Article 1. Application
- These General Terms and Conditions apply to all offers and contracts of ADEXPO b.v. (hereinafter referred to as ‘the supplier’) with a counter-party (hereinafter referred to as ‘the client’), to the extent that the parties do not explicitly depart from these Terms and Conditions in writing.
- Once the application of the Terms and Conditions has been agreed, they shall also apply to future legal relationships between the client and the supplier.
- The Terms and Conditions apply likewise to all contracts between the supplier and client for which the supplier deploys third parties for the execution of the contract.
Article 2. Offers and contracts
- No rights can be derived from offers made by the supplier. Offers are without obligation unless explicitly stated otherwise.
- The supplier is not bound by the contract unless and to the extent that it dispatches confirmation of the order in writing.
- Supplier reserves the right to adjust a price in the contract if it appears that, despite careful drafting, it has been stated incorrectly in the price list.
Article 3. Delivery
- The delivery date stated by the supplier is effective on the latest of the following:
- The contracting date;
- The date on which the information, documents etc. required for the execution of the contract are received;
- The date of receipt of any agreed advance payment, as described in the confirmation of the order.
- Delivery dates are indicative only, and can in no case be regarded as terms to be observed on penalty of forfeiture of rights, unless otherwise agreed in writing.
- In the event of force majeure or other circumstances of such a nature that (prompt) compliance cannot reasonably be required of the supplier, the delivery date shall be postponed by a period equal to that for which such circumstances pertain.
- In these General Terms and Conditions, ‘force majeure’ is deemed to include strikes, staff illness, government measures, civil war, natural disasters, unforeseen traffic situations and delays in deliveries by other suppliers.
- The supplier may arrange to make deliveries in parts. The client is required to accept the rented goods at the time of delivery, or on the date on which they are made available to it pursuant to the contract.
- If the delivered goods differ from the models shown in the documents in minor ways, this does not relieve the client of the obligation to accept them.
- The rented goods are deemed to have been delivered by the supplier in a good condition, unless otherwise determined on delivery, with a written description of the defects.
- The client must ensure that the agreed delivery or collection location is easily accessible, free of obstacles, dry and clean. If delivery or collection is delayed or is made impossible by the client’s failure to meet this obligation, the client shall compensate the additional costs incurred as a result.
Article 4. Rental price
- Unless explicitly stated otherwise, all prices are shown in euros, exclusive of VAT and any other duties imposed by government authorities.
- On amendment of the contract or in the event of additional work in relation to the contract, the supplier has the right to charge the client for all the resulting costs. The client will pay such costs, providing that they are drawn up reasonably.
- Unless otherwise agreed in writing, the supplier shall bear the costs of transportation and delivery to the agreed location in the Netherlands, and the client the costs of transportation and delivery outside the Netherlands.
- The supplier has the right to deploy third parties in the execution of the order, the costs of which shall be charged to the client in accordance with the stated price.
- Costs which are mandatory charged by exhibition centres etc. for transportation and other services shall be borne by the client and shall be charged to the client by the supplier without prior consultation.
Article 5. Payment
- The client shall pay all invoices in compliance with the payment terms shown in the invoice. In the absence of such terms, payment must be made within 8 days of the invoice date.
- If payment is not made within the set term, the client is deemed to be in default and, without the need for notice of default, is liable to pay interest as from that date at a rate of 1% per month, with part of a month treated as a full month.
- The supplier has the right at all times to require sufficient security from the client for compliance with the latter’s payment obligations and to suspend compliance with its own obligations until such time. If the client refuses to provide the required security, the supplier has the right to treat the contract as dissolved, without prejudice to the supplier’s right to compensation for all damages suffered, including loss of profit.
- If the client fails to settle a receivable after notice of default, all extra-judicial collection costs shall be borne by the client. The level of the collection costs shall be determined in accordance with the collection rates of the Dutch Bar Association.
- Payments made by the client shall first be applied to settle the interest and costs due, even if the client states that such payments are for another purpose.
Article 6. Reservation of ownership
- Evidently, goods rented out by the supplier remain the property of the supplier. Goods transferred by the supplier under a contract of sale also remain the supplier’s property until the client has settled all the supplier’s receivables from the supplier in relation to the underlying contract and, to the extent permitted by law, in relation to all other contracts with the client, including interest and costs.
- The supplier has the right at all times to invoke its reservation of ownership and reclaim its property if the client fails to pay on time or defaults on its obligations in some other way.
- While the goods are subject to the reservation of ownership, the client does not have the right to dispose of, lend, rent or encumber the goods with any pledge.
Article 7. Liability of the client
- From the time of delivery until the time when they are actually returned to the supplier’s possession, the client bears the risk and expense of the rented goods.
- During this period, the client is liable for theft, loss or damage to the rented goods.
- The client shall pay compensation for any damages to the rented goods as a result of loss, theft or damage, at the replacement value. The client must insure its risk in this regard adequately, at its own expense.
- The client indemnifies supplier against all liability for damages caused by the use of the rented goods during the rental period.
- The rented goods may be used solely for the purposes intended when the rental agreement is contracted. In the event of use for other purposes, the supplier has the right to cancel the contract and recover the goods with immediate effect, without prior notice of default.
- Liability within the meaning of this Article does not relieve the client of its obligation to pay the agreed rental price.
Article 8. Complaints and guarantee
- The supplier shall deliver goods of good trading quality. Without prejudice to the restrictions provided for in these Terms and Conditions, the supplier guarantees the fitness of the goods it delivers for their purpose, providing that all its instructions for the use of the goods are strictly observed and followed.
- Due to different production dates at our suppliers, there may be some difference in colour or size. The supplier (Adexpo) shall make every effort to prevent this at all times, but cannot be held responsible for slight deviations with regard to the aforementioned criteria.
- The Client may not invoke a defect in the performance if he does not protest in writing within 8 days after he discovered or reasonably should have discovered the defect in this respect.
- If the delivered goods do not comply with the contract, the supplier, at its own discretion, shall issue a guarantee, in the sense that it is required only to repair or replaced the delivered goods, or shall deliver any missing goods. Deliveries of 5% more or less than the ordered volume shall not be deemed to be defective.
- If defects in the delivered goods arise during the rental period, the supplier shall make efforts to correct these defects, but only to the extent that it can reasonably be required to do so and the cause of the defects is not attributable to the supplier.
- Return dispatches for repair or replacement of rented goods shall take place at the client’s risk and expense, with the prior consent of the supplier only.
- Complaints regarding invoices must be submitted in writing within eight days of the receipt of the invoice.
- If the client fails to claim within the above term and/or fails to give the supplier an opportunity to correct the defects, the right to complain shall lapse.
Article 9. Liability of the supplier
- The supplier’s liability is explicitly limited to compliance with the obligations described in Article 8: the supplier is liable for damages only if these are attributable to malicious intent or equivalent gross negligence on the part of the supplier or its subordinates.
- The supplier is not liable for damages arising to property that the client leaves behind in cupboards, display cupboards, desks or other rented goods.
- If the supplier bears any liability damages pursuant to any statutory provision, such damages are limited to the sum of the compensation paid out by the insurer, to the extent that this is covered by its liability insurance.
- If the damages are not covered by the insurance, the supplier’s liability is limited to a maximum of twice the amount payable by the client under the contract.
- In no circumstances is the supplier liable for consequential loss.
- The liability exclusion referred to in this Article also extends to third parties hired by the supplier for the execution of the contract.
- The supplier is not liable for shortcomings resulting from force majeure.
Article 10. Cancellation and dissolution
- The client is entitled to cancel an order if this has been communicated in writing at least 14 calendar days before pick-up/ delivery date, unless otherwise agreed between the ordering client and the supplier.
- If the client cancels the order within 14 calendar days before the pick-up/delivery date, the total rental price will be charged in full.
- Without prejudice to the relevant provisions of these Terms and Conditions, the contract shall be dissolved, without the intervention of a court, by means of a written declaration, at such time as the client is declared bankrupt of becomes subject to a winding up order, applies for a provisional moratorium on payments, or loses disposal of its assets, or parts thereof, through attachment, placement under tutelage, the application of the Debt Rescheduling (Natural Persons) Act or by other means, unless the trustee or administrator recognises all obligations resulting from this contract as estate debt.
- As a result of dissolution, all existing receivables of both parties become payable on demand. The client is liable for damages suffered by the supplier as a result, including loss of profit and transport costs.
Article 11. Termination
- The contract is terminated on expiry of the rental period. The client is required to return the goods in a proper manner to the delivery location, following notification of the return date and time.
- Rented goods must be returned to the possession of the supplier within 24 hours of the expiry of the rental period.
- If the supplier is not able to take receipt of the goods on expiry of the rental period, the client is required to return the goods immediately, carriage paid.
Article 12. Disputes and applicable law
- All contracts to which these Terms and Conditions are applicable are subject to Dutch law.
- All disputes between the supplier and the client arising in relation to a contract to which these Terms and Conditions apply shall be settled by the competent court in the supplier’s registered location of establishment, without prejudice to the supplier’s right to bring the case before another competent court.