General terms and conditions

of the private limited liability company NAUTA SIGN B.V., established in Ede;

Article 1 - Applicability
1. Unless expressly agreed otherwise in writing, these terms and conditions apply to all our offers, advice, agreements entered into with us and all work carried out by us and for us. Deviations from these conditions shall not be binding for us until they have been confirmed by us in writing.

2. These conditions replace and exclude all conditions, which have been or will be imposed by our contract partner.

Article 2 - Offers and confirmations of orders
1. All offers, quotations and advice are without obligation, unless expressly agreed otherwise in writing and based on the data provided by our contract partner. An offer is valid for one month.

2. If an agreement is ultimately not reached with us, we have the right to charge all costs we have had to incur to make an offer, advice or quotation, including the costs of carrying out research, measurements and tests, producing drawings, designs etc, to the party who requested the offer, advice or quotation.

Article 3 - Agreement
1. We shall be bound by all instructions and orders given by our contract partner and their representatives or agents only once we have confirmed them in writing.

2. The contract is considered to have been entered into on the date of dispatch of our order confirmation, or on the date of receipt of the offer, quotation or agreement signed for approval by our contract partner, or on the date we have signed an agreement, or on the date we have fulfilled our delivery obligations in the event of a cash sale.

3. The content of an agreement entered into with us is limited to what has been agreed in writing. Any subsequent additional agreements or amendments to the contract are only binding if we have confirmed them in writing..

4. Unless expressly agreed otherwise, the party to whom an offer, quotation or order confirmation has been made, or the party benefiting from the sale and/or installation and/or processing of goods delivered and/or work performed by us, shall be considered our contract partner.

5. If our contract partner is to be regarded as a legal entity, then, unless otherwise agreed in writing, the members of the management board shall also be jointly and severally liable for the fulfilment of the obligations arising from the contract entered into with us. The same applies with regard to the spouse of the contract partner who is not entitled to invoke any prenuptial agreement.

Article 4 - Scope of the agreement/contracted work, contract variations
1. The scope of the agreement is limited to what has been agreed in writing or to what has been delivered or performed by us upon cash payment or delivery from stock.

2. All changes to the contract, whether due to special instructions from our contract partner or as a result of non-conformity of the data provided by the contract partner with an earlier specification, will be charged separately if additional costs arise as a result. Contract variations will be charged.

3. In the event an agreement involves the sale and/or licensing of software and/or computer systems, unless otherwise agreed in writing, the use of the delivered goods will be limited to the workplace designated by the customer. The customer is explicitly prohibited from using the software and/or licences elsewhere within his company, whether or not for his own benefit, whether or not in copied form or whether or not for third parties to use. Violation of the provisions of this paragraph of this article entitles us to rescind this agreement and full compensation, without prejudice to the other provisions of these terms and conditions.

Article 5 - Delivery time and delivery
1. Our deliveries take place ex warehouse/company.

2. Delivery times for the work to be performed by us and goods to be delivered are only given as approximate, subject to uninterrupted progress of the work and supply of goods and materials, including the goods and data to be supplied by our contract partner and our suppliers. In the event of a delay, we will, if possible, specify a new deadline for delivery/execution.

3. Failure to meet any agreed (delivery) deadline does not release our contract partner from its obligations pursuant to any agreement entered into with us. Nor does he therefore have the right to dissolve or cancel the agreement, any claim to compensation, even after notice of default, or any right to perform or have work performed to execute the agreement, with or without legal authorisation, unless expressly agreed otherwise in writing. Our contract partner indemnifies us against all claims made against us by third parties in this regard, regardless of whether these claims are based on agreements entered into by the contract partner with third parties.

4. Any agreed period shall begin from the date of establishment of the contract entered into with us, but not before the day on which all documents, data, materials and information originating from or to be supplied by our contract partner relating to the execution of the contract are available to us. The delivery period is interrupted as soon as the shipment is ready for shipment.

5. We shall always be permitted to deliver in instalments. Invoices relating to partial deliveries must be paid within the applicable payment period.

6. In the case of delivery on demand, the entire order must be settled within one month of the date on which we notify you that it is ready. If this deadline is not met, we shall be entitled to deliver the part of the order still held by us to our contract partner at his expense upon prior written notice. If our contract partner misses the delivery deadline, we are entitled to charge our contract partner 2% of the invoice amount for each month or part thereof as storage costs from the date the delivery is ready for dispatch.

Article 6 - Scope of delivery, quality, quantity, dimensions, weight, etc.
1. The goods to be delivered by us and the work to be performed are delivered/performed in compliance with the tolerances specified by us or our supplier with regard to dimensions, weights, colours, design, typeface, thickness, hardness, quality, further execution, etc. We are not liable for deviations in colours, quality, design, weights, dimensions, typeface, thickness, hardness, further execution, etc. These are only given as approximations. Minor deviations from the usual tolerances shall never constitute grounds for compensation by our contract partner on rescission of the contract.

2. Tolerances of up to 3% with regard to the quantities delivered by us are permitted.

3. For items delivered by us without any further processing other than installation, only the specifications and tolerances specified by the manufacturer/producer apply. We are not liable for deviations from specifications provided by the manufacturer/producer.

4. The cost of taking measurements, weights, etc., placing or fixing materials, as well as other additional work to be carried out shall be borne by our contract partner, unless expressly agreed otherwise in writing.

5. Application software provided by us can never be entirely error-free.

Article 7 - Dispatch and packaging
1. From the time the deliveries leave our company or are ready for dispatch, the goods shall be at the expense and risk of our contract partner. We are not obliged to insure the goods for our own account, unless expressly agreed otherwise.

2. If we handle shipping, we are free to choose the means of transport, even if transportation is paid for by the contract partner. When shipping to multiple destinations, we are entitled to issue a separate invoice each time.

3. For shipping within the Benelux, € 15.00 handling and shipping costs will be charged. Additional shipping costs are always charged for express shipments, same-day shipments or shipments outside the Benelux countries, as well as for shipments with items that are wider than 2 metres. 

4. In the event of a delay in acceptance or collection of an order by our contract partner and in the event of other causes not attributable to us, the risk will transfer to our contract partner at the point when he is notified that the order is ready for dispatch.

5. Provided the delivered goods do not have any more than insignificant defects, they should be accepted by our contract partner. Crates and other packaging measures should be examined for damage and theft before handover. Damaged consignments may only be accepted from the carrier after the damage has been established in writing. A defect in part of the delivery does not constitute a right to refuse the entire delivery.

Article 8 - Prices
1. Unless agreed otherwise, all prices are net prices in euros:

- excluding any taxes, levies, municipal dues and sufference tax levies, any import duties, taxes, tolls or other charges payable thereon;
- excluding packaging costs.

2. Unless otherwise agreed, the prices and conditions valid on the day of dispatch or availability shall apply. If external circumstances necessitate it, we are entitled to revise the prices for work still to be performed and/or quantities to be delivered, even if part of the agreement has already been executed by us. An increase as described in this article does not entitle our contract partner to rescind the contract, nor to any compensation.

3. Price discounts must be agreed in writing, subject to the provisions of Article 9(1) below. Price discounts expire with immediate effect as soon as our contract partner is in default in respect of its obligations pursuant to any agreement entered into between the parties.

4. Goods or materials provided by us as part of an order become our property. Our contract partner can never derive any right to discount or commission from this.

Article 9 - Payment
1. In case of non-cash sales, our invoices are payable within 1 month from invoice date, without deduction of any discount on any set-off, unless otherwise agreed in writing.

2. We are always permitted to deliver on the basis of cash on delivery or delivery note. Bills of exchange, where applicable, will only be accepted if expressly agreed and only against payment of the discounting costs and will only be deemed actual payment upon settlement. Payment by bills of exchange does not entitle you to any discount.

3. If our contract partner is in default of payment, we are entitled to suspend or dissolve the (further) execution of the contract, without being liable for any compensation or otherwise. If our contract partner fails to comply with our payment terms, all our claims become due immediately..

4. Payment of the entire sum due shall become immediately due and payable in the event of non-acceptance of a bill of exchange or non-payment on the due date, or if our contract partner becomes bankrupt, applies for a suspension of payments or application of the statutory debt rescheduling regime (WSNP), or his receivership is applied for, or any attachment is levied on goods or receivables, and if he dies, goes into liquidation or is dissolved.

5. At our first request, our contract partner will provide adequate security for the fulfilment of its obligations towards us in the form of a bank guarantee or otherwise. In addition, we are entitled to demand full or partial payment in advance. Non-compliance with a request to that effect shall entitle us to suspend the delivery or performance of work or to dissolve the agreement without legal intervention, and without being liable for any compensation or otherwise.

6. If the invoice amount due is not paid by our contract partner within the payment period, the latter shall become liable to pay interest at the rate of 1.5% a month or part thereof, starting from the day on which the payment period expires. Our contract partner is in default by the mere expiry of any agreed deadline for payment or fulfilment of any obligation, without separate notice of default being required.

7. If our contract partner is in default of payment, the amount due will be further increased by the judicial and extrajudicial collection costs, including the costs of legal aid. In any case, the contracting party shall owe 15% extrajudicial collection costs (excluding any tax due thereon) on the principal sum and open interest pursuant to paragraph 6 of this provision, to be increased by the contract or statutory interest on the collection costs following the commencement of legal proceedings, all this with a minimum of € 200 (excluding any tax due thereon). We are not required to demonstrate that we have lapsed in the expenditure of the costs referred to in this paragraph.

8. Any production and design costs incurred by us and charged by means of a separate invoice must be paid within the specified payment period.

9. We are entitled to have all payments made by or on behalf of our contract partner deducted from the oldest outstanding invoice, unless otherwise agreed in writing..

Article 10 - Force majeure and impracticability of the work
1. If, during the execution of the agreement, it becomes apparent that it is impracticable as a result of circumstances unknown to us at the time the agreement was entered into, we are entitled to amend the agreement in such a way that its execution can be carried out. Any resulting varied costs shall be settled between the parties on the understanding that we are entitled to compensation for work already carried out, materials purchased and deliveries made.

2. Circumstances of any nature whatsoever, beyond our will and control, which result in the fact that fulfilment of the agreement cannot reasonably be required of us, shall count for us as force majeure and shall give us the right to cancel or suspend the agreement without legal intervention until a time to be determined by us, without being obliged to pay any compensation.

3. Force majeure includes but is not limited to:
Lack of raw materials, factory disruption of any kind, strikes, boycotts, lockout or lack of employees/workers, quarantine, epidemics, full or partial mobilisation, state of siege, war, threat of war, blockade, rail traffic disruption, vandalism, lack of means of transport, import and export bans, major changes in the currency value of the currency in which payment will be made full or partial seizure or requisition of stocks from us or our suppliers by the civil or military authorities, fire and storm damage, floods, traffic congestion, transport delays, all impediments caused by governmental or organisational measures in relation to decisions or regulations of an organisational nature taken by them, as well as incomplete, untimely or non-fulfilment by suppliers of their obligations towards us, irrespective of the reason or cause.

Article 11 - Retention of title and securities
1. The goods delivered by us and/or processed materials are/will become our property until our contract partner has fulfilled all his obligations arising from the agreement entered into with us as well as in case of payment by cheques or bills of exchange until their clearance. Until that time, we are irrevocably authorised to take all appropriate measures to regain possession of relevant items/materials. However, from delivery onwards, our contract partner bears the risk for all direct and indirect damage that may be caused to or by the goods and/or materials, as well as for all costs that may be incurred on the goods/materials.

2. Our contract partner is obliged to disclose our retention of title to third parties. He may neither pledge nor hand over the goods as security. In case of seizure of the goods, our contract partner must notify us without delay.

3. In case goods and/or (processed) materials delivered by us become part of another item, this does not affect our right of ownership. However, we shall acquire joint ownership of the item in question up to the amount of our claim in that respect. At our first request, our contract partner will sign and return to us a deed to that effect in confirmation of our undisclosed right of lien.
In the case of equipment supplied by us and incorporated in another item, we are entitled - if feasible - to demand removal or disassembly at the expense of the contracting party in order to regain possession of said items without being liable for compensation or otherwise.

4. In the event of resale of the goods subject to our retention of title, the rights of action arising therefrom shall be irrevocably assigned to us. This also applies if the goods in question are processed by the third party - buyer or transferee - or the goods have been resold to multiple buyers. At our first request, our contract partner will sign and return to us a deed to that effect confirming the relevant transfer of rights of action. All this serves as our security and amounts to the invoice value of the resold items. When entering into a contract with us, our contract partner commits to irrevocably cooperate with all requirements to be set in this regard.

Article 12 - Complaints
1. Any complaints regarding goods delivered, materials, work performed and/or invoiced amounts must be submitted to us by registered letter within 8 days of delivery or completion of the work, clearly stating the facts and circumstances to which the complaint relates, failing which our contract partner will not be able to assert any rights in this regard.

2. We shall only be obliged to consider complaints submitted if, at the time the complaint is lodged, our contractual partner has complied with all its existing deliveries to us for whatever reason.

3. If a timely complaint regarding the quality of goods delivered by us or work performed by us is found to be justified, we may - in case of damage to goods but only after returning the defective goods - at our discretion either compensate the counter-value, or - if the goods have not become unusable for the use stipulated in the contract as a result of the defect - compensate the lesser value, or carry out improvement work. Our contract partner must cooperate fully with us in this regard. Our contract partner is not entitled to (further) compensation, including consequential damage. Should fulfilment of our obligations not be possible, we shall not be liable for more than an amount equal to the value of the delivered goods. In the event of complaints to be processed, our contract partner is obliged to fully cooperate with us in providing access to the delivered goods as well as any necessary information.

4. Items that have been collected from our company are deemed to have been checked and accepted by or on behalf of our contract partner. Subsequent complaints need not be considered by us. Our contract partner cannot assert any rights to compensation or replacement in this respect. Used items are deemed approved and our contract partner can no longer assert any rights in this regard.

5. Our contract partner is not entitled to suspend the fulfilment of its obligations under a contract entered into with us based on a submitted complaint.

6. In the absence of proof to the contrary, the quantities specified by us on the waybills, delivery notes or similar documents shall be deemed correct, subject to the provisions of Art. 6 (2).

7. Goods taken back by us shall, insofar as we are not obliged to take them back, be credited for the amount for which we can resell the goods. We reserve the right to charge 15% of the invoice value and the cost of any new manufacturing to our contract partner.

8. Goods may only be returned with our consent and within 30 days, postage paid in the original packaging. Goods that are returned authorised must be accompanied by a job ticket upon return, stating the name and address of our contract partner and the reason for return.

Article 13 - Warranty
1. We endeavour to inform our contract partner about the product to the best of our knowledge. Providing information on the product features or technical data does not mean that we are providing any guarantee on the product. We do not provide any warranty or liability for the suitability of our products for the purposes specified by our contract partner, unless we have expressly confirmed that this is the case in writing. As such, our contract partner is obliged to examine the suitability of the items for its own specific purposes themselves.

2. Some of the inks we supply contain substances that may be harmful to humans, animals and/or the environment. This does not constitute a basis for liability on our part.

3. A warranty and warranty period shall only apply from the day of delivery or completion of the work, if expressly agreed in writing. A warranty provided by us is limited to repair or replacement of the items delivered or to improving the work to be performed, at our discretion. We only provide the same warranty as our supplier. The warranty provided by us shall at all times be limited to the warranty provided by our supplier/manufacturer. We are entitled to transfer any claim for losses against the manufacturer to our contract partner, who in that event is obliged to cooperate in this transfer.

4. The following are excluded from the warranties provided by us: defects or damage due to normal wear and tear, incompetent use or use outside the normal operating purposes/operating conditions of our contract partner, operating errors or interventions by third parties, which were carried out without our express consent. Furthermore, the warranty will lapse if, without our consent, third parties have delivered goods in connection with the (renewed) delivery made by us, or with repair and/or improvement work carried out by us, in respect of which the warranty claim was made.

5. Our contract partner cannot assert any rights from any warranty until he himself has fulfilled all his obligations towards us.

Article 14 - Liability
1. Our obligations and liabilities are limited to our warranty obligation and shall never extend beyond - at our discretion - replacement or repair of the goods delivered, or restoration of the work carried out. Instead of replacement, repair or re-execution, we are entitled to award financial compensation, which shall never exceed the invoice amount for the defective goods or defective work. Consequently, we shall never be liable for any direct or indirect loss suffered by our contract partner or third parties, on any account or of any nature whatsoever. Loss in this context includes loss due to loss of production/machine downtime, lost profit and lost turnover.

2. Additionally, all liability is expressly excluded for direct or indirect loss resulting from the processing of materials supplied by us and or the occurrence of malfunctions in systems supplied by us. The complete exclusion of liability referred to in this paragraph also applies to loss caused by goods delivered by us or work performed by us to other goods or persons.

3. For all losses and costs as referred to above, the contracting party itself shall be liable. He shall indemnify us against all claims which third parties may assert or enforce against us in this respect.

4. In the unlikely event that we are found liable due to a defect and are consequently held responsible, we expressly reserve the right to recover these losses from our contract partner. This applies in particular if the contracting party has acted incompetently or contrary to our conditions and instructions, or contrary to the purpose of the goods and/or systems supplied by us.

5. Furthermore, we shall never be liable for any direct or indirect loss suffered by our contract partner, on any account or of any nature whatsoever. This includes losses resulting from theft and/or breakage of the items and software supplied by us. In the unlikely event that we are nevertheless found liable and can also be held responsible for the loss resulting from this theft and/or breakage of the goods and/or software supplied by us, the amount of the compensation to be paid by us shall never exceed the amount we have charged our client for these goods and/or software.

6. We are not liable for losses resulting from application software containing errors. Under no circumstances are we liable for loss of data. Our contract partner is responsible for ensuring timely backups are performed.

7. In case of delivery of software, we are not responsible for any bugs and/or the damage these bugs may cause.

8. We are not liable for any breach by us or third parties engaged by us, including subcontractors, of any existing industrial and intellectual property rights or other rights, including those relating to data and/or goods supplied by our contract partner. Our contract partner or the party who asked us for advice, an offer or a quotation, fully indemnifies us in this context.

Article 15 - Industrial and intellectual property rights
1. We reserve the industrial and intellectual property rights to all machines and software, models, drawings, sketches, designs, photographs, films, images, texts, descriptions, manuals, techniques, attachments, tools, ideas and the like produced and developed by us.

2. If, with regard to advice, offers or quotations to be issued by us and agreements entered into with us, the aforementioned items are made by us, they shall remain our property at all times, regardless of whether an agreement is entered into between the parties.

3. If, with regard to advice, offers or quotations to be issued by us and agreements entered into with us, the aforementioned items are made by us, they shall remain our property at all times, regardless of whether an agreement is entered into between the parties.

4. Our contract partner, or the person who has asked us for advice, a quotation or a cost estimate, is obliged to return the items made available by us, as described above, at our first request within the period to be set by us.

5. Our contract partner or the party who has requested our advice, offer or quotation commits to respect the industrial and intellectual property rights or other rights belonging to us and to refrain from any infringement thereof in any form whatsoever. This obligation extends to its staff, employees and associates. He shall indemnify us against all costs, losses and interests resulting from a breach of our rights referred to in this article by himself or his personnel, employees or associates.

6. The rights referred to in this article also include the rights of our suppliers and/or manufacturers of the products supplied by us. Our contract partners, or the party who asks us for advice, offers or quotations, are obliged to notify us immediately of any violation of the rights referred to in this article.

7. If our contract partner, or the party who has asked us for advice, a quotation or a cost estimate, fails to properly fulfil an obligation arising from this article, it shall forfeit an immediately payable fine, which is not subject to judicial moderation, of €10,000 per violation and €1,000 for each day that the violation continues, without prejudice to our right to claim full compensation in this respect. Compensation or set-off is excluded.

Article 16 - Exclusion of liability in case of goods consigned for storage or processing, orders for installation work and storage information
1. In the case of goods consigned for storage or processing, the risk of damage or breakage at the time of storage and/or consignment or processing of the goods consigned to us, including during transport of the relevant goods, shall be borne by the contracting party, unless expressly agreed otherwise.

2. We do not accept any liability for damage resulting from placement instructions that are established without prior consultation with us or against our advice. If the installation is instructed to use materials or goods made available to us for this purpose by our contract partner, we shall not accept any liability for damage and/or risk, including during installation, in terms of breakage and/or damage to such materials and goods or loss of data. The user is responsible for ensuring that timely backups are performed.

3. Furthermore, we do not accept any responsibility for designs, drawings, advice or instructions from third parties or instructions from our contract partner regarding the execution of a contract.

4. If and insofar as, notwithstanding our diligent safekeeping of confidential descriptions, drawings, codes and systems, this information has been unlawfully obtained by third parties, we exclude any liability on our part for any loss suffered by our customer or third parties in this respect.

Article 17 - Duty of confidentiality
1. Our contract partner is prohibited, either during the term of an agreement entered into with us or after its termination, from making any kind of announcement to third parties, directly or indirectly, in any form whatsoever, about our company or associates or any knowledge acquired before, during or after the term of an agreement.

2. If our contract partner violates any of the obligations set out in this article, it shall owe us (or our associates) an immediately payable fine, which is not subject to judicial mitigation, of €10,000 for each violation and €1,000 for each period that the violation continues, without prejudice to our or our associates' right to claim compensation for all direct or indirect losses suffered, lost profits and the like. Compensation against any obligation of ours to our contract partner is excluded.

Article 18 - Dissolution
1. If our contract partner defaults on the fulfilment of any commitment towards us, is placed in receivership, applies for suspension of payments or application of the statutory debt rescheduling regime (WSNP) or is declared bankrupt, as well as in case of seizure or fiscal collection measures from our contract partner, we have the right to declare the relevant agreement dissolved without legal intervention without being liable to pay any compensation or otherwise. In that case, we shall be entitled to claim compensation for all damage (collection) costs incurred or to be incurred by us, costs of work already carried out and/or orders placed and lost pr The lost profit shall be equal to one quarter of the contract-related (invoice) amount.

2. We will also be entitled to request the undoing of services already rendered. In case of dissolution of the agreement by our contract partner on the grounds of its bankruptcy, suspension of payments or admission to the legal debt rescheduling regime (WSNP), we are also entitled to the compensation referred to in this article.

Article 19 - Purchase conditions
1. The contents of this article apply to all agreements entered into by us relating to purchase of goods and goods delivered to us, leased, or otherwise made available to us, work performed for us, as well as to all agreements with third parties engaged by us within the framework of the execution of one agreement entered into by us with third parties.

2. Our supplier referred to in this article shall be liable for any loss that we and/or our contract partner may suffer as a result of shortcomings in the fulfilment of the obligations of said supplier and/or our contract partner. If we are held liable by our contract partner for any shortcoming attributable to said supplier, the latter is obliged to fully indemnify and compensate us.

3. We are not liable for any losses resulting from cancellation, suspension and/or dissolution of an agreement entered into with our contract partner. The supplier referred to here shall directly address our contracting parties in respect of any losses and fully indemnify and compensate us in this respect.

4. Any retention of title, lien, transfer of claims, industrial and intellectual property rights of ours or our contract partner stipulated by us will/shall be respected. We will be fully indemnified and compensated in this regard if necessary.

5. The goods to be delivered to us must be complete and ready for use, state-of-the-art and suitable for the purpose for which they are intended. The same applies regarding the complete documentation relating to the aforementioned items.

6. The data provided by us together with our order are binding for the execution of the order; deviations require our written approval. Goods made available by us to the supplier remain our property. Industrial and intellectual property rights should be respected. Furthermore, we shall be indemnified against any direct and indirect loss resulting from any infringement, including consequential loss and loss of profit. Information and data and the like provided by us must be checked by the supplier for usability and consistency before use. Any discrepancies, inaccuracies or incompleteness must be communicated to us immediately.

7. Deliveries and work should be made to our company. If an agreed deadline is missed, our supplier shall compensate us for all direct and indirect losses, loss of profit and consequential losses suffered by us. We are fully indemnified against third-party claims.

8. Delivered items will not be accepted by us until we have given final approval. In principle, we will decide on initial approval or rejection within one month of commissioning. Final approval or rejection will take place within three months of commissioning. If, in our opinion, the delivered goods do not meet the agreed requirements, the supplier will take them back at our first request and deliver replacement goods, without prejudice to our right to use what has been delivered free of charge until it has been taken back. Only after final approval of the delivery by us does the risk thereof pass to us. Ownership of goods delivered to us shall pass to us upon delivery. In case of return of the delivered goods, we shall be entitled to transfer ownership of them back to our supplier.

9. Our supplier shall bear the risk for the work in progress until the time of our acceptance. He is responsible for our property placed at his disposal and liable for any loss suffered by us in this regard.

10. Unless otherwise agreed, payment of invoices received by us shall be due within one month of final approval of the work delivered or performed.

11. Our supplier guarantees to us the proper functioning of what has been delivered and the correctness of the work performed. For one year after acceptance by us, he will repair any defects immediately after notification free of charge. With regard to repair work and deliveries, a warranty period of one year shall also apply after said repair work and deliveries have taken place.

12. If, subject to the provisions of these general terms and conditions, we have dissolved or suspended an agreement in full or in part, we are entitled to entrust others with the continued implementation. Our supplier shall indemnify us for all resulting direct and indirect losses, consequential losses, loss of profit, costs and interest, all this with a minimum of one third of the sum owed by us to our supplier.

13. Our supplier and patries engaged by him must comply with the statutory regulations, safety instructions, etc. applicable on our company premises. We do not accept any liability for any loss or damage resulting from violation thereof.

14. Where applicable, our supplier shall carry out the work according to the commissioning programme and schedule to be approved by us. Modifications or deviations thereof require our prior written approval.

15. The progress of commissioning should be reported to us in writing on a weekly basis, accompanied by a statement of any contract variations, all this with a proper specification of materials and working hours. Rights can only be derived from a specification and reporting approved by us.

16. Our supplier shall, if we so require, carry out the stipulated work with third parties to be designated by us.

17. Supply and storage of materials, equipment, tools etc. will only take place in consultation with us and following our approval. We will not accept liability for any losses howsoever arising or inflicted on the property of our supplier.

18. The parties involved by our supplier in the execution of a contract entered into with us must be specified to us in advance. Where appropriate, we have the right to deny them access to our company. Any resulting costs will be borne by our supplier.

19. The provisions of this article may not be invoked by customers. Nor can customers derive any rights therefrom.

Article 20 - Applicable law and competent court
1. All our offers, agreements entered into with us and their execution are governed by Dutch law.

2. All disputes arising between us and our contract partner, including disputes concerning the interpretation of these general terms and conditions and the collection of outstanding debts, shall in the first instance be adjudicated by the competent court in the district where we have our registered office, unless for reasons of our own we prefer to act according to the normal rules of jurisdiction.

3. For each of the contracting parties, the place of execution of its obligations under agreements entered into between the parties is our place of business.

Article 21 - Final provisions
1. We have the right at any time to transfer all or part of our rights and obligations under any agreement entered into with our contract partner to third parties.

2. Our contractual partner will have the aforementioned right only after express written consent has been obtained from us.