Terms and Conditions
General Terms and Conditions of HEREweHOLO in Rijswijk, hereinafter referred to as HEREweHOLO, for agreements regarding sales, rental and facility services in the field of Audiovisual Techniques, as filed with the Chamber of Commerce in The Hague.
DEFINITIONS:
HEREweHOLO: the private company with limited liability HEREweHOLO, with its registered office in Rijswijk, and all its branches.
Client: Unless explicitly agreed otherwise, the client is the party mentioned as the addressee on a quotation, quotation and / or order confirmation, the person mentioned as the contracting party in an agreement or the party with which HEREweHOLO concludes an agreement.
Agreement: the agreement between HEREweHOLO and the Client.
I. GENERAL PART
Applicability
Unless explicitly agreed otherwise in writing, all activities, quotations, quotations, agreements and agreements (including but not limited to the delivery of goods and the provision of services, including the rental and sale of equipment and the provision of personnel) , and these terms and conditions apply to all other legal relationships between the parties. The applicability of purchasing or other conditions of the Client is hereby expressly rejected.
Offers
All offers, quotations, quotations and other expressions of HEREweHOLO are without obligation, unless explicitly stated otherwise in writing by HEREweHOLO. HEREweHOLO is entitled, if after issuing a quotation and / or quotation no agreement is ultimately concluded, to charge all costs that it has had to incur in the context of the aforementioned quotation and / or quotation to the Client.
HEREweHOLO can revoke a quotation up to 10 working days after receipt of the acceptance. For incorrect and / or incomplete information from third parties in, for example, brochures, product descriptions, manuals, etc., which VISION2WATCH provides, no liability is accepted on any grounds whatsoever.
(Verbal) Agreements or agreements with subordinates only bind HEREweHOLO insofar as they are confirmed in writing by persons who can validly represent HEREweHOLO. HEREweHOLO does not provide any guarantee with regard to the suitability of its products for the purposes set by the Client. Nor is it liable in this respect, unless the aforementioned suitability has been explicitly confirmed by HEREweHOLO in advance. Client is obliged to investigate the suitability of the goods for its specific purposes. Any liability for any damage that may arise during or as a result of the use of the goods is excluded.
Delivery / execution times and default
Deliveries are made entirely at the expense and risk of the Client, unless otherwise agreed in writing.
All (delivery) periods stated or agreed by HEREweHOLO are to the best of its knowledge and can be determined on the basis of the information known to VISION2WATCH when the Agreement was concluded. HEREweHOLO makes every effort to ensure that the goods and services to be delivered by it are delivered at the agreed time.
The mere exceeding of an agreed (delivery) term does not put HEREweHOLO in default. If the set term is exceeded, HEREweHOLO only accepts written notice of default in which HEREweHOLO is set a further reasonable term for compliance, taking into account all circumstances. If an advance payment or a down payment has been agreed, a term for delivery or performance does not start to run until the payment has been received.
HEREweHOLO is at all times entitled to outsource the implementation of the Agreement in whole or in part to third parties, or to be assisted by third parties in the implementation of the Agreement.
Prices and payment
If the Client agrees to the quotation drawn up by HEREweHOLO, the Client is obliged to pay the predetermined down payment. Unless otherwise agreed in writing, the down payment for Clients within the Netherlands is fixed at 60% of the total offer amount including VAT; a down payment of 100% of the total invoice amount applies to Clients outside the Netherlands. Even if payment has been agreed afterwards, HEREweHOLO has the right, if it deems that there are grounds to do so to secure the payment, to demand full or partial payment in advance and to suspend the fulfillment of its obligations until full payment has been obtained.
Unless otherwise agreed in writing, payment of the purchase, rental or facility order price takes place no later than 30 days after the invoice date. Even if payment has been agreed afterwards, HEREweHOLO has the right, if it deems that there are grounds to do so to secure the payment, to demand full or partial payment in advance and to suspend the fulfillment of its obligations until full payment has been obtained.
In the event of late payment, the statutory interest is due on the unpaid amount without notice of default being required, or, if higher, an interest of 1% per month, whereby part of a month counts as a full month. The collection costs will also be recovered from the Client.
HEREweHOLO will start project related work after receiving the down payment. HEREweHOLO cannot be held responsible for delays or other problems arising from late payment or default of the deposit. HEREweHOLO reserves the right to move delivery dates as a result
of late payment or complete default of the deposit.
If payment in installments is agreed, the Client will receive a payment schedule from HEREweHOLO. For each payment due, the Client will receive a separate invoice, payment of which must be made within 14 days of the invoice date, unless otherwise agreed in writing. Invoices relating to partial deliveries must be paid within the applicable payment term.
An increase in the price-determining costs between the conclusion and the completion of the execution of the agreement can be passed on to the Client. Payment of the purchase, rental or facility order price takes place at the place and at the latest at the time agreed.
Set-off against a counterclaim is only permitted insofar as the counterclaim has been recognized by HEREweHOLO or has been irrevocably established in law.
Termination of the agreement
In the event that the Client does not, not timely or not properly fulfill one of its obligations under the Agreement, as well as in the event of bankruptcy, suspension of payment, application for this, closure or liquidation of the Client's business, or if it is taken over by third parties , the Client is deemed to be in default by operation of law, without a notice of default being required.
HEREweHOLO is then entitled to dissolve the Agreements existing between it and the Client insofar as they have not yet been performed without judicial intervention, or to suspend the implementation thereof and to demand immediate payment from the Client for the work already performed or delivered.
goods as well as compensation for damage, costs and interest, including the profit lost by HEREweHOLO. This provision is without prejudice to HEREweHOLO's right to enforce its retention of title.
The client irrevocably authorizes HEREweHOLO to enter all areas containing any goods belonging to it in order to return them to its possession.
Complaints
Any complaints regarding goods delivered by HEREweHOLO, work performed and / or invoice amounts drawn up must be submitted to HEREweHOLO by registered letter within 10 working days after delivery of the goods, termination of the work and / or sending of the invoice, stating of relevant facts and circumstances, failing which the Client will have none
rights will be asserted.
Failure to comply with an obligation is not attributable if that failure is the result of or related to a circumstance beyond the control of a party, whether or not foreseeable. In any case, such a state of war, riots, sabotage, natural disaster, bad weather conditions, fire, lightning strike, explosion, release of hazardous substances and / or gases, strike, occupation, blockade, boycott, failure of supplier and / or transporter, measure of the government including foreign
(e.g. prohibition of import, export, production, supply).
(Extra) judicial costs
The costs associated with HEREweHOLO in taking action outside and / or in court due to the failure to fulfill one or more obligations towards HEREweHOLO must be fully reimbursed by the Client.
Extent of liability for damage
HEREweHOLO attributably fails in any case no more than € 15,000 in case of sale, rental and facility assignment. If the limitation of liability in a given case is judged to be unreasonably onerous or unacceptable, a limitation applies that, taking into account all the circumstances of the case, is still acceptable.
Damage that is not reported to HEREweHOLO within 10 days after discovery or that is suffered 1 year after implementation of the relevant agreement, is no longer eligible for compensation.
Use
The Client is not permitted to use the delivered goods for any other purpose or at a different location than the agreed destination and location, to rent them to third parties or to not relinquish them for use other than in the normal business operations of the Client, to pledge or otherwise encumber or dispose of.
Client is not entitled to transfer its rights or obligations arising from the contract to third parties.
The client must use the delivered items carefully and in accordance with the instructions of HEREweHOLO.
Intellectual property rights
HEREweHOLO retains all intellectual property rights with regard to all audiovisual works, models, drawings, sketches, software, products, designs, images, and other results of the Agreement that are or may be subject to intellectual property rights. Provided that the Client has fully complied with all its obligations under the Agreement, the Client will only receive the
non-exclusive right to publish and reproduce the audiovisual work if and in accordance with the provisions of the Agreement.
HEREweHOLO will grant the Client a non-exclusive and non-transferable right of use with regard to any software that may or may not be incorporated in delivered hardware for the duration and for the hardware in which the software is incorporated or delivered. HEREweHOLO or its licensor (s) remains the owner of the intellectual property rights in the software. Client only obtains a right of use.
Unless legally stipulated otherwise, the Client is not entitled to copy, reverse engineer, change or further develop the software. Unless otherwise agreed in writing, the Client is only entitled to use software for its own use and is not authorized to dispose of it or to hand it over to third parties or use it under any title whatsoever.
SPECIAL PART
In addition to or, in the event of a conflict, in deviation from the above conditions, the following conditions also apply in the event of:
A. SALE
Delivery, acceptance, inspection and rectification of shortcomings
HEREweHOLO is authorized to deliver in parts. The client is obliged to accept goods purchased by him. The purchased goods must be carefully inspected by the Client on or immediately after delivery or, insofar as installation has also been agreed by HEREweHOLO , after notification from HEREweHOLO that the installation work has been completed. Deficiencies that have been discovered or would have been discovered through a careful inspection but that are not reported to HEREweHOLO within 10 calendar days after delivery or notification of the completion of the installation work , can no longer be invoked. Deficiencies attributable to HEREweHOLO in a timely manner will be remedied by HEREweHOLO at no charge through repair or replacement at the option of HEREweHOLO . A shortcoming, which becomes apparent within six months after the aforementioned 10-day period and which could not have been discovered during the said inspection, will be repaired free of charge. HEREweHOLO may require items to be sent to it for repair.
Unless otherwise agreed in writing, HEREweHOLO only provides the same warranty as the manufacturer and only if and insofar as the manufacturer is willing to compensate HEREweHOLO voluntarily for what it claims under the manufacturer's warranty provisions. HEREweHOLO has the right to transfer any damage claim from the manufacturer to its Client. The latter is then obliged to cooperate with such a transfer.
Any warranty issued by HEREweHOLO is excluded: defects or damage due to normal wear and tear, improper use or use for which the goods are not suitable or use outside the normal business purposes and circumstances of the Client, operating errors or interventions by third parties, which are not explicitly permission from HEREweHOLO . Furthermore, the warranty lapses if, without the knowledge of HEREweHOLO, goods have been delivered by third parties or repairs have been carried out in connection with a (new) delivery made by HEREweHOLO , as well as with repair and / or improvement work carried out by HEREweHOLO , in respect of which the invocation of warranty is made.
If a charge HEREweHOLO to be failure in the performance of the Agreement HEREweHOLO liable for repair, replacement of delivered goods or services or for reimbursement of the remaining performance up to the agreed amount for implementation of the Agreement.
Transfer of Risk and Ownership
The risk for purchased goods is transferred permanently to the Client upon arrival at the place of delivery or, if delivery is delayed or prevented due to circumstances attributable to the Client, at the time of delivery initially agreed. The ownership of all delivered goods remains with HEREweHOLO until the Client has fully fulfilled all its payment obligations under or in connection with all agreements relating to the delivery of goods or the provision of services. In the event of late payment by the Client, HEREweHOLO is authorized to take back the goods that still belong to it, regardless of where they are located.
B. RENTAL AND MAKING AVAILABLE
General
Rental of equipment and goods (the “rented”) is entered into per specified rental period in whole days.
Deliveries and damage
The delivery and return of the rented property is entirely at the expense and risk of the Client, unless otherwise agreed in writing.
The client will inspect the rented property upon receipt and ensure that the rented property meets all contractual requirements. Complaints with regard to the rented item that pertain to a defect, omission or shortcoming that may be apparent from reasonable inspection upon delivery, must be received in writing at HEREweHOLO within 24 hours of delivery . At fixed inspection, timely reported and HEREweHOLO defects imputable HEREweHOLO will repair free of charge. If HEREweHOLO has not received a complaint as described above within this period, this counts as acceptance of receipt in good order of the rented. The Client cannot assert any right to compensation or replacement in this respect.
If the Client foresees that the agreed rental period will be exceeded, he must notify HEREweHOLO of this without delay.
The Client is obliged to notify HEREweHOLO in writing without delay of any damage and / or changes to the rented property . The Client is prohibited at all times from carrying out any changes and / or repair work to the rented property.
The Client is liable for all damage to the rented property that occurs during use or after the rental period has expired, if this damage is caused by changes or repair work carried out by the Client or other persons who have been given the opportunity by him for the aforementioned changes and / or repair work. to be carried out.
In the event of loss or theft of, or irreparable damage to the rented, the Client is obliged to pay the sum of the purchase costs of replacement equipment (based on new equivalent equipment) and the costs of replacement to HEREweHOLO . If the rented out is not irreparably damaged, the Client will pay the costs for repairing the damage at the rates applicable in the market.
HEREweHOLO is at all times entitled to inspect and maintain the rented property. The client is obliged to give HEREweHOLO the opportunity to do so by providing it with access to the rented property during office hours, or outside office hours if further agreed.
After the end of the lease, the Client must make the rented object available to HEREweHOLO on the agreed return date and time in the same condition by handing it over to the warehouse of HEREweHOLO or, in the event that HEREweHOLO provides the transport, that the rented item in the same condition on the is offered by HEREweHOLO indicated pick-up date and time to HEREweHOLO. For each day that the rented item is made available to HEREweHOLO too late , a fine will be forfeited in the amount of 100% of the daily rent applicable to those items at HEREweHOLO, unless otherwise agreed or if written agreement has been reached with HEREweHOLO .
HEREweHOLO is entitled to check the burning hours of the projector after use and, if necessary, to invoice any discrepancies between agreed burning hours and actual burning hours.
Care and insurance of the rented property
Client is obliged to exercise all care and caution with regard to the rented property and to strictly comply with all regulations and instructions issued by HEREweHOLO . Insofar as the rented object requires maintenance during the rental, this will be done by HEREweHOLO but at the expense of the Client. Giving the rented property to third parties is not permitted. Loss, damage or seizure of the rented property must be reported to HEREweHOLO immediately .
From arrival at the place of delivery until the moment of actual return to HEREweHOLO, the Client bears the risk of loss (including destruction and theft) and damage to the rented property, insofar as not the result of a defect attributable to HEREweHOLO . Client will ensure that the rented item is fully insured from arrival at the place of delivery until the time of return.
against loss and damage as a result of theft, fire, lightning strike, explosion, outflow of hazardous substances and flooding. Upon first request, the Client will allow HEREweHOLO to inspect the relevant policy. Claims against the insurer in respect of the rented property are transferred to HEREweHOLO upon first request . HEREweHOLO is irrevocably authorized to effect the transfer also on behalf of the Client.
Duration, (premature) termination
If entered into for a specific period, the rental agreement ends with the expiry of the period and, if entered into for an indefinite period, after written cancellation with due observance of a period of two calendar weeks. In the event that HEREweHOLO has reasonable doubts about the continued fulfillment by the Client of its obligations towards HEREweHOLO and in particular if the Client decides to cease all or part of its business activities or applies for a moratorium or when it is requested to declare him bankrupt, VISION2WATCH is authorized to terminate the lease with immediate effect. If the Client fails to fulfill any obligation under the lease, HEREweHOLO is authorized to dissolve the lease in whole or in part by means of a written statement with immediate effect. Failure to pay the rent must be preceded by a payment reminder, unless payment is repeatedly overdue.
Cancellation
The client can cancel the lease in whole or in part up to 48 hours before the agreed start date of the lease. In the event of cancellation thereafter, the Client will continue to owe the agreed rent in full and must pay the rent of the canceled part at once.
C. FACILITY MISSION
The provision of personnel is contracted per hour with a minimum of 4 hours per day.
The provision of staff commences at the moment that a staff member of HEREweHOLO, or a third party hired by HEREweHOLO starts to perform the work for the Client, whereby travel time, preparation time, follow-up check, packing and unpacking time is seen as the performance of activities.
Client must reimburse all hours agreed with HEREweHOLO for personnel according to the agreed rates. If the Client needs the personnel made available for a longer period than agreed, the Client must pay for these hours in full.
Client ensures that all legal provisions regarding working conditions and working hours are complied with at all times and indemnifies HEREweHOLO against all claims from third parties in this regard.
The client accepts liability for any damage, among other things, due to injury or death of the personnel made available if this was caused during the period of placement or ensues from the placement.
Client will take out the necessary insurance with regard to the personnel made available by HEREweHOLO.
The Client is not permitted, during the term of this Agreement (including any extension thereof), as well as for a period of 1 year after the end of this Agreement or its extension, to use HEREweHOLO personnel involved in the execution of the Assignment ( hired or in any way involved in the performance of his work. In the event of violation, the Client will owe an immediately due and payable penalty amounting to one time the gross annual salary (including holiday pay) of the relevant staff member as last applied at HEREweHOLO, without prejudice to HEREweHOLO's right to claim full compensation, if this is higher than the aforementioned penalty.
Cancellation
The Client can cancel an order up to 3 days before the day on which the execution of the order is started, on the understanding that he then still owes an amount of 30% of the agreed order price. In case of cancellation at a later time, the agreed contract price remains fully due.
Content / quality of the service, processing conditions
HEREweHOLO strives for a good result within the given circumstances and possibilities, but does not guarantee this. Basic elements for content creation must be delivered digitally by the Client in the highest possible quality.
It is the responsibility of the Client to prove that the material supplied was intact upon delivery.
D. MAINTENANCE AND REPAIR OF EQUIPMENT
In addition to what is stipulated elsewhere in these general terms and conditions, the following also applies with regard to maintenance and repair of equipment.
The content of the maintenance services to be provided by HEREweHOLO and any associated service levels will be laid down in a written agreement between the parties.
Replacement of parts will take place if in the opinion of HEREweHOLO this is necessary to repair or prevent the fault. The Client will notify HEREweHOLO immediately after the occurrence of a malfunction of the equipment.
Maintenance will be performed during HEREweHOLO working days and hours.
HEREweHOLO ensures that its expertise regarding the equipment is kept up to date.
The client is obliged to grant the personnel of HEREweHOLO, or a third party designated by it, access to the location of the equipment, to provide all necessary cooperation and to make the equipment available to HEREweHOLO for the maintenance work. HEREweHOLO reserves the right to suspend its maintenance and repair work for such time as conditions exist at the site of equipment installation that, in HEREweHOLO's judgment, pose risks to the safety or health of HEREweHOLO employees. involve.
Client bears the risk of loss, theft or damage to the equipment during the period that HEREweHOLO has it in its possession for maintenance or repair work.
Repairs or increases in maintenance time, due to any cause outside the equipment, including improper use by (personnel of) the Client, or third parties, or due to non-compliance with the terms of use of the equipment, are at the expense of the Client.
Applicable law; competent court
All conditions, offers and agreements between HEREweHOLO and its Clients are exclusively governed by Dutch law.
All disputes arising between HEREweHOLO and Client will be exclusively submitted to the competent court in the district of The Hague, unless HEREweHOLO chooses otherwise.