General Term & Conditions

The following is an automated translation of our "ALGEMENE VOORWAARDEN van Noyz Boyz Advanced Audio Services B.V." written in Dutch. The translation is just for your convenience and the translation is not legally binding. In case of any discrepancies or disputes, the original Dutch version shall prevail.

 The Dutch version can be found here. 

GENERAL TERMS AND CONDITIONS

of

Noyz Boyz Advanced Audio Services B.V.

APPLICABILITY.

Article 1.

1.All our offers, agreements, assignments, as well as their execution, are governed by these general terms and conditions. Deviations must be explicitly agreed upon in writing.

2.The term “counterparty” or “lessee” in these conditions refers to any (legal) person who has entered into or wishes to enter into an agreement with our company, including their representative(s), authorized agent(s), legal successor(s), and heirs.

3.The term “goods” in these conditions refers to hardware, software, and any other items that may be subject to an agreement in line with our business activities.

4.If the counterparty uses general terms and conditions, these are not binding for us and are explicitly rejected in advance, with our general terms and conditions prevailing.

5.By referring to these conditions in our price lists, offers, acceptance or confirmation letters, receipts, invoices, etc., as well as by simply placing an order (verbally, by telephone, via email, etc.) and/or receiving the delivered or rented goods, the counterparty is deemed to have tacitly agreed to these terms and conditions.

6.If any provision (or part thereof) of these General Terms and Conditions is potentially inapplicable or declared null and void, the remainder shall remain fully in force. Additionally, voided provisions shall be replaced by a reasonably determined alternative.

7.If there is ambiguity regarding the interpretation of one or more provisions of these General Terms and Conditions, the interpretation shall take place “in the spirit” of these provisions.

8.If a situation arises between the parties that is not covered by these General Terms and Conditions, this situation shall be assessed “in the spirit” of these provisions.

OFFERS.

Article 2.

1. All offers are non-binding unless explicitly agreed otherwise in writing. Such non-binding offers should be considered as an invitation to make an offer. Unless explicitly stated otherwise, our offers do not include assembly or installation. Unless specified otherwise, our offers are valid for no longer than thirty (30) days.

2. All drawings and data provided with an offer, such as dimensions, weights, capacities, and quantities, are compiled as accurately as possible. These specifications are only binding if explicitly confirmed. We are not liable for typographical, printing, or other errors in these drawings or data.

3. Our offers assume that all goods will be delivered in standard execution and that all work can be carried out in the normal manner. Specific requirements and circumstances must be specified in writing and in sufficient detail in advance. We will then explicitly state in the offer whether and to what extent these requirements or circumstances have been considered.

4. Offers, as well as drawings, designs, diagrams, models, computer programs, and calculations created by us (or on our behalf), remain our property and may not be shared with third parties without our consent.

5. We reserve the right to refuse orders or assignments without providing reasons.

6. If an acceptance deviates from the offer, we are not bound by it. The agreement will then not be established in accordance with this deviating acceptance, unless we agree to it in writing.

AGREEMENT.

Article 3.

1. Subject to the provisions below, an agreement with us is only concluded once we have accepted or confirmed an order in writing. This acceptance or confirmation is deemed to accurately and fully reflect the agreement.

2. Additional agreements or changes, as well as agreements made with and/or commitments by our staff, are only binding if confirmed by us in writing.

3. For deliveries and/or work for which, due to their nature and scope, no offer or order confirmation is sent, the invoice also serves as order confirmation, which is also deemed to accurately and fully reflect the agreement.

4. Each agreement is entered into under the suspensive condition that the counterparty is deemed creditworthy for the financial fulfillment of the agreement, solely at our discretion.

5. We are entitled, before or after the conclusion of the agreement and before performing further obligations, to require the counterparty to provide security ensuring compliance with both payment and other obligations.

6. We are entitled, before or after the conclusion of the agreement and before performing further obligations, to request an advance payment from the counterparty of any amount.

7. We are entitled to suspend or dissolve obligations if:

- The client does not or does not fully fulfill obligations from the Agreement.

- After the conclusion of the Agreement, circumstances arise that give us good reason to fear that the client will not fulfill obligations.

- The client, when concluding the Agreement, was asked to provide security for compliance with obligations, and this security is not provided or is insufficient.

8. Furthermore, we are entitled to dissolve the Agreement if circumstances arise that are of such a nature that performance of the Agreement becomes impossible or can no longer reasonably be demanded, or if other circumstances arise that are of such a nature that unchanged continuation of the Agreement cannot reasonably be expected.

9. If the Agreement is dissolved, our claims against the client become immediately due and payable. If the client suspends the fulfillment of their obligations, they retain their rights under the law and the Agreement.

PRICES.

Article 4.

1. Each price quote is subject to price changes unless agreed otherwise in writing.

2. Unless otherwise stated, our prices:

- Are based on the prices, wages, labor costs, social and government charges, transport costs, insurance premiums, and other expenses applicable on the date of the offer or order.

- Are based on delivery “ex works” (from our company).

- Are exclusive of VAT, import duties, other taxes, levies, and charges.

- Are exclusive of packaging, loading, unloading, transport, and transport insurance costs.

- Are quoted in Dutch currency; exchange rate changes will be charged to the client.

3. If the cost price factors mentioned in the previous section increase during the period between the date of the offer and the delivery or the actual availability of the rented goods, the order price or rental price shall be increased accordingly, in compliance with any statutory regulations.

4. If work is also agreed upon, we are entitled to charge any demonstrable additional or heavier work costs or costs arising from non-standard hours or delays beyond our control. We are also entitled to index the labor cost component and charge the increased labor costs accordingly.

DELIVERY TIME AND DELIVERY.

Article 5.

1. The delivery time is the period agreed in the contract within which the goods must be made available to the client or, if work is agreed, within which the work must be completed.

2. Delivery times are always approximate unless explicitly agreed otherwise in writing.

3. An agreed delivery time does not commence until all necessary information is in our possession and the payment, if required at the time of the order, has been made.

4. We are obligated to adhere to the delivery time as much as possible but are in no way liable for reasonable deviations.

5. Exceeding the specified delivery time does not entitle the client to any compensation and does not give them the right to cancel the agreement or refuse delivery.

6. Unless agreed otherwise, delivery is “ex works/warehouse.”

7. Partial deliveries are always permitted. These partial deliveries can be invoiced separately, and the client is then required to pay in accordance with the provisions of Article 16 of these conditions.

8. If the goods are not collected by the client after the delivery time has expired, they will be stored at their disposal at their expense and risk. If prolonged storage is necessary due to the client’s failure to take delivery on the agreed date, storage costs will be charged.

9. Minor deviations in size, color, capacity, shape, and packaging of the delivered or rented goods are never grounds for the client to cancel the order in whole or in part, refuse payment in whole or in part, or claim damages.

10. The client is obligated to inspect the delivered goods and/or packaging immediately upon receipt, both quantitatively and qualitatively. This also applies to the situation described in Article 5.8. Any shortages or damages must be reported to us as outlined in Article 12.

11. If work is also agreed upon outside our factory, the client must ensure the work can begin promptly by providing access to the work site for our personnel and materials. The client must provide power connections, adequate lighting, necessary tools (e.g., cranes and scaffolding), and ensure that no third-party work delays or obstructs our progress.

12. We are entitled to engage third parties (subcontractors) for delivery.

RENTAL.

Article 6.

1. Rental agreements are also governed by our General Terms and Conditions unless explicitly stated otherwise in this article.

2. The term “counterparty” in these General Terms and Conditions also includes the term “lessee.”

3. The term “lessor” in this article refers to Noyz Boyz Advanced Audio Services B.V. The term “lessee” refers to any (legal) person renting equipment from the lessor for a specific period. The lessee is subject to all applicable articles of the general provisions for the supply of goods and services.

4. The term “equipment” in this article refers to all (electrical) appliances related to audio, video, and lighting technology, as well as musical instruments and other goods made available for rental by the lessor, including all associated cables, packaging materials, etc.

5. The lessee will use the equipment solely for its intended purpose, handle it responsibly, and ensure proper and safe storage. The lessee shall always grant an authorized representative of the lessor access to premises or areas where the equipment is located for inspection.

6. In case of theft, loss, or damage to the equipment, the lessee must immediately report the incident to the lessor. If theft or vandalism occurs, the lessee must also file a police report in the location where the incident occurred and provide a copy of this report to the lessor.

7. The lessee is not permitted to sublet or lend the equipment to third parties.

8. Equipment is rented for a minimum of one day. The rental period begins when the equipment leaves the lessor’s warehouse and ends when the equipment is returned to the lessor’s warehouse unless agreed otherwise in writing.

9. Equipment is transported at the lessee’s expense and risk in the packaging provided by the lessor.

10. The lessee must verify that the equipment is in good condition upon receipt. The lessor assumes that the lessee is familiar with the operation of the equipment and that the ordered equipment meets the intended purpose.

11. The equipment must be picked up from and returned to the lessor’s warehouse by the lessee no later than the date the agreed rental period ends unless otherwise agreed in writing. Failure to return the equipment on time or returning it damaged constitutes a default by the lessee without any prior notice of default being required. The lessee is liable for compensation equal to the rental price for the number of days by which the agreed rental period is exceeded or the time required for repairs, plus 50%. This provision does not grant the lessee any right to extend the agreed rental period.

12. The lessee is deemed to be aware of and agrees to the rental rates applied by the lessor. Unless otherwise agreed, the rental price must be paid in cash before or at the start of the rental period. The lessor is entitled to demand a security deposit and may offset overdue rental payments, as well as repair and/or cleaning costs, against this deposit.

13. The lessor is not liable for direct or indirect damage resulting from the equipment not functioning as expected or for damage to goods and/or persons when using the equipment.

TESTING.

Article 7.

1. Testing of the goods to be delivered generally takes place at the factory following customary standard procedures appropriate to the nature of the goods. Testing of performed work is conducted at the location where the work was carried out.

2. The counterparty is only entitled to request special testing or testing at a different location if explicitly agreed upon.

REPAIRS AND MAINTENANCE.

Article 8.

1. The provisions in this article apply to repair and maintenance work unless arising from our warranty obligations.

2. We reserve the right to refuse repair and/or maintenance requests without providing reasons.

3. If the counterparty requests a cost estimate before repairs, we will provide this to the best of our ability. However, we are not obligated to carry out the repair for the estimated amount. Repairs will never be performed for a pre-agreed fixed price.

4. If actual costs significantly exceed the estimate or are deemed disproportionate to the value of the goods after the repair order is issued, we will consult the counterparty before proceeding. If consultation does not occur within a reasonable time (or within 14 days) for any reason, we reserve the right to continue the repair.

5. The counterparty is required to pay the actual repair costs either in cash or by direct bank transfer upon completion. Advance payments may be requested.

6. Repaired goods will be available for collection at our warehouse or factory. The counterparty must verify the quality of the repair upon collection. Warranty is limited to newly added components, excluding electronic parts.

7. If the counterparty fails to collect and pay for the repaired goods within 30 days, we reserve the right to sell the goods and remit the proceeds (minus repair costs) to the counterparty.

8. We can only provide indicative timelines for repairs. Delays do not exempt the counterparty from payment obligations or entitle them to compensation. 

9. Maintenance contracts may be concluded under detailed descriptions of maintenance work, mutual obligations, and any applicable warranty terms. These contracts typically involve recurring tasks at a fixed price, in which case we are bound to the agreed price.

10. We accept no liability for goods belonging to the counterparty that are in our possession unless there is intent, gross negligence, or fault on our part.

11. Replaced materials or goods will only be returned to the counterparty if explicitly agreed upon at the time of the repair or maintenance order.

TRANSPORT.

Article 9.

1. If the counterparty requests us to dispatch goods without further instructions, the method of transportation and packaging will be determined by us as a prudent merchant.

2. The transportation of goods is always at the risk of the counterparty, even if free delivery is agreed upon, and even when the carrier requires the clause that all transportation damages are at the sender’s risk on freight letters, shipping notes, etc.

LIABILITY.

Article 10.

1. Except as governed by general legal rules of public order and good faith, we are not obliged to compensate any damage of any nature, direct or indirect, including business damage, property damage, or personal injury, regardless of whether it concerns the counterparty or third parties.

2. By merely accepting the delivered or rented goods, the counterparty indemnifies us against all potential claims from the counterparty and/or third parties for compensation, regardless of whether the damage is caused by manufacturing and/or assembly defects or by other causes. Subject to other provisions in this article, we are not liable for damage caused by improper use of the delivered goods or by their use for a purpose other than that for which they are objectively suitable.

3. Our liability is also assessed based on our business insurance policies. Outside the scope of this coverage, our liability is at all times limited to the net invoice value of the delivered or rented goods and is only for direct damages (never for indirect damages) if it is demonstrated that we have failed to fulfill the agreement.

4. Compliance with applicable warranty or claims obligations and/or payment of established damages by us or our insurers shall constitute full compensation. Beyond this, the counterparty expressly and completely indemnifies us.

FORCE MAJEURE.

Article 11.

1. In the event of force majeure—meaning if the fulfillment of the agreement is impossible due to a non-attributable shortcoming on our part and/or on the part of third parties or suppliers involved in the performance of the agreement—we are entitled, without judicial intervention, to suspend the execution of the agreement or to consider the agreement wholly or partially dissolved, without being obliged to pay any compensation.

2. Force majeure includes any circumstance that makes it reasonably impossible for the counterparty to expect us to fulfill the agreement. It includes, but is not limited to, war, war risk, civil war, riots, floods, water damage, disturbances, fire, occupation, strikes, lockouts, excessive employee sickness, transportation difficulties, unforeseen technical complications, operational failures at our company or our suppliers, breaches by our suppliers, and government measures, including import and export prohibitions and quotas.

3. If delivery is delayed by force majeure for more than three (3) months, the parties may agree to dissolve the agreement, including compensation for costs incurred by us.

4. If we have already partially fulfilled our obligations under an agreement when force majeure occurs, we are entitled to invoice the performed services or delivered goods separately, and the counterparty is obligated to pay this invoice as if it were a separate transaction.

CLAIMS.

Article 12.

1. Notwithstanding the provisions elsewhere in these terms, claims must be submitted to us in writing within eight (8) days after the goods are delivered or work is performed.

2. If we deem a claim justified, we are only obligated to repair or replace the defective (parts of) goods or to improve the work free of charge, without the counterparty being entitled to any further compensation. Defective goods must be returned to us freight-free immediately.

3. Claims concerning invoices must be reported to us immediately if the invoice is delivered with the goods. If invoices are sent separately, claims must be submitted in writing within eight (8) days of the invoice date.

4. After the time limits specified in Articles 12.1 and 12.3 expire, the counterparty is deemed to have approved the delivered goods, the performed work, and the invoice. Claims will no longer be handled.

5. Filing a claim does not relieve the counterparty of their payment obligations to us as described elsewhere in these terms.

WARRANTY.

Article 13.

1. Unless explicitly agreed otherwise in writing, we guarantee the goods delivered and work performed by us for a period of twelve (12) months.

2. We guarantee that all goods delivered by us, considering their nature, meet normal requirements of usability, reliability, and durability, and that assembly and installation work is carried out according to proper craftsmanship and in compliance with applicable standards. For goods not manufactured by us, the scope of the warranty is determined by the warranty provided by our suppliers.

3. All our warranty obligations lapse if the goods are not used in accordance with their intended purpose, are used improperly, user instructions are not followed, unauthorized repairs are carried out, changes are made, or seals or labels are damaged or removed.

4. If it turns out that the counterparty has unjustly invoked the warranty, all research and additional costs incurred will be charged to the counterparty.

5. Full warranty provisions apply exclusively within the Netherlands. Warranty terms related to the replacement and/or repair of equipment or components outside the Netherlands are limited to the costs of replacement and/or repair to a maximum of the amount that these would have incurred if carried out within the Netherlands.

RETENTION OF TITLE.

Article 14.

1. Goods delivered by us remain our property until full payment of all amounts owed by the counterparty, regardless of their origin, including future claims, interest, and costs.

2. In the event of processing or transformation of goods delivered by us, we acquire joint ownership of the newly formed goods until full payment of all amounts owed by the counterparty, proportional to the value of the goods originally delivered by us.

3. In cases of non-payment of an overdue amount, suspension of payment, bankruptcy, guardianship, death, or liquidation of the counterparty’s business, we are entitled to reclaim the delivered but unpaid goods as our property without prior notice or judicial intervention. Any amounts paid will be credited, but this does not affect our right to claim compensation for lost profits and/or damages.

4. During the retention of title period, the counterparty assumes liability and risk for the goods from the moment they are made available. The goods may be used by the counterparty in the course of normal business but may not be pledged or used as security for third-party claims.

5. To ensure payment of all our claims, we also acquire a security ownership of all goods we have delivered and that are still in the possession of the counterparty.

INTELLECTUAL PROPERTY.

Article 15.

1. We are and remain the rightful owner of all intellectual property rights related to, arising from, associated with, and/or belonging to the services we provide under the Agreement, unless explicitly agreed otherwise in writing. The exercise of these rights is exclusively reserved to us, both during and after the termination of the Agreement.

2. All documents provided by us, such as advice, reports, designs, sketches, notes, manuals, software, (electronic) files, and other materials, are intended solely for the client’s use within the context of the Agreement. They may not be reproduced, published, shared with third parties, or modified without our prior written permission.

3. The client guarantees that the documents and files they provide do not infringe on any third-party intellectual property rights. Any resulting damages are at the client’s expense, and the client indemnifies us against claims from these third parties.

4. We reserve the right to use the knowledge gained during the execution of work for other purposes, provided no confidential information is disclosed to third parties.

5. The information and materials (including texts, photos, illustrations, and logos) provided on www.noyzboyz.nl are owned by or licensed to us. Copying, distributing, or using these materials is prohibited without our written permission unless legally permitted or otherwise specified for specific materials.

PAYMENT.

Article 16.

1. Payment must be made in cash upon delivery without any discount or setoff unless explicitly agreed otherwise in writing. If another payment method is agreed, payment must be made without discount or setoff by bank transfer to the account specified on the invoice, within the stated term, and no later than thirty (30) days after the invoice date. The value date indicated by the bank will be regarded as the payment date.

2. Each payment by the counterparty is primarily applied to the payment of accrued interest and collection costs, and subsequently to the oldest outstanding invoice.

3. If the counterparty:

- Is declared bankrupt, suspends payment, requests suspension of payment, or has property seized in part or in full;

- Passes away or is placed under guardianship;

- Fails to fulfill any statutory or contractual obligation;

- Fails to pay an invoice amount or a part thereof within the set term;

- Ceases or transfers their business (or a substantial part thereof), or changes the purpose of their business;

We have the right to consider the Agreement dissolved without judicial intervention, suspend further execution of the Agreement, or demand immediate full payment of all amounts owed by the counterparty, without prejudice to our right to compensation for costs, damages, and interest.

INTEREST AND COSTS.

Article 17.

1. If payment is not made within the agreed term, the counterparty is in default by operation of law and owes interest of at least 1.5% per (part of a) month on the outstanding amount, starting from the invoice date.

2. All judicial and extrajudicial collection costs are borne by the counterparty. Extrajudicial costs amount to at least 15% of the amount owed by the counterparty, including interest and costs, with a minimum of €75.

ADVICE AND DATA.

Article 18.

1. Our advice is given to the best of our knowledge. However, we accept no liability for (oral or written) advice provided.

2. Our advice does not exempt the customer or client from the obligation to independently investigate the suitability of the delivered goods for their intended purpose. The same applies to information regarding the composition of goods and possible applications.

APPLICABLE LAW.

Article 19.

1. All our offers, agreements, and their execution are governed exclusively by Dutch law.

2. The applicability of the Hague Conventions on the International Sale of Goods is explicitly excluded.

DISPUTES.

Article 20.

1. All disputes, including those that only one party considers to be such, arising from or related to the agreement to which these terms and conditions apply, or to the terms themselves and their interpretation or implementation, both factual and legal in nature, shall be settled by the competent Civil Court within our jurisdiction, provided that statutory provisions permit this.

2. The provision in Article 20.1 does not affect our right to submit a dispute to the court that would normally have jurisdiction or to resolve the dispute through arbitration or binding advice.

AMENDMENTS OR SUPPLEMENTS TO THESE TERMS.

Article 21.

1. We reserve the right to amend and/or supplement these terms at any time.

2. Amendments and/or supplements have no retroactive effect.

Amsterdam, January 1, 2025

Noyz Boyz Advanced Audio Services B.V.

Also trading under the name NoyzToyz Audio.

Duivendrechtsekade 67, 1096AH Amsterdam, The Netherlands

Tel.: +31 20 463 2992

Email: [email protected]

Website: http://www.noyzboyz.nl