Filed with the Chamber of Commerce under the name Allard Studio’s BV and Allard Equipment BV. These conditions will be sent upon request.

GENERAL TERMS AND CONDITIONS OF ALLARD STUDIO’S BV & ALLARD EQUIPMENT BV

A. GENERAL PART

1. Applicability

1.1. These terms and conditions shall apply exclusively to all agreements, offers, quotations, options, assignments and other legal acts between Allard Studio’s BV or Allard Equipment BV (hereinafter each separately and jointly referred to as “Allard”) and a third party instructing Allard (hereinafter the “Client”), unless expressly agreed otherwise in writing.

1.2. These general terms and conditions shall also apply to agreements with Allard in which Allard makes use of a third party.

1.3. Allard expressly rejects the applicability of any (general) terms and conditions invoked or used by the Client. The use by the Client of any (general) terms and conditions, whether printed on, referred to in, or declared applicable in a document or any correspondence, or otherwise provided or made available by or on behalf of the Client, shall have no effect on agreements, offers, quotations, assignments and other legal acts between Allard and the Client.

2. Quotations and offers

2.1. All quotations and offers issued by Allard shall remain valid for a period of 7 (seven) days after they have been issued, unless agreed otherwise in writing.

2.2. Allard shall not be bound by a quotation or offer if it contains an obvious mistake or clerical error, which the Client could reasonably have understood to be an obvious mistake or clerical error.

2.3. The prices stated in the quotation or offer are exclusive of VAT and any other government-imposed levies. Other costs to be incurred in the context of an agreement are likewise not included in the prices, unless agreed otherwise in writing.

2.4. Offers or quotations shall not automatically apply to future orders.

2.5. Allard shall perform the activities arising from the agreement to the best of its knowledge and ability and in accordance with the standards of good workmanship, based on the state of science and technology available at that time.

3. Option

3.1. The Client may, in consultation with Allard, take an option on one or more services of Allard. Such an option means that Allard shall keep the relevant service(s) available for the Client on the date indicated by the Client for a period up to no later than seven (7) days from the quotation issued by Allard.

3.2. The option shall automatically lapse if the Client has not accepted the relevant quotation in writing or in another agreed manner no later than seven (7) days from the date of the quotation issued by Allard.

3.3. If the Client accepts Allard’s quotation in time, a legally valid agreement shall be formed between the parties, to which the other provisions of these general terms and conditions shall apply.

3.4. As long as the Client has not accepted the quotation within the period referred to in Clause 3.2 above, no agreement shall be formed and Allard shall have no obligation whatsoever towards the Client, including but not limited to the obligation to perform the service or ensure availability on the relevant date. In such case, Allard shall not owe any financial compensation whatsoever to the Client, regardless of the reason for the lapse of the option or the failure to form the agreement.

4. Duration of the agreement

4.1. The agreement shall be entered into for a fixed term, unless the parties expressly agree otherwise in writing.

4.2. If the agreement has been entered into for a fixed term and the parties do not make any further written arrangements regarding extension, the agreement shall terminate by operation of law upon expiry of the agreed term. If the parties in fact continue the cooperation after expiry of the term without a written agreement, the agreement shall be deemed to have been tacitly extended for the same period as the original term, under the same conditions, unless agreed otherwise in writing.

4.3. A term agreed between the parties or stated by them shall never constitute a strict deadline, unless agreed otherwise. If a term is exceeded, the Client must give Allard written notice of default and grant Allard a reasonable term within which Allard can still perform its obligations.

5. Performance and amendment of the agreement

5.1. In performing the agreement, Allard shall be entitled to have work carried out by a third party. The applicability of Sections 7:404 of the Dutch Civil Code (“DCC”), 7:407 paragraph 2 DCC and 7:409 DCC is expressly excluded.

5.2. Delivery shall in principle take place ex works at Allard, unless the parties agree otherwise in writing.

5.3. At the moment the goods are made available to the Client, the Client shall be obliged to take delivery of the goods within the period set for that purpose. If the Client does not take delivery of the goods, or does not do so in time, Allard shall be entitled to store the goods at the Client’s expense and risk.

5.4. Allard shall be entitled to perform the agreement in different phases and to invoice the phases separately.

5.5. If the agreement is performed in phases, Allard may suspend performance of the next phase until the results of the preceding phase have been approved in writing.

5.6. The Client shall ensure that all data which the Client can reasonably understand to be necessary for the performance of the agreement is provided to Allard in a timely manner. If the Client fails to do so, Allard shall be entitled to suspend performance of the agreement and/or charge the Client for all resulting costs.

5.7. Allard shall not be liable for any damage whatsoever if it has relied on data provided by the Client that is incorrect and/or incomplete.

5.8. If the agreement is amended, including by way of a supplement, Allard shall only commence performance of the relevant amendment after both parties have agreed in writing to the price applicable to the performance and the other conditions.

5.9. If the Client fails in the proper performance of what it is obliged to do towards Allard Studio’ under the agreement, the Client shall be liable for all direct and indirect damage on the part of Allard.

5.10. If a fixed fee or fixed price has been agreed, Allard shall be entitled to increase the price if this results from a legal obligation, an increase in the prices of raw materials, wages or other cost factors, or on the basis of other reasons that could not reasonably have been foreseen when entering into the agreement.

5.11. Allard shall be entitled to make use of trainees in the performance of the agreement. Allard shall not charge the Client any additional costs for this.

5.12. Persons engaged or hired by the Client shall be deemed to have authority to act on behalf of the Client. All acts and statements of persons engaged or hired by the Client shall therefore be deemed to have been performed on behalf of the Client and shall fully bind the Client. The Client shall be liable for all consequences arising from such acts and statements, as if these had been made by the Client itself.

6. Unilateral amendment

6.1. Allard reserves the right to unilaterally amend these general terms and conditions. Amendments shall enter into force on the date determined by Allard, whereby Allard shall notify the Client in writing or electronically of the intended amendments no later than 30 days in advance.

6.2. If the Client does not agree to the intended amendments or additions, it shall have the right to terminate the agreement in writing before the date on which the amendments enter into force. In that case, no right to any compensation or refund of amounts already paid shall arise.

6.3. Continuation of the agreement after the effective date of the amendments without written objection from the Client shall be regarded as acceptance of the amendments.

6.4. Minor or technical amendments of a subordinate nature, which do not materially affect the rights and obligations of the Client, may be implemented unilaterally at any time and without prior notice.

6.5. A termination by the Client on the basis of an amendment to the general terms and conditions shall not release the Client from payment obligations that arose before the effective date of the amendment.

7. Suspension and dissolution of the agreement

7.1. Allard shall be entitled to suspend performance of its obligations, or to dissolve the agreement in whole or in part, if:

– the Client does not perform, does not fully perform, or does not timely perform its obligations under the agreement;
– after entering into the agreement, Allard has good grounds to assume that the Client will not perform its obligations under the agreement;
– the Client has been requested to provide security for the performance of its obligations and such security is not provided or is insufficient;
– due to delay on the part of the Client, Allard can no longer reasonably be required to perform the agreement under the same conditions.

7.2. In the event of dissolution of the agreement, all claims of Allard against the Client shall become immediately due and payable. In the event of suspension, Allard shall retain its claims under the law and the agreement.

7.3. In the event of suspension or dissolution of the agreement, Allard shall not be obliged to compensate any damage and/or costs suffered or incurred by the Client.

7.4. If the dissolution of the agreement is attributable to the Client, Allard shall be entitled to charge all direct and/or indirect damage to the Client. In that case, the Client shall be fully liable for the damage suffered by Allard as a result.

7.5. Allard shall be entitled to dissolve the agreement with immediate effect, terminate it (interim) or cancel the order, without any obligation to pay damages, in the event of:

– bankruptcy, debt restructuring or suspension of payments of the Client;
– attachment levied against the Client;
– any other circumstance that arises as a result of which the Client can no longer freely dispose of its assets.

If the Client goes bankrupt, applies for suspension of payments or is in financial difficulties, Allard shall have the right to require additional security, including but not limited to a bank guarantee or deposit, before performance of the agreement is continued.

7.6. In the event of premature termination by the Client, Allard shall not be obliged to pay any compensation to the Client, except in cases of gross negligence or wilful misconduct on the part of Allard.

7.7. In all aforementioned cases, Allard’s claims against the Client shall become immediately due and payable.

8. Force majeure

8.1. Allard shall not be obliged to perform any obligation under the agreement if it is hindered from doing so by a circumstance that is not attributable to its fault, and which is not for its account pursuant to the law, a legal act or generally accepted standards in society.

8.2. Force majeure shall exist if and insofar as circumstances, foreseen or unforeseen, make performance impossible or unreasonably difficult, including, but not limited to: a) force majeure, war, terrorist attacks, riots, b) delays in delivery or shipment, c) illness of employees such that performance is not reasonably possible, d) strikes, legal blockades, labour disputes within or against Allard, its suppliers or non-employees, e) other problems with production or delivery on the part of Allard or its suppliers and/or problems with transport by Allard or by third parties, such as but not limited to operational malfunctions, delayed deliveries/shipments on the part of Allard’s suppliers and traffic disruptions, f) damage to production caused by fire, storm or another extreme unforeseen cause and g) government measures, including, but not limited to, import and export bans or refusal of permits.

8.3. Allard shall have the right to suspend its obligations under the agreement during the period that the force majeure situation continues. If this period lasts longer than 2 (two) months, each of the parties shall have the right to dissolve the agreement in whole or in part. In the event of dissolution, Allard shall not be obliged to pay any compensation.

8.4. Allard shall be entitled to invoice for work performed prior to the occurrence of the force majeure situation. The Client shall be obliged to pay this invoice as if it were a separate agreement.

9. Payment terms and consequences of non-payment

9.1. Payment must always be made within 21 (twenty-one) days after the invoice date, unless the parties agree otherwise.

9.2. Allard shall be entitled to invoice periodically if the project covers several months.

9.3. All stated prices are in Euro and exclusive of VAT.

9.4. Discounts shall lapse at the moment the Client fails to make timely payment of the invoice.

9.5. At the moment the Client is in default, it shall owe the statutory commercial interest, but at least a contractual interest of 1.25% per month on the outstanding amount.

9.6. Allard shall at all times be entitled to set off what it has to claim from the Client, whether or not due and payable or subject to a condition, against a counterclaim of the Client against Allard, whether or not due and payable. If possible, Allard shall notify the Client in advance of the use of its right of set-off. With regard to what the Client owes, the Client shall not be entitled to invoke set-off with any claim it may purport to have against Allard. Nor shall the Client be entitled to invoke any right of retention in respect of any item held by the Client and to be delivered to Allard.

9.7. An objection to the amount of the invoice shall never suspend the payment obligation.

9.8. If the Client does not pay within the agreed payment term, it shall be in default by operation of law and therefore without further notice of default. If the agreed payment term is exceeded, Allard shall be entitled to charge the statutory commercial interest pursuant to Section 6:119a DCC (but at least 1.25% per month), and the Client shall also owe both 15% in extrajudicial collection costs and, if applicable, the full and actual legal costs, to be calculated on the principal sum including the statutory commercial interest. Any judicial and enforcement costs shall likewise be recovered from the Client.

9.9. If the Client does not comply with the payment term as stated in Article 9.1 of these general terms and conditions, all discounts granted by Allard to the Client shall immediately lapse and the Client may no longer derive any rights from any agreed discounts.

10. Warranties, inspection and complaints, and limitation period

10.1. The goods and/or services to be delivered by Allard shall meet the usual requirements and standards that may reasonably be imposed on them at the time of delivery, and for which they are intended under normal use in the Netherlands. The warranty referred to in this article shall apply exclusively to goods intended for use within the Netherlands.

10.2. Allard only supplies goods produced by a third party. The warranty is therefore limited to the warranty period provided by that third party.

10.3. The warranty shall lapse when:

– a defect is the result of or arises from unskilled or improper use by the Client;
– improper storage or maintenance by the Client has taken place;
– the Client or a third party instructed by the Client has made or attempted to make modifications, without Allard’s prior written consent;

10.4. The Client shall likewise have no claim to any warranty if the defect has arisen from or is the result of circumstances over which Allard has no control, including but not limited to weather conditions.

10.5. Allard shall not be obliged to carry out repair work as long as the Client remains in default with regard to any obligation towards Allard.

10.6. The Client shall be obliged to inspect the delivered goods/services immediately after the goods have been made available to it and/or the activities have been carried out. Any visible defects must be reported to Allard Studio’s within 24 hours. Hidden defects must be reported to Allard no later than within one week after discovery. The Client shall render Allard all cooperation necessary for investigation of the defect.

10.7. A timely complaint shall not suspend the Client’s payment obligation.

10.8. If the Client does not comply with the time limits of Article 10.6, the right to repair, replacement or compensation shall lapse.

10.9. If it appears that a complaint regarding an alleged defect is unfounded, the costs that Allard has had to incur shall be borne in full by the Client.

10.10. After expiry of the warranty period, all costs for repair and/or replacement, including but not limited to administration, shipping and call-out costs, shall be charged to the Client.

11. Liability

11.1. If Allard is liable, such liability shall be limited to what is regulated in this provision.

11.2. Allard shall not be liable for damage caused by reliance on incorrect or incomplete data provided by or on behalf of the Client. The Client is responsible for the accuracy and completeness of all data provided to Allard.

11.3. If Allard is held liable for any damage, liability shall be limited exclusively to the invoice value of the order, or at least to that part of the order to which the liability relates. If there are multiple orders, Allard shall only be liable for the damage arising from the specific order that caused the damage.

11.4. Allard’s liability shall in any event be limited to the amount paid out by the insurer in the relevant case. If Allard has a deductible under the insurer’s policy, such deductible shall be at the Client’s expense and risk.

11.5. Allard shall only be liable for direct damage and shall never be liable for indirect damage, including but not limited to consequential damage, lost profit, lost savings and damage due to business interruption.

11.6. The limitations of liability set out in this article shall not apply if the damage is due to intent or gross negligence on the part of Allard or its managerial subordinates.

11.7. Allard shall not be liable for damage arising from the deployment of third parties engaged by the Client or for the work carried out by such third parties, including subcontractors, suppliers or other contractual counterparties. The Client shall at all times remain responsible for the quality of the work of such third parties and for the damage resulting from their acts or omissions.

11.8. Allard shall not be liable for damage resulting from the use of materials, tools, software or other means provided to the Client, unless such materials, tools or software are defective and directly related to the damage.

11.9. The Client acknowledges that the performance of the activities may depend on external factors, such as availability of materials, suppliers or other third parties. Allard shall not be liable for delays, damage or other consequences resulting from such external factors.

11.10. The force majeure provision as included in Article 8 of these general terms and conditions shall apply to Allard’s liability. In the event of force majeure, as defined in Article 8, Allard shall not be liable for any damage as a result of failure to perform, late performance or incomplete performance of its obligations.

11.11. In the event of a claim falling outside the scope of this article, and for which Allard is liable in accordance with the law, Allard’s liability shall at all times be limited to the amount invoiced by Allard to the Client under the relevant agreement, with a maximum of EUR 10,000, unless agreed otherwise in writing.

11.12. Any claim by the Client for damages or any other claim by the Client arising from the agreement shall become time-barred after 12 months from the moment the Client discovered or could reasonably have discovered the damage, unless agreed otherwise in writing.

11.13. Allard’s liability for any damage, even if arising from a shortcoming in the performance of the agreement, shall not release the Client from the obligation to make payments as agreed, unless agreed otherwise in writing.

12. Indemnity

12.1. The Client shall fully indemnify Allard against all third-party claims arising from the performance of the agreement, insofar as the cause thereof cannot be attributed to Allard. If Allard is held liable by third parties, the Client shall be obliged to support Allard without delay, both legally and by taking all reasonable measures to ward off, contest or limit the claims. This includes taking immediate and adequate action to prevent further damage. If the Client fails to take adequate measures, Allard shall have the right, without prior consent of the Client, to take the necessary steps to ward off or limit third-party claims.

12.2. The costs related to the indemnity, including but not limited to legal costs, indemnifications and other financial consequences for Allard arising from third-party claims or from other circumstances relating to the performance of the agreement, shall be entirely at the Client’s expense and risk. This applies regardless of whether these costs arise from the intervention of third parties or from other circumstances related to the performance of the agreement, including but not limited to damage arising on the part of Allard and third parties.

12.3. The Client’s indemnification obligation shall also remain in force after termination or dissolution of the agreement, insofar as third-party claims relate to events that took place during the performance of the agreement or that arise from circumstances that occurred during the term of the agreement.

13. General provisions

13.1. If one or more provisions in these general terms and conditions are wholly or partially null and void or are annulled at any time, the remaining provisions of the general terms and conditions shall remain fully in force and effect. In such case, the parties shall consult in order to agree on a replacement provision that corresponds as closely as possible to the intention and purport of the original provision.

13.2. The parties undertake to maintain strict confidentiality with regard to all information which they obtain from each other in the context of the agreement and which can reasonably be assumed to be confidential in nature. This confidentiality shall remain in force after termination of the agreement. Without the prior written consent of the other party, such information shall not be provided to third parties, unless the information was already publicly known or a party is obliged to provide the information on the basis of a legal obligation or an order from a competent authority.

13.3. Both parties shall at all times comply with the applicable privacy legislation when processing personal data, including but not limited to the General Data Protection Regulation (GDPR). Allard has published a privacy statement on its website explaining how it handles personal data. Allard reserves the right to request a copy of the Client’s passport and/or identity document for verification purposes, with non-relevant data redacted in accordance with the GDPR.

14. Governing law and disputes

14.1. All legal relationships to which Allard is a party shall be governed exclusively by Dutch law.

14.2. The court of the District Court of Amsterdam shall have exclusive jurisdiction to hear disputes between Allard and the Client, unless mandatory law provisions prescribe otherwise.

14.3. Before going to court, the parties shall make every effort to resolve the dispute in mutual consultation and amicably.

B. RENTAL AND SALE OF MOVABLE PROPERTY

This Section B. shall apply in addition to Section A. if Allard rents out or sells movable property (hereinafter the “Equipment”) to the Client. In the event of inconsistencies between the sections, Section B shall prevail, unless expressly stipulated otherwise by Allard in these general terms and conditions.

15. Rental conditions

15.1. Rental shall take place for a predetermined and specified rental period. The rental period shall only be entered into per full day.

15.2. The rental period commences at the moment the Equipment leaves Allard’s storage location and ends at the moment the Equipment has been received back by Allard. If Allard is responsible for transporting the Equipment, the rental period begins at the moment the goods have respectively been unloaded from and loaded onto the means of transport.

15.3. The Client shall have the right to inspect the Equipment in advance to verify whether the Equipment is complete and free from defects. As soon as the rental period commences, the Equipment shall be deemed to have been delivered complete and free from defects.

15.4. If the Client fails to collect the Equipment on the agreed date or within the agreed term, the Client shall remain obliged to pay the rental price for the full agreed rental period.

15.5. If Allard or third parties engaged by it perform activities on the Client’s premises or at a location designated by the Client in the context of the agreement, the Client must, at its own expense, ensure the required facilities are available. Instructions given by Allard’s employees must always be followed.

15.6. The Client shall not be permitted to rent out, lend or provide the Equipment to third parties for use, unless the parties have expressly agreed otherwise in writing.

16. Return of rented property

16.1. The Client shall be obliged to return the Equipment to Allard, or to another place agreed in writing, no later than on the agreed return date and in the same condition as at the start of the rental period.

16.2. If damage to the rented property is observed upon return of the Equipment, the Client shall be obliged to compensate such damage immediately and in full. In the event of damage to the Equipment, the damage shall include both the repair costs and the rental price for the period necessary for the repair.

16.3. If the agreed rental period has expired and the Client has not returned the Equipement in time, the Client shall be in default by operation of law without notice of default. In that case, Allard shall have the right to retrieve the Equipment at the Client’s expense. For each day that the Equipment is returned late, the Client shall owe compensation equal to the daily rental price, increased by 50% (fifty percent), without prejudice to Allard’s right to claim additional damages.

16.4. In addition to the Equipment, the Client must also return all operating and consumable materials, including reserve material, upon return. If such materials are missing or have become unusable, Allard shall be entitled to charge the Client the new replacement value of these materials.

17. Use of rented property

17.1. The Client shall not be permitted to use the Equipment outside the Netherlands without prior consultation with and written permission from Allard. It is also not permitted to pledge, alienate or encumber the Equipment. The Client undertakes to use the rented property in accordance with the (statutory) requirements of good tenancy.

17.2. The rental agreement is personal in nature and may not be transferred to a third party without Allard’s express written consent.

17.3. The rented property must always be used in accordance with Allard’s instructions. It is prohibited to operate Equipment for which a driving licence is required without a driving licence. In the event of violation, the Client shall be fully liable for the damage arising therefrom and shall fully indemnify Allard against any liability.

17.4. Allard shall at all times be entitled to inspect, maintain or repair the Equipment. The Client hereby grants Allard access in advance to the location where the Equipment is located. Carrying out maintenance or repair work shall not be a reason to reduce the agreed rental price.

17.5. If normal wear and tear exists and repair work is necessary, the Client must report this to Allard. Allard shall be given the opportunity by the Client to perform the repair work. All costs arising from such work, if caused by conduct of the Client, shall be borne by the Client.

17.6. It is prohibited at all times for the Client to independently carry out maintenance or repair work on the Equipment.

17.7. In the event of theft, loss or damage to the Equipment, or if attachment is levied on the Equipment, the Client shall be obliged to report this to Allard without delay, but in any event within 24 hours. If the Client fails to report this, it shall be liable for the damage suffered by Allard as a result. In addition, the Client shall be obliged to immediately file a report with the competent authorities and to provide Allard with the official report of such filing within a reasonable period.

17.8. All permits necessary to use the Equipment for the Client’s intended purpose must be arranged by the Client itself. Allard shall under no circumstances be responsible or liable for obtaining such permits.

17.9. If a competent authority imposes a fine and/or sanction due to the Client’s use of the Equipment, the Client shall be obliged to reimburse such costs to Allard. The Client shall also be obliged to contest the fine and/or sanction amount. The costs incurred by Allard shall be passed on to the Client, increased by a surcharge of 50% of the fine or sanction amount. The Client shall fully indemnify Allard against any liability in relation to the fine and/or sanction.

18. Insurance and deposit

18.1. Allard has insured the Equipment, both for its own benefit and for the benefit of the Client.

18.2. A deductible of EUR 1,500 (one thousand five hundred euros) shall apply per claim, except for damage caused by loss or damage due to negligence or improper use by the Client. In the event of negligence or improper use, the Client shall be fully liable for the damage and must compensate it itself.

18.3. The deductible applicable per claim, as determined in Clause 18.2, shall be entirely at the Client’s expense and risk. The Client shall be obliged to pay this amount immediately after the occurrence of a claim.

18.4. Allard shall be entitled, when entering into the agreement, to require a deposit from the Client of up to 10% (ten percent) of the total rental price of the Equipment, or, at Allard’s option, the market value or replacement value of the Equipment as determined by Allard. The deposit shall be repaid by Allard at the moment the Equipment has been returned to Allard on time and without damage. Allard shall have the right to set off the deposit against damage caused to the Equipment.

18.5. Allard shall have the right to withhold the deposit in whole or in part in order to compensate damage caused to the Equipment, as well as other costs that Allard has had to incur in connection with the rented Equipment. The Client agrees that Allard may use the deposit to cover the damage, regardless of the nature or cause of the damage.

18.6. If the damage to the Equipment exceeds the amount of the deposit, the Client shall be obliged to compensate the additional amount of damage to Allard without delay, so that Allard is fully compensated for the damage it has suffered.

18.7. If the Client fails to pay the damages, Allard reserves the right to take legal steps to recover the outstanding amount, including but not limited to collection costs, interest and other legal costs.

19. Retention of title and warranty

19.1. In the event of sale of Equipment, the Equipment delivered under the agreement shall remain the property of Allard until the Client has fully and correctly fulfilled all obligations under the agreement, including but not limited to full payment of the agreed price.

19.2. The Equipment delivered by Allard shall remain subject to Allard’s retention of title. The Client shall not be entitled to resell, pledge, rent out or otherwise encumber the Equipment, in whole or in part, without Allard’s express written consent.

19.3. The Client shall be obliged to do everything that may reasonably be expected of it in order to safeguard Allard’s ownership rights. If third parties attach the Equipment delivered subject to retention of title or wish to establish or assert rights thereon, the Client shall be obliged to notify Allard thereof immediately in writing and, at Allard’s request, cooperate in lifting such attachment.

19.4. The Client shall be obliged to insure and keep insured the Equipment delivered subject to retention of title against risks including fire, water damage and theft. At Allard’s first request, the Client shall provide access to the insurance policy, and such policy must meet Allard’s requirements.

19.5. In the event that Allard wishes to exercise its ownership rights, the Client hereby grants Allard, or a third party engaged by Allard, unconditional and irrevocable permission in advance to enter the place where the Equipment is located and to take it back, without prior permission from the Client being required.

19.6. For all Equipment sold by Allard, in deviation from the warranty referred to in Article 10 of these general terms and conditions, only the manufacturer’s warranties shall apply, as provided by Allard’s supplier. The Client shall be deemed, upon purchase of the Equipment, to be fully aware of and to accept the warranty conditions of Allard’s supplier. Under no circumstances shall Allard be responsible for any warranty, repair or replacement of the Equipment, unless explicitly agreed otherwise in writing.

20. Cancellation by the client (Equipment)

20.1 Cancellation of an agreement for the rental and/or sale of Equipment must be made in writing, by e-mail or by registered letter. The date of receipt by Allard shall apply as the cancellation date.

20.2 Cancellation shall only be permitted if one of the situations listed below applies and Allard has agreed in writing in advance to the reason for cancellation put forward by the client:

a. a material and demonstrable change in the client’s production planning which renders the use of the rented Equipment entirely impossible; or
b. an unforeseen circumstance outside the client’s sphere of influence which reasonably prevents the client from making use of the Equipment; or
c. another ground for cancellation accepted by Allard in writing.

20.3 If a cancellation takes place, the client shall owe a cancellation fee in accordance with the scale set out below:

• Cancellation within seven (7) days before the agreed delivery or rental date: 50% of the agreed price;
• Cancellation within three (3) days before the agreed delivery or rental date: 75% of the agreed price.

20.4 Cancellations that do not meet all the conditions of this article – including the requirement of prior written consent by Allard – shall have no legal effect. In that case, the client shall remain fully bound by the agreement, without any right to reimbursement of amounts already paid, without prejudice to Allard’s right to claim full performance and/or damages.

20.5 Costs already incurred or committed by Allard on behalf of the client (including but not limited to reservation, transport, preparation or testing costs) shall be charged in full in the event of cancellation.

C. RENTAL OF STUDIOS

This Section C. shall apply in addition to Section A. if Allard rents out studios to the Client. In the event of inconsistencies between the sections, Section C shall prevail, unless expressly stipulated otherwise by Allard in these general terms and conditions.

21. House rules and Allard instructions

21.1. If the Client rents a studio from Allard (hereinafter the “Studio”), the Client shall be obliged to strictly comply with all instructions of Allard’s staff and the house rules applicable at that time. The house rules are available via the following link: allardstudios.nl/faq. Allard reserves the right to amend these house rules at any time. Failure to comply with the house rules may lead to immediate denial of access to the Studio, without the Client being entitled to reimbursement of amounts paid.

21.2. The Client shall reasonably ensure that local residents near the Studio do not experience nuisance as a result of the Client’s activities. If complaints are received regarding noise nuisance, traffic nuisance or other disturbance, Allard reserves the right to impose additional restrictions or to terminate the rental of the Studio with immediate effect, without reimbursement of any costs already paid. All costs arising from enforcement measures or sanctions by government authorities as a result of nuisance shall be entirely at the Client’s expense. The Client shall be obliged to inform Allard correctly and fully in advance of the intended use of the Studio.

21.3. Allard shall determine at its own discretion whether the Studio is suitable for the intended use by the Client. If Allard considers that the intended use is contrary to laws and regulations, the house rules, or otherwise unsuitable, Allard reserves the right to refuse or terminate the rental without liability for any damage or costs on the part of the Client.

22. Studio rental and handover

22.1. Allard may, entirely without obligation and at its own discretion, grant the Client an option on a Studio of Allard. The offer or quotation shall state the validity period and any costs associated with this option. Before expiry of the validity period, the Client must notify Allard in writing whether it actually wishes to reserve the Studio. If the Client fails to do so, Allard shall have the right to let the option lapse and to charge any processing costs to the Client.

22.2. An offer shall only be converted into an agreement after agreement has been reached between the parties in writing or by e-mail.

22.3. Allard shall invoice the rental of the Studio including VAT. The Client expressly agrees to this taxed rental.

22.4. The Client shall be obliged to use the Studio exclusively for the purpose for which the rental agreement with Allard has been entered into and which has been explicitly communicated to Allard. Deviating use shall not be permitted without Allard’s prior written approval. If the Client uses the Studio for a purpose other than agreed, Allard shall have the right to terminate the agreement with immediate effect without reimbursement of rental amounts and the Client shall be fully liable for all damage and costs resulting therefrom.

22.5. The agreed rental period shall also include the time required for bringing into and removing from the Studio goods, equipment and other materials belonging to the Client and/or third parties. If the Client exceeds the rental period, this shall only be permitted if Allard agrees thereto in advance and in writing. In the event of exceeding the rental period without Allard’s consent, the Client shall owe a fee per additional hour or half-day, as determined by Allard.

22.6. The Client shall be obliged to completely vacate the Studio after the end of the rental period and to deliver it in a clean and original condition, as it was at the commencement of the rental. This includes removal of equipment, materials and waste. If the Client fails to do so, Allard shall have the right to have the Studio cleaned and vacated at the Client’s expense. The related costs shall be determined by Allard and charged directly to the Client. Unless agreed otherwise in writing, the bringing in and removing of goods into and from the Studio shall take place under the supervision of and in accordance with the instructions of Allard’s employees or third parties engaged by Allard.

22.7. The Client shall be fully and exclusively responsible for obtaining and having timely available all necessary permits, consents and approvals required for the use of the Studio. Allard accepts no liability whatsoever for the absence of such permits or any sanctions resulting therefrom.

23. Prices

23.1. All prices stated by Allard are indicative and subject to change. Prices are exclusive of VAT and exclusive of any charges for gas, water, electricity, cleaning and other additional costs, unless expressly stated otherwise.

23.2. Costs for gas, water, electricity and cleaning shall be determined after the end of the rental period on the basis of actual consumption and/or required work and charged separately to the Client. Allard reserves the right to pass on any price increases of utilities or other relevant costs to the Client.

23.3. The final rental price shall be determined on the basis of the actual rental period used, including any extensions, overruns or additional use of the Studio or facilities. If the Client exceeds the agreed rental period, the additional costs shall be determined on the basis of subsequent calculation and charged directly to the Client without prior consent.

23.4. Additional costs resulting from overuse of facilities, additional services, extra amenities, or the deployment of managers and/or staff of Allard shall likewise be charged to the Client afterwards on the basis of subsequent calculation.

23.5. Allard reserves the right to revise and amend rates, even if a quotation or price statement has already been provided to the Client. If a price change takes place after the agreement has been entered into, but before the rental period has commenced, the Client shall be informed thereof in a timely manner. In the event of a price increase, the Client shall have the right to terminate the agreement within five (5) working days after notification of the price change, without any right to damages or any other compensation.

24. Cancellation by the Client (Studios)

24.1 Cancellation of the rental agreement for the Studio must be made in writing, by e-mail or by registered letter. The date of receipt by Allard shall apply as the cancellation date.

24.2 Cancellation shall only be permitted if one of the situations listed below applies and Allard has agreed in writing in advance to the reason for cancellation put forward by the client:

a. a material and demonstrable change in the client’s production planning which renders the use of the Studio entirely impossible; or
b. an unforeseen circumstance outside the client’s sphere of influence which reasonably prevents the client from making use of the Studio; or
c. another ground for cancellation accepted by Allard in writing.

24.3 If a cancellation takes place, the client shall owe a cancellation fee in accordance with the scale set out below:

• Cancellation within seven (7) days before commencement of the agreed rental period: 50% of the agreed rental price;
• Cancellation within three (3) days before commencement of the agreed rental period: 75% of the agreed rental price.

24.4 Cancellations that do not meet all the conditions of this article – including expressly the requirement of prior written consent by Allard – shall have no legal effect. In that case, the client shall remain fully bound by the rental agreement, without any right to reimbursement of amounts already paid, without prejudice to Allard’s right to claim full performance and/or damages.

24.5 Costs already incurred or committed by Allard on behalf of the client shall be charged in full in the event of cancellation.

25. Liability

25.1. Article 11 of Section A. of these general terms and conditions shall apply and shall prevail in the event of conflict with the present provision, as well as insofar as liability for subjects or aspects is not regulated (exhaustively) in the present provision.

25.2. Allard accepts no liability whatsoever for the Studio not being available on the agreed day, unless the unavailability is solely and directly attributable to intent or deliberate recklessness on the part of Allard. In all other cases, including but not limited to force majeure, technical malfunctions or unforeseen circumstances, Allard shall not be liable and the Client shall have no right to damages or any form of compensation.

25.3. The Client shall be fully responsible and liable for all persons who are in or near the Studio at the invitation of or in connection with the use of the Studio. The Client shall fully indemnify Allard against all third-party claims for damage or injury, however caused by or in connection with the Client’s and/or its invitees’ use of the Studio.

25.4. The Client shall be liable for all damage to the Studio, the Equipment present therein, furniture, and other property of Allard, regardless of whether such damage was caused by the Client itself or by persons present at the invitation of the Client. Allard reserves the right to recover the full damage, including consequential damage and loss of profit, from the Client.

25.5. Allard shall not be liable for any damage, loss, theft or injury to persons, goods or property of the Client and/or third parties. This shall apply both inside and outside the Studio, regardless of the cause of the damaging event. The Client is advised to arrange appropriate insurance itself.

25.6. If, notwithstanding the foregoing, Allard is nevertheless liable, such liability shall in all cases be limited to a maximum of the amount paid out under the liability insurance taken out by Allard, increased by the applicable deductible.

26. Alterations to the Studio and use of installations

26.1. The Client is strictly prohibited from making structural provisions, temporary additional connections or other alterations in the Studio without Allard’s prior written consent. This includes, but is not limited to:

– drilling, screwing or hammering nails into walls, floors or woodwork;
– hanging lights, decorations or other objects on the building or the installations;
– making temporary or permanent changes to the existing infrastructure.

All costs for restoring unauthorised alterations shall be fully and directly recovered from the Client.

26.2. The Client may not alter the layout, arrangement or configuration of the Studio without prior consultation and written approval from Allard. If changes are made without permission, Allard reserves the right to restore the Studio to its original condition at the Client’s expense.

26.3. Operating technical equipment of the Studio as well as entering the service areas shall only be permitted after explicit approval by Allard and shall take place entirely at the Client’s own risk. Allard shall not be liable for damage or injury as a result of the authorised or unauthorised operation of equipment or entry into service areas.

26.4. All equipment used in the Studio by or on behalf of the Client must fully comply with the applicable safety standards, including NEN 3140. The Client is responsible for compliance with these standards and shall indemnify Allard against all damage, claims or liabilities arising from the use of non-compliant equipment.

26.5. The Client declares itself to be fully aware of the technical status, possibilities and limitations of the Studio. Defects or limitations that were known or could have been known to the Client cannot form grounds for any claim for damages or reimbursement.

26.6. The Client is without exception prohibited from using, storing or handling highly flammable liquids, gases or other hazardous substances in the Studio. In the event of violation, the Client shall be fully liable for all damage, fines and consequential damage, and Allard shall have the right to terminate the agreement with immediate effect without any obligation to pay compensation.

D. CONTRACTING OF WORK

This Section D. shall apply in addition to Section A. if Allard undertakes a project to perform work for the Client. In the event of inconsistencies between the sections, Section D shall prevail, unless expressly stipulated otherwise by Allard in these general terms and conditions.

27. Obligations of the Client

27.1. The Client is responsible for facilitating the performance of the work by Allard in a timely and complete manner. The Client shall ensure that Allard can, without any delay or impediment, have access to:

– access to the building or location where the work must be performed;
– sufficient and suitable space for the supply, storage and removal of materials, tools and other necessary aids;
– functioning and safe connections for electricity, lighting, heating, gas and water, in accordance with applicable regulations.

27.2. All costs related to the supply and consumption of electricity, gas and water for the performance of the work shall be entirely at the Client’s expense. Allard shall not be liable for additional costs or delays resulting from insufficient or non-functioning facilities.

27.3. The Client shall not be entitled to have additional or parallel work carried out itself, or by a third party, prior to completion of the work without Allard’s prior written consent. If the Client fails to comply with this and this leads to delay, damage or additional costs, all resulting consequences shall be entirely at the Client’s expense and risk. Allard reserves the right to terminate the agreement with immediate effect or to recover the resulting damage from the Client.

28. Circumstances increasing costs

28.1. Circumstances increasing costs are circumstances which:

– could not reasonably have been foreseen at the time of entering into the agreement;
– cannot be attributed to Allard and/or lie outside its sphere of influence;
– directly or indirectly lead to an increase in the costs of the work, materials, transport, personnel or other essential means.

28.2. If circumstances increasing costs arise, Allard shall have the right to charge the resulting costs in full to the Client, regardless of whether such costs arise directly or indirectly from the agreement. Allard shall notify the Client as soon as possible in writing or by e-mail of the circumstances increasing costs and the resulting additional costs. The Client shall be obliged to pay these costs within the period set by Allard.

28.3. If the Client does not agree to the reasonable cost increase or refuses to pay it, Allard shall be entitled to suspend the work or unilaterally dissolve the agreement, without Allard being obliged to pay any compensation. All costs already incurred and any damage resulting from the suspension or dissolution shall be charged to the Client in full.

29. Additional and reduced work

29.1. Additional and reduced work shall be settled when changes occur in the agreement, the amounts of provisional sums, or when deviations occur in the adjustable quantities of the agreed work. Settlement shall take place on the basis of the actual costs incurred by Allard or on the basis of the prices originally agreed, depending on the nature of the change.

29.2. Changes leading to additional or reduced work shall only be agreed between the parties in writing. If the Client has not granted written approval for the change, it shall not be deemed applicable.

29.3. For expenditures charged to the provisional sums, Allard shall charge the actual costs, increased by a contractor’s fee of at least 10% (ten percent) of the total expenditure amount, including the additional costs of labour, materials and overhead. In case of doubt, Allard shall inform the Client in advance of the expected costs.

29.4. If Allard has stated adjustable quantities, settlement shall take place of the additional or reduced costs arising from deviations from the quantities originally stated. This settlement shall take place on the basis of the actual quantities and the corresponding rates or prices laid down in the agreement. If the Client does not confirm the agreed changes or additional work in writing within a reasonable period, Allard reserves the right to postpone performance of the work until written agreement has been reached, without Allard bearing any liability for this.

30. Payment

30.1. Payment in instalments is possible, but only if this has been agreed in writing between the parties. For each agreed instalment, the Client shall receive a specified instalment invoice, which must be paid within the agreed payment term.

30.2. After completion of the work, the Client shall receive a final account, which must be paid within the payment term agreed in advance. All costs relating to the work, including additional work, extra work and costs arising from changes, may be included in the final account.

30.3. If Allard has good grounds to assume that the Client will not pay future invoices or will not do so on time, Allard shall be entitled to require additional security from the Client. Such security may, at Allard’s option, consist of a bank guarantee, deposit or another form of security. If the Client does not provide such security within a reasonable period set by Allard, Allard may suspend performance of its obligations or dissolve the agreement in whole or in part, without Allard being liable for any damage to the Client.

30.4. Payments must always be made without any deduction, discount or set-off, unless agreed otherwise in writing. If the Client fails to pay on time, it shall be in default by operation of law, without further notice of default being required. In that case, the Client shall owe Allard the statutory commercial interest, but at least 1.25% per month, calculated from the due date of the invoice, as well as all reasonable collection costs, both judicial and extrajudicial.

31. Completion of work

31.1. The work shall be deemed completed when Allard has informed the Client that the work is ready for completion and the Client has accepted the work. After completion, the work shall be at the Client’s expense and risk.

31.2. The parties shall jointly draw up a completion report stating any points of discussion and observed defects. This report shall serve as the basis for further arrangements.

31.3. After Allard has informed the Client that the work is ready for completion, the Client shall have 7 (seven) days to accept the work. If the Client has not provided a written response within this period, the work shall be deemed completed.

31.4. If the Client rejects the work, this must be communicated to Allard in writing, whereby the Client must state the observed defects accurately. Rejection of the work without written and detailed substantiation shall not be valid.

31.5. The work shall also be deemed completed when the Client takes the work into use, even if minor defects are still present that do not jeopardise the functionality of the work.

31.6. Allard shall remedy the shortcomings as soon as possible after recognised defects have been reported, unless this is not reasonably possible. All costs for remedying recognised defects shall be borne by Allard, unless the defects arise from acts or omissions of the Client.

31.7. After it has been established that, due to the nature and extent of the shortcomings, the work cannot be regarded as completed, Allard shall, in consultation with the Client, make a new appointment for completion.

31.8. If the Client is of the opinion that the shortcomings are serious enough to have the work carried out by a third party, the Client may do so after written notice to Allard and a period of at least 3 (three) weeks, during which Allard is given the opportunity to remedy the shortcomings. The costs of engaging third parties shall be borne entirely by the Client.

31.9. A maintenance period of 30 (thirty) days shall apply after completion of the work, during which Allard shall remedy all recognised defects free of charge. After expiry of this period, Allard shall no longer be responsible for defects, unless hidden defects are involved that could not reasonably have been observed within the maintenance period.

32. Extension of term and costs due to delay by the Client

32.1. Allard shall be entitled to an extension of the term within which the work must be completed if there is force majeure, circumstances for the account of the Client, or additional and reduced work as a result of which Allard cannot reasonably be required to complete the work within the agreed term.

32.2. If the commencement or progress of the work is delayed due to factors for which the Client is responsible, the Client shall be obliged to compensate Allard for the resulting damage and/or costs. This includes, but is not limited to, additional costs for personnel, materials, equipment or other means that necessarily must be deployed in order to continue the work as a result of the delay. Allard shall be entitled to charge such costs separately to the Client.

33. Suspension and termination of work by Allard

33.1. If the Client fails to fulfil an obligation under the agreement, Allard shall be entitled to suspend the work until the Client has fully complied with the relevant obligation. Allard shall also have the right to terminate the work in an unfinished state, provided the Client has been informed in advance of the consequences of non-compliance with the obligation. This shall not affect Allard’s right to claim damages, costs and interest arising from the suspension or termination of the work.

33.2. Allard shall also have the right to suspend the work or terminate the work in an unfinished state if the Client is declared bankrupt, applies for suspension of payments or when a third party levies attachment against the Client. In such cases, Allard may terminate the agreement without further obligations and claim all fees due, damages, costs and interest.

34. Liability of the Client

34.1. The Client shall be fully responsible for the accuracy, completeness and timeliness of the data provided by it to Allard.

34.2. The Client shall bear full responsibility for the constructions and working methods prescribed by or on its behalf, including the effect exerted thereon by the soil condition. As well as for the orders and instructions given by or on its behalf.

34.3. If building materials or aids made available or prescribed by the Client prove to be unsuitable, defective or of insufficient quality, the consequences thereof shall be entirely at the Client’s expense and risk. This shall also apply to any delays or damage thereby caused to Allard.

34.4. If the Client designates a subcontractor or supplier, the Client shall be responsible for the timely and proper performance of such third parties. If the subcontractor or supplier does not perform properly, the consequences of its failure to perform timely or properly shall be borne by the Client.

34.5. The Client shall be fully liable for damage suffered by Allard or delays occurring as a result of work or deliveries carried out by third parties on the Client’s instructions. The Client shall indemnify Allard against any claims of third parties in connection with such work or deliveries.

35. Liability of Allard

35.1. Article 11 of Section A. of these general terms and conditions shall apply and shall prevail in the event of conflict with the present provision, as well as insofar as liability for subjects or aspects is not regulated (exhaustively) in the present provision.

35.2. In the event of shortcomings in the design of the work, Allard shall only be liable insofar as such shortcomings can be attributed to it. Liability shall be limited to the agreed amount for the assignment.

35.3. Allard shall not indemnify the Client against third-party claims for compensation for damage that has arisen during the performance of the work, unless there is intent or deliberate recklessness on the part of Allard.

35.4. After the day on which the work has been completed, as referred to in Article 31.1, Allard shall no longer be liable for shortcomings in the work.

35.5. An exception to Article 35.4 shall apply when a defect occurs within the maintenance period (as referred to in Article 31.9 of these general terms and conditions) and could not reasonably have been noticed by the Client upon completion. However, this provision shall not apply if Allard makes it plausible that the defect is likely attributable to a circumstance that can be attributed to the Client. A legal claim under Article 35.5 shall lapse if it is not reported to Allard within 1 (one) month after expiry of the maintenance period and is furthermore not instituted within 12 months after expiry of the maintenance period.

36. Advice of Allard

36.1. At the moment the Client asks Allard for advice regarding a work, Allard shall never be liable for the implementation or the results of the advice. Allard merely provides advice and is not responsible for the manner in which this advice is applied or for the result of its implementation.

36.2. If the Client has had work carried out on the basis of Allard’s advice, the Client may not amend such work without additional work. Any amendment resulting from Allard’s advice may entail additional costs, which shall be charged to the Client as additional work.