Terms and Conditions

General terms and conditions CrowdLED BV
April 2017
TABLE OF CONTENTS
Article 1 – Definitions and applicability general terms and conditions
Article 2 – Offers and quotes
Article 3 – Price
Article 4 – Payment
Article 5 – Lead time
Article 6 – Delivery
Article 7 – Guarantees client
Article 8 – Consignments on approval
Article 9 – Transfer of risk
Article 10 – Retention of title
Article 11 – Guarantee
Article 12 – Complaints
Article 13 – Liability
Article 14 – Indemnification
Article 15 – Force majeure & Unforeseen circumstances
Article 16 – Right of settlement
Article 17 – Dissolution
Article 18 – Industrial and intellectual property rights
Article 19 – Transfer
Article 20 – Privacy
Article 21 – Changes/additions
Article 22 – Disputes & applicable law

Article 1 – Definitions and applicability general terms and conditions
1. The following definitions are used in these general terms and conditions:
○ CrowdLED: The seller. CrowdLED BV registered at Chambre of Commerce No. 68556187 in Utrecht, the Netherlands;
○ Contracting party: each legal entity or natural persona acting in his profession or business;
○ Client: each contracting party that is in a contractual relationship on the basis of a purchase agreement concluded with CrowdLED, as well as any other contracting party who wishes to enter into a different agreement with CrowdLED;
○ Event: the next event where the client wishes to use the products of CrowdLED;
○ Final delivery date: the ultimate delivery date on which CrowdLED can deliver its products so that the clients can still use them during an event where the products are to be used;
○ Emergency agreement: an agreement concluded with a maximum lead time (up to the final delivery date) of less than 30 working days.
2. These general terms and conditions apply to any offers, quotes, agreements and any resulting commitments with a client entered into by CrowdLED. Insofar as the client (also) orders other products or services which are subject to special general terms and conditions, these are also declared applicable to the agreement concluded by the client and CrowdLED.
3. These general terms and conditions do not apply to offers to and agreements with natural persons who do not act in a profession or business.
4. Deviations from these general terms and conditions only apply if explicitly agreed by CrowdLED and the client in writing and only apply in respect to the specific agreements to which the deviations relate.
5. If the client declares the applicability of its own general terms and conditions to an agreement concluded with CrowdLED, or refers to them, then these general terms and conditions are not accepted by CrowdLED and the general terms and conditions of CrowdLED take precedence, unless otherwise is explicitly agreed at an earlier stage.
6. The client was informed of the general terms and conditions beforehand, and they can always be viewed on the website or downloaded from the website in PDF-format. The general terms and conditions can be sent by post at no cost.
7. All that stated in these general terms and conditions and in any future agreements that are agreed in respect of CrowdLED, are also agreed for the intermediaries and other third parties engaged by CrowdLED.

Article 2 – Offers and quotes
1. All offers and/or quotes of CrowdLED are free of obligation and can always be retracted by CrowdLED, even if they include an acceptance period. Offers/quotes can also be retracted in writing by CrowdLED within seven calendar days after receipt of the acceptance, in which case no agreement is concluded by the parties.
2. Offers and/or quotes can only be accepted in writing (including an acceptance via fax or sent electronically). CrowdLED is nevertheless authorized to accept an oral acceptance as if it has been made in writing. A binding agreement is concluded by the parties the moment the client receives a confirmation from CrowdLED via email.
3. CrowdLED retains the right in respect of offers and/or quotes involving special or tailor-made articles for the client, to increase or lower the number of articles by a maximum margin of 10% of the quantity ordered and to also invoice this amount if this is necessary for production technical reasons.
4. All that stated above under subsection 1 up to and including 3 also applies to additional work calculated by CrowdLED, including the performance of installation work outside normal working hours and the providing of additional facilities. Less work must always be agreed in writing.
5. The information contained in advertising in the broadest sense of the word, such as catalogues, price lists, brochures, websites of third parties etc. are never binding for CrowdLED.
6. Notwithstanding that stated in article 3 and notwithstanding any explicit written agreement to the contrary, the indicated measurements, weights and other data are estimates that are as reliable as possible.

Article 3 – Price
1. All the prices used by CrowdLED are based on price-determining factors as they applied when the offer/quote was made.
2. Unless otherwise is explicitly agreed in writing, the prices given by CrowdLED are always excluding VAT and excluding custom duties, project, delivery, postage and packaging costs.
3. CrowdLED is authorized to change the prices or parts thereof for items not yet delivered and/or services not yet provided in line with price-determining factors, such as the price of raw materials, salaries, taxes, production costs, foreign exchange rates etc.
4. CrowdLED is always authorized to immediately adjust the pricing if a legal price-determining factor gives rise thereto.
5. Packaging is free, in the understanding that boxes and crates are invoiced, but are credited at the calculated value upon return thereof cash-on-delivery.
6. When items are sent as rental to the client: The client has to take care of return shipment of the goods within 3 working days after the event. The client is responsible for any damages or lost goods. If the goods are not returned within 3 working days. The rental fee will be charged again for every 3 working days until the goods are received by CrowdLED.
7. The client must always return the goods in the same packaging as it was sent to them. Any excess costs due to volumeweight or packing differences will be charged to the client.
8. Fees if not returned: DMX base station / DMX controller €7999,-
9. The deposit paid for rental goods will be credited upon receipt of the goods by CrowdLED Netherlands. Client should always have a tracking number as proof. Shipping to CrowdLED and any damages caused by or during transport is the responsibility of the client.
10. Payments are only accepted in the currency on the invoice. Invoices in all currencies are possible but the price may be indexed again to the Euro on date of payment. Any transaction costs caused by payments from NON sepa bank accounts are for the account of the client.

Article 4 – Payment
1. CrowdLED is always authorized to request surety from the client for the correct and timely compliance of its payment obligations.
2. If the delivery is in instalments, then each instalment can be invoiced separately by CrowdLED unless otherwise is agreed in writing with the relevant client.
3. CrowdLED is always authorized to charge the agreed additional work within the meaning of article 2 of these General Terms and Conditions and to invoice these costs.
4. The payment of the net amount must be done paid in cash within seven days of the date of invoice. The client must take into account that article 6 subsection 1 takes precedence to this standard period.
5. If the client fails to pay within the agreed payment period, CrowdLED will take the following steps:
○ Date of invoice + 7 days: Reminder
○ Date of invoice + 14 days: Reminder + 15 euro administration costs
○ Date of invoice + 21 days: Summons/notice of default
○ Date of invoice + 30 days: Transfer to debt collection agency or
6. In the event of a failure to pay all the judicial costs and the extra-judicial debt collection costs incurred by CrowdLED in order to realize the client’s compliance with the obligation are payable by the client. The extra-judicial debt collection costs are in accordance with the guidelines of the sliding scale of the District Court Report Study 2, including the above-mentioned interest on the amount payable by the other party.
7. In the event of a payment default CrowdLED is authorized to suspend or dissolve the performance of the agreement and all related agreements.
8. All the payments must be made into the Dutch bank account number as per CrowdLED’s instructions.
9. Any payments made by the client will always be used to pay for all the interest and costs due, the remainder will be used to settle the payable invoices which have been outstanding the longest, even if the Client states that the payment relates to an invoice of a later date.
10. The client is not authorized to settle amounts unless CrowdLED has fully and unconditionally acknowledged the counter-claim in writing.
11. Payments made by the client to CrowdLED electronically, including via the internet or credit cards, are at the risk of the client. CrowdLED is not liable for damage of the client relating to or resulting from electronic payments via the internet or via credit cards. If the client provides credit card details to CrowdLED via the internet or otherwise, then he does so at his own risk.

Article 5 – Lead time
1. The minimum lead time of an order is six (6) weeks unless otherwise is specified.
2. These six weeks commence the moment the client pays the agreed amount to CrowdLED and ends at the date of the event or another agreed delivery date.
3. The client is sent a sample picture before commencing printing. The client must agree in writing before any further printing can take place. If no reply to the sample is received from the client within 24 hours, then EUR 50 will be invoiced to compensate the loss of planned time and the lead time will be extended with the lost time until approval of the print is given by the client.

Article 6 – Delivery
1. The client’s order will not be delivered by CrowdLED until the full invoiced amount has been paid.
2. The place of delivery will in all cases – except in the event of another arrangement in writing – be the actual place of residence as provided by the client upon placing the order or the branch of the client with which the contract was concluded.
3. The providing of delivery periods in offers/quotes, confirmation and/or contracts is done to the best of our knowledge and these will be taken into account to the extent possible, but they can never be regarded as a deadline. Unless the order involves a minimum lead time of 30 working days.
4. If the products deviate only slightly from the models, samples or examples made available earlier in respect of color, composition, weight, exterior etc., then the relevant products are regarded as being in compliance with that agreed in the agreement. CrowdLED will always be regarded as having complied with its delivery obligations if the number of supplied products does not deviate by more than 5% of that agreed.
5. The partial sending of products by CrowdLED is permitted, whereby each part sent can be invoiced separately.

Article 7 – Guarantees client
1. The client must enable CrowdLED to make the delivery.
2. The client guarantees for his own risk and account that:
a. CrowdLED is given the necessary cooperation for the realization of the performance;
b. the ordered goods and/or services are purchased;
c. the delivery can take place under normal working conditions, during normal working hours between 8 a.m. and 6 p.m.;
d. in the event of installation activities performed by CrowdLED, that:
■ activities performed by third parties that do not form part of the activities assigned to CrowdLED, are performed correctly and on time and that the activities performed by CrowdLED are not inconvenienced by this in any way;
■ power must be available within a reasonable distance and the areas in which work is performed must be are clean, dry and sufficiently heated;
e. in the event a delivery is made at a place or floor specified by the client, the delivered goods can be transported with a suitable elevator or other suitable means of transport and the transport of the items through the building is not obstructed.
3. If the ordered goods or services have been offered to the client for delivery, and the delivery is not possible on the basis of the fact that the client has failed to comply with one of the obligations specified in subsection 1 and 2, then the delivery is deemed to have been refused. From this moment on the client is legally in default without requiring an additional notice of default of CrowdLED. The day on which the refusal occurs, is regarded as the delivery date of the ordered goods or services. The goods are for the risk of the client from that moment on, pursuant to article 8.
4. Notwithstanding the payment obligation, the client must, in the event referred to in subsection 3, pay CrowdLED for the damage resulting from the refusal; this includes costs incurred for storage and transport, the latter are based on the fees as they apply locally.
5. When the client is given the use of one or more products of CrowdLED as part of the agreement, the client agrees to return these products within 10 working days following the event. If this is not the case or a product is missing or damaged, then the price of the product is invoiced, and the client will receive an invoice thereof.

Article 8 – Consignments on approval
1. Consignments on approval refers to the installation of items on consignment for the exclusive purpose to visualize the item the client is interested in. Consignments on approval are only performed upon prior agreement and CrowdLED’s written confirmation thereof.
2. The consignment on approval will be invoiced to the client in the understanding that a credit invoice will be sent if the client informs CrowdLED in writing within ten days after delivery of the consignment on approval that it does not wish to keep the consignment on approval and that the consignment on approval is returned to CrowdLED in good condition and cash-on-delivery. After the consignment on approval period has lapsed, the purchase agreement is a fact, unless the goods have in the meantime been returned to CrowdLED in the above-mentioned manner. Damaged and/or lost consignments on approval are not credited.

Article 9 – Transfer of risk
1. Regardless of that agreed by CrowdLED and the client regarding transport and insurance, the goods remain for risk of CrowdLED until they have transferred to the actual power of control of the client or third parties engaged by the client by signing the bill of lading, signature lists and/or packing lists or by the actual delivery.
2. As soon as the goods have been transferred to the actual power of control of the client or third parties engaged by the client, the client must sufficiently insure these goods against theft, damage, loss etc.

Article 10 – Retention of title
1. The ownership of the goods is only transferred from CrowdLED to the client the moment the client has complied with everything under all sales agreements concluded with the client and all the services and products performed in that respect.
2. The client is never authorized to mortgage, pledge, provide as surety and/or to lend or to forward the delivered goods that are delivered subject to a retention of title. The client is also not authorized to make any changes to the product.

Article 11 – Guarantee
1. CrowdLED guarantees a timely delivery if the production can commence 30 working days before the delivery deadline. If the delivery deadline is not achieved, then the order and the further payment obligation is cancelled. Payments already made will be repaid within five (5) working days.
2. The guarantee of the above-mentioned subsection lapses if the client:
○ the possible lead time up to the deadline is reduced to less than 30 working days due to lack of payment, see article 5;
○ concludes an emergency agreement. The guarantees drawn up for this emergency agreement will be drawn up by CrowdLED and the client in writing.
3. If the client wishes to have personal printing on a CrowdLED product, CrowdLED guarantees the result, taking into account the limit values stated in article 6 subsection and if the client complies with the following conditions:
○ delivery of the design in file format .AI or .EPS;
○ does not use ‘gradients’ or color gradients in the design;
○ delivery PMS code(s) of the color(s) used.
4. CrowdLED guarantees to perform the agreement to the best of its knowledge and ability, though it accepts no liability for the non-realization of the client’s intended goal. CrowdLED guarantees that all the products delivered comply with the descriptions provided on crowdled.nl, the accompanying manual and the details contained in the correspondence with the client. An insufficient compliance of CrowdLED is not considered as such in the event of slight deviations and differences in quality, number, color or finish which is usual or technically unavoidable.
5. The guarantee lapses if the reduced responsiveness or non-response of the radio-operated tapes is the result of:
○ disruption of the signal by other wireless systems (operating on the same frequency);
○ the materials used in or around the event location (e.g. corrugated sheeting/steel constructions) that cause reflections, causing the CrowdLEDs to respond less well.
6. The guarantee granted also lapses in the event of normal wear and tear or if the damage or the defect is the apparent result of:
○ late maintenance, intent or gross negligence;
○ inexpert use or use or other than normal use;
○ (over) heating by heating sources, the exposure of products to moisture, extreme heat, cold or dryness;
○ (attempted) repairs performed by the client or third parties, or if the client does not provide CrowdLED sufficient opportunity to resolve the complaint (in time);
○ external calamities (such as fire, flooding, water damage, lightning, natural disasters etc.);
○ the non-compliance or the incorrect compliance of the manual;
○ if the client remains in default in complying with his obligations.
7. CrowdLED is not liable for damage suffered by the client or a third party as a result of the use of a product supplied by CrowdLED, unless the client can show that the damage is the direct result of the intent or gross negligence of CrowdLED.
8. (In)direct costs or damage to the client or a third party caused by the (temporary) unavailability of a defect product is not eligible for compensation, unless the client can show that the damage is the direct result of the intent or gross negligence of CrowdLED.
9. If, on the basis of the foregoing articles, damages need to be paid, then the damages will in that case be limited to EUR 50,000 per event and for injury limited to EUR 500,000 per event (this amount is limited to EUR 250,000 per person).

Article 12 – Complaints
1. The client must immediately inspect whether the delivered goods or the services performed upon delivery meet the standards of the agreement.
2. The client cannot invoke that the delivered goods or the services performed are not in accordance with the agreement, if he fails to conduct this investigation or did not inform CrowdLED of the defects in writing within the period specified below.
3. Visible defects must be notified to CrowdLED in writing within five working days after the delivery or the performance of the services.
4. The hidden defects must be reported in writing immediately following the client’s discovery thereof, though no later than five working days after the delivery or the performance of the service.
5. Any goods can only be returned to CrowdLED following a complaint – with the exception of consignments on approval within the meaning of article 7 – after prior permission of CrowdLED. Returned items must be returned in the original packaging and have the return receipt sent by CrowdLED to the client. Returned goods must always be sent cash-on-delivery. CrowdLED retains the right to have the goods sent to an address it specifies.
6. If CrowdLED considers a complaint substantive and correctly filed, CrowdLED, at its discretion, taking into account the interests of the client and the nature of the complaint, must either:
○ replace/exchange the goods delivered or the services performed; or
○ offer a discount.
7. The right to complain lapses if the delivered items are not in the same condition as they were upon delivery.
8. Complaints regarding invoices must be filed in writing within five working days after the date the invoices were sent.
9. Any slight deviations and/or deviations that are common in the sector, such as the deviations stated in article 6 subsection 4 of these general terms and conditions cannot be a substantive reason for complaint. A complaint is only substantive if it involves a deviation from a specification approved by CrowdLED.

Article 13 – Liability
1. If one of the parties is attributable negligent in complying with one or more of its obligations of this agreement, then the other party will send it a notice of default, unless this obligation can no longer be met, in which case the negligent party is immediately in default. The notice of default will be sent in writing whereby the negligent party is granted a reasonable period in which to still comply with his obligations. This period is regarded as a final deadline. The liability CrowdLED holds in respect of the client for direct damage as a result of the incorrect performance of an item or service is limited to the net invoiced value of the relevant items/service, up to a maximum amount of EUR 50,000, provided this does not contradict any other conditions stated in these General Terms and Conditions.
2. The limitation referred to under subsection 1 also applies if CrowdLED is held liable by the client on the basis other than the agreement they have concluded.
3. Direct damage exclusively refers to:
a. reasonable costs a party needs to incur in order to have a performance of the other party comply with the agreement. This damage is not paid if that other party has dissolved the agreement;
b. reasonable costs incurred to determine the cause and scope of the damage insofar as that determining relates to direct damage within the meaning of these general terms and conditions; reasonable costs incurred for the prevention or limitation of damage insofar as the party suffering the damage shows that these costs have led to a limitation of direct damage within the meaning of these terms and conditions.
4. CrowdLED is never liable for indirect damage, including consequential damage, loss of profit, loss of savings, damage due to business interruption and any damage not included in the direct damage within the meaning of these general terms and conditions.
5. The limitation of liability does not apply in the event of intent or gross negligence of the managers and directors of CrowdLED.
6. CrowdLED is never liable with regard to the materials made available by the client to CrowdLED as part of the agreement. The client must take out an adequate insurance in respect of these materials.
7. Notwithstanding the foregoing, CrowdLED is not liable if the damage is due to intention and/or gross negligence and/or an attributable act or inexpert or inaccurate use of the delivered products by the client.

Article 14 – Indemnification
1. The client indemnifies CrowdLED insofar permitted by law, against liability in respect of one or more third parties arising from and/or related to the performance of the agreement, regardless of whether the damage was caused or created by CrowdLED or its assisting person(s), assisting items or delivered goods or provided services. The client also indemnifies CrowdLED, insofar permitted by law, against any claims of third parties in respect of any violation of intellectual property rights of these third parties.
2. The client takes out an adequate insurance to cover the abovementioned risks.
3. The client must do everything in its power to limit the damage.

Article 15 – Force majeure & Unforeseen circumstances
1. If the compliance of an agreement with a normal lead time, stipulated in article 5 subsection 1, is not possible before or on the delivery date due to a force majeure, then the guarantee provided as specified in article 11 subsection 1, lapses. If the delivery deadline is not exceeded, and CrowdLED’s compliance or the client’s acceptance is delayed by more than a month due to a force majeure, then each of the parties – upon the exclusion of any further rights – is authorized to dissolve the agreement pursuant to the law. Everything already completed or performed under the agreement will then be settled by the parties proportionately.
2. A force majeure of CrowdLED is regarded as such in the event of:
○ a circumstance is unable to complete a performance (including a performance of the client) or not complete it on time or correctly which is important in respect of the performance it must provide;
○ strikes;
○ traffic disruptions;
○ government measures that make it impossible for CrowdLED to comply with its obligations on time or correctly;
○ riots, war;
○ extreme weather conditions;
○ fire;
○ import, export or transport bans.
3. In the event of unforeseen circumstances of such a nature that the client cannot, in all reason and fairness, expect CrowdLED to complete the agreement, then the courts can (partially) dissolve the agreement upon the request of either of the parties.

Article 16 – Right of retention
CrowdLED is authorized to retain all the items that CrowdLED holds of the client until the client has complied with all his obligations in respect of CrowdLED, as well as that which directly or sufficiently relates to the relevant items. If the items that are subject to this right and beyond the control of CrowdLED, then CrowdLED is authorized to demand these items as if it were the owner.

Article 17 – Dissolution
1. Each of the parties is entitled to demand the termination of part or all of the agreement in the following cases and insofar awarded below, without requiring a notice of default or legal intervention:
a. when the other party has requested or received a suspension of payment, or when the other party has been declared bankrupt.
b. when the company of the other party is voluntary or otherwise liquidated;
c. when the company of the other party merges or is taken over;
d. when an attachment is levied on a significant part of the equity of the other party; or,
e. when other circumstances arise whereby the continuation of the agreement cannot reasonably be demanded.
2. Each of the parties is entitled to dissolve the agreement, only if the other party – after having received an adequate and detailed written notice of default with a proposal with a reasonable period to resolve the shortcoming – attributably falls short in the compliance of the obligations under the agreement and provided that shortcoming justifies the dissolution.
3. If the agreement is dissolved, the claims CrowdLED holds on the client are payable immediately. If CrowdLED suspends the meeting of the obligations, then it retains his legal claims and those arising from the agreement.
4. CrowdLED always retains the right to claim payment of damages.

Article 18 – Industrial and intellectual property rights
1. CrowdLED guarantees that the goods it delivers do not violate the Dutch patent rights, model rights or any other right of industrial or intellectual property of third parties.
2. If, however, CrowdLED must acknowledge or if a Dutch Court determines in legal proceedings which are no longer eligible for appeal, that any items supplied by CrowdLED do violate any rights of third parties within the meaning specified here, then CrowdLED will discuss this with the client and select the product in question at its discretion by a product that does not violate the right in question or obtain a license thereof, or take the product in question back and give the client money back, notwithstanding the depreciation deemed normal, without being liable to payment of any further damages.
3. However, the client does loose the right to the performance referred to under subsection 2 if he fails to inform CrowdLED in time and fully of the claims of third parties as referred to in this article, as a result of which CrowdLED was also not given the opportunity to sufficiently defend its rights in this respect.

Article 19 – Transfer
The client is not permitted to transfer the rights and obligations resulting from this agreement without first obtaining suitable written permission of CrowdLED.

Article 20 – Privacy
1. CrowdLED processes all personal data it is provided pursuant to the applicable legislation, in particular the Data Protection Act.
2. All the data provided by the client is only used by CrowdLED if this is necessary for the concluding and compliance of the agreement (including the other provisions, including these general terms and conditions) and for the business operations of CrowdLED. Data is only provided to third parties if this is necessary for the abovementioned purposes.
3. Please refer to the website of CrowdLED (www.CrowdLED.nl) under the tab ‘Security & Privacy’ for further information regarding privacy.

Article 21 – Changes/additions
1. Change of and additions to these general terms and conditions are only valid insofar as they have been agreed by the parties in writing.
2. In the event of nullification of one or more provisions of these general terms and conditions this nullification will not affect the validity of the remaining provisions.
3. The parties will meet to discuss the provisions that are nullified for the purposes of agreeing on a replacing provision whereby the intent of the agreement is maintained to the extent possible.

Article 22 – Disputes & applicable law
1. Any disputes – including disputes regarded as such by only one party – arising between CrowdLED and the Client as a result of an agreement or subsequent agreement concluded by CrowdLED with the client, will be brought before the competent court in the place of residence or district of CrowdLED, subject to the right of parties to a file for an appeal in summary proceedings.
2. Any claims of CrowdLED can also be brought before the District court in the place of residence or the district of the client.
3. If one of the parties considers there is a dispute and wishes to take the matter to court, he must inform the other party thereof in writing, clearly detailing the dispute.
4. Any agreement concluded by CrowdLED subject to these general terms and conditions is always governed by Dutch law. The Uniform Law on the International Sale of Goods and the applicability of the Vienna Convention on Contracts for the International Sales of Movable and Physical Goods are explicitly excluded.

Any questions or remarks can be sent to us by email to legal@crowdled.net or post to CrowdLED BV, Vrouwjuttenhof 37, 3512PZ Utrecht, The Netherlands

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