General Terms and Conditions PartyFunLights Europe B.V.

Version: June 2021 (Original text in Dutch)

Introduction

Please find below our General Terms and Conditions. They always apply when you use or place an order through our Website. The General Terms and Conditions contain important information for you as a buyer. Please read them carefully. We also recommend that you save or print these General Terms and Conditions so that you can read them again at a later date.

Article 1. Definitions

In these general conditions the following words are used:

1. PartyFunLights: the private company with limited liability PartyFunLights Europe B.V., with its registered office in Eindhoven and principal place of business in (5555 EC) Valkenswaard at the address Van Cuijkstraat 2 A and registered with the Chamber of Commerce under the registration number 75429748.
2. Customer: the customer who, whether or not acting in the course of a profession or business, enters into an agreement with PartyFunLights and/or has registered on the Website.
3. Consumer: the customer who is not acting in the course of a profession or business.
4. Parties: PartyFunLights and the Customer jointly.
5. Agreement: any understanding or agreement between PartyFunLights and the Customer, of which the General Terms and Conditions form an integral part.
6. Product(s): all items, party lights, party speakers and mood lights supplied to the Customer by PartyFunLights under the Agreement.
7. Written: communication by letter or e-mail.
8. Website: the PartyFunLights website accessible at www.partyfunlights.com and all its sub-domains.
9. General Conditions: the present general conditions published on the Website and filed at the Chamber of Commerce under registration number 75429748.

Article 2. Applicability of General Terms and Conditions

1. On all PartyFunLights offers, contracts and deliveries, the General Conditions are applicable, unless otherwise agreed in writing.
2. The applicability of any conditions of the client is explicitly excluded.
3. If the Customer, in his/her order, confirmation or communication of acceptance, includes terms or conditions that differ from or are not included in the General Terms and Conditions, then these will only be binding on PartyFunLights if and when PartyFunLights has expressly accepted them in writing.
4. In the event that specific product or promotional conditions apply in addition to these General Terms and Conditions, then those conditions will also apply.
5. If any provision in the Agreement or Terms and Conditions is found to be invalid, this will not affect the validity of the whole Agreement or Terms and Conditions. The parties will replace any such provision with a new provision which will approximate the intent of the original provision as closely as legally possible.
6. PartyFunLights may not always require strict compliance with the Terms and Conditions. This does not mean that the provisions do not apply or that PartyFunLights loses the right to require strict compliance with the Terms and Conditions in other cases.

Article 3. Prices and information

1. An offer on the website will expire if the product that the offer relates to has become unavailable in the meantime.
2. All prices stated on the website and in other PartyFunLights materials are inclusive of VAT and, unless otherwise stated on the website, other government levies. In case of cross-border delivery, PartyFunLights will charge VAT and other government levies according to the applicable (international) laws and regulations.
3. Shipping costs are the responsibility of the Customer, unless otherwise stated on the Website. This is also stated on the Website. The height of the costs will be indicated in the ordering process.
4. The content of the website has been compiled with the greatest care. However, PartyFunLights cannot guarantee that all the information on the Website is correct and complete at all times. All prices and other information on this website and other materials provided by PartyFunLights are subject to obvious programming and typing errors.
5. PartyFunLights cannot be held responsible for (colour) deviations due to screen quality.

Article 4. Agreement

1. The Agreement is formed when the Customer accepts the PartyFunLights offer on the website and agrees to comply with the PartyFunLights terms and conditions.
2. Once the Agreement has been made, the Customer will receive an electronic confirmation.
3. If it becomes apparent that the information supplied by the Client is incorrect, PartyFunLights will be entitled to fulfil its obligation only after receiving the correct information.
4. PartyFunLights can, within legal limits, obtain information about the ability of the client to fulfil his payment obligations as well as all facts and factors that are important for the responsible conclusion of the agreement. If, on the basis of this research, PartyFunLights has good reason not to enter into the contract, it has the right to refuse an order or application or to attach special conditions to the execution of the contract, such as prepayment.

Article 5. Registration

1. In order to make optimal use of the Website, the Customer can register via the registration form on the Website.
2. During the registration procedure the Customer chooses a username and password with which he/she can log on to the Website after registration. The Customer is responsible for choosing a sufficiently reliable password.
3. The Customer is responsible for keeping his login details, user name and password strictly confidential. PartyFunLights will not be liable for any misuse of the login details and can always assume that a Customer who registers on the Website is in fact that Customer. Everything that happens through the Customer's account is the responsibility and risk of the Customer.
4. If the Customer knows or suspects that his login details have come into the hands of unauthorised persons, he should change his password as soon as possible and/or inform PartyFunLights so that PartyFunLights can take appropriate action.

Article 6. Execution of Agreement

1. PartyFunLights is entitled to use third parties to execute the obligations of the Agreement.
2. As soon as PartyFunLights has received the order, they will send the products as soon as possible.
3. If a delivery time has been agreed upon or specified, it is not a deadline. If a term is exceeded, the Client must give PartyFunLights written notice of default before PartyFunLights will be in default. This means that the Customer must give PartyFunLights a reasonable period of time - a minimum of 14 days - to fulfil its obligations.
4. The Client is obliged to take possession of the Products when they are made available. If the client fails to do so, PartyFunLights has the right to take back the products and store them at the cost and risk of the client.
5. PartyFunLights is entitled to supply a similar Product of similar quality to the ordered Product if the ordered Product is no longer available. The client will then be entitled to cancel the agreement and return the product free of charge.

Article 7. Retention of Title

1. All delivered products will remain the property of PartyFunLights until all debts of PartyFunLights to the client (including any related collection costs and interest) have been paid in full.
2. The Customer shall not be authorised to sell, deliver or otherwise dispose of the Products prior to such transfer of ownership. Furthermore, the Customer shall not be entitled to pledge the Products or grant third parties any other right thereto as long as the ownership of the Products has not been transferred to the Customer.
3. PartyFunLights has the right to take back the products which have been delivered under reservation of ownership and are still with the client if the client does not pay the invoices on time or has or will have difficulties paying.
4. The Customer shall allow PartyFunLights free access to the Products at all times for the purposes of inspecting them and/or exercising PartyFunLights' rights.

Article 8. Transfer of Risk

As soon as the Products to be delivered have been delivered to the specified delivery address, the risk in relation to these Products shall pass to the Customer. If the Customer decides to collect the Products, the risk will be transferred when the Products are handed over.

Article 9. Right of withdrawal

1. This article only applies to the Customer who is a Consumer. Only the Consumer can make use of the right of withdrawal.
2. The Consumer has the right to cancel the distance contract with PartyFunLights within 14 days without giving any reason.
3. The period of 14 days as mentioned in paragraph 2 of this article starts on the day after the Consumer, or a third party designated by him in advance and who is not the carrier, has received the Product, or:
   • if the Consumer has ordered multiple Products in the same order: the day on which the Consumer, or a third party designated by him, has received the last Product;
   • if the delivery of a Product consists of several shipments or parts: the day on which the Consumer or a third party designated by him has received the last shipment or the last part;
   • in the case of Agreements for regular delivery of Products during a certain period: the day on which the Consumer or a third party designated by him has received the first Product.
4. Within the withdrawal period referred to in paragraph 2 of this Article, the Consumer must handle the Product and the packaging with care. The Consumer shall only open the packaging and use the Product insofar as this is necessary to inspect the nature, characteristics and operation of the Product. The basic principle here is that this inspection may not go any further than what the Consumer could do in a physical shop.
5. If the Consumer handles the Product contrary to paragraph 4 of this Article or damages the Product in any other way, the Consumer will be liable for the resulting reduction in value.
6. The Consumer can dissolve the Agreement within the period stated in paragraph 2 of this article by sending the model withdrawal form (digital) to PartyFunLights or by other unambiguous manner in writing to PartyFunLights that he renounces the purchase. After the dissolution, the Consumer has 14 days to return the Product to PartyFunLights.
7. The shipping costs and the risk of sending back the products are for the consumer.
8. Products can be returned to:
   PartyFunLights
   Edisonstraat 58
   6902 PK Zevenaar
   The Netherlands
9. Amounts already paid by the Consumer (in advance) will be refunded to the Consumer as soon as possible, within 14 days after termination of the Agreement, in the same way as the Consumer paid for the order. If there is a depreciation as mentioned in paragraph 5 of this article, PartyFunLights has the right to set off the depreciation against the amounts already paid by the Consumer, resulting in a lower amount being refunded to the Consumer.
10. Information on whether or not the right of withdrawal applies and any desired procedure will be clearly stated on the Website, in good time before the Agreement is concluded.
11. The right of withdrawal described in this Article does not apply to Products whose seal has been broken after delivery.

Article 10. Payment

1. The client shall make payments to PartyFunLights according to the payment methods indicated in the order and on the website. PartyFunLights is free to choose the methods of payment they offer and these may change from time to time.
2. In case of payment after delivery, the Customer has a payment term of 14 days starting from the day after delivery.
3. If the Customer does not fulfil his payment obligation(s) in time and/or in full, the Customer is in default. In that case, the client will have to pay the legal interest and collection costs to PartyFunLights. PartyFunLights will also be liable for all costs, whether judicial or extrajudicial, incurred by PartyFunLights in collecting sums wrongfully left unpaid by the client.
4. If the Customer is a consumer and the Consumer does not fulfil his payment obligation(s) on time and/or in full, then, contrary to paragraph 3 of this article, PartyFunLights will give the Consumer another opportunity to fulfil his payment obligation(s) within a period of 14 days (notice of default). If the Consumer again fails to pay the amount due, then the Consumer is in default. In that case, the Consumer must pay the statutory interest and collection costs to PartyFunLights. In addition, PartyFunLights will be liable for all judicial and extrajudicial costs made by the Consumer for the collection of the amounts wrongfully left unpaid by the Consumer.
5. PartyFunLights has the right to deduct the payments made by the Client to PartyFunLights first from the costs, then from the accumulated interest and finally from the principal sum and current interest.
6. PartyFunLights has the right to suspend and/or cease the delivery of Products if the Customer fails to honour his payment obligations.

Article 11. Compliance and Complaints

1. Once PartyFunLights has delivered a Product to the Customer, the Customer is obliged to inspect the Product and check thoroughly that the Product is sound and in conformity with the Agreement.
2. Complaints relating to the Product must be made by the Customer to PartyFunLights in writing within 5 days of delivery or when the defect could reasonably have been discovered. Any report must give as detailed a description as possible of the defect so that PartyFunLights can respond adequately.
3. The Customer may also submit a complaint through the European Dispute Resolution Platform, accessible at http://ec.europa.eu/odr/.
4. PartyFunLights will respond to the Customer as soon as possible and in any event within 30 days of receipt of the complaint. If it is not yet possible to give a substantive or definitive response, PartyFunLights will confirm the complaint within 30 days of the receipt of the complaint and give an indication of the time period within which it expects to give a substantive or definitive response to the Customer's complaint.
5. If the Customer files a complaint in time, this does not suspend his/her obligation to pay. In this case, the client will also be obliged to take delivery of and pay for the other products ordered.
6. The Customer must give PartyFunLights the opportunity to investigate a complaint. The client must return the product to PartyFunLights at his own risk and expense.
7. If PartyFunLights finds that a Product is defective and a complaint has been made in time, PartyFunLights will, at its discretion, replace or repair the defective Product or reimburse the Customer. In the event of replacement, the Customer is obliged to return the replaced products to PartyFunLights and transfer ownership of them to PartyFunLights. In the case of compensation, the maximum compensation is the amount paid by the Customer to PartyFunLights for the Product including VAT.
8. If PartyFunLights decides that a complaint is unfounded, the costs incurred by PartyFunLights, including investigation costs, will be borne by the Customer.

Article 12. Website

PartyFunLights will do everything in its power to ensure that the Website functions properly and is accessible at all times. However, PartyFunLights cannot guarantee this. PartyFunLights is counting on the understanding of the Client during any breakdown or maintenance of the Website. In any event, the Customer cannot hold PartyFunLights liable for damages suffered by the Customer as a result of the inaccessibility of the PartyFunLights website.

Article 13. Personal data

PartyFunLights will process the Customer's personal data in accordance with the privacy policy. This is available on the Website.

Article 14. Suspension and cancellation

1. PartyFunLights has the right - in addition to its legal powers to dissolve and suspend - to dissolve the Agreement and/or to suspend the execution of the Agreement with immediate effect when one of the following events occurs:
   • The Client fails to comply with his obligations under the Agreement and/or the General Terms and Conditions, either fully or in a timely manner;
   • PartyFunLights has received information after the conclusion of the Agreement that gives good reason to fear that the Customer will not fulfil his obligations;
   • The Client dies;
   • A request for (temporary) suspension of payments has been made by the Customer;
   • a petition for bankruptcy has been filed for the Customer;
   • an attachment has been levied on the Customer's assets;
   • a resolution to dissolve and/or liquidate the Customer has been passed;
   • the Customer is placed under guardianship or administration;
   • the Customer loses the power of disposition or legal capacity over their assets or parts of their assets in any other way.
     
     The Customer is obliged to inform PartyFunLights immediately of the occurrence of any of the events referred to in sub-paragraphs (d) to (i).
2. If PartyFunLights exercises its power to dissolve or suspend the contract, all costs and damages incurred will be the responsibility of the client and all PartyFunLights claims will become due immediately.
3. The Client waives all rights to terminate the contract or suspend all or part of his payment obligations, unless the Client is a consumer.

Article 15. Force Majeure

1. PartyFunLights is not obliged to fulfil its obligations towards the client if it is prevented from doing so as a result of force majeure.
2. In these conditions, force majeure is understood to mean - in addition to what is stated in the law and jurisprudence - all external causes, foreseen or unforeseen, over which PartyFunLights has no control and which prevent PartyFunLights from fulfilling its obligations, such as pandemics, epidemics, defaults by suppliers, government measures that hamper fulfilment, danger to public health, disruption of public infrastructure, general transport problems, strikes, war, terrorist attacks, civil unrest or natural disasters.
3. PartyFunLights can suspend its obligations under the Agreement during the period of force majeure. If this period lasts longer than 2 months, the Parties will be entitled to dissolve the Agreement without any obligation to pay compensation to the other Party.
4. If PartyFunLights has partially fulfilled its obligations under the agreement at the time the force majeure occurred, or will be able to fulfil its obligations, PartyFunLights has the right to invoice the part already fulfilled or to be fulfilled. The client is obliged to pay this invoice.

Article 16. Liability

1. PartyFunLights has no influence on the final use of the supplied products by the Customer. The Client is responsible for the use of the Products.
2. PartyFunLights is not liable for any damage caused by the fact that PartyFunLights has relied on false or incomplete information supplied by or on behalf of the Client.
3. PartyFunLights is not liable for damage caused by:
   • Non-compliance with the user manual and/or (other) manuals of a Product;
   • failure to comply with PartyFunLights instructions relating to the Product;
   • repair or maintenance of a Product by parties other than PartyFunLights
   • improper maintenance of a Product;
   • injudicious or negligent use of a Product;
   • wear and tear due to normal use of a Product;
   • using a Product for a purpose other than that for which it is intended;
   • connected peripherals, additional equipment or other accessories to a Product that have not been added by PartyFunLights.
4. PartyFunLights' liability to the Customer for indirect damages, including but not limited to consequential damages, lost profits, lost savings, loss of data and damage due to business interruption is excluded.
5. PartyFunLights can only be held liable for direct damage caused by an attributable shortcoming in the fulfilment of the obligations arising from the Agreement. Direct damage is understood to mean only the reasonable costs incurred in determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these Terms and Conditions, any reasonable costs incurred in making the PartyFunLights faulty performance conform to the agreement, insofar as they can be attributed to PartyFunLights, and reasonable costs incurred in preventing or limiting the damage, insofar as the client can demonstrate that these costs have led to the limitation of direct damage as referred to in these Terms and Conditions.
6. The total liability of PartyFunLights to the client due to an attributable failure in the performance of the contract is limited to a maximum of the amount of the price (including VAT) stipulated in the contract.
7. It is a condition for the existence of any right to compensation that the Customer reports the damage in writing to PartyFunLights as soon as possible but within 30 days after the damage has occurred.
8. Any liability of PartyFunLights will expire after 6 months from the time the agreement was ended, whether by delivery, dissolution or otherwise.

Article 17. Indemnification

The Customer indemnifies PartyFunLights against any and all claims by third parties relating to or arising from the legal relationship between PartyFunLights and the Customer.

Article 18. Final clauses

1. If these Terms and Conditions have been drawn up in another language, the Dutch version will prevail in the event of any ambiguity, incompleteness or inconsistency in/due to the translation.
2. Dutch law applies to the Agreement, even if an Agreement is fully or partially executed abroad or if the Customer is domiciled there.
3. In the event of a conflict between a provision of these General Terms and Conditions and a provision of the Vienna Convention on the International Sale of Goods (CISG), the provisions of these General Terms and Conditions prevail.
4. All disputes arising from this agreement will be presented to the competent Dutch court in the district where PartyFunLights is based.
5. The language of any court proceedings will be the Dutch language.
6. Parties will only appeal to a judge after they have done their utmost to settle a dispute in mutual consultation.