Terms and conditions

Definitions.
1.1 In these Terms and Conditions, the following terms shall have the meanings assigned to them:

• Offer: any written offer or quotation by Ball On for the supply of goods, services, or the execution of Work, which generally includes these Terms and Conditions as an integral part thereof;
• Contractor: any natural or legal person with whom Ball On has entered into an agreement, including its designated third parties;
• Agreement: the agreement resulting from the Contractor's unaltered acceptance of the Offer by signature;
• Parties: Ball On and Contractor 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 that Ball On may withdraw the Offer – as long as it has not been accepted – if no acceptance period is specified in the Offer. An Offer without a specified period for acceptance expires in any case 1 month after it has been issued.

2.2 Product information provided by or on behalf of Ball On (price lists, brochures, etc.) is compiled with care. However, the Contractor cannot derive any rights from this information. The prices mentioned in the Offer are always binding.

Tolerances.
3.1 Minor color variations and/or other minor deviations are permitted and do not entitle the Contractor to refuse acceptance or approval of the delivered goods. This means that in such cases, Ball On is considered to have fulfilled the Agreement correctly. In the case of a Contractor who is a consumer, they may, at their discretion: a. terminate the agreement in writing within 2 months or b. negotiate a reduction in the purchase price in consultation with Ball On.

Formation and content of the agreement.
4.1 The scope and content of the mutual obligations of the Parties are evident from the Agreement.

4.2 The Agreement is only concluded if the Parties are represented by individuals who are authorized to legally bind them.

4.3 Changes to the Agreement at the request of the Contractor are only possible after prior written consent from Ball On. In such cases, any costs already incurred by Ball On are fully reimbursed by the Contractor. These activities/items are considered as additional work and will be performed/delivered and charged accordingly.

4.4 For oral agreements between the Parties, where no written evidence exists, these agreements are considered to be concluded when Ball On actually begins execution. Ball On is deemed to have indicated in oral agreements that these Terms and Conditions apply and will be sent free of charge upon first request, thus making these Terms and Conditions always a part of such agreements. Otherwise, the invoice is considered to accurately reflect the mutual rights and obligations of the Parties.

4.5 Agreements with Ball On are entered into under the (suspensive) condition that Ball On's suppliers and other contractual partners fulfill their obligations in a timely and proper manner.

4.6 Ball On is authorized to engage third parties in the execution of the Agreement.

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

• based on the rates applicable at the time of the Offer or the order date;
• based on delivery ex works/warehouse Alkmaar;
• exclusive of VAT and other taxes, levies, and duties;
• exclusive of installation and commissioning costs;
• exclusive of packaging, unloading, transport, insurance, surveillance, and stowage costs. Prices are stated in euros and any currency fluctuations will be passed on.

5.2 In case of external increases in cost factors, Ball On is entitled to increase the corresponding amounts in the Agreement by up to 10%. If an increase exceeds 10% (for non-consumers), the Contractor has the right to terminate the Agreement.

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

5.4 Ball On may request payment in advance before proceeding with delivery. For a Contractor who is a consumer, the advance payment amount will not exceed 50%.

Obligations of the Contractor
6.1 The Contractor is obligated to ensure that the work activities proceed without delay or interruption. Specifically, the Contractor must:

a. Provide groundwork, pavement, demolition work, or any other related work necessary for the execution of the tasks.
b. Ensure good accessibility to the location where the work is to be carried out.
c. Provide necessary assistance for the placement or movement of pieces that cannot reasonably be handled by two persons alone, as well as the use of lifting or hoisting equipment.
d. Provide delivery of fuels, energy, and auxiliary materials such as compressed air, gas, electricity, etc., and ensure the necessary connection points required for the execution of the work.
e. Provide switchgear and lines for the delivery or use of electric motors and/or other electrical equipment.
f. Provide a dry, heated, illuminated, and separately lockable space of sufficient size for the storage of materials to be used and for the storage of workers' personal belongings during the duration of the work.
g. Arrange for the removal of items that have become dirty, damaged, malfunctioning, or no longer functional.

6.2 The Contractor is responsible for obtaining in a timely manner feeding lines, connections, precario rights, nuisance permits, permits under environmental legislation, (re)building permits, and other necessary permits.

6.3 Materials that are replaced, removed, or discarded become the property of Ball On.

6.4 If requested by Ball On, the Contractor must provide the necessary inspection or testing facilities in a timely manner. Failure or delay in fulfilling this obligation will result in an extension of the delivery period by the duration for which this obligation is not met or not fully met.

Delivery and Delivery Time.
7.1 The Contractor is obligated to inspect all delivered items immediately upon delivery for any shortages or visible damages, or to perform this inspection after receiving written notice from Ball On.

7.2 In case of any deficiencies, the Contractor must notify Ball On in writing as specified in the "Claims" article; otherwise, the claim will not be processed. In the absence of such notification, the Contractor is deemed to have received the goods complete and without damage. The absence of a component that must be supplied by a third-party supplier does not justify considering the Work or the item as not (properly) delivered.

7.3 Ball On is entitled to deliver in installments, which can be invoiced separately per delivery, in accordance with Article 5.4.

7.4 The delivery deadline stated in the Offer is not a strict deadline. If the delivery is not made on time, the Contractor must explicitly notify Ball On in writing before default occurs. Ball On is not liable for damages due to exceeding the delivery deadline. Exceeding a delivery deadline does not give the Contractor the right to terminate the Agreement or refuse acceptance of goods. In case of excessive delay in delivery, the Parties will consult with each other. For Contractors who are consumers, the maximum delivery period is 30 days after the Agreement is concluded, after which Ball On is automatically in default. If the goods are not available for delivery, Ball On will promptly notify the consumer Contractor and refund any prepaid amount.

7.5 If the Contractor fails to timely accept or collect the goods, Ball On reserves the right to invoice the relevant goods to the Contractor, notwithstanding the provisions of Article 5.4. In such a case, Ball On may choose to demand performance from the Contractor or terminate the agreement, without prejudice to Ball On's right to claim damages.

7.6 Advice provided by Ball On is given to the best of their knowledge. However, specific outcomes are not guaranteed.

7.7 With respect to the Work, Ball On is authorized to adjust the delivery time if weather conditions or work conditions necessitate such adjustments. In this case, Ball On is not obliged to compensate the Contractor for any damages. The additional costs incurred by Ball On due to adjusting the delivery time must be reimbursed by the Contractor.

7.8 The location where Ball On performs the work (e.g., placing pillars) must be accurately described in writing by the Contractor before commencement. The Contractor must specify the locations of cables, pipes, wires, tubes, sewers, etc., and must clearly mark these locations with stakes for the work to be carried out (KLIC notification). The Contractor bears responsibility for any damages resulting from incorrect information and fully indemnifies Ball On in this regard.

Additional Work / Variation Work.
8.1 Ball On is authorized to carry out additional work and charge for it if the costs of the additional work do not exceed 10% of the total amount stated in the Agreement, including VAT. If the additional work or variation work deviates significantly more, the Parties will negotiate on how to proceed with the Agreement. If this leads to the termination of the Agreement, Ball On is entitled to claim the costs incurred up to that point and the goods delivered from the Contractor. Additional work or variation work also includes delivering more or fewer plastic balloons.

Risk.
9.1 Upon the goods leaving the premises of Ball On's company/warehouse, the risk of these goods immediately transfers to the Contractor. Specifically for goods from stock, the risk transfers at the moment they are set aside for the Contractor and for other goods, the risk transfers at the moment they are loaded for transport to the Contractor. If a carriage paid delivery address is agreed upon with a consumer, the risk transfers upon actual delivery to the specified address.

9.2 Loading and unloading, transportation, assembly, installation, and commissioning of the goods are, except in cases of carriage paid deliveries to consumers, at the risk of the Contractor.

Force Majeure (non-attributable failure by Ball On).
10.1 If Ball On is prevented from fulfilling any obligation towards the Contractor due to force majeure, and if the force majeure situation persists for longer than 3 months, the Parties may negotiate an agreement regarding the termination of the Agreement. Until the aforementioned 3 months have elapsed, Ball On is entitled to suspend its obligations without being liable for damages.

10.2 Force Majeure is defined as: any circumstance, cause, or event, wherever occurring, arising, or taking place, that temporarily or permanently prevents, makes impossible, or unreasonably burdens the correct, complete, and timely performance of any obligation by Ball On, and which circumstance, cause, or event Ball On cannot reasonably prevent, or which lies wholly or partly outside the sphere of influence of Ball On or over which it has no control. Circumstances constituting force majeure include, but are not limited to: fire, explosion, lightning strike, ice conditions, low water, high water, tidal wave, storm surge, flooding, earthquake, natural disasters; storm, tornado, cyclone, snow, frost, and other weather conditions; strike, work stoppage, excessive absenteeism (due to illness) of personnel, labor unrest, lockout; war (whether declared or not), mobilization, siege, blockade, hostilities; riots, revolution, civil unrest; government measures and/or regulations preventing or delaying performance of obligations; lack of transportation; impassability or unusability of any applicable transportation route or method; disruption or interruption in the provision, delivery, or availability of energy; disruption or interruption in or termination of supply of raw materials, semi-finished products, and/or finished products; non-performance of any obligation by a debtor or contracting party of Ball On (including non-performance of any obligation by one or more third parties for delivery); technical malfunctions and/or defects, delay, disruption, or interruption in or of equipment repair; serious illnesses, and illnesses with an epidemic nature. The consequences of any such circumstances are also considered as force majeure.

10.3 If Ball On is prevented from fulfilling its obligations towards one or several Contractors due to force majeure, but not towards all Contractors, it is entitled to decide which obligations towards which Contractors it will fulfill, as well as the order in which this will be done.

10.4 Ball On is entitled to demand payment for everything that has been performed by it in execution of the Agreement before the occurrence of the force majeure event.

Intellectual Property Rights.
11.1 The Contractor shall use software, peripheral equipment, technical data, operating instructions, drawings, and all other essential documentation and information provided or made available by Ball On solely for its own (internal) use and shall not distribute, sell, make available to, or use them for the benefit of third parties.

11.2 If it is found that a good sold by Ball On to the Contractor infringes upon an intellectual property right of a third party in the Netherlands, and the Contractor is notified of such infringement, the Contractor must promptly (within 8 days of discovery) notify Ball On in writing. Ball On may then, at its discretion, either provide the right to use the item, modify the item so that it no longer infringes, provide a non-infringing replacement item, or refund the purchase price to the Contractor after the item has been returned, deducting a reasonable fee for the period during which the Contractor had use of the item. No claim may be made against Ball On by the Contractor regarding infringement of intellectual property rights outside the Netherlands.

11.3 Ball On cannot be held liable in any way for infringement of any intellectual property right resulting from any modification to a good supplied by Ball On, any use of such good other than as prescribed by Ball On or as expected by Ball On, use in combination with goods not supplied by Ball On, or any modification not made by Ball On.

11.4 All intellectual property rights related to provided product data are owned by Ball On. The Contractor expressly agrees not to use any intellectual property for any purpose other than intended without the prior written consent of Ball On. Upon first request by Ball On, all such materials, data, and information must be promptly returned to Ball On.

Maintenance/Repair.
12.1 As part of the Agreement, Ball On may undertake repair and/or maintenance of the delivered goods/Work. Repair and maintenance work will be performed to the best of Ball On's abilities.

12.2 The goods/Works to be repaired by Ball On must be sent or returned at the expense of the Contractor under these Terms and Conditions. However, these goods always remain at the risk of the Contractor. In this regard, the Contractor shall indemnify Ball On fully.

12.3 Ball On reserves the right to refrain from repair and/or maintenance at any time if it deems such actions futile or disproportionate.

12.4 In case of repair/maintenance, Ball On does not guarantee in any way, nor is liable in any way, that the repaired goods will be restored to a good working condition.

Liability.
13.1 Unless otherwise required by mandatory provisions of (product) liability law and except in cases of intent or gross negligence by Ball On, Ball On is not obliged to compensate for any damages of any kind, including business and consequential damages, incurred by the Contractor or any third party, whether directly or indirectly caused by any goods/Work delivered or services provided by Ball On. The Contractor explicitly indemnifies Ball On against claims based on any such damages. Ball On is furthermore not liable in any case for damages directly or indirectly caused by:

- Improper use of the delivered goods or use for a purpose other than objectively suitable, or other than reasonably anticipated by Ball On.
- Negligent behavior of the Contractor or others not affiliated with Ball On.
- Infringement of any intellectual property rights resulting directly or indirectly from the use of data provided by the Contractor.

13.2 If Ball On provides assistance in the installation of goods without this being explicitly stated in the Agreement, it is always done entirely at the risk of the Contractor.

13.3 Should Ball On nevertheless be held liable, such liability is at all times limited to direct damages and is always limited to the amount that is covered by Ball On's (liability) insurance in the specific case; if necessary, Ball On will provide information upon request of the Contractor regarding the extent of its insurance coverage. In other cases, any liability of Ball On is at all times limited to the net invoice amount charged for the specific matter or case.

13.4 All claims related to Ball On's liability expire one year after the damage manifests itself or is discovered, or could reasonably have been discovered, and in any case, two years after delivery, without prejudice to the provisions of Article 17.

Advertisement.

14.1 Visible complaints about goods/Work or services delivered by Ball On must be reported in writing and with reasons within 8 days of delivery. For Consumers, this period is 2 months. Complaints about hidden defects can only be submitted in writing within the applicable warranty period.

14.2 Complaints will be examined for their validity promptly upon receipt by Ball On. The Contractor shall allow Ball On to examine the relevant items (possibly at the Contractor's premises). Based on this examination, Ball On will decide whether the complaint is valid. If so, the Contractor shall return the items to Ball On. Ball On will then take back the goods and, at its expense, promptly replace them or grant the Contractor a reasonable price reduction.

14.3 If no complaint is made within the applicable period or not in the prescribed manner, the delivered goods shall be deemed to fully comply with the Agreement and accepted by the Contractor.

14.4 Filing a complaint does not release the Contractor from their payment obligations to Ball On under any circumstances.

14.5 Any return shipment must be carriage paid and will only be accepted by Ball On after prior written approval has been granted to the Contractor.

Retention of title.

15.1 All goods/ Works delivered by Ball On remain its property until the moment of full payment of all amounts due by the Contractant to Ball On. Upon first request, the Contractant shall grant Ball On access to the goods to take them away, subject to an immediately payable penalty of €1,500.

15.2 The Contractant is obliged to keep the goods delivered by Ball On separated from other goods in such a way that they can easily and clearly be recognized as Ball On's property.

15.3 In case of non-payment of any amount due by the Contractant to Ball On, or if the Agreement is terminated, Ball On shall be entitled to reclaim the goods as its property, offsetting any amounts already paid in respect of those goods.

15.4 The Contractant is authorized to sell or use goods in the normal course of business; however, no security rights may be established on these goods, and the Contractant may not take any actions with respect to these goods that would make them part of other goods. This authorization expires immediately if the Contractant fails in any way with respect to claims, obtains provisional suspension of payments, or is declared bankrupt. In case of onward sale of goods for which retention of title in favor of Ball On still applies, the Contractant must reserve ownership and assign the claims against the Contractant's debtor to Ball On upon Ball On's first request. Ball On may agree with a third party that the third party pays Ball On the due price and is subrogated to Ball On's claim. The retention of title does not expire upon payment by a third party. Through subrogation, Ball On transfers the reserved ownership to the subrogee. From the moment of subrogation, Ball On holds the described goods for the subrogee.

Payment and negligence.

16.1 Payment must be made net cash at the time mentioned in the Agreement or otherwise within 8 days of the invoice date. Payment shall be credited first to costs, then to accrued interest, and thereafter to the oldest outstanding principal and current interest.

16.2 In case of exceeding the period mentioned in paragraph 1 of this Article, the Contractant shall automatically be in default and shall owe interest of 2% per month on the entire invoice amount.

16.3 The Contractant is not entitled to set off any amount against the purchase price.

16.4 All collection costs shall be borne by the Contractant. These extrajudicial costs shall be fixed at at least 15% of the principal sum and interest with a minimum of €300, excluding VAT, without prejudice to Ball On's right to claim the actual extrajudicial costs.

16.5 If the Contractant fails to meet any obligation under an Agreement or if Ball On reasonably suspects that the Contractant will not meet any obligation in the future, Ball On has the right to: a. request advance payment or adequate security for payment (up to 50% for consumers); b. suspend deliveries; c. wholly or partially terminate the relevant Agreement; d. immediately terminate or suspend one or more Agreements for which the Contractant is not in default, without prejudice to Ball On's right to claim full damages.

Warranty / service.
17.1 Subject to these Conditions, Ball On guarantees the soundness of the materials used and the promised properties provided that the Contractant observes the supplied instructions for use and maintenance. This warranty is valid for a period of 1 year (commencing from delivery). The warranty or liability for goods purchased by Ball On from elsewhere applies only to the extent that the original manufacturer(s) provide/accept such warranty, whose name and address Ball On will specify in the Agreement. Second-hand products are only covered by warranty if expressly agreed upon. Consumables are not covered by warranty. Ball On expressly does not provide warranty for items installed by it but not supplied by Ball On itself. Furthermore, Ball On accepts no liability for damage caused thereby. In case such a situation occurs, Ball On's warranty obligation immediately lapses.

17.2 Defects in goods covered by the warranty will be repaired, supplemented, or replaced by new delivery if the defects are deemed to be attributable to Ball On. Fulfillment of the warranty obligation shall constitute the sole and complete compensation.

17.3 Warranty work shall be carried out by Ball On either at its own premises or at the Contractant's premises, at Ball On's discretion. The times for warranty work will be determined by Ball On in consultation with the Contractant. If Ball On needs to (have) warranty work performed outside its own premises, it is entitled to charge the Contractant for the associated travel and accommodation costs. The last sentence does not apply in the case of a Contractant who is a consumer.

17.4 All warranty claims expire if the Contractant has made alterations to the delivered goods, if the delivered goods have not been used precisely according to the instructions or have been used in an improper manner, or if the delivered goods have been used for purposes other than those for which they are intended.

17.5 Non-compliance by the Contractant with one or more of its obligations, including parts thereof, relieves Ball On of its warranty obligation.

Right of retention.
18.1 Ball On has a right of retention on all goods of the Contractant that are in its possession as long as the Contractant has not fulfilled all its obligations towards Ball On.

18.2 Ball On is obliged to manage these goods in accordance with good commercial practice. However, the Contractant shall not be entitled to any compensation in case of complete or partial destruction or loss of these goods and/or damage thereto. The risk for these goods remains with the Contractant.

Termination of Agreement.

19.1 In the event of default by the Contractant, Ball On is entitled to terminate the Agreement without judicial intervention, without prejudice to Ball On's right to claim damages and to demand performance. These Terms and Conditions remain in force until mutual rights and obligations are fulfilled.

19.2 Ball On may terminate the Agreement with the Contractant immediately and without judicial intervention if:

• The Contractant is declared bankrupt, makes an assignment for the benefit of creditors, files for suspension of payments, or has suspension of payments granted, or if attachment is levied on (part of) its assets;
• If the Contractant, being a natural person, dies or is placed under guardianship, or if the Contractant's assets are placed under administration;
• If the Contractant, being a legal entity, commences its liquidation, or a petition for its dissolution is filed or a dissolution resolution is passed.

19.3 If an agreement is terminated, the amounts due to Ball On from the Contractant at the time of termination shall remain due, and the Contractant shall be liable for interest and costs on these amounts, without prejudice to Ball On's right to claim damages.

Termination by the Contractant.
20.1 The Contractant may terminate the Agreement in the following cases: If Ball On exceeds a newly agreed delivery deadline without justification (e.g., force majeure) after already exceeding the initial delivery time; or If Ball On cannot fulfill its delivery obligation within a reasonable period and communicates this to the Contractant. In case of termination, any damages to the Contractant will not be compensated.

20.2 The Contractant who is a consumer may terminate the Agreement in writing without stating reasons within 7 working days of receiving the ordered goods. In this case, the Contractant who is a consumer will receive a refund within 30 days. Return of the goods will also be within 30 days and at the expense and risk of the Contractant who is a consumer, meaning any damage or loss incurred will be compensated by the Contractant. If the Contractant who is a consumer returns the goods late, it will be deemed that no termination has occurred.

20.3 Article 20.2 does not apply to goods that are designed according to the Contractant's specifications, nor to goods of a personal nature.

Miscellaneous.

21.1 Dutch law applies to Agreements, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

21.3 If any provision of these Terms and Conditions is wholly or partially invalid, this will not affect the validity of the remaining provisions.

21.4 These Terms and Conditions can only be deviated from in writing by the Parties. The applicability of other general terms and conditions is excluded.