General Purchase Conditions

1 APPLICABILITY

1.1 These P&PP General Purchase Conditions (“P&PP Purchase Conditions”) apply to all engagements and agreements between Pierce & Pierce Productions B.V. and/or any of its affiliated companies (“P&PP”) with vendors (“Vendor”), regardless of how they are concluded, relating to the purchase or hire of goods or services by P&PP from Vendor (“Goods” and/or “Services”). Vendor expressly accepts these P&PP Purchase Conditions, also in respect of later proposals, engagements and/or agreements.

1.2 Any terms and conditions or warranties of Vendor, whether referred to in quotations, proposals or similar documents, are hereby expressly excluded.

1.3 In case of conflict, explicit provisions in an agreement shall take precedent over such provisions in these P&PP Purchase Conditions.

1.4 P&PP may unilaterally amend (parts of) these P&PP Purchase Conditions. Such changes shall be deemed accepted If they have not be rejected within 5 days after notification of the changes by P&PP.

1.5 Provisions in these P&PP Purchase Conditions which, by their nature, are intended to continue even after termination of an agreement, shall keep their effect after termination for whatever reason. Such provisions shall in any event include warranties, indemnities, liability, confidentiality, intellectual property and applicable law and competent court.

2 PROPOSALS AND AGREEMENTS

2.1 Proposals to and agreements with P&PP shall be in writing and must be in English or Dutch. Proposals in other languages shall not be accepted. Proposals and/or agreements are not legally binding until signed or confirmed by P&PP in writing.

2.2 The conditions and requirements for an engagement are provided by P&PP in the briefing. However, Vendor is responsible for verifying that any and all information necessary for a proposal and/or an agreement for an engagement is complete and correct. If there are any errors in the information provided by P&PP or if such information is incomplete, Vendor shall take all reasonable efforts to ensure the completion or correction of all relevant and/or necessary information.

2.3 Proposals from Vendor are free of costs and stay in effect until written confirmation or rejection by P&PP. Until written confirmation, P&PP is at all times entitled to cancel negotiations without any obligation for P&PP to further negotiate or pay for any damages.

3 PERFORMANCE AND DELIVERY

3.1 Vendor shall perform its activities under the agreement independently and with due skill and judgement. Vendor shall at all times during the performance of an agreement, behave as a good contractor within the meaning of the law. This means Vendor shall at least carry out its duty of care and ensure it has all necessary information regarding an engagement.

3.2 Vendor is obliged to immediately comply with all reasonable directions from P&PP in relation to Vendor’s performance.

3.3 If Vendor uses any third parties (such as personnel and/or (sub)contractors), Vendor remains liable towards P&PP for the adequate performance of its obligations.

3.4 Until Goods or Services are explicitly accepted by P&PP in writing, the performance of the agreement is not considered fulfilled, and P&PP is entitled to postpone its obligations or, to its own discretion, (partially) terminate the agreement without any further liability to Vendor.

3.5 If Vendor fails, at P&PP’s reasonable discretion, to deliver or perform as agreed, including in case of temporary unavailability due to, but not limited to, illness or holidays, of which you must inform P&PP immediately in writing, Vendor shall be in default de jure and shall upon notification thereof, at its own risk and expense, immediately do anything necessary to remedy such default. In this case P&PP is entitled to postpone its obligations or, to its own discretion, (partially) terminate the agreement without any further liability to Vendor. Vendor shall be liable for all costs and/or damages resulting from the default. Notwithstanding the foregoing, Vendor shall promptly notify P&PP of any anticipated delay in the delivery or performance of the Goods or Services.

3.6 Changes in (parts of) the performance, proposals, price and/or additional work under an engagement or agreement require the explicit prior written approval by P&PP. P&PP is entitled to transfer to third parties all or part of its rights and obligations against Vendor.3.7 Parties explicitly acknowledge and agree that their agreements do not constitute contracts of employment. P&PP will never be regarded as the employer of Vendor and/or any of Vendor’s personnel or (sub)contractors. Vendor guarantees to completely fulfil all taxes and/or premiums relating to its Goods and/or Services and indemnifies P&PP against all third party claims in this regard.

3.7 Parties explicitly acknowledge and agree that their agreements do not constitute contracts of employment. P&PP will never be regarded as the employer of Vendor and/or any of Vendor’s personnel or (sub)contractors. Vendor guarantees to completely fulfil all taxes and/or premiums relating to its Goods and/or Services and indemnifies P&PP against all third party claims in this regard.

3.8 Vendor is not permitted to transfer any of its obligations under an agreement to a third party without the prior written consent of P&PP.

3.9 Vendor warrants that it is fully entitled and capable to deliver and P&PP can make use of the Goods and/or Services without any limitation or restriction. Vendor is fully liable for and fully indemnifies P&PP against all claims of third parties in this regard.

3.10 Vendor warrants that the Goods and/or Services fully comply with the engagement or agreement, are free of defects, and are fully suitable for the purpose for which they are intended. Vendor furthermore warrants to comply (and have its third parties (such as personnel and/or (sub)contractors) comply) with all applicable rules and regulations and to have all necessary permits, qualifications and/or documents for the performance of the engagement and/or agreement. Vendor is fully liable for and fully indemnifies P&PP against any and all (governmental) penalties, fines and/or (claims for) damages suffered in this regard.

4 LIABILITY

4.1 P&PP is never liable for any damage suffered by or on behalf of Vendor and/or its third parties (such as personnel and/or (sub)contractors), unless the damage is the direct result of intent or gross negligence on the part of the P&PP.

4.2 P&PP’s liability is always limited to amount invoiced for the relevant performance, or the amount that would be paid under P&PP’s liability insurance if this is lower than the invoiced amount.

4.3 Without limitation to any other rights and remedies available to P&PP, Vendor shall be solely liable for all losses and/or damage caused by or on behalf of Vendor or its third parties (such as personnel and/or (sub)contractors), in the execution of an agreement and shall indemnify and keep indemnified P&PP in full against any and all damages as a result of or in connection with any breach by Vendor or its third parties (such as personnel and/or (sub)contractors) of (any part of) the agreement. Vendor is obliged to take out an adequate (liability) insurance against said damages.

4.4 Vendor shall be liable for theft, damages and loss of any materials or Goods used by Vendor in the execution of an Agreement (unless Goods are purchased and the full and unencumbered ownership rights of the Goods are transferred to P&PP), including but not limited to damage caused by visitors, artists or (other) Vendors of P&PP, unless theft, damage or loss is caused by fault or intent of P&PP.

5 PAYMENT & INVOICING

5.1 Prices and fees of Vendor shall be proposed exclusive of VAT and inclusive of all other charges and/or agency fees, unless explicitly agreed otherwise in writing.

5.2 Overtime and expenses, including travel expenses, will only be reimbursed after consultation and written approval from P&PP, and only on the basis of declarations including original specified receipts.

5.3 Insofar as the Vendor provides services through representation of third parties, Vendor hereby declares that it is authorized and empowered to represent such third parties towards P&PP in all matters regarding the agreement and insofar as applicable to send the relevant invoices on behalf of such third parties and collect and receive all moneys payable to such third parties by P&PP under the terms of the agreement. Vendor declares that the receipt thereof shall be good and valid discharge of P&PP.

5.4 Invoice(s) must include reference to the project PO number as provided by P&PP, IBAN number, VAT number, Chamber of commerce registration number and invoice number. Except insofar as the Vendor is based in the Netherlands, the invoice(s) shall exclude VAT, and include the statement that VAT is ‘reverse charged’ since P&PP is not obligated to pay any VAT to Vendors outside the Netherlands.

5.5 The invoice(s) must be issued in English as a .pdf file and sent via email to [email protected]. The invoice(e) shall be addressed to:

PIERCE & PIERCE PRODUCTIONS
Willem Parelstraat 362
1018 Kz Amsterdam
The Netherlands
Vat Number: Nl859890594b01
Cc Number: 74420747

5.6 Invoices and/or declarations must be sent to P&PP within at the latest 10 (ten) days after the project date. Invoices or declarations that have not been timely or correctly received by P&PP shall not be paid.

5.7 Unless expressly agreed otherwise in writing, payments shall be first due by P&PP within 90 days after complete and correct performance of the agreement and upon receipt of the correct and timely invoice of Vendor. If P&PP pays any deposit or advance, these shall be immediately recoverable upon any breach of the agreement or these P&PP Purchase Conditions by Vendor.5.8 P&PP is entitled to suspend payment (in whole or in part) if Vendor fails to comply with any of its obligations under an engagement or agreement or these P&PP Purchase Conditions.

5.9 In case of late payment, P&P shall only be in default and liable for statutory interest after written notice of default. Any collection expenses will remain the responsibility of Vendor.

6 INTELLECTUAL PROPERTY

6.1 If performance of an engagement or agreement results in the creation of any materials (“Materials”) protected by copyrights, trademark rights or any other intellectual property rights, these rights shall belong to P&PP and shall vest into P&PP in an exclusive, unencumbered and undivided manner and/or (insofar as necessary) are hereby fully, exclusively and irrevocably transferred to P&PP, which transfer P&PP accepts in advance with effect from the moment these rights arise. In the event the transfer of these rights may be (deemed) invalid or incomplete, Vendor hereby irrevocably grants P&PP the assignable, sub-licensable, exclusive, perpetual and worldwide right to use/have used, amend/have amended and exploit/have exploited the Materials in any form and manner, in any and all technical formats, configurations and/or arrangements, now known or hereafter devised, as part of the relevant production and the exploitation and promotion thereof. P&PP hereby accepts such grant of rights. P&PP will at its discretion decide on the manner and the (extent of the) use of the Materials.

6.2 Vendor warrants that the Goods, Services and/or Materials shall not infringe upon any intellectual property right of P&PP and/or any third party and indemnifies P&PP against all claims of third parties in this regard.

6.3 If the transfer or licensing of any (intellectual property) rights in this clause require any assistance of Vendor or further formalities, Vendor shall upon first request of P&PP cooperate in all formalities in order to effectuate such grant of rights (e.g. by signing an additional deed of assignment, transfer and/or grant of rights).

6.4 Transfer and/or license of any (intellectual property) rights in this clause is presumed to be included in the agreed fee payment.

7 CONFIDENTIALITY

7.1 Each party shall during and after the Agreement maintain total secrecy with respect to the production, the client and/or to all confidential information and documents provided by the other party, or insofar as necessary, limited to a need to know basis.

7.2 Vendor shall notify P&PP of any breaches of the above and shall co-operate with any reasonable steps which P&PP may decide to take in relation to such breach.

8 TERMINATION

8.1 P&PP is entitled, without a prior notice of default, to (partially) terminate the agreement in writing (email will suffice), or – at its own choice – suspend its own obligations under the Agreement:

a. if Vendor fails to deliver Good or Services on time, or in conformity with the agreement;
b. in case of force majeure or in case P&PP’s client cancels the engagement;
c. Vendor is in breach of any (other) term of the agreement and has failed to remedy such breach within 7 days upon notification (or such shorter time as P&PP may reasonably specify having regard to the effect of the breach);
d. there is a change in the ownership or control of Vendor; or
e. Vendor files for bankruptcy or is declared bankrupt, is placed under guardianship or dies, is dissolved, (partially) ceases its activities, or assigns its activities to a third party.

8.2 Any obligations and rights which by their nature are intended to continue after termination shall survive termination, including Clause 6 and 7.

9 OTHER

9.1 The invalidity or unenforceability of individual provisions of these P&PP Purchase Conditions shall not affect the validity of the remaining provisions.

9.2 All agreements between P&PP and Vendor shall be governed exclusively by the laws of the Netherlands.

9.3 All disputes between parties in relation to the agreement shall be exclusively settled by the competent court in Amsterdam.

April 2024