1. General stipulations
Size5Venues: the private partnership (“vennootschap onder firma”) under the Laws of the Netherlands “Size 5 Venues” in Waalwijk, the Netherlands registered in the Trade Register under number 63363399.
Principal: each natural person or (public law) legal person that applies at Size5Venues for an offer or concludes an agreement with Size5Venues.
Goods: all (im)movable goods that Size5Venues offers.
Delivery: the moment on which the delivery of goods has taken place according to the manner set forth in the agreement, or in case of assembly the moment on which Size5Venues declares in writing that the assembly has been completed.
- All special offers, designated offers etc. of Size5Venues are non-binding and can at all times be recalled, unless in the offer explicitly a term for acceptation has been given.
- The terms and delivery times stated by Size5Venues apply only by approximation and are never to be regarded as a fatal term. Exceeding of terms and delivery times, irrespective of the cause thereof, therefore does not oblige Size5Venues to compensation or any damage suffered by Principal or third parties.
- Size5Venues has the right to make use in the execution of the agreement of help persons or other third parties without that from that prior consent of Principal is required. These General Terms and Conditions are therefore also stipulated on behalf of and for the benefit of these help persons and third parties.
- All prices by Size5Venues stated are exclusive of turnover tax and stated in Euro, unless agreed otherwise.
- Payment of invoices must take place within 14 days after the date of the invoice, unless agreed otherwise.
- The right of Principal to set-off of possible claims on Size5Venues is explicitly excluded.
- When payment not has taken place within the set term, Principal is directly, without that a notification of default is required, in default and from that time also liable to pay the interest by law.
- If Size5Venues turns, after a default of Principal, to a third party in order to obtain payment of its invoices, then Principal is also liable to pay out-of-court collection costs in the amount of 15% of the amount of the invoice, inclusive of VAT and interest.
- In case the Principal concerns a natural person not acting in the exercise of an enterprise of profession, the height of out-of-court collection costs will be established on the basis of the table in the Dutch law collections Incassowet 2012 and is Principal firstly liable to pay these 14 days after sending of a summation to payment of the invoice.
- All payments received by Size5Venues firstly serve to payment of the due costs, subsequently of the due interest and the remainder to payment of the oldest not yet paid invoice, irrespective of the nature of the payment stated by the Principal.
- Size5Venues grants a warranty on goods delivered by it and assembly executed by it insofar it concerns defects to be imputed to Size5Venues that come to light during normal use and Principal has demonstrably executed preventive maintenance to the delivered goods, in accordance with the instructions provided by Size5Venues thereto. Wear and tear because of normal use, discolouration and vandalism are excluded from warranty.
- The warranty is valid from the day of delivery or assembly by Size5Venues for the duration as has been agreed.
- The warranty is in any case not applicable to defects in the delivered goods that are the consequence of improper assembly and/or installation, maintenance, repairs by third parties (otherwise than by help persons involved by Size5Venues) and by Principal self.
- Complaints about externally visible defects to the delivered goods must be brought within 2 working days after receipt or the goods be brought in writing to the knowledge of Size5Venues, in the absence of which Principal forfeits the right to proper compliance with the agreement or substituting compensation of damages.
- Notwithstanding the previous stipulation complaints over the delivered goods must no later than within 8 working days after Principal reasonably could have taken knowledge of the defects, be brought in writing to the knowledge of Size5Venues, in the absence of which Principal forfeits the right to proper compliance with the agreement or substituting compensation of damages.
- Complaints about invoices must have been submitted in writing to Size5Venues no later than within 5 working days after receipt of the invoice.
- If Principal has not submitted a reclamation within the aforementioned term and/or has not offered Size5Venues the opportunity to repair the defects, then the right or reclamation will be forfeited.
5. Other obligations Pricipal
- Principal ensures that all permits, exemptions and similar resolutions that are necessary to execute the agreement, have been obtained timely. Upon first request by Size5Venues these will be provided to it.
- Principal must inspect the delivered goods immediately after delivery for externally visible defects, dimensions, quantities etc. Except for proof to the contrary, a signature on the delivery slip or freight letter without note of protest as proof that the goods have been delivered without defects, in the correct dimensions and quantities.
- Principal safeguards Size5Venues from any claim from third parties to compensation of damages towards Size5Venues regarding the use of the goods delivered by Size5Venues, unless in these General Terms and Conditions or agreement it has been stipulated otherwise.
6. Limitation liability
- Size5Venues is never liable for indirect damage, including but not limited to consequential damage, missed profits, missed savings and damage by defective cooperation, information of materials of Principal.
- If Size5Venues is liable for direct damage as a consequence of an imputable shortcoming of Size5Venues, then that liability is limited to the maximum of the amount of the pay-out to be provided by the insurer of Size5Venues.
- If, for whichever reason, the insurer does not proceed to pay-out, then the liability or Size5Venues for direct damage as a consequence of an imputable shortcoming of Size5Venues is always limited to the amount of the invoice or the agreement already brought into account, with a maximum or € 7,500.
- Under direct damage shall solely be understood:
- reasonable costs for the establishment of the cause and the scope or the damage, insofar the establishment relates to damage in the sense of these General Terms and Conditions;
- possible reasonable costs made to let the defective performance of Size5Venues comply with the agreement, unless these cannot be imputed to Size5Venues;
- reasonable costs, made for the prevention or limitation of damage, insofar Principal demonstrates that these costs have led to limitation of direct damage as referred to in these General Terms and Conditions.
- This limitation or liability also applies for the benefit of help persons involved by Size5Venues in the execution of the agreement.
- In case of an illegal act by Size5Venues, Size5Venues is only liable for compensation of damage by death or bodily injury and the liability limited to the maximum of the amount or the pay-out is to be provided by the insurer of Size5Venues or reasonably, in view of customs applicable in the industry, should have been insured.
- The limitation of liability included in these General Terms and Conditions does not apply if the damage is due to wilful intent or gross fault of Size5Venues, its subordinates or help persons involved by it.
7. Force Majeure
- Under Force Majeure will be understood in these General Terms and Conditions and the agreement in addition to what in that regard is understood in the law and jurisprudence, all external causes, foreseen or not-foreseen, to which Size5Venues can exercise no influence, but because of which Size5Venues is not able to comply with the obligations. Molest, theft, fire and water damage, import and export impediments and government measures will be understood thereunder, all both within the enterprise of Size5Venues and at third parties, of whom Size5Venues must source the required materials, products in whole or in part for the execution of the agreement.
- Size5Venues is not liable for possible damage if its shortcoming is the consequence of Force Majeure.
- Size5Venues has also the right to claim Force Majeure, if the circumstance that impedes (further) compliance, emerges after Size5Venues should have complied with its obligations.
- To the extent that Size5Venues at the time of the emergence of Force Majeure by then partially has complied with its obligations from the agreement or shall be able to comply with these, and to the part complied with or to be complied with an independent value can be attributed, then Size5Venues is authorised to invoice separately the part complied with or to be complied with. Principal is obliged to pay this invoice as if it were a separate agreement.
8. Retention of property and risk
- Size5Venues remains the owner of the goods delivered or yet to be delivered for as long as Principal has not paid the counter performance of the agreement or similar agreement. Also Size5Venues remains the owner of the goods delivered or yet to be delivered for as long as Principal has not paid claims because of shortfall in the compliance, including also contractual fines, interest and costs.
- For as long as Size5Venues remains the owner on the basis of the aforementioned stipulation, Principal is not authorised to vest on the delivered goods a mortgage, (possession free) right of lien or to borrow against, lease or loan the goods. Principal is authorised to declare towards third parties that wish to vest such a right, that he is not authorised thereto.
- Principal must, upon first request of Size5Venues, enable it to take back the goods for as long as the property has not been transferred. All related costs are for the account and the risk of Principal.
- On the moment of delivery to Principal the risk for the delivered goods is transferred to Principal.
9. Intellectual property rights
- All rights of intellectual property with regard to the goods delivered by Size5Venues, belong at all times to Size5Venues respectively its suppliers, unless explicitly agreed otherwise in writing. Under intellectual property will be understood patent, copyright, brand, drawings and model rights and/or other (intellectual property) rights, as well as whether or not patentable technical and/or commercial knowhow, methods and concepts.
- It is explicitly forbidden for Principal to reproduce, disclose or exploit the goods of Size5Venues (as well as its suppliers) the one and the other in the broadest sense of the word, whether or not with involvement of third parties, whether or not after application of changes, except for the prior permission in writing of Size5Venues.
- Size5Venues safeguards Principal from any claim which is based is on an alleged infringement of intellectual property with regard to goods delivered by Size5Venues, under the conditions that:
- Principal notifies Size5Venues immediately in writing about the claim, leaves the defence entirely to Size5Venues, grants every cooperation hereto and by himself does not issue statements, make promises, and acknowledge rights or facts without prior permission in writing from Size5Venues.
10. Applicable law and competent court in case of disputes
- Solely the laws of the Netherlands apply to all agreements with Size5Venues, as well as to the disputes deriving there from.
- The stipulations of the Vienna Purchase Treaty are not applicable, or any (future) international regulation concerning the sale and purchase of movable good of which regulation the working can be excluded by parties.
- All disputes deriving from offers and agreements with Size5Venues, can solely be submitted to the competent court in the place of the seat of business of Size5Venues.