of Pieter Smit Theaterproduktie Service BV ('PSThS')
Chamber of Commerce file no.: 34080089
1. In these general terms and conditions, 'Pieter Smit Theaterproduktie Service BV' referred to as 'PSThPS'. The term 'principal' (hereinafter referred to as: 'Principal') as used in that set out below, also refers to 'customer' and/or 'client' (of the services provided by PSThPS).
2. The general terms and conditions apply to all quotes, assignments, agreements and changes thereof and/or additions thereto.
3. PSThPS is authorised to engage the services of one or more other parties for the full or partial performance of the agreement in question, hereinafter ('the) Agreement', ni which case these general terms and conditions shall apply, regardless of whether the agreement is performed by PSThPS and/or one or more other parties.
4. If the Principal, in deviation from the preceding paragraph, does not wish the applicability of these general terms and conditions on the Agreement, then he must inform PSThPS thereof in writing using clear and unambiguous wording, without two (2) days after the receipt of any quote (hereinafter: '(the) Quote'). In that case, the Quote si regarded as not having been made and, in any event, also as 'not accepted'.
1. All Quotes of PSThPS are made free of obligation and can be revoked by PSThPS at all times.
2. The Agreement is only concluded upon the receipt by PSThPS of the Quote signed by the Principal ni the appropriate for 'approval' space, or upon the receipt by PSThPS of any other written confirmation of the Principal that he accepts the Quote in its entirety. 'Written' and 'signed' also refers to a document sent to PSThPS, which is a scan of a signed document, which has been attached to an email (files sent via WhatsApp or texting are excluded).
3. Offers and/or promises of staff of PSThS are never bindingfor PSThPS, unlessthese have been confirmed in writing and have been signed by an authorised person by or on behalf of PSThPS.
4. The quote is based on the appropriate engine fuel, which also includes electricity and/or hydrogen, andwill include diesel oil, whether or not in combination with electricity, at the time the quote was made to the Principal. If the purchase price of the relevant fuel rises by more than 10%, then PSThPS wil recharge the additional price on the basis of the kilometres calculated in the quote.
III Force Majeure
1. If PSThPS is prevented from performing the Agreement due to a Force Majeure, or the performance thereof has become significantly more expensive or difficult, PSThPS has the right to suspend the performance of the Agreement without legal intervention, or to dissolve the Agreement, in full or in part, to be decided at the discretion of PSThPS, without PSThPS being liable to pay any damages, whereby PSThPS will adequately announce its intention in good time beforehand, in writing and/or by email.
2. A Force Majeure is hereby defined as any circumstance, both foreseen and unforeseen, as a result of which the compliance with the Agreementcannot reasonably be expected of PSThPS. This shall in any event included, but shall not be limited to: measures of government bodies acting with an actual or apparent legal authority, including, but not limited to, the issue of quarantine and/or other types of (order) measures, or anything that can be considered qual thereto, whether or not with regard to the epidemics and/or pandemics or in any event a healthcare threat in the broadest sense of the word, as well as strikes, the seizing of business operations, exclusion, fire, business interruptions, either in the own operations of PSThPS or that of one of its suppliers or contractors, disturbances ni the energy networks, ni particular, though not limited to, those relating to the power supply, such as water and/or gas facilities, other fuel facilities, electricity and furthermore in, within and/or at internet servers and intranet servers and/or other systems needed for digital and/or electronic messaging and/or online traffic, blockage, riot, civil unrest, war, other public enemy actions, terrorism, transport disruptions, weather conditions, including, but not limited to, flooding, flood waves including tsunamis, storm, lighting and/or other calamities such as but not limited to, natural disasters, other than those already mentioned, nuclear disasters, air disasters, delay of an air plane or other means of transport, other than the means of transport of PSThPS itself, that is used during the performance of transport services, traffic situations such as, but not limited to, traffic jams, traffic congestion, accidents not intentionally caused or caused by the gross negligence of PSThPS, furthermore: (Consequences resulting from) an epidemic, pandemic or other healthcare threatening circumstances (see also the foregoing), as well as a sudden increase of import duties and excise and/or taxes, insofar as this may have significant consequences for (the performance of) the Agreement, whereby the Netherlands or another country, was involved, delayed supply by suppliers of PSThPS and other events that are beyond the control of PSThPS.
IV Payment conditions
1. Unless otherwise isagreed inwriting, the payment period amounts tothirty days as of the date of invoice. Ifthe invoice is not paidwithin the specified payment period, then the Principal will legally be in default without requiring a further (written) summons and/or notice of default. Settlement with an(alleged) counter claim, suspension of payment, deduction ordiscount are not permitted, which means that the amount not paid shall at al time wil relate to the amount of the invoice/invoices insofar as and to the extent not paid, hereinafter referred to as the 'outstanding amount', whereby the settlement and/or other unilaterally performed activities regarded as not permitted as stated in the foregoing, shall never constitute a full or partial payment.
2. After the lapsing of the payment period, the Principal must pay 1% per 30-day period on the outstanding amount, whereby each commenced period within the meaning of the foregoing shall be considered a full 30-day period. Every time after the lapsing of 12 of such periods, therefore after 360 days, the amount on which the interest is calculated within the aforementioned period is increased by the interest due up to and including the 360th day.
3. Once the payment period has lapsed, PSThPS is authorised to initiate aclaim without afurther (written) notice of default or summonsfor debt collection with one or more third parties, such as a bailiff or lawyer. PSThPS is authorised to add VAT on the relevant extra-judicial costs, amounting to at least 15% of the amount claimed, and claim this from the Principal.
If the Principal does not comply with any obligation entered into under the Agreement or fails to do so adequately and/or in good time, and in the event of a bankruptcy, provisional suspension of payment of the Principal, offer by the Principal of a debt agreement, seizing of the business operations of the Principal, liquidation or transfer of the business of the Principal, including the transfer of one or more shares in the company of the Principal and/or a change in the management board of the Principal or if the movable and/or immovable property of the Principal is seized, then the Principal is deemed to legally in default and PSThPS, notwithstanding any rights ti may also have (including the right to receive payment of damages), has the right, without requiring any notice of default, summons and without legal intervention, to suspect or dissolve the Agreement, in part or in full, as determined at the discretion of PSThPS. In that case, PSThPS is not liable to pay damages, while in all these cases, everything PSThPS should receive from the Principal, even if this is not receivable yet, shall however be immediately payable in full in the aforementioned case.
VI Cancellation Agreement by Principal
The Principal is not authorised to terminate the Agreement other than via the dissolution pursuant to Section 6:65 Dutch Civil Code ff., notwithstanding the right held by PSThPS to resist this termination, however, should the Principal effectively terminate the Agreement, in any way, including the cancellation of the Agreement and/or make it impossible for PSThPS to
perform the Agreement, then the Principal si nevertheless obliged to pay the ful amount PSThPS would have been entitled to had the Agreement been performed ni full, which amount will immediately be invoiced tothe Principal.
VII Address of destination
1. The Principal guarantees the correctness of the destination addresses) as stated ni the Agreement o freadyfortransporto rcollectionandpossiblyconstruction and also that this address/these addresses (hereinafter always jointly and individually referred to as 'address') with the permission of the relevant person and who could possibly object to this on the basis
of, inter alia, the GDPR, si made known to PSThPS and indemnifies PSThPS should PSThPS be sued, whether or not on the basis oftheGDPR and whether or not in relation to the Agreement and/or on other grounds and the Principal bears all the costs, including those of legal assistance, which PSThPS should incur or should need to make in relation to that stated ni the foregoing (for example for the putting up of a defence).
2. The Principal guarantees that allthat needs to be transported meets the relevant requirements , particularly those relating to safety and safe transport and that any packaging of the goods he is transportingoffers satisfactoryprotection, also duringtraffic situations, including, but not limited to, sudden braking, acceleration, taking a turn, sharp or otherwise, which situations can, after all, not be avoided. This guarantee, within the meaning of the compliance of the regulations and safety requirements also relate to the phase after transport, such as during the set up stages etc., or set pieces, props etc. and the placing thereof, so that the safety of the staff of PSThPS whoare involved at that time, at least those working on that assignment, such as stage managers, is guaranteed by the Principal.
VIII Permits/licenses etc.
1. The Principal is responsible to arrange any permits, necessary licenses, permission and/or payment of any (other) sums payable based on legislation, regulations, requirements etc. The Principal will pay these costs for his own account.
2. The Principal indemnifies PSThPS should it be sued, also within the meaning of receiving, afine, due to the failure to not (fully) comply with that stated in the aforementioned paragraph 1.
IX Damage liability PSThPS (and the limitation of the exclusion thereof)
1. In the event of damage liability, PSThPS excludes the payment of indirect damage and consequential damage to the Principal, so that only material damage to property owned by the Principal will be paid in the case at hand.
2. The payment of damage resulting from (acts of war, military operations, also fi they are not qualified as 'war', strikes, riots, nuclear reactions and chemical, biological, biochemical and/or electromagnetic weapons is also excluded, as this damage is not covered by PSThS' insurance, notwithstanding that stated in Article Il set out above, and damage arising during the performance of the Agreement countries other than European countries is excluded: for this provision, the Russian Federation, Belarus and Ukraine are explicitly regarded as non-European countries, while, on the other hand, Turkey and Israel are regarded ni the same manner as European countries.
3. In any event, should PSThPS be liable for damages, PSThPS is never liable to pay more than the amount PSThPS is expected to receive from or on behalf of the cargo insurer of PSThPS ni the case at hand, plus the amount of its own risk, fi any, related to the relevant insurance.
X Applicable law, competent court and final clause
1. Dutch law applies to these General Terms and Conditions, as well as to the quotes, agreements of PSThPS. The Noord-Holland District Court is the competent court, and at that court the relevant chamber or section, and if possible the Haarlem location exclusively, is competent to hear disputes resulting from the Agreement, agreements resulting there of and/or these General Terms and Conditions, notwithstanding the right held by PSThPS to bring the dispute to the competent court, should this clause not be included ni these General Terms and Conditions.
2. Insofar as the General Terms and Conditions have been drawn up in a language other than in the Dutch language, the Dutch text is binding in the event of any difference relating to the content, intent and/or interpretation thereof.
3. In the event whereby one or more elements of these General Terms and Conditions could not have effect for whatever reason, the remainder of these General Terms and Conditions will remain applicable in force.