General terms and conditions Fraai Projecten BV:

Article 1 – Definitions

In these general terms and conditions, and in an agreement to which they apply, the following terms shall be understood to mean:
1.1 Client: the (legal) person who has given the contractor an assignment to advise on, organize or execute an event/stand/decor/interior.
1.2 Contractor: the (legal) person who has committed to the client to advise on, organize or execute an event/stand/decor/interior, or who is prepared to commit to this - in the quotation stage.
1.3 Agreement: an agreement between the client and the contractor to advise on, organize or execute an event/stand/decor/interior.
1.4 Production date: the (first) day on which the event/stand/decor/interior to be organized or executed by the contractor under an agreement will take place. 1.5 under location/time: the place and time agreed with the client for the execution of the agreed.

Article 2 – Applicability of conditions

2.1 These general conditions form part of all quotations from and agreements with the contractor in which reference is made to these conditions.
2.2 Deviating provisions and any general conditions of the client only apply if and to the extent that they have been expressly accepted in writing by the contractor.

Article 3 – Quotations

3.1 Quotations from the contractor are considered an invitation to a potential client to make an irrevocable offer to conclude an agreement as described in the quotation.
3.2 Quotations from the contractor are valid for 14 days. This must be signed and returned by the client for approval.
3.3 All prices stated are rental prices and remain the property of the contractor, unless otherwise agreed. 3.4 If a quotation is requested and submitted by the contractor without an agreement being concluded, the client is liable for all costs incurred in preparing the agreement (photos, designs, models, drawings, etc. as well as labour costs), unless otherwise agreed.

Article 4 – Execution of an agreement

4.1 The contractor will execute each agreement to the best of its ability and is entitled to engage third parties for and in connection with the execution of an agreement.
4.2 If changes to the original plan are necessary during the execution of an agreement, the contractor is entitled to implement these changes/adjustments without the client's permission being required. To the extent that these changes/adjustments result in additional work, this will be at the expense of the client and this additional work will be invoiced to the client separately.

4.3 Complaints regarding the performance of an agreement must be communicated to the contractor by registered letter as soon as possible, but no later than five days after the performance has been completed, on penalty of forfeiture of any claim whatsoever.
4.4 Minor deviations in the performance, also in an aesthetic sense, do not constitute grounds for complaint.

Article 5 – Responsibilities of the client

5.1 The client must ensure the permission of third parties, permits and payment of fees required for the performance of an agreement.
5.2 The client is responsible for the actions and omissions of visitors to an assignment organised or performed by the contractor under an agreement.
5.3 Electricity, gas, water, light and sewerage facilities must be provided by the client. 5.4 To the extent that work is carried out with goods and materials made available by the contractor, the client is obliged to return these goods and materials to the contractor in the same condition.

Article 6 – Suspension / cancellation

6.1 The contractor is entitled to suspend the execution of an agreement as soon as he has reasonable fears that the client will not (be able to) fully meet his obligations under this or other agreements.
6.2 Cancellation by the client must be in writing and dated. The client cannot derive any rights from an oral cancellation. Cancellation can only be considered a cancellation if it has been signed by the client and is in the possession of the contractor.
In the event of postponement or cancellation by the client, the client is obliged to pay the contractor compensation based on the following percentage:
(a) in the event of cancellation no later than one hundred and twenty days before the production date, 50% of the agreed contract price;
(b) in the event of cancellation in the period between one hundred and twenty days before the production date, 75% of the contract price;
(c) in the event of cancellation up to and including thirty days before the production date, 100% of the contract price.

Without prejudice to the right of the contractor to claim the actual damage suffered if this amounts to more. If the client postpones production, this will be considered a cancellation unless a new production date is set in mutual agreement with the client on which production can proceed and agreement has been reached regarding the contract price.

Article 7 – Invoices and payment

7.1 The client must comply with the payment terms stated in the agreement. After receipt of the confirmation from the client, the client will receive an advance invoice from the contractor for this.
7.2 The final invoice will be sent by the contractor immediately after delivery and must be paid by the client within 14 days of the invoice date, unless otherwise agreed.
7.3 If the client fails to pay the advance or the final invoice, this will be considered a cancellation of the agreement without further notice of default and the provisions stated in article 6.1 will apply. 7.4 Delays in the performance of an agreement caused by late payment by the client are always at the client's risk.
7.5 Complaints regarding an invoice must be communicated to the contractor as soon as possible, but no later than eight days after the invoice date, by registered letter, under penalty of forfeiture of any claim whatsoever.
7.6 The client will not suspend its payment obligation without the express written consent of the contractor, nor offset what it owes against what it may be entitled to claim from the contractor.
7.7 Any payment by the client will first be applied to reduce the costs, then to reduce the interest due, and finally to reduce the principal amount owed to the contractor.
7.8 If the contractor's cost price is increased as a result of interim rate changes in sales tax, social security contributions, payroll tax or other government levies, or as a result of price changes by third parties, the contractor is entitled to pass on these changes to the client. In the case of foreign currencies to be charged, the daily exchange rate applicable on the contractor's invoice date will be used. The contractor will inform the client of this.
7.9 If the client is in default with the payment of any amount, he will owe the contractor default interest on the amount due from the day on which the default occurred. This interest is equal to the statutory interest, increased by two percentage points, with a minimum of 12% per year.

Article 8 – Client’s shortcomings

8.1 If the client is in breach of any of its obligations under an agreement, it will forfeit to the contractor an immediately due fine equal to twice the price for the performance of that agreement due to the resulting delay, without prejudice to the contractor’s right to claim full compensation instead.
8.2 All judicial and extrajudicial costs incurred by the contractor in connection with an attributable shortcoming by the client will be reimbursed by the client to the contractor as damages due to that shortcoming. The extrajudicial costs are deemed to amount to at least 15% of the amount to be claimed by the contractor from the client.

Article 9 – Liability

9.1 The Contractor is only liable for direct damage to the Client that directly results from the failure to comply with the agreement, the failure to comply on time or the failure to comply properly with the agreement and only if there is intent or gross negligence on the part of the Contractor. The Contractor is never liable for consequential damage, such as loss of profit.
9.2 The Client expressly indemnifies the Contractor against claims for damages from third parties.
9.3 In any case, the Contractor's liability is limited to a maximum of the agreed buyout amount for the full execution of the event or the reasonably expected buyout amount of the Contractor.
9.4 Any claim by the Client for compensation for damages must be made known to the Contractor within eight days after the day on which the Client became aware or could reasonably have become aware of both the damage and the Contractor's liability. A legal claim by the Client for compensation for damages shall in any case lapse after eighteen months have elapsed after the event that caused the damage. 9.5 The client is liable for all damage that is not the result of normal wear and tear, from the moment the contractor has delivered the work until the moment the contractor actually starts the finishing.
9.6 No changes or damage may be made to the rented property in any way. Any damage, including the costs of repair, must be compensated by the client to the contractor.
9.7 Without prejudice to the aforementioned, the client is jointly and severally liable for damage caused by the behaviour of its guests/visitors/employees.

Article 10 – Force Majeure

10.1 A shortcoming cannot be attributed to the defaulting party due to force majeure if it is not due to its fault, nor is it for its account under the law, legal act or generally accepted views. 10.2 To the extent that the contractor is (partly) dependent on third parties engaged by him or not for the performance of an agreement, shortcomings resulting from an act or omission of these third parties cannot be attributed to the contractor.
10.3 The contractor has the right to ensure a proper replacement performance if an agreement cannot be performed in whole or in part as agreed due to unforeseen circumstances, without this giving rise to a right for the client to a discount on the agreed price or to termination of the agreement. The contractor is obliged to inform the client of such circumstances as soon as he himself becomes aware of them.
10.4 If the performance of an agreement will be permanently impossible due to force majeure on the part of the contractor, the client owes the contractor a reasonable compensation for the work already performed by the contractor.

Article 11 – Intellectual property rights

11.1 The client will refrain from executing or repeating any ideas or proposals from the contractor, whether or not they have been developed, in connection with an event/stand/decor/interior without the contractor's knowledge.
11.2 The copyrights of all designs by the contractor are and will remain the property of the contractor under all circumstances.

Article 12 – Choice of law, disputes

12.1 All agreements between the contractor and the client are subject to Dutch law.
12.2 Unless mandatory provisions of law oppose this, the court in Breda has jurisdiction to rule on disputes arising from an agreement concluded between the contractor and the client.