Boom BV – General Terms and Conditions – version 300614 General

Article 1
In these general terms and conditions the term exhibition provider is taken to mean any party that performs services for and on the instruction of Boom BV, established in Oisterwijk at Sprendlingenstraat 37, registered with the Chamber of Commerce of ’s-Hertogenbosch under number 55617468. These general terms and conditions apply to the offer by the exhibition provider, its acceptance or otherwise by the customer, and the ensuing agreement. VAT no. NL851788373B01.

Offer, price changes

Article 2
1. Offers are valid for one month, unless the offer states otherwise. 2. The agreement is formed as soon as the exhibition provider has received the acceptance of the offer.
3. If the acceptance contains conditions or changes compared to the offer, the agreement will only be formed, in derogation of the provisions of the previous paragraph, as soon as the exhibition provider has informed the customer that it agrees to these deviations from the offer.
4. Offers are to be made in writing.
5. Deviations from these general terms and conditions only apply if they have been agreed in writing.

Article 3
The offer by the exhibition provider is part of a description in accordance with which the exhibition provider is obliged to carry out and complete the work.

Article 4
The exhibition provider is authorised, either to charge the customer a proportional price increase, or to cancel the agreement, in the event of war and/or in the event of an increase in, or the creation of, government levies, social security contributions, taxes and dues after the date on which the agreement is formed, as well as in the event of a currency-related change, increases in the prices of materials and other factors that increase prices, which are caused by external circumstances, even if this takes place pursuant to circumstances

which could have been foreseen when the order was confirmed.

Article 5
1. If no agreement is formed between the exhibition provider and the customer, the latter is obliged to pay the exhibition provider all the costs of photos, designs, models, drawings, etc. made in preparation of this agreement.
2. If an agreement is formed, the costs referred to in paragraph 1 will be included in the agreed price.
3. If no agreement is formed, but the customer wishes to make full or partial use of the design in its own work or work by third parties, the customer will owe the exhibition provider a remuneration to be reasonably determined by the exhibition provider.

Inspection

Article 6
1. The customer is obliged to inspect the work to be completed before the exhibition or event starts in order to assess its condition.

2. Complaints must be reported immediately to the exhibition provider during the inspection. The exhibition provider will deal with any issues as soon as possible, after which another inspection will take place with paragraph 1 applying mutatis mutandis. In the event that inspection does not take place on time, or if there are no complaints after a timely inspection, the exhibition provider will be regarded as having fulfilled its completion obligations.

Completion, ownership

Article 7
1. After completion, the customer is entitled to start using the work. The customer is obliged to deliver the work, insofar as it is not owned by the customer, to the exhibition provider in the state in which it was completed, as soon as possible after the end of the exhibition or the event, but by no later than 12 hours thereafter.
2. The exhibition provider is obliged to inspect the work to be delivered to assess its condition. The provisions of Article 6 apply mutatis mutandis.
3. The completed work will continue to be owned by the exhibition provider as well as the copyright to the design, the photos, designs, models, drawings etc. made during the preparations, such insofar as the offer does not stipulate otherwise.
4. If it transpires from the offer that ownership of the work is to be transferred to the customer, this transfer of ownership will take place upon and due to the completion, without prejudice to the provisions of paragraph 5.
5. In the event that ownership of the work is intended to be transferred to the customer, the exhibition provider will retain ownership until the point in time at which the entire amount payable on account of the agreement has been paid, in which case ownership will be transferred on the occasion of the last payment. As long as ownership of the work has not been transferred to the customer, the latter will not be authorised to pledge the work or parts thereof, nor to grant any other right thereto to third parties.

Risk

Article 8
1. After completion, the entire work will be fully for the customer’s account and risk until the moment at which the customer delivers it to the exhibition provider.
2. The customer is obliged to inform the exhibition provider as soon as possible about any loss, theft or damage relating to the exhibition provider’s goods used in the work and is obliged to compensate in full the damage to the goods, irrespective of the cause.
3. The compensation will amount to no more than the replacement value, without prejudice to the customer’s additional liability for damage occurring on the part of the exhibition provider due to the non-delivery of the work, or the late, or improper delivery of the work.

Article 9
1. The customer’s goods which are intended to be used during the design of the work or are intended, pursuant to the provisions of the specifications, to be used during the execution of the work must be made available by the customer to the exhibition provider at its premises or at the location of the work.
2. The customer is liable for all damage occurring on the part of the exhibition provider and resulting from the non-fulfilment, or late, or improper fulfilment of the commitment to make the goods referred to in paragraph 1 available to the exhibition provider, irrespective of the cause of the non-fulfilment, or late, or improper fulfilment.
3. The customer’s goods which, pursuant to the provisions of the specifications, are intended to be used during the execution of the work, as well as the customer’s goods which are intended to be exhibited in, against, on, or near the work, will be transported to the location of the work by the exhibition provider, if such has been agreed in writing. It will also be stipulated which party is responsible for paying the costs of this transport.

4. During the transport as referred to in paragraph 3, as well as during the loading and unloading and during the period of time spent in the exhibition space, the customer will bear the entire risk of those goods. The exhibition provider is not obliged to make any payment to the customer in the event of loss or theft of, or damage to, the goods, unless caused by intent or gross negligence on the part of the exhibition provider.

5. In the instances that the customer’s goods are transported by the exhibition provider at the same time as the exhibition provider’s goods, the customer will be liable for all damage caused to the goods, means of transport or people employed by the exhibition provider as a consequence of any defect, however defined, to the customer’s goods. The customer also indemnifies the exhibition provider against liability for compensating the damage occurring on the part of third parties as a consequence of such a defect.

6. The costs of packing and unpacking, assembly and disassembly of the goods referred to in paragraph 1 are for the customer’s account.

Article 10
The exhibition provider is not liable for damage to the customer and/or third parties, resulting either from the non-fulfilment, or the late, or improper fulfilment of the commitment to design or execute the work and make it available for use, or as a consequence of any defect to the work, however defined and whenever arisen, or as a consequence of any other cause relating to the agreement between the parties, unless caused by intent or gross negligence on the part of the exhibition provider.

Force majeure

Article 11
1. The completion deadline agreed between the parties is to be extended by the period during which the exhibition provider is prevented from fulfilling its obligations by force majeure.

2. Force majeure on the part of the exhibition provider exists if the exhibition provider is prevented, after the formation of the agreement, from fulfilling its obligations from the agreement or the preparation thereof as a consequence of risk of war, civil war, riot, civil unrest, fire, water damage, floods, strikes, sit-down strike, government measures, defects to machinery, power cuts and as a consequence of a failure in the fulfilment of its commitment by the organiser of the exhibition or the event, or by the operator of the designated location, all this in both the company of the exhibition provider and at third party businesses from which the exhibition provider wholly or partially has to obtain the necessary materials or raw materials, as well as in the event of storage or during transportation, whether arranged by the exhibition provider or otherwise, and also by causes which arise through no fault of, and beyond the control of, the exhibition provider.

3. If the completion is delayed by more than two months due to force majeure, both the customer and the exhibition provider are entitled to regard the agreement as terminated. In that case the exhibition provider it will only be entitled to reimbursement of the costs it has incurred. In that case the exhibition provider it will only be entitled to reimbursement of the costs it has incurred.

Payment

Article 12
1. The price agreed between the parties must be paid thirty days after the date of the invoice unless agreed otherwise in writing. This does not prejudice the authority of the exhibition provider to claim payment of an advance on that price during the execution or during use of the work by the customer. This advance must be paid within thirty days after the amount in question has been invoiced.
2. Payment of all that which is payable on account of these terms and conditions, other than due to paragraph 1, must take place within ten days after the amount in question has been invoiced.

3. If the payments referred to in paragraphs 1 and 2 have not taken place by the payment deadline, the customer will be legally in default and will owe the exhibition provider 1% interest per month on the outstanding portion of the invoice amount as from the payment due date, with part of the month being regarded as a whole month.

Dissolution

Article 13
1. The agreement is to be dissolved without legal intervention and without any notice of default being required, at the point in time at which the customer is declared bankrupt, applies for a suspension of payments, or loses the authority to dispose of its assets or parts thereof due to attachment, being placed under the tutelage or otherwise.
2. Dissolution will result in mutually existing claims becoming immediately due and payable. The customer is liable for the damage suffered by the exhibition provider consisting of, among other things, loss of profit and transport costs.

Collection costs, security

Article 14
All judicial and extrajudicial costs which are necessary for collection will be entirely for the customer’s account.

Article 15
As security for payment of all that which the customer owes to, or on behalf of, the exhibition provider, the latter has a right of retention in respect of all the customer’s goods which were used during the design or execution of the work, or which were exhibited in, against, on or beside the work.

Regulations on disputes

Article 16
1. All disputes between the parties will, to the exclusion of the ordinary judiciary, be settled by way of a binding advice pursuant to the Regulations of the Netherlands Arbitration Institute [Nederlands Arbitrage Instituut].
2. A dispute will be regarded as existing as soon as one of the parties declares such.
3. This arbitration clause does not exclude the authority of the parties to submit urgent matters to the president of the court giving judgement in preliminary relief proceedings and to proceed to take judicial matters and the means to maintain them.

Applicable law
All agreements concluded by the exhibition provider are subject to Dutch law.