Article 1 General
1.1 Unless expressly agreed in writing, these terms and conditions apply to all (legal) relations between BIS Bedrijfs Informatie Systemen B.V. (hereinafter referred to as: “BIS”) and the customer. Any deviations must be agreed expressly in writing.
1.2 Within these terms and conditions, “customer” means any individual who enters, or would like to enter, into contract with BIS. “Contract” is likewise understood to mean any act (in law) in preparation or implementation of said contract.
1.3 Use of the customer's terms and conditions is expressly excluded.

Article 2 Offers and contracts
2.1 All offers made by BIS are subject to change. Furthermore, all offers may be withdrawn regardless of whether they include a deadline for acceptance.
2.2 All verbal additions, undertakings or changes are binding only if agreed by an authorised person within BIS.
2.3 BIS is at all times entitled, prior to providing (further) goods or services, to demand that the customer provide assurance that he will meet payment as well as other obligations.

Article 3 Supply/delivery, carrying out activities/services
3.1 The supply/delivery date and deadlines for carrying out activities/services (all such terms being referred to jointly as “delivery dates”) provided by BIS are not fatal. If one delivery date is missed, this does not constitute neglect. BIS will endeavour as far as possible to respect delivery dates. Failure to supply by the delivery date does not entitle the customer to any claim for damages.
3.2 If the delivery date is not expressly agreed, a reasonable delivery date will apply calculated from the point at which the contract was agreed.
3.3 BIS is at all times entitled to make part-deliveries and to invoice said part-deliveries separately.
3.4 In all cases, goods are despatched, or delivered good transported, at the risk and cost of the customer. BIS will select the means of transport.
3.5 If the customer does not accept goods to be delivered or activities/services to be carried out in time in the correct way, he shall be deemed neglectful without proof of default and BIS shall be entitled in all cases to invoice the agreed cost. BIS is also entitled to store the goods to be supplied at the customer's cost and risk.
3.6 Goods become the risk of the customer as soon as they are placed at his disposal, or at the disposal of his agents.
3.7 The customer must give BIS the opportunity to carry out the activities/services, which includes the customer ensuring that:
- the place where the activities/services are to be carried out and access to this place can be reached;
- BIS is able to access the facilities needed to carry out the activities/services, including but not limited to connections to necessary energy supplies.

Article 4 Prices
4.1 Each contract is agreed at the prices valid at the time the contract is agreed. All prices are exclusive of VAT, transport and/or despatch costs, installation costs, montage costs, other costs associated with the supply, as well as any government levies or fees. Unless otherwise agreed, prices are based on delivery ex-warehouse/storage.
4.2 BIS is entitled to change its prices at any time on the understanding that prices already agreed may be changed only if the cost price determining factors on which the prices are based have changed since the agreement was concluded and prior to delivery. If the customer is a private consumer, BIS must meet the cost of any cost price circumstances which raise prices where such circumstances occur within three months of the contract being agreed.
4.3 Under or over supply is calculated:
- in the case of change to the contract or conditions of implementation;
- in the case of a variation between the provisional sums and the billable and estimated quantities.
4.4 If the total under supply exceeds over supply, BIS is entitled to a sum equivalent to 10% of the difference between the two totals.

Article 5 Returns, complaints and guarantee
5.1 BIS is not obliged to accept returns from customers without issuing prior written agreement. The customer bears the risk for all returned articles until they have been credited by BIS. Any credit payment will be paid following a deduction of 15% of the cost of the returned good, with a minimum cost of EUR 25,-.
5.2 Complaints must be made in writing within 48 hours of receipt of goods being supplied or relevant activities/services being carried out. In the case of failure to do this, the quantity and quality as deemed by the customer must be accepted.
5.3 If a complaint is made in time and in accordance with these terms and conditions and BIS reasonably considers there is sufficient evidence that the goods or activities/services are not fit for the purpose for which they were supplied, BIS shall have the option either to re-supply the unfit goods or activities/services free of charge or to grant a price reduction. In doing either of these, BIS shall be deemed to have fully met the obligations of the guarantee and cannot be held to any further claim for damages. Replaced goods or parts become the property of BIS.
5.4 Any legal claim in consideration of this article expires in any case three months after receipt of the goods or supply of the relevant activities/services.

Article 6 Liability
6.1 BIS is liable only for direct damages as the result of –to be proven by the customer - gross negligence or malice by BIS and/or its executives forming part of the board directors or management team subordinated to carry out the obligations resulting from the contract agreed between BIS and the customer.
6.2 BIS is never liable for:
- indirect damages of any kind whatsoever, including consequential damages and/or
- immaterial damages which the Customer or a third party suffers because BIS or a person for whom BIS is legally responsible fails to fulfil the contract.
6.3 The customer is responsible for the cost and risk in all cases of damage caused by:
- faults and/or defects in construction and working methods required by the customer as well as drawings, calculations, specifications, implementation instructions and similar provided by the customer.
- defects in, or unsuitability of, goods which originate from the customer or are prescribed by him, including the premises at which the activities or services are carried out;
- failure to deliver, or to deliver on time, goods referred to in the point above;
- activities/services and/or supplies provided by the customer or commissioned by him to third parties;
- the loss of materials, parts and/or tools supplied with regard to the activities/services, including damage to these items;
- insufficient fulfilment of the contract for which the customer, prescribed sub-contractors and/or other agents are responsible;
- unlawful acts by subcontractors and/or other agents engaged by BIS and/or the customer;
- the design supplied by BIS in so far as this was approved by the customer.
6.4 BIS's liability is at all times limited to the total sum of monies paid by the customer in respect of the agreed contract, including VAT, up to a maximum of € 500,000,-- (five hundred thousand Euros) per incident, whereby a related series of event counts as a single incident.
6.5 The customer shall indemnify and safeguard BIS against any claims by third parties, for any reason whatsoever, for damages, costs, interest and/or losses arising from activities and services carried our by BIS. Should BIS nevertheless be held liable, the provisions content of the previous articles shall still apply. In this case, BIS has the right of recourse against the customer for the amount paid by BIS in damages.
6.6 The provisions of this article apply equally to all individuals used by BIS to fulfil the contract.
6.7 Any legal claim relating to damages expires in any case three months after receipt of the goods or supply of the relevant activities/services.

Article 7 Force majeure (Non-accountable non-compliance)
7.1 In the case that BIS is prevented by force majeure from fulfilling the contract, or force majeure renders fulfilment more expensive, BIS is entitled to suspend the contract for as long as the force majeure persists or to be wholly or partly released from the contract without BIS being held to any claim for damages.
7.2 ''Force majeure” is defined as any circumstances either foreseen or not foreseen, as a result of which the customer can no longer demand that the contract be fulfilled. Such circumstances include amongst others strike, excessive absence due to sickness, transport problems, fire and other interruptions to business, late deliveries by BIS suppliers and events beyond the control of BIS such as flood, storm and changes in legislation or government decree.

Article 8 Payment
8.1 Payment is due within 14 days of invoice unless agreed otherwise in writing, without reduction and/or compensation.
8.2 If payment is not made within the agreed period, the customer is in default by operation of the law, and liable for a rate of interest of 10% per annum on the amount outstanding. The customer must pay all legal and non-legal costs. Non-legal costs are 15% of the sum outstanding, with a minimum cost of € 125,-.
8.3 Complaints regarding invoicing may - without prejudice to the provisions of article 5.2 - be made only within 8 working days of the invoice date. Complaints must be submitted in writing.

Article 9 Dissolution
In the case of non-payment of an outstanding amount, or failure to fulfil in full and/or in time any other obligations arising from a contract, failure to pay, (request for) suspension, (application for) bankruptcy, the appointment of an administrator, death, or liquidation of the customer's business, BIS is entitled without proof of default and without legal intervention to dissolve the contract wholly or in part and to reclaim as its own any goods supplied and not yet paid in full, taking into account any amounts already paid, without prejudice to its claim for damages. In the case that BIS dissolves the contract, all its claims against the customer are submitted immediately and in full with no requirement for prior proof of default.

Article 10 Intellectual property
10.1 Estimates, samples, diagrams, drawings and/or other documents associated with an offer or relating to an order or contract, together with any system designs that form part of this are and remain the property of BIS and may not – without prior written agreement from the Board of Directors of BIS – be published, copied, used or reproduced in whole or in part, nor offered to third parties.
Neither may any part of the technology demonstrated be used to improve the customer's own products, activities and services. All information from BIS must be treated as confidential. Any associated documents must be returned to BIS at first request and no copy, in any form whatsoever, retained. The customer is responsible for all damages suffered and/or to be suffered by BIS as a result of transgression of the prohibitions described.
10.2 BIS will take all reasonable care required to prevent any goods supplied and/or activities/services carried out from contravening relevant legislation in force in the Netherlands relating to the intellectual property of third parties. If nevertheless, as the result of reproachable actions on the part of BIS and/or its management subordinates, such legislation is violated, BIS shall, without prejudice to the provisions of article 6, be entitled to choose either to replace or change the goods and activities/services supplied, or acquire the right to continue to use the goods supplied or the activities/services carried out, or dissolve the contract in whole or in part, refunding the customer the price paid for these goods/activities/services including a reasonable amount for depreciation. This is subject to the provisions of article 10.3 being met.
10.3 The customer must advise BIS immediately in writing of any potential liability or legal decrees that indicate that use of the goods supplied, and the activities/services carried out by BIS contravene any intellectual property legislation in force in the Netherlands.

Article 11 Reservation of ownership
BIS remains the owner of all goods it has sold as well as any rights to be granted or transferred until the moment that the customer fulfils completely his part of the contract with regard to the goods supplied or to be supplied by BIS by force of contract or activities/services carried out or to be carried out (also) to the benefit of the customer by force of such a contract and until the moment that all demands relating to failure to fulfil such a contract have been met. Until full payment has been made, the customer is not authorised to pledge the goods in whole or in part to third parties nor to transfer ownership other than in the normal course of business or the goods' normal designated use. The customer must handle goods supplied under reservation of ownership with the care necessary and as the recognised property of BIS.

Article 12 Applicable legislation and competent courts
The law of the Netherlands alone applies to all contracts and these terms and conditions. The Vienna Sales Convention 1980 (CISG) is not applicable. All disputes arising with BIS shall, unless prescribed otherwise by force of law, be settled by the competent court in Rotterdam.

Special terms and conditions relating to rentals

Article 13 General
13.1 The articles from 14 onwards of these terms and conditions apply as a supplement to articles 1 to 12 of these terms and conditions. Where, and in so far as, the special terms and conditions deviate from articles 1 to 12, the special terms and conditions shall take precedence.
13.2 Within these terms and conditions, “hirer” means any individual who enters, or would like to enter, into a rental contract with BIS with regard to the hire of materials. “Material” is defined as audiovisual equipment with accessories in the widest sense of the word.

Article 14 Duration of the rental contract
14.1 The rental period is from the day that the material is made available from the warehouse to the hirer or - if transportation is arranged by BIS - the day that the material is delivered to the hirer.
14.2 The rental period ends at the end of the day on which the hirer returns the material to BIS in full and undamaged or - if transportation is arranged by BIS - the day on which the hirer makes the material available to BIS. If the material is not returned in this condition, the hirer must pay the costs of replacement and repair. These costs are settled using the deposit payment.

Article 15 Use
15.1 All material is set up and equipped for normal use. The hirer must take proper and reasonable care of the material and use it in compliance with its designated purpose.
15.2 The hirer must in cases ensure that the material is not lost, does not perish and is not exposed to damage. At the end of the rental period, the hirer must return the material to BIS in good condition and in full.
15.3 The hirer is not authorised without prior written approval from BIS to sub-let the material, hire it to third parties or in any way make it available for use.
15.4 The hirer is not authorised to make changes in and/or to the material.

Article 16 Implementation
16.1 The customer is responsible for, and bears the risk and cost of, loading and transportation to and from BIS, as well as rendering material operational.
16.2 Unless agreed otherwise in writing, the material is hired exclusive of service and energy supply, but inclusive of any necessary ballast. The costs of energy supply, maintenance and associated accessories and maintenance materials and tools shall be met by the hirer. The hirer shall carry out regular maintenance as deemed reasonably necessary.
16.3 The hirer must use only accessories and maintenance materials and tools as prescribed by BIS.

Article 17 Damages and making good damages
17.1 The material remains the property of BIS at all times.
17.2 The hirer is liable for all losses - including but not limited to theft and embezzlement, damages, breakage or rendering unusable in any other way; other than during normal wear and tear of the material, and shall in such cases refund the cost of the material at its value as new. If damage to the material is established, BIS shall base this on the useful value of the material. This evaluation by/for BIS is binding for the hirer.
17.3 The hirer must inform BIS immediately of any loss, damage, breakage and such like.
17.4 The hirer is advised to insure against the risk of loss, destruction and such like. The insurance premium is to be paid by the hirer.

Article 18 Repairs
18.1 The hirer is not permitted, without prior written agreement from BIS, to carry our repairs, or have repairs carried out to the material.
18.2 The hirer shall pay the cost of repairs made necessary because of incorrect handling by the hirer, as well as costs as a consequence of damages, unskilled repair or maintenance by the hirer and/or third parties. If such repairs are carried out during the hire period, the hire period will continue until repairs are completed and the hirer shall pay hire costs throughout this period. The hirer is obliged to allow BIS to carry out repairs unless BIS has agreed in advance in writing to allow repairs to be carried out by third parties identified to BIS.

Article 19 Liability
Without prejudice to the provisions of article 3 and article 6 of these terms and conditions, BIS is not liable for damage of any kind whatsoever which may arise from the hirer and/or third parties as a result of the material being made available late or possible faults with the material. The hirer must safeguard BIS from all potential claims from third parties.
Filed at the Office of the District Court under number 38/2007.
This supersedes all previous terms and conditions of supply and payment.

Version March 2007