GENERAL TERMS

 

Please read carefully the terms & conditions regarding being part of P A U S E CONSCIOUS POP-UP STORE. 

Article 1. General

  1. These General Terms apply to every offer, quotation and agreement between Pause Pop Up, hereinafter referred to as “Pause Pop Up” and a Client to which Pause Pop Up has declared these terms and conditions applicable, insofar as the parties have not deviated explicitly and in writing form these conditions.

  1. The present terms and conditions also apply to agreements with Pause Pop Up, for the execution of which Pause Pop Up should involve third parties.

  2. These General Terms are also written for the employees of Pause Pop Up and her management.

  3. The applicability of any purchase or other conditions of the Client is rejected.

  4. If one or more provisions in these general terms and conditions at any time wholly or partially be void or annulled, then the other provisions in these general terms and conditions remain fully applicable. Pause Pop Up and the Client will then enter into consultation in order to agree on new provisions to replaced he void or annulled provisions, whereby as much as possible the purpose and intent of the original provisions will be taken into account

  5. If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place ‘in the spirit’ of these provisions.

  6. If a situation arises between the parties that are not regulated in these general terms and conditions, this situation must be assessed ‘in the spirit’ of these general terms and conditions.

  7. If Pause Pop Up does not always demand strict compliance with these conditions, this does not mean that its provisions do not apply, or that Pause Pop Up would in any way lose the right in other cases to demand strict compliance with these terms and conditions.

  8. Pause Pop Up is a company under Dutch law and is registered with the Chamber of Commerce under number 67381596.

  9. Pause Pop Up processes (your) personal data in accordance with the AVG and has drawn up a privacy regulation for this purpose. The privacy regulation can be consulted on the website of Pause Pop Up.

 

Article 2. Quotes and offers

  1. All quotes and offers by Pause Pop Up are without obligation unless a deadline for acceptance has been set in the offer. If no acceptance term has been set, no rights can be derived from the quotation or offer in any way if the product which the quotation or offer relates is no longer available in the meantime.

  2. Pause Pop Up cannot be held to its quotes or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.

  3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel, accommodation, shipping and administrative costs unless stated otherwise.

  4. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Pause Pop Up is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance unless Pause Pop Up indicates otherwise.

  5. A composite quotation does not oblige Pause Pop Up to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3. Contract duration; execution times, transfer of risk, implementation and amendment of the agreement; price increase

  1. The agreement between Pause Pop Up and the Client is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

  2. If a period has been agreed or stated for the performance of certain work or for the delivery of certain goods, this is never a fatal deadline. In the event that a period is exceeded, the Client must, therefore, notify Pause Pop Up in writing in default. Pause Pop Up must be offered a reasonable period in which to still implement the agreement.

  3. Pause Pop Up will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of knowledge at that time.

  4. Pause Pop Up has the right to have certain activities performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 Dutch Civil Code is expressly excluded.

  5. If Pause Pop Up or third parties engaged by Pause Pop Up perform activities within the framework of the assignment at the location of the Client or a location designated by the Client, the Client shall provide free of charge care for the employees reasonably required facilities.

  6. Delivery of the goods to Pause Pop Up is sent by the client at its own expense and risk. After the event, the client must pick up his unsold goods at a location, date and time specified by Pause Pop Up unless otherwise agreed. If the client fails to pick up the unsold goods then Pause Pop is not responsible for returning the unsold goods to the client.

  7. Pause Pop Up is entitled to execute the agreement in different phases and to invoice the thus executed part separately.

  8. If the agreement is executed in phases, Pause Pop Up may suspend the execution of those parts that belong to the following phase until the Client has approved the results of the preceding phase in writing.

  9. The Client ensures that all data, of which Pause Pop Up indicates that these are necessary or of which the Client should reasonably understand that these are necessary for the execution of the agreement, are provided to Pause Pop Up in time. If the data required for the execution of the agreement have not been provided to Pause Pop Up in time, Pause Pop Up has the right to suspend the execution of the agreement and/or to charge the additional costs resulting from the delay according to the then usual rates to the Client. The execution period does not commence until after the Client has given Pause Pop Up the data. Pause Pop Up is not liable for damages of any came because Pause Pop has assumed an incorrect and/or incomplete data provided by the Client.

  10. If during the execution of the agreement it becomes apparent that it is necessary for a proper execution thereof to change or supplement it, the parties shall proceed to adjust of the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc. is changed and the agreement is thereby changed qualitatively and/or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Pause Pop Up will make a quotation of this as much as possible in advance. By an amendment to the agreement, the originally stated term of execution can be changed. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.

  11. If the agreement is changed, including a supplement, then Pause Pop Up is entitled to perform this first after having been approved by the person responsible within Pause Pop Up and the Client has agreed to the for the performance specified price and other conditions including the then to be determined time at which it will be implemented. The non-execution or non-immediate performance of the amended agreement does not constitute a breach of contract by Pause Pop Up and is no reason for the Client to terminate or cancel the agreement.

  12. Without being in default, Pause Pop Up may refuse a request to amend the agreement, if this could have qualitative and/or quantitative consequences, for example for the work to be performed or the goods to be delivered in that context.

  13. If the Client is in default in the proper fulfilment of what he is obliged to Pause Pop Up, then the Client is liable for all damage on the part of Pause Pop Up thereby directly or indirectly arise.

  14. If Pause Pop Up agrees with the Client a fixed fee or fixed price, then Pause Pop Up is nevertheless entitled at all times to increase this fee or this price without the Client is entitled to dissolve the agreement, if the increase of the price arises from a power of obligation pursuant to the law or regulation or finds is cause in an increase of the price of raw materials, wages, etc. or on other grounds that can not reasonably be expected foreseeable at when entering into the agreement.

  15. If the price increase other than as a result of an amendment to the agreement exceeds 10% and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to title 5 section 3 of Book 6 BW entitled to dissolve the agreement by means of a written statement, unless Pause Pop Up

  • is still prepared to execute the agreement on the basis of the originally agreed;

  • if the price increase ensues form a power or an obligation on Pause Pop Up pursuant to the law;

  • If it is stipulated that the event will take place more than three months after the conclusion of the agreement.

Article 4. Suspension, dissolution and interim termination of the agreement.

  1. Pause Pop Up is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not, not fully or not timely, fulfill the obligations arising from the agreement, if circumstances after the conclusion of the agreement give Pause Pop Up good reason to fear that the Client will not fulfil the obligations, if the Client at the conclusion of the agreement is requested to provide security for the fulfilment of its obligations from the agreement and this security is not provided or is insufficient or if the delay on the part of the Client, Pause Pop Up can no longer be expected to fulfil the agreement under the originally agreed conditions.

  2. Pause Pop Up is furthermore entitled to dissolve the agreement if circumstances arise which are of such a nature that fulfilment of the agreement is impossible or if circumstances arise otherwise that the unaltered maintenance of the agreement cannot reasonably be invoked by Pause Pop Up.

  3. If the agreement is dissolved, the claims of Pause Pop Up on the Client will be immediately due and payable. If Pause Pop Up suspends the fulfilment of the obligations, it will retain his rights under the law and agreement.

  4. If Pause Pop Up proceeds to suspension or dissolution, it shall in no way be obliged to pay compensation for damage and costs in any way whatsoever.

  5. If the dissolution is attributable to the Client, Pause Pop Up is entitled to compensation of the damage, including the costs, thereby directly and indirectly arising.

  6. If the Client does not fulfil his obligations arising from the agreement and this non-fulfilment justifies dissolution, Pause Pop Up is entitled to dissolve the agreement immediately and with immediate effect without any obligation on her part to pay any compensation or compensation, while the Client, due to breach of contract, is indeed obliged to pay compensation or compensation.

  7. If the agreement is prematurely terminated by Pause Pop Up, Pause Pop Up will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Client. If the transfer of the work for Pause Pop Up entails additional costs, these will be charged to the Client. The Client is obliged to pay these costs within the specified period unless Pause Pop Up indicates otherwise.

  8. In the event of liquidation, (application for) suspension of payments or bankruptcy, of attachment - if and insofar as the attachment is not lifted within three months - at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client does not to be able to freely dispose of its assets for a longer period, Pause Pop Up is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on her part to pay any compensation or compensation. The claims of Pause Pop Up on the Client are immediately due and payable in that case.

  9. If the Client cancels an assignment in whole or in part, the work that has been performed and the goods prepared for it, plus any possible delivery and delivery costs thereof and the labour time reserved for the execution of the agreement, will be fully integrated and charged to the Client.

Article 5. Force Majeure

 

  1. Pause Pop Up is not obliged to fulfil any obligation towards the Client if she is prevented from doing so as a result of a circumstance that is not due to a fault, and neither pursuant to the law, a legal act or generally accepted standards for her account.

  2. Force majeure is understood in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, which Pause Pop Up can not exert influence on, but which prevents Pause Pop Up from fulfilling her obligations. Strikes in the company of Pause Pop Up or of third parties included. Pause Pop Up also has the right to invoke force majeure if the circumstance which prevents

    (further

    ) performance of the agreement occurs after Pause Pop Up should have fulfilled its obligation.

  3. During the period that the force majeure continues, Pause Pop Up can suspend the obligations under the agreement. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement without any obligation to compensate the other party for damage.

  4. In so far as Pause Pop Up has at the time of the occurrence of force majeure partially fulfilled its obligations under the agreement or will be able to comply with it, and if the part being fulfilled or to be fulfilled belongs to independent value, Pause Pop Up is entitled to invoice the obligations already fulfilled respectively invoice the part to be paid separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 6. Payment and collection costs

 

  1. Payments must always be made within 10 days of the invoice date, in a manner to be indicated by Pause Pop Up in the currency in which the invoice is made, unless stated otherwise by Pause Pop Up in writing. Pause Pop Up is entitled to invoice periodically. Pause Pop Up will, if money has to be paid to the Client, transfer it to the bank /Paypal account of the Client after a settlement of the commission costs within 14 days.

  2. If the Client remains in default in the timely payment of an invoice, then the Client is legally in default. The Client will then owe interest of 1% per month unless statutory commercial interest is higher, in which case the statutory commercial interest is due. The interest on the due an payable amount will be calculated from the moment the Client is in default until the moment of payment of the full amount due.

  3. Pause Pop Up has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. Pause Pop Up can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. Pause Pop Up can refuse full payment of the principal sum if the vacant and current interest and collection costs are not also paid.

  4. The Client is never entitled to set off the amount owed by him to Pause Pop Up. Objections against the height of an invoice do not suspend the payment obligation. The Client who does not appeal to Section 6.5.3 (Articles 231 to 247 of Book 6 Dutch Civil Code) is also not entitled to suspend the payment of an invoice for any other reason.

  5. If the Client is in default or omission in the (timely) fulfilment of his obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice. However, if Pause Pop Up has incurred higher costs for the collection that was reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Client. The Client also owes commercial interest on the collection costs owed.

 

Article 7. Ownership

  1. The goods delivered to Pause Pop Up in the context of the agreement shall remain the property of the Client.

  2. The goods delivered by the Client that fall under the ownership pursuant to paragraph 1 may be resold by Pause Pop Up as agreed with the Client.

  3. Furthermore, the Client undertakes to ensure the goods delivered and to keep them insured against fire, explosion and water damage as well as against theft and to make the insurance policy available to Pause Pop Up available for inspection.

  4. Pause Pop Up is in no way liable for the property of the Client unless damage has been caused by intent or deliberate recklessness by Pause Pop Up.

  5. When Pause Pop Up sends the delivered goods back, Pause Pop Up is not liable if the shipment does not arrive at the Client. Pause Pop Up will do its utmost to find out where the shipment is.  

 

Article 8. Liability

  1. If Pause Pop Up should be liable then here liability is limited to what is regulated in this provision.

  2. Pause Pop Up is not liable for damage, of whatever nature, caused by the fact that Pause Pop Up has assumed incorrect and/or incomplete information provided by or on behalf of the Client.

  3. If Pause Pop Up is liable for any damage, the liability of Pause Pop Up is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.

  4. The liability of Pause Pop Up is in any case always limited to the amount of the benefit of his insurer as the occasion arises.

  5. Pause Pop Up is only liable for direct damage.

  6. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage in the sense of these conditions, any reasonable costs incurred to the defective performance of Pause Pop Up to have the agreement answered, in so far as these can be attributed to Pause Pop Up and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in this general requirements. Pause Pop Up is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.

 

Article 9. Indemnity

  1. The Client indemnifies Pause Pop Up for any claims by third parties that suffer damage in connection with the performance of the agreement and whose cause is attributable to others than to Pause Pop Up. If Pause Pop Up should be addressed by third parties for this reason, then the Client is obliged to assist Pause Pop Up both in and out of court and to do everything that may be expected of him in that case without delay. Should the Client fail to take adequate measures, then Pause Pop Up, without notice of default, is entitled to proceed accordingly. All costs and damages on the part of Pause Pop Up and third parties thereby arise, are fully for the account and risk of the Client.

Article 10. Intellectual ownership

  1. Pause Pop Up reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations. Pause Pop Up has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Client is brought to the knowledge of third parties.

 

Article 11. Applicable law and disputes

  1. All legal relationships to which Pause Pop Up is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

  2. The judge in the place of business of Pause Pop Up is exclusively authorized to take cognizance of disputes unless the law prescribes otherwise. Nevertheless, Pause Pop Up has the right to submit the dispute to the competent court according to the law.

  3. The parties will first appeal to the courts after they have made every effort to settle a dispute in mutual consultation.

 

Article 12. Location and modification conditions

  1. Applicable is the version that applied at the time of the realization of the legal relationship with Pause Pop Up.
  2. The Dutch text of the general terms and conditions is always decisive for the explanation thereof.
             
P A U S E POP-UP carefully selects their exhibitors, to participate is synonymous of quality and prestige for all. We offer unique and outstanding venues, equipped with the necessary infrastructure to carry out the event. And we make a great effort in communication, both online and online, aimed at attracting potential consumers.
  • Exhibition space in an outstanding venue.
  • We provide the presentation, communication, visual merchandising, commercial assistance and charge of the product by POS service.
  • We help facilitate attendance and presentation of your brand on social media, blogs, and press for the event.
  • Live editorial photo shooting, documentary photographs, and video.
  • Our sales team will show and sell your collection and explain your concept and story to the audience.
What do we expect from the participants? 
  • Mention of your participation in own network and promotion across all channels as Facebook, 
Instagram, blog, personal website. Inviting networking, friends and general audience to the P A U S E CONSCIOUS POP-UP.
  • Clear and well-secured prices on products. All products with a label tag, if not possible, by skipping card (securely attached). Only then we are able to provide a good overview of the market. Not priced items cannot be sold.
  • Fully completed digitally delivered product list for shop with all products, prices, codes, etc. 
P A U S E POP-UP will provide an excel form for this matter.
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