Algemene Voorwaarden

GENERAL TERMS AND CONDITIONS OF QTENTS
Article 1. General
1.1. These terms and conditions apply to every offer, quotation, agreement, sale agreement and rental
agreement between Qtents, hereinafter called “Qtents”, and a client to which Qtents has declared these terms
and conditions applicable, to the extent that the parties have not explicitly deviated from these terms and
conditions in writing.
1.2. These terms and conditions also apply to agreements with Qtents, for the performance of which Qtents is
required to engage third parties, and also apply to the employees of Qtents and its management.
1.3. The applicability of any purchase, rental, user or other terms and conditions of the Client is expressly
rejected.
1.4. The part or full invalidity or annulment of one or more provisions of these terms and conditions in no way
affects the ability of the remaining provisions. Qtents and the Client will in that case enter into consultation on
the agreement of new provisions to replace the invalid or annulled provisions, whereby the purpose and scope
of the original provisions are taken into account as much as possible.
1.5. In case of any ambiguity regarding the interpretation of one or more provisions of these terms and
conditions, interpretation will take place in line with the spirit of these provisions.
1.6. Failure on the part of Qtents to enforce strict compliance with these terms and conditions will at no time
mean that these provisions are not applicable or that Qtents has lost any right to demand strict compliance.
Article 2 Quotations and offers
2.1. All quotations and offers of Qtents are without obligation, unless a term for acceptance is stated in the
quotation or offer. A quotation or offer lapses if the product or service to which the quotation or offer relates is
no longer available.
2.2. Qtents cannot be held to its quotations or offers if the Client can reasonably understand that the
quotations or offers, or part thereof, contain a manifest error or typo.
2.3. The prices in a quotation or offer are quoted exclusive of VAT and other government levies, any costs
incurred in the context of the agreement, including travel and accommodation costs, shipping and
administration costs, unless stated otherwise.
2.4. If the acceptance deviates from the quotation or offer (whether or not on minor points), Qtents is not
bound thereto.
The agreement will in that case not be concluded in accordance with this deviating acceptance, unless Qtents
indicates otherwise.
2.5. A composite quotation does not do not oblige Qtents to perform part of the agreement against the agreed
part of the quoted price. Offers or quotations do not automatically apply to future agreements or orders.
Article 3 Term of the agreement; delivery periods, performance and amendment of the agreement
3.1. The agreement between Qtents and the Client comes into effect at the time that the Client agrees to the
quotation or offer and is valid indefinitely, unless the nature of the agreement dictates otherwise or if the
parties expressly agree otherwise in writing.
3.2. If Qtents requires information from the Client for execution of the agreement, the term of execution will
not commence until after the Client has made such information available to Qtents correctly and in full.
3.3. If a term has been agreed for the completion of certain work or the delivery of certain goods and the Client
wishes to deviate therefrom, the Client will inform Qtents thereof in advance and in writing. Qtents will be
given a reasonable period within which to perform the agreement.
3.4. Delivery takes place ex works Qtents. The Client will take delivery of the goods at the moment that they
are made available. If the Client refuses to take delivery or is negligent in providing information or instructions
necessary for delivery, Qtents is entitled to store the goods at the risk and expense of the Client.
3.5. Qtents is entitled to have certain activities carried out by third parties.
3.6. Qtents is entitled to execute the agreement in several phases and to invoice the part thus executed
separately.
3.7. If the agreement is executed in stages, Qtents may suspend the execution of the parts belonging to the
next stage until the Client has approved the results of the previous stage in writing.
3.8. If it appears during the execution of the agreement that a change or supplement is required for proper
execution of the agreement, the parties will promptly enter into mutual consultation on amending the
agreement. If the nature, scope or content of the agreement is changed, whether or not at the request or
instruction of the Client, the competent authorities, etc., and the agreement is therefore changed in a
qualitative and/or quantitative respect, this may also have consequences for what was originally agreed. As a
result, the amount originally agreed can be increased or decreased. Qtents will quote as much of this as
possible in advance. The original term of execution may also be changed as a result of an amendment to the
agreement. The Client accepts the possibility of amending the agreement, including the change in price and
term of execution.
3.9. If the agreement is amended, including a supplement, Qtents is entitled to execute the agreement only
after the person authorised within Qtents has agreed thereto and the Client has agreed to the price quoted for
the execution and any other terms and conditions, including the time to be determined at that time when the
execution will take place.
Failure to execute the amended agreement or to perform it immediately does not constitute a breach of
contract on the part of Qtents, nor does it constitute grounds for the Client to terminate the agreement.
Without being in default, Qtents may refuse a request to amend the agreement, if this could have qualitative
and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that
context.
3.10. If the Client defaults in the proper performance of its obligations to Qtents, the Client will be liable for all
damage (including costs) incurred directly or indirectly by Qtents.
3.11. If Qtents agrees a fixed price with the Client, Qtents is nevertheless entitled to increase this price at any
time without the Client being entitled to terminate the agreement for that reason, if the increase in the price
results from an authorisation or obligation under the law or regulations or is caused by an increase in the price
of raw materials, wages, etc., or on other grounds that could not reasonably have been foreseen when the
agreement was concluded.
3.12. If the price increase, other than as a result of an amendment to the agreement, amounts to more than
10% and takes place within three months of the conclusion of the agreement, then only the Client who is
entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code may terminate the agreement by means
of a written statement, unless Qtents is nevertheless prepared to perform the agreement on the basis of the
agreement originally agreed, or if the price increase results from an authorisation or an obligation on Qtents
pursuant to the law or if it has been stipulated that delivery will take place more than three months after the
purchase.
Article 10 Suspension, termination and premature cancellation of the agreement
4.1. Qtents is authorised to suspend the fulfilment of the obligations or to terminate the agreement if:
– the Client fails to fulfil its obligations under the agreement;
– after conclusion of the agreement, Qtents learns of circumstances that give good cause to fear that the Client
will not fulfil its obligations;
– the Client is requested at the time of conclusion of the agreement to provide security for the fulfilment of its
obligations and requested security is not provided or is insufficient;
– delay on the part of the Client means that it can no longer be required of Qtents to perform the agreement
under the conditions originally agreed;
4.2. Qtents is also authorised to terminate the agreement if circumstances arise of such a nature that
performance of the agreement is impossible or if other circumstances arise of such a nature that Qtents cannot
reasonably be required to maintain the agreement unchanged.
4.3. If the agreement is terminated, Qtents’s claims against the Client are immediately due and payable. If
Qtents suspends the performance of its obligations, Qtents will retain its rights under the law and the
agreement.
4.4. If Qtents suspends or terminates the agreement, Qtents will not be liable in any way whatsoever for any
loss or damage or costs arising as a result.
4.5. If termination is attributable to the Client, Qtents will be entitled to the compensation of damages,
including costs, arising either directly or indirectly therefrom.
4.6. If the Client does not comply with the obligations arising from the agreement and this noncompliance
justifies termination, Qtents is entitled to terminate the agreement immediately and with immediate effect
without any obligation to pay any compensation, while the Client is obliged to pay compensation on account of
noncompliance.
4.7. If the agreement is terminated prematurely by Qtents, Qtents will arrange, in consultation with the Client,
for the transfer of any work to be performed to third parties. This is unless the termination is attributable to
the Client. To the extent that the transfer of the work entails additional costs for Qtents, these will be charged
to the Client. The Client will pay these costs within the aforementioned period of time, unless Qtents indicates
otherwise.
4.8 In the event of liquidation, of (application for) suspension of payment or bankruptcy, of attachment – if and
insofar as the attachment has not been lifted within three months – on the part of the Client, of debt
rescheduling or any other circumstance as a result of which the Client can no longer freely dispose of its assets,
Qtents is free to terminate the agreement immediately and with immediate effect, or to cancel the agreement,
without any obligation on its part to pay any compensation. In that case, Qtents’s claims against the Client are
immediately due and payable.
4.9 If the Client cancels part of the agreement in whole or in part, then the goods or services ordered or
prepared for this purpose, plus any costs of delivery and removal thereof and the working hours reserved for
the execution of the agreement, will be charged in full to the Client.
Article 5 Force majeure
5.1. Qtents is not obliged to fulfil any obligation towards the Client if Qtents is prevented from doing so as a
result of force majeure and/or a circumstance that is not attributable to Qtents.
5.2. In these terms and conditions, force majeure is understood to mean, in addition to what is understood in
this respect by law and case law, all external causes, whether foreseen or not, over which Qtents has no
influence, but which prevent Qtents from fulfilling its obligations, including strikes in the company of Qtents or
third parties. Qtents is also entitled to invoke force majeure if the circumstance preventing (further)
performance of the agreement occurs after Qtents should have performed its obligations.
5.3. Qtents may suspend its obligations under the agreement during the period of force majeure. If this period
lasts longer than two months, Qtents will be entitled to terminate the agreement without being liable to pay
any compensation to the other party.
5.4. In so far as Qtents has already partially fulfilled its obligations under the agreement at the time when force
majeure commenced and assigns independent value to the part already fulfilled or to be fulfilled, Qtents is
entitled to separately invoice the part already fulfilled or to be fulfilled. The Client will to pay this invoice as if it
were a separate agreement.
Article 6 Price
All prices used by Qtents are subject to change, excluding VAT, transport, insurance and other costs in any form
whatsoever. The price is calculated per piece and/or per service and applies to the agreement concerned.
Article 7 Payment and collection costs
7.1. Advance payment of 50% of the price will be paid within seven days of placing the order. The remaining
50% will be paid before shipping of the goods, in a way to be specified by Qtents in the currency in which the
goods are invoiced, unless otherwise indicated by Qtents in writing. Qtents is entitled to invoice periodically.
7.2. If the Client fails to pay an invoice on time, tit will be in default by operation of law. In that case, the Client
will owe interest of 2% per month, unless the statutory interest rate is higher, in which case the statutory
interest will be due. The statutory commercial interest on the payable amount will be calculated from the
moment that the Client is in default until the moment of payment of the full amount due.
7.3. If the Client fails to pay an invoice on time, Qtents is entitled to charge the collection costs and to hand
over the claim on the Client to a collection agency.
7.4. Qtents is entitled to apply the payments made by the Client to first cover the costs, then cover the interest
that has fallen due and finally to cover the principal and current interest.
7.5. Qtents may, without this leading to default, refuse an offer to pay if the Client indicates a different order
for application of the payment. Qtents can refuse full repayment of the principal, if the outstanding and current
interest and collection costs are not also paid.
7.6. The Client will never be entitled to set off the amount due to Qtents.
7.7. Objections to the amount of an invoice will not suspend the payment obligation. The Client who is not
entitled to invoke Section 6.5.3 (Articles 231 to 247 of Book 6 Dutch Civil Code) is also not entitled to suspend
payment of an invoice for any other reason.
7.8. If the Client is in default in the (timely) fulfilment of its obligations, all reasonable extrajudicial costs will be
borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in the Dutch
collection practice, currently the calculation method according to the Voorwerk II Report. However, if Qtents
has incurred higher collection costs than were reasonably necessary, the actual costs incurred will be eligible
for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Client. The
Client will also owe interest on the collection costs due.
Article 8 Retention of title
8.1. All goods delivered by Qtents in the context of the agreement will remain the property of Qtents until the
Client has properly fulfilled all its obligations under the agreement(s) concluded with Qtents.
8.2. Goods delivered by Qtents that are subject to a retention of title pursuant to paragraph 1 may not be
resold and may never be used as a means of payment or as security. The Client is not authorised to pledge or in
any other way encumber the goods falling under the retention of title.
8.3. The Client will do everything that may reasonably be expected of it in order to secure the proprietary rights
of Qtents.
8.4. The Client will inform Qtents immediately if third parties attach the goods delivered subject to retention of
title or wish to establish or exercise rights thereto.
8.5. In case of own storage or custody, the Client will insure the goods delivered subject to a retention of title
and to keep them insured against fire, explosion, storage and water damage as well as against theft, and will
allow Qtents to inspect the policy of this insurance at its first request. Qtents will be entitled to any payouts
under the insurance. To the extent necessary, the Client undertakes in advance to provide Qtents with any
cooperation all that may be necessary or desirable in that context.
8.6. If Qtents wishes to exercise any of the proprietary rights set forth in this article, the Client gives its
unconditional and irrevocable prior consent to Qtents and any third party designated by Qtents to enter all
such places where the property of Qtents is located and to repossess such property.
Article 9 Building and acceptance, dismantling and return
9.1. Qtents will arrange the delivery of services and goods, unless otherwise agreed in writing. Qtents will
record the condition of the delivered goods at the time of delivery. Following delivery, the Client will sign a
delivery form as proof of correct delivery by Qtents. By accepting these terms and conditions and/or by signing
the delivery form, the Client gives Qtents permission to dismantle and recover the delivered goods at the end
of the agreement and expressly waives any right of set off, suspension or complaint. In the event that the
Client does not return the goods delivered to Qtents on time or does not enable Qtents to dismantle and
recover the goods delivered, the Client will pay Qtents both the new value of the goods delivered and any
rental price. If the building of the delivered goods requires the permission of a third party, the Client will ensure
that the permission is obtained in good time. Qtents will be provided with written evidence of the permission.
Failure to obtain the required permission(s) is entirely at the Client’s risk. Amounts to be paid to a third party
for building, keeping in place and dismantling the delivered goods of any nature whatsoever, will be entirely at
the expense of the Client, even if these have been paid by Qtents.
Article 10 Presence of pipes, cables, etc.
The Client will be familiar with the presence of pipes, cables and/or other works at, in or around the location
where the delivered goods are to be built, placed and dismantled. The Client will fully inform Qtents about this
and provide it with the correct instructions for building, placement and dismantling. Qtents accepts no liability
for any damage to cables, pipes or other works on, in or around the location caused by placing or removing the
delivered goods. Damage in any form whatsoever to, in, around or at the location by placing, fastening,
anchoring, building and dismantling, and removing the delivered goods are at the expense of the Client. Except
in the case of intent or gross negligence on the part of Qtents, any damage to the site and/or to buildings,
pipes, cables or other objects on, at, in or around the site as a result of Qtents placing or removing the
delivered goods will be for the sole account of the Client. The Client will indemnify Qtents against any claims
from third parties for such damages.
Article 11 Insurance
The goods of Qtents will be insured by the Client during transport by Qtents and during holding and/or use. The
Client will arrange adequate insurance for any damage that third parties may suffer as a result of using the
goods and accessories. Damage that has occurred during the holding, management and/or use by the Client
and that is not covered by Qtents’ insurance will be recovered from the Client.
Article 12 Guarantees, inspection and complaints, limitation period
12.1. The goods and services to be delivered by Qtents comply with the usual requirements and standards that
can reasonably be set for them at the time of delivery and for which they are intended during normal use.
The Client will verify in advance whether the goods and services to be delivered and the use thereof comply
with the requirements applicable at the place of use. Qtents may, in the event of deviating requirements,
impose other guarantee and other conditions with regard to the delivery or performance of services.
12.2. The guarantee mentioned in paragraph 1 of this article applies for a period of 12 months after delivery,
unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the
guarantee provided by Qtents covers goods or services produced or provided by a third party, the guarantee is
limited to that provided by the supplier of the goods and services, unless otherwise stated.
12.3. Any form of guarantee lapses if a defect has arisen as a result of injudicious or improper use or use after
incorrect management, storage or maintenance by the Client and/or by third parties when, without written
permission from Qtents, the Client or third parties have made or tried to make changes to the delivered goods,
have attached or tried to attach inappropriate items thereto or if they have been processed or handled in a
manner other than prescribed. The Client will also not be entitled to a claim under guarantee if the defect is
caused by or is the result of circumstances over which Qtents has no influence, including weather conditions
(such as, but not limited to, extreme rainfall or temperatures) etc.
12.4. The Client will inspect the goods delivered, immediately at the moment that the goods are made available
or the relevant work has been carried out. In doing so, the Client will inspect whether the quality and/or
quantity of the goods delivered is in accordance with what has been agreed and meets the requirements
agreed on by the parties in this respect. Any visible defects will be reported immediately and in any case
submitted to Qtents in writing within 14 days of delivery. Any hidden defects will be reported to Qtents in
writing immediately, but in any case no later than 12 months after delivery. The report will contain as detailed
a description and images of the defect as possible, so that Qtents is able to respond adequately. The Client will
give Qtents the opportunity to investigate a complaint.
12.5. A timely complaint by the Client does not suspend its payment obligation. In that case, the Client remains
obliged to take delivery of and make timely payment for the goods delivered and/or otherwise ordered.
12.6. If a defect is reported too late, the Client will not be entitled to any repair, replacement or compensation.
12.7. If it is established that (part of) the delivered goods are defective and a timely complaint is made, Qtents
will replace the defective goods within a reasonable period of time after return thereof, or if the return is not
reasonably possible, will arrange for repair, or pay the Client compensation. In case of replacement, the Client
will return the faulty goods to Qtents, unless Qtents indicates otherwise.
12.8. If it is established that a complaint is unfounded, the costs incurred on the part of Qtents as a result,
including of the investigation, will be entirely at the expense of the Client.
12.9. In case of a complaint by the Client after expiry of the guarantee period, all costs for repair or
replacement, including administration, delivery and call-out costs, will be charged to the Client.
Article 13 Liability and indemnification
13.1. Any liability on the part of Qtents will be limited to that set out below.
13.2. Qtents accepts no liability for any damages of any kind that arise as a result of Qtents using incorrect
and/or incomplete data provided by, or on behalf of, the Client.
13.3. Any liability on the part of Qtents will be limited to a maximum of twice the invoice value of the
agreement, or at least that part of the agreement to which the liability relates.
13.4. Any liability on the part of Qtents will in any event always be limited to the amount paid out by its insurer,
if any, and Qtents will only be liable for direct loss.
13.5. Direct damage will only be understood to mean the reasonable costs incurred to determine the cause and
extent of the damage, insofar as the determination relates to damage within the meaning of these terms and
conditions, any reasonable costs incurred to have Qtents’ defective performance comply with the agreement,
insofar as these can be attributed to Qtents, and reasonable costs incurred to prevent or limit damage, insofar
as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these
terms and conditions.
13.6. Qtents accepts no liability for indirect damage, including consequential damage, loss of profit, lost savings
and damage due to business stagnation.
13.7. The limitation of liability contained in this article does not apply if the damage is due to intent or gross
negligence on the part of Qtents or its executive employees.
13.8. The Client indemnifies Qtents against any third-party claims in connection with the performance of the
agreement and the cause of which is attributable to parties other than Qtents.
13.9. If Qtents is held liable by third parties, the Client will assist Qtents both in and out of court and will
immediately take all measures that may be expected of it in that case. Should the Client fail to take adequate
measures, Qtents is entitled to do so itself, without any notice of default being required. All costs and damage
on the part of Qtents and third parties resulting therefrom will be entirely at the risk and expense of the Client.
Article 14: Rental
If the offer, quotation and/or agreement concerns the rental of materials by Qtents, the following rental
conditions of Qtents also apply.
Article 15 Cancellation of rental
15.1. Cancellation of the rental agreement is only possible against payment of the following cancellation costs:
1. In the event of cancellation between the time of confirmation up to 30 days before the delivery date, 25% of
the rental price is charged;
2. From 30 to 14 days of the delivery date, 40% of the rental price is charged;
3. 50% of the rental price in case of cancellation between the 14th day until 1 week before the delivery date;
4. 60% of the rental price in case of cancellation within 1 week of the delivery date;
5. 80% of the rental price in case of cancellation within 48 hours of the delivery date.
15.2. Qtents is entitled to set off the cancellation costs against the down payment(s) made by the Client.
Article 16 Rental Promotion Qtents
Qtents is entitled to make photos of the delivered goods and to use them for promotional purposes of Qtents
without being liable to pay any compensation to the Client.
Article 17 Performance in case of rental
Qtents is entitled to provide slightly different or similar goods and services in the performance of the
agreement, without being liable to the Client in any way whatsoever.
Article 18 Use in case of rental
The Client will exercise all due care in keeping and/or using the delivered goods and will treat them as befits a
good custodian. The Client is not permitted to change, relocate, affix anything to, paint or otherwise treat,
assemble or disassemble the delivered goods, or give instructions for such to a third party.
Article 19 Cleaning in case of rental
Any cleaning costs of the delivered goods will be charged on top of the agreed rent if Qtents discovers that the
delivered goods are soiled during the management and use of by the Client.
The Client is not permitted to clean the delivered goods (or have them cleaned) without prior written
permission of Qtents.
Article 20 Safety in case of rental
20.1. Lighting on, against or in the delivered goods may only take the form of electric, grounded, approved
lighting. The Client is not permitted to install lighting on, against or in the delivered goods without the written
permission of Qtents. For safety reasons, it is strictly forbidden to place sources of heat under/in or in the
vicinity of the delivered goods. Sources of heat include; barbecues or stoves, cookers and burners fuelled by
gas, coal or electricity, torches, fire baskets and the like. at the Client will take the necessary safety and care
measures when heating the delivered goods, and will only use equipment approved in writing by Qtents.
2.2. The goods are not suitable as a shelter in case of severe weather conditions (e.g., thunderstorms, wind
force 5 and higher, and extreme rain, snow and/or hail showers).
Article 21 Damage in case of rental
21.1. The Client will immediately inform Qtents of any damage to the delivered goods. The Client will take
sufficient measures to prevent damage to the delivered goods.
Article 22 Applicable law, choice of forum and change to conditions
22.1. All legal relationships to which Qtents is a party are governed exclusively by Dutch law.
22.2. All disputes between parties arising from this agreement or directly or indirectly related thereto will in
the first instance be settled by the court of Oost-Brabant (Netherlands).