General terms and conditions

Price and delivery conditions for sales, rental and work Avontuur-BlachereNL BV
Filed with the Chamber of Commerce on October 21, 2024
under number 76879380 and also listed on our website

Revision date: October 2024

General terms and conditions

In these general price and delivery conditions for the sale, rental and activities of Avontuur-BlachereNL BV (hereinafter referred to as: "Avontuur") the following terms are used, as well as any conjugations thereof, and have the following meaning:

A. Conditions: these general terms and conditions of price and delivery concerning the sale of goods, rental of goods and the performance of work by Avontuur.
B. Adventure: Adventure and all companies affiliated with the aforementioned company (directly or indirectly).
C. Counterparty: (i) any natural person, not acting in the exercise of a profession or business (ii) any natural person, acting in the exercise of a profession or business, or (iii) any legal entity or other legal form that has a contractual relationship with Avontuur, by virtue of an agreement concluded with Avontuur. This also includes the person on whose behalf and for whose account items are purchased as well as the person on whose behalf and for whose account items are rented. Agreement(s): the agreement(s) entered into between Avontuur and the Counterparty, to which the Conditions apply.
E. In writing: by means of a document signed by authorized representatives of Avontuur and/or the Counterparty respectively.
F. Offer: non-binding, written offer from Avontuur to a potential counterparty to buy or sell items, rent or lease items and/or perform certain work.
G. Order confirmation: Written acceptance of the offer by Avontuur to the Counterparty.
H. Order amount: the amount as stated in the confirmed order for the purchase or sale of items and/or the performance of certain work, or the amount per year that the Counterparty owes to Avontuur on the basis of the Agreement in connection with the rental or lease of items.
I. Data: catalogues, designs, images and drawings, models, samples, descriptions, software, technical information and the like that form part of the quotation.

Applicability

1. These Terms and Conditions apply to all requests for quotations, offers, agreements and deliveries concerning the sale of goods, rental of goods and/or performance of work by Avontuur, unless the parties have expressly agreed otherwise in writing.

2. Avontuur expressly rejects the applicability of any general terms and conditions of the Counterparty. Deviations from and/or additions to the Agreement and/or any provision from the Terms and Conditions shall only be valid if and to the extent that they have been expressly agreed in Writing, and shall exclusively relate to the relevant Agreement. If such a deviation or addition is accepted by Avontuur, this shall not set a precedent and the Counterparty may not derive any rights from it for any future agreements.

3. The Counterparty with whom a contract has been concluded once in application of these Conditions agrees to the applicability of the Conditions to subsequent agreements between it and Avontuur.

Offers

4. All offers, information and advice from Avontuur, in whatever form, are of a general nature and completely without obligation. If Avontuur provides images, drawings, price lists, calculations, size and weight specifications or similar data with an offer, such data are only binding if Avontuur expressly confirms this in writing. Sending such data does not oblige Avontuur to conclude an agreement.

5. Unless otherwise stated in writing by Avontuur, all offers and quotations (including price quotations), made in whatever form, are without obligation and can be revoked by Avontuur at any time. This is also possible if the offer or quotation in question contains a term for acceptance. If Avontuur has not set a term for acceptance of the offer or quotation, the offer will remain valid for one (1) month. If a new offer is made, the previous offer will lapse.

6. Each offer is based on the data, drawings, calculations, specifications and other information provided by the Counterparty at the time of the offer. The Counterparty guarantees the accuracy of the data provided by it and Avontuur may therefore assume the accuracy of this information.

information. Avontuur may also assume that it can carry out any work assigned to it under normal circumstances and during regular working hours.

Agreement and changes

7. An Agreement with Avontuur is concluded after Avontuur has received a signed Order Confirmation (which in the case of (sub)rental of items for one year or one season concerns the quotation signed by the Other Party; and in the case of (sub)rental of items for a period longer than one year or multiple seasons concerns the signed (separate) rental agreement) or the order has been confirmed in writing by the Other Party in another way. The Order Confirmation is deemed to correctly reflect the content and scope of the Agreement. An Agreement is also concluded when Avontuur commences the execution of the order, in which case the first invoice also applies as order confirmation.

8. Any additional agreements, commitments or communications made or given by employees of Avontuur, or made or given on behalf of Avontuur by other persons acting as its representatives, shall only bind Avontuur if these agreements, commitments or communications have been expressly confirmed in writing by its directors authorised to represent it, or by persons authorised to do so.

9. Orders for the items offered or to be rented are reserved from the date of receipt of the signature or down payment by the Other Party.

10. All costs arising from supplements and/or changes to the Agreement by or on behalf of the Other Party shall be borne entirely by the Other Party.

11. If items are unexpectedly no longer available, Avontuur is entitled to offer a comparable alternative or to terminate the Agreement with immediate effect, without Avontuur being liable for damages as a result of this termination. The provision of an alternative can in no case be a reason for the Other Party to terminate the Agreement.

12. Avontuur will do its utmost to optimally manage expectations. Avontuur will make items available that in practice are as similar as possible to the visualizations, drawings and/or sample photos sent. However, the other party must take into account minor size and color differences compared to the products depicted. Such (non-significant) deviations are not a reason for rejection, unpaid adjustments, discount, any form of compensation and/or termination of the agreement by the other party. It is solely at the discretion of Avontuur whether a specific deviation with regard to the delivered items made available qualifies as a (marginal) deviation.

13. Avontuur is not responsible for obtaining the necessary permits, the Counterparty must contact the competent authority(ies) and make the necessary preparations to ensure that the permits are obtained/granted on time.

Involvement of third parties

14. If, in the opinion of Avontuur, this is reasonably necessary for the proper fulfilment of the Agreement, or arises from the nature of the assignment, Avontuur is entitled to engage third parties to fulfil its obligations in order to have the Agreement executed in whole or in part.

Rental period in the event of rental of goods

15. For each rental period, the rental period commences on the date and time as agreed in writing and, more specifically:
A. if it has been agreed that the Counterparty will collect the rented equipment at an agreed location: at the time at which the equipment is handed over to the Counterparty by Avontuur;
B. if it has been agreed that Avontuur will arrange for delivery of the rented item: at the time at which Avontuur has made the rented item available at the agreed location.

16. Unless expressly agreed otherwise in writing, the rental period ends at the latest on the agreed end date. The rental period actually ends:
A. if it has been agreed that the Counterparty will return the rented equipment to an agreed location: at the time when the equipment is handed over by the Counterparty to Avontuur, against receipt of a receipt;
B. if it has been agreed that Avontuur will arrange for the collection of the rented item: after written cancellation of the rented item by the Other Party, on the date specified in this cancellation;
C. if Avontuur has set a term for return in writing to the Counterparty: on the last day of the aforementioned term at 5 p.m.
17. If there are multiple rented items under the same Agreement, a portion of the items can also be deregistered (partial deregistration) or returned (partial return). The delivery and removal costs per (extra) trip associated with partial deregistration shall be borne by the Other Party. For the remaining items, the rental continues until the rental period ends.

18. The return or cancellation may not take place later, or at least be sent later than the agreed end date.

19. The Counterparty may, up to the written cancellation, request Avontuur to extend the rental period, either in writing or by telephone. It is then at the sole discretion of Avontuur to grant or reject an extension request and, in the event of granting, to determine the conditions applicable to the extension.

Prices + calculations

20. Unless otherwise stated, all prices quoted by Avontuur are:
- Based on the factual data relevant to the order confirmation for the execution of the Agreement, which have been provided (or must have been provided) to Avontuur by the Other Party in a timely manner;
- Excluding VAT, import duties, other taxes, levies and charges;
- Based on delivery ex works, warehouse or other storage facility;
- Stated in euros, any exchange rate changes will be passed on;
- Excluding costs of loading and unloading, transport and insurance;
- Excluding costs for removing suspension points and/or steel cables;
- Excluding costs for repairing holes caused by the installation of suspension points and/or steel cables;
- Excluding costs for power distribution boxes and extension cables;
- Are indexed each year with the annual change in CPI (annual average) of the previous year based on the Consumer Price Index (CBS).

21. The prices stated by Avontuur are – in the case of the rental of items – also exclusive
3.9% of the rental amount for the damage waiver scheme.

22. In the case of rental of items, the rental prices stated by Avontuur are fixed prices and apply to the fixed rental period (being per season or Christmas period). If the rental period ends before the agreed end date (as referred to in article 15), this will not affect the obligation to pay the aforementioned fixed rental price per rental period. If the payment term for the agreed rental sum for the relevant rental period is exceeded, the Counterparty will be in default by operation of law, without any further notice of default from Avontuur being required. In that case, the Counterparty will owe the statutory (commercial) interest for (commercial) agreements as referred to in article 6:119 BW, or at least 6:119a BW in conjunction with 6:120 BW, on the Order Amount (including VAT) from the time the default occurs.

23. Avontuur has the right to increase the agreed prices if factors on which the prices are based change. Such factors include: changes in freight rates, import and export duties or other levies and/or taxes at home and abroad, wages, social security contributions and exchange rates, changes in raw material prices. In the event of a price increase, Avontuur will notify the Counterparty of this at least one (1) month before the price increase will be passed on.

Damage waiver scheme

24. If the Counterparty – in the event the Agreement relates to the rental of goods – makes use of the damage waiver scheme, the provisions of the separate conditions regarding this damage waiver scheme shall apply, which are attached to these Conditions as an appendix.

25. Avontuur may require the conclusion of the damage waiver arrangement as a condition for entering into a rental agreement. Avontuur also has the right to impose additional (preventive) measures in connection with the rental of the desired items (such as, but not limited to, camera surveillance, additional security, not leaving the rented items unattended during the night), if it deems this desirable, and the Other Party is obliged to comply with this.

Payment

26. If Counterparty purchases or rents items from Avontuur, Counterparty must pay Avontuur's invoices within fourteen (14) days after the invoice date by depositing or transferring money to Avontuur's bank account stated on the invoice, unless otherwise agreed in writing. The date stated on the bank statements applies as the date of payment and value date. Counterparty must pay the invoices at all times without suspension, discount or settlement.

27. If the agreed payment term is exceeded, the Counterparty will be in default by operation of law from the day that the term expires, without any further notice of default being required. From this day, the Counterparty will owe Avontuur statutory (commercial) interest pursuant to Article 6:119, or at least 6:119a BW in conjunction with 6:120 BW.

28. Avontuur will not proceed with delivery until the amount due (instalment) as further specified in the Agreement has been paid in advance. The other party must pay the (instalment) amount without suspension, discount or settlement, by deposit or transfer to the bank account stated on the invoice. The value date stated on Avontuur's bank statements is considered the day of payment.

29. Payments made by the Counterparty shall always first be applied to all costs and fines due, then to all interest due and then to invoices due, in order of the date of the invoices. This also applies if the Counterparty states upon payment that the payment relates to an invoice of a later date.

30. All judicial and extrajudicial costs of Avontuur with regard to the collection of the amount owed to Avontuur and not paid on time, shall be borne by the Counterparty. The judicial costs shall be determined on the basis of the actual legal costs incurred by Avontuur. In compensation for the extrajudicial costs, the Counterparty shall be obliged to pay 15% of the amount owed with a minimum of € 250, even if only one or a few reminders to obtain payment out of court have been sent and unless the actual extrajudicial costs amount to a higher amount, in which case the Counterparty shall be obliged to pay those actual costs.

31. Furthermore, if the Counterparty fails to fulfil its obligations under the Agreement, fails to fulfil them in a timely manner or fails to fulfil them properly, Avontuur shall have the right, to the extent possible cumulatively, to:
a. suspension of the performance of the Agreement and/or directly related agreements until payment has been made, or at least until such payment has been sufficiently secured at the discretion of Avontuur;
b. full or partial (out-of-court) termination of the Agreement and related agreements, without Avontuur being liable for any damages;
c. compensation for damages suffered and to be suffered by Avontuur.

Delivery and transport

32. Specified and agreed delivery times and other times are determined by Avontuur approximately and are indicative. In this context, there are no fatal terms. Exceeding the delivery time does not entitle the Counterparty to termination or compensation, unless expressly agreed otherwise in writing.

33. The delivery time has been determined in the expectation that Avontuur can continue to work, as was foreseen at the time of the offer and that the necessary items to be obtained from third parties are delivered to Avontuur in a timely manner and that the work to be carried out by third parties on behalf of Avontuur is carried out in a timely manner. If this expectation proves to be unfounded, even if this is the result of circumstances that could have been foreseen when the Agreement was concluded, the delivery time will be extended by as many days as the delay that occurred lasted, without Avontuur becoming liable for damages as a result.

34. The delivery time will also be extended if the Counterparty changes the order after the conclusion of the Agreement – with the written approval of Avontuur – or otherwise delays its execution.

35. Unless otherwise agreed, delivery will take place during office hours (Monday to Friday between 8:30 and 17:00). For hours between 17:00 and 23:00, a surcharge of 50% applies to the delivery costs. For hours between 23:00 and 8:30, a surcharge of 100% applies to the delivery costs.

36. Access to the location where delivery is to take place is unobstructed and adequate. The other party shall provide all cooperation to enable smooth delivery and, if necessary, unobstructed assembly and/or finishing. This also means that the location where work is to be carried out must be easily accessible by rolling stock.

37. If Counterparty collects the items from Avontuur, the time of delivery to Counterparty shall be the moment at which Avontuur notifies Counterparty that the items are ready. At that moment, all risks shall pass to Counterparty.

38. Avontuur is entitled to deliver the goods with minor deviations. For example, there may be a slight deviation with respect to models shown or provided. These deviations are deemed to be part of the Agreement concluded between the parties and the purchase price will not be reduced in such a case.

39. In the event of rental of items, the Counterparty must ensure that an authorized person is present on the agreed delivery day to receive the rented items. If no one is present upon delivery, Avontuur has the right to take back the rented items. The Counterparty will then still owe the delivery/transport costs. Avontuur can, after consultation with

40. The Counterparty may also deliver the rented item, but in the event of a difference of opinion as to whether or not the delivery took place in the agreed number and/or condition, the burden of proof for this expressly rests with the Counterparty.

41. Waiting times for drivers and stylists that cannot be attributed to Avontuur will be charged to the Other Party.

42. If, due to actions or omissions of the Counterparty, the work to be carried out by Avontuur in the execution of the Agreement cannot be carried out (in full) on the agreed delivery date, Avontuur is nevertheless entitled to invoice the work (in full) in accordance with the provisions of the Agreement. All costs arising from the aforementioned circumstances shall be borne by the Counterparty and shall therefore also be charged by Avontuur. The foregoing applies without prejudice to all other rights to which Avontuur is entitled.

Storage

43. If items ordered by the Counterparty cannot be transported to their destination immediately or within the agreed term, Avontuur is entitled, without notice of default, to store these items at the Counterparty's expense and risk within Avontuur or with third parties at the Counterparty's expense. The Counterparty is obliged to make payment as if delivery had taken place.

Retention of title

44. The ownership of all goods delivered or to be delivered remains with Avontuur and will only be transferred when the Counterparty has paid the price and any applicable costs, fines, interest and damages in respect of the goods delivered, including previous and subsequent deliveries, including the work performed or to be performed by Avontuur on behalf of the Counterparty.

45. As long as the Counterparty has not fully fulfilled its payment obligations with respect to the relevant items, the Counterparty is not entitled to transfer ownership of delivered items or to encumber them, except within the framework of its normal business operations. If the items subject to retention of title are not stored with the Counterparty, but with a third party, the Counterparty will inform this third party of the retention of title and inform this third party that it is holding them for Avontuur in that respect, without this resulting in any obligation on the part of Avontuur to pay storage costs or other costs.

46. Counterparty is obliged to properly insure the items of which Avontuur is (still) the owner against fire and theft. Claims under the insurance contract must be unconditionally transferred by Counterparty to Avontuur upon first request.

47. Avontuur has the right to either take possession of the goods or to retain them until the Counterparty has paid the amount owed, including costs, interest and/or damages, or to sell the goods, in which case the proceeds will be deducted from the amount owed to Avontuur.

48. If Counterparty fails to meet its payment obligations towards Avontuur or if Avontuur has good reason to fear that Counterparty will fail, Avontuur is entitled to take back the goods delivered under retention of title without notice of default. Counterparty hereby authorizes Avontuur to enter the location where the goods are located and to actually take them back. After taking them back, Counterparty will be credited for the market value, which can in no case be higher than the original purchase price, reduced by the costs incurred for the taking back.

 

Warranty

49. The goods delivered and work performed by Avontuur must comply with the Agreement. No guarantee for fire safety is given unless – upon request – expressly stated otherwise. The Counterparty must inform itself about the specific (fire) safety requirements that apply to the use of the goods that the Counterparty has in mind.

50. If Avontuur has purchased delivered goods from third parties with a guarantee, Avontuur will apply the guarantee provisions established by these third parties to the Other Party.

51. Unless expressly agreed otherwise in writing, Avontuur is only obliged to fulfil the warranty obligations referred to in Articles 46 and 47 within the Benelux.

Liability of and indemnification by the Counterparty in the event of (sub)letting of items

52. If the Counterparty does not make use of the damage waiver arrangement, the goods will be held by the Counterparty entirely at its own expense and risk from the moment the Counterparty collects the goods from the factory building/warehouse of Avontuur, or at least from the moment the rented goods are or are brought into the actual possession of the Counterparty by Avontuur. This means that the Counterparty is fully liable for all possible damage to the rented goods, or the loss, destruction, unusability or worthlessness of the rented goods, regardless of whether or not this is attributable to the Counterparty (which also includes damage as a result of storm, destruction, vandalism, fire and explosion).

53. In all cases, the Counterparty is liable for all damage caused by or related to the use of the rented items. The above results in an exception if: (i) the damage waiver scheme applies and this damage falls within the scope as specified in the said scheme, or (ii) the damage is caused by defectiveness of the rented items.

54. Counterparty fully indemnifies Avontuur against any claims by third parties for damages related to the use of the rented items and to the rented items themselves, except to the extent that the damage is the result of defectiveness of the rented items. Furthermore, Counterparty fully indemnifies Avontuur against any claims by third parties for damages related to the correctness and factual content of communication expressions and other materials produced on behalf of Counterparty and submitted to it.

Liability of Adventure

55. Avontuur shall – subject to the applicability of the provisions of the Agreement, including these Terms and Conditions – be liable to the Counterparty only for damage that is the direct result of an attributable failure to fulfil its obligations under the Agreement. Unless fulfilment by Avontuur is permanently impossible, Avontuur shall only be liable for an attributable failure to fulfil its obligations under the Agreement if the Counterparty has immediately given Avontuur written notice of default, whereby Avontuur has been given a reasonable period for fulfilment and Avontuur has continued to fail to fulfil its obligations after that period. The notice of default must contain a description of the failure that is as complete and detailed as possible, so that Avontuur is given the opportunity to respond adequately.

56. If and to the extent that Avontuur is liable for any attributable failure to fulfil its obligations under the Agreement, for whatever reason, this liability is limited to the coverage provided under the liability insurance taken out by Avontuur. To the extent that no coverage is provided under the liability insurance, Avontuur's liability is at all times limited to an amount of €25,000, excluding VAT, per Agreement.

57. If Avontuur has outsourced the performance of the Agreement(s) and/or the related agreements in whole or in part to a third party and the liability of the third party engaged by Avontuur for the performance of the work is limited further than as included in this article, then – notwithstanding the other provisions of this article – Avontuur's liability towards the Other Party is also limited in that manner.

58. Liability of Avontuur for damage caused by late delivery or the failure to deliver, non-managerial staff of Avontuur, indirect damage, immaterial damage, consequential damage, business or environmental damage (including loss of turnover and profit, loss suffered, loss of market share, production stagnation, investments made, acquired goodwill, damage to reputation or liability towards third parties), damage in connection with a product recall is expressly excluded.

59. Avontuur is not liable for damage of any nature whatsoever caused as a result of the Counterparty failing to meet its obligations under the Agreement(s) and/or the related agreements and/or the applicable laws and regulations. This means, among other things, but not exclusively, that Avontuur is never liable for damage that has arisen or arises because the Counterparty has provided incorrect or incomplete information or data and/or an act or omission by the Counterparty or third parties engaged by the Counterparty.

60. Claims for damages must be reported to Avontuur in writing within two (2) weeks after the moment that the Counterparty discovered or could reasonably have discovered the damage, under penalty of forfeiture of any claim for damages.
61. Avontuur is entitled to use photographic material in portfolios and presentations. Avontuur is not liable for damage to third parties caused by infringement of patents, copyrights and/or other industrial and intellectual property rights through the use of drawings, materials or components, or through the application of methods, which have been provided or prescribed to Avontuur by or on behalf of the Other Party. The Other Party is obliged to unconditionally indemnify Avontuur against these claims.

62. Avontuur is not liable for any form of damage caused by force majeure, such as but not limited to that described in article 73, weather conditions and air quality, and the (possible) consequences thereof for the use of the (rented or otherwise) items.

63. Avontuur is not liable for any form of damage to buildings, infrastructure, and/or (other) property as a result of the agreed work, such as but not limited to the installation, mounting or disassembly of the products.

64. Any exclusion or limitation of liability of Avontuur shall not apply in the event of intent and/or deliberate recklessness on the part of Avontuur and/or managerial subordinates belonging to its management or company management.

Suspension points, wall plates and steel cables

65. Suspension points, wall plates and steel cables remain the property of Avontuur and are installed once, unless otherwise agreed in writing.

66. Anchoring of suspension points and wall plates is the property of the Other Party after installation by Avontuur.

67. Avontuur only offers a guarantee on suspension points, wall plates and steel cables when using its own materials and/or decorations.

68. Avontuur is not liable for damage caused by the use of suspension points, wall plates and/or steel cables by or from third parties or the Other Party.

69. The warranty on suspension points, wall plates and steel cables applies for the duration of the Agreement and expires if the suspension points, wall plates and/or steel cables are used by or from third parties or the Other Party.

70. Avontuur is not liable for costs incurred if the suspension points, wall plates and/or steel cables need to be increased as a result of a change in the law or other regulations in order to comply with the prescribed (legal) standard.

71. Counterparty is responsible for inspection and/or maintenance, including but not limited to (periodic) inspection and maintenance of the correct, adequate and properly functioning power supplies and electricity. Avontuur is not liable for damage or malfunctions caused by a power supply and/or electricity that does not comply with the above.

72. Avontuur is not liable for any form of damage caused by third parties. This also applies to damage to surrounding matters caused by steel cables, when the damage is the result of a circumstance attributable to the Counterparty or a third party. The costs for repairing the steel cable or other resulting damage to other matters, are for the account of the Counterparty.

73. Counterparty is responsible and liable for the correct use of time clocks and window times. Avontuur is not liable for damage or malfunctions to the time clocks and window times. Avontuur guarantees that the time clocks and window times are set correctly and work properly upon delivery.

Force majeur

74. In the event of force majeure, Avontuur's service activities, delivery obligations and other obligations will be suspended. Force majeure within the meaning of this article is understood to mean circumstances that prevent Avontuur from fulfilling the Agreement and that cannot be attributed to Avontuur. This also includes: strikes, labor unrest, incapacity for work of third parties or among Avontuur's own personnel, riots, war and other unrest, boycotts, blockades, natural disasters, pandemics (including any mutation(s) of the COVID-19 virus), epidemics, lack of and/or price increases in raw materials (of at least 5%), prevention and interruption of transport options, extreme weather conditions, extreme and prolonged periods of above-average rainfall of more than one week, theft, vandalism, fire, machine breakdown, disruptions in Avontuur's business, problems with suppliers and/or measures by any government agency.

If the period in which Avontuur is unable to fulfil its obligations due to force majeure lasts longer than two (2) months, Avontuur shall be exclusively authorised to terminate the Agreement without judicial intervention, without any obligation to pay compensation for damages and costs in that case. This means that an appeal to article 6:265 BW is excluded for the other party.

75. If Avontuur has already partially fulfilled its obligations upon the occurrence of force majeure, or can only partially fulfil its obligations, it is entitled to invoice the part already delivered or the part that can be delivered separately and the Other Party is obliged to pay this invoice as if it concerns a separate agreement.

76. If products are damaged due to force majeure, Avontuur may, at the request of the Counterparty, repair or replace these products, whereby it is at the sole discretion of Avontuur whether a product is repaired or replaced. The costs, including (but not limited to) the costs for a replacement product, the man-hours incurred or to be incurred by Avontuur or a third party engaged by it, the renting or provision of an aerial work platform by Avontuur or a third party and all transport costs, related to the repair or replacement of the product will be charged to the Counterparty. The costs will be charged by means of a subsequent calculation (and will be invoiced accordingly).

Obligations of the Counterparty, delivery, reporting and handling of damage

77. If Avontuur is (also) assigned work (assembly and disassembly), a joint inspection (delivery round) will be carried out. Any adjustments and/or complaints relating to this work can only be reported during this delivery round. Complaints relating to matters that were or were not visible to the Other Party but are expressed after the delivery round will no longer be processed by Avontuur and any possible claim for compensation will therefore lapse.

78. The Counterparty must check within 24 hours of receipt of each delivery of the items sold to him whether they correspond to the Agreement. If there are any invisible defects, these must be reported to Avontuur in writing without delay, or at the latest within 21 days of receipt. The Counterparty must indicate what the defect is and when and how the defect was discovered. Complaints about hidden defects must also be reported to Avontuur in writing within 21 days of discovery or the Counterparty should reasonably have discovered it. Complaints about items can be made to Avontuur up to 12 months after delivery.

79. Counterparty must check within 24 hours of receipt of each delivery of the rented goods to him whether they comply with the Agreement. If Avontuur does not receive a written notification from Counterparty within these 24 hours, Counterparty is deemed to have received the goods without defects, as stipulated in article 7:218 paragraph 3 BW for rented goods. Avontuur is obliged to make the agreed dimensions and other specifications available to Counterparty, with the understanding that minor deviations are permitted. For example, there may be a slight deviation with regard to models shown or provided. These do not qualify as a defect.

80. Damage to, theft or loss of rented items, other than after delivery as referred to in article 71, must be reported by the Counterparty within 24 hours of discovery. The parties consider this term to be 'immediately' as determined in article 7:222 BW. The Counterparty is further obliged to provide all cooperation to limit the damage, as well as to the settlement of the damage. The Counterparty must also follow all instructions from Avontuur, provide the requested information and documents and refrain from actions that could harm the interests of Avontuur. Avontuur will process a report as soon as possible and will ensure repair or replacement of damaged items within a reasonable period, unless there is theft or the Counterparty has not opted for the application of the damage waiver scheme or if - if the damage waiver scheme does apply - the damage in question falls outside its scope. If damage is not reported within 24 hours after the Other Party has discovered or could have discovered the damage, the provisions of article 7:218 paragraph 2 shall apply. For the record: theft of rented items must be reported, but is at all times at the expense and risk of the Other Party. In the event of theft, Avontuur is not obliged to provide for (repair or) replacement of the stolen items.

81. Except for the provisions of article 72, Avontuur is not obliged to take any action in connection with damage to rented items. The provisions of article 7:206 paragraph 1 and 2, 7:207 and 7:208 BW are excluded, unless it concerns defects that Avontuur knew or should have known when entering into the Agreement. The other party is not entitled to make changes or adjustments to the rented items without the prior written consent of Avontuur.

82. The Counterparty is not permitted to transfer the use of the rented property to another party without the prior written consent of Avontuur, in particular not by way of subletting.
83. Returns will only be accepted and received after written confirmation of approval by Avontuur and must always be sent carriage paid. Returns must always include the date and number of the order on which the original delivery took place, and the invoice date and number on which the items are listed.

End of lease

84. At the end of the rental period/term, the Counterparty is obliged to return the rented property in its original condition, free of defects and complete, or to make it available to Avontuur again in the manner referred to in Article 15. If the Counterparty fails to comply with this obligation, fails to comply on time or fails to comply fully, the Counterparty will be in default by operation of law, without any further notice of default from Avontuur being required. In that case, all costs arising from this will be borne by the Counterparty and, from the time the default occurs, the Counterparty will owe the statutory (commercial) interest for (commercial) agreements as referred to in Article 6:119 of the Dutch Civil Code, or at least 6:119a of the Dutch Civil Code in conjunction with 6:120 of the Dutch Civil Code, on the Order Amount (including VAT).

85. Upon return or cancellation, the rented items will be checked. Any damage and/or missing items will be reported to the Counterparty and charged if necessary. If the Counterparty does not object to the damage report provided by Avontuur in writing within three (3) working days, the Counterparty will be deemed to have agreed to the damage assessment and this will be considered established between the parties. The Counterparty is also obliged to compensate Avontuur for the damage within seven (7) days of receipt of the damage invoice.

Fire safety

86. Avontuur can supply all necessary fire-resistant materials and treat (or have treated) practically all articles. Materials can be treated according to the most common standards, specific requirements must be made known in advance. It is possible to treat specific articles in the workshop of Avontuur and to provide them with a certificate. This must then be agreed in writing between Avontuur and the Counterparty before production and/or delivery, whereby the use of the article is also recorded. This service is offered separately to the Counterparty.

87. Avontuur is not liable for any damage and/or injury resulting from the use of its materials, except in the event of intent or deliberate recklessness on the part of Avontuur. No guarantee is given for fire safety, unless expressly agreed otherwise in writing – upon request. The other party must inform itself about the specific (fire) safety requirements within its own municipality and applicable to the relevant location(s). The other party is also obliged to comply fully and correctly with all laws and regulations regarding fire safety at all times. Furthermore, the other party will indemnify Avontuur against all possible claims for damages from third parties insofar as it fails to comply with its obligations under this article or fails to comply correctly.

Intellectual property and confidentiality

88. All intellectual property rights, including those in quotations, drawings, models, software, manufacturing methods and documents relating to the Agreement and provided by Avontuur, as well as any copyrights and other industrial and intellectual rights that arise during the term of the Agreement, remain the property of Avontuur and may not be duplicated, multiplied, taken over or made available to third parties for inspection or use in any way without the prior written consent of Avontuur.

89. The Counterparty shall refrain from infringements of the property rights of Avontuur referred to in Article 80 and shall use the rented materials solely and exclusively for the purpose of executing the Agreement.

90. Counterparty undertakes to maintain confidentiality towards third parties of all drawings, specifications, other business information and know-how, in the broadest sense of the word, originating from Avontuur, which have come to the attention of Counterparty through or in connection with the Agreement. Breach of this provision entitles Avontuur to charge a penalty of 25% of the Order Amount, without prejudice to Avontuur's right to claim the actual damages suffered from Counterparty, insofar as the damages exceed the amount of the penalty.

Termination of the agreement

91. Avontuur shall, without prejudice to its other rights, have the right to terminate the Agreement in whole or in part, without any liability for reimbursement of costs or reimbursement of prepaid amounts or any damages, by dissolution or cancellation with immediate effect by means of a Written statement, without judicial intervention or notice of default, if:
a. The Counterparty fails to fulfil any obligation, fails to fulfil it in a timely manner or fails to fulfil it properly, and if the Counterparty fails to fulfil one or more of its obligations, it will be in default under the Agreement by operation of law;
b. The other party, being a natural person, dies or becomes permanently incapacitated for work;
c. The other party, being a natural person, is placed under administration, management or guardianship;
d. The Counterparty (partially) ceases its business (including the inability to meet its current obligations) or goes into liquidation;
e. in the opinion of Avontuur, the creditworthiness of the Counterparty has decreased on the basis of which Avontuur has well-founded fears that the Counterparty will not be able to meet its obligations towards Avontuur, will not be able to meet them on time or will not be able to meet them in full;
f. an application for (provisional) suspension of payments, bankruptcy or admission to the WSNP is filed by or against the Counterparty, or if the Counterparty has been granted a suspension of payments, the Counterparty has been declared bankrupt or the Counterparty, being a natural person, has been admitted to the WSNP, or the Counterparty makes an offer for an agreement outside of bankruptcy;
g. the ownership of or control over (the company of) the Counterparty is transferred in whole or in large part to others or this company merges or is split up;
h. the assets of the Counterparty are seized in such a way that, in the opinion of Avontuur, the Counterparty will no longer be able to properly fulfil its obligations.

92. In the event of (one of) the circumstances referred to in Article 83 under b, c, d, f, g or h, the Counterparty (or at least its heirs or administrator) shall immediately inform Avontuur in writing. In such a case, the Counterparty shall be obliged to return the rented items immediately upon first request, or to provide full cooperation in the removal or collection of the items by Avontuur or by third parties engaged by Avontuur for this purpose.

93. In the event of (one of) the circumstances referred to in Article 83 under f, Avontuur is entitled – instead of terminating the Agreement(s) – to inform the Other Party within a reasonable period that it requires performance of (part of) the relevant Agreement(s). In that case, Avontuur is entitled, without notice of default, to suspend the performance of the relevant Agreement(s) until payment has been made or at least sufficient security has been provided for performance of its obligations, without prejudice to all other rights to which Avontuur is entitled.

94. The consequence of the termination of the Agreement(s) and the related agreements, for whatever reason, is that: (i) all claims that Avontuur may have or acquire on the Counterparty under the relevant Agreement(s) are immediately fully due and payable (including any claim for damages) and that these can be offset against any claims that the Counterparty may have or acquire on Avontuur, (ii) the Counterparty is obliged to immediately return the rented items; and (iii) Avontuur has the right to gain access to the premises and buildings of the Counterparty and to enter them in order to take possession of the items in question, and the Counterparty is obliged to provide full cooperation in this regard. All costs involved and any damage suffered by Avontuur as a result thereof shall be borne by the Counterparty.

95. Termination or dissolution of the Agreement(s) on one of the grounds as included in this article shall only have effect on future obligations of the parties insofar as these arise from or are related to the Agreement(s) and the related agreements. The foregoing means that the legal basis for performances of the parties that were fulfilled prior to the termination of the Agreement(s) shall not be affected and Avontuur shall therefore retain its right to payment of invoices for all performances delivered by it up to that point.

96. Obligations that by their nature are intended to continue after termination or dissolution of the Agreement(s) shall remain in force after termination or dissolution, regardless of the grounds for termination or dissolution. These obligations include confidentiality, liability, dispute resolution, applicable law and this article.

Other provisions

97. The Counterparty is not permitted to transfer its legal relationship with Avontuur in whole or in part to a third party or to encumber it without the written consent of Avontuur.

98. If any provision of these Terms and Conditions or of the Agreement of which they form part is void or voidable, the remaining provisions of these Terms and Conditions shall remain in force and Avontuur and the Counterparty shall consult with each other and agree on a permitted provision that approximates the purport of the original provision as closely as possible.

99. Avontuur is entitled to unilaterally amend these Terms and Conditions, in which case it will notify the Other Party in writing of the amended Terms and Conditions.

Applicable law and competent court

100. All Agreements concluded by Avontuur and their execution are exclusively governed by Dutch law.

101. All disputes arising from the Agreement(s) concluded between the parties, including the sole collection of the amount owed, will be brought before the competent court in Alkmaar.

Conditions for damage waiver scheme above €250
(only valid for rented items from Avontuur-BlachereNL BV)

Damage waiver scheme

During the rental period, direct damage to rented items, or the loss, unusability or worthlessness of the rented items (including, but not limited to, damage resulting from a storm (wind force of 9 or more), destruction or vandalism, fire and explosion) shall be borne by Avontuur-BlachereNL BV, insofar as the damage exceeds € 250.00 - at the discretion of Avontuur. The above shall not apply if the damage is caused by the failure of the Other Party to comply with one or more obligations incumbent on it under the rental agreement and/or the applicable laws and/or regulations, intentional or reckless conduct, unauthorized omission and/or improper use of the rented items by the Other Party and/or third parties engaged by it, or in the event of theft.
The damage waiver scheme never covers immaterial damage, consequential damage, business or environmental damage, whether direct or indirect.

An annual percentage surcharge of 3.9% on the Order Amount applies for the inclusion of the damage waiver arrangement. Avontuur-BlachereNL BV may make the conclusion of the damage waiver arrangement a condition for entering into a rental agreement. Avontuur-BlachereNL BV also has the right - for reasons of its own - to impose additional (preventive) measures on the Other Party or to impose additional requirements for the protection, preservation of the rented items and/or to limit any risks.

Injury

As soon as the Counterparty becomes aware of damage to a rented item, the Counterparty is obliged:
- Report the damage immediately in writing to Avontuur-BlachereNL BV;
- To provide all cooperation to limit the damage, as well as the settlement. The Counterparty is obliged to follow all instructions of Avontuur-BlachereNL BV, to provide the requested information and documents and to refrain from actions that could harm the interests of Avontuur-BlachereNL BV.

Determination of the damage

Upon return, the rented items will be checked. Any damage will be determined by Avontuur-BlachereNL BV and reported to the Other Party. If the Other Party does not file a written objection within three (3) working days after receipt of the damage report provided by Avontuur-BlachereNL BV, the Other Party will be deemed to agree with the damage assessment and this will be considered established between the parties.

Other provisions

- Damage to rented products specifically as a result of destruction, vandalism, fire and/or explosions will only be reimbursed 100% once per rental period by Avontuur. Prior to any reimbursement, Avontuur will investigate whether the damaged products can be replaced. Products that are damaged to such an extent that the products can no longer be replaced are not included in the damage waiver scheme.
- In case of repeated incidents of damage to the rented products due to the aforementioned events,
75% of the amount of the damage for the account of the Counterparty and 25% for the account of Avontuur.
- The amount for the damage waiver scheme is calculated on the gross amount, including any discounts, and amounts to 3.9% of the rental amount per year.
- The damage waiver scheme applies to claims within the Netherlands.
- The damage waiver arrangement does not affect the limitation of liability of Avontuur, the price and delivery conditions, including Articles 52 to 60.

Avontuur may reject a claim under the damage waiver scheme at any time if the Counterparty fails to comply with one or more of its obligations as set out in these "Terms and Conditions of the Damage Waiver Scheme" or if Avontuur has a reasonable suspicion that the claim or information provided is incorrect or based on untruths.

Damage not covered by this scheme will be handled in accordance with the price and delivery conditions.