Rental Agreement Terms and Conditions Showlight B.V.
Article 1 APPLICABILITY
In the following, Showlight B.V. shall mean all business(es) run by Showlight B.V. with office in Beuningen or at least with office at these locations as apparent from registration of Showlight B.V. in the Commercial Register.
„Other party“ or „Renter“ is defined as the following, any natural or legal person who entered an agreement with Showlight B.V. or is in negotiations on the establishment of an agreement with Showlight B.V., including any offers made by Showlight B.V.
These Terms and Conditions are applicable to any and all legal relationships between Showlight B.V. and other parties or renters and they are implicitly part of the agreement between them.
Deviations from these Terms and Conditions are only effective if such deviation has been confirmed in writing by the management of Showlight B.V.
In these Terms and Conditions, “Goods” is defined as hardware and software as well as everything that could reasonable be part of the agreement in observance of the business operations of Showlight B.V.
In case the other party applies and references other Terms and Conditions, there will be explicit objections against the applicability of said Terms and Conditions. Any Terms and Conditions that are in conflict with these Terms and Conditions will not be accepted by Showlight B.V.
Article 2 SPECIAL OFFERS
Any and all special offers are noncommittal and are applicable subject to availability, unless otherwise explicitly agreed upon in writing. No special offers that have not been signed by the manager of Showlight B.V. or by a authorized employee of Showlight B.V. are legally binding.
Any and all drawings and data like measurements, weights, power and amounts have been compiled as accurately as possible. These statements are only binding if explicitly confirmed. Details need not be provided.
The basic principle of special offers made by Showlight B.V. is that all supplies will be delivered in the conventional practice and that all proceedings can be conducted in a normal manner. Special requirements and conditions must be submitted in writing and in sufficient detail in advance to Showlight B.V. to be specified. In that case the special offer will explicitly mention if and to what extend these can be taken into account.
Showlight B.V. reserves the right to decline any and all contracts and/or orders without stating reasons.
Article 3 AGREEMENT
Subject to the information provided below, an agreement with Showlight B.V. is only concluded after Showlight B.V. has accepted or confirmed an order in writing. The acceptance or confirmation is deemed to correctly and completely reflect the agreement.
Subsequent supplementary agreements or amendments and agreements with or forwarded by personnel of Showlight B.V. are only legally binding if Showlight B.V. confirmed them in writing.
The invoice of deliverables or proceedings which by their nature do not require an offer or order confirmation, is considered to be the order confirmation, which is also deemed to correctly and completely reflect the agreement.
Showlight B.V. is entitled to require assurance from the other party in regards to the payment obligations as well as any and all other obligations at or after the confirmation of the agreement, prior to starting or submitting any deliverables. Showlight B.V. is also entitled to oblige the other party to pay an advance deposit determined by Showlight B.V. prior to starting or submitting any deliverables.
Article 4 PRICING
Every quote is subject to availability and price changes, unless otherwise agreed upon in writing.
Unless otherwise stated, our prices are based on the level of purchase prices, wages, labor costs, social security, taxes and other government charges, freight, insurance and any and all other costs at the moment of the offer; based on deliverables by “the company Showlight B.V.” excluding VAT, import duties, other taxes, levies and duties; excluding the cost of packaging, loading and unloading, transportation and cargo insurance, mentioned in the Dutch currency, but any exchange rates will be charged.
Showlight B.V. is entitled to raise the agreed price if one or more of the price factors mentioned in the previous paragraph increases after the date of the special offer.
If proceedings have also been agreed upon, Showlight B.V. is entitled to charge value exceeding the agreed upon price that is related to demonstrable multiple or increased proceedings than reasonably could have been foreseen by Showlight B.V., including the fact that proceedings have to take place on other than conventional days or that are due to delays through no fault of Showlight B.V.
Article 5 DELIVERY PERIOD AND SUPPLY/DELIVERY
“Delivery Period” is defined as the term in which the goods for the other party will be available, reflecting the agreement, or, if proceedings are agreed on, the term in which the proceedings will be finished.
The statement of delivery periods are always approximate, unless specifically otherwise agreed upon.
An agreed upon delivery period does not start until all necessary data is in the possession of Showlight B.V. and the payment, whether or not in advance, has been completed or in accordance with the provisions regarding required assurance as in article 3.
Showlight B.V. will observe the given delivery period, although exceeding the given delivery period does not oblige Showlight B.V. to provide any compensation and does not give the other party any rights to cancel or disband the agreement or to decline the deliverables.
Unless otherwise agreed upon, the delivery will be made by the company or stockroom of Showlight B.V.
Delivery in parts (partial deliveries) is allowed.
When the goods have not been purchased by the other party after the delivery period expires, they will be stored for their disposal at own cost and risk. In case of prolonged storage as a result of failing to purchase agreed upon products in the agreed upon delivery period, Showlight B.V. will charge storage fees.
Limited deviations from the deliverables or rented goods in measurements, color, capacity, shape and packaging do not constitute any grounds for fully or partially canceling or disbanding of the agreement by the other party or to refuse full or partial payment or to demand a compensation.
The other party is required to check the deliverables both quantitavely and qualitatively immediately at receipt. Any and all potential shortages or damages have to be notified to Showlight B.V. in accordance with Article 12 of these Terms and Conditions.
If proceedings outside of our business have been agreed upon, the other party needs to make sure that the work can start expeditiously, for example by making the work site accessible to staff of Showlight B.V. and for the delivery of materials. Furthermore, the other party is responsible for providing the necessary power and good working light as well as auxiliary equipment such as hoists and scaffolding if necessary and to ensure that no third party activities limit or delay the progress of the proceedings. Showlight B.V. is authorized to hire a third party (subcontractor) for the deliverables.
Article 6 RENTAL
These Rental Agreement Terms and Conditions are also applicable and are part of the rental agreements, unless explicitly otherwise agreed upon in these Terms and Conditions or in the confirmation.
„Other Party“ also includes the “renter” in these Terms and Conditions.
“Renter” is defined as a (legal) person that rents materials from Showlight B.V. for a limited time.
„Equipment“ is defined as all (electrical) equipment related to audio, video and lighting technology and any and all other goods that are available for rent at Showlight B.V., as well as any and all accessories, cables etc.
The renter will use the equipment only for the purpose for which the equipment was manufactures. The renter will handle the equipment in a proper manner and will ensure proper and safe storage. The renter will at all times give all authorized personnel of Showlight B.V. access to the buildings or properties that contain the equipment in order to inspect the equipment.
The renter will not rent or lend the equipment to any third party.
The renter will be charged for any and all damage to, theft or misappropriation of the rented equipment.
A rental day is generally a twentyfour (24) hour period, but Showlight B.V. reserves the right to request early return of their equipment when warranted.
Extension of the last day of the agreed upon rental period is only possible with explicit approval of Showlight B.V.
The renter must strictly comply to the agreed upon rental period. Failure to return a delivery at the agreed upon end date for any reason or in case of damage to the equipment is prima fascia evidence of default by the renter without the requirement of any further formal notice or notice of default. The renter will then unabatedly have to complete all other obligations towards Showlight B.V. and owes Showlight B.V. compensation equal to the rental price that would have been due for the exceeded amount of days of rental or the amount of days that it takes to repair the damage to the equipment increased by 50%. The renter cannot derive any rights of extending the previously agreed upon rental period.
The renter is obliged to make sure that the equipment is delivered to them in good condition. Showlight B.V. assumes that the renter is familiar with the operation of the equipment and that the equipment ordered by the renter fulfills the purpose for which the equipment is rented.
The renter is obliged to be aware of and accept the rental rates used by Showlight B.V. Unless otherwise agreed upon, the renter needs to pay the rent before or at the start of the rental period by telephonic or electronic transfer to the bank account of Showlight B.V. in such a way that the transfer took place before or at the start of the rental period. Showlight B.V. is entitled to demand a deposit from the renter and reserves the right to use the deposit money to compensate for any and all void rental payments, as well as the cost of repair and/or cleaning of the rented equipment.
Showlight B.V. is not liable for direct or indirect damage as a result of non-functioning or not properly functioning equipment nor for any and all damage to property and/or persons as a result of working with the equipment.
Article 7 LIABILITY
Subject to the general laws regarding Code of Conduct and good faith, Showlight B.V. is not liable for any and all damage of any kind whatsoever, direct or indirect, including loss of profits, damage to movable or immovable property or to persons, both of the other party or of a third party.
Simply accepting the delivered or rented goods by or on behalf of the other party and/or by providing serviced to or on behalf of the other party indemnifies Showlight B.V. of any and all liability claims by the other party or a third party in regards to paying a compensation, regardless of whether or not the damage was caused as a result of manufacturing and/or composition errors or any other cause, including but not limited to errors by personnel put to work or made available by Showlight B.V.
Showlight B.V. is in no case liable for damage caused by injudicious operation of the deliverables or the use of which other than the by objective criteria intended use.
Liability for Showlight B.V. equipment used by a third party taking place during the rental period, for treatment, processing or mounting, falls on the third party when they have the equipment in their possession, regarding any and all property and personal injury.
Liability as a result of any and all consequential loss is impossible.
Article 8 FORCE MAJEURE
In case of force majeure, Showlight B.V. has the right to suspend the execution of the agreement or consider parts or all of the agreement to be disbanded, without judicial intervention beforehand, without Showlight B.V. becoming liable to any compensation by Showlight B.V.
Force majeure is defined as any and all circumstance in which the other party cannot reasonably expect the fulfillment of the agreement by Showlight B.V. Force majeure is definitely considered to be but not limited to war, threat of war, civil war, riots, floods, water damage, vandalism, fire, transportation issues, unforeseen technical complications, operational issues at Showlight B.V. and/or at their suppliers’ and nonperformance by any and all suppliers of Showlight B.V.
In case force majeure causes the delivery of any and all goods or proceedings by Showlight B.V. gets delayed by three (3) months or more, both parties can reach a settlement regarding the disbandment of the agreement, which at least includes a compensation for any and all costs sustained by Showlight B.V.
If Showlight B.V. has already met part of the requirements stated in the agreement when the force majeure occurs, Showlight B.V. is entitled to invoice for the already conducted proceedings and the other party is obliged to pay the invoice as if it were a separate transaction.
Article 9 PROPERTY RIGHT
Any and all goods delivered by Showlight B.V. remain the property of Showlight B.V.
In case of processing of goods delivered by Showlight B.V. to the other party, Showlight B.V. will be owed (co-)ownership rights of the newly created good(s) for the value of the elements originally delivered by and owed to Showlight B.V. until complete payment of all payment obligations has taken place.
In case of non-payment of any amount due, including but not limited to nonpayment within the term as meant in article 10 paragraph 1 unless in case of suspension of payments, bankruptcy, application of the Law on Debt Repayment of Natural People, placed under receivership, death or liquidation of the other party, Showlight B.V. receives the right to recover its delivered yet not or not fully paid for property without any judicial intervention deducted from any amount already paid and always fully entitled to request a compensation for any and all missed profit and/or loss or damage. During the operation of this retention the other party bears any and all reliability for the risk of the goods from the moment they were put in their care. The other party is entitled to use the goods for their intended use but cannot be pledged or serve as collateral for a claim by any third party.
The other party is required to comply with Showlight B.V. in establishing a (nonpossessory) lien as meant in the second paragraph of this article regarding business after processing as to establish security of fulfilling of obligations of the other party to Showlight B.V. regarding the sales of the goods mentioned in that paragraph or for whatever reason.
Article 10 PAYMENT
Payment must be completed within fourteen (14) days after the invoice date, unless the agreement determines otherwise. Payment of partial installments is called late payment between both parties, unless otherwise agreed upon.
The other party owes 1.5% interest per month upon failure to pay invoices in a timely matter, starting at the day on which the payment was due.
Any and all costs made to collect the late payment will be paid by the other party, both incurred within and outside of the court. In this case, the extrajudicial collection costs are to be paid by the other party and are set at 15% of the initial amount but with a minimal payment of €45,– . Furthermore, the other party is required to pay any and all statutory interest on the stated extrajudicial costs.
Article 11 RECOMMENDATIONS/DATA
Recommendations and/or data supplied by Showlight B.V. will always be given to the best knowledge. Any and all liability claims regarding recommendations and/or data given (orally or in writing) is not accepted.
Recommendations and/or data given by Showlight B.V. can never waive the other party from any and all obligations to do their own research on the goods to be delivered and their suitability for the intended purpose. The same applies to any and all information regarding the composition of goods and applications.
Article 12 COMPLAINTS
All Complaints regarding the goods and/or proceedings must be submitted in writing to Showlight B.V. within eight (8) days after the delivery/installation. Under delivery/installation is also understood any and all situations as meant in article 5, paragraph 7, in which case the other party cannot appeal to excusable term exceedance.
In case the advertisement is found to be legitimate by Showlight B.V., Showlight B.V. will only be required to repair and/or replace the defective (parts of) goods and/or the improvement of proceedings free of charge, without granting the other party any rights to claim any and all compensation.
Complaints about invoices are required to be notified to Showlight B.V. immediately if they are delivered together with the deliverables. If the invoices are sent in the mail the Complaints need to be submitted to Showlight B.V. within eight (8) days after the invoice date. paragraph 4 After the expiration of the terms mentioned in paragraphs 1 and 3 of this article, the other party is deemed to have approved the deliverables, the proceedings and the invoice respectively. Afterwards, Complaints are not considered anymore.
Submitting any and all Complaints never releases the other party of their payment obligations towards Showlight B.V. as mentioned elsewhere in these Terms and Conditions.
Article 13 CONSEQUENCES OF NONCOMPLIANCE
If the other party does not comply with an agreement signed with Showlight B.V., Showlight B.V. has the right to demand compliance or disbandment and/or a compensation. In this article, non-compliance is defined as declining receipt of delivery of sold goods or provided services and not accepting the rented goods, also referred to as cancellation by the other party/renter, of a signed agreement.
If Showlight B.V. accepts a cancellation of an agreement by the other party, this will not affect the entitlement to compensation by Showlight B.V. as a means to compensate for any and all sustained damage as well as any loss of profit.
The other party will be considered to be in default by declining any and all purchased goods at the time they are presented to them by Showlight B.V. The provisions of article 5, paragraph 7 is applicable.
The other party will be considered to be in default by declining any and all proceedings on their behalf at the date a agreed upon in the agreement. Declining is also defined as not providing Showlight B.V. the necessary facilities to deliver the agreed upon proceedings as well as not allowing Showlight B.V. the necessary access to the areas in which the agreed upon proceeding should be performed by and therefore should be given access to Showlight B.V.
The renter will be considered to be in default by declining the acceptance of the rented goods on the agreed upon date. Non-acceptance as meant in the previous sentence is also defined as denying Showlight B.V. access to the necessary facilities in order to ensure safe and responsible use of the rented goods as well as denying Showlight B.V. access to the areas in which the rented goods should be used according to the agreement.
The compensation that the other party or renter owes Showlight B.V. by being in default will be established at at least 25% of the contract value (that is the total sum of purchases, rental price and/or the added sum of the entire assignment) and is notwithstanding any and all rights by Showlight B.V. to charge a compensation of the actual value of sustained damage, if that amount is higher.
In case of rental, providing of services and/or execution of proceedings, other percentages than those mentioned in paragraph 6 are applicable as determined compensation. In case of cancellation more than 30 days ahead of the planned date of rental, providing of services or execution of proceedings, the compensation is determined at 25% of the contract value mentioned in paragraph 6; in case of cancellation within 30 days but more than 7 days of the planned event date that rate is determined at 50%, and in case of cancellation within 7 days of the event the compensation is determined at 100% of the contract value. In all cases, Showlight B.V. reserves the right to claim compensation of the actual value of sustained damage if that amount is higher.
Article 14 APPLICABLE LAW
Only Dutch law is applicable to any and all of our offers, agreements and execution thereof.
Article 15 DISPUTES
Any and all disputes, included but not limited to those regarded as such by either party arising from or related to the agreement that these Terms and Conditions apply to or regarding Terms and Conditions themselves and the interpretation or execution thereof of both factual and legal nature, will be settled by a competent judge in Arnhem, unless the law does not allow the local judge to settle said dispute.
Article 16 AMENDMENTS AND ADDITIONA TO THESE TERMS AND CONDITIONS
Showlight B.V. has the right to amend and/or complement these Terms and Conditions at all times. Amendments and/or complements are not retroactive.
Beuningen, November 2016