These general terms and conditions of sale and delivery also apply to additional orders and follow-up orders.
In the event of a discrepancy between the content of the different language versions of these general terms and conditions of sale and delivery, the text of the Dutch version will prevail over the translated text versions.
Article 1: Definitions
1.1 In these general terms and conditions, the following terms, if written with a capital letter, mean:
'Client': natural or legal person who comes into contact with Isydisplay in connection with a possible agreement to be concluded or has concluded an agreement with Isydisplay;
'Live Communication Event': a trade fair, exhibition, congress, event or other form of Live Communication;
'Terms and Conditions': these general terms and conditions;
'Agreement': agreement between Isydisplay and the Client on the basis of which Isydisplay carries out an Assignment on behalf of the Client;
'Assignment': all work that Isydisplay is required to perform for the Client under the Agreement, including the delivery of services and goods in the event of sale and/or rental;
'Side': Isydisplay or Client separately;
'Parties': Isydisplay and Client jointly.
Article 2: Applicability
2.1 The General Terms and Conditions apply to all offers and Agreements, as well as to all other legal relationships between the Parties in this regard.
2.2 The applicability of standard terms and conditions used by the Client is hereby expressly rejected.
2.3 Any deviations from or additions to the General Terms and Conditions are only valid if expressly agreed in writing by the Parties. The agreed deviations or additions only apply once. If another Agreement is concluded between the Parties at a later date, then the following applies:
the present version of the General Terms and Conditions.
2.4 If a provision of the General Terms and Conditions is null and void, is annulled or cannot be invoked by the Parties on other grounds, Isydisplay has the right to replace this provision by a valid and enforceable provision, whereby the purpose and intent of the original provision is taken into account as much as possible. In that case, the other provisions will remain in full force and effect.
Article 3: Quotations, conclusion of the Agreement and obligations of the Client
3.1 Unless the quotation states otherwise, all quotations are valid for 30 (thirty) days.
3.2 Quotations are made in writing.
3.3 The Agreement is only concluded if acceptance of the quotation takes place within the term referred to in paragraph 1 of this article and acceptance of the quotation has been reached Isydisplay.
3.4 If reservations and/or changes have been made in the acceptance compared to the quotation originally issued by Isydisplay, then the Agreement will only be concluded in derogation from the provisions of paragraph 3 of this article when Isydisplay has notified this in writing. to agree to reservations and/or deviations.
3.5 A description of the Assignment is part of the quotation. If the description offers options for the way in which the Assignment will be performed, the Client must inform Isydisplay before or upon acceptance of the quotation about the choice(s) it has made. If the Client has made his choice(s) known after acceptance of the quotation, this does not bind Isydisplay and Isydisplay is not liable for any damage resulting therefrom.
3.6 Any additional agreements or changes made later, as well as (verbal) promises by and/or agreements with subordinates and/or employees of Isydisplay, do not bind Isydisplay until and insofar as they have been confirmed in writing by Isydisplay.
3.7 The Client ensures that Isydisplay receives all useful and necessary information, documents and data that Isydisplay needs for the execution of the Assignment in a timely manner.
3.8 Isydisplay is not obliged to check the correctness of the orders and/or notifications, drawings, calculations, estimates, etc. of the Client and - insofar as applicable - the functional suitability of materials prescribed by or on behalf of the Client. The client guarantees that the information provided to Isydisplay is correct and complete. Drawings, calculations and estimates are always provided by the Client with the date on which they were issued by the Client. Shortcomings in the services of Facility Services that are the result of incorrect or incomplete information from the Client cannot be attributed to Isydisplay. The Client is liable for damage resulting from the fact that the information provided by the Client to Isydisplay is incorrect or incomplete. The Client indemnifies Isydisplay against any claim by third parties with regard to the use of drawings, calculations, estimates and other data provided by or on behalf of the Client.
3.9 If additional work is agreed upon after the Agreement has been concluded, the costs of the additional work will be calculated on the basis of the prices that applied when the Agreement was entered into, unless the prices thereafter pursuant to art. 5 of these Terms and Conditions have been changed, in which case the new prices will apply. Isydisplay confirms in writing that additional work has been agreed. Objections to the correctness of this written confirmation must be submitted to Isydisplay in writing or electronically within 8 (eight) days after it has been sent. If no objection is made within the stated term, the (correctness of) the written confirmation is deemed to have been accepted by the Client.
2: Applicability
2.1 The General Terms and Conditions apply to all offers and Agreements, as well as to all other legal relationships between the Parties in this regard.
2.2 The applicability of standard terms and conditions used by the Client is hereby expressly rejected.
2.3 Any deviations from or additions to the General Terms and Conditions are only valid if expressly agreed in writing by the Parties. The agreed deviations or additions only apply once. If another Agreement is concluded between the Parties at a later date, then the following applies:
the present version of the General Terms and Conditions.
2.4 If a provision of the General Terms and Conditions is null and void, is annulled or cannot be invoked by the Parties on other grounds, Isydisplay has the right to replace this provision by a valid and enforceable provision, whereby the purpose and intent of the original provision is taken into account as much as possible. In that case, the other provisions will remain in full force and effect.
Article 4: Cancellation or change
4.1 The Client can only change or cancel the Agreement if the intended change or cancellation is made known to Isydisplay within 8 (eight) days after the date on which the acceptance of the quotation by the Client has reached Isydisplay, if it makes this known to Isydisplay and Isydisplay in writing or via electronically agree to this change or cancellation.
4.2 In the event of full or partial cancellation of an Agreement by the Client, Isydisplay is authorized to charge the Client for all costs that it has already incurred in the context of its implementation, with a minimum of 20% of the total amount offered.
4.3 If an Agreement is changed at the request of the Client and in mutual consultation, Isydisplay is entitled to charge the extra costs caused by this change to the Client. The original agreed delivery time will no longer apply in the event of a change.
4.4 Isydisplay can only cancel a quotation or an Agreement if it has canceled the intended cancellation at the latest within 14 (fourteen) days after the date on which the quotation was issued, or within 8 (eight) days after the date on which the Agreement was concluded. , in writing or electronically to the Client.
4.5 In the event of partial cancellation, the remainder of the quotation or Agreement remains intact.
Article 5: Prices
5.1 The prices for the Assignment are the prices as stated in the quotation, unless circumstances arise after the conclusion of the Agreement but before the performance of the Assignment that lead to a change in the prices.
5.2 Unless otherwise stated in writing, Isydisplay's prices are:
- based on the level of purchase prices, freight costs, insurance premiums and other costs applicable at the time the offer is made;
- based on delivery from Isydisplay's registered address, warehouse or other storage location;
- based on the wages, salaries and social security charges applicable at the time the offer is made;
- based on the prices of raw materials and consumables applicable at the time of the quotation;
- based on the prices charged to Isydisplay by third parties at the time of the quotation;
- all costs that third parties charge to Isydisplay after the start of the Assignment and in the context of the Assignment, are for the account of the Client;
- exclusive of VAT and the import and export duties, other taxes, levies and duties introduced at that time at home and abroad;
- stated in euros. Any exchange rate changes will be passed on.
5.3 If a change in circumstances or an increase in one or more cost-determining factors occurs after the quotation has been made, Isydisplay is entitled to pass on this change to the Client. Isydisplay is only entitled to do so insofar as the increase in Isydisplay could not reasonably have been known at the time of the quotation. Isydisplay will announce a change to the agreed price in writing, stating the additional or reduced costs.
5.4 If Isydisplay increases the agreed prices as referred to in paragraph 3 of this article, the Client is authorized to dissolve the Agreement in whole or in part within 8 (eight) days after the date on which Isydisplay has notified this in writing by registered letter and therefore without judicial intervention. In that case, Isydisplay is not entitled to compensation. If Isydisplay has already partially fulfilled its obligations under the Agreement, it is entitled to invoice the already delivered or the deliverable part separately and the Client is obliged to pay this invoice.
5.5 In the case of composite quotations, there is no obligation to deliver part of the total performance against the amount stated for this part in the quotation or against a proportional part of the price stated for the whole.
Article 6: Costs and fees
6.1 If the quotation issued is not accepted and therefore no Agreement is concluded, Isydisplay can reimburse all costs it has incurred in preparation, for example but not exclusively for making photos, designs, models, models and drawings, at Charge the client. In that case, the Client is obliged to pay those costs to Isydisplay.
6.2 If an Agreement is concluded, the costs referred to in paragraph 1 of this article are included in the agreed price.
6.3 If no Agreement is concluded, but the Client wishes to make full or partial use of the design for implementation under its own management or by third parties, then this is only permitted if Isydisplay has given written permission for this and if the Client, in addition to pays Isydisplay a reasonable fee to be determined by Isydisplay for the costs referred to in paragraph 1 of this article.
Article 7: Delivery
7.1 The delivery of the agreed services and goods commences at the time stated in the quotation or in written confirmation as referred to in Article 3.4 of these General Terms and Conditions.
7.2 The delivery times specified by Isydisplay are not deadlines. The delivery times specified by Isydisplay are based on the working conditions applicable at the time of sending the quotation or the written confirmation as referred to in Article 3.4 of these General Terms and Conditions. If a delay occurs through no fault of Isydisplay, the delivery time will be extended to the extent necessary. The delivery time will also be extended if the delay on the part of Isydisplay has arisen as a result of the Client's failure to fulfill any obligation arising from the Agreement for the Client or of the Client's cooperation to be required.
Article 8: Inspection and completion of the Assignment
8.1 The Client is obliged to inspect whether the Assignment has been performed in accordance with the description of the Assignment. Isydisplay informs the Client orally, in writing or electronically when it expects that the Assignment will be completed in full and when the inspection will take place.
8.2 Complaints must be reported to Isydisplay without delay during the inspection. If the advertisement is considered to be correct, Isydisplay will proceed to repair within a reasonable period of time. After this, another inspection will take place in accordance with the provisions of paragraph 1 of this article.
8.3 The Assignment is considered completed if the Client fails to attend the announced inspection or if no complaints are reported during the inspection.
8.4 Complaints regarding a delivery or delivered goods must be reported to Isydisplay by registered letter within 8 days after receipt of the goods.
8.5 Complaints about invoices must also be submitted in writing within 8 days of the invoice date.
8.6 After expiry of the term or after commissioning, the other party is deemed to have approved the delivered goods or the invoice. In that case, complaints will no longer be considered.
8.7 Complaints do not suspend the other party's payment obligation.
8.8 Isydisplay must be given the opportunity to investigate the complaint.
8.9 Return of the delivered goods can only take place after prior written permission from Isydisplay, under conditions to be determined by Isydisplay.
8.10 If, after delivery, the nature and/or composition of the goods have changed, have been wholly or partly processed or processed, damaged or repackaged, any right to complain will lapse.
Article 9: Ownership
9.1 Unless otherwise agreed in writing, the goods delivered in the context of the execution of the Assignment remain the property of Isydisplay after completion of the Assignment.
9.2 Unless otherwise agreed in writing, the Client is obliged to return the items referred to in paragraph 1 of this article to Isydisplay at its own expense and at the latest within 12 (twelve) hours after the Live Communication Event has ended. The goods must be in the same condition as they were when they were delivered by Isydisplay.
9.3 If the Parties have agreed that the ownership of the goods delivered in the context of the Assignment will be transferred to the Client, the transfer of ownership will take place at the moment when the Client has fully complied with its (payment) obligations under the Agreement and all claims arising from failure to comply with this Agreement, including resulting damages, interest and costs.
9.4 During the period as referred to in paragraph 3 of this article, the Client is prohibited from alienating, pledging or otherwise encumbering, renting, lending or in any other way putting the goods delivered out of its control, except in in the course of its normal business operations. The client is obliged to keep the delivered goods with the necessary care and as recognizable property of Isydisplay. Furthermore, the Client is obliged to adequately insure the delivered goods during this period.
9.5 Isydisplay is entitled to immediately retrieve the delivered goods from the place where they are located, if the Client fails to fulfill its obligations as referred to in paragraph 3 of this article. The client will fully cooperate in this and irrevocably authorizes Isydisplay to enter all locations where the property of Isydisplay is located. All costs associated with the retrieval of those items will be borne by the Client. Isydisplay is also entitled to recover any damage to goods from the Client or to charge the Client for any decrease in value of goods.
9.6 If third parties assert rights to goods delivered by Isydisplay subject to retention of title or if the Client knows that third parties intend to assert its rights to the aforementioned goods, the Client will immediately inform Isydisplay of this in writing. The client is also obliged to inform the attaching party or third parties in writing that the products concerned are the property of Isydisplay and to provide Isydisplay with a copy thereof.
Article 10: Invoicing and payment
10.1 Unless otherwise agreed in writing, payment will be made within 14 (fourteen) days after the invoice date.
10.2 Isydisplay is entitled to demand full or partial advance payment of the agreed price from the Client. Payment of this advance must be made within the payment term stated on the invoice. As long as the requested advance payment has not been made, Isydisplay is not obliged to (further) execution of the Agreement.
10.3 Payment is made in euros, in a manner to be indicated by Isydisplay and without discount or set-off, unless a counterclaim is expressly acknowledged by Isydisplay or it has been irrevocably established in court.
10.4 If the payment obligation as referred to in paragraphs 1 and 2 of this article is not met in time, the Client will be in default by operation of law. isydisplay is
in that case entitled to suspend its obligations under the Agreement or to dissolve the Agreement in whole or in part. In addition, Isydisplay is entitled, without further notice or notice of default, to charge an interest of 1.5% per month on the amount due over the period in which the Client is in default, unless the applicable statutory (commercial) interest is higher, in which case that interest applies, whereby a part of a month is counted as a whole month.
10.5 Isydisplay's claim for payment by the Client is immediately due and payable as soon as:
a. The payment term has been exceeded;
b. The Client has been declared bankrupt or a request to that effect has been submitted or a suspension of payments has been requested;
c. Client (company) is dissolved or liquidated;
d. Client (natural person) requests to be admitted to the judicial debt rescheduling, is placed under guardianship or dies.
10.6 All judicial and extrajudicial costs incurred by Isydisplay as a result of the Client's non-compliance with its (payment) obligations will be borne by the Client.
Article 11: Risk
11.1 After completion of the Assignment, the delivered goods will be fully at the expense and risk of the Client. The risk transfers back to Isydisplay at the time of delivery by the Client to Isydisplay in accordance with the provisions of Article 9.2 of these General Terms and Conditions.
11.2 The Client is obliged to immediately inform Isydisplay of any loss, theft, loss or damage with regard to the goods delivered by Isydisplay in the context of the Assignment and is obliged to fully compensate the damage that has arisen to those goods, regardless of the cause. of them.
11.3 Unless expressly agreed otherwise in writing, the transport on delivery to Isydisplay as referred to in Article 9.2 of these General Terms and Conditions is at the expense and risk of the Client. In that case, Isydisplay's liability for any damage is limited to a maximum of
€ 100 per m³.
11.4 Goods of the Client, which are intended to be used in the execution of the Assignment, must be made available to Isydisplay by the Client in a timely manner at the address of Isydisplay or at the place where the Assignment must be completed by Isydisplay. The Client is liable for all damage that Isydisplay suffers as a result of not making the aforementioned items available, not timely or not properly, regardless of the cause.
11.5 The goods of the Client or of a third party in the case of rental, which are intended to be used in the execution of the Assignment, as well as the goods of the Client or a third party that are intended to be used in, on, on or near the delivered to be exhibited will only be transported by Isydisplay to the location of the Live Communication Event if this has been agreed in writing. The costs of this transport will be borne by the Client, unless otherwise agreed in writing.
11.6 The transport of the goods referred to in Article 11.5 of these General Terms and Conditions, including loading and unloading, is entirely at the expense and risk of the Client.
11.7 In the event that the Client's goods are transported by Isydisplay at the same time as the latter's goods, the Client is liable for all damage caused to goods, means of transport or persons employed by Isydisplay as a result of any defect in the Client's goods.
11.8 The stay of the items referred to in paragraphs 4 and 5 of this article in the room where the Live Communication Event takes place is entirely at the expense and risk of the Client.
11.9 The costs of packing and unpacking, assembly and disassembly of the goods referred to in paragraph 4 of this article are for the account of the Client.
11.10 If the storage of the goods acquired by the Client under Article 9.3 of these General Terms and Conditions is part of the Agreement, the storage of the goods will be entirely at the expense and risk of the Client. isydisplay
is not liable for damage suffered by the Client as a result of loss, theft or damage to the goods. The Client indemnifies Isydisplay against all claims from third parties with regard to any damage caused by the Client acquired in ownership and items in storage at Isydisplay.
Article 12: Liability
12.1 Isydisplay is only liable for damage suffered by the Client during or on the occasion of the execution of the Agreement up to a maximum of the amount that is paid out under its liability insurance in the relevant case.
12.2 Isydisplay is never liable for consequential damage of the Client. Consequential damage includes lost profits, losses suffered and costs incurred, as well as missed assignments and lost savings, damage due to production or business interruptions or stagnation.
12.3 Isydisplay is not liable for damage caused by its subordinates and/or third parties engaged in the execution of the Agreement for whom it is liable by law.
12.4 The Client's claim for compensation is only due and payable after the Client has fulfilled all payment obligations towards Isydisplay.
12.5 The Client indemnifies Isydisplay against all third-party claims with regard to goods delivered by Isydisplay to the Client, regardless of the cause or time of the damage.
12.6 The foregoing provisions are without prejudice to any liability under mandatory law.
Article 13: Intellectual property rights
13.1 Unless otherwise agreed in writing, Isydisplay retains all intellectual and/or industrial property rights to the offers made by it, designs, images, drawings, photographs, models, models and the like provided by it, regardless of whether the Client pays costs for their manufacture. have been taken into account. This information and matters may not be reproduced, copied, used or shown to third parties without the express prior written permission of Isydisplay.
13.2 The Client will never challenge or dispute the intellectual and/or industrial property rights of Isydisplay, nor attempt to register one or more of these rights or otherwise obtain protection of these rights in its favor.
13.3 The Client will inform Isydisplay immediately if it appears that a third party (possibly) infringes Isydisplay's intellectual property rights.
Article 14: Force majeure
14.1 Force majeure on the part of Isydisplay exists if Isydisplay is prevented from fulfilling its obligations under the Agreement as a result of circumstances that have arisen through no fault or sphere of risk of Isydisplay, even if these were present at the time of the conclusion of the Agreement. Agreement already in place. Force majeure includes, but is not limited to, war / threat of war, (threat of) terrorism, civil war, riot, revolution, molestation, fire, water damage, flooding, government measures, import and export barriers, defects in machinery, strike , company occupation, exclusion, limited transport options due to weather conditions and traffic disruption, suppliers and/or subcontractors of Isydisplay who do not or not timely meet their obligations, failures in the supply of energy and water in the company of Isydisplay and failure to comply with his commitment by the organizer of the Live Communication Event or by the operator of the designated location.
14.2 As soon as a circumstance as referred to in paragraph 1 of this article occurs or threatens to occur, Isydisplay will immediately inform the Client in writing, stating the expected consequences of that circumstance for the fulfillment of its obligations.
14.3 Isydisplay has the right to suspend the fulfillment of its obligations in the event and for the duration of a situation of force majeure. If the period of force majeure lasts longer than two months and fulfillment of the obligations under the Agreement by Isydisplay is therefore not possible, the Parties are authorized to dissolve the Agreement, without there being any obligation to pay compensation in that case.
14.4 If completion of the Assignment is delayed to such an extent as a result of force majeure that completion of the Assignment cannot take place before the opening of the Live Communication Event, the Parties are authorized to dissolve the Agreement. In that case, Isydisplay is entitled to reimbursement of the costs incurred by it.
14.5 If Isydisplay has already partially fulfilled its obligations under the Agreement at the start of the period of force majeure or can only partially fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the Client is obliged to pay this invoice. to fulfil.
Article 15: Applicable law and competent court
15.1 The Agreement and/or all agreements arising therefrom and/or other legal relationships between the Parties are governed by Dutch law.
15.2 The competent court in the district where Isydisplay is domiciled has exclusive jurisdiction to hear all disputes between the Parties. Disputes between two Facility Services Companies will be settled by the competent court in the district where the claimant has its domicile.
Article 16: Graphic work and prints
16.1 The other party is obliged to ensure that Isydisplay has access to all necessary information and documents in a timely manner. The documents and other documents to be reproduced
pieces must be in impeccable condition, failing which Isydisplay
is entitled to make the necessary adjustments at the expense of the other party in order to
to guarantee a perfect end result.
16.2 Isydisplay guarantees a color faithful reproduction for at least 90% by hand
of PMS, CMYK, RGB, RAL or other color proofs, working drawings and/or any other color reference material.
16.3 In the absence of further instructions by the other party, the execution technique,
positioning, reproduction and overall editing by Isydisplay as well
family man/merchant to be determined.
16.4 All (text) corrections, ancillary activities and additional activities which are not part
part of the agreement are performed as additional work at the applicable hourly rate.
16.5 Additional work must be agreed orally and/or in writing between Isydisplay and the other party
agreed upon and, if necessary, confirmed in writing.
16.6 If the time of completion of the work, to be agreed between the parties
changes or additions to the agreed work will be affected, will
Isydisplay will inform the other party as soon as possible.
