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General Terms and Conditions of Sale, Delivery and Provision of Services
Filed on 7 January 2021 by the Federation of Production Technology, Association of suppliers and manufacturers of machines, tools, accessories and services for metal and plastics processing, with the Chamber of Commerce under number 40408047.
Article 1.
General
1.1 In these general terms and conditions, the following definitions apply:
“Customer”: the party who, as the Supplier’s counterparty, is involved in one or more of the (legal) acts referred to in the next paragraph, or to whom a (legal) act referred to in that paragraph is addressed;
“Supplier”: the user of these Terms and Conditions;
“Terms and Conditions”: these general terms and conditions of sale, delivery and provision of services.
1.2 These Terms and Conditions apply – in the broadest sense of the word – to all offers, quotations, advice, orders, order or assignment confirmations and agreements of the Supplier for the delivery of products (including machines, tools, software and hardware, capital goods, consumables and parts) and services (including, but not limited to, development, positioning, installation, service, maintenance and repair work);
1.3 The Customer’s general terms and conditions do not apply. The Customer may only rely on provisions deviating from these Terms and Conditions insofar as such provisions have been expressly accepted by the Supplier in writing. Such deviating provisions shall not affect the applicability of the other provisions of these Terms and Conditions.
Article 2.
Formation of the agreement
2.1 All offers, quotations and advice from the Supplier and all orders and assignments from the Customer are non-binding on the Supplier and do not bind the Supplier.
2.2 Agreements between the Supplier and the Customer are formed if and as soon as the Supplier has sent the Customer a written (order) confirmation or (advance) invoice, or – if earlier – if the Supplier commences performance of the Customer’s order, including delivery of products.
2.3 All documents and data (including drawings, images, models, processing proposals, (technical) specifications, descriptions, dimensions and weights, time studies) and product information (including quotations, brochures and leaflets) are in no event binding on the Supplier.
2.4 The documents, data, tools referred to in the previous paragraph and all data generated through the (software in) products supplied by the Supplier to the Customer are, remain and/or become the property of the Supplier, even if costs have been charged to the Customer for them. The Customer warrants that it will not reproduce or make available to third parties the said documents, data and information, other than for the performance of the agreement, without the Supplier’s consent.
2.5 The Customer shall always provide the Supplier in good time and in full with all data and information required for the formation and performance of the agreement (including, but not limited to, all functional and technical specifications). The Customer warrants that such data and/or information are correct, complete, reliable and accurate and do not infringe any third-party rights, nor are they contrary to Dutch and/or European laws and regulations.
2.6 To the extent that personal data are processed by the parties, the parties shall, prior to such processing, make additional written arrangements in accordance with the applicable laws and regulations relating to the protection of personal data, which arrangements shall form an appendix to the agreement between the parties.
Article 3.
Prices
3.1 Unless agreed otherwise in writing, prices are in euros, excluding packaging, transport, loading, unloading and insurance costs, excluding VAT and other government charges applicable to the sale and delivery, and are based on delivery ex works in accordance with the most recent version of the Incoterms. Unless agreed otherwise in writing, the prices referred to in the previous sentence exclude costs for positioning, installation and/or assembly. If and insofar as such costs are included in an order confirmation, those costs are in euros, excluding VAT and other government charges applicable to the sale and delivery and excluding the costs and/or expenses of third parties engaged by the Supplier.
3.2 In the event that factors arising after the date on which an agreement was concluded, or unforeseen circumstances, lead to an increase in cost price (including price increases of raw materials or items sourced from third parties, currency fluctuations and cost increases due to government measures), the Supplier is entitled, after giving written notice to the Customer, to increase its prices.
Article 4.
Payments
4.1 All agreements with the Customer are entered into by the Supplier subject to the condition that the Customer proves to be sufficiently creditworthy.
4.2 At the Supplier’s first request – which the Supplier is entitled to make at any time – the Customer shall provide security, in a manner to be determined by the Supplier, for the timely and proper performance of its obligations towards the Supplier.
4.3 Unless agreed otherwise in writing, all payments must be made within 30 (thirty) days of the invoice date. However, if delivery of the relevant product takes place before expiry of that payment term, (full) payment – and, in the case of payment by instalments, all instalment amounts – must be made at the latest on the date on which the risk in the product passes from the Supplier to the Customer, as determined in Articles 5.4, 5.5 and 5.6. The Customer is not entitled to put any product into use until it has fulfilled all its obligations under the agreement.
4.4 Payments must be made without any deduction of discounts or set-off and without suspension. If the payment term is exceeded, the Customer is in default by operation of law and the amount due becomes immediately payable without further notice of default, increased by interest equal to the statutory commercial interest rate as referred to in Article 6:119a and Article 6:120(2) of the Dutch Civil Code, increased by 3 (three) percentage points per year, as well as all judicial and extrajudicial costs incurred in collecting the claim.
4.5 The Supplier is entitled at all times to require partial or full advance payment or to deliver exclusively cash on delivery (COD).
4.6 Complaints regarding (advance) invoice(s) must be submitted to the Supplier in writing within 14 (fourteen) days of the invoice date, failing which the (advance) invoice(s) shall be deemed accepted. After that, complaints will no longer be considered by the Supplier. In no event does a complaint entitle the Customer to suspend its obligations under any agreement.
4.7 In the event of bankruptcy (or a comparable equivalent under foreign law), placing under guardianship, or (whether voluntary or not) dissolution or liquidation of the Customer, as well as in the event of a conservatory (pre-judgment) or executory (enforcement) attachment on all or part of its assets or income or in the event of suspension of payments and the appointment of an administrator over it, the Customer’s death, and also in the event that it has failed to fulfil one or more obligations under these Terms and Conditions or any agreement, not in time or not properly, all claims (on whatever grounds) of the Supplier become immediately due and payable in full, without further demand or notice of default.
Article 5.
Delivery, term, transport, risk and packaging
5.1 The agreed delivery period for products, positioning, installation and/or assembly, or performance of other services, is not binding, but the Supplier will make good-faith efforts to comply with it.
5.2 The period for delivery or performance of an agreement commences on the latest of the following moments:
a. The day of formation of the relevant agreement;
b. The day of receipt by the Supplier of the documents, data, permits and the like required for performance of the agreement;
c. The day on which the formalities necessary for delivery, positioning, installation and/or assembly have been completed;
d. The day of receipt by the Supplier of what must be paid in advance pursuant to the agreement prior to delivery.
5.3 Exceeding the delivery time does not entitle the Customer to (full or partial) termination or suspension of the agreement, or compensation of any direct or indirect damage.
5.4 Unless the parties have agreed otherwise in writing, deliveries of products are “ex works”, in accordance with the provisions applicable to that delivery method in the most recent version of the Incoterms, currently the Incoterms® 2020 rules.
5.5 From the moment of delivery, the products are at the Customer’s expense and risk, regardless of whether positioning, installation or assembly still has to take place. The Supplier is not liable for any damage related to (delay in) their transport.
5.6 If the parties have agreed an acceptance protocol, the risk in the products passes to the Customer at the moment the products have been physically transferred to the Customer and (i) the Customer has accepted the products in accordance with the agreed acceptance protocol, or (ii) – if earlier – the moment the Customer first puts the products into use. The Customer warrants that signature for acceptance in accordance with an acceptance protocol will always be made by a duly authorised representative of the Customer.
5.7 Any packaging will not be taken back by the Supplier.
5.8 If, after expiry of the delivery date and/or the delivery period, the products have not been taken delivery of by the Customer, the Supplier is entitled to store or have the products stored at the Customer’s expense and risk, and any outstanding (partial) payments become immediately due and payable without further demand or notice of default.
5.9 Early or partial deliveries are permitted at all times. The Customer is obliged to accept such delivery from the Supplier. These Terms and Conditions also apply to partial deliveries.
5.10 The Customer is obliged to immediately inspect the delivered product, the packaging, any positioning, installation/assembly and the performance of other services for any (visible) defects and/or shortages, if and as soon as the Supplier informs the Customer that (i) the products are ready and available to the Customer, and/or (ii) the products have been positioned/installed/assembled and/or (iii) the Supplier reports that the work to be performed has been carried out. Any safety tests within the framework of an acceptance protocol must in any event be carried out by the Customer within 30 (thirty) days after delivery. Any (visible) defects found in the delivered goods, the packaging, positioning/installation/assembly, other work performed or shortages must be communicated by the Customer to the Supplier in writing without delay, failing which the Customer shall be deemed to have approved what has been delivered, positioned/installed/assembled or performed. Complaints in this respect will then no longer be considered, except as provided in Article 13.2.
Article 6.
Retention of title
6.1 All products delivered by the Supplier to the Customer remain the property of the Supplier until full payment of everything the Customer owes the Supplier under the agreement (including interest and costs and any claims for damages). Until full payment as referred to above has been made, no limited right may be created over those products and they may not be disposed of.
6.2 The Customer is obliged to store all products sold and delivered to it by the Supplier separately and clearly identifiable within its business for as long as the Supplier has not received full payment. The Customer also has a duty of care with respect to the products subject to retention of title and must insure them and keep them insured against all risks customary in the industry, including, but not limited to, fire, theft, explosion and water damage.
6.3 In the event of a failure by the Customer to perform any agreement between the parties, the Supplier has the right at all times to repossess all products delivered by it or have them repossessed. In that case, every claim of the Supplier against the Customer becomes immediately due and payable.
6.4 All costs relating to the exercise of retention of title (including transport costs and any storage of products) shall be borne in full by the Customer.
Article 7.
Suspension and termination
7.1 If and as soon as:
– the Customer has failed to fulfil one or more obligations under these Terms and Conditions or any agreement with the Supplier, not in time or not properly;
– third parties claim rights in respect of the Customer’s assets or attachments are levied on its products, or a comparable legal measure is taken under foreign law;
– the Customer applies for suspension of payments or bankruptcy (or a comparable equivalent under foreign law) or the Customer’s bankruptcy or suspension of payments has been/is applied for, the Customer enters into a payment arrangement with one or more of its creditors, or otherwise gives the impression of being or becoming insolvent;
– the Customer (if a natural person) dies, is placed under guardianship or administration (or a comparable equivalent under foreign law) or indicates that it wishes to qualify for debt restructuring;
– the Customer proceeds to (whether voluntary or not) dissolution or liquidation (or a comparable equivalent under foreign law) of its enterprise, the enterprise is continued in another legal form, or the registered office or actual place of business is moved to another country, direct or indirect control in the Customer is transferred to a third party;
– the Customer assigns its rights under any agreement to which these Terms and Conditions apply to a third party;
the Supplier is entitled, at its discretion, to suspend its obligations towards the Customer, on whatever grounds, until the Customer has fully complied with its obligations towards the Supplier, or to terminate the agreement in whole or in part without further notice of default, in both cases without judicial intervention, by means of a written statement, and without being liable to the Customer in any way for damages, costs and interest, without prejudice to the Supplier’s right to claim full compensation of damages.
7.2 Subject to the provisions of the previous paragraph, the Customer’s right to terminate an agreement between the Supplier and the Customer on the basis of Article 6:265 of the Dutch Civil Code is excluded, unless the parties have agreed otherwise in writing in their agreement, in which case that other arrangement applies only to the relevant agreement.
Article 8.
Force majeure
8.1 Force majeure includes all circumstances that occur independently of the Supplier’s will, even if they were foreseeable at the time the agreement was concluded, and which wholly or partially, temporarily or permanently prevent the timely performance of the agreement, such as, but not limited to, threat of war, (civil) war, war damage, terrorism, mobilisation, riots, civil commotion, (natural) disasters, epidemics/pandemics, strike, lock-out, problems relating to workers’ equipment, transport difficulties, import or export restrictions, fire and other serious disruptions in the Supplier’s business (including strike, excessive sickness absence, defects in machinery, disruptions in energy supply or data communications, disruptions caused by malicious software), as well as the impossibility of performing the agreement as a result of any failure by the Supplier’s suppliers or third parties engaged by it in the performance of the agreement, including fitters engaged by the Supplier.
8.2 In the event of force majeure, the parties are entitled to suspend their obligations under the agreement, and the party affected by force majeure must immediately inform the other party of the force majeure situation. If the force majeure situation lasts longer than 3 (three) months, each party is entitled to terminate the agreement in whole or in part unilaterally by means of a written notice to the other party, without the parties being obliged to pay any compensation to each other.
Article 9.
Intellectual property rights
9.1 All intellectual property rights relating to the products sold and delivered by the Supplier (whether or not accompanied by positioning, installation or assembly) as well as to all related software and the work performed by the Supplier, vest in the Supplier or (if applicable) its supplier(s)/licensor(s) and accrue exclusively to the Supplier or (if applicable) its supplier(s)/licensor(s). This includes patent rights, trade mark rights, copyrights, design rights, know-how, trade name rights, database rights and exclusive licence rights. Delivery of a product, software and/or service from the Supplier cannot be regarded as an express or implied licence to use, publish, reproduce, exploit or disclose to third parties the intellectual property rights, unless express written permission has been obtained from the Supplier.
9.2 All drawings, documents, technical data, specifications, user manuals, advice, software and/or other information provided by the Supplier or (if applicable) its supplier(s)/licensor(s) to the Customer that are or may be the subject of any intellectual property right or a comparable right, vest in the Supplier or (if applicable) its supplier(s)/licensor(s), and will be returned by the Customer to the Supplier at the Supplier’s first request.
9.3 The Customer will immediately inform the Supplier if it establishes that a third party infringes any intellectual property right of the Supplier or (if applicable) its supplier(s)/licensor(s), or if a third party asserts any claim against the Customer in connection with the Supplier’s intellectual property rights or (if applicable) those of its supplier(s)/licensor(s). If the Supplier so requests, the Customer will provide all cooperation reasonably required that may lead to the swiftest possible cessation of the infringing acts or settlement of the dispute.
9.4 If the Supplier manufactures products or develops software based on drawings, models, specifications or other instructions, in the broadest sense of the word, from the Customer, the Customer fully warrants that the manufacture, stockholding, marketing, delivery and/or use of these products or software, as well as positioning, installation or assembly of products including software, does not infringe any copyright, trade mark, patent, design or any other third-party right. The Customer indemnifies the Supplier in this respect against all damages, costs and interest, including those that are the direct or indirect consequence of claims by such third parties.
9.5 If a third party objects, on the basis of any alleged right, to the manufacture, holding in stock, marketing, delivery and/or use of the above-mentioned products and software, as well as positioning, installation or assembly of products or software, the Supplier is entitled to immediately cease the aforementioned acts, without being obliged to pay damages to the Customer on that account and without prejudice to the Customer’s indemnity obligation as referred to in the previous paragraph.
9.6 If the Customer infringes any intellectual property right as described in this article, the Supplier may claim from the Customer an immediate, directly payable and non-set-off penalty per infringement and for each day that the infringement occurs, in an amount equal to the total price of the product and/or service to which the infringement relates, without prejudice to the Supplier’s right to full compensation of damages.
Article 10.
Commissioning and assembly
10.1 The Supplier cannot be obliged to start positioning, installation or assembly of the products until all information and data required for that purpose have been fully provided by the Customer to the Supplier and (if applicable) the Supplier has also received the agreed payment for that purpose.
10.2 The Supplier will ensure that positioning, installation or assembly of the products is carried out properly and competently; this obligation constitutes an obligation of best efforts on the Supplier’s part.
10.3 If the parties have agreed positioning, installation and/or assembly, the Customer warrants that the local conditions and environment of the location where positioning, installation and/or assembly must be carried out are such that the Supplier can perform the agreement without hindrance and properly. For example, access doors must be sufficiently wide; foundations, floors and walls on or against which products will be placed or to which the products will be attached must be installed in good time and be adequate for the purpose. In addition, the Customer will always provide, at its own expense, sufficient auxiliary materials and (support) manpower.
10.4 Work that falls outside the scope of positioning, installation and/or assembly or that is caused by the Customer’s insufficient fulfilment of its obligations arising from the previous paragraph is at the Customer’s expense.
Article 11.
Software and data
11.1 If the Supplier makes software available to the Customer for use of a product, that availability is always provided on a non-exclusive basis.
11.2 The Supplier always has the right (but is not obliged) to modify or adjust the (operating) software at any time, to make a new version, upgrade or update available and to change the functionalities and/or properties of the software.
11.3 The software may only be used by the Customer itself, to the exclusion of any other party.
11.4 The Customer acknowledges that the software supplied with products is supplied “as is” and without warranties, subject to Article 14.
11.5 If the Customer fails to fulfil, or inadequately fulfils, its obligations under these Terms and Conditions and/or any agreement between the parties, or if the Supplier deems this necessary with a view to safety, the Supplier is entitled, after warning the Customer of the measure to be taken, to deny the Customer the ability to use software necessary for a product (and thus potentially render the relevant machine inoperable) until such time as the Supplier (at its discretion) has established that the Customer is sufficiently meeting its obligations or the safety risks identified by the Supplier have been sufficiently reduced.
11.6 The Supplier is and remains the owner of all information and data generated by the products and software supplied by the Supplier and is entitled to analyse such information and data, including for the improvement of its products and software.
Article 12.
Customer’s obligations
12.1 The Customer shall always take due care of each delivered product and is obliged to follow all user instructions and to take all measures and follow all directions that must be observed when using the product and that contribute to the durability of the product and the safety of the product and its user, including arranging the (timely) performance of (prescribed) maintenance or repair work.
12.2 The Customer is obliged to clearly and explicitly communicate the operating instructions established by the Supplier to third parties (including, but not limited to, the Customer’s employees) who use the product.
12.3 The Customer shall ensure that the products are used and operated only by trained and certified employees with the required level of knowledge and the necessary expertise and shall therefore ensure that it always has (sufficient) trained staff available.
12.4 The Customer will not engage third parties for maintenance or repair work relating to the products unless agreed between the parties in writing.
12.5 The Customer shall not put the products into use before full payment of the relevant (partial) invoice(s), including any interest and costs.
12.6 The Customer indemnifies the Supplier against all claims and demands by third parties for damages, performance or otherwise insofar as such claims and demands relate to or result from the Customer’s failure to comply, or failure to fully comply, with these Terms and Conditions or any agreement between the Supplier and the Customer or statutory provisions or other provisions of the Supplier, or the Customer’s failure or insufficient failure to inform third-party users in connection with use of the product. The Customer is also obliged to compensate all damage suffered by the Supplier in such a case, including damage to the Supplier’s good name and reputation.
Article 13.
Complaints
13.1 In the event of complaints regarding visible defects (as referred to in Article 5.10) and non-visible defects (as referred to in Article 13.2) in products, or complaints regarding the performance of work by the Supplier, the Customer is obliged to immediately follow all oral and written instructions (including those in user manuals) of the Supplier (such as switching off or no longer using the relevant product).
13.2 Complaints regarding non-visible defects in delivered products or performed work must be reported to the Supplier in writing as soon as possible – stating precisely the nature of the defect and the grounds for the complaint – and in any case within 3 (three) working days after discovery of the defect in the product, or – in the case of positioning/installation/assembly or performance of any work by the Supplier – within 24 hours after positioning/installation/assembly or performance of the service, failing which the positioning/installation/assembly of the products or performance of the work shall be deemed accepted. If the user manual for the relevant product specifies shorter periods, the shorter period specified therein applies.
13.3 After written notification in accordance with the previous paragraph, the complaint will be investigated by the Supplier for validity as soon as possible. For that purpose, the Customer will allow representatives of the Supplier to examine and assess the relevant product or performed work at the Customer’s office and/or place of business. If, in the Supplier’s opinion, a justified complaint has been made regarding a product delivered and/or work performed by the Supplier and the Customer has (also in the Supplier’s opinion) been able to provide sufficient evidence that the defect, as referred to in Articles 13.2 and 5.10, already existed at the time of delivery or completion of performance, the Supplier will, at its discretion, replace the defective product or part thereof free of charge, or repair the defect or the defective part of the product, or re-perform the work free of charge, without the Customer being entitled to compensation of damages.
Article 14.
Warranty
14.1 The Supplier warrants, for a period of up to 12 (twelve) months (and shorter if the products are used in shifts) after delivery, the conformity of the products delivered and/or manufactured by it, as required for their application and normal use, under the conditions communicated in writing to the Customer for the relevant product and set out in the product information sheets and/or user manuals provided by the Supplier to the Customer in relation to the relevant product.
14.2 In the case of positioning/installation/assembly by the Supplier, the period referred to in the previous paragraph commences on the day on which positioning/installation/assembly by the Supplier is completed, provided that in such case the period ends in any event once 18 (eighteen) months have elapsed after delivery.
14.3 In no event is the Customer entitled to the warranty referred to in the previous paragraph if:
– the Customer fails to fulfil one or more obligations towards the Supplier on any grounds whatsoever, including full payment of all relevant (partial) invoices, including any interest and costs, as referred to in Article 4.3;
– the alleged defect cannot be regarded as a defect that arose/occurred during normal use of the delivered products or is caused by any form of wear and tear due to normal use;
– the delivered products have been used in circumstances that do not correspond with the circumstances for which they are intended and/or maintenance has not been performed in accordance with the prescribed maintenance intervals;
– the delivered products have been positioned or assembled carelessly or contrary to the instructions given by the Supplier, stored, altered, processed, used or maintained improperly, or have been repaired by someone other than the Supplier or with non-original parts;
– the delivered products have been used or operated by persons who are not trained for that purpose and/or do not have the required level of knowledge or the required expertise;
– there is a defect that the Customer knew or ought to have known, or a defect caused by a circumstance that occurred after the products were delivered to the Customer.
14.4 If any defect occurs, the Customer shall inform the Supplier of the complaint and the nature of the defect in writing without delay, and in no event later than three (3) working days after the moment the defect could reasonably have been discovered. In all cases, the Customer’s right to rely on conformity lapses after expiry of the above-mentioned period.
14.5 If, in the Supplier’s opinion, the Customer has rightfully invoked Article 14.1, the Supplier will – exclusively and at its discretion – replace the defective product or part thereof free of charge, in which case the defective product or the relevant part becomes the property of the Supplier, or repair the defect or the defective part of the product, or re-deliver the defective service, in all cases without the Customer being entitled to compensation of damages. Costs exceeding the normal costs of repair or replacement of the products or parts thereof shall be borne by the Customer. The same applies to transport, travel and labour costs. In all circumstances, the Customer shall fully cooperate with the Supplier to enable the Supplier to remedy the defect within a reasonable period, without any costs being incurred by the Supplier in this respect.
14.6 No warranty is given for inspections, advice and similar services performed by the Supplier.
14.7 An alleged failure by the Supplier to comply with its warranty obligations does not release the Customer from the obligations arising for it under any agreement concluded with the Supplier. In no event does the Customer have the right to terminate the agreement.
14.8 The provisions of this article are exhaustive and exclude any other right, guarantee and remedy, whether written or oral, express or implied, including those as provided in Book 7, Title 1 of the Dutch Civil Code, and also guarantees regarding merchantability or fitness for a purpose other than that for which the delivered product is intended.
14.9 If the Supplier delivers products to the Customer and may or may not position, install or assemble them, which the Supplier has obtained from its own supplier(s), the Supplier shall never be obliged towards the Customer to do more than it can claim from its own supplier(s) and what in the relevant case is actually honoured by its own supplier(s).
Article 15.
Liability
15.1 The Supplier’s liability for the (delivery/positioning/installation/assembly of) products is limited to performance of the obligations described in Article 14 of these Terms and Conditions.
15.2 Subject to the foregoing, the Supplier is in no case (i.e. neither in the event of delivery of products nor in the event of the provision of services, all as referred to in Article 1.2) liable for damage resulting from a failure towards the Customer, whether attributable or not, or for damage resulting from a tort towards the Customer, unless the damage in question was caused by intent or wilful recklessness of the Supplier’s management or managerial subordinates belonging to the Supplier’s management team.
15.3 In no event (i.e. neither in the event of delivery of products nor in the event of the provision of services, all as referred to in Article 1.2) is the Supplier liable for business loss, consequential and/or indirect loss, including, but not limited to, loss of profit and turnover, loss suffered, delay damages, environmental damage and non-material damage, of the Customer. The Supplier is also not liable for damage attributable to an act or omission of the Customer or a third party engaged by the Customer.
15.4 Without prejudice to the foregoing, the Supplier’s liability in all cases is limited to the original purchase price of the products as well as the costs for positioning, installation and/or assembly thereof, or, in the case of services, the contract value, unless the parties have agreed otherwise in writing.
Article 16.
Agreements for the performance of work/services
16.1 The agreement relating to work to be performed by the Supplier for the Customer is entered into for an indefinite period, unless it follows from the content, nature and scope of the agreement that it is entered into for a fixed term or ends after completion of the agreed work.
16.2 The Supplier cannot be obliged by the Customer to commence performance of the agreed work until all data required for that purpose pursuant to Article 2.5 are in the Supplier’s possession and the Supplier has received the agreed (instalment) payment (as charged in the advance invoice).
16.3 All assignments are accepted and performed by the Supplier exclusively with the exclusion of Articles 7:404 and 7:407(2) of the Dutch Civil Code.
16.4 In performing its work, the Supplier will observe the care of a good supplier; this obligation constitutes an obligation of best efforts, unless expressly agreed otherwise in writing.
16.5 After completion of the work performed by the Supplier, the Supplier will send a final account to the Customer. If the agreement is terminated (interim), the Supplier will likewise send a final account covering the services performed up to the moment of termination.
16.6 Both the Supplier and the Customer are entitled to terminate the agreement for the provision of services (regardless of whether it was entered into for a fixed or indefinite period) at any time in writing, subject to a notice period of 3 (three) months, unless the parties have agreed a different notice period in writing.
Article 17.
Confidentiality
17.1 The Customer is obliged to keep confidential any information or data provided by or on behalf of the Supplier, of which the Customer knows or reasonably should know that it is secret and/or confidential and/or that disclosure may be harmful to the Supplier. The Customer is also obliged to keep confidential any advice, opinions or other statements provided by or on behalf of the Supplier (in the broadest sense of the word), provided that these may be used within the Customer’s own organisation. The foregoing sentences do not apply if the Supplier has expressly given prior written permission to disclose the information, or disclosure takes place pursuant to a court order or a decision of a competent governmental authority.
Article 18.
Disputes and governing law
18.1 All disputes arising in connection with an obligation between the Supplier and the Customer and all disputes relating to these Terms and Conditions and all resulting non-contractual obligations shall be settled by the competent Dutch court in the district where the Supplier is established.
18.2 Dutch law applies to all obligations between the Supplier and the Customer, to these Terms and Conditions and to all resulting non-contractual obligations. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980) is expressly excluded.
18.3 These Terms and Conditions have been drawn up in the Dutch language and are translated into other languages. In the event of any (possible) difference in text and/or interpretation between these versions, the Dutch version of the Terms and Conditions shall always prevail.
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