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 expressly agreed with us in writing.
2. In these terms and conditions, "the counterparty" or "the lessee" refers to any (legal) person who has entered into or wishes to enter into an agreement with our company, as well as their representative(s), authorized person(s), successor(s), and heirs.
3. In these terms and conditions, "goods" refers to hardware and/or software and any other items that may be the subject of an agreement, in accordance with our business activities.
4. If the counterparty uses general terms and conditions, they are not binding for us, and we explicitly reject them in advance, and our general terms and conditions shall prevail.
5. By referring to these terms and conditions in our price lists, quotations, acceptance or confirmation letters, receipts, invoices, etc., as well as by placing an order (orally, by phone, email, fax, etc.) and/or accepting the delivered or rented goods, the counterparty is deemed to have tacitly agreed to these terms and conditions.
6. If any provision of these General Terms and Conditions is deemed inapplicable or invalid, the remaining provisions will remain in full force. In addition, the invalidated provisions will be replaced by a reasonable alternative.
7. If there is any ambiguity about the interpretation of one or more provisions of these General Terms and Conditions, the interpretation must be in accordance with the 'spirit' of these provisions.
8. If a situation arises between the parties that is not regulated by these General Terms and Conditions, it should be assessed according to the 'spirit' of these provisions.

OFFERS.

Article 2.

1. All offers are non-binding, unless agreed otherwise in writing. The aforementioned non-binding offer should be considered an invitation to make an offer.
   Unless explicitly stated otherwise, our offers do not include assembly or installation.
   Unless otherwise indicated, 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 to the extent expressly confirmed. Details are not required to be provided. We cannot be held liable for printing, typesetting, or other errors in these drawings or data.
3. Our offers assume that all goods are delivered in the usual form and that all work can be carried out in the normal manner. Special requirements and circumstances must be provided to us in writing in advance, in sufficient detail. We will then explicitly state in the offer whether and to what extent these requirements or circumstances have been taken into account.
4. Offers, as well as drawings, designs, diagrams, models, computer programs, and calculations created by us (or on our behalf) are our property and may not be shared with or shown to third parties without our permission.
5. We reserve the right to refuse orders and/or assignments without providing reasons.
6. If acceptance deviates from the offer included in the quotation, we are not bound by it. The Agreement will not be concluded according to the deviating acceptance, unless we agree to it in writing.

AGREEMENT.

Article 3.

1. An agreement with us is only concluded once we have accepted or confirmed an order in writing. The acceptance or confirmation is deemed to accurately and fully reflect the agreement.
2. Subsequent agreements or changes made later, as well as agreements and/or promises made by our staff, will only bind us if confirmed in writing.
3. For deliveries and/or work for which no quotation or order confirmation is sent due to their nature and scope, the invoice will also serve as the order confirmation, which is deemed to accurately and fully reflect the agreement.
4. Every agreement is entered into under the condition that the counterparty - at our sole discretion - proves to be sufficiently creditworthy for the monetary fulfillment of the agreement.
5. We are entitled, upon or after concluding the agreement, to demand security from the counterparty before performing (further), ensuring that both payment and other obligations will be met.
6. We are entitled, upon or after concluding the agreement, to demand an advance payment of any amount from the counterparty before performing (further).
7. We have the right to suspend or terminate our obligations if:
• The client fails to meet the obligations of the Agreement in whole or in part.
• After concluding the Agreement, circumstances become known that provide good reason to fear that the client will not fulfill the obligations. In the event of reasonable grounds for concern that the client will only partially or improperly fulfill their obligations, suspension is only permitted to the extent justified by the shortcoming.
• When requested to provide security for compliance with the agreement and the client fails to provide sufficient security.
8. We are also entitled to terminate the Agreement if circumstances arise that make the fulfillment of the Agreement impossible or cannot reasonably be expected to continue.
9. If the Agreement is terminated, our claims against the Client become immediately due. If the Client suspends the fulfillment of obligations, they retain their claims under law and the agreement.

PRICES.

Article 4.

1. All price quotations are subject to price changes, unless agreed otherwise in writing. 
2. Unless otherwise stated, our prices are:
• - based on the purchase prices, wages, labor costs, social and government charges, freight, insurance premiums, and other costs prevailing at the time of the offer or order date;
• - based on delivery "ex our company";
• - exclusive of VAT, import duties, other taxes, levies, and fees;
• - exclusive of packaging, loading and unloading, transport, and transport insurance costs;
• - quoted in Dutch currency; any exchange rate changes will be passed on.
3. If the cost price factors mentioned in the previous paragraph increase during the period between the offer date and the delivery or actual provision of the rented goods, the order price or rental price will be increased accordingly, in compliance with any legal regulations.
4. If additional work has also been agreed upon, we are entitled to charge any costs related to demonstrable extra or heavier work than anticipated, or due to work being done at unusual hours or delays outside our control, in addition to the agreed price. We are also entitled to index the labor component, and to charge the thus calculated higher labor costs.

DELIVERY TIME AND DELIVERY.

Article 5.

1. Delivery time refers to the period agreed in the contract within which the goods must be made available to the counterparty, or if work has been agreed upon, the period within which the work must be completed.
2. Delivery times are always approximate, unless expressly agreed otherwise in writing.
3. An agreed delivery time only begins once all necessary information is in our possession and payment, if required upon ordering, has been made.
4. We are obligated to adhere to the stated delivery time as much as possible but are not liable for reasonable exceedance.
5. Exceeding the specified delivery time does not entitle the counterparty to any compensation and does not grant the counterparty the right to cancel the contract or refuse acceptance.
6. Unless otherwise agreed, delivery is "ex our company/warehouse".
7. Partial deliveries are always permitted.
   Such partial deliveries may be invoiced separately.
   The counterparty is then obligated to pay in accordance with the provisions of Article 15 of these terms.
8. If the goods are not accepted by the counterparty after the delivery time has expired, they will be stored at the counterparty's disposal, at their expense and risk. In case of prolonged storage due to the failure to accept the goods on the agreed date, storage costs will be charged by us.
9. Slight deviations in the delivered or rented goods in size, color, capacity, shape, and packaging are never grounds for the counterparty to cancel the order in whole or in part, to refuse full or partial payment, or to claim compensation.
10. The counterparty is obligated to inspect the delivered goods or packaging immediately upon receipt, both quantitatively and qualitatively. This also applies to the situation mentioned in paragraph 8 of this article. Any shortages or damages must be reported to us in accordance with Article 12 of these terms.
11. If work outside our factory is also agreed upon, the counterparty must ensure that the work can commence promptly, including making the worksite accessible to our staff and delivered materials. Furthermore, the counterparty is required to provide the necessary power connections and adequate work lighting, and if necessary, to provide auxiliary equipment such as hoisting equipment and scaffolding and to ensure that no third-party work hinders or delays the progress of our work.
12. We are authorized to engage third parties (subcontractors) to carry out the delivery.

RENTAL.

Article 6.

1. Rental agreements are also governed by our General Terms and Conditions, unless this article expressly states otherwise.
2. In these General Terms and Conditions, "the counterparty" is also understood to mean "the lessee".
3. In this article, "the lessor" means: Noyz Boyz Advanced Audio Services B.V.
4. In this article, "the lessee" means: a (legal) person who rents equipment from the lessor for a specified period. "The Lessee" is, in the same way as the "counterparty" mentioned in the other articles, subject to all applicable provisions of the general terms for the supply of goods and services.
5. In this article, "equipment" means: All (electrical) devices in the field of audio, video, and lighting technology, as well as musical instruments and any other goods that the lessor makes available for rent, including all associated cables, packaging materials, etc.
6. The lessee will only use the equipment for the purpose for which the equipment was manufactured.
   The lessee will treat the equipment as a good caretaker and will ensure proper and safe storage.
   The lessee will always grant access to buildings or premises where the equipment is located to a person authorized by the lessor, to inspect the condition of the equipment.
7. In case of theft, loss, or damage to the equipment, the lessee must immediately report this to the lessor.
   In case of theft or vandalism, the lessee must also immediately report this to the police in the place where the theft or vandalism occurred and provide a copy of this report to the lessor.
8. The lessee will not copy, show, or disclose to third parties any data related to designs and/or construction methods used or created by the lessor.
9. The lessee will not rent or lend the equipment to third parties.
10. The equipment is rented for a minimum period of 1 day. The rental period begins on the day the equipment leaves the lessor's warehouse and ends on the day the equipment is returned to the lessor's warehouse, unless otherwise agreed in writing.
11. The equipment is transported at the expense and risk of the lessee in packaging provided by the lessor.
12. The lessee must ensure that the equipment is delivered to them in good condition. The lessor assumes that the lessee is familiar with the operation of the equipment and that the equipment ordered by the lessee meets the purpose for which it is rented.
13. The equipment must be collected from and returned to the lessor's warehouse no later than the date on which the agreed rental period ends unless otherwise agreed in writing. The lessee is in default, without any reminder or notice of default being required, if the equipment is not returned on that date for any reason, or in case of damage to the equipment. The lessee is then liable for compensation equal to the rental price for the number of days the agreed rental period is exceeded, or the number of days required for repairing the damage, increased by 50%. The lessee cannot derive any right to extend the agreed rental period from this provision.
14. The lessee is deemed to be aware of and in agreement with the rental rates used by the lessor. Unless otherwise agreed, the lessee must pay the rental price in cash before or at the start of the rental period. The lessor is entitled to require a deposit from the lessee and reserves the right to offset overdue rental payments with the deposit, as well as repair and/or cleaning costs for the rented equipment.
15. The lessor is never liable for direct or indirect damage resulting from the equipment not functioning as expected or from damage to goods and/or persons while using the equipment.

TESTING.

Article 7.

1. Testing of the goods to be delivered generally takes place at the factory following standard procedures, taking into account the nature of the goods.
2. Testing of the work performed takes place at the location where it was carried out. The counterparty is only entitled to demand special tests or tests elsewhere if this has been expressly agreed.

REPAIRS AND MAINTENANCE.

Article 8.

1. The provisions of paragraphs 1 through 11 of this article apply to repair and maintenance work, except when resulting from our warranty conditions.
2. We are free to refuse requests for repair and/or maintenance without providing reasons.
3. If the counterparty requests an estimate of the repair costs beforehand, we will provide this to the best of our ability, but without any obligation on our part to perform the repair for the estimated amount. We will never carry out a repair at a previously agreed fixed price.
4. If, after the repair order has been issued, the actual costs threaten to exceed the estimated costs excessively or when the expected costs are disproportionate to the value of the goods, we will consult with the counterparty before proceeding with the repair. If this consultation cannot take place within a reasonable period, or within 14 days at the latest, for whatever reason, we will still carry out the repair.
5. The counterparty is obligated to pay the actual costs of the repair work in cash or directly by bank transfer to us. The payment obligation arises at the time when the goods, after repair, are available to the counterparty. We are entitled to demand partial or full advance payment of the estimated repair costs.
6. Repaired goods will be available to the counterparty at our warehouse or factory, where the counterparty must verify that the repair has been properly carried out, to the extent possible. No further warranty conditions apply to repairs, except for the usual warranty on new parts added, provided they are not electronic components.
7. If the counterparty fails to collect and pay for the repaired goods within 30 days after the repair is completed, we are free to sell the goods and transfer the proceeds, after deducting repair costs, to the counterparty.
8. We can only estimate the time required for a repair. Therefore, the counterparty has no right to refuse payment or claim damages for exceeding the repair period.
9. Maintenance contracts can be concluded with a detailed description of the maintenance work, mutual obligations, and any warranty conditions. This often involves recurring work at a fixed price, in which case we are bound by the price agreement.
10. We accept no liability for the counterparty's goods under our care, except in cases of intent, gross negligence, or fault.
11. Replaced materials or goods will only be made available to the counterparty if expressly agreed upon at the time of the repair or maintenance order.

TRANSPORTATION.

Article 9.

1. If the counterparty requests us, without further instructions, to ship the goods, we will determine the method of shipment and packaging as a prudent father/merchant would.
2. The transportation of goods is always at the risk of the counterparty, even if delivery has been agreed upon as "free of charge", and even if the carrier requires that the clause that all transport damage is at the sender's expense and risk is included on shipping documents.

LIABILITY.

Article 10.

1. Except for the general legal rules of public order and good faith, we are not liable for any compensation for damages, of any kind, directly or indirectly, including business damage, damage to movable or immovable property, or to persons, both for the counterparty and for third parties.
2. By merely accepting the delivered or rented goods by or on behalf of the counterparty, we are indemnified against any claims from the counterparty and/or third parties for compensation, regardless of whether the damage arose from manufacturing and/or assembly defects or other causes. Without prejudice to the provisions elsewhere in this article, we are not liable for damage caused by improper use of the delivered goods or their use for purposes other than those for which they are objectively suitable.
3. Our liability is also assessed based on our business insurance policies. Except for coverage provided by these policies, our liability is always limited to the net invoice value of the delivered or rented goods and then only for direct damage (never for indirect damage), if it is proven that we have failed to perform our obligations under the agreement.
4. Compliance with the applicable warranty/complaint obligations and/or payment of the established damage by us or our insurer(s) is considered the sole and complete compensation. For the rest, the counterparty expressly and fully indemnifies us.

FORCE MAJEURE.

Article 11.

1. In the event of force majeure—meaning that performance of the Agreement is impossible and this is due to a non-attributable shortcoming on our part and/or on the part of third parties or suppliers engaged for the performance of the agreement—we have the right to suspend the performance of the agreement without judicial intervention, or to consider the agreement dissolved in whole or in part, without being obliged to pay any compensation as a result.
2. Force majeure refers to any circumstance that reasonably prevents the counterparty from expecting the agreement's fulfillment by us.
   Force majeure includes, but is not limited to: war, threat of war, civil war, riots, floods, water damage, acts of war, fire, occupation of the company, strikes, lockouts, excessive absenteeism due to illness, transportation difficulties, unforeseen technical complications, operational disruptions at our premises or our suppliers', breaches by our suppliers, and government measures, including import and export bans and quotas.
3. If delivery is delayed for more than three (3) months due to force majeure, the parties may agree to dissolve the agreement, which in any case will include reimbursement of costs incurred by us.
4. If we have already partially fulfilled our obligations under the agreement when force majeure occurs, we are entitled to invoice the services already provided separately, and the counterparty is required to pay this invoice as if it were a separate transaction.

COMPLAINTS.

Article 12.

1. Without prejudice to the provisions elsewhere in these terms and conditions, complaints must be submitted to us in writing within eight (8) days of the delivery of goods or the completion of work.
2. If the complaint is found to be valid, we are only obliged to repair or replace the defective parts of the goods at no cost or to improve the work, without the counterparty being entitled to any further compensation. Defective goods must be returned to us immediately, freight prepaid.
3. Complaints about invoices must be submitted to us immediately if the invoices are handed over to the counterparty along with the goods.
   If the invoices are sent, complaints about the invoices must be submitted in writing to us within eight (8) days of the invoice date.
4. After the deadlines specified in paragraphs 1 and 3 of this article have passed, the counterparty is deemed to have approved the delivered goods, the work performed, or the invoice.
   Complaints will no longer be considered after that.
5. Submitting a complaint never releases the counterparty from their payment obligations to us as outlined elsewhere in these terms and conditions.

WARRANTY.

Article 13.

1. Unless explicitly agreed otherwise in writing, we guarantee the goods delivered and the work performed by us for a period of 12 months.
2. We guarantee that all goods delivered by us, considering their nature, meet normal standards of usability, reliability, and durability, and that the assembly and installation work is carried out according to the standards of proper craftsmanship and in accordance with the applicable regulations.
   Regarding goods not manufactured by or for us, the extent of the warranty is determined by the warranty provided by our suppliers.
3. All our warranty obligations lapse if the goods are not used according to their intended purpose or are misused, if usage instructions are not followed, if unprofessional repairs are performed, if alterations are made, or if numbers or seals are tampered with or removed.
4. If it turns out that the counterparty has wrongly claimed the warranty, all investigation and additional costs will be borne by the counterparty.
5. Full warranty conditions apply only within the Netherlands. Warranty provisions related to the replacement and/or repair of equipment or parts outside the Netherlands apply to the cost of replacement and/or repair, up to the amount that such replacement or repair would have cost if carried out in the Netherlands.

RESERVATION OF TITLE.

Article 14.

1. All goods delivered by us remain our property until full payment has been made of all that the counterparty owes us, including future claims, interest, and costs.
2. If the counterparty processes or transforms goods delivered by us, we acquire co-ownership of the newly created goods for the value of the originally delivered goods, until full payment of what the counterparty owes us.
3. In cases of non-payment of a due amount, suspension of payment, application for a moratorium, bankruptcy, guardianship, death, or liquidation of the counterparty's business, we have the right to reclaim the goods delivered, but not fully paid for, as our property without formal notice or judicial intervention. Any payments made will be credited, but without prejudice to our right to claim compensation for lost profit and/or suffered loss or damage. In these cases, all our claims against the counterparty are immediately due and payable.
4. During the validity of this retention of title, the counterparty bears the liability and risk for the goods from the moment they are made available to them. The goods may be used by the counterparty in the course of their normal business operations but may not be pledged or serve as security for any third-party claim.
5. To ensure proper payment of all our claims, we also retain ownership of all goods we have delivered to the counterparty and that are still in their possession.

PAYMENT.

Article 15.

1. Payment must be made net in cash upon delivery, without any discount or setoff.
   If we have explicitly and in writing agreed with the counterparty on a payment method other than cash, payment must be made net without any discount or setoff by transfer or deposit into a bank account specified on the invoice, within the term set by us, but no later than 30 days after the invoice date. The value date indicated by the bank is decisive and is regarded as the payment date.
2. Any payment by the counterparty will primarily be used to settle interest owed, as well as the collection costs incurred by us, and will then be applied to the oldest outstanding claim.
3. In the following cases, we have the right, without judicial intervention, to either consider the agreement as dissolved, suspend the execution of the agreement, or demand immediate payment of any amount owed by the counterparty for goods we have delivered, without any warning or notice of default being required:
   • the counterparty is declared bankrupt, transfers assets, applies for a moratorium, or has its assets seized in whole or in part;
   • the counterparty dies or is placed under guardianship;
   • the counterparty fails to fulfill any obligation imposed by law or these terms;
   • the counterparty fails to pay an invoice or part thereof within the stipulated term;
   • the counterparty ceases or transfers its business, or a significant part thereof, or changes its business objectives.

INTEREST AND COSTS.

Article 16.

1. If payment is not made within the stipulated term, the counterparty is in default by operation of law and owes interest of at least 1.5% per (part of a) month from the invoice date on the outstanding amount.
2. All legal and extrajudicial costs are borne by the counterparty. Extrajudicial costs amount to at least 15% of the amount owed by the counterparty, including the aforementioned interest and costs, with a minimum of €75.

ADVICE AND DATA.

Article 17.

1. Our advice is given to the best of our knowledge. However, we accept no liability for advice given (either orally or in writing).
2. Our advice never exempts the buyer or client from their obligation to conduct their own investigation into the suitability of the goods to be supplied for their intended purpose. The same applies to data on the composition of goods and their possible applications.

CONFIDENTIALITY.

Article 18.

1. Both parties are obligated to maintain the confidentiality of all confidential information they have obtained from each other or from other sources in the context of their Agreement. Information is considered confidential if the other party has indicated this or if it results from the nature of the information.

INTELLECTUAL PROPERTY.

Article 19.

1. We are and remain the holders of all intellectual property rights associated with, arising from, related to, and/or belonging to the services we deliver under the Agreement unless otherwise agreed in writing.
2. The exercise of these rights and any work already performed is exclusively reserved for us, both during and after the Agreement.
3. All documents provided by us, such as advice, reports, designs, sketches, notes, manuals, software, (electronic) files, etc., are intended solely for use by the Client within the context of the Agreement and may not be reproduced, published, shared with third parties, copied, or modified without our prior written permission.
4. The Client guarantees that the documents and files provided by them do not infringe any third-party copyright or other intellectual property rights. Any damage resulting from such infringements will be borne by the Client, and the Client indemnifies the Supplier against claims from these third parties.
5. We reserve the right to use the knowledge gained from performing the work for other purposes, provided no confidential information is disclosed to third parties.
6. The information and materials (such as texts, photos, illustrations, graphics, and logos) on www.noyzboyz.nl are owned or licensed by us. Copying, distributing, or any other use of these materials is not permitted without our written permission, except as provided for in mandatory legal provisions (such as citation rights), unless specifically stated otherwise for certain materials.

APPLICABLE LAW.

Article 20.

1. All our offers, agreements, and their execution are exclusively governed by Dutch law.
2. The applicability of the Hague Conventions on the international sale of goods is expressly excluded.

DISPUTES.

Article 21.

1. All disputes, including those considered as such by only one of the parties, arising from or related to the agreement to which these terms apply or the terms themselves, and their interpretation or execution, both factually and legally, will be settled by the Civil Court within our jurisdiction, insofar as permitted by statutory provisions.
2. The provision in paragraph 1 of this article does not affect our right to submit a dispute to the court competent under normal jurisdiction rules or to have it settled through arbitration or binding advice.

AMENDMENTS OR ADDITIONS TO THESE TERMS.

Article 22.

1. We reserve the right to amend and/or supplement these terms at any time.
2. Amendments and/or supplements do not have retroactive effect.

AMSTERDAM d.d. 23 January 2020

Noyz Boyz Advanced Audio Services B.V.

also operating as NoyzToyz Audio.

Duivendrechtsekade 67

1096AH Amsterdam

The Netherlands

Tel.: 020 - 4632992

E-mail: [email protected]
Website: https://www.noyzboyz.nl