GENERAL TERMS AND CONDITIONS OF ROLIGHT THEATERTECHNIEK B.V.

Admiral Staging is a brand name of Rolight Theatertechniek B.V.

Article 1 – Applicability

1.1    These general terms and conditions apply to all offers, agreements and deliveries of Rolight Theatertechniek B.V., established in Enschede ("Rolight").

1.2    Deviations from these general terms and conditions are only valid if Rolight has confirmed them in writing. The client's general terms and conditions are expressly rejected.

1.3    Rolight may unilaterally amend or supplement these general terms and conditions, even during the term of an agreement.

Article 2 – The offer and the agreement

2.1    Any offer made on behalf of Rolight is entirely without obligation and may be withdrawn by Rolight as long as the offer has not yet been accepted.  

2.2    The client can only derive rights from Rolight on the basis of an offer or agreement, and Rolight is only bound to a client if and after Rolight has sent a written order confirmation to the client. The order confirmation is considered a correct and complete representation of the agreement.  

Article 3 – Price

3.1    The prices offered and/or agreed are in Euros and exclude taxes, packaging, import and export duties, security, customs clearance and insurance costs, taxes or other levies, costs of assembly and/or testing and/or commissioning and transport costs, unless otherwise agreed in writing.   

3.2    Rolight is authorised to adjust the specified or agreed price – even during the term of an agreement – by means of a written notification.

3.3    Rolight is authorised to invoice in instalments.    

Article 4 – Obligations

4.1    Payments must be made no later than thirty (30) days after the invoice date, by transfer to Rolight's bank account.  

4.2    The interest rate is 12.5% per annum or the statutory commercial interest rate pursuant to Article 6:119a of the Dutch Civil Code, whichever is higher.  

4.3    Collection costs amount to 15% of the invoice amount with a minimum amount of EUR 100,00. Rolight is authorised to charge the actual costs incurred if these are higher.

4.4    The client is not entitled to invoke suspension, suspension for set-off or set-off of any obligation under this agreement against Rolight.

4.5    Rolight is entitled to demand advance payment and/or any other form of security for the fulfilment of the obligations from the client at any time. 

Article 5 – Delivery

5.1    The delivery period commences once Rolight has received all necessary information and (advance) payments. 

5.2    Rolight is authorised to deliver in parts.  

5.3    Delivery times are indicative and never binding. Exceeding the delivery time does not entitle the customer to compensation or termination of the contract. 

5.4    If the delivery time is exceeded, Rolight will inform the client in writing of the estimated period by which the delivery time will be extended. 

5.5    For special orders and bespoke items, parts are made to measure. In such cases, goods cannot be returned. The order confirmation will state whether parts are classified as special orders or bespoke items. 

Article 6 – Transport and insurance

6.1    Delivery of goods takes place Ex Works (EXW) at Rolight's premises or at a location designated in writing by Rolight. From the moment the goods are made available for collection, all costs, risks and obligations relating to transport, insurance, export, customs and other formalities are transferred to the client.  

6.2    Rolight is not responsible for loading the goods, unless otherwise agreed in writing. 

6.3    Rolight is never liable for (damage during) transport.  

Article 7 – Third parties 

7.1    Rolight is at all times authorised to have the performance of (parts of) the agreement carried out in whole or in part by third parties. 

Article 8 – Retention of title 

8.1    Rolight remains the owner of all delivered goods as long as the client still owes Rolight any amount. 

8.2    The client is not authorised to encumber the delivered goods with pledges, to transfer ownership or to process or transform them.  

8.3   The client shall immediately inform Rolight if third parties seize goods (precautionary seizure) or if third parties take other measures.  

Article 9 – Warranty 

9.1    Rolight guarantees that the goods it sells and/or delivers will comply with the agreed specifications for up to six (6) months after delivery. For goods and/or services sold and/or delivered by Rolight – whether or not under licence – for which a third-party warranty applies, Rolight's own warranty provisions shall never apply, but only the warranty conditions of that third party shall apply and only insofar as Rolight can transfer this warranty and the associated rights to the client. 

9.2    Any claim under the warranty must be reported to Rolight within the period specified in Article 10.2, on pain of forfeiting the right to the warranty.  

9.3    The warranty shall lapse in the event of improper use, incorrect installation, modifications by third parties or inadequate maintenance. 

9.4   If a defect is reported to Rolight in writing and with reasons within the periods specified in 9.1, Rolight shall only be obliged, at Rolight's discretion, to: 

• (a) repairing the defect; or
• (b) replacing the item in question; or
• (c) refunding (a proportionate part of) the purchase price paid by the client.

9.5   The costs of transport, carriage and call-out charges in connection with the warranty shall at all times be borne by the client.

9.6   Replacement or repair under the aforementioned warranty does not imply an extension of the original warranty period or the commencement of a new warranty period.

9.7   Rolight is never obliged to fulfil its warranty obligations insofar as those costs exceed the agreed price for goods delivered or to be delivered to which the warranty (claim) relates.

9.8   Rolight is only obliged to fulfil the warranty obligations described in this article within the Netherlands, unless otherwise agreed in writing.

9.9   Any liability on the part of Rolight is limited to the obligations under the warranty in this Article 9. Any further liability on the part of Rolight is excluded, including, but not limited to, liability for consequential damage, trading loss, loss of profit, loss of savings, loss of production, damage due to business interruption and indirect damage of any kind whatsoever.

9.10  If the client supplies Rolight with raw materials or goods for processing, the warranty shall apply solely to the soundness of the execution of the processing work commissioned. This warranty is limited to the re-performance of the processing work in question, with the provisions of Article 9 of these general terms and conditions applying mutatis mutandis.

Article 10 – Complaints 

10.1   The client must check the goods immediately after delivery (or have them checked) for conformity with the agreement. The client may not return any goods without the prior written consent of Rolight. 

10.2   Complaints about the delivered goods must be reported to Rolight in writing within five (5) working days of delivery of the goods, stating the relevant invoice number and order number, on pain of forfeiture of all rights. The nature of the defect must be adequately specified and demonstrated in the written complaint. 

10.3   Any rights against Rolight shall lapse irrevocably as soon as the delivered goods have been processed, assembled, modified or passed on to third parties. 

10.4   Complaints regarding invoices must be reported to Rolight in writing within five (5) working days of the invoice date, on pain of forfeiting all rights. After the aforementioned periods, delivery and invoice shall be deemed irrevocable.  

Article 11 – Liability 

11.1   Except for the warranty, Rolight is not liable. The warranty claim is the only remedy for the client in the event that it believes Rolight is liable, for whatever reason and on whatever grounds.  

11.2   Rolight is not liable for indirect and/or consequential damage, such as lost turnover and loss of profit. Rolight is not liable for damage or defects resulting from the combination of goods delivered by Rolight with goods or services from third parties, unless the defect is entirely attributable to Rolight. 

11.3   Rolight is not liable for damage or defects resulting from incorrect use, installation or maintenance by the client or third parties. The exclusions of liability do not apply insofar as damage is the result of intent or deliberate recklessness on the part of Rolight itself. 

11.4   Rolight is not liable for loss of data, software settings or configurations. Damage caused by cyber incidents, hacking or ransomware is completely excluded. The client is responsible for backups and adequate security of its systems. 

11.5   If Rolight is or is held liable for damage or defects, Rolight is only liable to the extent that this liability is covered by its insurance, up to the amount paid out under that insurance. If the insurance does not pay out, Rolight will never be liable for more than the invoice amount of the relevant agreement or item and/or service.

Article 12 – Intellectual property  

12.1   In all cases, but in any event if Rolight is designated as the producer, all intellectual property rights, including but not limited to copyrights, trademark rights, design rights, patents and know-how, relating to Rolight's goods, brands and all materials, are wholly owned by Rolight.  

12.2   Nothing in this agreement may be interpreted as a transfer or licence of any of the aforementioned rights from or by Rolight to the client. 

12.3  The client is expressly prohibited from copying, reproducing, editing, distributing, renting, sublicensing or otherwise exploiting any goods, documentation or other material belonging to Rolight, unless Rolight has given its prior written consent. 

Article 13 – Due and payable 

13.1 All claims that Rolight has against the client, on whatever grounds, shall become immediately due and payable – without any further notice of default being required – if:  

• (I)   the client fails to fulfil any obligation incumbent upon it under the agreement with Rolight or these general terms and conditions, or fails to do so properly or in a timely manner; 
• (II)  the client has applied for a moratorium; 
• (III) the client has been declared bankrupt or has been dissolved; 
• (IV) the client, as a legal entity, is taken over in whole or in part, is dissolved or liquidated; and  
• (V)  the client's assets are seized. 

13.2  In the aforementioned cases, Rolight is entitled to: 

• (a) suspend its obligations under the agreement; 
• (b) demand immediate and full payment of all remaining obligations of the client, requiring fulfilment thereof or security for the same from the client first; and/or 
• (c) to dissolve the agreement with the client without judicial intervention.  

13.3  Without prejudice to the foregoing, Rolight shall also be entitled in the aforementioned cases: 

• (x) to charge the applicable interest; 
• (y) reimbursement of all extrajudicial costs of legal assistance; and/or  
• (z) full compensation for all damage, costs, interest and other items of damage suffered and to be suffered by it arising from or related to the aforementioned cases, the performance or termination of the agreement.  

Article 14 – Force majeure  

14.1   Force majeure is understood to mean any circumstance that prevents the (timely) performance of the agreement and that cannot be attributed to Rolight, such as changes in legislation and regulations, pandemics, government measures, illness of personnel, natural disasters, fire, war, strikes, disruptions, cybercrime or problems with suppliers. In the event of force majeure, Rolight may suspend, modify or terminate the agreement in whole or in part, without being liable for damages and without being obliged to provide alternative delivery. If Rolight has already delivered part of the order, it may invoice the delivered or still deliverable part separately.

Article 15 – Conversion 

15.1   If any provision of these general terms and conditions is invalid, the remaining provisions shall remain in full force and effect. The parties shall then agree on a new provision to replace the invalid provision. The new provision must, in view of the intention of the parties, correspond as closely as possible to the invalid provision in terms of its scope.

Article 16 – Disputes and applicable law 

16.1   All agreements and legal relationships between Rolight and the client are governed exclusively by Dutch law. 

16.2   If Rolight and the client are unable to settle disputes amicably, then:  

• (a) disputes arising between Rolight and the client within the European Union shall be submitted exclusively to the court in the district of Overijssel, sitting in Almelo (the Netherlands); and 
• (b) disputes arising between Rolight and the client outside the European Union shall be settled by arbitration in accordance with the rules of the Dutch Arbitration Institute (NAI), with the place of arbitration being in the Netherlands.