GENERAL TERMS AND CONDITIONS DKB AUDIOVISUAL B.V.
1 DEFINITIONS AND APPLICABILITY
In these General Terms and Conditions:
A Client: Any third party with whom DKB Audiovisual B.V. enters into an agreement, or to whom DKB Audiovisual B.V. makes an offer.
B Agreement: Any Agreement concluded between DKB Audiovisual B.V. and the Client is concluded, any amendment or addition thereto, as well as all (legal) acts in preparation for and for the implementation of that Agreement.
C Performance: all (legal) actions, including the delivery or delivery of goods and/or Services or a part thereof, which DKB Audiovisual B.V. performed under the Agreement.
D Location: the place(s) where DKB Audiovisual B.V. to perform the Performance.
1.1 These General Terms and Conditions form part of all Agreements and apply to all (other) acts and legal acts of DKB Audiovisual B.V. and the Client in this regard.
1.2 Deviations and/or additions to any provision in the Agreement and/or General Terms and Conditions only apply if agreed in writing and relate exclusively to the relevant Agreement.
2 FORMATION OF AGREEMENTS
2.1 All offers and quotations from DKB Audiovisual B.V. are valid for 14 days, unless stated otherwise. This means that an offer made, expires after 14 days if it is not accepted.
2.2 If a quotation contains an offer without obligation and this is accepted, DKB Audiovisual B.V. reserves the right to revoke the offer within two working days after receipt of the acceptance.
2.3 The Client will receive a written order confirmation or a written record of the Agreement from DKB Audiovisual B.V., if the quotation has been digitally signed using the digital quotation system.
3 DELIVERY AND DELIVERY TIMES
3.1 If a time of delivery has been agreed for an event, a deviation of 30 minutes can occur without DKB Audiovisual B.V. being in default. When goods are sold, the delivery date is only an indication because DKB Audiovisual B.V. depends on the supply from its suppliers.
3.2 DKB Audiovisual B.V. is always entitled to demand sufficient assurance from the Client for the fulfillment of payment obligations before delivering or continuing with this.
3.3 If the Client informs DKB Audiovisual B.V. still has any payment obligations, in particular if invoices from DKB Audiovisual B.V. are still fully or partially open by the Client, DKB Audiovisual B.V. is entitled to suspend the delivery obligation until the Client has fulfilled all its obligations. This provision does not apply if it has been agreed that payment will be made at the time of delivery or afterwards.
3.4 DKB Audiovisual B.V. will deliver each Performance in the manner agreed in writing. DKB Audiovisual B.V. is authorized to deliver the Performance in whole or in part by means of (goods of) third parties.
4 LICENSES AND INTELLECTUAL PROPERTY RIGHTS
4.1 The Client must, at its own expense, ensure that all permissions, permits and exemptions necessary for the delivery of a Performance are obtained. If DKB Audiovisual B.V. provides an application for the benefit of the Client, this is at the expense of the Client.
4.2 The Client must pay the claims of third parties with regard to intellectual property rights, such as the BUMA/STEMRA rights, which are related to the Performance. The Client must ensure payment to the relevant third party or copyright organization and DKB Audiovisual B.V. indemnify if it is being held liable by a third party.
5.1 The Client must timely ensure that DKB Audiovisual B.V. can reach the location with the necessary means of transport without obstacles on a properly paved and sufficiently wide road.
5.2 The Client must provide sufficient and secured parking spaces for the aforementioned means of transport at its own expense (i.e. free of costs for DKB Audiovisual B.V.). The Client must also, at the first request of DKB Audiovisual B.V. ensure sufficient suitable space which can be properly closed for the storage of materials and tools of DKB Audiovisual B.V. and/or the third parties engaged by it in connection with the Performance.
5.3 The Client must ensure that DKB Audiovisual B.V. will not be hindered by third parties, such as the delegates / guests present, in delivering the Performance. The Client must provide adequate assistance and security in a timely manner at its expense and risk in connection therewith.
5.4 The (layout of the) Location must at least comply with:
a) That the location is on a floor / surface made level, and that the performance takes place on the ground floor; or that the location has a lift. In case there is only a staircase available, this must be clearly stated in advance. If additional work arises due to the accessibility of the location, the additional work costs are for the Client. If accessibility has consequences for the planned hours, DKB Audiovisual B.V. will not be held responsible for the late delivery of the Performance. If the planned number of hours is exceeded because of the additional work which is due to failure to report the accessibility, these hours will be charged to the Client afterwards.
b) If three-phase power is used, this must always be a 5-pole connection (3x phase, neutral and earth). If this deviates and this results in damage/additional work, these costs are for the Client.
c) The Client will ensure that the Location on/in which DKB Audiovisual B.V. will deliver the Performance, is prepared in a timely manner.
5.5 The layout of the Location – in particular the stage or the place where a performance takes place – and the electricity supply, must be such so that DKB Audiovisual B.V. can deliver the Performance without DKB Audiovisual B.V. having to make special arrangements, having to provide additional work, or that damage can be caused to goods of DKB Audiovisual B.V. or by DKB Audiovisual B.V. engaged third parties. If the Client is in default and damage or additional work occurs, DKB Audiovisual B.V. reports this immediately to the Client and DKB Audiovisual B.V. entitled to charge the extra costs to the Client or to set them off against the – potentially already paid – deposit.
5.6 The Client must ensure that DKB Audiovisual B.V. can start dismantling the rented items immediately after the agreed show time. Possible extra number of hours due to extension or waiting time will be passed on to the Client.
5.7 All items and goods made available at the Location by the Client or at the request of the Client by third parties, such as electricity, the electrical installation, sound system and other materials/equipment, will be used by DKB Audiovisual B.V. at the expense of the Client.
5.8 The Client must provide sufficient free refreshments at the Location for those from DKB Audiovisual B.V. involved in delivering the Performance, who request a drink. DKB Audiovisual B.V. assumes that the client will provide lunch and/or dinner (when during working hours). DKB Audiovisual will indicate how many people that will be. If the Client cannot provide this, DKB Audiovisual is entitled to charge € 15.00 p.p. for lunch and € 25.00 p.p. for dinner.
If the Client makes last minute changes to the proposal, additional costs may be involved.
5.9 The Client may ask DKB Audiovisual B.V. to be present at a Site Visit, in preparation for the execution / production of the event. Unless mutually agreed otherwise, DKB Audiovisual B.V. will charge these hours of this visit on to the Client.
6.1 The goods rented to the Client, which are supplied by DKB Audiovisual B.V., are in a good state of repair.
6.2 If the Client timely informs DKB Audiovisual B.V. that the rented or made available goods do not comply with the Agreement, DKB Audiovisual B.V. will carry out the necessary repairs as soon as possible or, if necessary, replace the goods with similar ones. A timely notification is understood to mean: as soon as possible, but in any case within such a period that DKB Audiovisual B.V. is able to carry out the aforementioned replacement or repair. Subsequent reports will not be processed.
6.3 If goods do not comply with the Agreement as a result of any action by the Client conflicting to the Agreement, the costs associated with the repair will be charged separately to the Client.
7 ACCEPTANCE AND ADVERTISING
7.1 Inspection of the delivered and/or rented goods must take place immediately after receipt. Any objections, defects and/or defects must be reported immediately to DKB Audiovisual B.V.
7.2 Complaints regarding defects must be submitted to DKB Audiovisual B.V. as soon as possible after discovery, or after the Client could have noticed them, so that DKB Audiovisual B.V. is able to investigate the correctness of the relevant complaints onsite.
7.3 Without the aforementioned notifications, the relevant goods are deemed to have been rented or sold without damage, defects and the Performance is deemed to have been delivered in accordance with the Agreement.
7.4 The rented and/or made available items are and remain the property of DKB Audiovisual B.V.
7.5 DKB Audiovisual B.V. has the right to request (double) identification when collecting rented and/or items made available. DKB Audiovisual B.V. has also the right to investigate the authenticity of the identification and the related person or company.
8 USE OF RENTED/PROVIDED GOODS
8.1 The Client must only use the items rented or made available to it, for the agreed destination and in accordance with the terms and conditions established by DKB Audiovisual B.V., and by DKB Audiovisual B.V. given operating instructions. The Client declares that it will ensure that the equipment is delivered to it in good condition. By entering into the rental agreement, the Client declares that it is familiar with the operation of the equipment and the Client acknowledges that the equipment rented by it, meets the purpose for which it rents the equipment.
8.2 If the Client does not have sufficient expertise, it must report this so that DKB Audiovisual B.V. can inform the Client. Damage and malfunctions caused by improper use, connecting-, programming-, or setting errors are entirely at the expense of the Client.
8.3 Subject to written permission from DKB Audiovisual B.V., the Client is prohibited to move rented or made available goods to a different Location than agreed. The rented or made available items may not be used or transported, without the written permission of DKB Audiovisual B.V., outside the Netherlands.
8.4 The Client is not permitted to sublet, allow use or make available the rented and/or made available items to third parties without written permission from DKB Audiovisual B.V.
8.5 DKB Audiovisual B.V. has the right at any time to convince itself that the Client fulfills its obligations, to which the Client grants DKB Audiovisual B.V., or grants a person designated by DKB Audiovisual B.V., free access at all times to the place where rented or made available items are located.
8.6 The Client is not permitted to make changes of any nature whatsoever to the rented or made available items and/or to paint and/or stick items (for example with stickers) to it, or to change the appearance in any other way, without prior written permission from DKB Audiovisual B.V.
9 RETURN OF GOODS RENTED OR MADE AVAILABLE, AND RESTORE TO ORIGINAL CONDITION
9.1 At the agreed time, the Client must make available, or deliver the rented or made available goods, identical as received in good technical and external condition, to DKB Audiovisual B.V. Any costs in case the rented property is not returned to DKB Audiovisual B.V. in its original condition, are for the Client. Moreover, if the goods are not returned to DKB Audiovisual B.V. at the agreed time, and no extension of the term has been agreed, DKB Audiovisual B.V. will immediately report this as theft.
9.2 If it has been agreed that goods rented or made available by DKB Audiovisual B.V. will be removed at a Location, the Client must ensure that the Location and access are made available.
9.3 The moment of return is the moment at which DKB Audiovisual B.V. has received all the rented or made available items properly and in full.
9.4 If DKB Audiovisual B.V. has given the Client explicit permission for making changes and/or painting or spraying or applying other external changes to the rented or made available items, all costs involved in returning these items to the original condition are for the account of the Client.
10.1 Unless agreed otherwise, the Client must pay the invoice in advance, i.e. before the time of delivery of the Performance.
10.2 If it has been agreed that payment can be made at a later time, the Client must pay the invoice within 14 days of the invoice date.
10.3 If the payment term is exceeded, the Client will be in default and, without any notice of default being required, will owe interest equal to the statutory interest plus 2 percent from the due date of the invoice.
10.4 If the Client is in default or in default in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court will be borne by the Client. Any judicial and execution costs incurred will also be recovered from the Client.
11 EXTRA WORK AND OVER WORK HOURS
11.1 When a “daily price” is mentioned in the quotation regarding labour costs of the crew/employee(s), this means a day of 10 hours on location. This excludes travel time, and includes time for breaks, e.g. coffee, lunch, dinner. When an event/production lasts longer than this amount of hours; DKB Audiovisual B.V. is entitled to charge additional working hours at a minimum of EUR 55 per hour. When a working day exceeds 12 hours; DKB is entitled to deploy other employees.
11.2 When during an event/production extra services are requested; or items are requested that were not on the quotation, these will be supplied by DKB Audiovisual B.V. and will be charged to the Client subsequently.
12 SUSPENSION / CANCELLATION
12.1 DKB Audiovisual B.V. is entitled to suspend the Performance of an Agreement as soon as it has a well-founded fear to assume that the Client will not (be able to) fully fulfill its obligations under this or other Agreements.
12.2 Cancellation by the Client must be made in writing and must be dated. The Client cannot derive any rights from a verbal cancellation. One can only speak of cancellation when it has been signed by the Client and is in the possession of DKB Audiovisual B.V. In the event of postponement or cancellation by the Client, the Client is bound to DKB Audiovisual B.V. to pay a fee based on the following percentage:
- a) In case of cancellation up to 4 weeks before the event/production date, 75% of the total amount will be charged.
- b) in case of cancellation within 4 weeks before the production date, 100% of the total amount will be charged.
Without prejudice to the right of DKB Audiovisual B.V. to claim the actual damage suffered if this is more. If the Client postpones the event, this will be seen as a cancellation unless in mutual agreement with DKB Audiovisual B.V. a new event/production date is set on which the event can take place and an agreement has been reached with regard to the cancellation fee.
13 FORCE MAJEURE
13.1 In the event of force majeure, DKB Audiovisual B.V. is entitled either to suspend the Performance of the Agreement or to dissolve the Agreement in whole or in part, without being obliged to pay any compensation to the other party.
13.2 Force majeure on the part of DKB Audiovisual B.V. is also considered as: strikes by, or illness of employees of DKB Audiovisual B.V. and the third parties engaged by it for the execution of the Performance; measures and/or prohibitions by the Dutch and/or foreign government; unforeseeable and unpredictable traffic obstructions; accident(s) involving a vehicle supplied by DKB Audiovisual B.V.; means of transport used by third parties engaged by DKB Audiovisual B.V.; unforeseen technical defects in these means of transport; the lack of the required permits and/or exemptions; (attributable) shortcomings by suppliers of DKB Audiovisual B.V.; theft of materials required for the delivery of the Performance; and all circumstances as a result of which DKB Audiovisual B.V. cannot or cannot perform on time or properly without DKB Audiovisual B.V. can be made any blame.
13.3 The absence of the required permits and/or exemptions from the Client.
13.4 An appeal to force majeure can also be made by DKB Audiovisual B.V. after DKB Audiovisual B.V. is in default with one or more obligations under the Agreement.
13.5 In the event of force majeure, DKB Audiovisual B.V. reserves the right to collect all the goods that have been made available to the Client, immediately.
14 LIABILITY, INSURANCE AND INDEMNIFICATION
14.1 In case of rental of goods supplied by DKB Audiovisual B.V. to the Client, the Client is liable, until the moment of return, for all damage resulting from damaging, loss or destruction of the rented and/or made available items, as well as for damage caused by and/or with these items.
14.2 The Client is liable for all damage suffered by DKB Audiovisual B.V., if the Client does not immediately deliver the goods properly after termination of the rental period. This damage amounts to at least 10% of the value of the relevant rented or made available items.
14.3 The Client undertakes – for the benefit of DKB Audiovisual B.V. – the rented and/or made available goods as well as all the Performance of DKB Audiovisual B.V. to fully insure the associated risks and to keep them insured against all insurable damage. On request, the Client will serve DKB Audiovisual B.V. provide a copy of the policy and policy conditions.
14.4 If upon return of the rented items it appears that parts thereof are damaged and/or the number is not in accordance with the number stated by DKB Audiovisual B.V. that has been made available to the Client, the Client is liable for this damage and/or the missing part. In that case, the client must compensate the damage and/or value of the missing part as determined by DKB Audiovisual B.V.
14.5 The Client is liable for all damage caused by damage, destruction or loss of property or for injury or death of persons, which arise directly or indirectly during and/or through the Performance of DKB Audiovisual B.V. at the location.
14.6 If the Client, on the basis of law, does not agree to these general terms and conditions or any Agreement with DKB Audiovisual B.V. is liable and DKB Audiovisual B.V. is addressed by a third party, the Client must inform DKB Audiovisual B.V. fully indemnify and compensate for the damage.
14.7 If DKB Audiovisual B.V. is liable for any damage, despite the provisions of the Agreement and these General Terms and Conditions, any liability of DKB Audiovisual B.V. is limited to the amount covered in the relevant case under the liability insurance of DKB Audiovisual B.V.. This limitation of liability does not apply insofar as the damage is the result of intent or gross negligence on the part of DKB Audiovisual B.V.
15 DEFAULT AND DISSOLUTION
15.1 If the Client does not, does not properly or does not timely comply with any obligation arising from the concluded Agreement with DKB Audiovisual B.V. or if the law arises, the Client is in default without notice of default and DKB Audiovisual B.V. IS entitled to suspend the Performance of the Agreement and/or to dissolve that Agreement and directly related Agreements in whole or in part without DKB Audiovisual B.V. is obliged to pay any compensation and without prejudice to DKB Audiovisual B.V. further rights.
15.2 In the event of (provisional) suspension of payment or bankruptcy of the Client, shutdown or liquidation of the Client’s company, or – if the Client is a natural person – placed under guardianship by the Client, all Agreements with the Client will be dissolved by operation of law, unless DKB Audiovisual B.V. notifies the Client within a reasonable period of time that it wishes fulfillment of (a part of) the relevant Agreement(s), in which case DKB Audiovisual B.V. is entitled to suspend the performance of the relevant Agreement(s) without any notice of default, until payment has been sufficiently secured, without prejudice to DKB Audiovisual B.V. further rights.
15.3 DKB Audiovisual B.V. has the right to terminate the Agreement if there is permanent force majeure on the part of the Client.
15.4 In each of the cases referred to in paragraphs 1, 2 and 3, all claims of DKB Audiovisual B.V. are immediately payable by the Client; and the Client is obliged to immediately return any rented or unpaid items; and DKB Audiovisual B.V. reserves the right to enter the Client’s sites and buildings in order to take possession of those items.
16 RETENTION OF TITLE
16.1 All delivered goods remain the property of DKB Audiovisual B.V. until all claims that DKB Audiovisual B.V. has on the Client (including any related (collection) costs and interest) have been paid in full.
16.2 The Client is not authorized to sell, deliver or otherwise alienate these goods before the aforementioned transfer of ownership, other than in accordance with its normal business and the normal purpose of the goods. Furthermore, the Client is not permitted to pledge these items or to grant third parties any other right thereto as long as the ownership of these items has not been transferred to the Client.
16.3 The client is obliged to treat the goods delivered under retention of title carefully and to preserve as recognizable property of DKB Audiovisual B.V.
16.4 DKB Audiovisual B.V. is entitled to take back the goods that have been delivered under retention of title and are still present at the Client if the Client does not ensure timely payment of the invoices; is or threatens to have payment difficulties, or does not deliver the goods at the agreed time. The Client must inform DKB Audiovisual B.V. to grant free access at all times to its goods for inspection and/or to exercise the rights of DKB Audiovisual B.V.
17 CHOICE OF LAW AND COMPETENT COURT
17.1 Dutch law applies to the agreement and these General Terms and Conditions.
17.2 All disputes arising from the Agreement or these General Terms and Conditions will, insofar as not otherwise prescribed by law, be subject to the judgment of the competent court in ‘s-Hertogenbosch, on the understanding that DKB Audiovisual B.V. has the right, whether or not simultaneously, to bring claims against the Client before other courts, which are authorized to take cognizance of such claims.
18 PROCESSING OF PERSONAL DATA
18.1 If the contractor processes personal data for the benefit of the Client during the Performance of the Agreement, the following conditions will apply in addition to the General Terms and Conditions of Sale.
18.2 The terms used in these terms and conditions have the meaning that the General Data Protection Regulation (hereinafter: “GDPR”) has assigned to them or that the case law has given them.
18.3 When processing personal data, the Client can be regarded as the controller, or if the Client processes the personal data on behalf of a third party, as a processor. The Contractor (depending on the capacity in which the Client processes the personal data) fulfills the role of processor or sub-processor.
19 PROCESSING OF PERSONAL DATA
19.1 The Contractor will only allow the processing of personal data to take place in the context of the performance of the Agreement, plus those purposes that are reasonably related thereto or that are determined with the consent of the person concerned.
19.2 Under the Agreement, the Contractor will process all personal data of all categories of data subjects that are stored during the performance of the Agreement, or that are otherwise provided to the Contractor for processing. If special personal data are processed, the Client must report this to the Contractor in advance and the parties will jointly assess whether additional measures must be taken in this context.
19.3 The Contractor has no control over the purpose and means of processing personal data. The Contractor does not make independent decisions about the receipt and use of the personal data, the provision to third parties and the duration of the storage.
19.4 The Client guarantees that, insofar as required by the GDPR, it will keep a data processing register. The Client indemnifies the Contractor against all claims and demands related to the non-compliance or incorrect compliance with this obligation to register.
20 SUBJECT REQUESTS
20.1 If a data subject sends a request about his personal data directly to the Contractor, the Contractor will forward the request to the Client within a reasonable period of time. The Contractor may inform the person concerned of this.
20.2 The Contractor will answer the data subject directly if the Contractor is legally obliged to do so or the Contractor has an independent responsibility in this respect on the basis of the GDPR.
20.3 The Contractor is entitled to charge the Client for the costs of answering requests from those involved.