GENERAL TERMS AND CONDITIONS – AVILEXX B.V.

Article 1 – Definitions

·       Avilexx: Avilexx B.V., established in Vught, The Netherlands, Chamber of Commerce number 84996307

·       Customer: any natural person or legal entity

·       B2B: acting in the course of business

·       B2C: consumer

·       Products: all stage effect equipment, including spark machines, CO₂ systems and accessories

·       Agreement: any agreement between Avilexx and the Customer

Article 2 – Applicability

1.    These terms and conditions apply to all offers, agreements and deliveries.

2.    The Customer’s general terms and conditions are expressly rejected.

3.    Deviations are only valid if agreed in writing.

Article 3 – Professional Use and Risk Acknowledgement

1.    Avilexx products are intended exclusively for professional use.

2.    The Customer explicitly acknowledges that the Products involve risks, including:

o   heat and sparks

o   electrical voltage

o   pressurized systems

o   use in event environments

3.    The Customer declares that it:

o   has sufficient knowledge and expertise;

o   is capable of using the Products safely;

o   understands and accepts all associated risks.

Article 4 – Use, Safety and Regulatory Compliance

1.    Use of the Products is entirely at the Customer’s own risk.

2.    The Customer is responsible for:

o   proper installation;

o   correct power supply;

o   compliance with manuals;

o   supervision during use;

o   compliance with all applicable local laws and regulations (including permits and safety requirements).

3.    Avilexx is not responsible for use at any location, including events, shows or installations.

Article 5 – Liability (EU-compliant wording)

1.    To the extent permitted by law, Avilexx shall only be liable for direct damage caused by intent or gross negligence.

2.    Avilexx shall not be liable for:

o   indirect damage;

o   consequential damage;

o   business losses;

o   loss of profit;

o   damage during events;

o   third-party damage;

o   damage resulting from use of the Products.

3.    To the extent permitted by law, any liability for personal injury, fire or material damage is excluded, unless such liability cannot be excluded under mandatory law.

4.    Total liability shall in all cases be limited to the invoice value of the relevant Product.

Article 6 – Indemnification

The Customer fully indemnifies Avilexx against all third-party claims, including but not limited to:

·       end users

·       event visitors

·       customers of the Customer

·       authorities or regulatory bodies

The indemnification also includes:

·       legal costs

·       damages

·       claims arising from use, installation or resale

Article 7 – Event and Professional Use (Critical Clause)

1.    Use of Products during events, shows, clubs, festivals or public locations is entirely at the Customer’s own risk.

2.    Avilexx shall not be liable for:

o   damage during events

o   personal injury

o   damage to venues

o   third-party claims

3.    The Customer is fully responsible for:

o   safety distances

o   fire safety

o   supervision

o   permits

Article 8 – Delivery and Transport

B2B:
Risk transfers upon handover to the carrier.

B2C:
Risk transfers upon delivery.

Avilexx shall not be liable for:

·       transport damage

·       delays

·       loss

Article 9 – Warranty

1.    Warranty applies only to demonstrable manufacturing defects.

2.    Warranty claims must be submitted exclusively through the official repair process.

3.    Shipping costs:

o   outbound (to Avilexx): Customer

o   return: Avilexx

4.    Warranty is void in case of:

o   improper use

o   wear and tear

o   incorrect consumables

o   modifications

o   external damage

5.    Determination of warranty eligibility lies solely with Avilexx.

Article 10 – Payment

1.    Payment must be made within the agreed term.

2.    In case of late payment:

o   the Customer is immediately in default

o   Avilexx may suspend performance

Article 11 – Retention of Title (PRO VERSION)

1.    All Products remain the property of Avilexx until full payment has been received.

2.    This includes:

o   principal amount

o   interest

o   costs

3.    The Customer:

o   may not pledge the Products

o   must keep the Products identifiable

o   must inform Avilexx in case of insolvency risk

4.    In case of bankruptcy or non-payment, Avilexx has the right to:

o   reclaim the Products

o   enter the Customer’s premises

o   dismantle and remove the Products

5.    If the Products have been resold:

o   the Customer assigns its receivables from third parties to Avilexx

Article 12 – Insurance and Risk Allocation

The Customer is responsible for maintaining adequate insurance covering:

·       use of Products

·       third-party liability

·       events

Avilexx is not responsible for lack of insurance coverage.

Article 13 – Force Majeure

Avilexx shall not be liable for failure due to:

·       war

·       transport disruptions

·       pandemics

·       supply chain issues

Article 14 – Complaints and Limitation Period

1.    Complaints must be submitted in writing within 7 days.

2.    Claims expire after 12 months.

Article 15 – Intellectual Property

All rights remain the property of Avilexx.

Article 16 – Governing Law

Dutch law applies.
Disputes shall be settled by the competent court in the Netherlands.

Article 17 – Final Provisions

If any provision is invalid, the remaining provisions remain in full force.