a standstill are charged to the Client as well.
5.7 HL may at any time contract out all or part of the performance of the agreement to third parties, or have third parties assist it in the performance of the agreement.
6. Dispatch of Goods; Risks and or Purchase of Goods
6.1 The goods are considered to have been supplied and/or purchased and as such to be at the risk of the Client the moment they have left HL’s offices and/or warehouses, or have actually been transferred to the Client or its carrier.
6.2 Dispatch of goods by HL, even on a free delivery basis, is always at the risk of the Client.
6.3 The Client must ensure that there is someone available at the delivery address provided by it between 8 am and 5.30 pm to take delivery of the goods. If this is not the case, HL may charge additional delivery costs.
7.1 Complaints regarding goods supplied, services provided or invoices dispatched by HL must be registered with HL as soon as possible within 24 hours of reception of the goods or the invoice. Complaints made by the Client do not suspend it of its payment obligations.
7.2 If the Client has registered its complaint with HL in the proper manner and in due time and if it should appear that the goods or services provided by HL are not in keeping with the content of the agreement and constitute an attributable failure to perform on the part of HL, HL will carry out repair activities or at its discretion provide replacement goods or perform the service again, or send a credit note.
8.1 HL’s liability for failure to fulfil its obligations, or failure to do so properly or in good time, is expressly limited to the value of the goods supplied or services provided by HL.
8.2 HL cannot be held liable for any indirect damage/loss, including consequential damage/loss, loss of profit, missed savings, damage/loss due to interruption of operations or claims from third-parties, which the Client would suffer as a consequence of attributable non-performance of HL’s obligations.
8.3 HL cannot be held liable for the theft or loss of, or damage to property of the Client, its staff, third-parties engaged by the Client or any persons admitted by the Client.
8.4 HL can also not be held liable for the destruction, loss or damage of sound and/or image and/or information media and the material recorded thereon as well as of items handed over by the Client to the Supplier in the context of the services to be provided.
8.5 HL cannot be held liable for damage arising from the non-functioning or improper functioning of Internet, data, communication, image and/or sound connections or the quality thereof, regardless of the fact whether these have been put in place by HL or third-parties.
8.6 HL cannot be held liable for the quality and continuity of the supply of gas, water and electricity.
8.7 The liability restrictions stated in this clause do not apply if the loss or damage is the consequence of the deliberate act or gross negligence of HL or its staff.
8.8 The Client is liable for any damage or loss suffered by HL as a result of things owned by HL that were used by the Client and that have gotten lost or damaged.
8.9 The Client is also liable for any damage or loss of items belonging to third-parties that is caused by the Client, its staff and/or third-parties engaged by the Client.
9. Non-attributable Failure
9.1 In these general terms and conditions, non-attributable failure is understood, in addition to the legal definition and interpretation of the term, to mean all exterior causes, whether anticipated or not, over which HL cannot exercise any control, and which prevent HL from being able to meet its commitments. It also includes strikes or other action taken by the staff of HL and/or its suppliers, as well as the closing of industrial estates/zones or any premises thereon in which HL carries out its activities.
9.2 If a failure to perform the obligations of one of the parties cannot be attributed to this party, the mutual obligations of the parties will be suspended until such time that the performance of the obligations is reasonably considered possible once more.
9.3 If an actual suspension resulting from a non-attributable failure takes longer than one month, either party is entitled to terminate the contract immediately and without any need for a notice of default or judicial intervention and without the parties being permitted to claim any compensation from each other.
9.4 Non-attributable failure may be invoked only in writing by way of letter with an acknowledgement of receipt within fourteen days of the failure having arisen.
The Client indemnifies HL and its staff against any third-party claims in connection with the agreement concluded between the Client and HL and/or in the context of the goods or services provided including claims in respect of infringement of intellectual property rights or other rights.
The parties will treat the written and oral confidential information provided by the other party as strictly confidential and will never surrender this information to third parties unless this information was already in the public domain or because the other party was forced to surrender this information as the result of a court order or in law.
12.1 The Client may request HL to grant it an option on the goods and services to be provided by HL. When granting the option, HL will indicate before which time the Client must notify HL of its intent to make use of the option or not. If the Client exceeds this time limit, the option granted to the Client will lapse.
The Client may never derive any rights from such an option.
Options cannot be assigned or transferred to third parties.
12.2 HL may at any time request option holders to notify HL whether they will convert the option into an actual contract within 24 hours. If the option is not converted into a contract within this period, the option will lapse. HL may cancel an option unilaterally only in writing.
13.1 Cancellation of a contract by the Client is possible only if this takes place in writing and prior to the start of the provision of goods or services.
13.2 In the event of cancellation, any preparation costs incurred by HL will always be charged to the Client.
13.3 If the cancellation takes place within 21 days of the start of the goods or services to be provided, the Client must pay compensation amounting to 75% of the agreed fee.
If the cancellation takes place within 7 days of the start of the goods or services being provided, the Client must pay compensation amounting to 100% of the agreed fee.
13.4 HL may cancel contracts fully or partially in writing if changes in circumstances occur such that performance cannot reasonably be expected from HL or performance would entail criminal-law and other legal risks. In such event, the Client is not entitled to compensation.
14.1 HL may rescind the contract without judicial intervention if the Client fails to perform one or more of its obligations or fails to do so in time and/or properly, or if the Client amends the contract in such a way that the contract becomes unworkable in the opinion of HL.
14.2 In that case the Client must at least pay the agreed price, including any transport costs, plus compensation amounting to 10% of the price, without prejudice to HL’s right to compensation for damage or loss suffered if this amount is higher.
14.3 HL and the Client are both entitled to rescind the contract immediately without judicial intervention in full or in part in the following circumstances:
• if the Client makes a voluntary debt management arrangement with its creditors;
• if the Client applies for a suspension of payment;
• if the Client is declared bankrupt;
• if the Client closes down or transfers its company.
15. Intellectual Property
15.1 The Client guarantees HL that the Client has the right holder’s permission to include intellectual property righted components in the programme material. The Client acts in this respect according to legally established standards.
15.2 The copyrights and any other intellectual property rights related to its goods or to goods for which HL has provided services that are subjected to copyrights or any other rights, will continue to be fully vested in HL, unless expressly agreed otherwise in writing. This also applies to copyrights and other contributions belonging to its staff and/or freelance workers.
16.1 In the event of any dispute between HL and the Client, this dispute will in the first instance be subjected to the competent Amsterdam District Court with the exclusion of any other court. However, HL reserves the right to summon the Client to appear in the court of its place of residence.
16.2 All contracts concluded between HL and the Client are governed by the law of the Netherlands.
16.3 All judicial and extrajudicial costs associated with the collection of any amount that HL considers necessary for obtaining its rights will be at the expense of the Client. The minimum amount for this will be €1,500.00.
LEASE AND PROVISION
17. Start and end of leasing equipment
17.1 Equipment is leased for a specific period in full days.
17.2 The lease commences at the moment the Client or his legal representative take delivery of the leased object(s) at the agreed location or at the offices of HL. When the actual transfer takes place, the Client will agree without reservations to the object(s) delivered or leased.
The Client may check the leased objects to see if they are complete and without defects prior to the actual transfer but only during the office hours of the Lessor, i.e. on work days between 8 am to 5.30 pm. If the Client fails to pick up or collect the leased objects on the agreed date and time, it will still be bound by the lease and must pay the agreed lease price.
17.3 No later than on the return date and time agreed in the lease or in writing at a later time, the Client must return the leased objects in the same condition to HL at the agreed location or at the offices of HL during office hours. The Client must immediately pay the costs of any damage to HL.
17.4 The Client must return to HL not only the leased objects but also any material used by it, including any spare material provided by HL or defective components replaced by the spare material, failing which the Client must pay the new-for-old value of the material in question to HL.
17.5 Upon failure to return the leased objects on time, the Client will be in default without further notice of default being required. HL will then be entitled to recover the leased objects. Any costs associated with this will be fully at the expense of the Client. The Client must pay the agreed daily fee for each day that the leased objects are not returned, without prejudice to HL’s right to claim additional compensation.
18.1 If so required, HL may request a deposit per instance of not more than 10% of the current market value established by HL or the replacement value of the leased objects. The deposit serves to ensure compliance of the Client’s obligations. It must be paid before the objects are delivered.
18.2 The Client or its legal representative must present copies of its passport and/or driving licence to HL immediately upon request before the objects are leased.
19.1 The Client may not use the leased objects for any other purpose or at another place than the agreed destination and place, lease or grant them in use to third parties whether or not for a consideration other than in the Client’s normal business operations, make copies, pledge, encumber or dispose of them in any other way.
19.2 The Client may not transfer any rights and/or obligations arising from the lease to third parties.
19.3 The Client must use the leased objects carefully and according to HL’s instructions. The Client guarantees that the staff members contracted by the Client have a proper and valid driving licence in accordance with legislation to drive the means of transport leased from HL.
19.4 HL may inspect and maintain the leased objects at any time.
19.5 When repair work is required as the result of normal wear and tear, all this at the discretion of HL, the Client will notify HL of this without delay. HL will carry out the repairs itself at its expense or have these arranged by a third party. The Client may not carry our any repairs itself nor have these arranged by a third party. The costs of repairs considered necessary due to actions initiated by the Client or by third parties or due to force majeure will be charged to the Client.
19.6 In the event of loss of or damage to the leased objects or if third parties lay claim to the leased objects, including any attachment thereon, the Client must inform HL without delay.
19.7 The Client or its legal representative states without reservation that it has all the valid driving licences required by law to drive vehicles or means of transport on the public road or otherwise that the Client leases from or through HL.
19.8 The Client or its legal representative states that he/she never has been disqualified from driving for any reason.
19.9 The Client or its legal representative will, at its own expense and risk, apply for the parking exemptions and/or access exemptions where this is required for the means of transport leased from HL. This also applies to exemptions in the environmental zones.
19.10 HL will charge any fines/sanctions of whatever agency or authority directly to the Client, with a 50% surcharge. HL will pay the fines/sanctions within the period required by law to prevent any increases. The Client itself will have to appeal against the fines/sanctions. HL is never a party in this matter.
19.11 If HL pays the fines or sanctions as an advance to prevent statutory increases, this does not mean that HL pleads guilty in any way and it will never do so in this respect. The Client indemnifies HL in this respect.
20.1 Without the Client being able to reserve any rights from this, HL will insure in its own name and partly in favour of the Client against loss or damage, with an policy excess per instance in accordance with the policy, excluding any loss or damage caused by negligence or misuse by the Client.
20.2 The part of the damage that cannot be recovered from the insurer will be charged to the Client. The policy excess will always amount to €1,500, exclusive of VAT, per instance.
20.3 In the event of damage to, by means of or from means of transport or vehicles, the Client will have a fully completed and signed claim form drawn up. The Client will do anything it can to limit the damage.
21. Lease of Goods
21.1 If goods are leased, the Client must comply with HL’s Company Rules and any directions provided by HL’s supervisory staff.
21.2 If the Client admits an audience during or outside a recording this will take place under its own responsibility on the proviso that the directions referred to in 21.1 be complied with and that further access to the audience may be denied or that eviction of the leased venue may be ordered. The Client must adhere strictly to HL’s rules regarding the number of people to be admitted as audience.
21.3 The Client is fully responsible for the personal safety of his employees, of third parties engaged by it, of its guests and the audience admitted by it.
21.4 The Client is at any time liable for the destruction, damage and theft of property of HL, its employees and third parties engaged or admitted by it.
21.5 The Client will not make any changes to or tear down in the leased venue.
21.6 The Client must ensure that at all times, all the required permits and exemptions have been arranged.
21.7 The Client is fully and without reservation aware of the technical status and technical data of the leased objects and states to agree to these.
21.8 The Client will never bring highly inflammable fluids and/or gasses into the leased venue. The Client will ensure compliance with the non-smoking policy of the leased venue.
22. Provision of Staff
22.1 Staff members are made available per hour with a minimum number of six hours per day.
22.2 The provision of staff commences when a staff member of HL, or a third party contracted by HL, commences his activities for the Client. Travel time, preparation time, packaging time, inspection time or unpacking time are deemed to be ‘carrying out activities’.
22.3 The Client must pay all the hours for staff members agreed with HL in accordance with the agreed rates. If the Client requires the services of staff made available for a longer period than agreed, the Client must pay these extra hours.
22.4 The Client will ensure that all statutory regulations regarding employment conditions and working hours are complied with at all times and indemnifies HL for any third-party claims in this respect.
22.5 The Client accepts liability for any damage or loss, including as the result of injury or death, of staff made available if this is caused during the period of provision or arising from this provision. The Client will take out the required insurance cover for staff made available by HL.
PURCHASE AND SALES
23. Reservation of Title
23.1 HL reserves title of all goods sold and supplied by it, until the agreed purchase price has been fully paid by the Client and the Client has honoured all other obligations.
23.2 If the purchase price has not been fully paid or has not been paid at all, HL is entitled to take back the goods supplied. The Client hereby undertakes to allow HL to do so at any given moment.
Only the warranty provided by the factory, as it was issued by HL’s suppliers, will apply to all goods sold by HL. The Client is deemed to know these terms and conditions of warranty.
Filed in Amsterdam on 15 November 2007.
Het Licht Equipment Rental BV
Duivendrechtsekade 85 b
1096 AJ AMSTERDAM