General terms and conditions

Article 1: Applicability of these terms and conditions

1. These terms and conditions apply to all quotes and agreements concluded between E.T.B. Homan B.V. (hereinafter "Homan") and its other party, unless the parties expressly deviate from one or more of the provisions below in writing.
2. Any general terms and conditions used by the other party do not bind Homan, unless they have been expressly accepted by Homan in writing.

Article 2: Quote

1. The quote is issued in writing, save in urgent circumstances.
2. The written quote states, among other things, what Homan's performance consists of. This may be: the sale of equipment; the rental of equipment; the execution of a project-based temporary electrical installation, whether or not including the rental of equipment (hereinafter: "an installation assignment").
3. The quote is dated and is valid for thirty days from that date.
4. The prices in the aforementioned offers, quotes and agreements are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including shipping, transport, packaging and administration costs, unless stated otherwise.
5. Agreements are concluded by written confirmation from Homan. The same applies to further agreements concerning additions or amendments.

Article 3: Delivery time

Delivery times are indicative and, if exceeded, do not entitle the other party to dissolution or compensation, unless expressly agreed otherwise. If the agreed delivery time is exceeded, the other party must give Homan written notice of default and allow it the opportunity to fulfil its obligation within a reasonable period.

Article 4: Performance of the agreement

1. The other party shall ensure that all information which Homan indicates is necessary, or which the other party should reasonably understand to be necessary for the performance of the agreement, is provided to Homan in good time. If the information required for the performance of the agreement has not been provided to Homan in good time, Homan has the right to suspend performance of the agreement and/or to charge the other party for the additional costs resulting from the delay at its usual rates. Homan is not liable for damage of any kind whatsoever arising because Homan relied on incorrect and/or incomplete information provided by the other party, unless Homan should have been aware of this inaccuracy or incompleteness.
2. The other party indemnifies Homan against any claims by third parties who suffer damage in connection with the performance of the agreement and which is attributable to the other party.

Article 5: Suspension and dissolution

1. Homan is entitled to suspend the fulfilment of its obligations or to dissolve the agreement if: the other party fails to fulfil its obligations under the agreement, or fails to do so in full; after the conclusion of the agreement, circumstances come to Homan's attention that give good reason to fear that the other party will not fulfil its obligations (where there is good reason to fear that the other party will only partially or improperly fulfil its obligations, suspension is only permitted insofar as the shortcoming justifies it); the other party was requested upon conclusion of the agreement to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient.
2. Furthermore, Homan is entitled to dissolve (or have dissolved) the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered continuation of the agreement cannot reasonably be expected.
3. If the agreement is dissolved, Homan's claims against the other party become immediately due and payable. If Homan suspends the fulfilment of its obligations, it retains its rights under the law and the agreement.
4. If the other party fails to meet its payment obligation in good time, Homan is entitled to halt the work and/or to retrieve its property immediately. The provision in the previous sentence is without prejudice to Homan's right to compensation for damage, costs and interest.
5. Homan always retains the right to claim compensation.
6. If Homan has been commissioned to provide the electricity supply for an event, and the client asks Homan to contract directly with the consumer of the electricity for the individual connection, the services to be provided and/or the electricity consumed, Homan is entitled to request an advance payment from this consumer for the individual connection, the services to be provided and/or the electricity to be supplied, before Homan enters into an agreement with the consumer and before Homan connects the consumer to the power supply.
7. Homan is entitled to disconnect the consumer referred to in paragraph 6 from the power supply if the consumer fails to fulfil its (payment) obligations (on whatever grounds) towards Homan or towards the organiser of the event referred to in paragraph 6.

Article 6: Retention of title

1. All goods delivered and yet to be delivered remain the exclusive property of Homan for as long as the other party has not paid, or not paid in full, the invoices relating to the delivery, as well as earlier or later invoices.
2. As long as ownership of the goods referred to in paragraph 1 has not passed to the other party, it is not permitted to pledge them or to grant third parties any other right to them. In the event of a breach, the sale price/contract sum becomes immediately due and payable in full, without prejudice to Homan's rights under the aforementioned retention of title.
3. The other party is obliged to keep Homan's property with due care and as recognisable property of Homan.
4. If third parties seize Homan's property or wish to establish or assert rights to it, the other party is obliged to inform Homan as quickly as can reasonably be expected.
5. As soon as the other party is in default or in payment difficulties, Homan is entitled to take back its property without any prior notice or notice of default being required, without prejudice to the other rights to which Homan is entitled. The other party is in any event deemed to be in payment difficulties as soon as it has applied for a suspension of payments, its bankruptcy has been petitioned or its assets have been seized.

Article 7: Insurance

From the moment Homan's property is made available, the other party undertakes to insure it and keep it insured against fire, explosion and water damage as well as theft, and to make the policy of this insurance available for inspection on first request.

Article 8: Payment and security

1. Payment of the agreed price must be made without discount or set-off within 21 days of the invoice date, in a manner indicated by Homan.
2. Homan is entitled to increase the amount of an invoice by a credit restriction surcharge of no more than 2%. The surcharge becomes payable if payment is made after the due date referred to in paragraph 3.
3. If the other party fails to pay what it owes Homan under the agreement, it owes statutory interest on that amount from the due date.
4. Payments made by the other party always serve first to settle all interest and costs due, and secondly to settle the payable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
5. In the event of liquidation, bankruptcy, seizure or suspension of payments of (or against) the other party, Homan's claims against the other party become immediately due and payable.
6. If the other party's creditworthiness gives cause to do so, it is obliged, at Homan's first request, to provide security for what it owes under the agreement within a period to be set by Homan for that purpose. The foregoing also applies if the agreement has already been partly performed.

Article 9: Liability of Homan

1. Homan is liable to the other party solely for direct damage resulting from defects in its performance.
2. Homan's liability is always limited to the amount that is eligible for payment in the case in question under the liability insurance taken out. Should the insurance not provide cover in any case or not pay out, Homan's liability is limited to the value of the performance delivered and at most to the invoice amount, exclusive of actual consumption costs such as fuel and electricity consumption and exclusive of VAT.
3. Direct damage is understood to mean exclusively: the reasonable costs of establishing the cause and extent of the damage, insofar as that determination relates to damage within the meaning of these terms and conditions; any reasonable costs incurred to bring Homan's defective performance into line with the agreement, unless this defect cannot be attributed to Homan; reasonable costs incurred to prevent or limit damage, insofar as the other party demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
4. Homan is under no circumstances liable for indirect damage, including consequential damage, loss of turnover, lost savings and damage due to business interruption.
5. In the event of force majeure, Homan's liability on any grounds whatsoever is excluded.
6. The limitations of liability for direct damage included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Homan's managerial staff.

Article 10: Force majeure

1. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood by it in law and case law, all external causes, foreseen or unforeseen, over which Homan has no control but as a result of which Homan is unable to fulfil its obligations. Force majeure on the part of Homan also includes disruptions in the business of Homan or its suppliers (including at the work to be performed) as a result of strikes and lock-outs, traffic disruptions on land or water, machine breakdown, civil unrest, war, mobilisation and any government measure with a similar effect, as well as other circumstances that disrupt normal business operations.
2. During force majeure, Homan's delivery and other obligations are suspended. If the period in which Homan is unable to fulfil its obligations due to force majeure lasts longer than two months, both parties are entitled to dissolve the agreement, without any obligation to pay compensation in that case.
3. Homan also has the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after Homan should have fulfilled its obligations.
4. If Homan has already partially fulfilled its obligations when force majeure occurs, or can only partially fulfil its obligations, it is entitled to invoice the part already delivered or the deliverable part separately, and the other party is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the part already delivered or deliverable has no independent value.

Article 11: Sale and warranty

1. Homan warrants that the goods to be delivered meet the usual requirements and standards that may be set for delivery to professional parties and are free from defects that prevent such use.
2. The warranty referred to under 1 applies for a period of 6 months after delivery.
3. If the goods to be delivered do not meet these warranties, Homan will, at its option, replace the item or arrange for its repair (within a reasonable period after receipt thereof or, if return is not reasonably possible, after written notification of the defect by the other party). In the event of replacement, the other party undertakes now already to return the replaced item to Homan and to transfer ownership to Homan.
4. The warranty does not apply if the defect has arisen as a result of injudicious or improper use, or if, without Homan's written consent, the other party or third parties have made or attempted to make changes to the item or have used it for purposes for which it is not intended.
5. If the item sold by Homan was manufactured by a third party, the warranty is limited to that provided by the manufacturer of the item.

Article 12: Delivery

1. Delivery takes place ex warehouse of Homan.
2. If delivery takes place on the basis of "Incoterms", the "Incoterms" in force at the time the agreement is concluded apply.
3. The other party is obliged to take delivery of the goods at the moment Homan delivers or has them delivered to it, or at the moment they are made available to it under the agreement.
4. If the other party refuses to take delivery or fails to provide information or instructions necessary for delivery, Homan is entitled to store the goods at the expense and risk of the other party.
5. If the goods are delivered, Homan is entitled to charge any delivery costs. These will then be invoiced separately.
6. If Homan requires information from the other party in the context of performing the agreement, the delivery time commences after the other party has made this available to Homan.
7. Homan is entitled to deliver the goods in parts, unless otherwise agreed or unless the partial delivery has no independent value. Homan is entitled to invoice the goods so delivered separately.
8. The risk of loss of or damage to the products that are the subject of the agreement passes to the other party at the moment they are legally and/or actually delivered to the other party and thereby placed in the control of the other party or of third parties to be designated by the other party.

Article 13: Samples and models

If a sample or model has been shown or provided to the other party, it is presumed to have been provided only by way of indication, without the item having to conform to it, unless it is expressly agreed that the item will conform to it.

Article 14: Rental and warranty

1. Homan warrants that the rented goods meet the usual requirements and standards that may be set for them and are free from defects that prevent such normal use.
2. If the rented goods do not meet this warranty, Homan will replace the item or arrange for its repair within a reasonable period after discovery of the defect.
3. The warranty does not apply if the defect has arisen as a result of injudicious or improper use, or if, without Homan's written consent, the other party has made or attempted to make changes to the item or has used it for purposes for which it is not intended.

Article 15: Cancellation and return of rented goods at the end of the rental

1. If the other party wishes to cancel the rental agreement before the use of the rented goods commences, it owes cancellation costs amounting to 50% of the agreed rental price. If cancellation takes place within 24 hours before the agreed start of the rental, the full rental price is owed for the agreed period.
2. At the end of the rental, the other party is obliged to return the rented goods in their original condition, free from defects and complete. If the other party fails to fulfil this obligation, all resulting costs are for its account.
3. If the other party, for whatever reason, remains in default of the obligation referred to under 2 after a demand to that effect, Homan has the right to recover the resulting damage and costs, including the costs of replacement, from the other party.

Article 16: Quote for installation

Where Homan submits a quote to carry out an installation assignment, the following is also described: a. the location of the work; b. a description of the work; c. the drawings, technical descriptions, designs and calculations according to which the work will be carried out; d. the time of commencement of the work; e. the period within which the work will be completed; f. the price of the work described in the quote, not including turnover tax; g. whether provisional sums have been taken into account and, if so, which; h. the applicability of these general terms and conditions to the quote and to the agreement arising from it.

Article 17: Intellectual property / copyright

Drawings, technical descriptions, designs and calculations produced by or on behalf of Homan remain the property of Homan. They may not be handed over or shown to third parties with the aim of obtaining a comparable quote. Nor may they be copied or otherwise reproduced. If no installation assignment is awarded, these documents must be returned to Homan carriage paid within 14 days of a request to that effect by Homan.

Article 18: Costs of the quote

If the quote is not accepted, Homan is entitled to charge the costs involved in preparing the quote to the party at whose request it issued the quote, provided it stipulated this before issuing the quote.

Article 19: Agreement and price increases

1. The work described in the quote forms the basis of the agreement. All work not mentioned therein but necessary for carrying out the installation assignment is additional work.
2. The provisions concerning the rental of equipment also apply if equipment belonging to Homan is used by the other party.
3. Homan is entitled to unilaterally change the work and/or materials laid down in the agreement, unless this concerns a material change to the promised performance.
4. The prices stipulated in the agreement will not be increased for three months after the conclusion of the agreement. Increases occurring thereafter in material prices, wages and social security contributions, taxes, import duties and levies or other government charges on goods and services to be delivered, and transport costs, may at all times be charged by Homan, even if these price increases are caused by circumstances that were foreseeable on the date the agreement was entered into.

Article 20: Obligations of the other party

1. The other party shall ensure that Homan has timely access to: the information and approvals required for the performance of the work, such as working drawings, permits, exemptions and decisions, where necessary in consultation with Homan; the location where the work is to be carried out; sufficient facilities for the supply, storage and/or removal of materials and the supply of fuel; connection facilities for electrical machinery, lighting, heating, gas, water and compressed air.
2. The required fuel, electricity, water and drainage are at the expense of the other party.
3. The other party shall arrange for the work to be protected against vandalism.
4. The other party must ensure that work and/or deliveries to be carried out by others, which do not form part of Homan's work, are carried out in such a manner and so timely that the performance of the work is not delayed as a result.

Article 21: Liability of the other party

1. The other party bears responsibility for the (changes in) circumstances and working methods prescribed by or on behalf of it, including the influence exerted on them by weather conditions, as well as for the orders or instructions given by or on behalf of it. The other party furthermore bears responsibility for changes made at its request to the working methods/construction or design of the work/actual execution of the work. The other party guarantees that the desired (changes in) constructions, working methods, (working) drawings and actual execution comply with statutory regulations.
2. If materials made available or prescribed by the other party are defective, the other party is liable for the damage caused as a result.
3. The consequences of compliance with statutory regulations or government decisions that come into force after the date of the quote are at the expense of the other party.
4. The other party is liable for damage to the work resulting from work carried out or deliveries made by it or by third parties on its instructions.
5. If the performance of the work is delayed by vandalism at the work to be performed, the other party is liable for the damage caused as a result, including consequential damage and damage due to delay.

Article 22: Obligations of Homan

1. Homan is obliged to carry out the work properly and soundly and in accordance with the provisions of the agreement. Homan must carry out the work in such a way that damage to persons, property and the environment is limited as much as possible. Homan is furthermore obliged to follow reasonable orders and instructions given by or on behalf of the other party.
2. The work must be carried out in such a way that completion of the work within the agreed period is achievable.
3. If the nature of the work gives cause to do so, Homan will inform itself of the location of cables and pipes before commencing the work.
4. Homan indemnifies the other party against claims by third parties for compensation of damage, insofar as this was caused by the performance of the work and is due to intent or gross negligence on the part of Homan or its managerial staff.

Article 23: Completion period

1. Without prejudice to the provisions of the general chapter of these general terms and conditions, Homan is entitled to an extension of the period within which the work is to be completed if, due to force majeure, circumstances for the account of the other party, an instruction for additional work or a change in the agreement or in the conditions of performance, Homan cannot be required to complete the work within the agreed period.
2. If the commencement or progress of the work is delayed by factors for which the other party is responsible, the resulting damage and costs incurred by Homan must be compensated by the other party.

Article 24: Suspension, termination of the work in an unfinished state and cancellation

1. The other party is entitled to suspend the performance of the installation assignment in whole or in part. Measures that Homan must take as a result of the suspension are settled as additional work. Damage suffered by Homan as a result of the suspension must be compensated to it. Suspension does not release the other party from its payment obligation.
2. If damage to the work occurs during the suspension, this is not at Homan's expense.
3. The other party is at all times entitled to cancel the agreement in whole or in part. In that case Homan is entitled to the agreed price, plus the costs it has had to incur as a result of the non-completion and less any costs saved by the termination. Homan will send the other party an itemised final account of what the other party owes as a result of the cancellation.

Article 25: Additional work

1. Additional work is settled: a. in the event of changes to the agreement or the conditions of performance; b. in the event of deviations from the amounts of the provisional sums; c. in the event of a longer period of use of Homan's property than agreed; d. in the event of extra work in connection with the connection or disconnection of (additional) facilities; e. in the event of extra work being carried out and extra materials being used that Homan could not reasonably have taken into account at the time the agreement was concluded.
2. Changes to the agreement or the conditions of performance will preferably be agreed in writing. The absence of a written instruction does not affect Homan's entitlement to settlement of additional work.
3. Provisional sums are amounts mentioned in the agreement that are included in the price and are intended for carrying out work which, on the date of the agreement, has not been determined with sufficient precision and which must be specified further. For each provisional sum, the agreement states what it relates to.
4. Expenditure to be charged against provisional sums is calculated at the prices usually charged to Homan, plus a surcharge for administration costs and risk.

Article 26: Final account

1. Within a reasonable period after completion of the installation assignment, Homan submits the final account.
2. The final account provides a complete overview of everything the parties owe and owed each other under the agreement. To that end, the final account includes, among other things: the price under the agreement; a specification of the additional work; a specification of everything else the parties are and were entitled to claim from each other under the agreement.
3. The amount of the final account is determined by deducting what has already been paid from the balance resulting from the overview referred to in the previous paragraph. The turnover tax to be paid by the other party to Homan is calculated separately.

Article 27: Complaints

1. Complaints about the work carried out must be reported to Homan in writing by the other party within 8 days of discovery, but no later than 14 days after completion of the work in question. The notice of default must contain as detailed a description of the shortcoming as possible, so that Homan is able to respond adequately.
2. If a complaint is well-founded, Homan will still carry out the work as agreed, unless this has meanwhile become demonstrably pointless for the other party. The other party must make this known in writing.
3. If it is no longer possible or meaningful to carry out the agreed work after all, Homan will only be liable within the limits of the provisions on this subject in these general terms and conditions.

Article 28: Applicable law; District Court of Amsterdam also competent

Dutch law applies exclusively to all agreements concluded by Homan. The District Court of Amsterdam is also competent to hear all disputes between the parties.