General conditions

General Terms and Conditions of Delivery and Payment of Lila Live located in Westerbroek at Rijksweg West 55, further referred to as Lila Live, which conditions are filed with the Trade Register in Groningen under number 88915573.

The amended text below is effective December 1, 2024.

Article 1. Validity

1.1 These general terms and conditions apply to all offers and to all agreements made to or entered into with third parties. They form an integral part of the offers and/or agreements.

1.2 Any applicable purchase conditions of third parties remain unaffected as far as not in conflict with these general conditions of Lila Live. In case the purchase conditions are in conflict with these general conditions of Lila Live, the purchase conditions of Lila Live are binding.

1.3 Full or partial deviation from these terms and conditions is possible only if and to the extent agreed in writing.

1.4 The nullity or voidability of any provisions of these conditions, or of the agreements concluded under these conditions, shall not affect the other clauses.

Article 2. Offers.

2.1 All offers, in whatever form made by Lila Live, are without obligation and should be considered as a whole, unless expressly stated otherwise in writing.

2.2 Images, drawings, measures and weights, etc., published by Lila Live in catalogs, internet sites, circular letters or otherwise, are not binding for Lila Live and are only intended to give a general presentation of what Lila Live offers. Deviations do not give the buyer the right to refuse receipt of the products and/or goods, to refuse payment or to claim any compensation from Lila Live.

2.3 Lila Live reserves the right to refuse orders at any time without giving reasons.

Article 3. Agreements

3.1 Orders are only accepted at rates as valid on the day of delivery, unless at the time of acceptance of the order the price and/or discount is/are explicitly agreed upon and confirmed or accepted in writing by Lila Live. No rights can be derived from old publications etcetera, in which other prices and discounts are mentioned than the prices and discounts set by Lila Live for that particular order.

3.2 All prices quoted by Lila Live are exclusive of VAT.

3.3 For orders below an amount of € 75,- net ex. VAT, Lila Live will charge € 7,50 ex. VAT.

3.4 Shipping and transportation of products and goods shall be at the expense of the buyer.

3.5 Products and/or matters that are not kept in stock by Lila Live, can at all times be ordered by Lila Live for the customer. The buyer commits to purchase these specially ordered products and/or items. Products and/or items specially ordered by Lila Live will not be taken back by Lila Live after delivery and cannot be refused by the customer.

3.6 Arrangements or agreements with subordinates of Lila Live's staff do not bind Lila Live, as far as they have not been confirmed or accepted by Lila Live in writing. As subordinates are in this context all employees and employees who do not have power of attorney.

3.7 Agreements are only binding after written confirmation or acceptance by Lila Live.

3.8 Any additional agreements or changes made later are only valid if accepted by Lila Live, or if they have been confirmed in writing by Lila Live and the customer has not objected in writing within 3 working days after sending the confirmation.

3.9 Lila Live is at all times entitled to require satisfactory security from the customer for payment of all that the customer owes and will owe Lila Live. If the customer fails to provide the satisfactory security requested by Lila Live, Lila Live is entitled to either dissolve the execution of the agreement. Regarding suspension and dissolution of the agreement, the provisions of article 11 apply accordingly.

3.10 Assembly or installation work and facilities shall be at the expense of the buyer.

Article 4. Delivery time

The agreed delivery time is never a deadline, unless agreed otherwise in writing. In case of late delivery the buyer must give Lila Live written notice of default and allow it a reasonable period of time to fulfill its obligations.

Article 5. Partial deliveries

5.1 Lila Live is entitled to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, Lila Live is entitled to invoice each part delivery separately. The transport costs for partial deliveries are for the buyer.

5.2 If, when ordering a partial delivery, the buyer explicitly stated to deliver the shipment in its entirety and Lila Live failed to do so, the buyer may only claim the shipping costs.

Article 6. Cancellation

6.1 The buyer is entitled to cancel an agreement if the buyer has notified Lila Live in writing. Lila Live has to confirm the written cancellation by return, so the agreement can be declared void.

6.2 Specially ordered or produced goods and/or items for the buyer can never be cancelled by the buyer. These goods and/or items will not be taken back and may not be refused by the customer.

Article 7. Warranty

7.1 The warranty period shall commence at the time of delivery.

7.2 The warranty is provided only to the first owner.

7.3 Subject to what is stated elsewhere in these general conditions, Lila Live guarantees the quality respectively the proper functioning of products and/or goods delivered by third parties, but this guarantee never exceeds the guarantee given to Lila Live by its suppliers.

7.4 Lila Live will inform the buyer of any possible factory warranty regarding products and/or items delivered by Lila Live. Products and/or items delivered by Lila Live that fall under the factory warranty, have to be sent to Lila Live postage paid for warranty assessment. Lila Live is committed to support valid warranty claims of the customer towards the manufacturer.

7.5 Excluded from the warranty are defects to the items, which have occurred as a result of normal wear and tear, or by any external cause.

7.6 The right to warranty lapses if the item has been used incorrectly or carelessly, or if any (remedial) work or changes have been carried out or made to the item without the Supplier's prior written consent, unless such work or changes are inherent to putting the item to use.

7.7 Assembly - or installation work for warranty restoration is not eligible for warranty reimbursement.

7.8 If the buyer makes a warranty claim, the buyer must notify Lila Live upon receipt of the warranty claim

within 14 days to allow the matter in question to be examined at a place to be determined at Lila Live's discretion.

Article 8. Liability

8.1 Lila Live is never obliged to compensate any direct or indirect damage, in whatever form, caused by the use of products and/or items delivered by Lila Live, unless the aforementioned damage was caused by intent or gross negligence of Lila Live.

8.2 Lila Live is not liable for any damage or decrease in value of products and/or items caused during shipment.

8.3 Subject to the above, the liability of Lila Live never exceeds the coverage of its business liability insurance.

8.4 The clauses in the above articles exclude the liability of Lila Live as far as this is not contrary to mandatory provisions.

Article 9. Retention of title

9.1 Until all claims that Lila Live has or will acquire from the customer, for whatever reason, have been paid in full, the delivered products and/or goods remain the sole property of Lila Live for the account and risk of the customer and either processed or unprocessed.

9.2 The customer is not authorized to pledge or transfer ownership of these products and/or items to third parties.

9.3 In case the customer violates any obligation from an agreement made with Lila Live, the latter is entitled to take back the products and/or goods without any notice of default, while the buyer is obliged to return the products and/or goods to Lila Live postage paid at first demand. In case Lila Live invokes the retention of title, the agreement(s) will be dissolved without judicial intervention, without prejudice to Lila Live's right to claim compensation for damages, lost profits and interest.

9.4 The buyer is obliged to immediately inform Lila Live in writing of the fact that third parties are claiming rights on products and/or goods that are subject to retention of title under this article.

9.5 Should it appear at any time that the buyer has not fulfilled these obligations, he shall be liable for an immediately payable penalty of 10% of the unpaid portion of the amount due.

Article 10. Payment

10.1 Payments must be made net within 8 days of invoice date, unless expressly agreed otherwise in writing.

10.2 Lila Live expressly reserves the right to make delivery to the customer on prepayment.

10.3 All payments have to be made without any deduction or set-off at the office of Lila Live or to an account designated by Lila Live.

10.4 Complaints of any kind shall never entitle the client to refuse and/or suspend payment of an invoice.

10.5 When payment of an invoice has not taken place within the in these conditions prescribed or separately agreed payment term, the customer is considered to be legally in default without any notice of default being required. In that case Lila Live will be entitled to charge the legal interest rate plus 3% from the due date, whereby a part of the month will be calculated as a full month.

10.6 All costs related to the collection of any amount owed to Lila Live by the customer - judicial or extrajudicial - are for the account of the customer. Extrajudicial collection costs are due by the customer in any case where Lila Live has secured the help of a third party for collection. They amount to 15% of the principal amount with a minimum of € 75. The mere fact that Lila Live has secured the help of a third party, proves the size of and the obligation to pay the extrajudicial costs.

Article 11. Complaints, complaint periods, suspension and dissolution

11.1 Complaints, such as on the execution of the agreement as well as on invoices, can only be received if they are submitted in writing and by registered mail, within 8 days of becoming aware of the fact about which a complaint is being made, or after sending invoices.

11.2 The buyer must examine the delivered goods upon delivery. Hereby the buyer must check whether the delivered goods comply with the agreement.

answers, namely:

-whether the items were delivered correctly;

-whether the items delivered correspond in quantity and number to what was agreed upon;

-whether the items delivered meet the requirements that may be demanded for normal use and/or commercial purposes.

11.3 If visible defects or shortages are found, the buyer must note them on the delivery note, invoice and/or transport document.

11.4 Non-visible defects should be reported by the buyer to Lila Live within 30 days after delivery, or at least after detection was reasonably possible, in writing, stating reasons and including the invoice details.

11.5 Complaints about invoices should be reported in writing to Lila Live within 8 days of the invoice date.

11.6 If the other party does not report defects or complaints within the specified time periods, his complaint shall not be considered and his rights shall expire.

11.7 Claims and defenses, based on facts that would justify the assertion that the delivered goods do not comply with the agreement, shall expire one year after delivery.

11.8 Returns by the customer, as well as returns with the cooperation of representatives of Lila Live can only lead to dissolution of the agreement if and when Lila Live has agreed. The return shipment has to be sent post-paid and must always be accompanied by a specification of the invoice number with which the products and/or goods have been invoiced. Lila Live reserves the right to charge the customer 10% of the gross ex VAT amount for handling costs when crediting the returned products and/or items. Products and/or items that have been in the possession of the customer for longer than 1 month, will not be accepted for return.

Returns can only be taken into consideration if the return form is fully completed and provided with a return slip number by Lila Live.

11.9 If the buyer does not, not timely or not satisfactorily fulfill any obligation resulting from any agreement entered into with Lila Live, as well as in case of bankruptcy or application for bankruptcy or suspension of payment of the buyer, or in case of cessation or liquidation of the buyer's business, the buyer will be considered in default without notice of default being required. Lila Live will then be entitled, without judicial intervention, to dissolve these agreements in whole or in part, without Lila Live being liable for any compensation or guarantee, and without prejudice to the other rights Lila Live has. Lila Live will be entitled to claim payment from the buyer for costs, damages and interest already incurred, including loss of profit caused by the shortcomings of the buyer.

11.10 In case of prevention of execution of the agreement due to force majeure, both Lila Live and the customer are entitled without judicial intervention to either suspend the execution of the agreement for a maximum of six months, or to dissolve the agreement in whole or in part.

11.11 Force majeure shall include all involuntary disruptions or impediments, which make the performance of the agreement more costly or burdensome, such as storm damage and other natural disasters, impediments by third parties, full or partial strikes, lockouts, riots, both here in the country and in the country of origin of materials, war or danger of war here in the country or in other countries, loss of captive workers excessive absenteeism of personnel, extraordinary circumstances such as export and import bans, obstructive measures of any government, fire and other accidents in the company, lack of or failures in means of transportation, non or untimely delivery of goods by suppliers, failure of electricity, and in general all circumstances, events, causes and consequences beyond the control or control of Lila Live.

11.12 If the performance of the contract is suspended as a result of force majeure, the person on whose instructions or at whose request the suspension takes place shall be obliged within 14 days to opt for performance or for full or partial dissolution of the contract.

11.13 Lila Live is entitled to claim payment for work carried out for the execution of the relevant agreement as well as for partial deliveries made by Lila Live before the force majeure circumstances became apparent.

11.14 Lila Live is also entitled to invoke force majeure if the circumstance, which results in force majeure, occurs after her performance should have been delivered.

11.15 In case of dissolution or suspension of the agreement by Lila Live as a result of force majeure, Lila Live will not be held to any compensation in whatever form.

Article 12. Disputes

12.1 All disputes, including those disputes which are only considered as such by one party, arising from or related to offers or agreements, to which these conditions apply, or concerning the conditions themselves and their interpretation or execution, are subject to the judgment of the absolute competent judge in the place of residence of Lila Live, without prejudice to the right of Lila Live to apply to the judge in the place of residence of the customer.

12.2 All agreements concluded under these terms and conditions are otherwise governed by Dutch law.