General terms

Definitions
1.1 In these Terms and Conditions, the following definitions apply:

• Offer: any written offer or quotation by Ball On to supply goods, services, or to perform Work, of which these Terms and Conditions are an integral part;

• Contracting Party: any natural or legal person/entity with whom Ball On has concluded an agreement through its authorized representatives;

• Agreement: the agreement concluded when the Contracting Party accepts the Offer unaltered by signing;

• Parties: Ball On and the Contracting Party collectively;

• Terms and Conditions: these general terms and conditions;

• Work: assembly or installation work to be performed by Ball On.

Offer
2.1 Every offer made by Ball On is non-binding. This means Ball On may withdraw the Offer until it is accepted, unless an acceptance deadline is stated. An Offer without a deadline expires in any case one month after it was made.

2.2 Product data (price lists, brochures, etc.) provided by or on behalf of Ball On are prepared with care but do not confer any rights. Prices stated in the Offer are always binding.

Tolerances
3.1 Minor color deviations and/or other minor deviations are permitted and do not entitle the Contracting Party to refuse acceptance or approval of the delivery. In such cases, Ball On is deemed to have properly fulfilled the Agreement. For Contracting Parties who are consumers, they may:
a. terminate the Agreement in writing within 2 months; or
b. in consultation with Ball On, deduct an amount from the purchase price.

Formation and Content of the Agreement
4.1 The scope and content of the mutual obligations of the Parties are set out in the Agreement.

4.2 The Agreement only comes into effect if Parties are (represented by) persons authorized to legally bind them.

4.3 Changes to the Agreement at the request of the Contracting Party are only possible with prior written consent of Ball On. Costs already incurred by Ball On are fully reimbursed by the Contracting Party and treated as additional work.

4.4 Oral agreements between Parties without written proof are deemed concluded when Ball On actually commences execution. Ball On is assumed to have notified the applicability of these Terms and Conditions in such cases, which are always part of the Agreement. The invoice is considered a correct record of mutual rights and obligations.

4.5 Agreements with Ball On are made under the (suspensive) condition that Ball On's suppliers and other contracting partners fulfill their obligations properly and timely.

4.6 Ball On is authorized to involve third parties in executing the Agreement.

Prices
5.1 Unless expressly stated otherwise in writing, prices are:

• based on tariffs valid at the time of Offer or order date;

• based on delivery ex works/warehouse Alkmaar;

• exclusive of VAT and other taxes, duties, and fees;

• exclusive of installation and commissioning costs;

• exclusive of packaging, unloading, transport, insurance, guarding, and storage costs. Prices are in euros and any exchange rate changes will be passed on.

5.2 In case of external cost increases, Ball On is entitled to increase prices by up to 10%. For increases exceeding 10% (non-consumers), the Contracting Party may dissolve the Agreement.

5.3 Ball On may charge administrative or storage fees if the invoice value does not exceed a certain amount set by Ball On.

5.4 Ball On may require prepayment before delivery; for consumers, the advance payment may not exceed 50%.

Obligations of the Contracting Party
6.1 The Contracting Party must ensure that the work proceeds without delay or interruption, specifically:

a. ground, paving, demolition, or other ancillary works; ensuring good accessibility of the work site;
b. providing assistance for placing or moving parts that cannot reasonably be handled by two persons, as well as required lifting equipment;
c. provision, erection, and removal of ladders, scaffolding, etc.;
d. supply of fuels, energy, and auxiliary materials and required connections;
e. provision of switching equipment and cables for supplied or used electric motors and other electrical equipment;
f. providing a dry, heated, lit, and lockable space of sufficient size for storing materials and personal belongings of workers during work;
g. removal of items that have become dirty, damaged, disturbed, or non-functional.

6.2 The Contracting Party is responsible for timely obtaining permits and connections required by law.

6.3 Removed or replaced materials become the property of Ball On.

6.4 Upon Ball On’s request, the Contracting Party must timely provide inspection or testing facilities. Failure to do so will extend delivery time accordingly.

(Delivery and) Delivery Time
7.1 The Contracting Party must inspect deliveries immediately for shortages or visible damage.

7.2 Any shortages or defects must be reported in writing to Ball On as stated in the "Claims" article; otherwise, the goods are deemed accepted complete and undamaged. Missing parts supplied by third-party suppliers do not justify non-acceptance.

7.3 Ball On may perform partial deliveries, invoicing accordingly.

7.4 Delivery times stated in the Offer are not fatal deadlines. The Contracting Party must put Ball On in default in writing before default occurs. Ball On is not liable for damages due to delays. Delay does not entitle the Contracting Party to dissolve the Agreement or refuse acceptance. Excessive delay will lead to consultation. For consumers, a maximum delivery time of 30 days applies.

7.5 If goods are not timely collected, Ball On may invoice them and claim performance or dissolve the contract.

7.6 Ball On’s advice is given to the best of its knowledge without guaranteeing results.

7.7 Ball On may adjust delivery time due to weather or working conditions without liability for damages. Extra costs incurred must be reimbursed by the Contracting Party.

7.8 The place of work must be precisely described in writing before commencement, including locations of cables, pipes, etc. Damage due to incorrect information is for the Contracting Party.

Additional/Reduced Work
8.1 Ball On may execute and charge additional work up to 10% of the total contract amount (including VAT). For deviations beyond this, Parties will negotiate. Additional or fewer delivered synthetic balloons are also considered additional/reduced work.

Risk
9.1 Risk passes to the Contracting Party when goods leave Ball On’s premises or are set aside for the Contracting Party. For delivery free address to consumers, risk passes upon actual delivery.

9.2 Loading, unloading, transport, assembly, installation, and commissioning are at the risk of the Contracting Party, except in free address delivery to consumers.

Force Majeure (Non-Attributable Failure)
10.1 If Ball On is prevented from fulfilling obligations due to force majeure for longer than 3 months, Parties may arrange contract dissolution. Until then, Ball On may suspend obligations without liability for damages.

10.2 Force majeure includes all circumstances beyond Ball On’s reasonable control such as natural disasters, strikes, war, government measures, technical failures, epidemics, etc.

10.3 Ball On may prioritize obligations to some Contracting Parties over others.

10.4 Ball On may claim payment for work performed before the force majeure event.

Intellectual Property Rights
11.1 Software, hardware, technical data, instructions, drawings, and documentation supplied may only be used internally by the Contracting Party and not transferred or sold to third parties.

11.2 If a product infringes third-party intellectual property rights in the Netherlands and the Contracting Party is sued, Ball On will, at its discretion, secure the right to use, modify, replace, or refund the purchase price (minus a reasonable usage fee).

11.3 Ball On is not liable for infringements caused by modifications, use in combination with non-Ball On goods, or other deviations from prescribed use.

11.4 All intellectual property rights regarding product data remain with Ball On. Use for other purposes or forwarding without written consent is prohibited.

Maintenance/Repair
12.1 Ball On may perform repairs and maintenance as part of the Agreement.

12.2 Shipping costs and risk for sending goods for repair are borne by the Contracting Party.

12.3 Ball On may refuse repair if deemed pointless or disproportionate.

12.4 Ball On does not guarantee repaired goods will function properly afterward.

Liability
13.1 Except for mandatory product liability law and in cases of intent or gross negligence by Ball On, Ball On is not liable for any damages, including consequential damages. The Contracting Party indemnifies Ball On against related claims.

13.2 Assistance in installation without explicit contract mention is at the Contracting Party’s risk.

13.3 Liability is limited to direct damage up to the amount reimbursed by Ball On’s insurer or the invoiced net amount.

13.4 Claims expire after 1 year (2 years for consumers) after discovery of damage, and at latest 2 years after delivery.

Claims
14.1 Visible defects must be reported in writing within 8 days (2 months for consumers). Hidden defects must be reported within the warranty period.

14.2 Ball On will investigate claims promptly and decide their validity. If valid, goods must be returned and Ball On will replace or credit reasonably.

14.3 Failure to timely claim results in acceptance of goods.

14.4 Claims do not relieve the Contracting Party from payment obligations.

14.5 Returns must be prepaid and authorized by Ball On.

Retention of Title
15.1 Goods remain Ball On’s property until full payment.

15.2 Goods must be stored separately and clearly identifiable.

15.3 In case of non-payment or contract dissolution, Ball On may reclaim goods.

15.4 The Contracting Party may sell or use goods in ordinary business but may not grant security interests or merge goods. Consent lapses upon default or insolvency.

Payment and Default
16.1 Payment is due net cash within 8 days of invoice.

16.2 Default incurs 2% monthly interest on full amount.

16.3 No set-off permitted by the Contracting Party.

16.4 Collection costs are borne by the Contracting Party, at least 15% of principal plus interest, minimum €300.

16.5 Ball On may demand prepayment, suspend deliveries, or dissolve agreements upon justified doubt of payment.

Warranty/Service
17.1 Ball On guarantees material quality and promised properties for 1 year from delivery, provided instructions are followed. Manufacturer’s warranties apply to purchased goods. No warranty on consumables or goods assembled but not supplied by Ball On.

17.2 Defects under warranty will be repaired or replaced at Ball On’s discretion.

17.3 Warranty work may be performed at Ball On or on-site; travel costs may be charged except for consumers.

17.4 Warranty expires if goods are altered, misused, or used for other purposes.

17.5 Non-fulfillment of obligations by the Contracting Party voids warranty.

Right of Retention
18.1 Ball On has a right of retention on goods of the Contracting Party until all claims are settled.

18.2 Ball On will handle these goods properly but is not liable for damage or loss; risk remains with the Contracting Party.

Termination of Agreement
19.1 Ball On may dissolve the Agreement without court intervention in case of default and claim damages.

19.2 Ball On may immediately dissolve the Agreement upon bankruptcy, suspension of payments, death, or liquidation of the Contracting Party.

19.3 Outstanding amounts remain due upon dissolution, with interest and costs.

Termination by the Contracting Party
20.1 The Contracting Party may terminate if Ball On exceeds a newly agreed delivery deadline without justification.

20.2 Consumers may terminate within 7 days without reason; payment will be refunded within 30 days. Returns at consumer’s risk and cost.

20.3 Article 20.2 does not apply to goods made to specification or of a personal nature.

Miscellaneous
21.1 Dutch law applies; United Nations Convention on Contracts for the International Sale of Goods (CISG) excluded.

21.3 Invalidity of any provision does not affect the validity of others.

21.4 Deviations only in writing.