General terms and conditions European Booth (part of Xhbt B.V.) established in Almelo.
1.1 User terms and conditions: European booth (part of XHBT BV)
1.2 European booth is understood to mean: European booth (part of XHBT BV (Chamber of Commerce no. 34231997)), established in Almelo Netherlands, as well as its affiliated companies. Trade names in use include XHBT B.V. and European booth. European booth will be indicated as EB.
1.2 Client: any (legal) person who has commissioned EB to perform work and, in addition to this, its representative(s), authorized representative(s) and assignee(s).
1.3 Activities: all activities for which an order has been given or which are performed by EB for other reasons, all this in the broadest sense of the word and in any case including the activities as stated in the quotation or all activities that can be useful to the order given. to be. These activities include, but are not limited to, the fabrication, delivery, transport, placement and removal of stands, furniture, signing, presentation materials, borrowing and/or rental of equipment, all this in the broadest sense of the word, for both companies, individuals and institutions.
1.4 Assignments: assignments can be given verbally or in writing.
1.5 Documents: all goods made available to EB by the client and/or all goods manufactured by EB in the context of the execution of the order, including documents and data carriers.
2.1 With the deposit of these General Terms and Conditions at the Chamber of Commerce in Enschede, all previous terms and conditions of EB (part of XHBT B.V.) have expired.
2.2 These general terms and conditions apply to all agreements concluded, in writing and orally, between EB and the client. The present terms and conditions also apply to all agreements of EB, for the execution of which third parties must be involved. All assignments will only be carried out under the following conditions, unless expressly agreed otherwise and this matter has been confirmed in writing or verbally by EB.
2.3 Agreements with EB personnel are not binding on EB, unless confirmed by EB in writing.
2.4 The client acknowledges the applicability of these General Terms and Conditions by the mere fact of giving an order to EB, of whatever nature, unless these terms and conditions have been expressly rejected by the client in writing. A mere reference by the client to its own conditions or a standard clause on the letterhead or in the client’s own conditions with the content of the exclusive effect of these own conditions is not sufficient for this.
2.5 If deviating stipulations have been agreed with regard to certain subjects regulated by these terms and conditions, the remainder of the present General Terms and Conditions will remain in force on that agreement. Agreed deviations never apply to more than one assignment, unless confirmed in writing each time.
2.6 Client is understood to mean anyone who wishes to provide or grant an order to EB to provide services or otherwise, who wishes to purchase or purchase goods from it, who wishes to rent or rent goods from it, or who has any other agreement with wishes to close or close her.
3.1 Unless expressly agreed otherwise, all offers are without obligation. EB is only bound after it has confirmed the order in writing or orally.
3.2 In the case of composite quotations, there is no obligation to deliver a part against a corresponding part of the price stated for the whole.
3.3 If an application is quoted on the basis of subsequent calculation, the quoted prices serve only as a guideline price, the hours actually worked by EB, as well as the costs actually incurred by EB will be passed on.
3.4 If an order is not received, EB reserves the right to charge the design or the drawing, design and calculation costs or part thereof.
3.5 All prices quoted by EB are exclusive of VAT, unless explicitly stated otherwise in the quotation.
3.6 Changes in quoted prices are expressly reserved without prior notice. For example, EB will be entitled to pass on to the client any increase in wages, employers’ social security contributions, as well as increases in other rates, which increase costs for EB.
3.7 If the execution of an order for which a quotation has been requested is not entrusted to EB, the client is obliged to return the quotation, complete with all accompanying documents, to EB within eight days free of charge, failing which EB has the right to costs in full.
3.8 If the price in a quotation for a stand is based on placement for several times, EB Standbouw will be entitled to pass on 25% per project if the client does not comply with this agreement within the agreed period.
4.1 An assignment is binding on the client. EB is only bound to an assignment by written or oral commitment of the assignment. If the client has not made his objections known to EB within eight days after a written or oral promise of the oral or written assignment, the written or oral assignment is deemed to represent the agreement correctly and completely.
4.2 The changes in the execution thereof still required by the client after an order has been issued, must be notified to EB in a timely manner and in writing. If they are stated verbally or by telephone, the risk of the implementation of the change will be borne by the client, unless these changes have been confirmed in writing by EB.
4.3 The client will ensure that EB can dispose of:
– about all relevant information regarding the exhibition location
– set-up and break-down times
– necessary files already formatted for signing
– color numbers for the colors to be used
4.4 If the client cancels the assignment in whole or in part, he is bound to reimburse EB for all costs incurred with a view to the execution of this assignment.
4.5 Changes to the original order, of whatever nature, made in writing or verbally by or on behalf of the client, which cause higher costs than could be counted on in the quotation and/or order confirmation, will be charged extra to the client.
4.6 Changes and/or cancellations of orders given are only binding on EB after written acceptance.
4.7 Written orders from the client must be accompanied by a clear description of the work to be performed.
4.8 EB reserves the right to perform more activities than stated in the written order or in the order confirmation and to charge them to the client, if these activities are in the interest of the client and/or for the proper execution of the assignment. . The Client will be informed as soon as possible of the execution of these additional activities.
4.9 All orders other than those given for an indefinite period of time end with their completion or at the time determined by the parties.
4.10 When terminating an assignment for an indefinite period, each of the parties must observe a notice period of at least three months by means of a registered letter.
4.11 If and insofar as required for proper performance of the agreement, EB has the right to have certain activities performed by third parties.
5.1 In the case of supply of data by the client, EB is not liable for the incompleteness of the supplied data, except in the case of fault or intent on the part of EB to be proved by the client.
5.2 Each partial delivery, which also includes the delivery of parts of a composite order, can be invoiced, in which case that partial delivery will be regarded as a stand-alone transaction: in such a case payment must be made in accordance with the provisions of Article 10.
5.3 Delay or delay is not for the account of EB, unless caused by its fault, without prejudice to the provisions of Article 5.1.
5.4 Execution of an assignment takes place within the usual, scheduled time. If an order has to be expedited, overtime and/or other additional costs may be charged. The client gives EB some leeway with regard to the execution period. The term only applies as irrevocable and final if the client has informed EB in writing of the consequences of a delay when placing the order and this matter has been confirmed in writing by EB.
5.5 If the client does not strictly comply with any obligation arising from an agreement with EB or if it should become apparent during the execution of an assignment or after it has ended that the client has provided or has withheld incorrect information, EB is entitled to fulfill all obligations towards the client and even to consider all agreements with the client as dissolved in whole or in part, without a notice of default and/or judicial intervention being required, while retaining its right to compensation. What is owed by the client to EB becomes immediately due and payable.
5.6 EB is entitled, without notification to or consultation with the client, to outsource the assignment or parts thereof to third parties, or have them performed by third parties, if in EB’s opinion this promotes a good or efficient execution of the assignment.
5.7 EB undertakes to carry out the work assigned to it to the best of its knowledge and ability, but it does not accept any liability for failure to achieve the objective intended by the client.
5.8 If during the execution of an order accepted by EB it appears that due to circumstances unknown to EB or due to force majeure the order cannot be executed, EB has the right to demand that the order be amended in such a way that its execution becomes possible. . The costs incurred more or less as a result of such a change will be settled between the parties, while the client is obliged to reimburse the work already performed by EB, but ultimately proved to be useless.
5.9 If the client is in charge of materials or tools from EB, necessary for the execution of the assignment, the client is responsible for these materials and tools. In the event of loss or damage, EB has the right to charge this to the client.
5.10 A project is deemed to have been completed if, in the opinion of EB, this has been carried out in accordance with the assignment and/or the project delivered by EB has been put into use by the client.
6.1 If the progress in the execution of the work is delayed due to the fault of the client or due to force majeure on his part, the client is obliged to pay EB proportionally for the part of the order already paid, as well as costs already incurred for the entire order. to meet EB.
6.2 The terms agreed with EB can never be regarded as strict deadlines by the client, unless the contrary has been expressly agreed in writing.
6.3 Disruptions in the company as a result of force majeure (force majeure includes: illness and/or incapacity for work, war, mobilization, riots, floods, weather influences, e.g. storm and frost, terrorist attacks, closed shipping and other obstructions in transport , stagnation in, or limitation or cessation of supplies by public utilities, fire, machine breakdown and other accidents, strikes, lockouts, action by employee organizations making production impossible, government measures, non-delivery of necessary materials and semi-finished products to EB by third parties and other unforeseen circumstances, also in the country of origin of the materials and/or semi-finished products, which disrupt normal business operations and delay or reasonably make the execution of an order impossible) discharge EB from the agreed term or from the obligation to perform, without that the client on that account any right or compensation for costs, damages or interest.
6.4 In the event of force majeure, EB will immediately notify the client. After receipt of the notification, the Client has the right to cancel the assignment in writing for a period of eight days, but with the obligation to reimburse EB for the part of the assignment already performed.
7.1 Complaints are only possible in writing and within eight days after execution of the assignment. EB is not liable for printing-writing and/or counting errors and/or ambiguities in offers, order confirmations and/or prospectuses, nor for the consequences thereof. In the event of a difference of interpretation of quotations, order confirmations or prospectuses, the explanation of EB is binding.
7.2 Defects in a part of the delivered performance do not entitle to reject the entire delivered performance.
7.3 EB accepts no responsibility whatsoever for defects caused by or arising in the delivered goods through fault or actions of the client or third parties, or due to external causes (see 6.3).
7.4 EB does not have more obligations than arising from this chapter, in particular EB will in no case be liable for direct or indirect trading loss or other consequential loss, which may arise due to incorrect or late execution of the assignment.
7.5 A complaint with regard to certain activities or deliveries does not suspend the payment obligation of the client with regard to those or other activities/deliveries.
7.6 Defects in a small quantity of delivered goods do not entitle the entire batch to be rejected. A small amount is considered to be a maximum of 5% of the total amount.
7.8 The Client will never be able to claim dissolution of an agreement on the basis of complaints or defects.
7.9 Guarantees apply expressly insofar as agreed in writing
8.1 EB bears no liability whatsoever for any damage, however named and caused by whatever cause, other than as a result of intent or gross negligence to be proven by the client and then only up to a maximum of the amount of the work already performed by EB.
8.2 EB does not accept any liability or costs for damage to materials and resources of the client that are present on the exhibition site during construction, exhibition days and dismantling.
8.3 EB can never be held liable if work, as desired by the client, is deemed impossible after notification by EB.
8.4 The Client is obliged to indemnify and hold harmless EB against all claims for compensation that third parties institute against EB with regard to damage caused by or with the services provided by EB.
8.5 If a client acts for the account of two or more natural or legal persons for the execution, these persons are each jointly and severally liable for the fulfillment of the obligations arising from the agreement.
8.6 EB reserves the right to also communicate with the client and third parties by using means of communication such as the Internet, E-mail and GSM; EB cannot guarantee any infringement thereof by third parties. EB is not liable for any damage suffered or to be suffered by the client as a result of such a breach of communication.
8.7 Advice is provided by EB to the best of its knowledge and in good faith, but it does not accept any liability for loss or damage, directly or indirectly resulting from the content of the advice it has given.
8.8 Nor does EB accept any liability for errors or omissions as a result of the client supplying incorrect data, or as a result of the non-processing of data that have not been expressly communicated or handed over to EB.
8.9 Under no circumstances will EB be responsible for direct or indirect damage, arising other than as a result of intent or gross negligence, to be proven by the client.
8.10 EB is not liable for consequential damage, such as damage consisting of loss of profit or reduced revenue of the client or client of the client.
9.1 Notwithstanding the actual delivery, the ownership of the goods to be delivered will only pass to the client if the latter has fulfilled all the following obligations under all agreements concluded with EB:
– The consideration(s) with regard to the delivered goods themselves;
– The consideration(s) with regard to services performed or to be performed by EB under the agreement(s);
– Any claims due to non-compliance by the client with (an) agreement(s).
9.2 With regard to the goods referred to under 1 of this chapter, EB also retains as much as possible the (co-)ownership right as security for all its outstanding claims against the client, if the goods have been processed or otherwise by any act of the client in the absence of this payment would be withdrawn from EB’s property.
9.3 Until further notice, the client is authorized to sell and deliver the delivered goods to third parties in the context of its normal business operations, on the understanding that it will assign to EB the claims obtained from these sales against its customers at EB’s first request. The Client now grants EB irrevocable power of attorney to proceed to collect the realized claim(s).
9.4 The client may not establish any liens of any kind on the goods, nor may the client use the goods as security for a claim by a third party.
9.5 EB is at all times entitled to remove the delivered goods from the client or its holders, or have them removed, if the client fails to fulfill its obligations towards EB. The Client must cooperate in this, on pain of a fine of € 750.00 for each day that it remains in default.
9.6 EB is permitted to take photos of the assignments, whether or not provided by third parties, and to use these photos for promotional purposes.
9.7 EB retains the copyright of the designs, sketches and calculations designed or realized by it, even if the client gives an order for them.
9.8 The client undertakes to use the delivered designs, documentation, drawings, sketches and calculations only for its own use and not to make them available to third parties, in any way whatsoever, either against payment or free of charge, or in any other way. act or fail to act in any other way, so that third parties can dispose of it.
9.9 Designs, models, drawings, working methods, advice, etc. originating from EB or shown on the website of EB or XHBT become and remain the express and exclusive property of EB, a and other irrespective of the share in the creation of the designs, drawings, working methods, advice, etc., of the client itself or of a third party engaged. The exercise of these rights, including disclosures or transfers of data, is expressly and exclusively reserved to EB, both during and after the execution of the assignment.
9.10 All rights of an industrial or intellectual nature, such as copyright and copyright, with regard to designs, drawings, working methods, advice, etc. originating from EB or used by EB, are and remain expressly and the exclusive inalienable property of EB, regardless of the share in the creation of the designs, drawings, working methods, advice, etc., of the client itself or of a third party engaged. The exercise of these rights, including disclosures or transfer of data, is expressly and exclusively reserved to EB, both during and after the execution of the assignment.
10.1 If the execution of an order extends over a period longer than one month or if the amount involved in the order is eligible in the opinion of EB, it can demand payment or advance payment or payment in instalments. Regardless of the agreed payment condition, EB is entitled to demand sufficient security for payment in advance or to demand this during the execution of an order.
10.2 All payments must be made within fourteen days of the invoice date, net without any deduction, unless otherwise agreed.
10.3 If credit is granted for longer than fourteen days after the invoice date or if it is taken incorrectly, the client will owe interest on the invoice amount of 5% per month or part of a month. If and insofar as the statutory interest owed is higher or lower than the aforementioned percentage, the statutory interest will be charged.
10.4 All costs, both judicial and extrajudicial, which EB must incur to enforce its rights, are for the account of the client. These costs amount to at least 15% of the amount involved with a minimum of € 125.00.
10.5 If the client has the assignment carried out by EB as a subcontractor, the client will assign (transfer) to EB its claim(s) against third parties obtained from this transaction at EB’s first request. The Client now grants EB irrevocable power of attorney to proceed with the collection of the claim(s) concerned.
10.6 Irrespective of what has been determined with regard to the payment term in paragraph 2 of this article, EB has the right to demand cash payment, or to demand that the client provides security for the payment, or a part of the agreed price to be determined by EB. ahead meets.
10.7 A complaint with regard to certain activities does not suspend the payment obligation of the client with regard to those activities or other activities.
10.8 Installment payment: the installment invoice is drawn up on the basis of an oral or written agreement. If installments have been agreed between the parties, these must be paid each time and no later than fourteen days on which EB has sent or forwarded the relevant installment invoice to the client in accordance with the agreement. If the client remains in default with the installment payment, EB is entitled to suspend the work in question until the time when the payment installment owed has been met, provided it has given the client written notice of default and seven days have elapsed after the date of the notice of default. The provisions of the previous sentence do not affect EB’s right to compensation for costs and damages, in accordance with points 10.3 and 10.4 of these General Terms and Conditions.
11.1 EB will remunerate its personnel in accordance with the applicable contractual provisions. He will make all deductions and payments for wage tax, social security contributions, A.O.W. etc. EB indemnifies the client against all claims in this regard.
11.2 EB can always be held liable for the quality of the facilities, resources or materials supplied, such as; water, electricity, gas, guy wires or any other by exhibition organizations or third parties, not even when these have been supplied on behalf of or have been arranged by EB.
11.3 Transport of the equipment/materials takes place at the risk of the client/lessor insofar as it is provided by EB. In all other cases at the risk of the client. The risk of these materials is transferred to the client at the time when these materials are delivered to the client’s business premises, or the location indicated by the client.
SUBJECT MATTER OF THE AGREEMENT.
12.1 EB undertakes vis-à-vis the tenant in the individual tenancy agreement, of which these terms and conditions form part, to hand over the further specified object, hereinafter referred to as the rented object, to the tenant in the same way as the tenant undertakes to accept the rented object for rent. EB ensures that the leased property complies with any applicable legal provisions.
12.2 The rent is calculated per project or otherwise as indicated in writing.
12.3 The landlord reserves the right to unilaterally change the agreed rental price. The lessor will inform the lessee of this in writing. If the tenant does not agree with the change, the tenant must make this known within 48 hours of receipt of the notification about the rent change. If a timely notification is not made on the part of the tenant, he is deemed to agree to the rent change.
12.4 Furthermore, all duties or taxes that may be levied in respect of or in connection with the rental agreement are for the account of the tenant, including but not limited to precario duties and administrative costs.
12.5 In addition to the rental price, the following are also at the expense of the tenant: the costs of toll, transport and installation of the rented object, including the costs of any necessary cranes, forklifts and other equipment required for the intended transport or installation. Insofar as applicable, with regard to the costs referred to in this paragraph, the provisions referred to in 12.20 to 12.23 of these terms and conditions apply.
DURATION OF THE RENTAL AGREEMENT.
12.6 The lease commences on the day on which the equipment leaves the lessor’s premises and ends on the day of return to the lessor’s premises.
12.7 The minimum rental period is one day.
12.8 The rental period also includes holidays, whether or not branch-related, etc., during which period the tenant owes the agreed rental price, unless expressly agreed otherwise in writing.
12.9 Delays that arise during loading, unloading and transport through no fault of the lessor as well as the repair time for repairs that are the result of negligence on the part of the lessee are also included in the rental period. Costs arising from this are for the client.
12.10 The tenant is obliged to provide the landlord with the necessary delivery and removal instructions in good time. The lessee must provide sufficient unloading facilities at the delivery address. In general, the lessee will do everything possible to ensure that the equipment can be received immediately after arrival. If the tenant does not fulfill his obligations as referred to in this paragraph in a timely and proper manner and as a result a delay occurs, this is considered a delay within the meaning of Article 12.9.
12.11 The hirer has the right to inspect or have the equipment inspected before transport. If the lessee does not make use of this right, he is deemed to have received the equipment in a good state of repair and ready for use.
12.12 Transport of the equipment/materials takes place at the risk of the client/lessor insofar as it is provided by the EB. In all other cases at the risk of the tenant. The risk of these materials is transferred to the lessee at the moment when these materials are delivered to the lessee’s business premises, or the location indicated by the lessee.
12.13 The tenant is obliged to keep and maintain the rented property in good condition during the rental period.
12.14 The tenant is not allowed to make changes to or to the rented object other than with the prior written permission of the landlord. The costs of the change or adjustment of the rented property made after the stated permission are for the account of the tenant. The tenant cannot make any claim to compensation for the costs referred to or any increase in the value of the rented property as a result of the change and/or adjustment. At the end of the tenancy agreement, the landlord decides whether he wishes to remove the changes and/or adjustments made by the tenant, or whether he does not appreciate the removal. In the first case, the tenant must return the leased property to the condition it was in when the lease commenced. The associated costs are for the account of the tenant.
12.15 Defects to the equipment as well as damage or loss must be reported immediately in writing to the lessor, stating all details. All costs arising from this are for the account of the tenant.
12.16 Damage repair may only be performed by EB. All costs arising from this are for the account of the tenant.
12.17 EB is authorized to check the condition of the leased property and the way in which it is used during the rental period. The lessee must ensure that the lessor or his authorized representative is granted access to the leased property.
12.18 The tenant is obliged to return the rented item clean, free of stickers and in good condition (including the supplied keys) at the end of the rental period.
12.19 The tenant has the right to be present at the time of return and the subsequent inspection. Any costs, including loss, cleaning and repair, which are necessary to return the rented property to the condition as it was received by the tenant, will be borne by the tenant.
12.20 Transport, insofar as applicable, of the leased property takes place by or on behalf of the lessor, unless expressly agreed otherwise in writing.
12.21 Transport costs are entirely at the expense of the tenant. Rates are based on the travel time including loading and unloading of the car, toll/Maud and transport hours that the equipment delivers.
12.22 Any delay due to fault of the tenant (waiting time, etc.) is at the expense of the tenant. These will be passed on as additional transport costs, unless otherwise agreed.
12.23 Transport costs are always agreed in advance, any crane costs are always at the expense of the tenant unless otherwise agreed.
OWNERSHIP OF THE RENTED.
12.25 The rented property remains the property of the lessor at all times. The tenant is not permitted to grant third parties any right to the rented property. The lessee is therefore also not permitted to re-let the leased property, to sublet it, or to hand it over to third parties for use in return for payment.
12.26 In the event of attachment of the leased property, including fiscal attachment or if there is a well-founded fear that this will occur, the lessee must report this to the lessor without delay. Furthermore, the lessee must immediately inform the attaching party that the leased property is the property of the lessor.
12.27 The lessee is prohibited from using the leased property other than as a holder for the lessor and he must at all times prevent third parties from creating the expectation or impression that he is authorized to make further disposal of the leased property.
12.28 The lease will be dissolved with immediate effect, or considered terminated without any notice of default and/or summons being required due to the mere fact that the tenant is declared bankrupt, is granted a suspension of payments, under guardianship or administration is placed, offers his/her debtors an extrajudicial composition, ground attachment is made on behalf of the tax collector, or otherwise loses control of his/her assets.
13.1 A dispute exists as soon as a party declares that such is the case.
13.2 All agreements and transactions between EB and the client are exclusively governed by Dutch law.
13.3 All disputes, by whatever name, will be subject to the judgment of the Dutch competent court, to the exclusion of all other arbitrating, advisory and judicial bodies.
14.1 In all cases not provided for in these General Terms and Conditions, the decision rests exclusively with European Booth.