Located at Nijverheidstraat 134, 2288 BB in Rijswijk.
Registered with the Chamber of Commerce under number 27172490.
CHAPTER A. GENERAL PROVISIONS
Article 1. Definitions
Article 2. Applicability
Article 3. Offers and Quotes
Article 4. Formation of the Agreement
Article 5. Price Changes
Article 6. Invoicing and Payment
Article 7. Suspension and Termination
Article 8. Liability
Article 9. Limitation Period
Article 10. Force Majeure
Article 11. Indemnification
Article 12. Intellectual Property
Article 13. Privacy and Data Processing
Article 14. Applicable Law and Choice of Forum
Article 15. Amendment and Interpretation of the Terms
CHAPTER B. SPECIAL PROVISIONS REGARDING SERVICE PROVISION
Article 16. Execution of the Assignment and Involvement of Third Parties
Article 17. Modification of the Assignment, Additional Work
CHAPTER C. SPECIAL PROVISIONS REGARDING PURCHASE AND SALE
Article 18. Delivery
Article 19. Delivery Periods
Article 20. Inspection and Complaints
Article 21. Assembly and Commissioning
Article 22. Warranty
Article 23. Retention of Title
CHAPTER D. SPECIAL PROVISIONS REGARDING RENTAL AND LEASING
Article 23. Rental Period
Article 24. Rates
Article 25. Cancellation
Article 26. Identification Requirement
Article 27. Usage
Article 28. Transport
Article 29. Operation
Article 30. Collection and Return of the Rented Equipment
Article 31. Reporting Obligation
Article 32. Insurance
Article 33. Damage
Article 34. Use by Third Parties
Article 35. Special Provisions
Article 36. Placement and (Dis)assembly Work
Article 37. Maintenance and Repairs
CHAPTER E. SPECIAL PROVISIONS REGARDING MAINTENANCE AND INSPECTIONS
Article 38. Execution of the Work
Article 39. Inspections and Certification
CHAPTER A. GENERAL PROVISIONS
Article 1. Definitions
1. Equipment: all audiovisual equipment and related accessories delivered or made available to the Client by IFS Audiovisual BV.
2. Certification: the certification of Equipment in accordance with the guidelines of the relevant manufacturer of the Equipment.
3. Services: the work to be performed by IFS Audiovisual BV on behalf of the Client, including the results thereof, which work particularly consists of installing, managing, maintaining, and producing audiovisual services in the broadest sense.
4. Rented Equipment: all movable property rented by IFS Audiovisual BV to the Renter under the rental agreement.
5. Renter: the natural or legal person who enters into a rental agreement with IFS Audiovisual BV concerning the Rented Equipment.
6. Inspection: the inspection of Equipment in accordance with NEN3140.
7. Maintenance Work: all activities, including the supply of goods, that IFS Audiovisual BV must perform to ensure that the technical condition of the item and the functions to be performed by the item comply with the requirements arising from the Agreement during the maintenance period.
8. Client: the natural or legal person who purchases Products and/or Services from IFS Audiovisual BV and the other party to the Agreement with IFS Audiovisual BV within the meaning of Article 6:231 subsection c of the Dutch Civil Code.
9. Agreement: the agreement between IFS Audiovisual BV and the Client on the basis of which IFS Audiovisual BV provides Products and/or Services to the Client against payment.
10. Parties: IFS Audiovisual BV and Client jointly.
11. Products: all items, including documentation, drawings, (test) Equipment and all (other) results of the services provided by IFS Audiovisual BV, which are the subject of the Agreement.
12. IFS Audiovisual BV: the private company with limited liability IFS Audiovisual B.V., as well as all affiliated companies, both jointly and individually, other party to the Agreement with the Client and user of these general terms and conditions within the meaning of Article 6:231 subsection b of the Dutch Civil Code.
13. Written: In these terms and conditions, “written” also includes communication by e-mail or digital means (for example via an online interface), provided that the identity of the sender and the integrity of the content are sufficiently established.
14. Malfunction: a sudden unexpected interruption in the performance of the item.
Article 2. Applicability
1. These general terms and conditions apply to all offers, Agreements and deliveries of IFS Audiovisual BV, of whatever nature, including any follow-up orders or amended or additional orders, unless their applicability has been expressly excluded in whole or in part in writing or explicitly otherwise agreed.
2. Any general terms and conditions of the Client, by whatever name, are expressly rejected. Deviations from and additions to these terms are only applicable if and to the extent that they have been expressly accepted in writing by IFS Audiovisueel BV.
3. If IFS Audiovisueel BV has allowed deviations from these general terms and conditions, whether for a short or long period and whether explicitly or implicitly, this does not affect their right to demand immediate and strict compliance with these terms. The Client cannot derive any rights from the manner in which IFS Audiovisueel BV applies these terms.
4. These terms also apply to all agreements with IFS Audiovisueel BV for the performance of which third parties are involved. These third parties can directly invoke these terms against the Client, including any limitations of liability.
5. If any provision of these general terms and conditions or any other agreement with IFS Audiovisueel BV conflicts with a mandatory legal provision or any applicable legal regulation, the relevant provision will be null and void and replaced by a new, legally permissible and comparable provision established by IFS Audiovisueel BV.
6. A Client who has contracted under these terms once is deemed to have implicitly agreed to the applicability of these terms for any subsequent agreement with IFS Audiovisueel BV.
7. In case of a conflict between the content of an agreement concluded between the Client and IFS Audiovisueel BV and these terms, the content of the agreement will prevail.
Article 3. Offers and Quotations
1. All offers from IFS Audiovisueel BV are revocable and made without obligation unless otherwise indicated in writing.
2. A composite quotation does not obligate IFS Audiovisual BV to deliver part of the Products and/or Services included in the offer at a corresponding portion of the quoted price.
3. The contents of the delivery are determined solely by the description of the delivery provided in the offer. If the acceptance (in minor points) differs from the offer included in the quotation, IFS Audiovisual BV is not bound by it. An Agreement is not established according to this deviating acceptance, unless IFS Audiovisual BV indicates otherwise.
4. If an Agreement is created on the basis of subsequent costing, the calculated prices are only a guideline; the actual hours worked by IFS Audiovisual BV, as well as the actual costs incurred by IFS Audiovisual BV, will be passed on.
5. Apparent errors or mistakes in IFS Audiovisual BV's offer do not bind IFS Audiovisual BV.
6. The prices in IFS Audiovisual BV's offers are exclusive of VAT and other government levies, unless explicitly stated otherwise.
7. IFS Audiovisual BV is free to change its prices at any time. Offers do not automatically apply to future orders.
Article 4. Formation of the Agreement
Subject to the following provisions, an Agreement with IFS Audiovisual BV is only established after IFS Audiovisual BV has received the offer signed by the Client. Failing which, the assignment is established at the moment that IFS Audiovisual BV has accepted or confirmed an assignment in writing. The order confirmation is considered to accurately and completely represent the Agreement unless the Client immediately protests against it in writing. Any subsequent additional agreements or changes only bind IFS Audiovisual BV if they have been confirmed in writing by IFS Audiovisual BV.
Article 5. Price Changes
1. If, after the conclusion of the Agreement but before delivery, one or more cost factors change, IFS Audiovisueel BV is entitled to adjust the agreed price accordingly. IFS Audiovisueel BV is also authorized to charge additional costs if there are cost-increasing circumstances that IFS Audiovisueel BV could not reasonably have anticipated, which cannot be attributed to IFS Audiovisueel BV, or which are significant relative to the price of delivery.
2. Furthermore, the following will be passed on in full to the Customer, insofar as these changes occur after the date of the Agreement:
a. taxes, import duties, levies, wages, working conditions, social insurances, or other burdens imposed or changed by the Dutch (local) government (including the European government) and/or trade unions;
b. changes in wages, working conditions, collective labor agreements, VAT, or social insurances, etc., or if changes are made to the prices of suppliers by the government or trade unions;
c. price increases due to changes in exchange rates, wages, raw materials, semi-manufactured products, packaging material, etc.
3. If IFS Audiovisueel BV believes that cost-increasing circumstances have arisen, it will notify the Customer as soon as possible, adequately and in writing.
4. If IFS Audiovisueel BV increases the price by more than 10% of the original invoice amount within 3 months of the conclusion of the Agreement, the Customer has the right to terminate the Agreement with IFS Audiovisueel BV free of charge, unless IFS Audiovisueel BV indicates that it will still execute the Agreement at the original price. If the Customer wishes to terminate the Agreement with IFS Audiovisueel BV in the event of a price increase, the Customer must notify IFS Audiovisueel BV in writing of its intention to terminate the Agreement within 14 days of the notification of the price increase, by means of a registered letter.
Article 6. Invoicing and payment
1. IFS Audiovisueel BV is entitled to require full or partial advance payment from the Client at the start of the Agreement. Advance payments must be made immediately after the Agreement is concluded and will be deducted from the (final) invoice.
2. If it has been agreed that payment will be made by invoice, the payment must be made within 14 days of the invoice date, without any set-off or discount, in the currency invoiced and in the manner indicated by IFS Audiovisueel BV.
3. After the agreed payment term has expired, the Client will be in default by operation of law without any further notice of default being required.
4. From the moment of default, the Client owes interest of 2% per month on the outstanding amount, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate applies. All (extrajudicial) costs incurred by IFS Audiovisueel BV to obtain payment - both in and out of court - shall be borne by the Client from that moment. In such case, the Client owes compensation of at least 15% of the outstanding amount, with a minimum of € 150.00. If the actual costs incurred and to be incurred by IFS Audiovisueel BV exceed this amount, these costs will also be eligible for compensation.
5. If the Client has not fulfilled their payment obligations on time, IFS Audiovisueel BV is authorized to suspend the fulfillment of its obligations towards the Client, such as delivery or execution of work, until the payment has been made or adequate security for it has been provided. The same applies even before the moment of default if IFS Audiovisueel BV has reasonable suspicion that there are reasons to doubt the Client's creditworthiness.
6. In the event of liquidation, bankruptcy, debt restructuring, or a moratorium on payments by the Client, or an application thereof, the claims of IFS Audiovisual BV and the obligations of the Client towards IFS Audiovisual BV shall become immediately due and payable.
7. If the Client has any counterclaims against IFS Audiovisual BV, for any reason whatsoever, the Client hereby waives the right to set-off. This waiver of the right to set-off also applies if the Client applies for a (provisional) moratorium on payments or is declared bankrupt.
Article 7. Suspension and Termination
1. If either the Client or IFS Audiovisual BV fails to fulfill their obligations under the Agreement, the other party is entitled, notwithstanding the provisions of the Agreement, to terminate the Agreement extrajudicially by means of a registered letter. Termination will only take place after the defaulting party has been notified in writing and has been given a reasonable period to remedy the breach.
2. Furthermore, either party is entitled, without any notice of default being required, to terminate the Agreement extrajudicially and with immediate effect, in whole or in part, by means of a registered letter if:
a. the other party applies for or is granted a (provisional) moratorium on payments;
b. the other party files for its own bankruptcy or is declared bankrupt;
c. the business of the other party is liquidated;
d. a significant part of the business of the other party is acquired;
e. the other party ceases its current business operations;
f. through no fault of its own, a substantial part of the assets of the other party is seized, or if the other party is otherwise no longer deemed capable of fulfilling the obligations under the Agreement.
3. If the Client had already received performance under the Agreement at the time of termination, they may only partially terminate the Agreement for the part that has not yet been performed by or on behalf of IFS Audiovisueel BV.
4. Amounts invoiced by IFS Audiovisueel BV to the Client prior to the termination for what has already been performed under the Agreement shall remain payable by the Client to IFS Audiovisueel BV without any reduction and shall become immediately due at the time of termination.
5. If the Client, after being given notice of default, fails to meet any obligation under the Agreement, whether fully or timely, IFS Audiovisueel BV is entitled to suspend its obligations to the Client without being liable for any damages to the Client. IFS Audiovisueel BV is also entitled to do so in the circumstances referred to in paragraph 2 of this article.
Article 8. Liability
1. If IFS Audiovisueel BV is liable for any damage, such liability is limited to compensation for direct damage and up to a maximum of the invoice value of the Agreement (excluding VAT) to which the liability pertains. Under all circumstances, liability is limited to the amount paid out by the insurer of IFS Audiovisueel BV in the matter, plus the applicable deductible amount. Direct damage is exclusively understood as:
a. the reasonable costs incurred to make the deficient performance of IFS Audiovisueel BV conform to the Agreement, unless these costs cannot be attributed to IFS Audiovisueel BV.
b. reasonable costs incurred to prevent or mitigate damage, provided that the Client demonstrates that these costs have resulted in limiting the direct damage as referred to in these general terms and conditions.
2. IFS Audiovisueel BV is never liable for indirect damage, including personal injury, consequential damage, loss of profit, missed savings, labor costs, material costs, damage due to business stagnation, environmental damage, and damage resulting from fines imposed for failing to meet (delivery) deadlines.
3. IFS Audiovisueel BV is not liable for damage of any kind or in any form whatsoever if it relied on incorrect and/or incomplete information provided by the Client.
4.The limitations of liability for direct damage included in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of IFS Audiovisueel BV.
Article 9. Expiration Date
In all cases, the period within which IFS Audiovisueel BV can be held liable for compensation for damages is limited to 6 months, calculated from the moment the damage occurred, and to a maximum of 1 year after the delivery of the relevant Products or Services to which the damage pertains. After this period, any claim for compensation shall be void unless a legal action for compensation has been initiated against IFS Audiovisueel BV before the expiration of that period. The first expired term is decisive here.
Article 10. Force Majeure
1. IFS Audiovisueel BV is not obliged to fulfill any obligation if it is prevented from doing so due to a circumstance that is not attributable to fault and for which it is not responsible under the law, a legal act, or generally accepted views.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which IFS Audiovisueel BV has no influence, but which prevent IFS Audiovisueel BV from fulfilling its obligations. This includes strikes at IFS Audiovisueel BV or at the involved manufacturer or supplier.
3. IFS Audiovisueel BV also has the right to invoke force majeure if the circumstance preventing (further) compliance arises after IFS Audiovisueel BV should have fulfilled its obligation.
4. During the period of force majeure, the parties may suspend their obligations under the Agreement. If this period lasts longer than 30 days, either party is entitled to terminate the Agreement without any obligation to compensate the other party for damages.
5. If, at the time of the occurrence of force majeure, IFS Audiovisueel BV has already partially fulfilled its obligations under the Agreement or will be able to fulfil them, and the part that has been or is yet to be fulfilled has an independent value, IFS Audiovisueel BV is entitled to invoice the part that has already been fulfilled or is yet to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate Agreement.
Article 11. Indemnification
The Client shall indemnify IFS Audiovisueel BV against any claims by third parties who suffer damage in connection with the performance of the Agreement or the use of the Products, provided that the cause is attributable to any party other than IFS Audiovisueel BV. If IFS Audiovisueel BV is approached by third parties on this basis, the Client is obliged to assist IFS Audiovisueel BV both out of court and in court and to immediately do everything that may be expected in such a case. If the Client fails to take adequate measures, IFS Audiovisueel BV is entitled, without notice of default, to take such measures itself.All costs and damages incurred by IFS Audiovisueel BV and third parties as a result will be fully borne by and at the risk of the Client.
Article 12. Intellectual Property
1. Without prejudice to other provisions in these general terms and conditions, IFS Audiovisueel BV retains the rights and powers granted to it under the Copyright Act.
2. Drawings, technical descriptions, models, methods, designs, and calculations created by IFS Audiovisueel BV or by an external designer on its behalf remain the property of IFS Audiovisueel BV. These items may not be provided or shown to third parties by the Client without the written permission of IFS Audiovisueel BV.
3. Data on manufacturing and/or construction methods that are subject to copyright or patent law, or for which IFS Audiovisueel BV or the designer has made a reservation, may not be used, reproduced, shown to third parties, or disclosed by the Client without written permission.
4. By providing data to IFS Audiovisueel BV, the Client declares that no infringement of copyright or any other intellectual property rights of third parties is made. The Client indemnifies IFS Audiovisueel BV in and out of court against all consequences that may arise from this.
5. All documents provided by IFS Audiovisueel BV, such as reports, advice, assignments, designs, sketches, drawings, software, multimedia videos, and files, etc., intended for the Client, may be used and reproduced by the Client for its own use within its organization. All documents provided by IFS Audiovisueel BV may not be made public by the Client or brought to the attention of third parties without the prior consent of IFS Audiovisueel BV, unless the nature of the documents provided dictates otherwise.
6. IFS Audiovisueel BV reserves the right to use the knowledge gained from the performance of the work for other purposes, provided no confidential information is disclosed to third parties.
Article 13. Privacy and Data Processing
1. If, in the opinion of IFS Audiovisueel BV, this is relevant for the performance of the Agreement, the Client will, upon request, inform IFS Audiovisueel BV in writing about how the Client fulfills its obligations under the legislation regarding the protection of personal data.
2. The Client indemnifies IFS Audiovisueel BV against claims from individuals whose personal data is or will be processed for which the Client is responsible, unless the Client proves that the facts underlying the claim are attributable to IFS Audiovisueel BV.
3. The responsibility for data processed using a service of IFS Audiovisueel BV lies with the Client, who is considered the data controller within the meaning of the General Data Protection Regulation. The Client guarantees to IFS Audiovisueel BV that the content, use, and/or processing of data is not unlawful and does not infringe on any third-party rights. The Client shall indemnify IFS Audiovisueel BV against any legal claim by a third party, regardless of the grounds, in connection with this data or the performance of the Agreement.
4. IFS Audiovisueel BV has no control over the purpose of the processing of personal data and therefore does not make decisions regarding the use of personal data.
5. If IFS Audiovisueel BV performs work related to the data of the Client, its employees, or users based on a request or authorized order from a government agency or to comply with a legal obligation, all associated costs may be charged to the Client.
Article 14. Applicable Law and Forum Selection
1. Dutch law applies to all agreements concluded or to be concluded by IFS Audiovisueel BV.
2. All disputes arising in connection with this Agreement or any subsequent agreements resulting from it shall be settled by the competent court in the district where IFS Audiovisueel BV is located, regardless of whether the Client resides or is based abroad and irrespective of whether the Agreement is wholly or partly executed abroad.
Article 15. Amendment and Interpretation of the Terms
1. In case of any interpretation of the content and scope of these general terms and conditions, or if there is a conflict between the content or interpretation of any translations of these general terms and conditions and the Dutch version, the Dutch text will always prevail.
2. The most recently filed version or the version applicable at the time the Agreement was concluded shall always apply.
CHAPTER B. SPECIAL PROVISIONS RELATING TO SERVICES
The provisions in Chapters A, C, D, and E are applicable to Services provided by IFS Audiovisueel BV, unless expressly stated otherwise in this Chapter.
Article 16. Execution of the Assignment and Involvement of Third Parties
1. IFS Audiovisueel BV will perform the tasks related to the assignment to the best of its knowledge, expertise, and ability.
2. The Services are provided on a best-efforts basis, unless and to the extent that the Client and IFS Audiovisueel BV have explicitly agreed otherwise in writing. Any agreements regarding service levels must be explicit and in writing.
3. The Client cannot derive any rights from advice given by IFS Audiovisueel BV that does not pertain to the provided assignment. IFS Audiovisueel BV is only obligated to (further) execute the agreed assignment if the Client has provided all the data and information requested by IFS Audiovisueel BV, in the form and manner desired by IFS Audiovisueel BV.
4. To the extent required for proper execution of the assignment, IFS Audiovisueel BV has the right to have (parts of) the work performed by third parties. The applicability of Articles 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.
5. IFS Audiovisueel BV accepts no liability for work carried out by third parties, provided that these third parties have entered into an agreement with the Client themselves.
6. If it has been agreed that the assignment will be carried out in phases, IFS Audiovisueel BV may suspend the execution of parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
7. Any partial execution, including the execution of parts of a composite order, may be invoiced. In such cases, the partial execution will be considered a separate transaction subject to the payment conditions of these general terms and conditions.
8. If IFS Audiovisueel BV or third parties engaged by IFS Audiovisueel BV perform work at the Client's premises or a location designated by the Client as part of the assignment, the Client shall provide the facilities reasonably required by those employees free of charge.
9. If an order for the provision of services is canceled or terminated by the Client, in compliance with the agreement between the Client and IFS Audiovisueel BV and these general terms and conditions, while the order is not yet fully executed at the time of cancellation or termination, IFS Audiovisueel BV is entitled to charge the Client the full amount of the order, without the Client being able to claim that the order was not fully executed.
Article 17. Change of the order, additional work
1. IFS Audiovisueel BV reserves the right to perform additional work beyond what is specified in the written order or order confirmation and to charge the Client for this work if it is necessary for the proper execution of the order.
2. The Client accepts that the project timeline may be affected if the parties decide in the interim to change the approach, method, or scope of the assignment, along with the related activities. If changes in the execution of the order arise due to the Client's actions, IFS Audiovisueel BV will make the necessary adjustments in consultation with the Client. If this leads to additional work, it will be charged to the Client as an additional assignment. IFS Audiovisueel BV is entitled to charge the Client for the additional costs resulting from changes to the order.
3. Notwithstanding paragraphs 1 and 2 of this article, IFS Audiovisueel BV cannot charge additional costs if the change or addition to the order is due to circumstances attributable to IFS Audiovisueel BV.
4. Any changes in the execution of an order subsequently requested by the Client must be communicated to IFS Audiovisueel BV in writing and in a timely manner. If changes are communicated verbally or by phone, the risk of executing the change is borne by the Client unless these changes are confirmed in writing by IFS Audiovisueel BV.
5. If, during the execution of an order accepted by IFS Audiovisueel BV, it becomes apparent that the order cannot be executed due to circumstances unknown to IFS Audiovisueel BV or due to force majeure, IFS Audiovisueel BV has the right to demand that the order be modified to make its execution possible. Any additional or reduced costs incurred as a result of such a change will be settled between the parties. The Client is obliged to reimburse IFS Audiovisueel BV for work already carried out that has proven to be useless.
CHAPTER C. SPECIAL PROVISIONS RELATING TO PURCHASE AND SALE
The provisions in Chapters A, B, D, and E apply accordingly to the sale of Products by IFS Audiovisueel BV, unless explicitly stated otherwise in this Chapter.
Article 18. Delivery
1. Unless otherwise agreed, delivery will take place from the business premises or warehouse of IFS Audiovisueel BV (EX Works – Incoterms).
2. If the Products are delivered to an address specified by the Client, the Client must ensure that the delivery location is on the ground floor, easily accessible, and passable for the transport or delivery of the Products over a paved road.
3. The choice of transport method is up to IFS Audiovisueel BV, even in the case of non-freight shipments, where no specific shipping instructions are provided by the Client. Obstacles or temporary impediments to transport with the chosen method do not necessitate the use of an alternative transport method.
4. If the Client has specific packaging requirements for IFS Audiovisueel BV, all associated costs will be borne by the Client. Packaging materials will not be taken back by IFS Audiovisueel BV.
5. Products that are ready for collection or shipment must be collected or received immediately at the place of delivery. Shipping instructions, potentially including the provision of wagon, railcar, and/or ship space, must be provided in a timely manner.
6. If it turns out to be impossible to deliver the Products to the Client due to a reason attributable to the Client, IFS Audiovisueel BV reserves the right to store the Products at the Client's expense and risk, potentially outdoors, without any liability on the part of IFS Audiovisueel BV for damage, depreciation, loss, or other issues. During storage, a period of 30 days will apply within which IFS Audiovisueel BV will allow the Client to still collect or receive the Products. This is unless IFS Audiovisueel BV has expressly set a different period in writing.
7. If the Client fails to fulfill its obligations after the expiration of the term mentioned in the previous section of this article, the Client will be in default by operation of law. IFS Audiovisueel BV will then have the right to terminate the Agreement in writing and with immediate effect, without prior or further notice of default, without judicial intervention, and without being liable for compensation for damages, costs, or interest, in whole or in part. In such cases, the Supplier is entitled to sell the Products to third parties or use them to fulfill other agreements. The previous clauses do not affect the Client's obligation to pay the agreed purchase price, as well as any storage and/or other costs.
Article 19. Delivery times
1. Any term specified by IFS Audiovisueel BV for delivery or execution of the Agreement is indicative only. A specified delivery time can therefore never be considered a firm deadline. If a term is exceeded, the Client must provide written notice of default to IFS Audiovisueel BV. The Supplier must then be given a reasonable period to perform the Agreement.
2. If delivery from stock is not possible, the delivery period will be the time required by the factory to manufacture the order; this period begins on the day the Agreement has been definitively concluded and all necessary data for execution have been received by IFS Audiovisueel BV.
3. If and to the extent that IFS Audiovisueel BV deems it necessary for the proper execution of the Agreement, IFS Audiovisueel BV has the right to have certain work performed by third parties.
4. The Client must ensure that all information indicated by IFS Audiovisueel BV as necessary, or which the Client should reasonably understand is necessary, for the performance of the Agreement, is provided to IFS Audiovisueel BV in a timely manner. If the necessary information for the performance of the Agreement is not provided to IFS Audiovisueel BV in a timely manner, IFS Audiovisueel BV has the right to suspend the execution of the Agreement and/or charge the Client for the additional costs arising from the delay, at the usual rates.
5. IFS Audiovisueel BV is allowed to deliver sold Products in parts, invoice each part separately, and request payment in accordance with the applicable payment terms.
Article 20. Inspection and Complaints
1. The Client must check the delivered goods immediately after delivery for any deviations from what was agreed. Any complaints regarding the delivered Products must be submitted to IFS Audiovisueel BV in writing, accompanied by the enclosed packing slip, within 14 days of delivery. After the aforementioned period has expired, the delivered goods are deemed to have been irrevocably and unconditionally accepted by the Client. The Client must keep the defective Products available to IFS Audiovisueel BV. Submitting a complaint does not suspend the Client's payment obligation with respect to the Products concerned.
2. If the Products are visibly damaged upon arrival, the Client must make a written reservation with the carrier by noting it on the delivery receipt. Additionally, the Client must report the damage to IFS Audiovisueel BV within 24 hours of receipt, notwithstanding the provisions in paragraph 1 of this article.
3. Drawings, technical descriptions, models, samples, images, colors, weights, sizes, and material specifications are provided by IFS Audiovisueel BV in good faith and as accurately as possible. However, this information is not binding. Deviations in delivered Products within the margins customary in the industry must be accepted and do not entitle the Client to complaints, replacement, compensation for damages, or any other rights, unless a smaller margin for deviations has been expressly agreed in writing in the agreement.
4. Defective Products can only be returned after prior consultation with one of the sales representatives of IFS Audiovisueel BV.
5. If Products have been assembled or processed by the Client, complaints—regardless of the grounds, including incorrect delivery—are no longer permitted, even if submitted within the specified period. In such cases, IFS Audiovisueel BV is not obliged to provide any compensation of any kind.
6. Under no circumstances, before or after delivery, shall the Client be entitled to any complaints, compensation, or termination of the Agreement with IFS Audiovisueel BV if the purchased Products cannot be used for certain specific purposes, regardless of whether these purposes have been shown, named, or stated by IFS Audiovisueel BV.
Article 21. Installation and commissioning
1. The sales prices do not include the costs of installation, commissioning, and maintenance, unless otherwise agreed.
2. If IFS Audiovisueel BV undertakes the assembly and commissioning of the Products that have been sold and delivered, IFS Audiovisueel BV will only accept liability regarding the operation of those Products if:
a. The assembly and commissioning are carried out according to IFS Audiovisueel BV's instructions, with IFS Audiovisueel BV having the right to appoint an engineer to supervise the work. Travel expenses and costs for accommodation, meals, and similar expenses for the engineers will be the responsibility of the Client;
b. The circumstances (in the broadest sense of the word) at the location where the assembly and commissioning are to take place do not have a disruptive influence, and the foundations, walls, partitions, and similar structures on or to which the Products are to be installed or attached have been correctly installed, executed, and/or repaired before the work begins.
3. The Client is responsible for carrying out all additional work, including offering the Products to be processed or organizing the assembly location. Furthermore, the Client must provide the necessary assistance in the form of manpower and auxiliary materials at their own expense.
4. If the IFS Audiovisueel BV technician(s) cannot continue with the installation and commissioning regularly due to circumstances beyond the control of IFS Audiovisueel BV, the resulting costs will be borne by the Client.
Article 22. Warranty
1. IFS Audiovisueel BV only provides a warranty on the Products sold by IFS Audiovisueel BV if andonly to the extent that this has been agreed in writing. The warranty provided is a so-called “Carry In – Carry Out” warranty, which means that in the event of a warranty claim, the Client must always ensure that the parts or Products under warranty are delivered to the assessing party designated by IFS Audiovisueel BV, unless expressly agreed otherwise in writing. After repair or replacement, the Client must again collect the Products or parts from the geographical address designated by IFS Audiovisueel BV.
2. Items transported or sent to IFS Audiovisueel BV for repair, replacement, or assessment under warranty will always remain at the Client's risk, regardless of who determined the method of transport or shipment and who bears the costs.
3. IFS Audiovisueel BV expressly does not provide any warranty on parts that are subject to wear.
4. If a complaint is made timely, correctly, and in accordance with the provisions of Article 20, and it is reasonably demonstrated to IFS Audiovisueel BV that the Products are defective, IFS Audiovisueel BV may choose to either re-deliver the defective Products free of charge upon return of the defective Products, repair the Products in question, or grant the Client a discount on the purchase price to be determined mutually, unless otherwise expressly agreed in writing by IFS Audiovisueel BV and the Client.
5. By fulfilling one of the aforementioned services, IFS Audiovisueel BV will be fully discharged of its warranty obligations and will not be liable for any further compensation for damages.
6. If IFS Audiovisueel BV delivers Products to the Client that IFS Audiovisueel BV has obtained from suppliers, IFS Audiovisueel BV is never obliged to provide a more extensive guarantee or liability to the Client than what IFS Audiovisueel BV can claim from its supplier. In the event of the sale of Products sold under a manufacturer's or importer's warranty, the warranty only covers defective or faulty individual components and/or parts of the Products supplied by IFS Audiovisueel BV to the Client. Any necessary (dis)assembly, adjustment, and setting costs of the parts of or attached to the sold Product, as well as any additional costs for Services, required materials, and labor hours, shall be borne by the Client.
7. If Products delivered under a manufacturer's or importer's warranty are returned for warranty assessment by the concerned manufacturer or importer, any costs incurred by IFS Audiovisueel BV will be charged to the Client. Transport or shipping of the relevant item for assessment, replacement, or repair shall be at the expense of the Client.
8. The Products remain entirely at the risk of the Client if IFS Audiovisueel BV conducts repair activities on the Products, unless the repair is due to defective performance by IFS Audiovisueel BV and the Client cannot reasonably be expected to insure the Products against the aforementioned risk.
9. Should the Client conduct any repairs or adjustments without prior permission from IFS Audiovisueel BV or have them conducted by third parties, IFS Audiovisueel BV will not be obligated to fulfill its warranty obligations. This also applies if the Client or affiliated parties have used the Products improperly, which in any case includes: any use for which the Product is not reasonably intended according to the user manual.
Article 23. Retention of Title
1. All Products delivered by IFS Audiovisueel BV remain the property of IFS Audiovisueel BV until the Client has fully complied with all payment obligations toward IFS Audiovisueel BV for any reason, including claims related to failure to comply with an Agreement.
2. A Client acting as a reseller is not entitled to sell or deliver Products that are subject to the retention of title by IFS Audiovisueel BV, even if it is customary in the normal course of business.
3. The Client is not permitted to establish limited rights on products subject to the ownership retention of IFS Audiovisueel BV. If third parties wish to establish (limited) rights on products subject to ownership retention, the Client must promptly inform IFS Audiovisueel BV.
4. The Client is required to keep the delivered products, which are subject to ownership retention, separate from other products with due care and make them identifiable as the property of IFS Audiovisueel BV.
5. The Client is required to insure the products against fire, explosion, water damage and theft for the duration of the ownership retention and provide the insurance policies to IFS Audiovisueel BV for inspection upon first request. All claims of the Client against insurers of the products under the mentioned insurances will be silently pledged to IFS Audiovisueel BV by the Client upon request, to provide additional security for any claims IFS Audiovisueel BV has against the Client.
6. For deliveries to Germany, it additionally applies that if the Client forms a new property from products delivered by IFS Audiovisueel BV, the Client will form that property only for IFS Audiovisueel BV and keep the newly formed product for IFS Audiovisueel BV until all amounts due under the Agreement have been fully paid by the Client. In that case, IFS Audiovisueel BV will have all the rights as the owner of the newly formed product until full payment by the Client.
CHAPTER D. SPECIAL PROVISIONS REGARDING RENTAL AND LEASING
The provisions in chapters A, B, C, and E apply correspondingly to agreements regarding the rental and leasing of goods by and from IFS Audiovisueel BV, unless expressly deviated from in this chapter.
Article 24. Rental Period
The Rented Property is leased for a fixed period of at least 1 day or 24 hours. The rental period begins when the Rented Property leaves the warehouse of IFS Audiovisual BV according to the agreement and ends when it is returned to the same warehouse by the Renter, unless otherwise agreed in writing.
Article 25. Rates
The Renter is deemed to be aware of and agrees to the rental rates applied by IFS Audiovisual BV. The Renter must pay the rental price in cash and in full before or at the start of the rental period, unless otherwise agreed in writing.
Article 26. Cancellation
1. If the Renter has reserved equipment or materials with IFS Audiovisual BV and subsequently wishes to cancel the rental agreement, the Renter shall owe IFS Audiovisual BV the following compensation:
2
- up to 8 working days before the start: 0%
- up to 7 working days before the start: 25%
- up to 3 working days before the start: 50%
- less than 3 working days before the start: 100%
Cancellation of external costs will be charged under the conditions of the involved party. These include rented materials or hired labor such as freelancers and interpreters.
3. The cancellation provisions mentioned in paragraph 1 of this article apply only to the rental of equipment. Cancellation of productions and/or events to be provided by IFS Audiovisual BV is only possible if and to the extent explicitly agreed upon in writing in the Agreement.
Article 27. Identification Requirement
Before handing over the Rented Property under the rental agreement, IFS Audiovisual BV may require the Renter to identify themselves by showing one or more valid forms of identification and a bank or giro statement not older than 30 days. IFS Audiovisual BV reserves the right to keep a copy of the Renter's identification in its records.
Article 28. Use
The Renter shall use the Rented Property solely for the purpose for which it is intended. The Renter shall treat the Rented Property with the care of a diligent owner and ensure proper and safe storage. The Renter is obligated to always provide an authorized representative of IFS Audiovisual BV unrestricted access to buildings, yards, or other locations where the Rented Property is located, to inspect its condition.
Article 29. Transportation
The Renter is responsible for transporting the Rented Property from the warehouse at their own expense and risk, and in the appropriate packaging. If lacking proper packaging, the Renter must ensure suitable packaging themselves. The Renter must return the Rented Property, including any accompanying packaging, at the end of the rental agreement.
Article 30. Operation
1. The Renter shall verify that the Rented Property is delivered to them in good condition from the IFS Audiovisual BV warehouse. By entering into the rental agreement, the Renter acknowledges familiarity with the operation of the Rented Property and confirms that the Rented Property meets the purpose for which it is rented.
2. IFS Audiovisual BV shall provide the Rented Property in a good and clean condition to the Renter. The Renter shall return the Rented Property to IFS Audiovisual BV at the end of the rental period in the same condition as received at the start of the rental period.
3. If a malfunction occurs in or to the Rented Property during the rental period, the Renter must immediately report this to IFS Audiovisual BV. The Renter is not permitted to fix malfunctions or perform repairs on the Rented Property themselves or through others unless explicitly agreed upon in writing between the parties. If malfunctions or defects in or on the Rented Equipment are not reported immediately or at all to IFS Audiovisual BV, the Renter is fully liable for any resulting damages.
4. IFS Audiovisual BV reserves the right to replace the Rented Equipment during the rental period with equivalent equipment, without giving the Renter the right to dissolve the agreement or claim compensation. The Renter is required to fully cooperate with this.
Article 31. Pickup and Return of Rented Equipment
1. The Rented Equipment must be picked up by the Renter from the warehouse of IFS Audiovisual BV, unless expressly agreed otherwise. If the Renter does not pick up the Rented Equipment at the agreed time at the start of the rental period, any resulting damages will be entirely the Renter's responsibility. The rental price is always owed for the fully agreed upon rental period, as documented in writing.
2. The Rented Equipment must be returned by the Renter to the warehouse of IFS Audiovisual BV no later than 5:00 PM on the agreed end date of the rental period, unless otherwise agreed in writing. If the Renter does not return the Rented Equipment by the end date for any reason, or in case of damage to the Rented Equipment for any reason, the Renter is in default by law simply by these facts without requiring any further notice or demand. In such cases, the Renter shall owe IFS Audiovisual BV compensation for damages, in addition to any other obligations towards IFS Audiovisual BV. For late returns, this
compensation equals the rental price per day for each day or part of a day the agreed rental period is exceeded, plus 50% of that rental price. In the event of damage to the Rented Property, the Renter is liable for the cost of repairs as compensation, as well as the daily rental rate for each day required for repairs, increased by 50% of that rental rate.
3. If IFS Audiovisual BV suffers higher damages due to late return by the Renter and/or damage to the Rented Property than the compensation amount defined in the preceding section 2 of this article, IFS Audiovisual BV will charge the Renter for the additional amount.
Article 32. Duty to Report
In case of theft or loss of, or damage to the Rented Property, the Renter is obligated to immediately report this to IFS Audiovisual BV. Additionally, in the event of theft, loss, or vandalism damage, the Renter must immediately file a report with the police in the municipality where the incident occurred and provide a copy of that report to IFS Audiovisual BV. If the Renter fails to comply with the obligations stated in this article, they must compensate IFS Audiovisual BV for all damages resulting from the aforementioned events.
Article 33. Insurance
1. By signing the rental agreement, the Renter acknowledges that the Rented Property is not insured once it leaves the warehouse.
2. The Renter must ensure that the Rented Property is adequately insured against loss, theft, vandalism, or any other damage during the entire rental period. Upon written request from the Renter, IFS Audiovisual BV will provide the insurable value of the Rented Property. The Lessee shall provide a copy of the insurance policy to IFS Audiovisual BV upon first request.
Article 34. Damage
1. All damage that occurs to the Rented Property during the rental period, regardless of the cause or nature thereof, shall be the responsibility of the Lessee unless and to the extent that such damage is covered by an insurance policy taken out by the Lessee.
2. The Lessee is not permitted to affix items to stages, sets, carpets, and other similar materials using nails, staples, screws, or other such methods. Materials should be hung on set walls using double-sided tape or wires from the designated upper molding. If the Tenant violates this prohibition and thereby causes damage to the Rented Item, the Tenant shall be obliged to compensate for the entire set walls and/or carpet sections and/or stage parts that have been damaged due to this violation.
3. IFS Audiovisueel BV shall never be liable for direct or indirect damage arising during the rental period as a result of the Rented Item not functioning properly or as expected, or for any damage caused to persons and/or property by or during the use of the Rented Item.
Article 35. Third-party Use
The Tenant is not allowed to rent out or lend the Rented Item to third parties, whether in exchange for compensation or not.
Article 36. Special Provisions.
If the Tenant wishes to use technical staff from IFS Audiovisueel BV for the installation of the Rented Item and/or its operation during the rental period, or for the coordination or management of a complete production of a show or event, the Parties must enter into an additional agreement. Any costs associated with this will be borne by the Tenant.
Article 37. Installation and (Dis)assembly Activities
If installation, assembly, and/or (dis)assembly has been agreed upon, the following provisions apply:
1. The Renter is responsible for the proper and timely execution of all setups, facilities, and/or conditions necessary for the placement and/or (dis)assembly of the Rented Item and/or for the proper functioning of the Rented Item in its assembled state.
2. Notwithstanding the provisions of paragraph 1 of this article, the Renter will ensure, at its own expense and risk, that:
a. as soon as the employees of IFS Audiovisueel BV arrive at the place of installation, assembly, or (dis)assembly, they can commence and continue their work during normal working hours and additionally, if necessary, outside normal working hours, provided that this has been timely communicated to the Renter;
b. suitable accommodation and/or all government-regulated facilities required for the agreement and use are available on-site;
c. the access roads to the place of installation, assembly, or (dis)assembly are suitable for the necessary transport;
d. the designated place for installation, assembly, or (dis)assembly is suitable for storage, (dis)assembly, and placement of the Rented Item;
e. the necessary and usual auxiliary personnel, tools, supplies and materials (including fuels, oils, greases, cleaning materials, gas, water, electricity, steam, compressed air, heating, lighting, etc.) and the standard measuring and testing equipment for the Renter's business, as well as the items required for installation, assembly, and/or (dis)assembly are provided timely and free of charge at the correct location for IFS Audiovisueel BV;
f. all necessary safety and precautionary measures are taken and maintained in accordance with all government regulations.Damage and costs arising from failure to meet the conditions set out in this article, or not meeting them in a timely manner, are the responsibility of the Renter.
Article 38. Maintenance and Repairs
1. Daily maintenance of the Rented Property is the responsibility of the Tenant. The Tenant must carry out maintenance in accordance with the guidelines and regulations specified by IFS Audiovisueel BV.
2. Costs of repairs, including additional costs such as travel expenses, which do not result from normal wear and tear of the Rented Property, will be borne by the Tenant.
CHAPTER E. SPECIAL PROVISIONS REGARDING MAINTENANCE AND INSPECTIONS
The provisions in Chapters A, B, C, and D apply accordingly to agreements regarding maintenance and inspections of goods by IFS Audiovisueel BV unless expressly stated otherwise in this Chapter.
Article 39. Execution of the Work
1. Unless otherwise agreed, Maintenance Work and Inspections will only be carried out on items installed in the Netherlands.
2. During the maintenance period, IFS Audiovisueel BV will make every effort to keep the likelihood of Malfunctions at an acceptable level through preventive Maintenance Work, and, if agreed, to resolve Malfunctions through corrective Maintenance Work.
3. IFS Audiovisueel BV is authorized to perform the Maintenance Work remotely by means of a connection to the item established via a telecommunications facility.
4. After the Agreement has been concluded but before the Work commences, IFS Audiovisueel BV will draw up a work plan with a schematic overview of the Maintenance Work, the order, and the time period (weekly, monthly, annual planning) in which it will be carried out.
5. The work plan is based on the customer's description of the malfunction behavior of the item, as well as all tasks, frequencies of execution, materials, resources, and any required skills, all for the purpose of carrying out the preventive Maintenance activities and managing the corrective Maintenance activities.
6. The work plan comes into effect after approval by the customer. If the work plan fits the description mentioned in paragraph 4, the customer cannot withhold approval of the work plan.
7. IFS Audiovisueel BV adjusts the work plan annually and uses it to estimate all maintenance costs for the upcoming year. The work plan can only be amended in the interim through a change pursuant to Article 17.
8. If agreed upon, the work plan includes the start and completion dates of projected and intended assignments for preventive and/or corrective maintenance activities and/or other tasks.
9. The assignments referred to in paragraph 7 must be provided in writing by the customer at least one month in advance based on the work plan. Assignments not included in the work plan must be submitted in writing at least two months in advance. Prior to issuing an assignment, IFS Audiovisueel BV will provide the customer with a price for it.
10. For corrective maintenance tasks, the customer must provide a written order in advance. If this is not possible due to circumstances, the order will be issued afterwards based on the actual costs incurred by IFS Audiovisueel BV.
11. Upon completion of the maintenance tasks, IFS Audiovisueel BV will request the customer to sign off on the completed order. After signing, the maintenance tasks are considered completed.
12. IFS Audiovisueel BV will inform the customer in advance about the time when the maintenance work will be carried out. If the work is not performed at the agreed-upon time and it is not attributable to IFS Audiovisueel BV, it is entitled to a deadline extension and/or reimbursement of costs.
13. If explicitly agreed, IFS Audiovisueel BV will ensure that faults can be reported 24 hours a day, seven days a week, at a designated reporting point.
14. Without prejudice to the provisions of paragraph 9, IFS Audiovisueel BV will make every effort to resolve urgent malfunctions within 24 hours of being reported by the customer, unless a different timeframe has been agreed upon. Other faults will be resolved during IFS Audiovisueel BV's normal working hours whenever possible.
15. IFS Audiovisueel BV will perform the Maintenance Work during the maintenance period specified in the Agreement, failing which a period of one year will apply.
16. The maintenance period will be automatically extended by the original period each time, unless one of the parties terminates the Agreement in writing with three months' notice before the end of the relevant period.
17. The Maintenance Work performed by IFS Audiovisueel BV will be billed according to the rates, unit prices, or as a fixed price set out in the Agreement, which will be indexed annually according to the Service Price Index (CPI, 2010 = 100), unless otherwise agreed.
Article 40. Inspections and Certification
1. If IFS Audiovisueel BV is to perform Inspections or Certifications on the Client's Equipment within the framework of the Agreement, the Client must make this Equipment available to IFS Audiovisueel BV on the agreed date and for the agreed duration of the Inspection or Certification. The Equipment must be made available to IFS Audiovisueel BV in full, including all accessories required for its operation.
2. If the Equipment is not made available to IFS Audiovisueel BV on time or without the necessary accessories, all costs – including those for the agreed upon man-hours – will be borne by the Client.
3. Inspections and Certifications will be carried out by IFS Audiovisueel BV's qualified personnel in accordance with the legal requirements, standards, and guidelines set for the Inspection or Certification, using the appropriate test setup or environment.
4. The Equipment made available to IFS Audiovisueel BV for Inspection and Certification remains at all times at the expense and risk of the Client. IFS Audiovisueel BV is not liable for any damage to or theft of the Equipment while it is in their possession.
5. IFS Audiovisueel BV holds a right of retention on Equipment in its possession from the Client due to outstanding amounts associated with Inspections or Certifications performed by IFS Audiovisueel BV for the Client.
This document is a translation of the original that has been filed with the Chamber of Commerce in the Netherlands. The Dutch version is legally binding at all times and is subject to Dutch laws and regulations.
