General conditions

American Vintage Unlimited, June 2023 (NL)

Article 1. Terms.

In these general terms and conditions, the following definitions shall apply:

1. Service means the service(s) provided by American Vintage Unlimited to the Other Party, including but not limited to the provision of, maintenance of and consulting on Products, consulting in the entertainment industry.
2. American Vintage Unlimited: registered office at Haansbergseweg 16, 5121 LJ Rijen (Nl).
3. Agreement: any agreement concluded between American Vintage Unlimited and the Other Party and any amendment or addition thereto, as well as any offer to enter into such an agreement in the form of a quotation.
4. Product: the item to which the Contract (to buy, sell, deliver, perform maintenance or otherwise) relates.
5. Other Party: Any other party to the Agreement of American Vintage Unlimited, being a natural person whether or not acting in the exercise of a profession or business or a legal entity, as well as another to whom American Vintage Unlimited has made an offer to enter into an Agreement as referred to above.

Article 2. Applicability of these general conditions and amendments

1. These general terms and conditions apply to Agreements and the Products or Services delivered or to be delivered by American Vintage Unlimited.
2. These general conditions also apply in favor of the staff of American Vintage Unlimited as well as in favor of third parties by whom American Vintage Unlimited has the Agreement executed in whole or in part.
3. The Other Party also unconditionally accepts the applicability of these general terms and conditions for all future agreements and offers for a (new) contract.
4. Deviation from these general terms and conditions is only possible if American Vintage Unlimited expressly states or acknowledges it in writing.
5. Other general terms and conditions, such as purchasing conditions of the Other Party, insofar as they are not in accordance with these general terms and conditions, shall only be applicable if the parties have expressly agreed so by separate writing.
6. American Vintage Unlimited is entitled to unilaterally amend these general terms and conditions. American Vintage Unlimited will inform the Other Party of the amendments. If the changes result in the performance to be provided deviating substantially from the agreed performance, the Other Party shall be entitled to terminate the Contract for a period of fourteen (14) days after the notification that the terms and conditions have been changed. In this case, the Other Party shall be liable to reimburseAmerican Vintage Unlimited for time spent.

Article 3. Offers, commitments.

1. All quotations, offers and other statements by American Vintage Unlimited shall be without obligation, revocable and valid for the period specified therein. If no term is indicated, then the quotation or offer is valid for thirty (30) days from the date the quotation or offer is issued.
2. American Vintage Unlimited has the right to revoke the offer or quotation, regardless of whether it has already been accepted by the Other Party. If the Other Party has already accepted the offer or the quotation, the revocation by American Vintage Unlimited must have taken place within two (2) working days after being notified by American Vintage Unlimited in order to be effective.
3. American Vintage Unlimited has the right to point out obvious mistakes and/or errors in an offer or statement unilaterally. Such mistakes and/or errors shall not bind American Vintage Unlimited.
4. American Vintage Unlimited strives to ensure that the information about the Products, such as figures, sizes, weights, colors, technical data, in brochures, quotations and the Agreement is as truthful as possible. However, the Other Party must reasonably take into account that the Products may vary slightly. American Vintage Unlimited is entitled to deliver a maximum of 10% more or less than the agreed quantity.

Article 4. Formation of Agreement.

1. If and to the extent that American Vintage Unlimited has set a deadline for acceptance in an offer, an agreement comes into effect through full, written and unconditional acceptance of that offer by the Other Party. In all other cases, an agreement is only concluded by written order confirmation on the part of American Vintage Unlimited or after the amount of the down payment as referred to in article 5 paragraph 4 has been paid to American Vintage Unlimited.

Article 5. Prices and payments

1. All prices quoted or agreed upon are exclusive of VAT, exclusive of packaging costs and exclusive of import and export duties and other levies of Dutch or foreign governments.
2. Increase in import duties and taxes, changes in exchange rate of foreign currency may cause price changes.
3. All quoted or agreed prices are in euros, unless expressly stated otherwise. If prices are quoted in foreign currencies and the equivalent value in euros is indicated, these values will only be an approximation and American Vintage Unlimited reserves the right to still adjust the price if circumstances as referred to in paragraph 2, give cause to do so.
4. After the conclusion of the Agreement, in the case of an Agreement relating to a Product, the Other Party is obliged to pay a down payment equal to thirty percent (30%) of the agreed price to American Vintage Unlimited. American Vintage Unlimited will send a (partial) invoice for that purpose. American Vintage Unlimited is only obliged to carry out further work to implement the Agreement after it has received the amount of this down payment.
5. The Other Party must ensure that the remaining amount due, without any discount or setoff, is credited to American Vintage Unlimited's bank account number indicated on the invoice no later than the invoice due date.
6. American Vintage Unlimited retains ownership of all Products it has delivered until the Other Party has fulfilled all of his or her payment obligations under the Agreement(s) in full, including claims relating to failure to perform an Agreement. American Vintage Unlimited also retains ownership if the Products delivered such as tickets and candy have since been processed.
7. If the Other Party fails to pay or fails to pay on time, he or she will be deemed to be in default by operation of law without any summons or notice of default being required. From that moment the Other Party shall owe contractual interest equal to the amount of the statutory commercial interest as referred to in article 6:119a of the Dutch Civil Code, as well as the judicial and extrajudicial costs incurred by or on behalf of American Vintage Unlimited to obtain payment as yet.
8. The extrajudicial collection costs shall be deemed to be at least fifteen percent (15%) of the amount still due, with a minimum of five hundred euros (€500).
9. If several parties have jointly entered into one Agreement with American Vintage Unlimited or if an offer to enter into an Agreement has been made by American Vintage Unlimited to several parties acting jointly as one Other Party, all such parties shall be jointly and severally liable to American Vintage Unlimited for payment of the amount due to American Vintage Unlimited under the Agreement.
10. The Other Party is not entitled to suspend or set off payments of American Vintage Unlimited 's invoices against any claims the Other Party may have against American Vintage Unlimited, unless the parties have expressly agreed otherwise.
11. American Vintage Unlimited is entitled to require additional security from the Other Party, or to require prior payment or (full) payment immediately at the time of delivery.

Article 6. Complaints and warranty

1. Complaints about the Products or Services are only valid if they are submitted in writing to American Vintage Unlimited within eight (8) days after delivery of the Product or Service in question with an explanation of the complaint. If the Other Party submits a complaint too late and/or without an explanation, American Vintage Unlimited has the right to disregard the complaint. If the complaint concerns a defect that can only become apparent upon use of the Product, the complaint can still be asserted within eight (8) days after the Other Party has become aware of this defect until no later than two (2) months after the expiry of the invoice date.
2. Complaints can only become valid if the Products are entirely in the original condition in which they were delivered. Products to which the Other Party has made modifications without the consent of American Vintage Unlimited are outside the warranty of American Vintage Unlimited.
3. The Counterparty may not rely on a complaint if it does not promptly enable American Vintage Unlimited, upon request, to investigate whether the complaint is justified.
4. American Vintage Unlimited guarantees the soundness of the Products it has delivered for a period of twelve (12) months, counting from the delivery of the Product in the case of new products, and for a period of ninety (90) days, counting from the installation of the Product in the case of used/temporary products, provided that the complaint in this regard is communicated to American Vintage Unlimited in a timely manner in writing and provided that all instructions of American Vintage Unlimited with regard to the use of the goods have been followed correctly and completely.
5. The warranty covers only defects in material or workmanship.
6. Defects in the Products caused by improper or careless use, by use for any purpose other than that for which the Product is intended, as well as defects caused by normal wear and tear, are not covered by the warranty. The following cases are examples of this and are therefore in any case not covered by the warranty: vandalism; water damage; fire damage; improper connection of the Product (to the electrical outlet or otherwise).
7. If a Product displays defects covered by the warranty within the warranty period referred to in this article, American Vintage Unlimited will make every effort to repair the Product or replace the Product with a similar item. It is up to American Vintage Unlimited to determine whether it repairs or replaces the Product. American Vintage Unlimited retains the right in doing so to charge an amount equal to the hourly rate of the employee of American Vintage Unlimited or the person engaged by American Vintage Unlimited. American Vintage Unlimited will, both within and outside the warranty period, in no case be obliged to repay the invoice amount, unless it so determines.
8. If American Vintage Unlimited did not manufacture the Product itself, the warranty of American Vintage Unlimited does not extend beyond the warranty given to American Vintage Unlimited by the manufacturer of the Product.

Article 7. Liability

1. Any liability on the part of American Vintage Unlimited with respect to the Product, its delivery, transportation and use is excluded, unless there is intent or gross negligence on the part of American Vintage Unlimited
2. Subject to the provisions of the first paragraph of this article, American Vintage Unlimited 's total liability to the Other Party for damages is limited to compensation for direct damages and to a maximum of the amount paid out by American Vintage Unlimited 's liability insurer. American Vintage Unlimited expressly excludes compensation for any other damages such as consequential damages, derivative damages and immaterial damages.
3. Direct damage within the meaning of this article means exclusively the damage occurring to the Product. Personal injury and death damage shall not be considered direct damage.
4. The other party indemnifies American Vintage Unlimited against all third party claims against American Vintage Unlimited for damage other than to the Product itself and other than caused by a defect in the Product.
5. American Vintage Unlimited is not liable for damages caused by improper or injudicious use of the Products.
6. American Vintage Unlimited is not liable for any injury to third parties resulting from the use of the Product.

Article 8. Delivery

1. If American Vintage Unlimited and the Other Party have agreed delivery dates or terms, they will only commence after American Vintage Unlimited has received a down payment from the Other Party in the amount of thirty percent (30%) of the total order price and after American Vintage Unlimited has been granted all necessary permits and has all necessary materials at its disposal. The agreed delivery period shall furthermore commence only on the day on which the written order confirmation is dated, or in the absence of a written confirmation on the day on which the Other Party addresses American Vintage Unlimited in writing for the first time for delivery of certain date.
2. Delivery of the Product is deemed to have taken place if and as soon as the goods to be delivered have been delivered to the location specified by the Other Party in advance. Deliveries are only carried out after the payment arrangements agreed between American Vintage Unlimited and the Other Party have been fulfilled. American Vintage Unlimited has the right to have the delivery take place in parts.
3. If American Vintage Unlimited is not able to deliver in full, correctly and soundly within the delivery time due to force majeure, American Vintage Unlimited has the right to terminate the Agreement after the expiry of a period of ninety (90) days after it has been notified of this force majeure, or to inform the Other Party of a reasonable period within which delivery can still be made in full, correctly and soundly, all this without American Vintage Unlimited being obliged to compensate any damage or other costs to the Other Party or a third party. After expiry of the aforementioned period of ninety (90) days, the Other Party also has the right to dissolve the Agreement. In that case, however, the Other Party shall be obliged to reimburse American Vintage Unlimited for the costs it has already incurred as well as the time spent by American Vintage Unlimited.
4. Force majeure on the part of American Vintage Unlimited refers to any shortcoming that cannot be attributed to American Vintage Unlimited, because it is not due to its fault and is not for its account by virtue of the law, legal act or generally accepted practice. Force majeure on the part of American Vintage Unlimited is in any case involved in the following cases: extreme weather conditions such as snow showers, storms and hurricanes, war, riots, fire and/or water damage, floods, strikes by/at manufacturers, problems with transport, electricity and computer failures, - incapacity for work both in the company of American Vintage Unlimited and at third parties, from whom American Vintage Unlimited has to obtain the necessary materials, measures imposed by Dutch or foreign governments, for example as a result of a pandemic.

Article 9. Transportation

1. American Vintage Unlimited is entitled to determine the manner in which and by which party the transportation of the Products shall take place. Transport costs are not included in the quotations and agreed prices, but will be charged separately to the other party.
2. Transportation of the Products is at the Other Party's own risk. American Vintage Unlimited is not liable for the destruction or damage of (parts of the) Products by or during transportation.

Article 10.Execution of the agreement

1. In the event that the proper execution of the Contract results in the need to perform work that was not originally part of the Contract (additional work, for example, because the correct materials were not supplied or the dimensions were incorrect or other/additional wishes of the Other Party), the Contract will be deemed to extend to this other work as well and the time spent and costs incurred for it will be charged additionally to the Other Party.
2. American Vintage Unlimited has the right to have all or part of the Agreement performed by third parties.

Article 11. Right of lien and right of suspension

1. If the Other Party remains in default with respect to the fulfillment of its performance under the Agreement, including the fulfillment of its payment obligations, American Vintage Unlimited has the right to:
   1. withhold the documents made available to it by the Other Party, as well as the results of the work, until full performance has been achieved or adequate security has been provided for it; and
   2. to suspend the execution of the agreement with the Other Party, until full performance of the services has taken place or adequate security has been provided for that purpose.

Article 12. Dissolution

1. American Vintage Unlimited has the right to terminate the Agreement without judicial intervention, in which case the Other Party shall then owe compensation to American Vintage Unlimited, if:
   1. the Other Party applies for a suspension of payment,
   2. the Other Party files for its own bankruptcy or if a petition for the Other Party's bankruptcy is filed;
   3. the Other Party (as a natural person) dies or (as a legal entity or company) is liquidated or dissolved.

Article 13. Miscellaneous

1. If one or more provisions of these general terms and conditions are annulled or nullified in whole or in part, the remaining provisions shall remain in full force and effect. American Vintage Unlimited will adopt a new provision, taking into account as far as possible the scope of the null/annulled provision.
2. If American Vintage Unlimited does not at any time invoke a right or power granted to it under the Agreement or the law or these terms and conditions, this shall not constitute a waiver of that right or power.
3. If a foreign language version of these general terms and conditions would lead to a different interpretation, this Dutch text shall always be decisive.
4. The Agreement and any other (legal) acts to which these general terms and conditions apply shall be governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is excluded, as well as any other existing or future international regulation on the sale of movable goods whose effect can be excluded by the parties.
5. All disputes relating to the agreements and (legal) acts to which these general terms and conditions of delivery apply that arise between the parties shall be tried exclusively by the competent court in the Netherlands in the district of Zeeland-West Brabant.