Terms and Conditions

1. General

1.1 These terms and conditions apply to all deliveries, sales, services and other legal relationships made or entered into by Spectaculis Nederland, hereinafter referred to as "Seller", to or with a third party, hereinafter referred to as "Buyer".

1.2 A general reference by the Buyer to other general terms and conditions does not lead to their applicability. The applicability of any general terms and conditions of the Buyer is expressly rejected by the Seller.

1.3 Agreements contrary to or in addition to these terms and conditions are only valid if and insofar as they have been confirmed in writing by the Seller and then only for the relevant transaction.

2. Offer

2.1 General offers or (price) quotations from the Seller in catalogues, brochures, etc. are not binding. An individual quotation to the Buyer shall only be binding on the Seller if it is made in writing and if the Buyer accepts it in writing before the expiration date stated therein. Offers from the Seller are always without obligation and can only be accepted without deviations.

2.2 An agreement between the Buyer and the Seller is only concluded if and insofar as the Seller accepts an order from the Buyer in writing or the Seller carries out an order, unless the Buyer proves by other means that the Seller has fully and unconditionally accepted the order from the Buyer. The seller has the right not to accept orders or to accept them only on the condition that the shipment takes place after payment in advance.

3. Prices

3.1 The agreed prices are exclusive of turnover tax, other levies imposed by the government and including the normal packaging costs.

3.2 Prices of individual offers are exclusively binding for these individual offers.

3.3 For repair work other than those referred to in art. 7, the repair rates (regarding labor and material) applicable at the time of delivery of the goods are due. If repair is not possible or is not carried out at the request of the Buyer, investigation and administration costs are due.

3.4 Unless otherwise agreed, special packaging or packaging on the Buyer's prescription is at the expense of the Buyer.

3.5 The seller is entitled to increase the agreed price if one or more of the following circumstances occur after the conclusion of the agreement: increase in the cost of materials, semi-finished products or services required for the execution of the agreement, increase in shipping costs, of wages, of employer's contributions and social insurance, of the costs associated with other employment conditions, the introduction of new and increase of existing government levies on raw materials, energy or residuals, a significant change in exchange rates or, in general, circumstances that are comparable are.

3.6 If the Buyer is an entrepreneur established outside the Netherlands and the goods must be exported from the Netherlands (in the context of an intra-Community delivery or other foreign delivery), the Buyer guarantees that it is properly registered for turnover tax in the relevant country. that applies. Unless otherwise agreed in writing, the Buyer indemnifies the Seller against damage resulting from invoices that are incorrectly based on a zero rate.

3.7 Despite the great care with which catalogs and other mailings have been compiled, the Seller cannot accept any liability for incorrect information or prices. The Buyer cannot derive any obligations from the Seller from this.

3.8 For printed matter, extra laborious text, unclear copy, unclear sketches, drawings or models, faulty information carriers, faulty computer software or data files, faulty method of delivery of the materials or products to be supplied by the Buyer and all similar supplies by the Buyer that the Seller necessitates more work or costs than could reasonably be expected when entering into the agreement, are grounds for an increase in the agreed price. Extraordinary or reasonably unforeseeable processing difficulties arising from the nature of the materials and products to be processed are also grounds for increasing the agreed price.

3.9 The seller is entitled to increase the agreed price or obliged to decrease the price if the client makes changes to the originally agreed specifications, including author's corrections or changed instructions after receipt of working drawings, models and typesetting, printing and other proofs. The seller will cooperate with these changes within reasonable limits, if the content of the performance to be performed by him does not deviate substantially from the originally agreed performance.

4. Delivery/Execution

4.1 The risk of the goods passes to the Buyer at the moment that the goods are presented for receipt at the address specified by him.

4.2 The seller reserves the right to deliver and invoice ordered goods in partial shipments as well as goods manufactured to special order up to a delivery less than 10%.

4.3 Agreed or specified delivery times can never be regarded as deadlines, but as an indication, unless expressly agreed otherwise. The seller, even with an agreed deadline, is only in default after the buyer has given him written notice of default.

4.4 The binding of the Seller to an agreed deadline lapses if the Buyer wishes changes in the specifications of, for example, printed matter or if the Buyer does not immediately answer the Seller's questions. Seller is then, without prejudice to the rights accruing to him by law, authorized to suspend fulfillment of the agreement.

4.5 The Buyer bears the risk of misunderstandings with regard to the content and performance of the agreement if these are caused by specifications or other communications not communicated by the Buyer in time or in full or other communications that are made orally or by any technical means such as telephone, fax and similar transmission media have been transmitted by a person designated by the Buyer for that purpose.

4.6 Shipping costs and the conditions for postage paid delivery are stated on our website www.spectaculis.nl. For deliveries outside Europe, the shipping costs are for the account of the Buyer. The acceptance of goods by the Buyer from the carrier serves as proof that they were in good external condition at the time of delivery, unless the contrary appears from the consignment note or receipt.

4.7 The buyer is obliged to take receipt of the goods upon delivery. If the Buyer does not receive the goods to be delivered by the Seller, the goods will be returned at his expense and risk. If the Buyer, despite a summons from the Seller, has not collected the goods within three months and at his own expense, the Seller has the right to hold the Buyer liable for any loss. The Buyer is at all times obliged to reimburse the (additional) shipping and administration costs incurred by the Seller.

4.8 If the delivery is postponed or accelerated at the request of the Buyer, the Buyer is obliged to reimburse the associated costs.

4.9 The supplier is not charged with storing the goods to be delivered, unless this has been expressly agreed. If storage takes place, this is at the expense and risk of the buyer.

5. Retention of title

5.1 The Seller retains ownership of all goods delivered or to be delivered to the Buyer under the agreement, until full payment of the consideration owed by the Buyer to the Seller for the relevant goods or work also performed or to be performed under such an agreement, as well as until full payment of claims for failure to comply with such agreements.

5.2 All items manufactured by the Seller, such as means of production, semi-finished products and aids and especially typesetting, design drawings, models, working and detail drawings, information carriers, computer software, data files, photographic recordings, lithographs, clichés, films, micro and macro montages, printing plates, screen printing forms, intaglio printing cylinders , cutting dies and moulds, foil embossing moulds, stamping plates and peripheral equipment remain the property of the Seller, even if these are stated as a separate item in the offer or on the invoice. If the Seller and the Buyer agree that these items will be kept by the Seller, this will be for a maximum period of one year and without the Seller guaranteeing their suitability for repeated use. The Seller also remains, unless otherwise agreed in writing, the owner of the copyright that may arise on the works produced by him in fulfillment of the agreement. Insofar as no copyright or other rights exist for the Seller in this regard, typesetting, design drawings, models, working and detailed drawings, information carriers, computer software, data files, photographic recordings, lithographs, clichés, films and similar production and aids may not be reproduced in any production process without Seller's written permission.

5.3 The delivered goods can be resold or used by the Buyer in the context of its normal business operations, but cannot serve as security in any form whatsoever (including pledging) for third-party claims.

5.4 The Buyer undertakes, at the Seller's first request, to establish an undisclosed right of pledge on all claims against third parties resulting from the delivery to those third parties of goods subject to the retention of title referred to in 7.1 and to perform all actions required for this purpose. Any associated costs will be borne by the Buyer.

5.5 All intellectual property rights with regard to the goods delivered and work performed by the Seller, including the drawings and calculations made and the related information, data and know-how, (remain) vested in the Seller. Without the explicit prior written permission of the Seller, the Buyer is not entitled to disclose, reproduce, edit or otherwise transfer it.

5.6 Without prejudice to Art. 7.5. stated, the Buyer is not entitled to remove, damage and/or change the brands, as well as the type or identification numbers or signs, that have been affixed to the goods delivered by the Seller, including the packaging.

6. Payment

6.1 Unless agreed otherwise in writing, payment for delivered goods and/or services must be made to the bank account of the Seller as stated on the invoice, or as made known by him to the Buyer in any other way.

6.2 The Buyer is not authorized to make any other set-off than to which it is entitled by law.

6.3 The seller will provide the invoices digitally/electronically via e-mail. If the Buyer wishes to receive the invoice by post, the Seller is entitled to charge costs for this.

6.4 Unless agreed otherwise, the Buyer shall pay the Seller the invoice amount for goods and services delivered within twenty-one days after the invoice date without being able to invoke any discount, set-off or suspension.

6.5 In the event of an agreed delivery in parts, after delivery of the first part, the Seller is entitled, in addition to the payment of this part, to also request payment of the costs incurred for the entire delivery, such as those of, for example, typesetting, lithographs and proofs.

6.6 If the Seller has granted discounts to the Buyer, the Buyer is entitled to have these discount amounts deducted from the price, unless payments are not made on time.

6.7 If the payment term is exceeded, the Buyer will be in default without any notice of default being required and will owe statutory interest from the due date. The Seller is authorized to charge one-twelfth of this interest for each month or part of a month in which the Buyer has not fully fulfilled its payment obligation. In that case, the Seller also has the right to charge the Buyer for any extrajudicial and judicial (collection) costs incurred by the Seller. The extrajudicial costs are set at a minimum of 15% of the principal sum with interest with a minimum of € 100.00.

6.8 Payments made by the Buyer will first be used to pay those claims that the Seller may have against the Buyer in respect of which the Seller has not made a retention of title, then to pay all interest and costs owed and finally to pay the longest outstanding invoices, one and otherwise, even if the Buyer states that the payment relates to a specific claim or invoice.

6.9 If the Buyer exceeds a payment term, the Seller has the right to demand payment in advance for subsequent deliveries.

6.10 If, for whatever reason, the Seller postpones the performance of any performance to the Buyer, the new term will always have a fatal character.

7. Returns/Complaints

7.1 The Buyer is entitled to return the goods delivered to it by the Seller within fourteen days of receipt thereof. The Buyer is not entitled to a return if the goods in question do not belong to the Seller's standard range (as included in the catalog valid on receipt) or if return, in any way whatsoever, is excluded. The Seller only accepts returned goods if and insofar as they have been delivered to the address specified by the Seller in the original packaging and in the condition in which the Seller had delivered these goods to the Buyer. At the request of the Buyer, the Seller can collect the goods to be returned from the place where they were delivered by the Seller. The Seller is entitled to pass on the costs of the transport to the Buyer.

7.2 Complaints by the Buyer can only be made with regard to missing or non-ordered goods as well as with regard to externally observable defects in goods or services performed. Complaints must be made in writing and within 14 days after receipt of the goods by the Buyer. After the expiry of this term, the Buyer is deemed to have approved and accepted the delivered goods. The delivery is in any case considered to be sound if the Buyer has taken the delivered goods or a part thereof into use, or has delivered them to third parties. In the event of missing or non-ordered goods, the Buyer must enclose the consignment note or the packing list, on which the shortcomings are indicated, with the above-mentioned letter. In the event of externally observable defects in goods, the Seller has the option of replacing, repairing or taking back the relevant goods against crediting the Buyer. If the stated period is exceeded, any right of the Buyer to complain will lapse. The seller will only accept returned goods if and insofar as he has agreed to the return in advance.

7.3 Complaints regarding goods belonging to a partial shipment have no influence on previous and subsequent partial shipments that are part of the same order.

7.4 Minor, commercially usual or technically unavoidable deviations and differences in quality, colour, size or finish cannot constitute grounds for a complaint.

7.5 Complaints from the Buyer under this article do not affect its payment obligations towards the Seller.

8. Guarantee

8.1 With due observance of the provisions of this article, the Seller guarantees that the goods delivered by him are free of manufacturing or material defects. The Seller has the option of replacing, repairing or taking back the defective goods against the Buyer's credit.

8.2 Unless agreed otherwise, the warranty period is twelve months from the day of delivery to the Buyer.

8.3 With regard to repair work to be performed by the Seller, the Seller guarantees that the relevant work will be performed to the best of its ability.

8.4 Buyer's claims under this article are only valid after submission of the original invoice and do not affect his payment obligations towards the Seller.

8.5 Shipment of goods in respect of which a warranty claim is made takes place at the expense and risk of the Buyer and after prior consultation with the Seller.

8.6 In any case, the guarantee does not cover defects that occur, either wholly or partly as a result of:

- failure to observe the instructions in the user manual and the assembly instructions;

- normal wear and tear; non-attributable shortcoming

-repair or other work on the goods carried out by third parties, including the Buyer;

- use for other than normal purposes;

- use in an aggressive environment;

- any calamity coming from outside;

- damage to the exterior of the delivered goods.

8.7 If the Buyer does not, not properly or not in time, fulfill any obligation arising from the agreement(s) concluded with the Seller, then the Seller is not bound by a guarantee.

9. Liability

09.1 Without prejudice to the provisions of art. 9 or 10, the Seller is only liable for damage to or caused by the Seller to goods delivered to the Buyer or services provided for the Buyer or due to shortcomings in the performance of the agreements concluded with the Buyer up to a maximum of the purchase price of the relevant item, unless there is of intent or gross negligence on the part of the Seller. The liability is in any case always limited to the amount of the payment from the Seller's insurer.

09.2 The Seller is not liable for damage of any nature whatsoever that arises because or after the Buyer has taken the manufactured goods into use, modified or processed them, delivered them to third parties, or caused them to be used, edited or processed or to third parties. has delivered. Seller is not liable for consequential damages.

09.3 If the Seller is held liable by a third party for any damage for which it is not liable under the agreement with the Buyer or these terms and conditions of delivery, the Buyer will fully indemnify it in this respect and the Seller will reimburse all that it owes this third party. must comply.

10. Non-attributable shortcoming

10.1 Shortcomings of the supplier in the performance of the agreement as a result of war, mobilization, riots, flooding, closed shipping, other obstructions in transport, stagnation in, or limitation or cessation of supply by public utilities, lack of gas, petroleum products or other means of energy generation, fire, machine breakdown and other accidents, strikes, lockouts, actions by trade unions, export restrictions, other government measures, non-delivery of necessary materials and semi-finished products by third parties, willful misconduct or gross negligence of auxiliary persons and other similar circumstances. regarded as not attributable to the supplier and do not entitle the Buyer to dissolve the agreement or to compensation.

10.2 In the event of a non-attributable shortcoming, the Seller has the right to suspend the performance of the agreement as long as the situation in which the non-attributable shortcoming continues, or, if the non-attributable shortcoming has continued for one month, to terminate the agreement in whole or in part without judicial intervention. , without being obliged to pay compensation.

11. Dissolution/Cancellation

11.1 The Buyer is entitled to cancel an agreement before the Seller has commenced the performance of the agreement, provided that it compensates the damage incurred by the Seller as a result. This damage includes the losses suffered by the seller and loss of profit and in any case the costs that have already been incurred by the seller in preparation, including those of reserved production capacity, purchased materials, invoked services and storage.

11.2 In case of (provisional) suspension of payment, bankruptcy, shutdown or liquidation of the Buyer's company, legal merger of Buyer, or in case a substantial part of the control of Buyer changes, all agreements with Buyer will be dissolved by operation of law , unless the Seller notifies the Buyer within a reasonable period of time that it wishes compliance with (part of) the relevant agreement(s), in which case the Seller is entitled, without notice of default:

- suspend the execution of the relevant agreement(s) until payment has been sufficiently secured; and/or

- suspend any and all obligations towards the Buyer;

All this without prejudice to the Seller's other rights under any agreement with the Buyer and without the Seller being obliged to pay any compensation.

11.3 If the Buyer does not properly or within a set period or otherwise not timely fulfill any obligation that may arise for it from any agreement, the Buyer will be in default and the Seller will be entitled, without notice of default:

- suspend the execution of that agreement and directly related agreements until payment has been sufficiently secured; and/or

- dissolve that agreement and directly related agreements in whole or in part;

- All this without prejudice to the Seller's other rights under any agreement with the Buyer and without the Seller being obliged to pay any compensation.

11.4 In the event of an event as referred to in paragraph 1 or paragraph 2, all claims of the Seller against the Buyer and the said claims under the relevant agreement(s) are immediately due and payable and the Seller is entitled to return the relevant goods. to take. In that case, the Seller and its authorized representative(s) shall be entitled to enter the Buyer's premises and buildings in order to take possession of the goods.

11.5 The applicability of Article 6:278 of the Dutch Civil Code is expressly excluded if the Seller dissolves any agreement with the Buyer or otherwise gives an impetus to undo it as referred to in Article 6:278 paragraph 2 of the Dutch Civil Code.

12. Applicable law

12.1 Dutch law applies to all agreements between the Seller and the Buyer to which these terms and conditions apply and all disputes that may arise therefrom or are related thereto.

12.2 Disputes relating to these terms and conditions or agreements to which these terms and conditions apply will be settled by the Dutch court.

13. Partial Invalidity

13.1 If one or more provisions of these terms and conditions are or become null and void, this will not affect the validity of the other provisions. In the event of the invalidity of a provision, the Buyer and the Seller will be bound by a provision that is as similar in effect as possible, which is not subject to nullification.

Lelystad, April 2023