General Terms and Conditions

​

1. General

1. These terms and conditions apply to every offer, quotation and agreement entered into between Dundas Produkties, hereinafter referred to as the “Contractor”, and the Client on whom the Contractor has declared these terms applicable, as long as the parties have not expressly and in writing deviated from these terms.

2. These terms also apply for the benefit of third parties engaged by the Contractor for the performance of the agreement.

3. The applicability of any purchase or other general terms of the Client is expressly rejected.

4. Any changes to agreements between the Contractor and the Client and any deviations from these general terms shall only be effective if they have been agreed in writing between the Contractor and the Client. Any agreed deviations apply only to one specific assignment, unless expressly confirmed in writing otherwise.

5. If the Contractor engages third parties for the performance of the agreement, it is entitled to raise against the Client any defences that these third parties may raise against the Contractor.

6. If one or more provisions of these general terms are found to be wholly or partially invalid or void at any time, the remaining provisions shall continue to apply in full. The Contractor and the Client will then consult in order to agree on new provisions to replace the invalid or void provisions, while taking into account, as far as possible, the purpose and intent of the original provisions.

7. If the Contractor does not strictly require full compliance with these terms at all times, this does not mean that the provisions are no longer applicable, nor that the Contractor in any way forfeits the right to strictly enforce these terms in other cases.
 

2. Quotations and contracts

1. All quotations made by or on behalf of the Contractor are non‑binding and do not create any obligations for the Client towards the Contractor. All quotations are valid for 30 days, unless otherwise stated in the quotation. After that period, any options lapse and the Contractor reserves the right to employ the capacity reserved for the quotation for other requests.

2. If the Contractor issues a lump‑sum price, there is no obligation to perform part of the assignment for a proportionally lower amount of the quoted total price.

3. Offers and quotations do not automatically apply to future orders.

4. All data contained in a quotation are intended solely for use in connection with the order to be delivered or being delivered and may not be used by the Client for other purposes.

5. A contract between the Contractor and the Client comes into existence only once the Client’s approval of the quotation or order has been received by the Contractor. A contract is concluded only if the Contractor has confirmed in writing or by electronic means the order given by the Client. Any subsequent additional agreements deviating from the quotation or order concerning extra work or reduced work must be separately and in writing agreed in order to be valid. The Contractor is not bound by oral assurances, unless these are confirmed in writing.

6. The Contractor will record the agreement in writing in a contract and send it to the Client as soon as possible. The Client shall ensure that a signed copy of this contract is received by the Contractor no later than 5 (five) days after the date of the contract.

7. If the signed contract has not been received by the Contractor within the period referred to in 2.6, the Contractor – without prejudice to the right to performance – has the right to rescind the contract without being liable for damages.

8. Extra work performed at the Client’s request and not included in the agreement will be charged to the Client separately. Extra work means all services and deliveries performed by the Contractor for the Client which are not included in the description of services in the confirmation of order.

9. The Contractor is not bound by quotations containing obvious errors, misspellings or miscalculations. Any material or information sent by email or provided by telephone or fax that is unclear or inaccurate cannot be held against the Contractor, as long as such ambiguities are not attributable to the Contractor.

10. Prices stated in a quotation or contract are exclusive of the statutory VAT rate, unless explicitly stated otherwise.
 

3. Prices

1. Prices are always quoted on the basis of the prices applicable at the time the quotation or order is issued.

2. Unless otherwise agreed in writing, all prices are exclusive of VAT, compensation for authors’ rights and neighbouring rights, royalties and any other levies.
 

4. Performance

1. The performance of the agreement between the Client and the Contractor is based on the nature of the event, the needs, numbers and circumstances as indicated by the Client. If the Client’s information does not correspond to the actual numbers, circumstances or nature of the event, the Contractor is not liable for the consequences.

2. If, during the performance of the agreement, a deviation from the originally agreed arrangements is requested by the Client, the resulting additional costs will be charged to the Client.

3. If the Client fails to perform an obligation arising from the agreement with the Contractor, the Contractor has the right to suspend the performance of all its obligations to the Client or to terminate all agreements with the Client, without the need for prior notice or intervention by the court, while retaining the right to damages. In that case, all amounts owed by the Client to the Contractor become immediately due and payable.

4. The Contractor is entitled, without prior notice and without the Client’s consent, to have the assignment or parts of it performed by third parties not employed by the Contractor, if this, in the Contractor’s opinion, promotes proper and efficient performance of the assignment.
 

5. Engagements and conditions for performances

1. The Client shall ensure the availability of a lockable, heated dressing room in the immediate vicinity of the performance area and separate from the public, with table and chairs (for the number of artists and crew), a mirror, washing facilities with hot running water, steam facilities, sufficient lighting and a toilet nearby.

2. The Client shall ensure free parking in the immediate vicinity of the venue and within walking distance of the dressing room. Any parking costs are for the Client’s account.

3. The artists must be able to load and/or unload at the venue.

4. The Client shall obtain the necessary permissions from third parties and any required permits for the performance of the agreement, including the required licences for authors’ rights (BUMA) and neighbouring rights. The Client indemnifies the Contractor against all consequences arising from the absence of such licences.

5. The Client shall provide the artist(s) and crew with a reasonable number of refreshments (coffee, tea, soft drinks) during the time of their presence and, around lunchtime, a light meal. In the case of an evening performance, the artist(s) and crew must be provided with a hot meal.

6. If weather conditions, wet ground or unsafe conditions prevent the performance from taking place, the Contractor and/or the artist(s) have the right to postpone or cancel the performance for safety reasons. This assessment is made by the artist. If a performance cannot take place, an alternative solution will be sought. If no suitable solution can be found, the Client shall pay the Contractor the full agreed fee, including travel and accommodation costs.

7. The Client shall provide professional facilities and the appropriate hall conditions as specified in the agreement and/or in the rider. The Client shall ensure that these facilities are set up in time, are in good condition and comply with any safety requirements.

8. The Client shall be responsible for the safety of the artist(s), assessed by the Contractor or the artist(s).

9. If the Client has not complied with the obligations set out in this article, the Contractor is not obliged to perform its obligations and is not liable for any damage resulting from the failure to perform them, without prejudice to the Client’s obligation to pay the full agreed remuneration.
 

6. Termination of the agreement

1. If the Client cancels the order in full or in part, cancellation fees are due to the Contractor. These cancellation fees are expressed as a percentage of the agreed total amount of the agreement:

• 100% in case of postponement or cancellation up to and including 30 days before the day(s) of performance

• At least 75% in case of postponement or cancellation between 120 and 30 days before the day(s) of performance

• At least 50% in case of postponement or cancellation up to 120 days before the day(s) of performance.
  2. If the Contractor so wishes, the Client is also required to compensate all further (direct and indirect) damage resulting from such cancellation.
  3. If the Client cancels the agreement in full or in part, and in the case of goods or services supplied by third parties as subcontractors to the Contractor, the Client is always also liable for the (cancellation) costs that the Contractor can demonstrably owe to these third parties, in addition to the cancellation fees referred to in 6.1.
  4. Total or partial cancellation of an agreement by the Client may only take place in writing. The date on which the written cancellation has been received by the Contractor is decisive for the determination of the amount of the cancellation fees.
  5. The Contractor is entitled to terminate the agreement if the Client:

• a. makes improper use of the Contractor’s services;

• b. acts contrary to the good name or interests of the Contractor;

• c. disseminates information or otherwise acts in violation of (inter)national law or of what is customary in business practice;

• d. disseminates discriminatory information or otherwise discriminates on grounds such as appearance, race, religion, gender, culture or origin;

• e. files for bankruptcy or is declared bankrupt;

• f. requests or is granted a suspension of payment;

• g. sells or liquidates its business.

In such cases, the Client shall pay the Contractor all costs already incurred for the performance of the agreement, and the Contractor shall not be liable for any damage resulting from non‑performance or premature termination of the agreement.
 

7. Force majeure

1. If, as a result of one or more of the causes mentioned in article 7.2, the Contractor is unable to perform or reasonably unable to perform its obligations due to force majeure, the Contractor is released from the obligation to meet the agreed deadline for reservation or performance of the assignment, and the Client shall not be entitled to compensation for costs, damage or interest.

2. Force majeure occurs if, after the conclusion of the agreement, the Contractor is prevented from performing its obligations under the agreement or preparing for the performance as a result of war, war risk, civil war, riots, disorders, strikes, lockouts, fire, environmental or water damage, flooding, government measures, extreme weather conditions, the declaration of national mourning by a government authority, illness or work incapacity of the artist, disruptions of services provided by third parties, or any other cause beyond the Contractor’s fault or within its normal risk sphere.

3. As far as the performance of an agreement depends (also) on third parties, also when engaged by the Contractor, shortfalls resulting from the acts or omissions of these third parties cannot be imputed to the Contractor. This also includes the non‑appearance of an artist due to illness.

4. If the performance of the agreement cannot proceed because the Client lacks the necessary permits, this shall not be considered force majeure and the Client shall pay the Contractor the full agreed amount.

5. In case of force majeure as referred to in 7.2, the Contractor shall notify the Client. After sending this notice, the Client has 8 days to cancel the assignment in writing. If the Contractor has already performed part of the assignment, the Contractor is entitled to compensation for that part already performed, plus any costs incurred for third parties.

6. The Contractor has the right to arrange a proper alternative performance if an agreement cannot be fully or partly carried out as agreed due to unforeseen circumstances, without the Client thereby acquiring the right to a reduction of the agreed price or to termination of the agreement. The Contractor is obliged to inform the Client of such circumstances as soon as it becomes aware of them.
 

8. Complaints

1. The Client is obliged, during the execution of the assignment, to check whether the performance corresponds with what the Client expected.

2. Complaints arising from the performance of an agreement must be submitted to the Contractor as soon as possible, but in any event within 5 days after completion of the performance, by registered letter, failing which any claim shall lapse. The date of receipt of this registered letter by the Contractor determines the relevant date. The agreed quotation or order confirmation forms the basis for complaints. Obvious printing, spelling or calculation errors or ambiguities in quotations or order confirmations do not bind the Contractor.

3. All rights of the Client to claim damages, termination or specific performance in case of defects in the performance of the agreement lapse seven days after completion of the performance.

4. Minor deviations in the performance, including in aesthetic terms, do not justify complaints.

5. A demonstrable defect in a part of the performance does not give the Client the right to reject the entire performance. The Contractor accepts no responsibility for shortcomings caused or arising due to the fault or conduct of the Client or third parties, or due to circumstances beyond the Contractor’s control.

6. If a complaint relates to an invoice received, it must be submitted to the Contractor by registered letter within 7 days of the invoice date. Complaints received by the Contractor after the expiry of the 7‑day period mentioned above may be disregarded by the Contractor. The Client is deemed to have accepted the invoice sent to him after the expiry of the 7‑day period.

7. The Client is not entitled to suspend its obligations under the agreement or to set‑off any claims it may have against the Contractor.
 

9. Liability

1. The Contractor does not accept liability for direct or indirect damage suffered by the Client as a result of an incorrect or untimely performance of the assignment, unless the Client can prove that there was intent or gross negligence on the part of the Contractor. In that case, the damage shall in no event exceed the maximum amount of the work to be performed by the Contractor or a proportionate part thereof. The Contractor is never liable for consequential damage such as lost profits.

2. If the Contractor uses third parties for the performance of the assignment or the supply of goods, it will always exercise due care in their selection. The Contractor is, however, not liable for the conduct or shortcomings of these third parties.

3. The Contractor strives to minimize the chance of (technical) errors. Nevertheless, the Contractor is never responsible and can never be held liable for any human or technical errors in the services or products provided by the Contractor. The Contractor is never responsible, in legal or statutory sense, for any damage or consequential damage caused by an error, malfunction, delay or standstill of the show, regardless of the nature of the error and whether it relates to technical equipment, artists or third parties.

4. The Contractor does not accept liability for loss or theft of property belonging to the Client or to third parties present on the Client’s behalf at the location where the assignment is carried out.

5. The Client is liable for all damage or loss caused by persons present on its behalf to the property of the Contractor or to the personnel present on behalf of the Contractor.

6. Any damage caused to instruments, etc. of the artist, caused by the audience or by the Client’s staff present in the hall, on stage or in the dressing room, will be fully compensated by the Client at the assessed value, within one month after the damage has occurred. This amount will be paid by the Client to the artist. In case of an outdoor performance or in a tent, the Client is also liable for damage to the artist as a result of unfavourable weather conditions and/or inadequate covering of the stage construction.

7. The Contractor does not accept any liability towards third parties for any damage whatsoever, regardless of the cause, except in cases where the damage is due to intent or gross negligence on the part of the Contractor. The Client indemnifies the Contractor against such claims by third parties.
 

10. Intellectual property rights

1. The Client shall refrain from using, or having used, developed or undeveloped ideas or proposals/concepts of the Contractor relating to entertainment or an event, outside of the Contractor and without the Contractor’s consent.

2. The Contractor reserves all rights and powers it derives from the Copyright Act and other intellectual property legislation. The Contractor has the right to use any knowledge gained through the performance of an agreement for other purposes, as long as strictly confidential information of the Client is not disclosed to third parties.
 

11. Invoicing and payment terms

1. The Contractor has the right to require the payment of one or more advance payments on the agreed price before or during the execution of the agreement.

2. Payment must be made within 7 days of the invoice date and in any event at least 3 days before the date of performance, in the manner and currency indicated on the invoice, unless the Contractor has expressly stated otherwise in writing; if not, the Client is in default by operation of law. The Contractor is then entitled to rescind the agreement, with the Client obliged to fully indemnify the Contractor for all damage. The Client must also indemnify the Contractor against all claims by third parties involved in the performance of the agreement.

3. Without the Contractor’s explicit written consent, the Client may not suspend its payment obligations nor offset any amount it owes against any claim it may have against the Contractor.

4. Each payment by the Client first reduces costs, then accrued interest, and finally the principal amount due to the Contractor.

5. Any disputes arising from complaints made by the Client, or otherwise, do not entitle the Client to suspend its payment obligations, unless expressly authorized to do so by the competent court.

6. If the Client has not paid in full within 7 days of the invoice date, the Client is, without prior notice of default and as of the day on which the payment term has expired, liable to pay the Contractor an immediately payable interest of 2% per calendar month on the outstanding amount. Any part of a month counts as a full month.

7. If the Client is in breach of its payment obligations or other obligations, the Client is liable for collection costs incurred in obtaining payment extrajudicially, hereinafter referred to as “collection costs”. These collection costs amount to 15% of the principal amount, with a minimum of €115.–. The mere fact that the Contractor has engaged legal assistance implies the obligation to pay collection costs. The Client must also bear the costs of any judicial measures taken to obtain payment, if the Contractor decides to proceed in that manner.

8. If the Client is in default with a payment, all claims of the Contractor on the Client become immediately payable, after a written notice to that effect has been sent to the Client.
 

12. Applicable law

1. Dutch law exclusively applies to all agreements entered into between the Contractor and the Client.
 

13. Changes to the terms

1. The Contractor is entitled to amend these terms. The amendments shall enter into force on the announced effective date. The Contractor shall send the amended terms to the Client in a timely manner. If no effective date is stated, the amendments shall enter into force as soon as they have been communicated to the Client.
 

14. Final provisions

1. Without the Contractor’s prior written consent, the Client is not entitled to transfer, in whole or in part, its rights and/or obligations under the agreement to third parties.

2. If a provision in these terms is declared invalid or void, the remaining provisions shall remain in full force and effect. The invalid or void provision shall then be interpreted as far as possible in a manner consistent with the original intent.

​