GENERAL TERMS AND CONDITIONS OF THE PRIVATE LIMITED LIABILITY COMPANY JB-INFLATABLES BV. NORTHERN NETHERLANDS CHAMBER OF COMMERCE
– Supplier: the private limited liability company JB-Inflatables B.V.
– Customer: the natural or legal entity that concludes one or more agreements with Supplier to which these general conditions apply, and to whom Supplier sends a quote for which these general conditions are equally applicable.
– the ‘Parties’: Customer and Supplier.
– General Terms and Conditions: these general terms and conditions.
– Agreement: the agreement concluded between Customer and Supplier; the General Terms and Conditions are a part of this and apply to this.
– Product: all matters and/or items that Supplier delivers to Customer on the basis of the Agreement and/or offers in a quote or proposal.
– Services: all of that which Supplier delivers to Customer on the basis of the Agreement that is not a Product, and/or that which Supplier offers to the Customer in a quote or proposal.
– Price: the monetary consideration that the Customer must pay to Supplier on the basis of the Agreement.
– Website: the website ‘www.interactiveplaysystems.com/en.
2.1 The General Terms and Conditions apply to all engagements – including but not limited to the Agreement – as these exist and/or arise between Customer and Supplier.
2.2 The Supplier in no way whatsoever accepts any applicability of any general terms and conditions used in this case by the Customer and expressly rejects their contents.
2.3 If and to the extent that there is any contradiction whatsoever between these provisions, the provisions stated expressly in the Agreement take precedence over the provisions in the General Terms and Conditions.
2.4 The Customer who has concluded an Agreement with the Supplier for which the General Terms and Conditions are (were) applicable agrees in any subsequent Agreement(s) to the applicability of the General Terms and Conditions.
2.5 Provisions in the General Terms and Conditions which, by their nature and/or purpose, also intend effectuation after the termination of the Agreement, remain in force concerning the legal relationships between Parties arising from and/or corresponding in any degree with the Agreement.
3.1 A quote sent by Supplier to Customer is of a no-obligation nature and is in no way whatsoever binding to Supplier unless the contents of that quote unambiguously and expressly indicate the contrary.
3.2 A quote from Supplier is valid for the duration of three working days after its issuance, to be calculated from, and with the inclusion of, the date of the quote.
3.3 With respect to all the information and/or items sent to Customer in the context of a quote, the rights and/or ownership remain with Supplier. The Customer is not permitted to use one or more parts of this information and/or items in any manner whatsoever other than what is permitted pursuant to the quote and/or Agreement.
3.4 The sizes, weights, colours, technical information, texts, photos or any other similar information stated by Supplier in a quote, the Agreement and/or the Website, are solely descriptive in nature. The Customer may in no way derive rights from this stated information. Deviations in the Product and/or the Service in comparison with the stated information are permitted and in no way imply that the Supplier shall not correspondingly meet its obligations in the Agreement; all of this unless the deviations are in all reasonableness so large in their nature and/or scale that the Supplier’s compliance with its (core) obligations from the Agreement with that deviating delivery can no longer be presumed. The Customer derives no rights to reclamation or any other entitlements to compliance and/or compensation as a result of deviations arising in the aforementioned information provided by the Supplier.
4.Agreement / conclusion
4.1 An Agreement between Parties is concluded only after the instance in which and on the moment at which the Customer accepts a quote from the Supplier in writing and with a signature, or has confirmed this in another manner.
4.2 In deviation from the provisions of clause 4.1 of the General Terms and Conditions, an Agreement is also concluded between Parties at the moment at which the Supplier has understood unambiguously from the Customer that the Customer accepts a quote or proposal from Supplier.
4.3 The contents of the Agreement are subject solely to expressly agreed conditions made in writing or by email under which the particular Agreement is concluded, including the General Terms and Conditions.
4.4 Additions, amendments, permissions, wishes or other conditions that the Customer believes are part of the Agreement are expressly not so, unless such is expressly shown to be the case in the contents of the Agreement as intended by Clause 4.3 of the General Terms and Conditions.
4.5 With respect to the execution of the Agreement, the Customer may derive no rights from utterances made by Supplier’s employees or by any third parties whatsoever if these employees/third parties are not legally authorised to act for or on behalf of Supplier.
4.6 Supplier is entitled in all cases to have third parties execute one or more parts of its obligations from the Agreement, in which case Supplier remains responsible to the Customer for compliance with obligations to the Customer arising from the Agreement.
4.7 If and to the extent that the Supplier makes changes to its Product for purposes of improvement or because of a requirement to do so on the basis of law and/or regulation, the Supplier is entitled to do so at any time. The Customer may derive no rights whatsoever from this change with respect to the Supplier.
4.8 The Supplier retains the rights to deliver the Products partially, if such is reasonably possible. If Supplier proceeds to do so, such shall never result in any liability whatsoever on the part of Supplier, nor shall such result in attributable shortcomings on the part of Supplier.
5.Risk / insurance
5.1 Product risk is transferred to the Customer on the moment at which the Customer has received the Product for his availability. This is the case if the Customer has acquired actual power over the disposition of the Product.
5.2 As an exception to the provisions of Clause 5.1, in instances where the Supplier takes care of the transport of the Product to and/or for purposes of the Customer pursuant to the provisions in the Agreement, the Product risk transfers to the Customer at the moment that the transport starts. The Customer is aware that, in that regard, he must take care of sufficient insurance coverage for the Product.
5.3 Supplier is covered by a standard liability insurance policy for businesses. If the Customer wishes to know the extent of the coverage offered by that insurance, he may contact the Supplier. In this business liability insurance, not every risk of damage due to use of the Product is necessarily covered. The Customer is himself obliged to ensure that there is sufficient insurance coverage for the risk of damage incurred by the Customer or by third parties due to the use of the Product starting from the moment that he carries the Product risk and/or is in possession of the Product (pursuant to the Agreement or otherwise), regardless of whether this concerns property damage, personal injury, consequential damage, loss of profits or any other damage whatsoever.
6.Defects / complaints
6.1 Upon receipt of the delivered Product and within 24 hours thereafter, the Customer is obliged to check for any defects to the Product in any respect, and to check for defects which otherwise are (or could be) reason at any time for the Customer to adopt the standpoint that the Supplier has not complied with its obligations, by default of which any right redounding to the Customer and that could be exercised against the Supplier in such a case shall lapse.
6.2 The Supplier is never liable for defects in the Product that it did not know about and/or should have known about.
6.3 Notwithstanding the Customer’s obligations agreed to in the other provisions of this article, any claims made by the Customer connected with and/or resulting from a purported defect, of any nature and/or scale whatsoever, lapse in any case after the passage of a period of seven days after the occurrence of the defect; and if the Customer does not notify the Supplier in writing of said defect within this time period with a clear description of the purported defect.
6.4 Negligible and/or unavoidable deviations in the Product shall never be grounds for complaints.
6.5 If and to the extent that the Customer rightfully complains and if the Customer has not neglected to comply with the provisions of Clauses 6.1, 6.3 and/or 6.4, the Supplier is entitled, at his discretion, either to ensure compliance nonetheless or to credit the Customer a part of the Price, in reasonable accordance with the part of the Agreement related to the complaint, without prejudice to other rights redounding to the Supplier.
7.Price / payment
7.1 The Customer is obliged to pay the agreed Price in the manner agreed and indicated on the invoice, such that every right to a discount, settlement, suspension and/or any other right to non-complete or non-timely payment is rescinded.
7.2 Release from payment obligation occurs only the moment that the Supplier has received the particular payment in the manner it indicated.
7.3 The Supplier has a payment deadline of fourteen days or a different deadline if such is stated on the invoice.
7.4 If the Customer does not proceed to pay as intended by Clauses 7.1 and 7.2 of the General Terms and Conditions, the Customer is then legally in breach without the requirement of notification of breach by the Supplier.
7.5 Price shall always exclude VAT, charges or import duties levied by government or otherwise, other taxes, order costs, packaging costs and/or the costs of loading, unloading or shipment or any similar external cost factors whatsoever.
7.6 Every increase in the Supplier’s cost factors that influence the Price gives the Supplier the right to charge this increase to the Customer, such as increases in taxes/duties, tariffs (freight and otherwise), or equipment costs, for example. The Customer is entitled to dissolve the Agreement only in instances where this occurs within two months after the conclusion of the Agreement and if the Price increase is greater than 5%.
7.7 In the event of incomplete or non-timely payment, the Customer shall owe an interest penalty of 1.5% per month, this to be calculated on the entire unpaid amount, such that a portion of a month qualifies as a whole month; and all of this without prejudice to the Supplier’s right to recover damages from the Customer if and to the extent that the damage exceeds the aforementioned 1.5% per month.
7.8 In addition to the provisions of Clause 7.7, the Customer is obliged to pay the Supplier all extrajudicial and judicial costs that Supplier may reasonably incur in connection with the collection of the unpaid amount. Notwithstanding the provisions of this clause, if and to the extent that in a court proceeding the court does not assign the Supplier all of the costs incurred in legal proceedings (including all of its attorney costs), this does not imply that a previously agreed right redounds separately to Supplier not on the basis of the provisions of this clause for compensation of all costs, in which case Supplier is nonetheless entitled to claim all costs from the Customer.
7.9 If and to the extent the Customer does not proceed to payment of everything he owes the Supplier on the basis of the Agreement, for any reason whatsoever, the Customer is obliged at the Supplier’s first request to guarantee his compliance, to Supplier’s satisfaction, with what Customer owes to Supplier.
7.10 The Customer indemnifies the Supplier for all damages that the Supplier suffers resulting from invoicing and everything associated with this due to missing and/or incorrectly delivered information by the Customer and for those damages resulting from be Customer’s non-compliance with administrative obligations required by the government or otherwise, all this in the broadest sense of the word.
8.1 The Customer accepts the fact that risks may be associated with the use of the Product. In that regard, the Customer is required to use the Product in a manner indicated and prescribed by the Supplier. The Customer is in all cases required to follow any of the Supplier’s instructions closely, particularly any written instructions supplied to the Customer by Supplier as an annex or otherwise. Use of the Product in a manner other than the prescribed way renders any of the Customer's rights to compensation for any damages whatsoever null and void.
9.Retention of ownership / bankruptcy
9.1 Ownership of a Product purchased by the Customer first transfers to the Customer once the Customer has proceeded to complete payment to the Supplier.
9.2 Until the moment of transfer of ownership to the Customer, the Customer is required to ensure proper care of the Product that has been made available to him.
9.3 In instances where the ownership of the Product has not yet transferred to the Customer, the Supplier is entitled to retrieve the Product at all times, regardless of the reasons for this. In this connection, the Customer is required to return the Product at the Supplier’s first request.
9.4 In instances where ownership of the Product has not yet transferred to the Customer and a request for the Customer’s bankruptcy has been submitted, the Customer is obliged to notify the Supplier of this by means of registered mail within 12 hours after the publication of that request. In that case, the Supplier is entitled to take back the Products immediately and to proceed to immediate termination of the Agreement concerning this, all of this without the consequence of the Customer’s having any right whatsoever to compensation of damages or having any other right redound to him.
9.5 In the event of the Customer’s bankruptcy or if the Customer has been granted suspension of payments or if the Natural Persons Debt Rescheduling Act (Wet schuldsanering natuurlijke personen) applies to him, and in cases in which ownership of the Product has not yet transferred to the Customer, the Supplier is entitled to proceed to immediate retrieval of the Product and to immediate termination of the Agreement. In that case, the Supplier is in no way liable for any damages whatsoever.
10.1 All delivery periods indicated by the Supplier are estimates unless the Customer and the Supplier have expressly agreed that a delivery period is emphatically a deadline.
10.2 The agreed delivery period first starts after the Customer has provided the Supplier with all information necessary for the execution of the Agreement and/or after the Supplier has fulfilled all conditions necessary for the execution of the Agreement, such to include but not to be limited to the required permits, material supplied, information, documents, etc.
10.3 A delivery period first starts after the Supplier has received an agreed down payment/prepayment from the Customer.
10.4 The Customer waives any right to compensation associated with the Supplier’s exceeding a delivery period.
10.5 Delivery periods are never binding deadlines. A failure on the part of the Supplier due to exceeding any Delivery period set by the Customer may first be considered to exist after the Customer has notified the Supplier of breach by means of registered mail or by summons and the Supplier sets a term of at least two weeks for remedying this nonetheless. 10.6 If and to the extent the Supplier’s delivery of the Products to and/or for purposes of the Customer is hindered and/or detained to any degree and this is caused by acts and/or omissions by (in the purview of) the Customer, the Customer is liable for any damages (for storage/custody/transport and/or otherwise) that the Supplier suffers as a result of this.
11.Liability / exoneration
11.1 Any liability on the part of the Supplier is limited to that of the direct property damage covered by the Supplier’s insurance, or to any demonstrable default in the Product or to intent and/or gross negligence on the part of the Supplier.
11.2 The Supplier’s liability for damage or loss due to actions and/or omissions of the Supplier’s assistants is excluded in every case.
11.3 In those cases in which the Supplier’s insurance does not cover damage or loss claimed by the Supplier and the Supplier is nonetheless directed by a judicial body or otherwise to compensate that damage or loss, the obligation to compensate for damage is always limited to an amount equal to the Price that the Customer had to/must pay the Supplier pursuant to the Agreement by means of which the execution/the Product led to the particular damage.
11.4 Any right the Customer may have to compensation lapses if the Customer has not complied with the provisions in the Agreement / the General Terms and Conditions / the Supplier’s instructions (including the information stated in clause 13.2 of the General Terms and Conditions) with respect to the use of the Product and if it may be presumed that this omission was either partly or fully the cause of the existence of the damage.
11.5 Any liability and/or right to compensation of on the part of the Customer lapses after a period of six months after the damage-causing fact occurred and the Customer has not approached the Supplier about this damage in this regard.
11.6 The Customer indemnifies the Supplier against any liability for damage or loss suffered by third parties caused by and/or in connection with the Product. If and to the extent one or more third parties holds the Supplier liable in this regard in legal proceedings, the Customer is obliged to provide Supplier with surety to the Supplier’s satisfaction at the Supplier’s first request – such to include but not be limited to the issuance of a bank guarantee.
12.Intellectual property rights
12.1 The Supplier shall do its utmost to prevent the Product from breaching any third party’s intellectual property rights in any manner whatsoever. However, Supplier is never liable for damage or loss, of any nature and/or scale whatsoever, claimed by third parties from the Customer resulting from and/or associated with the assertion that the Customer breaches those third-party rights as the person who exercises actual power of disposition over the Product.
12.2 No intellectual property rights associated with the Product are transferred by the Supplier to the Customer in any manner whatsoever. Delivery of the Product is made solely to provide the Customer with an exclusive right of use of the Product itself. The Customer guarantees that the Supplier’s intellectual property rights in or associated with the Product shall always be respected.
12.3 If and to the extent that an Agreement exists between the Customer and the Supplier by virtue of which the Supplier is obliged to deliver a specific Product to the Customer (bespoke work), the Customer guarantees that the requested Product properties in no way whatsoever breach the intellectual property rights of third parties. The Customer indemnifies the Supplier against all liability in this regard.
13.1 Without prejudice to the provisions of clauses 13.2 to 13.5, the Supplier provides a guarantee on defects in material and/or construction of the Product for the duration of one year after the delivery of the Product to the Customer.
13.2 Every right of guarantee lapses if the Customer has used the Product improperly and/or carelessly or if the Customer has not used the Product as is indicated in the documentation/information that the Supplier provided the Customer (upon delivery or otherwise), expressly to include that information that can be found on the Website.
13.3 Additionally, every right of guarantee lapses if defects arise due to customary wear and due to the involvement of third parties hired by the Customer in the installation, maintenance, repair or any interference whatsoever by third parties with the Product.
13.4 The guarantee that the Supplier provides on a Product not completely produced by the Supplier is limited in every case to that guarantee that is issued by the particular third-party manufacturer(s) to the Supplier.
13.5 Any right the Customer may have to guarantee lapses if the Customer has not completely met their payment obligation(s) to the Supplier.
13.6 If the Supplier is obliged to honour the Customer’s claim to guarantee, the Supplier has the choice of either repairing the defect or crediting the Customer (part of) the Price, in reasonable accordance with the scale of the defect, all of this without prejudice to the Supplier’s other rights.
13.7 Rights of guarantee are always ‘ex works’ from the Supplier’s workplace in Meppel, the Netherlands.
13.8 In the instance of the Customer’s claim to guarantee, the Customer must himself take care of the delivery and recovery of the particular Product to/from the Supplier’s workplace in Meppel, the Netherlands. Any shipping costs must be borne by the Customer himself.
14.1 If and to the extent any provision of the General Terms and Conditions loses its effect by becoming null and void, declaration of dissolution or otherwise, Parties shall resolve whatever is covered by that provision in the spirit of that particular provision to the greatest extent possible.
14.2 The headings above the clauses in the General Terms and Conditions have a solely descriptive purpose.
14.3 Wherever the General Terms and Conditions contain clauses related to the delivery of a Product, the clauses apply equally and to the extent possible whenever the Supplier delivers one or more Services to the Customer on the basis of the Agreement.
14.4 Any disputes arising from and/or associated with the Agreement shall be governed solely by Dutch law and shall be brought solely before the court of the Northern Netherlands, in the district of Zwolle.