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SI'BON Sign Terms and Conditions

Article 1: GENERAL PROVISIONS AND APPLICABILITY

  1. All quotes by, all orders to and all agreements with the contractor are subject to the following general terms and conditions (the SI'BON Sign Terms and Conditions 2021). They can be accessed at and downloaded from www.sibon.nl.
  2. Contractor means the SI'BON Network B.V. Approved Sign Company using the SI'BON Sign Terms 2020.
  3. Client means the natural or legal person who has given the contractor an order to perform work or supply items or data.
    With regard to the order, the client may not invoke the possible circumstance that he was acting on behalf of a third party, unless he has expressly informed the contractor of this and the contractor has accepted the order under this condition in writing (which in these general terms and conditions includes by e-mail). If the order is given by or on behalf of more than one client, all clients are jointly and severally bound to all obligations to the contractor.
  4. An order shall mean any request to perform work or to supply items or data, in any form whatsoever. An order shall also be deemed to have been given by sending or delivering data or items on the basis of which the work referred to in paragraph 5 of this article can be performed.
  5. Activities shall be understood to mean: the manufacture, delivery, installation, placement and (or) dismantling of signs, including advertising products, decorations, signage, constructions and (or) parts thereof, and in any case the activities arising from an order granted to a Recognised Sign Company, all this in the broadest sense of the word.
  6. The client may invoke clauses or conditions that deviate from these terms and conditions or its own terms and conditions only if the contractor has expressly accepted those deviating clauses or conditions in writing.
  7. The client with whom an agreement was previously concluded to which the SI'BON Sign Terms and Conditions 2020 (or an earlier version of the SI'BON Sign Terms and Conditions) were applicable shall be deemed to have agreed to the applicability of the latest version thereof to subsequent agreements concluded with the contractor.

Article 2: OFFERS

  1. All quotations, pre-calculations, offers and similar communications by the contractor are entirely without obligation and can only be accepted without deviation. An offer shall in any case be deemed rejected if it is not accepted within one month.
  2. Quotes by the contractor are based on information provided by the client. The client warrants that he has provided all relevant information to the best of his knowledge and ability.
  3. The documents forming part of the offer (such as designs, drawings, technical descriptions and the like) are as accurate as possible, but without obligation. They are and shall remain (intellectual) property of the contractor.

Article 3: CONFORMITY OF AGREEMENTS AND CHANGE IN GRANTED ASSIGNMENTS.

  1. Only at the moment when the contractor has confirmed orally or in writing that he accepts the granted order, the agreement is established and obligations of the parties arising from the agreement arise.
  2. The client bears the risk of the contractor's failure to receive its communications, or failure to receive them correctly, on time or in full.
  3. Should any ambiguity arise regarding the content of the order given and its acceptance, the work performed by the contractor shall be deemed to conform to the content and scope of the order.
  4. The client shall provide connection facilities in a timely manner for the purpose of the energy required for the work and its testing. The cost of the energy required shall be borne by the client.
  5. The contractor may perform and charge the client for more work than specified in the order or in the acceptance thereof, if such work is in the client's interest and (or) in the proper execution of the order. The contractor shall inform the client immediately after performing such additional work.
  6. The contractor shall cooperate within reasonable limits to changes in the order, if and insofar as the content of the performance to be delivered by him does not differ substantially from the originally agreed performance.

Article 4: TERMINATION AND CANCELLATION.

  1. The contractor shall at all times have the right, without notice of default or judicial intervention being required, to terminate the agreement, if: the principal is in a state of bankruptcy, applies for a suspension of payments, leaves due debts unpaid, goes into liquidation or transfers his permanent residence or place of business to a place outside the Netherlands or loses the power of disposition of (parts of) his assets through attachment, receivership or otherwise, and he has not provided the contractor with security, to the contractor's satisfaction and for what he owes and will owe in respect of the order.
  2. The client may cancel an agreement until the contractor has begun to perform the agreement, provided that he compensates the contractor for the damage resulting from this. Such damage shall include the contractor's lost profit, which shall also include the costs incurred by the contractor in preparation, including those of reserved production capacity, purchased materials, services called in and storage of materials.

Article 5: DATA AND SAFEGUARDS PROVIDER; RISK

  1. The client shall ensure that data and items which the contractor requires for the adequate performance of the order, in his judgment, are made available to the contractor in the desired form.
  2. The client must retain a copy, and if possible an original, of copies, drawings, designs, photographic recordings or other data carriers to be made available to the contractor.
  3. The contractor has the right to suspend the execution of the order until the client has fulfilled the obligation mentioned in paragraph 1.
  4. If the client fails to comply with the obligation referred to in paragraph 1, the contractor shall have the right, without notice of default or judicial intervention, to terminate or return the order.
  5. If and to the extent requested by the client, data and items made available will be returned to the client after completion of the assignment, subject to the provisions of Article 17.
  6. The contractor must ensure careful storage of items and (or) data originating from the client. Barring evidence to the contrary, the contractor shall be deemed to have fulfilled this obligation.
  7. The risk of damage to or loss of the items and (or) data stored with the contractor or third parties shall be expressly borne by the client, except in the event of intentional acts or gross negligence on the part of the contractor which the client proves.
  8. The client shall indemnify the contractor against all third-party claims related to the damage or loss of the items and (or) data referred to in the preceding paragraphs.

Article 6: LIABILITY

  1. For all direct and indirect damages of the client, in any way related to or caused by failure to execute the order, failure to execute it on time or in full in accordance with the agreement, the contractor's liability is excluded, unless it can be shown that such failure to execute the order, failure to execute it on time or in full in accordance with the agreement would not have occurred under the circumstances in question with normal professional knowledge and observance of normal attentiveness and with normal business operations. In such case, liability shall be limited to the amount paid out for the damage by the contractor's (liability) insurance.
  2. The contractor shall always be entitled, if and to the extent possible, to undo or mitigate the client's damages in its reasonable discretion.
  3. The client shall have processed his right to hold the contractor liable for the damage referred to in paragraph 1 in any case one year after its occurrence.
  4. Liability of the contractor for theft of, damage to and damage by motor vehicles and other property of the principal in the contractor's possession is excluded, except if and insofar as the contractor is insured for this, in which case liability shall be limited to the amount paid out by the contractor's (liability) insurance policy for the damage. The principal shall indemnify
    the contractor for all claims that are not eligible for reimbursement under the provisions of this article.
  5. The risk of delay, damage or loss of goods and (or) data during transport or shipment shall always be borne by the client, regardless of whether the transport or shipment is carried out by or on behalf of the client, the contractor or third parties, except in the event of intent or gross negligence on the part of the contractor. Transport and shipment shall include electronic transmission.
  6. If the client makes changes in, to or on items manufactured by the contractor or attaches those items to or on other items without consultation with the contractor, damage occurring thereafter (subject to proof to the contrary to be provided by the client) shall be deemed to have been caused by such change, and shall therefore also be at the client's expense and risk.
  7. If the client does not take possession of the items and (or) data to be delivered by the contractor within thirty days of the completion of the order and payment of the amount due in connection with that order, they shall be stored from that time onwards at the client's expense and risk.
  8. The client shall indemnify the contractor against all claims of third parties directly or indirectly related to the work or supplies resulting from the order.
  9. The client may not return the items and (or) data to the contractor unless the contractor has agreed to do so in writing.

Article 7: METHOD OF IMPLEMENTATION OF CONTRACT

  1. The contractor shall perform the work in a careful manner in accordance with the requirements of good workmanship. The contractor shall determine the manner in which the order given will be executed. If the client so requests, the contractor must inform him of the manner in which the execution will be shaped, unless this cannot reasonably be required of the contractor.
  2. If the order includes the installation or fixing of structures, advertising signs, light boxes and the like, the Client must ensure that any necessary permits have been granted (and all other legal or other requirements have been met) in good time before the date on which the work is scheduled to begin. The licensing situation is entirely at the Client's risk; the Contractor has no
    task or responsibility.
  3. The client guarantees that items to which or on which items included in the order are to be attached are suitable and (or) prepared for this purpose. The client has his own duty of investigation and care in this respect, and the contractor has no task or responsibility, nor his own duty of investigation. With regard to inherently fragile items such as, for example, windows, it applies that at or shortly after the commencement of the work commissioned
    damage occurring in connection with the work shall be deemed to have been caused by the unsuitability of those items for the order and not by the manner in which the order was executed. The client accepts that the result of the work and (or) deliveries may depend on the (ambient) temperature and (surface) of items to which the sign is to be applied.
  4. The client guarantees that there are no cables, pipes, conduits, stol or other obstacles in the soil in which stanchions are or must be anchored. The contractor has no duty or responsibility therein, nor does it have its own duty of investigation. For safety reasons, a distance of one and a half times the height of the scaffold must be maintained between a scaffold and the public road. The client guarantees that the situation on site allows for this. The Client guarantees that the site is (virtually) level, paved and that there are no obstacles, overgrowth or other matters that could interfere with the performance of the work. If the Contractor should find it necessary, he may - without needing the Client's permission - remove such items (or have them removed), and charge the Client for that work as an additional cost. If, at the Client's request, the Contractor carries out the order using and (or) processing resources, materials or semi-finished products provided by the Client, this shall be done entirely at the Client's risk. In particular, but expressly not limited to this, this concerns shelf life, adhesion, wear resistance, light and color fastness of the items produced and (or) processed by the contractor in such a manner.
  5. The client must point out to the contractor any special difficulties or health risks in the printing and (or) processing of materials or products supplied by him.
  6. The Contractor may, without notifying the Client, subcontract the assignment or parts thereof to or have them performed by third parties if it believes that doing so will not interfere with the effective or efficient performance of the assignment.
  7. If, in the execution of the order, the contractor has performed work for the client that does not fall within the scope of the work as described in or following from the acceptance of the order, the contractor's related notes on interim consultations with the client shall be presumed to have been performed on the client's behalf.
  8. If the contractor considers that the requirements of paragraph 3 are not met, he may suspend the execution of the order. This is at the risk of the client. No obligation of investigation on the part of the contractor can be derived from this paragraph.

Article 8: FORCE MAJEURE

  1. If the contractor is unable to fulfill his obligations under the agreement, or is unable to fulfill them on time or in full, as a result of a cause not attributable to him, including but not limited to war and threat of war, mobilization, civil war, terrorism, riots, acts of war, theft, fire, drastic temperature fluctuations, water damage, flooding, earthquake, epidemic, pandemic and other natural disasters, industry closure, forfeiture and other government measures (whether or not taken in connection with one of the events mentioned here), strikes, traffic congestion, defects in machinery, non-delivery of necessary materials, semi-finished products or data by third parties, disruptions in the supply of energy, reduced accessibility of data, all this both in the contractor's business and in the businesses of third parties engaged, these obligations shall be suspended until the contractor can reasonably be deemed capable of fulfilling them in the agreed manner.
  2. If, due to governmental regulations, safety considerations or any other circumstances, the contractor cannot reasonably be required to (continue to) perform the order, he shall be entitled to suspend the fulfillment of his obligations or to rescind the agreement in whole or in part.
  3. If circumstances as provided for in paragraph 1 or paragraph 2 occur, the client shall not have the right to rescind the agreement in whole or in part, nor shall an obligation arise for the contractor to compensate any damage in such cases.

Article 9: DESIGN, TESTS AND TRIALS

  1. The client must carefully and expeditiously check designs, tests, (trial) prints and (or) (trial) models made available to him for inspection by the contractor for errors and defects and forward his judgment to the contractor.
  2. Approval on the part of the Client shall be deemed to be recognition that the Contractor has carried out the work associated with the tests prior thereto in accordance with the order.
  3. If the client fails to comply with his obligation mentioned in paragraph 1, this shall constitute approval within the meaning of paragraph 2.
  4. Any design, test, (trial) print and (or) (trial) model produced at the client's request shall be charged in addition to the agreed price, unless it has been expressly agreed that the cost thereof is included in the price.

Article 10: COPYRIGHTS ETC.

  1. The client guarantees the contractor that the performance of the order does not infringe the copyrights, design rights, trademark rights or other (intellectual property) rights of third parties. The client indemnifies the contractor, both in and out of court, against all claims that third parties may enforce in this regard and against all costs associated with the defense thereof.
  2. All items and works created in the execution of the order shall be deemed to have been created in their entirety and exclusively according to the insights of the contractor. The contractor is therefore exclusively entitled to any copyright or other intellectual property right that arises on all items and works produced in the execution of the order, as well as on the final products referred to in the order.
    All intellectual property rights to methods of work, advice, etc. originating from or used by the contractor shall expressly belong (or continue to belong) to the contractor both during and after the execution of the order, all this irrespective of the client's share in the creation thereof or of third parties engaged in the execution of the order. The provisions of this paragraph also apply if the work or items in question are stated as separate items on the quotation, in the offer or on the invoice.
  3. The client only acquires a right of use, which is furthermore limited to the goods and (or) data included in the order. More specifically, the result of any work which has given rise to intellectual property rights may not be made available to third parties for processing or reproduction, nor may it be processed or reproduced by the client itself. The exercise of these rights - including publication or transfer of data - both during and after the execution of the order is expressly reserved exclusively to the contractor.
  4. If the provisions of paragraph 3 are violated, the client shall forfeit to the contractor an immediately payable fine of EUR 2,000 per violation and of EUR 250 per day(s) that the violation lasts, without a notice of default being required, and without prejudice to the contractor's right to compensation by the client for all damages resulting for the contractor therefrom.

Article 11: PRICES; DECLARATION AND COSTS.

  1. Quotations and proposals shall be free of charge, unless specific research is required for that purpose. In that case, the contractor shall provide in advance a statement of the expected scope of that work and what costs will be charged for it.
  2. The amount charged on account of compensation for work performed by the contractor shall, unless otherwise agreed in writing, be calculated in accordance with the contractor's usual rates. If the order includes design work, all work related to the preparation thereof will always be charged as well.
  3. Costs arising from or related to additions and changes to the assignment shall be borne by the client.
  4. The costs incurred by the contractor shall, in the case of costs as referred to in paragraph 3 and costs related to additional work with a reasonable surcharge for handling costs, be charged to the principal. These costs may include, but are not limited to, the prices of the materials to be processed, invoices from engaged third parties and transportation, shipping and insurance costs.
  5. More or less deliveries compared to the agreed number are permitted if they do not exceed or fall below ten percent. The number delivered shall be charged for.
  6. All fees are exclusive of any sales tax and other government imposed charges. These will be listed separately in the invoice and are the responsibility of the client.
  7. If after the conclusion of the agreement and before the agreed time of delivery, due to factors unknown at the time of the conclusion of the agreement, the prices of auxiliary materials, wages or whatever price-determining factors have changed, the contractor may adjust the agreed rates accordingly and without consultation with the client, but by no more than ten percent.
    If the percentage is higher, further consultation with the client is required first, at which time a possible revision of the assignment may be decided.
  8. If the contractor suspends or terminates the performance of the order, he shall be entitled at least to full payment for work performed and costs incurred up to the time of suspension or termination.

Article 12: HALFABRICATES, PRODUCTION MATERIALS, MATERIALS ETC.

  1. The contractor does not have to hand over to the customer tools, means of production, semi-finished products and other items that have arisen in the course of fulfilling the order, the delivery of which to the customer has not been expressly agreed.
  2. The items referred to in paragraph 1 shall remain the property of the contractor even if they are listed as a separate item on the quotation, offer or invoice.
  3. The contractor need not store the items referred to in paragraph 1, as well as residues, such as cutting waste, etc., of the material and products supplied by the client, unless the contractor and the client agree in writing and even then for a maximum of six months and without the contractor guaranteeing their suitability for (repeated) use.

Article 13: DELIVERY AND DELIVERY TIME.

  1. Unless otherwise agreed in writing, delivery shall be made at the Contractor's facility.
  2. A delivery or completion date specified by the contractor shall have only indicative significance, unless it is expressly stated in writing that it is a deadline. Even in the case of an agreed deadline, the contractor shall not be in default until the purchaser has given him written notice of default.
  3. The contractor's commitment to an agreed deadline shall lapse if and as soon as the client changes the order, unless the minor significance of the change or the short duration of the delay does not reasonably require the contractor to change the initial schedule of deployment of production capacity.
  4. The principal must cooperate loyally in promoting timely delivery. If the principal fails to fulfill this obligation or fails to do so in full, the contractor shall no longer be bound by previously agreed (delivery) deadlines. This also applies if the Client fails to fulfill (one or more of) his obligations referred to in Articles 9 and 17, as well as in the situations described in Articles 4, 8 and 18.

Article 14: INVESTIGATION BY DELIVERY; deviations

  1. Immediately after completion of the work or delivery of goods and (or) data, the client must thoroughly check whether the contractor's performance is sound and in accordance with the order.
  2. The performance of the contractor shall always be deemed between the parties to be sound and in accordance with the order if, after delivery, the purchaser has put the delivered goods or a part of the delivered goods to use, processed or treated them, delivered them to third parties, or has had them put to use or processed.
  3. This article also covers assignments that include the (dis)assembly or transportation of items.
  4. Deviations of minor significance - including color deviations and deviations in screen display - from the performance referred to in the order or from a design, test, (trial) print and (or) (trial) model do not alter the obligations incumbent on the parties and therefore do not constitute grounds for, for example, rejection, discount, dissolution of the agreement or compensation for damages.
  5. Deviations which, taking all circumstances into account, do not reasonably have any or a minor influence on the usability and (use) value of the delivered goods, shall always be deemed to be deviations of minor importance.

Article 15: RECLAMING

  1. The Client must notify the Contractor in writing of a claim relating to the work performed or goods delivered or delivered by the Contractor or the amount of the invoice within seven days from the date of delivery or the date of invoice, respectively. If a scaffold or aerial platform has been used in delivery or assembly, a claim must in principle be made before removal thereof.
  2. If the client could not reasonably have or should not have discovered a defect within the time period specified in paragraph 1, he must notify the contractor in writing of a claim within seven days after he could reasonably have done so, giving reasons, to the satisfaction of the contractor, why he could not reasonably have or should not have discovered the defect earlier.
  3. After the expiration of the periods mentioned in paragraphs 1 and 2, the right to complain shall expire.
  4. In the cases mentioned in paragraphs 2 and 3 of Article 14, the client never has any right of complaint.
  5. Claims do not suspend the client's obligation to pay.
  6. In the event of a justified complaint, the contractor may choose between (i) adjustment of the amount of his invoice and (ii) improvement or redoing of the rejected work, replacement or adjustment of (the defective or damaged part of) the items delivered, to which he may (as far as reasonably possible) attach the resolutive condition that these items will be delivered within one week of his notice
    have been returned to him.

Article 16: WARRANTY.

  1. The following are expressly excluded from any guarantee on goods or works supplied by Contractor: normal wear and tear (including gradual discolouration, discolouration and reduction of gloss), reduction of usage possibilities and decreasing compatibility as a result of technical progress or otherwise, any form of damage occurring during or after the Client's own application of (self-adhesive) materials, damage caused by
    inexpert or careless use, damage occurring after or as a result of changes made after delivery. The contractor guarantees the soundness of the construction of delivered goods for a maximum period of three months after delivery, but never beyond the guarantee provided to the contractor himself by his supplier.
  2. The warranty for items or works supplied by Contractor but manufactured by others shall include only the warranty granted to Contractor by such others.
  3. The costs of tools to be used for warranty work such as scaffolding and aerial platforms are not covered by the warranty and shall be borne by the client.

Article 17: PAYMENT

  1. The contractor shall determine the terms of payment. The contractor may require a full or partial deposit before beginning to perform the order, or require payment in installments.
  2. The contractor may choose to send invoices by e-mail or include them in a payment portal.
  3. The payment period of invoices is 14 days. The client may not offset or suspend or apply any other deductions.
  4. As payment, only the notification from the bank that an amount has been credited to the bank account indicated on the invoice shall be considered. If the principal has not paid in full within the applicable period, he shall be in default by operation of law, and all claims which the contractor has against the principal shall be immediately due and payable. The (business) client shall be liable, without summons or notice of default, from that moment on to the legal
    (commercial) interest on the entire amount due, all without prejudice to any further rights the contractor may have.
  5. If the client has not (been) on time with payment, the contractor may, relying on the uncertainty exception (Art. 6:263 BW), suspend the (further) performance of any order.
  6. All judicial and extrajudicial costs related to the collection of any claim of the contractor against the client shall be borne by the client. The extrajudicial costs are set at 15 percent of the amount due excluding VAT, with a minimum of EUR 250.
  7. Payments shall serve first to discharge accrued interest and collection costs and then to discharge the longest outstanding claim (invoice).
  8. The increases mentioned in paragraphs 4 and 6 shall only take the place of compensation for damages for delay. In addition to such compensation, compensation under the law shall be due.
  9. Compliance with the payment obligations applies to each of the principals jointly and severally or otherwise connected regardless of the name of the invoice.

Article 18: RIGHT OF RETENTION, RIGHT OF OWNERSHIP AND CANDIDENCE

  1. The contractor may retain goods of the client in his possession, as well as those goods composed or prepared by the contractor by order of the client, until the client has fulfilled all his obligations to the contractor.
  2. Full ownership of items delivered to the client by the contractor shall remain with the contractor until the client has fulfilled all his obligations to the contractor. Until such time, the client may not dispose of said items in any way whatsoever. Constructions affixed to or on (immovable) items are considered by the parties to be movable, not checked items, so that the retention of title continues to apply.
  3. By placing an order, the client, by placing an order, grants a lien on all items and data of the client brought into the power of the contractor in connection with the execution of the order by the client, all this by way of additional security for everything that the client, in whatever capacity and on whatever account, may owe to the contractor, including non-exigible and contingent debts.

Article 19: VARIA

  1. All quotations, offers, assignments and agreements and any disputes arising therefrom shall be governed exclusively by Dutch law. Quotations, offers, assignments and agreements are deemed to have been made or given, concluded and performed in the Netherlands.
  2. A dispute is present if one of the parties states that it is.
  3. Jurisdiction to hear disputes in the first instance shall lie exclusively with the court in the district where the contractor has its office, unless the subject of dispute falls within the jurisdiction of the district court.
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