VERGADERRUIMTE OPLOSSINGEN
DKB Audiovisual B.V. | General Terms and Conditions
1 DEFINITIONS AND APPLICABILITY
In these General Terms and Conditions the following definitions apply:
Client: Any third party with whom DKB Audiovisual B.V. enters into an agreement, or to whom DKB Audiovisual B.V. makes an offer.
Agreement: Any Agreement between DKB Audiovisual B.V. and the Client, any change or addition thereto, as well as all (legal) actions in preparation and implementation of that Agreement.
Performance: all (legal) actions, including the delivery of goods and/or services or part thereof, which DKB Audiovisual B.V. performed under the Agreement.
Location: the place(s) where DKB Audiovisual B.V. must perform the Performance.
1.1 These General Terms and Conditions form part of all Agreements and apply to all (other) actions 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 they are agreed in writing and relate exclusively to the Agreement in question.
2 FORMATION OF AGREEMENTS
2.1 All offers and quotations from DKB Audiovisual B.V. are valid for 14 days, unless otherwise stated. This means that a quotation will expire 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. the right to revoke the offer within two working days after receipt of 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 may occur without DKB Audiovisual B.V. is in default. When goods are sold, the delivery date is only an indication because DKB Audiovisual B.V. depends on the delivery by its suppliers.
3.2 If the Client owes DKB Audiovisual B.V. still has some payment obligations, in particular if invoices from DKB Audiovisual B.V. are still open in whole or in part by the Client, DKB Audiovisual B.V. entitled to suspend the delivery obligation until the Client has fulfilled all his obligations. This provision does not apply if it has been agreed that payment will take place at the time of delivery or afterwards.
3.3 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 through (items from) 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 LOCATION
5.1 The Client must ensure that DKB Audiovisual B.V. can reach the location without obstacles with the necessary means of transport on a sound, paved and sufficiently wide road.
5.2 The Client must ensure, at its expense, that there are sufficient, free and secure parking spaces for the aforementioned means of transport. If “free” is not possible, the parking costs will be charged to the Client. The Client must also, at the first request of DKB Audiovisual B.V. to ensure sufficient suitable space that can be properly closed for the storage of materials and tools from DKB Audiovisual B.V. and/or the third parties engaged by him required in connection with the Performance.
5.3 The Client must ensure that DKB Audiovisual B.V. when delivering the Performance will not be hindered by third parties, such as the public. The Client must ensure sufficient assistance and security in a timely manner, at its own expense and risk.
5.4 The (design of the) Location must at least comply with:
That the location is on the lower ground floor, and that the Performance takes place on the ground floor, or that the location has a lift. As soon as only a staircase is available, this must be clearly stated in advance. If additional work arises due to the accessibility of the location, the additional work costs will be borne by the Client. If accessibility has consequences for the planned hours, DKB Audiovisual B.V. cannot be held responsible for late delivery of the Performance. If the planned number of hours is exceeded due to additional work due to failure to report accessibility, these hours will be charged to the Client afterwards.
If power is used, this must always be a 5-pole connection (3x phase, neutral and earth). If this deviates and results in damage/additional work, these costs will be borne by the Client.
The Client will ensure that the Location where/in DKB Audiovisual B.V. is prepared in a timely manner. will deliver the Performance.
The Client provides on location at the request of DKB Audiovisual B.V. a dedicated wired internet line of at least 50 MB/s (up & down) for DKB Audiovisual B.V., for the (online) event / production.
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 that DKB Audiovisual B.V. can deliver the Performance without DKB Audiovisual B.V. must take special measures, have to provide additional work or damage may be caused to items 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. immediately report this to the Client and DKB Audiovisual B.V. entitled to charge the additional costs to the Client or to offset them against the deposit paid (if any).
5.6 The Client must ensure that DKB Audiovisual B.V. can start dismantling the rented or made available items immediately after the agreed show time. Possible additional number of hours due to delay or waiting time will be charged to the Client.
5.7 All items and goods made available at the Location by the Client or at the Client’s request by third parties, such as electricity, electrical installation, sound system and other materials and auxiliary equipment, will be used by DKB Audiovisual B.V. used on behalf of the Client.
5.8 The Client must provide sufficient free refreshments (coffee, tea, soft drinks, water) at the Location for DKB Audiovisual B.V. staff. DKB Audiovisual assumes that the Client will provide lunch and/or dinner (if this falls during working hours). DKB Audiovisual indicates how many people there will be. If the client cannot take care of this, DKB Audiovisual is entitled to charge €15.00 p.p. for lunch and €25.00 p.p. (excl. VAT) for dinner.
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 otherwise mutually agreed, DKB Audiovisual B.V. will charge these hours and traveling costs to the Client.
5.10 If the Client makes last minute changes (on Location), any additional costs (out of scope) will be charged to the Client.
6 WARRANTY
6.1 The information provided by DKB Audiovisual B.V. Items rented or made available to the Client are in a good state of maintenance.
6.2 Inspection and control of the delivered and/or rented items must take place immediately upon receipt. Any objections, defects and/or defects must be reported to DKB Audiovisual B.V. immediately. to be reported.
6.3 Complaints regarding defects and/or defects must be submitted to DKB Audiovisual B.V. as soon as possible after discovery, or after the Client could have discovered them. to be reported, so that DKB Audiovisual B.V. is able to investigate the correctness of the complaints in question on site.
If the Client informs DKB Audiovisual B.V. reports in a timely manner that the rented or made available items do not comply with the Agreement, DKB Audiovisual B.V. carry out the necessary repairs as quickly as possible or, if necessary, replace the items 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 capable of carrying out the aforementioned replacement or repair. Subsequent reports will not be processed.
6.3 If items do not comply with the Agreement as a result of any action by the Client contrary to the Agreement, the costs related to the repair will be charged separately to the Client.
7 ACCEPTANCE
7.1 Without the aforementioned notifications, the goods in question are deemed to have been rented or sold without damage, defects or defects and the Performance is deemed to have been delivered in accordance with the Agreement.
7.2 The rented and/or made available items are and remain the property of DKB Audiovisual B.V.
7.3 DKB Audiovisual B.V. has the right to request (double) identification when collecting rented and/or made available items. DKB Audiovisual B.V. also has the right to investigate the authenticity of the identification and the related person or company.
8 USE OF RENTED/PROVIDED ITEMS
8.1 The Client must only use items rented or made available to him for the agreed purpose and in accordance with the instructions given by DKB Audiovisual B.V. operating instructions provided and by DKB Audiovisual B.V. instructions given. The Client declares that it ensures that the equipment is delivered to it in good condition. By entering into the rental agreement, the Client declares that he is familiar with the operation of the equipment and the Client acknowledges that the equipment he rents meets the purpose for which he rents the equipment.
8.2 If the Client does not have sufficient expertise, he must report this so that DKB Audiovisual B.V. can inform parties involved. Damage and malfunctions caused by improper use, connection, programming or setting errors are entirely at the expense of the Client.
8.3 The Client is not allowed to do so without written permission from DKB Audiovisual B.V. prohibited from moving rented or made available items to a location other than the agreed location. The rented or made available items may be used without written permission from DKB Audiovisual B.V. cannot be used or transported outside the Netherlands.
8.4 The Client is not permitted to sublet, 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 end the Client DKB Audiovisual B.V. or grants a person designated by him free access at all times to the location where rented or made available items are located.
8.6 The Client is not permitted to make changes of any kind to the rented or made available items and/or to paint and/or cover items (with stickers, for example) or otherwise change their appearance without prior notice. written permission from DKB Audiovisual B.V.
9 RETURN OF ITEMS 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 items rented or made available by DKB Audiovisual B.V. will be removed from a Location, the Client must ensure that the access to the Location is made available.
9.3 The moment of return is the moment at which DKB Audiovisual B.V. has received all rented or made available items properly and completely.
9.4 If DKB Audiovisual B.V. The Client has given express permission for making changes and/or painting or spraying or making 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 PAYMENTS
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 is in default and, without any notice of default being required, interest is due from the due date of the invoice equal to the statutory interest plus 2 percent.
10.4 If the Client is in default or in default in the (timely) fulfillment of his obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Client. Any legal and enforcement costs incurred will also be recovered from the Client.
11 ADDITIONAL WORK AND ADDITIONAL WORKING HOURS
11.1 When the quotation refers to a “daily fee”, it means a day of 10 hours on location. This excludes travel time, but includes time for breaks, e.g. coffee, lunch, dinner. When an event / production takes longer than this number of hours; DKB Audiovisual B.V. is entitled to charge for additional working hours of at least €55.00 excl. VAT per hour. When a working day exceeds 12 hours; DKB Audiovisual B.V. is entitled to deploy other employees.
11.2When 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.
- c) any externally hired materials and crew will always be charged 100%.
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 the event of rental of goods by DKB Audiovisual B.V. to the Client, the Client is liable, until the moment of return, for all damage resulting from damage, loss or destruction of 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 caused by DKB Audiovisual B.V. suffers if the Client does not immediately deliver the goods properly after termination of the rental period. This damage amounts to at least 100% of the value and/or costs incurred of the relevant rented or made available items.
14.3 The Client undertakes – on behalf of DKB Audiovisual B.V. – the rented and/or made available items as well as all related to the Performance of DKB Audiovisual B.V. to fully insure associated risks and to keep them insured against all insurable damage. Upon request, Client DKB Audiovisual B.V. to provide a copy of the policy and policy conditions.
14.4 If upon return of the rented items it appears that parts or parts thereof are damaged and/or the number does not correspond to the number supplied by DKB Audiovisual B.V. has been made available to the Client, the Client is liable for this damage and/or the missing part. The Client must then pay for the damage and/or value of the missing part as determined by DKB Audiovisual B.V. charged to DKB Audiovisual B.V. to be paid no later than 14 days after the invoice date.
14.5 The Client is liable for all damage caused by damage, destruction or loss of property or for injury or death to persons, which arise directly or indirectly during and/or by the Performance of DKB Audiovisual B.V. at the location.
14.6 If the Client, by law, 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 the damage.
14.7 If DKB Audiovisual B.V. Despite the provisions of the Agreement and these General Terms and Conditions that form part thereof, DKB Audiovisual B.V. is liable for any damage. limited to the amount covered by the liability insurance of DKB Audiovisual B.V. in the relevant case. is paid out. This limitation of liability does not apply to the extent that 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 JURISDICTION
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 (read: DKB Audiovisual B.V.) processes personal data for the Client in the performance of the Agreement, the following conditions apply in addition to the General Terms and Conditions of Sale.
18.2 The terms used in these terms and conditions have the meaning assigned to them by the General Data Protection Regulation (hereinafter: “GDPR”) or by case law.
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 fulfills the role of processor or sub-processor (depending on the capacity in which the Client processes the personal data).
18.4 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.
18.5 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.
18.6 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.
18.7 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.
19 REQUESTS FROM THOSE INVOLVED
19.1 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.
19.2 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.
19.3 The Contractor is entitled to charge the Client for the costs of answering requests from those involved.