General terms & conditions

Article 1. General terms

1. These general terms and conditions apply to all offers and quotations, as well as all agreements and all

other legal relationships between JB-inflatables B.V. and buyer/client, unless explicitly confirmed

otherwise in writing by JB-inflatables B.V.

2. Buyer/client accepts the applicability of these terms and conditions, just by way of his purchase, order

or commission and these terms and conditions will automatically apply to all further orders and

commissions.

3. Deviations from these terms and conditions will only be valid in as much as they have been accepted in

writing by JB-inflatables B.V.

 

Article 2- Offers and the conclusion of agreements

1. Offers and/or price quotations from JB-inflatables B.V. are always without any obligation and

should be considered as an invitation to make an offer. As a result, JB-inflatables BV will not be

bound by them, unless explicitly agreed upon otherwise in writing. Indicated prices are always net

amounts and therefore excluding any due taxes.

2. While given or communicated with as much precision as possible, information, pictures, messages,

quotations, in writing, verbally, by phone or by email or otherwise regarding the most important product

features and characteristics will be just of an indicative nature. JB-inflatables B.V. does not

guarantee that all product features and characteristics will be fully in accordance with the information

that was provided, nor will JB-inflatables B.V. be bound as a result of this. Deviations will, in

principle, not lead to any compensation for damages and/or dissolution of the contract.

3. Offers will remain valid as long as they are communicated.

4. Agreements, whatever their name, will be concluded when an acceptance by buyer/client has been

confirmed in writing by JB-inflatables B.V. or the moment at which JB

starts the performance of the contract.

5. Any additions or changes to the agreement and/or other arrangements will not be legally binding upon

JB-inflatables B.V., unless they have been confirmed in writing by JB-inflatables B.V.

6. The buyer/client has the obligation to cooperate as much as possible with the performance of the given

order or commission, providing all the convenient and necessary information in time, while

guaranteeing its accuracy, comprehensiveness and reliability.

7. Should it become clear to JB-inflatables B.V., during the performance of the agreement, that it

will be necessary to make changes or supplementations to the work that is performed, JB-inflatables

B.V. will communicate this to the buyer/client and the agreement will be changed and/or

supplemented, be it fully or partly. Such modifications to the agreement will never result in any

compensation for damages by JB-inflatables B.V. towards buyer/client.

8. Agreements concluded with JB-inflatables B.V. subordinates lacking the required powers , will

not be binding upon JB-inflatables B.V.

 

Article 3 Delivery and the passing of risk

1. JB-inflatables B.V. will act with the greatest care when accepting and performing the order(s)

and/or commission.

2. JB-inflatables B.V. is entitled to let third pa rties realize deliveries.

3. Delivery will take place ex works at the place of business of JB-inflatables B.V., in accordance

with the Incoterms 2010. The moment JB-inflatables B.V. provides the goo d(s) to buyer/client,

the risk will pass to the other party accordingly.

4. Should, without prejudice to the above, JB-inflatables B.V. incur any resulting liability, it will

be limited maximally to the amount to be paid by its insurer, in such a case.

5. Notwithstanding what has been stated in section 3 of this article, buyer/client and JB-inflatables

B.V. may agree that JB-inflatables B.V. will take care of transport. The risk involved with

storage, loading, transport and unloading will rest upon buyer/client in that case. Buyer/client must

insure himself against these risks.

6. The delivery of the goods will be considered to have been realized in any case:

- when the goods are picked up by or on behalf of buyer/client or through the receipt of the goods by

buyer/client;

- by shipping via a professional carrier or hauler; through the passing of the goods to that party;

- by a means of transport of JB-inflatables B.V. : through the receipt of the g oods by buyer/client

or the delivery at the depot of buyer/client.

7. The terms of delivery/execution will only be of an indicative nature and they will never count as fatal

terms.

8. The delivery time starts as soon as all contractual details have been agreed upon and all data needed for

the performance of the agreement as well as any agreed (partial) payments have been received by JBinflatables

B.V .

9. An agreed delivery term will be extended with a period of delay occurring on the side of JB-inflatables

B.V. due to non-compliance of buyer/client with any contractual obligation or with the required

cooperation of buyer/client regarding the performance of the agreement.

10. Should buyer/client refuse to accept the goods, they will be stored by JB-inflatables B.V. for a

one-month period and buyer/client will be informed by JB-inflatables B.V. within 10 work days

in writing that the goods can be collected by him after cash payment of the total amount due. After this

one-month term JB-inflatables B.V. will be entitled to these goods unrestrictedly, without

prejudice to any claims against buyer/client.

11. In case the delivery term is exceeded, but not unreasonably so, or in case buyer/client does not suffer

any damage as a result of this, buyer/client will not be entitled to compensation for damages or (to

demand) a dissolution of the agreement.

12. In case of a non-timely delivery, JB-inflatables B.V. will only be in default after receiving a written notice of

default from buyer/client, giving the former party a reasonable term to meet its obligations towards

buyer/client at this later time. A reasonable term will have to be at least one half of the originally agreed

(delivery) term and in any case at least a period of 14 days.

13. The buyer/client can only claim compensation for damages in case of (wilful) intent or gross negligence

on the side of JB-inflatables B.V., unless explicitly agreed upon otherwise in writing. This

compensation will, in any case, never be more than that part of the invoiced amount regarding nontimely,

absent or incomplete delivery of goods.

 

Article 4 Retention of title

1. The ownership of products will only pass to buyer/client, regardless of the actual delivery, after

buyer/client as completely fulfilled all his (payment) obligations with respect to the agreement with JBinflatables

B.V. including, among others, compensation for interest and costs, also involvi ng

any previous or later deliveries and any work (to be) done regarding the products.

2. Buyer/client may not burden, sell, further deliver, transfer (the ownership) or encumber the products in

any other sense, before the transfer of their ownership.

3. Buyer/client has the obligation and is required to inform JB-inflatables B.V. immediately and in

writing in case of pending third party claims regarding products encumbered with a reservation of title,

as stated in this article.

4. Should the buyer/client not observe any obligation of the agreement, including his payment obligation,

or in case JB-inflatables B.V. has good reason to fear that buyer/client will fall short of his

obligations, JB-inflatables B.V. or third parties designated by JB-inflatables B.V. will be

entitled to take back the goods, without the need for a notice of default. In such a case, buyer/client will

authorize JB-inflatables B.V. or third parties to be designated by JB-inflatables B.V.

unconditionally and irrevocably to enter the locations of these goods and retrieve these goods.

5. JB-inflatables B.V. will at all times be entitled to demand the furnishing of security from the

buyer/client and suspend its performance until this has been realized.

6. The buyer/client, entrepreneur, has the obligation to cooperate on first request with the establishment of

any right of (undisclosed) pledge upon goods delivered to buyer/client that have become the property of

the latter through payment, for the benefit of JB-inflatables B.V. This way, security is furnished

for the fulfilment of existing or future (payment) obligations of buyer/client towards JB-inflatables

B.V.

 

Article 5- Prices

1. All prices stated by JB-inflatables B.V. are expressed in euros and will exclude, unless

communicated otherwise, among others, value added tax, import duties, order costs, packaging costs

and any other government levies, charges or legal contributions. Buyer/client is obliged to pay the

prices indicated by JB-inflatables B.V. or shown or communicated in its confirmation to

buyer/client. Apparent writing errors in the price quotation may be adjusted by JB-inflatables B.V.,

even after the conclusion of the agreement.

2. In case of an increase of one of the cost price factors, including, among others, a change in currency

rates, levies, import and export taxes, freight rates, JB-inflatables B.V. will be entitled to raise

the price of the order accordingly, while observing any legal requirements concerned. However, future

price raises that are already known should be mentioned in the order confirmation. Should such a raise

occur within three months after the conclusion of the agreement, buyer/client will be entitled to dissolve

the agreement within a reasonable term against payment of a reasonable compensation of direct costs

made by JB-inflatables B.V. connected to this agreement.

 

Article 6 Revendication

1. At the time of delivery of the goods, buyer/client will have the obligation to check whether the products

and/or services are in accordance with the agreement. Should that not be the case, then client must

notify JB-inflatables B.V. in writing as soon as possible, yet no later than three days after

receiving the product or service. Any faults or defects that cannot reasonably be discovered within this

three-day period, must be reported in writing to JB-inflatables B.V. immediately after their

discovery and, at the latest, within thirty days after receiving the product or service.

2. Revendications must include a clear description of the complaint together with photographical material

and must be communicated as soon as possible after the delivery.

3. Should the stated terms for complaints not be observed, then the goods will be considered to be

delivered in accordance with the agreement and without any fault or defect.

4. Buyer/client must give JB-inflatables B.V. the opportunity to assess the legitimacy of the

complaints concerned.

5. Minor or unpreventable quality deviations will not be regarded as a delivery fault.

6. The obligation of JB-inflatables B.V. is limited to either t he rep lacement or repair of the product

or service concerned, being responsible for any costs involved, or the crediting to the account of client

with an amount equal to the product price concerned, the choice to be freely determined by

JB-inflatables B.V.

7. A complaint will never give cause to a suspension of the payment obligation or of any other obligations

of client towards JB-inflatables B.V.

8. The contents of this article are applicable unrestrictedly in case the delivered objects for buyer/client are

being delivered at a third party. For that reason, buyer/client can never make objections towards JBinflatables

B.V. arguing that he has not checked and examined the delivered objects because

they were stored elsewhere, with a third party.

9. Buyer/client is required to act as a careful and responsible debtor and/or possessor, taking care to

preserve these objects.

 

Article 7 Liability, indemnification

1. In case of an imputable fault, JB-inflatables B.V. will still be required to meet its contractual

obligations.

2. JB-inflatables B.V.’s obligation to pay for damages on whatever legal ground is limit ed to the

amount charged to buyer/client for the performance of the agreement.

If, for whatever reason, JB-inflatables B.V. is not covered by the limitations of section 2 of this

article, the obligation to compensate for damages will be limited to a maximum of 15% of the total

order or commission price (excluding VAT). In case the agreement consists of parts, sections or partial

deliveries, the obligation to compensate for damages will be limited to a maximum of 15% (excluding

VAT) of the order or commission price connected to that part, section or partial delivery.

4. The following items will not be compensated:

a. consequential damages. They comprise, among others, business standstills, product losses,

profit loss, travel and accommodation expenses. Client can insure himself against these

liabilities, if possible;

b. b. company liabilities involving damages during or through the performance of the work or

opzichtschade. They involve among others damages to goods worked on or to goods located

near the place where the work is done, during the performance of the work. Client can, if so

desired, insure himself against these liabilities;

c. damages caused by (wilful) intent or wilful recklessness of assistants or non-supervisory

subordinates of client.

5. JB-inflatables B.V. is not li able for damages to materials supplied by or on behalf of

buyer/client as a result of a faulty realization of modifications.

6. Buyer/client indemnifies JB-inflatables B.V. against all third party claims resultin g from product

liability caused by a faulty product delivered by buyer/client to a third party and consisting (partly) of

products and/or materials delivered by JB-inflatables B.V. Buyer/client is required to

compensate for damages suffered in connection to this, among others (all) the (legal) defence costs.

 

Article 8 Force Majeure

1. Conditions and circumstances beyond the will and actions of JB-inflatables B.V., whether or not

foreseeable at the time the agreement was concluded, of such a nature that compliance with the

agreement cannot reasonably be demanded from JB-inflatables B.V., will be considered as force

majeure, be it permanent or temporary, and JB-inflatables B.V. will be freed from its obligation

to perform as a result of this.

2. These kinds of circumstances include, among others, extraordinary weather conditions, strikes,

employee accidents or sickness, restricting government measures also including measures of foreign

government bodies, war and the threat of war.

3. In case of force majeure, JB-inflatables B.V. will have the righ t to dissolve the agreement fully

or partly or make contractual modifications so that performance will again be possible, without the need

for any court interventions and without any entitlement to damages of buyer/client. Should JBinflatables

B.V. have already performed part of the agreement at the moment of its dissolution,

the performed work and any connected payment obligations will not be covered by the cancellation,

unless this is claimed and reported by JB-inflatables B.V. in writing to buyer/client .

 

Article 9 Warranty

1. In case a warranty has been issued for the goods/objects, the warranty term will never exceed a oneyear

term, without prejudice to the applicability of other warranties.

2. Warranty rights will extinguish in case buyer/client has not fulfilled all his contractual obligations

towards (JB-inflatables B.V.).

3. Products delivered by JB-inflatables B.V. will in any case be considered as sound, when

buyer/client has started using the delivered product, has modified or processed it, has delivered it to

third parties or has realized its first use, modification, processing or delivery to third parties.

4. In case of a faulty delivery/performance, JB-inflatables B.V. will have the right to either take back the

defective delivery and credit buyer/client or make repairs, arranging a redelivery, to be determined

primarily by JB-inflatables B.V.

5. Defects caused by regular wear and tear, inappropriate use, carelessness, or lacking or faulty

maintenance, minor faults not impairing soundness, faults appearing after a modification or repair by or

on behalf of buyer/client and/or defects that have not been reported in writing to JB-inflatables B.V.

within a the required period after their (possible) discovery, as stipulated in article 8 section 4 will

not be covered by the warranty.

6. The warranty comprises exclusively either the replacement or the repair, to be determined by JBinflatables

B.V., of what is defective regarding quality standards applying to these goods, to be

proven by buyer/client.

7. Regarding objects w fabrieksgarantie) the warranty terms issued by the

manufacturer will apply without prejudice to the above. -

inflatables B.V. will transfer the claims against the manufacturer concerned (to the other or

another party).

8. cts mentioned

above, JB-inflatables B.V. will not issue a warranty either.

 

Article 10 Payment, obligations buyer/client

1. Payments should be made in cash at the time of the delivery, without any discount or debt settlement

per contra, unless agreed upon otherwise.

2. All agreed payment terms or instalments are to be considered as fatal terms, unless explicitly agreed

upon otherwise in writing.

3. When a payment term is not met, buyer/client is required to pay a retained of 1% per month, without a

prior notice of default and without prejudice to the other rights of JB-inflatables B.V. such as the

right to be compensated for extrajudicial costs and statutory (commercial) interest.

4. In case buyer/client fails to meet his payment obligations regarding the remaining amount due, even

after receiving a notice of default, he will also be required to pay the extrajudicial collection costs next

to the total amount due consisting of the remaining amounts as well as the interest due.

5. For buyer/client, any settlement (in contra) power on whatever grounds and for whatever reason will be

explicitly excluded and objections against the height of the sum that has been invoiced will not lead to a

suspension of payment obligations of buyer/client.

6. In case JB-inflatables B.V. receives clear indications regarding insufficient or lowered

creditworthiness of buyer/client before or during the performance of the agreement, it will have the

right to terminate the execution of the agreement. A refusal of the buyer/client to furnish security,

including among others advance payment, be it common practice or not, will give JB-inflatables

B.V. the right to consider the agreement as dissolved, without prejudice to the right of JB-inflatables

B.V. to be compensated for costs, d amages and interest as well as loss of profit.

7. Without prejudice to the above, JB-inflatables B.V. is entitled to suspend the performance of the

agreement, including the delivery, in case buyer/client is in default regarding the fulfilment of his

payment obligations, including those regarding prior agreements and also in case a fixed delivery term

has been agreed upon regarding this agreement. Payment claims of JB-inflatables will be due

and payable immediately in this case, without prejudice to the right of JB-inflatables B.V. to

compensation for costs, damages and interest suffered by JB-inflatables B.V. as a result of this

and its right to reclaim the goods delivered but still unpaid.

8. Revendications as a result of invoices must be communicated in an appropriate fashion in and in writing

to JB-inflatables B.V. within 5 days after the invoice date;if not, th e invoice concerned will be

considered to reflect the underlying (parts of ) the agreement(s) correctly and considered to be approved

by buyer/client in a business capacity.

9. In case of non-timely payment, buyer/client will automatically and legally be in default, without the

need for a further notice of default or summons. As of the default date, all (payment) claims of JBinflatables

B.V. will be due and payable immediately and buyer/client will be charged a 1%

monthly interest over the total remaining amount due, parts of a month being counted as a whole month,

without prejudice to all judicial and extrajudicial costs of whatever nature that had to be made by JBinflatables

B.V. as a result of non-compliance by buyer/client.

10. In case the buyer/client does not fulfil a contractual obligation including his payment obligation or in

case it has good reason to believe that buyer/client will fall short in the fulfilment of his obligations, JBinflatables B.V. will be entitled to retrieve the deli vered goods, without the need for any notice

of default. If so, buyer/client will authorize JB-inflatables B.V. or third parties designated by

JB-inflatables B.V. unconditionally and irrevocably to enter the locations of the goods and

retrieve these goods.

11. JB-inflatables B.V. will at all times be entitled to demand further security from the buyer/client

and suspend its performance until this has been furnished.

12. The buyer/client will bind himself to cooperate, on first request, with the establishment of the right of a

(undisclosed) pledge for the benefit of JB-inflatables B.V. on goods delivered by JB-inflatables

B.V. that have become the property of buyer/c lient through payment, providing security for the

fulfilment of (payment) claims, other than those stated in section 1 of this article, including future

(payment) claims that JB-inflatables B.V. may have or get against buyer/client.

 

Article 11 Intellectual property rights

1. Without prejudice to what has been stated elsewhere in these general terms and conditions, JBinflatables

B.V. will reserve the rights and powers that it is entitled to on the basis of intellectual

property rights legislation, rules and regulations.

2. JB-inflatables B.V. will remain the owner of all d ocuments to be provided by JB-inflatables

B.V. to buyer/client such as documents, advisory reports , flyers, pictures, photographs, texts,

drawings, design, sketches, software etc. and they are to be used exclusively by buyer/client for the

purpose for which they have been provided to buyer/client. Without the prior written permission from

JB-inflatables B.V. these papers cannot be used for any other purpose, nor can they be

multiplied, published or brought to the notice of third parties, unless this results from the nature of the

supplied papers.

3. In case of illegitimate use by buyer/client of the documents stated above, buyer/client will be charged a

penalty due and payable immediately of 1000 (thousand Euros) for each infringement, without

prejudice to other rights of JB-inflatables B.V. including a full compensation for damages

suffered by JB-inflatables B.V., such as profit loss and costs made for drawing up the pap ers

concerned.

4. The buyer/client will guarantee JB-inflatables B.V. that no right party rights rest on any of the

supplied papers, such as documents, advisory reports, flyers, pictures, photographs, texts, drawings,

design, sketches, software etc, fully indemnifying JB-inflatables B.V. for any third party claims

concerned. If and in as much there will be any third party claims regarding any possible infringement

upon copyrights, all costs for legal assistance reasonably to be made by JB-inflatables B.V. in its

defence against the claim will be charged to buyer/client, regardless of the legitimacy of the claim.

 

Article 12 Applicable law and disputes

1. All legal relationships between JB-inflatables B.V. and buyer/client, such as offers and

quotations from JB-inflatables B.V. will be governed exclusively by Dutch law.

2. The court in the place of business of JB-inflatables B.V. will have the exclusive competence to

decide disputes resulting from or connected with legal relations involving JB-inflatables B.V.,

unless stipulated otherwise by (coercive) law. However, JB-inflatables B.V. has the power to

submit the dispute to any court that is competent according to the law.