ARTICLE 1: GENERAL PROVISIONS
In these general terms and conditions
1. Contractor: Mirap BV, established in Heesch and registered with the Chamber of Commerce under number 768346626, which concludes the Agreement and applies these general terms and conditions.
2. Principal: the natural person or legal entity who enters into or wishes to enter into an Agreement with Contractor, as well as his representative(s), agent(s) or heirs.
3. Work: all work commissioned or carried out by the Contractor on any other basis. This mainly concerns the development, sale and organisation of events (off road events, training courses, demonstrations, group outings) and incentives.
4. Agreement: every verbal or written agreement between the Contracted Party and the Client, in which at least a description of the Work to be performed and a price are specified.
ARTICLE 2: APPLICABILITY
1. These general terms and conditions apply to: all offers, quotations, assignments, legal relationships and agreements, by whatever name, in which the Contractor undertakes or will undertake to perform Work for the Client, as well as to all Work arising from these for the Contractor.
2. These general terms and conditions also apply to agreements with Supplier, for the execution of which Supplier must involve third parties.
3. Deviations from, and additions to, these General Terms and Conditions shall only be valid if expressly agreed in writing.
4. The Contractor explicitly rejects the applicability of the Client's general terms and conditions.
5. The underlying assignment/Agreement -together with these general terms and conditions- represents the complete arrangements between the Client and the Contractor regarding the Work for which the Agreement has been concluded. All previous agreements or proposals made between the parties in this regard will lapse.
6. If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions or if a situation arises between the parties that has not been regulated in these general terms and conditions, the interpretation/assessment must take place 'in the spirit' of these general terms and conditions.
If the Contractor does not always require strict compliance with these general terms and conditions, this does not mean that the provisions thereof do not apply or that the Contractor would lose the right to require strict compliance with the provisions of these general terms and conditions in other cases.
8. If individual provisions contained in these general terms and conditions lose their effect, this will not affect the validity of the other provisions contained in these general terms and conditions. The provision in question shall cease to be valid and shall be replaced by a new provision to be determined by the Contractor that is legally permissible.
ARTICLE 3: CHOICE OF LAW AND FORUM
1. All Agreements between the Client and the Contractor to which these general terms and conditions apply are governed exclusively by Dutch law. This also applies if it concerns an Agreement with a Client located abroad.
2. All disputes relating to Agreements between the Client and the Contractor to which these general terms and conditions apply shall be settled by the competent court in the district where the Contractor has its registered office.
3. Contrary to the provisions of paragraph 2, the Client and the Contracted Party may opt for a different method of resolving disputes. Parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
ARTICLE 4: QUOTATIONS AND OFFERS - CONCLUSION OF AGREEMENT
1. All quotations and offers of Octrooibureau Novopatent shall be free of obligation, unless the quotation stipulates a period for acceptance.
2. All data and images included in price lists, brochures and/or advertising material are only approximate and cannot be a reason for compensation or dissolution.
3. Contractor cannot be bound by its quotations or offers if Principal can reasonably understand that the quotation or offer, or any part thereof, contains an obvious mistake or error in writing.
4. Each Agreement is in principle concluded and commences at the moment that the order confirmation signed by the Client is returned to the Contracted Party and has been signed. The confirmation will be deemed to reflect the Agreement accurately and completely. If an order confirmation has not been used, an Agreement will be concluded and commence at the moment that the parties agree in writing.
5. The parties shall be free to prove the conclusion of the Agreement by other means.
6. Each agreement shall be entered into for a definite period of time, unless it follows from the nature of the assignment given that it has been entered into for an indefinite period of time.
7. A compound quotation shall not oblige Contractor to perform part of the assignment at a corresponding part of the quoted price. Quotes or offers do not automatically apply to future orders.
8. The Contractor is entitled to demand a deposit upon entering into the Agreement.
ARTICLE 5: PRICES
1. All prices stated are exclusive of VAT and other government levies, any costs to be incurred within the scope of the agreement, including travel and accommodation, shipping and handling costs, unless stated otherwise.
2. If the activities concern the organisation of an event, the price shall, unless otherwise agreed, only include the provision of the material for and the supervision of the event on the day(s) determined for it. The costs related to the use of the accommodation and the facilities therein, sound system and means of communication, medical care, entertainment provided by third parties and/or (partial) events and the like shall be borne entirely by the Principal.
3. If the work concerns rental, the price shall only include the components stated in the quotation.
4. The costs of supplementing and/or amending the assignment or Agreement shall be borne by Client.
5. The prices quoted are based on the cost-determining factors at the time of the offer. Contractor reserves the right to pass on to Client all changes in those cost-determining factors, such as taxes, levies and import duties, purchase price, labour costs and transport costs, insurance premiums, currency exchange rates, etc., occurring after the date of the offer or order confirmation.
ARTICLE 6: PAYMENT
1. Within 8 days after entering into the Agreement, Client must make an initial down payment of 30% of the total invoice amount.
2. Any agreed deposit shall be paid no later than on the day of the agreed Work.
3. Unless otherwise agreed, and with the exception of the down payment referred to in paragraph 1, all invoices shall be paid no later than 14 days after the invoice date into a bank account to be indicated by the Contractor.
4. Upon entering into the Agreement, as well as before or during its execution, Contractor shall be entitled to demand a down payment or payment in advance.
5. The Contractor is entitled to demand sufficient security for the fulfilment of the Customer's payment obligation before, after or during the conclusion of the Agreement. In the absence of the required security, the Contractor is entitled, without prejudice to its other rights, to suspend the further performance of the Agreement with immediate effect and all amounts owed by the Customer to the Contractor on any account whatsoever will become due and payable immediately.
If Client has not paid within the specified period, or has not paid within the further agreed period, he will be in default by operation of law and without a further demand or notice of default being required, Contractor will be entitled to charge Client the statutory (commercial) interest on the invoiced amount from the due date until the date on which payment is made in full, all this without prejudice to Contractor's further rights.
7. All costs incurred as a result of judicial or extrajudicial collection of the claim shall be borne by the Client, even if these costs exceed the judicial order to pay the costs of the proceedings. The extrajudicial costs are set at a minimum of 15% of the amount to be claimed, with a minimum of €250.
If the Client is a natural person not acting in the course of a profession or business, the extrajudicial costs are hereby determined at:
- 15% of the amount of the principal sum of the claim over the first €2,500 of the claim;
- 10% of the amount of the principal sum of the claim over the next €2,500 of the claim;
- 5% of the amount of the principal of the claim over the next €5,000 of the claim;
- 1% of the amount of the principal of the claim over the next € 190,000 of the claim;
- 0.5% on the excess of the principal sum,
If the extrajudicial collection is effected by an authorised representative or adviser, these amounts shall be increased by the turnover tax payable by the Contractor to his authorised representative or adviser on the extrajudicial collection costs.
ARTICLE 7: CANCELLATION AND AMENDMENT OF AGREEMENT
1. Unless explicitly agreed otherwise, the Client is authorised to cancel the Agreement by means of a written notification to that effect addressed to the Contractor.
2. In the event of cancellation by Client, Client shall owe Contractor an amount equal to:
50% of the agreed price if the cancellation takes place no later than three calendar months before the (first) day of the agreed Work.
75% of the agreed price if the cancellation takes place no later than one calendar month before the (first) day of the agreed Work.
100% of the agreed price if the cancellation takes place within one calendar month before the (first) day of the agreed Work.
30% of the agreed price in all other cases.
3. Unless otherwise agreed in writing, the Client is not authorised to change the date of an event once booked. Alteration of this date by the Client shall in that case be regarded as a cancellation of the agreement. The provisions of this article shall apply.
ARTICLE 8: OBLIGATIONS OF THE CLIENT
1. The Client may not make the material made available by the Contracted Party available to others without prior written permission, except insofar as this relates to normal use by participants in the agreed event. The Client may only use the material in accordance with the agreed purpose and may not make any changes to or in the material. The Principal shall take all reasonable measures to prevent damage to or loss of the material made available.
2. Damage to and/or loss of the material as a result of injudicious or careless use, or use other than that agreed upon by the Client or participants, will be at the expense of the Client. However, if the Contracted Party does not take care of the supervision of the event, damage to and/or loss of the material shall in all cases be at the expense and risk of the Client from the moment of handover, i.e. no later than the moment of arrival of the material on location, until the moment of return, including any dismantling. The damage and/or loss must be compensated on the basis of the new price of the goods concerned.
3. Principal will check the material meticulously for any imperfections without delay and report any identified imperfections to Contractor without delay. Imperfections which could not have been discovered during a careful check, but which are discovered afterwards, must be reported to Contractor without delay. The aforementioned reports must be made in writing. The Contractor will remedy any shortcomings reported in time by completing or - at the Contractor's discretion - repairing or replacing the work, insofar as the time remaining until the start of the (relevant part of the) event is reasonably sufficient to do so. The Client shall adjust this time or agree to adjustment insofar as this can reasonably be required of him. Only those imperfections that have been reported on time in accordance with the above shall constitute grounds for dissolution of the Agreement by the Client, but only if the Contracted Party, after having been reminded to do so, has not succeeded in removing the imperfections to an acceptable extent within a reasonable period and furthermore only insofar as the Client cannot reasonably be expected to maintain the Agreement.
5. After the conclusion of the event - or if another time has been agreed, at that time - the Client shall immediately make the material available to the Contractor in its entirety and in the condition in which it was handed over or made available by the Contractor, subject to normal wear and tear. For each day that Principal fails to make the material available to us in accordance with the provisions of the preceding sentence, he shall forfeit a penalty of 10% of the agreed price, without prejudice to our right to compensation in accordance with the law, which compensation shall be at least equal to the amount that Principal would have owed us under the Agreement for the period in question. In this connection, a part of a day shall count as a full day.
5. If payment of a deposit has been agreed, Contractor shall be entitled to set off all that it has to claim from Principal from or in connection with the material against the deposit received from him. If settlement takes place before the material has been made available to Octrooibureau Novopatent in full, Octrooibureau Novopatent may demand that the deposit be replenished. The Contractor does not owe any interest on the deposit and is only obliged to repay the deposit or the remainder of it after it has been reasonably established that they no longer have or will have any claim on the Principal.
6. If for one of the agreed activities it is required that the participants have a valid Dutch driving licence, Client guarantees its presence.
7. During the events, participants are not allowed to consume alcohol.
8. If the Agreement (also) includes the renting of an accommodation, Main Contractor is obliged to make the accommodation available to Supplier in the same condition as it was made available to Main Contractor by Supplier.
9. If the Agreement (also) includes the renting of an accommodation, Main Contractor shall be obliged to make the accommodation available to Supplier in a clean and tidy condition.
ARTICLE 9: RIGHTS AND OBLIGATIONS OF THE COMMISSIONEE
1. The Contractor is obliged to make every effort to provide the agreed event in the agreed manner.
2. The Contractor is not responsible for parts of the event to be provided by third parties, the accommodation and associated facilities and the medical care.
3. In so far as the character of the event is not affected thereby, the Contractor is entitled to omit parts of the programme or to provide them in a different order. If it is agreed that the Contractor shall not provide the support for the event, the Contractor shall only be obliged to make the material available to the Client in good time on the (first) day of the event, unless otherwise agreed. In particular, unless otherwise agreed, the Contractor is not obliged to take care of the assembly and disassembly of the equipment.
ARTICLE 10: FORCE MAJEURE
1. Contractor shall not be obliged to fulfil any obligation towards Client if he is prevented from doing so as a result of force majeure.
2. In these general terms and conditions, force majeure means any failure not attributable to the Contractor because it cannot be attributed to its fault and is not for its account pursuant to the law, a juristic act or generally accepted practice.
3. In addition to the provisions of paragraph 2, force majeure on the part of the Contractor shall in any case also include the situation in which, after the Agreement has been concluded, it is prevented from fulfilling its obligations arising from the Agreement or from fulfilling its obligations arising from the Agreement.
4. preparation for its performance as a result of adverse weather conditions, fire, water damage, flooding, strikes, sit-down strikes, lockouts, import and export restrictions, government measures, defective machinery, disruptions in the supply of energy, staff sickness, all this both in the Contractor's business and in the businesses of third parties from whom the Contractor must obtain all or part of the materials required or who arrange (partial) events, as well as in storage or during transport, whether or not under their own management, and furthermore due to all circumstances and/or causes beyond the Contractor's reasonable control.
5. Without prejudice to its other rights, Contractor will be entitled in the event of force majeure to suspend performance of the Agreement, at its own discretion, or to dissolve the Agreement without judicial intervention, by notifying Principal hereof in writing and without Contractor being liable for any compensation, unless this would be unacceptable according to standards of reasonableness and fairness in the given circumstances.
6. Insofar as the Contractor has already partially fulfilled its obligations arising from the Agreement or will be able to fulfil them at the time when the force majeure occurs, and insofar as independent value can be attributed to the part already fulfilled or still to be fulfilled respectively, the Contractor will be entitled to invoice the part already fulfilled or still to be fulfilled respectively. Principal is obliged to pay this invoice as if it were a separate Agreement.
ARTICLE 11: LIABILITY
1. Except in the event of intent and/or gross negligence, Provider shall never be liable for any damage, in whatever form, suffered by Principal, participants and/or third parties as a result of the execution of the Agreement.
2. The Client indemnifies the Contracted Party against all claims from third parties that are directly or indirectly related to the fulfilment of the Agreement. Main Contractor will indemnify Main Contractor in particular against claims from third parties due to damage caused by Main Contractor's provision of incorrect or incomplete information.
3. Non-appearance or late arrival of participants or otherwise reduced participation is entirely at the expense and risk of Principal.
4. If it transpires that the Contractor is liable to the Client, the liability of the Contractor is limited to the amount of the invoice value of the Agreement, or at least to that part of the Agreement to which the liability relates.
5. The Contracted Party's liability will be limited to the amount paid out by the Contracted Party's liability insurer in the case in question, increased by any excess possibly to be borne by the Contracted Party under the insurance policy. If, for whatever reason, the liability insurer declines to pay out, the Contracted Party's liability will be limited to the value referred to in the previous paragraph.
6. The Contractor can in no way be held liable for damage caused by or in connection with components of the agreed event to be provided by third parties.
7. If the Contractor can invoke the provisions of these General Terms and Conditions, then any employees and/or subordinates, including event supervisors, who may be held liable can also invoke them, as if they were parties to the Agreement.
8. Contractor shall at all times be entitled, if and in so far as possible, to remedy or limit the damage of Client by repairing or improving the defective product.
ARTICLE 12: EXPIRY PERIOD
Unless stipulated otherwise in these general terms and conditions, rights of action and other powers of the Client on whatever account vis-à-vis the Contractor in connection with the performance of Work by the Contractor lapse in any event one year after the Client became aware or could reasonably have become aware of the existence of these rights and powers. This period does not relate to the possibility of submitting a complaint to the body/bodies designated to handle complaints and/or the Dispute Adjudication Board.
ARTICLE 13: SUSPENSION AND DISSOLUTION
1. Contractor shall be entitled to suspend the fulfilment of all its obligations until such time as all due and payable claims against Client have been settled in full.
Octrooibureau Novopatent shall be authorised to suspend the fulfilment of its obligations or to dissolve the Agreement if the Client fails to fulfil its obligations arising from the Agreement, or fails to fulfil them in full or in good time, or if circumstances come to the knowledge of Octrooibureau Novopatent after the Agreement has been concluded which give it good reason to fear that the Client will not fulfil its obligations, if, upon entering into the Agreement, the Principal was requested to provide security for the fulfilment of its obligations under the Agreement and this security is not provided or is insufficient or if, due to a delay on the part of the Principal, the Contractor can no longer be required to fulfil the Agreement under the terms originally agreed upon.
3. Contractor is also authorised to dissolve the Agreement if circumstances arise which are of such a nature that fulfilment of the Agreement is impossible or if other circumstances arise which are of such a nature that the unaltered maintenance of the Agreement cannot reasonably be required of Contractor.
4. If the Agreement is dissolved, the Supplier's claims against the Client become due and payable immediately. If the Contractor suspends fulfilment of its obligations, it will retain its claims under the law and the Agreement.
5. If Contractor proceeds with suspension or dissolution, it shall not be liable in any way whatsoever for compensation of damage and costs arising as a result.
6. If the dissolution is attributable to Principal, Contractor shall be entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
7. If the Customer does not fulfil his obligations arising from the Agreement and this non-fulfilment justifies dissolution, the Contractor is entitled to dissolve the Agreement immediately and with immediate effect, without any obligation on his part to pay any compensation or indemnification, while the Customer, by virtue of default, is obliged to pay compensation or indemnification.
ARTICLE 14: TERMINATION
In the event of liquidation, of (a request for) suspension of payments or bankruptcy, of attachment - if and to the extent that the attachment has not been lifted within three months - at the expense of the Principal, of debt restructuring or any other circumstance as a result of which the Principal can no longer freely dispose of its assets, the Contractor is free to terminate the Agreement at once and with immediate effect or to cancel the order or the Agreement, without any obligation on its part to pay any compensation or indemnification. The Contractor's claims against the Principal shall, in that case, be immediately due and payable.
ARTICLE 15: LOCATION AND AMENDMENT OF GENERAL TERMS AND CONDITIONS
- These General Terms and Conditions have been filed with the Chamber of Commerce under number 70038279
- At Client's request, a written copy of these general terms and conditions will be sent free of charge. The general terms and conditions can also be consulted on www.adventureexperienec.events.
- The most recently filed version or the version that applied at the time the legal relationship with Contractor was entered into shall always apply.
- The Dutch text of the general terms and conditions shall always be decisive for the interpretation thereof.
MiRap BV h.o.d.n. Adventure Experience Events
Ruitersweg-west 31, 5384 VA, Heesch
Managing Director: R.G.M. van Seumeren
Chamber of Commerce: 76834662