GENERAL TERMS AND CONDITIONS OF ROLIGHT THEATERTECHNIEK B.V.

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

PART A – GENERAL

Article 1 – Applicability

1.1    These general terms and conditions apply to all quotations, agreements, deliveries, installation work and bespoke solutions provided by Rolight Theatertechniek B.V., with its registered office 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, including 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2.1    Any offer made on behalf of Rolight is entirely without obligation and may be withdrawn by Rolight as long as the offer has not yet been accepted.  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 may only derive rights vis-à-vis Rolight on the basis of an offer or agreement, and Rolight is only bound vis-à-vis a client if and after Rolight has sent a written order confirmation to the client. The order confirmation shall be deemed to be a correct and complete representation of the agreement.

Article 3 – Price

3.1    The prices quoted 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 quoted or agreed price – including during the term of an agreement – by means of a written notification.

3.3    Rolight is entitled to invoice in instalments.

Article 4 – Payment

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    Interest shall be charged at 12.5% per annum or the statutory commercial interest rate pursuant to Article 6:119a of the Civil Code, whichever is higher.

4.3    Debt collection costs amount to 15% of the invoice amount, with a minimum of EUR 100.00. Rolight is entitled 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 at any time to require the client to make an advance payment and/or provide any other form of security for the fulfilment of the obligations.

Article 5 – Delivery

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

5.2    Rolight is entitled to deliver in instalments.

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

5.4    In the event of a delay in delivery, Rolight will inform the client in writing of the estimated period by which the delivery time will be extended.

5.5    The agreement may contain parts/products that are produced or ordered specifically for the client (custom-made items). By placing the order with Rolight, a purchase obligation arises for these goods. It is not possible to alter, cancel or return custom-made items. The order confirmation will specify which parts/products are designated as custom-made. 

Article 6 – Transport and insurance

6.1    Delivery shall be 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 shall pass to the client.

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

6.3    Rolight shall never be liable for (damage during) transport.

Article 7 – Retention of title 

7.1    Rolight shall remain the owner of all goods delivered for as long as the client still owes Rolight any amount.

7.2    The client is not authorised to encumber the delivered goods with liens, to transfer ownership of them, or to process or transform them.

7.3    The client shall inform Rolight immediately if third parties attach goods (by way of preservation) or if third parties take other measures.

Article 8 – Third parties 

8.1    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 9 – Warranty 

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

9.2    Any claim under the warranty must be notified to Rolight in writing within the warranty period specified in Article 9.1, failing which the right to the warranty shall lapse.

9.3    The warranty lapses 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, stating the reasons, within the periods specified in Article 9.1, Rolight shall be obliged, at Rolight’s discretion, to:

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

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

9.6   Replacement or repair under the aforementioned warranty does not entail 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 the costs exceed the agreed price 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 set out in Articles 10 and 28. Any further liability on the part of Rolight is excluded, including, but not limited to, liability for consequential damage, business interruption, loss of profit, lost savings, loss of production, damage due to business interruption and indirect damage of any kind.

9.10  If the client provides Rolight with raw materials or goods for processing, a warranty is provided solely in respect of the soundness of the execution of the commissioned processing. This warranty is limited to the re-performance of the processing in question, with the provisions of Articles 10 and 28 of these general terms and conditions applying mutatis mutandis.

Article 10 – Complaints 

10.1   The Client must inspect the goods (or have them inspected) immediately upon delivery to ensure they comply with the agreement. The Client may not return any goods without Rolight’s prior written consent.

10.2   Complaints regarding the delivered goods must be reported to Rolight in writing by the Client within five (5) working days of delivery of the goods, under penalty of forfeiture of all rights, stating the relevant invoice number and order number where applicable. The nature of the defect must be sufficiently specified and evident from the written complaint.

10.3   Any right against Rolight shall lapse irrevocably as soon as the delivered goods have been processed, assembled, modified or delivered 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, failing which all rights will be forfeited. After the aforementioned periods, the delivery and invoice shall be deemed irrevocable.

Article 11 – Liability 

11.1   Subject to the warranty, Rolight shall not be liable. The warranty claim is the client’s sole remedy in the event that the client considers Rolight to be liable, for whatever reason whatsoever.

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

11.3   Rolight shall not be liable for damage or defects arising from incorrect use, installation or maintenance by the client or third parties. The exclusions of liability shall not apply insofar as damage is the result of wilful misconduct or gross negligence on the part of Rolight itself.

11.4   Rolight shall not be liable for the loss of data, software settings or configurations. Damage resulting from cyber incidents, hacking or ransomware is entirely excluded. The client shall be responsible for ensuring backups and adequate security of its systems.

11.5   Should Rolight be liable or held liable for damage or defects, Rolight shall only be liable to the extent that such liability is covered by its insurance, up to the amount of the payment made under that insurance. If the insurance does not pay out, Rolight shall 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 where Rolight is deemed to be the producer, all intellectual property rights, including but not limited to copyright, trade mark rights, design rights, patents and know-how, relating to goods, trademarks and all materials of Rolight shall vest fully in Rolight.

12.2   Nothing in this agreement may be construed 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, modifying, distributing, renting out, sub-licensing or otherwise exploiting any goods, documentation or other materials belonging to Rolight, unless prior written permission has been granted by Rolight.

Article 13 – Immediate Payability

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, or fails to fulfil properly or in a timely manner, any obligation incumbent upon the client under the agreement with Rolight or under these general terms and conditions;
• (II)  the client has applied for a moratorium on payments;
• (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 is being wound up; or
• (V)  the Client’s goods are seized.

13.2  In the aforementioned cases, Rolight is entitled to: 

• (a) to suspend its obligations under the agreement;
• (b) to demand immediate and full performance of all the client’s remaining obligations, or to require the client to first provide security for such performance; and/or
• (c) to terminate 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 claim the applicable interest;
• (y) reimbursement of all extrajudicial legal costs; and/or
• (z) to full compensation for all damage, costs, interest and other items of loss suffered or to be suffered by it, arising from or in connection with the aforementioned cases, the performance, or the termination or cancellation 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 which cannot be attributed to Rolight, such as, but not limited to, changes in legislation and regulations, pandemics, government measures, staff illness, natural disasters, fire, war, strikes, disruptions, cybercrime or problems with suppliers. In the event of force majeure, Rolight may suspend, amend or terminate the agreement in whole or in part, without being liable for damages and without being obliged to provide an alternative delivery. If Rolight has already made a partial delivery, it may invoice the delivered or 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, having regard to the parties’ intention, correspond as closely as possible in substance to the invalid provision.

Article 16 – Disputes and applicable law 

16.1   All agreements and legal relationships between Rolight and the client shall be 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, with the place of hearing 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 Netherlands Arbitration Institute (NAI), with the place of arbitration in the Netherlands.

PART B – SPECIAL PROVISIONS FOR PROJECT IMPLEMENTATION

Article 17 – Applicability and Relationship to Part A

17.1   Part B applies solely to agreements under which Rolight carries out work at the client’s premises (‘Project Site’) – whether or not in addition to supplies – (‘Project Implementation’); in such cases, Part B applies in conjunction with and in addition to Part A.

17.2   In the event of any conflict between Part A and Part B, the provisions of Part B shall prevail.

Article 18 – Order and delivery time

18.1 Without prejudice to the provisions of Article 2.2, the client may only derive rights against Rolight by virtue of an offer or agreement, and Rolight shall only be bound towards a client if and when (I) to (IV) have been fulfilled:

• (I)   the quotation relating to the Project Realisation by Rolight has been signed by the client and returned to Rolight;
• (II)  the drawings relating to the Rolight Project have been signed by the client and returned to Rolight;
• (III) Rolight has confirmed the payment terms, delivery time and other conditions in writing; and
• (IV) the initial deposit has been received by Rolight.

18.2   Notwithstanding Article 5.1, the agreed delivery time for Project Realisation shall commence on the date of the confirmation referred to in Article 18.1(III).

18.3   In the case of Project Realisation, the agreed delivery time must be taken into account and, in the absence thereof, a delivery time of at least eight (8) weeks.

Article 19 – Payment for Project Realisation

19.1   In the case of advance payment, the full payment obligation must be met no later than two (2) working days before the start of the work. If this condition is not met in time, the work will be postponed by at least five (5) working days and the client shall be liable for any loss resulting from the delay.

19.2   If the client postpones the delivery date to a later date, all payment terms shall remain in force based on the originally forecast date.

Article 20 – Project Site

20.1   Work and installations by third parties relating to and/or connected with Rolight’s work must be completed and operational before Rolight commences its work at the Project Site (including electrical installations, stage machinery, etc.).

20.2   The areas where Rolight is to carry out work must be clean, dust-free and free of obstacles.

20.3   The client, or a representative authorised to make decisions on its behalf, must be available by telephone at a minimum throughout the entire Project implementation period to answer questions, consult and coordinate.

Article 21 – Transport and execution

21.1 The client is solely responsible for any delays and costs if one or more of the following requirements are not met:

• (I)   A goods lift is available at the Project Site, should Rolight deem it necessary;
• (II)  the loading and unloading area at the Project Site must be paved and accessible to a lorry;
• (III) the ground at the Project Site must be fully accessible to a pallet truck (level, paved and free of obstacles and uneven surfaces);
• (IV) parking space for Rolight and its employees must be available free of charge in the immediate vicinity of the Project Site.

Article 22 – Installation and Assembly

22.1   The actual situation at the Project Site must correspond to the drawings approved by the Client.

22.2  Unless otherwise agreed in writing, Rolight’s quotation excludes any:

• a.   dismantling and/or removal of existing installations and/or materials;
• b.   fitting or modifying installation surfaces and/or mounting points;
• c.    moving goods via stairs;
• d.   dust-free (protection against construction dust) packaging of installed components; and
• e.   the hire of (mobile) scaffolding, aerial work platforms or other lifting and hoisting equipment.

22.3   In the case of ceiling installation, the client must, at its own expense, make at least two (2) mobile scaffolds available to Rolight at the Project Site, with a platform height of 2 metres lower than the ceiling/installation height. The mobile scaffolds must be erected in accordance with standards using sound materials and adequate fall protection, and must be fitted with a railing around the platform at a height specified by Rolight. The mobile scaffolds must be able to move freely throughout the entire installation area and must be accompanied by a valid scaffolding certificate.

22.4   If the installation of luminaires forms part of the contract, the client must provide a lighting plan showing the exact positions of luminaires and control units. This lighting plan must be in Rolight’s possession no later than two (2) working days before the start of the work. Luminaires not indicated on the aforementioned lighting plan will be regarded as loose luminaires and will not be installed.

22.5   If it has been explicitly agreed that Rolight will adjust the luminaires, the room must be able to be completely darkened at any time requested by Rolight, even if this means that third parties cannot continue their work.

Article 23 – Electrical installation

23.1  Cabling must be cut to length at the connection points and clearly colour-coded.

23.2  Unless otherwise agreed in writing, Rolight’s quotation excludes any:

• a.   installation of electrical cabling, cable trays and/or conduits, etc.;
• b.   extending and/or otherwise modifying the existing cabling;
• c.    connecting litz wires (e.g. with YMvKas cable);
• d.   modifying existing patch or transfer boxes; and
• e.   connecting the main power supply.

Article 24 – Suspended and hoisting equipment

24.1   Rolight does not provide suspension points for lifting equipment or suspended installations. Suspension points and/or ceiling structures must, as a minimum, be capable of safely supporting a dynamic load equal to the maximum load-bearing/lifting capacity of the lifting equipment to be suspended, plus the weight of the lifting equipment itself, with a minimum of 100 kg per suspension point. Suspension points must be securely fixed and secured. Suspension points must comply with all applicable local laws and regulations.

24.2  Responsibility for the load-bearing capacity and construction of ceiling or suspension structures provided by third parties lies entirely with those third parties.

Article 25 – Planning and working hours

25.1   The client undertakes to inform Rolight at an early stage of any developments that may delay the progress of the project. Costs arising from delays shall be classified as additional work and may result in the postponement of the entire project. In the event of a postponement, the project will be rescheduled.

25.2  The client must definitively notify Rolight of the work to be carried out no later than ten (10) working days before the planned execution date.

25.3   If Rolight’s work is prevented by third parties for any reason whatsoever, the costs will be charged separately to the client on the basis of the unit prices used in the quotation, or at Rolight’s applicable hourly rate.

25.4   Rolight must be given the opportunity to carry out and complete its work in a single continuous period.

25.5   The site must be available for Rolight’s work for a minimum of eight (8) consecutive hours per working day.

25.6   Rolight’s work shall be carried out during normal working hours on working days from 08:30 to 17:30. Different installation rates apply to work outside these hours.

Article 26 – Handover

26.1   The Client, or a representative authorised to make decisions on its behalf, must be present at the time of handover to take delivery of the work and to accept it as satisfactory.

26.2  If the Client is not present on the handover date, Rolight is entitled to effect handover unilaterally by means of a written handover statement to the Client. In that case, the goods and services supplied shall be deemed to have been handed over on the date of dispatch of that statement. The costs arising from the Client’s absence shall be borne by the Client.

26.3   If work carried out by third parties prevents the installation from being tested, delivery shall take place without testing. The rectification of defects that come to light at a later date as a result of the inability to test shall qualify as additional work.

Article 27 – Additional work

27.1   Additional work with a value of less than 10% of the total contract price shall be carried out without the Client’s prior consent and shall be charged to the Client on the basis of the unit prices used in the quotation, or at Rolight’s applicable hourly rate.

27.2  Additional work with a value of 10% or more of the total contract sum shall only be carried out after written consent from the client. Rolight shall notify the client in writing of the additional work and the estimated costs thereof. The client shall grant or refuse consent within three (3) working days of receiving such notification. In the absence of a response within this period, the client shall be deemed to have granted consent. Costs arising from delays resulting from the failure to grant consent shall be borne by the client.

Article 28 – Guarantee upon Project Completion

21.1 The warranty set out in Article 9 shall (also) lapse if one or more of the provisions in (I) to (IV) apply:

• (I)   the client or third parties make changes to the installed components after handover or otherwise modify the installation without Rolight’s prior written consent;
• (II)  the installation is used in a manner that deviates from the specifications provided by Rolight;
• (III) the defect is the result of insufficient or incorrect maintenance by the client or third parties; or
• (IV) the defect is the result of external circumstances not attributable to Rolight, including but not limited to damage caused by third parties, fire or water damage, or other external influences.

Article 29 – Liability in Project Implementation

29.1   The client is responsible for taking adequate protective measures with regard to goods and installations that do not form part of the contract. Rolight is not liable for damage to unprotected goods and/or installations.

Article 30 – Force Majeure in Project Implementation

30.1   Where force majeure – as referred to in Article 14 – occurs after Rolight has commenced the execution of the Project, Rolight is entitled to charge the Client separately for costs already incurred, including but not limited to the costs of scheduled labour, materials already ordered or delivered and/or travel expenses incurred.