Article 1 Definitions

Contractor:
Van Melick Group and all its affiliates.

Client:
The natural or legal person or company that has entered into an agreement with the contractor.

Parties:
Van Melick Group and Client jointly appointed

Agreement / Order Confirmation:
An agreement or order confirmation between Client and Contractor regarding one or more services to be provided by the contractor to provide services at a price to be paid by the client

Cancellation:
The notification made in written form by the client that one or more of the agreed services will not be used in whole or in part or the communication in written form by the contractor that one or more that one or more of the agreed services will will not be provided in full or in part.

Days:
Days refers to calendar days.

Working days:
Working days means all days except Saturdays, Sundays and generally recognised holidays.

T&C:
General Terms and Conditions of Melick Group

Article 2 Applicability

2.1.       The T&C shall apply to all agreements between the Contractor and the Client and to all offers made by the contractor to conclude an agreement. Other general terms and conditions do not apply to them, unless expressly agreed otherwise in writing. If, in addition to the T&C, other general terms terms and conditions apply, the T&C shall prevail in case of conflict.

2.2.       Deviations from the T&C are only possible if agreed in writing between the parties. Deviations included in requests for quotation by the Client, quotations by third parties or other statements by the Client and/or third parties shall never apply.

2.3.       The latest version of the T&C published on the website of Van Melick Groep, are considered to be applicable to the Agreement.

Article 3 Offers

3.1.       All offers made by or on behalf of the contractor will be valid for 14 working days unless otherwise stated and/or unless the contractor withdraws the offer within that period. After this period, any options expire and the contractor may use the reserved capacity for other requests.

3.2.       An assignment or order issued by the Client is binding on the Client.

The contractor shall send an order confirmation to the customer. If the customer does not object to the description of the order within 5 working days, the order confirmation will be deemed to reflect the agreement correctly and in full. The order confirmation can also be sent digitally.

3.3.       In any event, the contractor shall not be bound until his written offer has been accepted in good time and a two-sided signed order confirmation is present with the client and the contractor. The risk of uncertainties arising from orders given verbally or by telephone shall be the responsibility of the customer.

Article 4 Number of guests

4.1.       The client is required to inform the contractor as soon as possible once changes or additions arise that differ from the offer or agreement.

4.2.       The programme, script and culinary arrangement can be modified up to 1 month before the date of execution.

4.3.       In order to guarantee the quality and organisation of all our events, adjustments are not possible afterwards. The final number of guests can be adjusted up to 21 days before the date of the event up to a maximum of 5% of the agreed guest number.

4.4.       Decreasing the agreed guest number and/or programme and/or products with settlement of costs is possible up to 21 days before the event up to a maximum of 5% of the agreed number of guests.

4.5.       No later than 3 days before the start of the event, the number of guests can only be be increased, not reduced. If more guests appear on the day of performance than the agreed number, the associated costs as stated in the offer or agreement will be charged extra.

4.6.       Bookings are accepted on the basis of post-calculation of products and personnel costs unless expressly stated otherwise in the agreement.

Article 5 Image rights and drawings

5.1.       All images, drawings, ideas and data processed in an offer or order confirmation, or attached to it, are exclusively for use in the context of the order and may not be used by the customer for other purposes, nor provided to any third party. All rights thereto shall remain vested in the contractor.

5.2.       The documents referred to under 5.1 shall remain the property of the contractor. The contractor therefore reserves the right to reclaim those documents.

Article 6 Pricing

6.1.       All prices are exclusive of V.A.T. unless explicitly stated otherwise in the agreement.

All other taxes imposed by the government shall also be borne by the Client. Contractor shall announce these in advance as much as possible. The Contractor shall be entitled to pass on to the Client any government-imposed increases in taxes, excise duties or social security charges.

6.2.       If the contractor provides a composite quotation, there is no obligation to execute part of the quotation at a corresponding part of the price quoted for the whole.

6.3         Quoted prices are valid only for the duration of the quotation. If the quotation leads to an agreement, the price may be increased at a later time but before execution of the order, pursuant to Article 6.4.

6.4.       The agreed prices and rates may be adjusted once a year, starting 3 months after formation of the agreement, based on the CBS consumer price index all households, series 2015=100, spending category ‘All spending’. A price change based on this agreed index shall not entitle the client to end the agreement.

Article 7 Payments

7.1.       Payments shall be made 8 working days after the invoice date, unless otherwise stated in the agreement.

7.2.       Client is obliged:

• 100 % of the agreed room rent to be paid when the reservation is finalised. In case of cancellation, there will be no refund of this reservation sum.
• 25% of the agreed order value as a down payment at the conclusion of the agreement;
• 85% of the agreed order value to be paid by the customer no later than 14 days prior to the execution of the agreement;
• The remaining part of the agreed order value will be paid by the contractor as a final invoice immediately after the execution of the agreement deducting the above-mentioned advance payment
• For each of the payment moments the contractor will send an invoice promptly
• The final invoice shall provide for an accurate specification of the services provided and a specification of services to be invoiced on post-calculation as well as a specification of the VAT 3 version July 2023
• If in the opinion of the Contractor there is reason to do so, the Contractor shall be entitled to demand a down payment of 100% of the total budgeted order value or the Contractor shall be entitled to require the Client to provide security in the form of a bank guarantee for the payment of future instalments.

7.3.       If a down payment is not received on time, the contractor has the right to cancel the order immediately and refuse further execution of the order, without being in default. This counts as a cancellation by the customer, and article 8.1 shall apply accordingly.

7.4.       If the client has not paid in full within 8 days of the invoice date, the client will be declared in default with effect from the date on which the payment period expired. Until the date of payment, the customer shall owe the Contractor on the outstanding amount the statutory interest until the date of full payment of the invoice.

7.5.       In the event that the Client is in default of payment or other obligations, the Client shall owe compensation for all costs incurred by the Contractor in obtaining payment out of court, hereinafter referred to as ‘collection costs’.  These collection costs will be determined in accordance with the law. The mere fact that the contractor has called in legal assistance demonstrates the obligation to pay collection costs. In addition, the customer will be charged the costs of legal measures to obtain satisfaction, if the contractor proceeds to do so.

7.6.       If, in the opinion of the Contractor, the Client’s creditworthiness so warrants, the Supplier is entitled to require the Client to provide security in the form of a bank guarantee for the payment of future instalments.

7.7.       The Client may rely on settlement

7.8.       Any disagreements between the Supplier and the Client as a result of complaints submitted by the Client or on any other grounds shall not entitle the Client to suspend his payment obligations, unless he has been expressly authorised to do so by the competent court.

7.9.       The digital invoice in the client’s possession satisfies the requirements set out in article 35 paragraph 1 of the Turnover Tax Law and serves as full proof for the purposes of the various (administrative) instances and as full proof of the interest being due as well as the day on which the interest calculation starts.

Article 8 Cancellations

8.1.       The client may cancel the agreement, but the following cancellation costs will apply

• For cancellation more than 120 days prior to the (first) day of performance, the customer is obliged to pay 50% of the contract price to the contractor.
• For cancellation more than 30 days prior to the (first) day of performance, the customer is obliged to pay 75% of the contract price to the contractor.
• For cancellation less than 30 days prior to the (first) day of performance, the customer is obliged to pay 100% of the contract price to the contractor.

8.2.       Cancellation by the customer may only be effected by registered letter or e-mail. The calculation of the cancellation costs shall be based on the date on which the written cancellation reaches the contractor.

8.3.       The Contractor reserves the right to cancel the contract if it subsequently proves to be in conflict with government regulations, or generally accepted standards in society, values and common sense, even if the order has already been confirmed and/or a start has been made on its performance. This applies as a cancellation by the client, and Article 8.1 shall apply accordingly.

Article 9 Execution

9.1.       The execution of the agreement between the client and the contractor is based on the nature of the event indicated by the client, specified numbers and specified circumstances. If the Client’s statement does not correspond to the actual numbers, circumstances or nature of the event, the Contractor shall not be liable for any consequences thereof.

9.2.       The Client guarantees that the Contractor can carry out all necessary preparations at the location in good time under free provision of the necessary facilities such as gas, water and electricity and rooms unless agreed otherwise.

9.3.       If the Client fails to strictly comply with any obligation arising for him from an agreement with the Contractor, the Contractor will be entitled to suspend the performance of all obligations towards the Client and to dissolve all agreements with the Client, without notice of default or legal intervention being required, while retaining the right to receive compensation. In that case, all that the client owes the contractor will be immediately due and payable.

9.4.       Unless otherwise stated in the offer, the contractor shall be entitled to have certain work within the order performed by third parties not employed by the contractor without notice and without the client’s consent, if, in the contractor’s opinion, this promotes the proper and efficient performance of the order.

9.5.       If the performance of the agreement requires the consent of a third party, the client shall ensure that the consent is obtained in good time at the client’s expense. At least one week prior to the performance of the assignment the Client shall provide written proof to the Contractor. Failure to obtain the required consent shall be entirely at the client’s risk.

9.6.       The contractor shall take measures to ensure the confidentiality of all data and information made available to the Contractor. The contractor shall not disclose such data and information to third parties without the Client’s written consent.

9.7.       If the contractor delivers food and beverages, without staff, to the client, the client has a two-hour guarantee on the quality of the food from the time of delivery.

9.8.       If client and/or guests of client were to take food from the location, this is at the own risk of the client and/or his guests.

9.9.       If the client has retained the supply of certain materials and/or the performance of certain parts of the agreement, the client shall be liable for non-timely supply or non-timely performance thereof.

9.10      If the Contractor cannot deliver ordered products due to circumstances beyond his control – e.g. shortages or supply problems from suppliers, etc. – Contractor is entitled to use alternative products. These used products may give reason for post-calculation.

9.11.     If necessary, the Contractor will make use of the in-house first aid team of the Client. Client is therefore responsible for ensuring that sufficient first aiders are present on his project site during the party, unless otherwise agreed in writing.

9.12.     Client may inform the Contractor of any dietary requirements up to two weeks in advance. These include allergies, vegetarian, pregnancy diet, Muslims, diabetics, etc. Client can still pass this on at a shorter notice, but considering the purchasing, there is a chance that the dietary wishes can then no longer be met in full.

9.13.     Quality and nutritional value of materials and meals, variety and composition of menus, preparation and preparing for distribution of meals, care of washing up, waste disposal from the kitchen and general hygiene and food safety shall at all times comply with the legal requirements, the Catering Hygiene Code.

Article 10 Personal data

If Parties need to record personal data, this will be done in full compliance with applicable laws and regulations. If necessary, a cerwerker agreement may be concluded between Parties.

Article 11 Transport and working conditions

11.1.     Unless otherwise agreed, the choice of transport is the Contractor’s. The Client shall be obliged to take all measures for the prompt unloading of the goods. The Contractor is not responsible for the Client’s method of storage. If the Client has failed to take timely measures to take delivery of the goods, the Contractor shall be entitled to unload and store these goods at the Client’s expense and risk by which the Contractor has fulfilled its obligation to deliver. The contractor reserves the right to deliver the goods in batches.

11.2.     The Client undertakes to ensure in good time that the work not included in the Contractor’s order is carried out as required by the Contractor and so timely that the delivery and setting up of the required inventory and goods are not delayed, that access to the areas in which the contractor is working is unobstructed and that, in general, the work on site can proceed properly and without interruption.

11.3.     The Client shall give the Contractor the space to be able to work in accordance with the legal regulations on hygiene, working conditions and the environment. The Contractor can provide the Client with a checklist if required.

Article 12 Objections

12.1.     During the execution of the order provided, the client is obliged to check whether the execution of the order corresponds to what the client wishes.

12.2.     Objections shall only be possible in writing, stating reasons, within 5 working days after execution of the contract. The starting point for objections is the offer or agreement between the parties. Obvious printing, writing and/or typing errors, or lack of clarity in offers, agreements and/or leaflets are not binding for the contractor.

12.3.     A provable defect in any part of the performance of the order shall not entitle the client to reject the overall performance delivered.

12.4.     The Contractor accepts no responsibility for shortcomings caused or arising through the fault or actions of the Client or third parties, or through external causes.

12.5.     In case the objection concerns an invoice received, it must be notified to the contractor by registered letter or registered e-mail within 8 days from the invoice date. Objections that reach the Contractor after the aforementioned period of 8-days, need no longer be dealt with by the contracted party. After expiry of the aforementioned period of 8 days, the customer will be deemed to have accepted the invoice sent to him.

12.6.     The Client is responsible for the remittance of rights in relation to the playing of live/mechanical music, on which copyrights are to be paid during an event held at a Contractor’s venue.

Article 13 Liability

13.1.     The Contractor shall never be liable for any damage whatsoever suffered by the Client and/or his guests and/or those accompanying them and/or third parties, unless the damage is the direct result of deliberate or gross failure on the part of the Contractor.

13.2.     Any liability on the part of the contractor, for whatever reason, shall always be limited to a maximum of the agreed price of the order or, in the event that it is more than this, the amount compensated by the Contractor’s liability insurer.

13.3.     If the proportion of the performance to be delivered to the Client in relation to the extent of the damage suffered by the Client gives cause to do so, the damage to be compensated by contractor shall be reduced.

13.4.     Corporate damage and other indirect damage are not entitled to compensation. The Client should insure himself against such damages, if required. Should it be established in court that the Contractor is nevertheless responsible for corporate damage, paragraphs 1, 2, 3 and 4 of this article shall apply accordingly.

13.5.     The Client shall at all times be deemed to be the owner, tenant or user of the space, even if the lease was negotiated by the Contractor. The contractor accepts no liability for damage caused to the space by the Client or others during the period of use and the Client agrees to pay for such damage.

13.6. If flagpoles or necessary anchoring of rental or furnishing materials and tent pavilions are installed on the instructions and/or with the consent of the client, the contractor does not accept any liability for any damage that may occur.

13.7.     The client is liable for all damage that has and/or will arise for the contractor and/or any third party as a direct and/or indirect result of default and/or wrongful acts by the client and/or his guests and/or those accompanying them, as well as for the damage caused by any animal and/or any substance and/or any object of which the client and/or his guests and/or those accompanying them are the holder and/or which are under their supervision.

13.8.     The contractor is not liable for loss or theft of property of the client and/or his guests and/or those accompanying them at the place where the assignment is performed.

13.9.     If an order is given by two or more clients, being natural or legal persons, these persons shall each be jointly and severally liable for the full performance of the client’s obligations under the agreement.

Article 14 Complaints

14.1.     The Client must report complaints about the quality of food and/or beverages to the Contractor immediately after a defect has been discovered, so that the Contractor has the opportunity to check the validity of the complaint or have it checked on the spot and, if possible, to remedy it. The above period applies if the services are provided during normal working hours. If the services are performed outside these normal working hours, notification must be made immediately on the first working day following.

14.2      Any complaints shall only be considered by the Contractor if the Client informs the Contractor of the defects immediately upon their discovery and then notifies the Contractor in writing within 5 working days, accurately stating the nature and grounds of the complaints, as well as when and how the defect was discovered.

Article 15 Ownership of goods

All tableware, silverware, tables, chairs, linen and other non-consumptive goods provided by the contractor shall remain the property of the contractor. If goods belonging to the contracted party are left behind, the client must report this to the contracted party immediately and discuss the manner of returning the goods in question. Damage to or loss of these goods caused by the client or his guests or staff must be compensated by the client to the contractor at cost price.

Article 16 Force majeure

16.1.     Force majeure for the Contractor shall include all circumstances beyond the control of the Contractor, which prevent the normal performance of the agreement. As force majeure shall in particular include delays caused by unexpected traffic jams; such delays and their consequences can never be attributed to the Contractor and shall never be for its account.

16.2.     If there are government measures as a result of a pandemic or other crisis, Client cannot terminate the order/agreement and in that case the agreed price shall be paid by the Client. The Client may, however, reschedule the contracted event or assignment at a later date and will receive a discount given by the Contractor. How much discount depends on the circumstances of the case and will be further determined between the Parties.

16.3      In the event of force majeure, the Client shall give the Contractor the opportunity to fulfil its obligations for one month after the agreed date of delivery unless, as the parties are aware, it is a binding date.

16.4.     Special circumstances causing stagnation in preparation or delivery, be it foreseen or unforeseen, shall suspend the Contractor’s obligation to deliver for the duration of such circumstance.

16.5.     If the order is to be performed in premises provided by third parties, the Contractor shall not be liable in any way if the premises in question are not actually provided by the relevant third parties.

Article 17 Applicable law

17.1.     All agreements concluded between the contractor and the client are only subject to the laws of the Netherlands.

17.2.     In the event of a difference in interpretation between the Dutch document and any foreign translation thereof, the interpretation according to the Dutch version shall be binding.

Article 18 Conflicts

All conflicts concerning or arising from or related to the offers made by the contractor and the agreements concluded with the contractor as well as all claims for non-payment shall be brought exclusively before the absolutely competent court in the place of business of the contractor, unless the contractor chooses to bring the claim to the court of the client’s residence.