General Terms and Conditions
First Impression Audiovisual B.V. (Chamber of Commerce number: 64847268), First Impression Events B.V. (Chamber of Commerce number: 78123941), First Impression Solutions B.V. (Chamber of Commerce number: 73359874), First Impression International B.V. (Chamber of Commerce number: 82224528), First Impression France SAS (RCS: Paris B 917 846 834) and First Impression Germany GMBH (Amtsgericht: HRB 18790).
5026 SK Tilburg
1: Applicability, definitions
In these General Terms and Conditions, the following definitions apply:
Delivery:the actual provision of the goods to the Other Party;
First Impression: First Impression Audiovisual B.V. and/or First Impression Solutions B.V. and/or First Impression Events B.V. and/or First Impression International B.V. and/or First Impression France SAS and/of First Impression Germany GMBH.
In writing:this includes e-mail or any other means of communication that, in view of the state of the art and the prevailing views in society, can be equated to this;
Other party: the co-contracting party of First Impression. This party can be the purchaser and/or renter and/or principal, or any other party of First Impression pursuant to any legal relationship.
2: Applicability of the General Terms and Conditions
- The provisions of chapter 1 of these General Terms and Conditions are applicable to any legal relationship between First Impression and the Other Party. Chapter 2 includes other provisions concerning the specific legal relationships stated in that chapter. These provisions are applicable alongside those from Chapter 1.
- Should there be any conflict between the provisions stated in Chapter 1 and those in Chapter 2, the provisions in Chapter 2 shall prevail.
CHAPTER 1 – GENERAL PROVISIONS
3: Extension of protected persons – third-party clause
These General Terms and Conditions have also been stipulated for the benefit of legal entities affiliated to First Impression, the (indirect) directors and shareholders of First Impression and legal entities affiliated to them and also for the benefit of all persons working for First Impression and their affiliated legal entities, including third parties engaged for this purpose. They may invoke these terms and conditions as if they were First Impression.
4: Proposals, quotations
- All proposals and/or quotations made by First Impression are non-binding, unless they contain a period for acceptance. If a proposal and/or quotation contains a non-binding offer and that offer is accepted by the Other Party, First Impression is entitled to withdraw the offer within two working days of receipt of the acceptance.
- The prices used and stated by First Impression in proposals, quotations and/or price lists are exclusive of VAT and further costs, such as transport and administration costs and invoices from any third-parties engaged.
- An agreement between First Impression and the Other Party only comes into effect when First Impression has confirmed this in writing to the Other Party, or if First Impression has begun the performance thereof.
- If First Impression is subject to (cost) price increases between the date on which the agreement is concluded and its performance as a consequence of (changes in) legislation and regulations, currency fluctuations or price changes by suppliers or third-parties engaged by First Impression or the non-availability of items from those suppliers normally used by First Impression, First Impression is entitled to increase the price and to invoice the Other Party accordingly.
- Examples or models displayed and/or submitted, together with statements of dimensions, capacities and other descriptions in brochures, promotional materials and/or on the website of First Impression are as accurate as possible, but are merely indicative. The qualities of the goods to be delivered or implemented may deviate from these examples or models, unless it is explicitly stated that the goods to be delivered or implemented conform to the example or model displayed or submitted.
5: Performance of the agreement
- The Other Party undertakes to provide First Impression with all data and goods that First Impression indicates are essential or which the Other Party may reasonably assume are essential for the performance of the agreement, in a timely manner. If the data and/or goods needed for the performance of the agreement are not provided to First Impression in a timely manner, First Impression is entitled to suspend the performance of the agreement and/or to charge the Other Party for any costs arising from the delay.
- First Impression is not liable for any damage of any nature that arises because First Impression has based its activities on inaccurate and/or incomplete data and/or content provided by the Other Party, unless such inaccuracy or incompleteness was apparent to First Impression.
- Any technical and other demands made by the Other Party concerning the items to be supplied or implemented which deviate from the demands usual in the branch in the Netherlands must be explicitly stated in writing by the Other Party before conclusion of the agreement.
- First Impression is entitled to supply goods that deviate from that which has been agreed, if the changes concerned – to the goods to be delivered, the packaging or the accompanying documentation – are required in order to comply with the applicable legal regulations, and in the event of minor changes that constitute an improvement.
- All orders of the Other Party shall be deemed, disregarding Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, to have been granted and accepted exclusively by First Impression. First Impression shall determine which person or persons, including third parties, shall perform the agreement. First Impression shall also determine in which way and with what resources the agreement shall be performed. In doing so, the reasonable wishes and directions of the Other Party shall be taken into account, on condition that, in First Impression’s opinion, this would be beneficial for the timely and correct performance of the assignment. First Impression shall observe the general duty of care of a good contractor in the performance of the agreement.
- If and to the extent that First Impression engages third parties (such as artists) at the request of the Other Party for the performance of its activities, First Impression is entitled to accept, on behalf of the Other Party, the conditions stipulated by those third parties. The Other Party shall then be equally bound by those conditions.
6: Obligations of the Other Party
- The Other Party should in addition ensure that:
- First Impression is granted access during the working hours agreed in advance to the location where the activities are to be performed. The location should meet the legal safety demands and other governmental provisions;
- the information carriers and other hardware, electronic files, software and the like provided by the Other Party to First Impression are free from viruses and/or defects;
- the systems, hardware and software and other data infrastructure used by the Other Party are (sufficiently) secured;
- the third parties engaged by the Other Party perform their activities and/or deliveries in a proper and timely manner to ensure that First Impression is not hindered and does not experience any delay in the performance of the agreement;
- the instructions, information, designs and/or other documents and/or the equipment, programming or materials made available by the Other Party to First Impression do not infringe the rights of any third party.
- First Impression is warned reasonably in advance if First Impression cannot perform its activities at the agreed time;
- First Impression is given timely and sufficient opportunity for the delivery, storage and/or removal of materials and tools;
- First Impression can, for the performance of the activities, have access to connections to energy such as electricity, gas and water that could be needed for the activities. The energy costs shall be borne by the Other Party. Lost working hours as a result of any failure of the required energy shall be charged to the Other Party;
- facilities that can be reasonably expected by First Impression and/or the third parties engaged by First Impression are available at the location where First Impression and/or such third parties must perform their activities, without any additional costs;
- the goods of First Impression must be stored or stationed in a place and manner so as to prevent damage or theft in any form;
- The risk for goods that are under the administration of First Impression for the performance of the activities remains with the Other Party.
- If the obligations stated in this article are not met (in a timely manner), First Impression shall have the right to postpone the execution of the assignment until the client has fulfilled these obligations. The costs incurred in connection with the delay or the costs of performing additional activities or any other consequences resulting from this are the liability and risk of the Other Party. Moreover, the Other Party indemnifies First Impression for all claims from third parties that are the result of the Other Party failing to meet the obligations stated in this article. The Other Party is obliged to compensate First Impression for all damage incurred in such a manner, including the complete costs of mounting a defence.
7: Delivery, completion periods
- The goods are to be delivered to the location designated by the Other Party. The goods are to be transported to the Other Party at the liability and risk of the Other Party. The Other Party may insure itself against such risks. If and to the extent that First Impression not only delivers the goods but also installs them, First Impression may (exclusively) decide to transport the goods at its own liability and risk and in the manner it determines to the location designated by the Other Party.
- The delivery time and/or implementation time given by First Impression shall always be a rough indication and shall be based on the usual goods delivery times of the suppliers of First Impression, unless explicitly agreed otherwise. When setting these times, First Impression assumes that it will be able to perform the agreement under the circumstances of which it is aware at the time. The delivery time and/or implementation period shall only start once an agreement has been reached on all the relevant commercial and technical details, all information, including the final and approved drawings and specifications, are in the possession of First Impression, the agreed (instalment) payment has been received and all other conditions for the delivery and/or implementation have been met (such as the availability within the time determined of the goods needed for the delivery and/or implementation). In the event of late Delivery or implementation, the Other Party must always declare First Impression in default in writing.
- First Impression is bound to compensate the damage that the Other Party incurs from the moment at which First Impression is in default with regard to timely delivery. In the event of late delivery or implementation, any right of the Other Party towards First Impression to any compensation shall be limited to a maximum of 1% of the invoiced amount, unless the late delivery or implementation concerns an individually invoiced performance or a share of such that can be individualised, in which case compensation is limited to 1% of the invoice value thereof. This right to compensation lapses within one year after First Impression has fallen into default.
- First Impression is entitled to perform the agreement in stages. This does not apply if a partial delivery and/or implementation has no independent value. In the event of a partial delivery and/or implementation, First Impression is entitled to invoice each part separately. If such an invoice is not paid (or not paid on time), First Impression is entitled to postpone the delivery and/or implementation of the following stages.
- The Other Party is and remains responsible for the security and updates of the systems it uses. The same applies for the integration between the hardware supplied and systems used by the Other Party.
- The Other Party undertakes to accept delivery of purchased goods and/or to have the agreed activities performed at the moment these goods are delivered to it and/or when it has been agreed that the activities will be carried out. If the Other Party refuses or is negligent in providing information or instructions necessary for the delivery and/or the performance of the activities, First Impression is then entitled to charge the Other Party for waiting time and/or any associated costs and the goods shall be transported and stored at First Impression or a third party, at the expense and risk of the Other Party.
- Packaging not intended for single use and in which the goods are delivered remain the property of First Impression. First Impression is entitled to charge the Other Party a deposit on such packaging. First Impression undertakes to accept this packaging in return, for the price charged to the Other Party, on condition that the packaging is returned carriage paid within a period after the delivery date stipulated by First Impression and/or at a time agreed by the parties.
- If the packaging is damaged, incomplete or has been lost, the Other Party shall be liable for such damage and the right to have the deposit repaid on the packaging concerned lapses.
- If the damage referred to in Article 8.2 is higher than the deposit charged, First Impression is entitled not to accept the return of the packaging. The Other Party is then obliged to pay the cost price of the packaging, minus the deposit already paid, to First Impression.
- The obligation stated in Article 8.1 for First Impression to accept the return of the packaging does not apply outside the Netherlands, unless First Impression explicitly states otherwise. The packaging costs then result in an increase of the price.
9: Additional work
- First Impression is entitled to charge additional costs that are the result of an inaccurate report by the Other Party or costs that are not included in the quotation/proposal. Furthermore, First Impression is entitled to charge additional costs that are the result of goods not being available from its usual suppliers, and hence other suppliers must be involved with additional costs as a result.
- If, at the request of and/or with the prior consent of the Other Party, First Impression has carried out activities and/or other performances that fall outside the content or scope of the initially agreed activities and/or performances, such activities and/or performances shall be reimbursed by the Other Party in accordance with the agreed rates and, in the absence thereof, in accordance with First Impression’s usual rates.
- Additional work is settled as a lump sum after the activities of First Impression have been completed.
- The provisions of these General Terms and Conditions are applicable in full to the additional work performed.
10: Completion, approval and defect liability period
- The Other Party should examine the delivered goods, or have them examined, as soon as possible after the delivery. When doing so, the Other Party should at least check whether the goods supplied meet the agreement, such as whether:
- the correct goods have been delivered;
- the quantity of goods delivered (for example the number and the amount) meets the agreement;
- the goods delivered meet the agreed quality demands or – if no such demands have been stipulated – the demands that may normally be set for a normal use and/or trading purposes;
- If any visible defects or shortcomings are detected, the Other Party must report them in writing to First Impression within seven days of the delivery, otherwise that right shall lapse.
- Complaints concerning the activities and services performed must, if those activities and services have resulted in visible defects, be reported in writing within seven days of the activities having been completed, otherwise that right shall lapse.
- Non-visible defects in goods and/or activities and services should be reported in writing to First Impression within fourteen days of their discovery, although no later than one year after delivery and/or the completion of the activities, otherwise that right shall lapse.
- The following may not be qualified as defects and/or shortcomings:
- imperfections in or characteristics of goods that are produced from natural materials, if such imperfections or characteristics are inherent to the nature of those materials;
- discolouring and limited colour deviations in the goods;
- goods whose nature and/or composition have changed after receipt by the Other Party or if the goods have been completely or partly processed or modified or are no longer in their original packaging.
- The Other Party must retain goods or documents and exhibits which are subject to a complaint, so that First Impression has the genuine opportunity to inspect them, otherwise the Other Party’s right shall lapse. If the investigation of the complaint requires the return of the goods or if it should prove necessary for First Impression to be granted the opportunity to investigate the complaint on site, the costs and risk of this shall only be borne by First Impression if First Impression agrees to this in writing in advance.
- If First Impression ascertains that a complaint is well-founded, First Impression may, at its own choice: repay the purchase price or pay compensation; perform the activities/services as agreed, or; deliver the goods/services unless this has, in the meantime, become pointless for the Other Party. The latter must be fully substantiated by the Other Party. If First Impression is liable for damage incurred by the Other Party, the provisions of Article 12 shall apply.
- Only after First Impression’s prior written permission and under the condition mentioned hereinafter, the Other Party is entitled to partially dissolve (ontbinden) an agreement in respect of a further to be agreed part of the goods to be delivered, or to replace such goods before transport of the goods to the Other Party takes place: the Other Party must reimburse the already demonstrably incurred costs by First Impression relating to the goods without delay. These costs consist in any case, but not exclusively, of the costs for the additional engineering and project management work, as well as any costs charged to First Impression by the supplier of such good(s).
- Furthermore, only after First Impression’s prior written permission and under the conditions mentioned hereinafter, the Other Party is entitled to partially dissolve (ontbinden) an agreement in respect of a further to be agreed part of the goods to be delivered, or to replace such goods, after Delivery takes places, if:
- the good(s) are returned no later than fourteen days after delivery, while the Other Party will bear the transport costs; and
- the good(s) are in the same condition upon return as they were initially delivered to the Other Party. If and insofar the good(s) are not in mint condition, it is assumed, subject to evidence to the contrary, that the condition had not been met; and
- the Other Party must reimburse the already demonstrably incurred costs by First Impression relating to the items without delay. These costs consist in any case, but not exclusively, of the costs for the additional engineering and project management work, as well as a re-stocking fee of 50 % (for common uninstalled goods with packaging present and intact), 75% (for common, already installed goods without packaging present) or 100% (for other goods).
- Article 10.8 and 10.9 do not apply to customized goods.
- First Impression is only obliged to service the goods supplied if the Parties have explicitly agreed on this in writing.
11: Cancellation and termination by mutual consent
- In the event of a contract for services and/or a contractor agreement, the Other Party may cancel the contract prematurely in writing but only for serious reasons as defined by Article 7: 408 par. 2 of the Dutch Civil Code.
- In the event of a premature cancellation for serious reasons, the Other Party shall pay a reasonably determined part of the remuneration, pursuant to the provisions of Article 7:411 of the Dutch Civil Code.
- When First Impression provides software to the Other Party on a license basis, this license will be provided for a period of one year, unless Parties agree otherwise. After expiry of every period, the license will automatically extended by a period of one year, unless timely written notice of termination is given by one of the Parties with due observance of a period of at least one month before the end of the relevant period.
- First Impression is insured for damage incurred worldwide and which is connected to the goods it supplies or activities it performs to a maximum of €2,500,000.00 per claim and €5,000,000.00 per year.
- Any of the Other Party’s right towards First Impression concerning compensation as a result of an event, whereby a series of interrelated events shall be considered one Event, is limited to the amount received from First Impression’s insurance for the case in question, plus the applicable excess.
- If the relevant insurance policy with regard to the Event does not provide cover or does not pay out, any of the Other Party’s right to compensation from First Impression shall be limited to a maximum of the invoice value of the performance of First Impression during the time frame in which the Event took place, unless the Event is the result of or relates to an individually invoiced performance or a share thereof that can be individualised, in which case compensation shall be limited to a maximum of the invoice value thereof. For any agreement with a term longer than six months, the liability is at all times limited to the part of the fee due for the last six months, even in the event of a longer time frame.
- The Other Party shall not be eligible for compensation for:
- indirect damage, such as trading loss/consequential damage, including for example stagnation damage and loss of profits;
- damage caused by deliberate or conscious recklessness on the part of agents or persons within the First Impression organisation who are not charged with the management of their company;
- in the framework of Article 10, costs incurred by the Other Party within the First Impression recovery period (for example, inspection/dispatch costs).
- The restrictions above also apply to illegal acts performed by First Impression and guarantees granted explicitly or otherwise by First Impression. The above restrictions do not apply if the damage is attributable to intent or conscious recklessness on the part of First Impression or persons charged with the management of its company.
- First Impression is entitled to accept any liability restrictions of third parties on behalf of the Other Party. Any of these third parties’ liability for shortcomings is restricted to the amount that First Impression can claim from those third parties.
- The Other Party indemnifies First Impression against all third-party claims related to or arising from the agreement executed by First Impression. The Other Party is bound to compensate First Impression for all damage in connection with this, including the complete costs of mounting a defence against claims from third parties.
- Any of the Other Party’s legal claims against First Impression shall lapse one year after the Other Party becomes aware of such claims and/or became eligible to assert its legal claim against First Impression.
- Invoices from First Impression should be paid within thirty days of the invoice date by bank transfer in euros.
- First Impression is entitled to perform a credit check on the Other Party. If this credit check implies, in First Impression’s opinion, a negative assessment of the creditworthiness of the Other Party, First Impression is always entitled to demand that payment be made before the delivery and/or implementation takes place, irrespective of whether the invoice term stated in Article 13.1 has already expired.
- Payments made by the Other Party – even if the Other Party states otherwise on that payment – shall always serve to settle all interest and costs owed and then serve to settle those invoices that are due and payable in respect of which the retention of title has already expired and/or in respect of which no retention of title applies, and finally they serve to settle those invoices that have been outstanding for the longest time.
- If the Other Party falls into default with a payment owed to First Impression, the Other Party shall be liable for interest on the outstanding amount in accordance with the legal commercial interest rate.
- First Impression is, at all times, entitled to offset all it has to claim, whether due and payable or not, from the Other Party and/or from an affiliate of the Other Party, against any counterclaim that may exist from the Other Party and/or affiliate of the Other Party. The Other Party is not entitled to offset any claims it may have against First Impression without the consent of First Impression. The Other Party shall not have any right of suspension towards First Impression. ‘An affiliate of the Other Party’ is deemed to mean a company belonging to the same group, in the sense of Article 2.24b of the Dutch Civil Code and a participation in the sense of Article 2:24c of the Dutch Civil Code.
The Parties mutually undertake to observe confidentiality with regard to information concerning the other party that has become known and that may be assumed to potentially damage that party if it were revealed to third parties. The party receiving confidential data shall only use such data for the purpose for which it was provided. In any case data shall be considered confidential if it is designated as such by one of the parties.
15: Intellectual property rights
- All intellectual property rights related to the software, data files, equipment or other materials developed and/or made available to the Other Party on the basis of the agreement, such as analyses, designs, documentation, reports, quotations, as well as preparatory material and the application programmes made with them and other performances performed by them, remain exclusively with First Impression, its licensors and/or its suppliers and are intended to be used by the Other Party solely within the framework of the quotation and/or agreement.
- The Other Party only obtains the user rights emphatically allocated under these General Terms and Conditions, the agreement between the parties and under the law. Any usage right allocated to the Other Party is non-exclusive, non-transferable to third parties, non-pledgeable and non-sublicensable. In the event that the Other Party violates the aforementioned provisions, the Other Party shall pay First Impression an immediately payable fine of €5,000.00 for such each violation and €5,000.00 for each week that the violation continues. In addition, First Impression retains its right to receive compensation for all damage thus incurred.
- First Impression retains the right to use the knowledge gained through the performance of the activities/services for purposes other than the execution of the agreement, on condition that no confidential information about the Other Party is passed on to third parties.
- If and to the extent that software has been developed specifically for the Other Party, the intellectual property rights to such software developed for the Other Party shall be held by the Other Party. These intellectual property rights shall be transferred to the Other Party after the agreement has been fully executed and the Other Party has fulfilled its contractual (payment) obligations towards First Impression.
- First Impression retains ownership of all goods it delivers and is to deliver to the Other Party in respect of claims concerning the consideration for goods delivered and to be delivered by First Impression to the Other Party by virtue of an agreement or by virtue of such an agreement also performed and to be performed for the benefit of the Other Party, as well as in respect of claims due to shortcomings in the performance of such agreements.
- Goods subject to retention of title may not be processed by the Other Party and may only be resold within the framework of normal business operations.
- If the Other Party fails to meet its obligations towards First Impression or if there is a well-founded concern that it will not do so, First Impression shall be entitled to remove delivered goods on which the retention of title referred to in Article 16.1 rests from the Other Party or third parties who hold goods for the Other Party, or to have them removed. The Other Party undertakes to cooperate fully in such a case under penalty of a fine of 10% of the amount it owes per day, without prejudicing First Impression’s right to claim full compensation and compliance.
- The Other Party is obliged to indicate that goods delivered under retention of title have been delivered and are thus the property of First Impression, in default of which all goods of the same type that are with the Other Party are also the property of First Impression. The latter is a burden of proof agreement.
- At First Impression’s first request the Other Party is obliged to provide (additional) security for all existing and all future claims that, for whatever reason, First Impression has or may have on the Other Party which, in the opinion of First Impression, gives and shall give continuous and sufficient security.
- The Other Party shall insure the goods delivered under retention of title and keep them insured during the period that they are subject to that retention of title. The Other Party shall allow First Impression to peruse the insurance policy if it so requests.
17: Force majeure
- Force majeure is deemed to mean a shortcoming on the part of First Impression which is (partly) caused by circumstances that cannot be attributed to First Impression and could not have been foreseen. These circumstances include, but are not limited to: stagnation and/or shortcomings on the part of suppliers, producers or other third parties – such as (sea) carriers and customs – on which First Impression depends; the weather; strikes or work stoppages; major and minor acts of war; natural disasters such as earthquakes; terrorism; fire; loss or theft; a general lack of the necessary raw materials and/or other goods or services required to achieve the agreed performance; business interruption, blockades of roads, waterways and ports; import or trade restrictions and; cyber crime.
- First Impression is also entitled to invoke force majeure if the circumstances preventing (further) performance occur after First Impression was supposed to have fulfilled its obligation.
- During a force majeure, deliveries and other obligations by First Impression are suspended. If the period in which a force majeure prevents First Impression from fulfilling its obligations for longer than 10 working days, both partners are entitled to dissolve (ontbinden) the agreement without the parties being obliged to pay one another any compensation.
- If, when a force majeure arises, First Impression has already fulfilled or can only satisfy some of its obligations, it is entitled to invoice whatever has already been delivered or that part that can be delivered and the client is obliged to pay that invoice as if it were a separate agreement. This does not, however, apply if the delivered goods or the part that has already been delivered does not have any independent value.
18: Claims due and payable & suspension/dissolution
All claims by First Impression on the Other Party become immediately due and payable in the event of:
- the Other Party being in default with regard to one of its obligations towards First Impression;
- if, after entering into the Agreement, First Impression learns of any circumstances that could give good cause to suspect that the Other Party will not meet its obligations;
- the Other Party being in default with regard to one of its obligations towards its (principal) bank.
- by the Other Party or a third party: with regard to the Other Party, the suspension of payments, bankruptcy, any (form of) insolvency procedure or judicial or extra-judicial debt restructuring is applied for or offered, or; the seizure of a substantial part of the goods of the Other Party or of goods that are under the control of the Other Party and that belong to First Impression or of goods of the Other Party which are encumbered with security rights in the favour of First Impression;
- one or more of the aforementioned circumstances arise with regard to a company affiliated to the Other Party that has concluded an agreement with First Impression.
In the circumstances listed under the second to fifth dash, the Other Party is in default. In all cases, First Impression is entitled, in the event of a default, to suspend further performance of the agreement, or to dissolve the agreement (ontbinden) or to terminate the agreement (opzeggen) immediately, all without requiring legal intervention and not without prejudicing First Impression’s right to claim compensation.
19: Governing law / competent judge
The legal relationship between First Impression and the Other Party is governed exclusively by Dutch law, with the exclusion of the CISG Treaty. Only the Dutch courts are competent to hear any disputes between First Impression and the Other Party. The court of Breda is exclusively competent subject to the applicability of Article 93 of the Dutch Code of Civil Procedure. First Impression remains entitled to summons the Other Party before the court in the domicile of the Other Party.
CHAPTER 2 – SPECIFIC PROVISIONS
20: Provisions on the rental and renting of goods
- This article shall apply to every legal relationship in which First Impression rents out goods.
- The rental period commences on the date and at the time agreed, or at the moment that the rented goods are delivered to the Other Party in accordance with Article 20.3, if the latter takes place earlier.
- Rented goods shall be made available in the warehouse and/or office of First Impression (’Ex Works’).
- If the goods are made available by First Impression at locations designated by the Other Party, the rental period is deemed to have started at the moment that the rented goods leave the warehouse and/or offices of First Impression.
- The rented goods should be returned by the Other Party in the packaging in which they are delivered (if applicable) on the agreed end date or at the agreed moment. Should the Other Party fail to comply, in addition to the regular daily rental charge – which shall continue until the agreed end date or the agreed moment – it will be subject to a fine equal to the regular rental charge per day or part thereof. In addition, First Impression is entitled to claim an additional compensation from the Other Party. The parties explicitly derogate from the provisions of Article 6:92, paragraph 2 of the Dutch Civil Code.
- Any defects in the rented goods together with damage and loss or theft should be reported immediately, although no later than within 24 hours of their discovery, to First Impression in writing and stating all the specifics. In addition, the Other Party is obliged to provide all cooperation that First Impression deems necessary, failing which the Other Party shall be liable for all damage incurred by First Impression as a result of this lack of cooperation.
- If First Impression repairs the defects in the rented goods within a reasonable period after the defect has been reported, the Other Party shall remain liable for the rental price for the time during which the rented goods could not be used, unless the defects are those stated in Article 7:209 of the Dutch Civil Code.
- The Other Party is not permitted to make modifications to the rented goods without the prior permission of First Impression. Defects and/or damage may only be repaired by the Other Party with the explicit prior written consent and at the direction of First Impression.
- The rented goods should, when returned, be in the same condition (with the exception of normal wear and tear) in which the Other Party received them when they were made available.
- The Other Party is forbidden from dismantling (parts of) the rented goods.
- The Other Party is forbidden from disposing of, renting, subletting, lending or otherwise making available the rented goods to a third party without the prior written consent of First Impression.
- First Impression is only obliged to maintain the rented goods if the Parties have agreed on this.
- Invoices issued by First Impression shall be paid, in derogation from the provisions of Article 13.1, within fourteen days after the invoice date by bank transfer in euros. The provision about the credit check stated in Article 13.2 remains fully applicable.
- First Impression is entitled to fix a security deposit which must be paid before the commencement of the rental period.
- In the event of the theft, loss or destruction of the rented goods during the rental period, the Other Party shall remain liable to First Impression for the rental price until the agreed end date. In addition, the Other Party is obliged to compensate the damage suffered by First Impression as a result of the theft, loss or destruction of the rented goods. The Parties set this compensation at the new value of the rented goods.
- In the event of damage (other than normal wear and tear) to (parts and/or accessories of) the rented goods, the Other Party is bound to compensate First Impression for the repair costs incurred as a result of repairing the damage. The same applies to the theft of parts of and/or accessories to the rented goods. The Other Party is also obliged to compensate First Impression for the damage First Impression incurs as a result of the aforementioned damage to the rented goods or the theft/loss of parts and/or accessories, such as, but not limited to, loss owing to stoppage and loss of profits.
- First Impression is entitled to check the condition of the rented goods and the manner in which they are used during the rental period. The Other Party must ensure that First Impression or its representative is granted access to the rented goods.
- In any case the Other Party must insure the rented goods for the duration of the rental agreement against the normal risks, such as damage, loss and destruction of the rented goods.
- The Other Party indemnifies First Impression against third-party claims which arise from (the use of) the rented goods.
21: Special Effects
- This article is applicable if the Other Party uses work consisting of providing so-called special effects.
- First Impression shall provide so-called special effects in mutual consultation with the Other Party, whereby hazardous substances are used where appropriate. Within this framework First Impression always has an obligation of effort.
- The other party must ensure and is responsible for a safe work situation including reasonable precautions and safety measures to be taken; including, but not limited to, room suitability, crowd control, safe distance between those present and the special effects, suitable and working fire extinguishing equipment, protection against the weather.
- However, the Other Party is aware that the use of special effects, in spite of the measures mentioned in paragraph 3, may pose the risk of damage to persons and goods. The Other Party accepts this risk.
- First Impression is not liable for any damage caused by the use of special effects, except in the event that it fails to take the precautionary measures it deems reasonable and necessary.
22: Creative Agency
- This article is applicable if First Impression has undertaken to make and/or supply and/or distribute content or visual forms of communication and/or the development of concepts for the Other Party.
- First Impression supports the Other Party in designing and executing content and the development of concepts and is only obliged to make an effort in this respect.
- The Other Party is responsible for the content, the timing, the results and the further consequences of the content and/or of the concepts developed, regardless of whether the content and/or the concept developed is ultimately distributed by First Impression or the Other Party.
- First Impression shall make every effort to rectify, as quickly as possible, errors in transmission, programming, scripting and/or logarithm errors in the content. The same applies to disruptions in and/or the non-availability of content. Even so, First Impression cannot rule out the possibility that such defects may occur.
23: Service desk
- This article is applicable if the Other Party makes use of support provided by First Impression through its service desk.
- First Impression shall deal with properly founded requests for support within a reasonable period of time according to the usual procedures it adopts. First Impression does not guarantee the completeness of the responses or the support offered. Support is provided on working days during the normal opening times of First Impression.
- The Other Party shall periodically pay a fee for the use of support through the service desk, unless the Parties have agreed a fee on a cost-plus basis, in which case the provisions of Article 22.4 apply. Invoices issued by First Impression shall be paid, in derogation from the provisions of Article 13.1, before the commencement of the period during which First Impression shall provide support to the Other Party through its service desk.
- If the parties have agreed a fee on cost-plus basis, First Impression shall issue an invoice to the Other Party at the end of each month; this invoice should be paid within thirty days.