General terms and conditions
ARTICLE 1. General
1.1 In these general terms and conditions, the following definitions apply:
‘Customer’: the party involved as the counterparty of the Supplier in one or more of the (legal) acts referred to in the following paragraph or to whom a (legal) act referred to in that paragraph is directed;
‘Supplier’: the user of these Terms and Conditions;
‘Terms and Conditions’: these general terms and conditions of sale, delivery and service provision.
1.2 These Terms and Conditions apply to – in the broadest sense of the word – 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 and consumer goods and parts) and services (including but not limited to development, installation, service, maintenance and repair work);
1.3 The Customer's general terms and conditions do not apply. The Customer may only invoke provisions that deviate from these Terms and Conditions insofar as they have been expressly accepted in writing by the Supplier. Such deviating provisions do not affect the applicability of the other provisions in these Terms and Conditions.
ARTICLE 2. Conclusion of agreement
2.1 All offers, quotations and advice from the Supplier and all orders and instructions from the Customer are without obligation for the Supplier and are not binding on the Supplier.
2.2 Agreements between the Supplier and the Customer are concluded if and as soon as the Supplier has sent a written (order) confirmation or (advance) invoice to the Customer, or – if this occurs earlier – if the Supplier commences with the execution of the Customer's order, including the delivery of products.
2.3 All documents and data (including drawings, images, models, processing proposals, (technical) specifications, descriptions, sizes and weights, time studies) and product information (including quotations, brochures and leaflets) are in no way binding on the Supplier.
2.4 The documents, data, tools and all data generated by the (software) products supplied by the Supplier to the Customer referred to in the previous paragraph are, remain and become the property of the Supplier, even if costs have been charged to the Customer for this. The Customer guarantees that it will not reproduce or make the aforementioned documents, information and data available to third parties without the Supplier's permission, except for the performance of the agreement.
2.5 The Customer shall always provide the Supplier with all data and information (including, but not limited to, all functional and technical specifications) necessary for the conclusion and performance of the agreement in a timely and complete manner. The Customer guarantees that this data and/or information is correct, complete, reliable and accurate and does not infringe on the rights of third parties or contravene Dutch and/or European legislation and regulations.
2.6 Insofar as personal data is processed by the parties, the parties shall make additional written agreements prior to such data processing in accordance with the applicable laws and regulations relating to the protection of personal data, whereby such agreements shall form an appendix to the agreement between the parties.
ARTICLE 3. Prices
3.1 Unless otherwise agreed 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.
3.2 Unless otherwise agreed in writing, the prices referred to in the previous paragraph are exclusive of costs for placement, installation and/or assembly. If and insofar as such costs are included in an order confirmation, these costs are in euros, excluding VAT and other government charges applicable to the sale and delivery and excluding costs and expenses incurred by third parties engaged by the Supplier.
3.3 In the event of factors or unexpected circumstances arising after the date on which an agreement has been concluded that lead to an increase in costs (including price increases for raw materials or items purchased from third parties, currency fluctuations and cost increases due to government measures), the Supplier is entitled to increase the prices after notifying the Customer in writing.
ARTICLE 4. Payments
4.1 All agreements with the Customer are entered into by the Supplier on condition that the Customer proves to be sufficiently creditworthy.
4.2 At the Supplier's first request, the Customer shall, in a manner to be determined by the Supplier, provide security for the timely and correct fulfilment of its obligations towards the Supplier, to which the Supplier is entitled at all times.
4.3 Unless otherwise agreed in writing, all payments must be made within 30 (thirty) days of the invoice date. However, if delivery of the product in question takes place before the expiry of that payment term, (full) payment – and in the case of payment in instalments: all instalment amounts – must be made no later than the date on which the risk of the product passes from the Supplier to the Customer, as specified in Articles 5.4, 5.5 and 5.6. The Customer is not entitled to use any product until it has fulfilled all its obligations under the agreement.
4.4 Payments must be made without any deduction of discounts or set-offs and without suspension. If the payment term is exceeded, the Customer will be in default by operation of law and the amount due will be immediately payable without further notice or notice of default, plus 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 annum, as well as all judicial and extrajudicial costs incurred in the collection of that claim.
4.5 The Supplier is at all times entitled to demand partial or full payment in advance or to deliver exclusively cash on delivery.
4.6 Complaints regarding (advance) invoices must be submitted to the Supplier in writing within 14 (fourteen) days of the invoice date, failing which the (advance) invoice(s) will be deemed to have been accepted. After that, complaints will no longer be considered by the Supplier. Under no circumstances does a complaint entitle the Customer to suspend its obligations under any agreement.
4.7 In the event of (a comparable equivalent under foreign law of) bankruptcy, receivership or (voluntary or involuntary) dissolution or liquidation of the Customer, as well as in the event of (a comparable equivalent under foreign law) prejudgment attachment or execution attachment on all or part of its assets or income, or in the event of a moratorium on payments and if an administrator is appointed for it, death of the Customer, as well as in the event that it has not fulfilled one or more obligations under these Terms and Conditions or under any agreement, or has not fulfilled them on time or properly, all claims (on whatever grounds) of the Supplier shall become immediately due and payable in full, without further notice or notice of default.
ARTICLE 5. Delivery, terms, transport, risk and packaging
5.1 The agreed (delivery) term for products, placement, installation and/or assembly or performance of other services is not binding, but the Supplier will make every effort in good faith to comply with it.
5.2 The term for delivery or performance of an agreement commences on the latest of the following dates:
a. The date on which the relevant agreement is concluded;
b. The date on which the Supplier receives the documents, information, permits and suchlike necessary for the performance of the agreement;
c. The date on which the formalities necessary for delivery, placement, installation and/or assembly are completed;
d. The day on which the Supplier receives the advance payment required under 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 for any direct or indirect damage.
5.4 Unless the parties have agreed otherwise in writing, deliveries of products shall be ‘ex works’, in accordance with the provisions relating to this method of delivery 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 expense and risk of the Customer, regardless of whether they still need to be placed, installed or assembled. The Supplier is not liable for any damage related to (delays in) their transport.
5.6 If the parties have agreed on an acceptance protocol, the risk relating to the products shall pass to the Customer at the moment that the products are physically transferred to the Customer and (i) the Customer has accepted the products in accordance with the agreed acceptance protocol, or (ii) – if that moment is earlier – at the moment that the Customer first uses the products. The Customer guarantees that signing for acceptance in accordance with a purchase protocol will always be done by a person authorised to represent the Customer.
5.7 Any packaging will not be taken back by the Supplier.
5.8 If the products have not been accepted by the Customer after the expiry of the delivery date or after the expiry of the delivery period, the Supplier is entitled to store the products at the expense and risk of the Customer and any outstanding (partial) payments will become immediately due and payable without further notice or notice of default.
5.9 Early or partial deliveries are permitted at all times. The Customer is obliged to accept such deliveries from the Supplier. These Terms and Conditions also apply to partial deliveries.
5.10 The Customer is obliged to immediately check the delivered product, the packaging, any placement, installation/assembly and the performance of other services for any (visible) defects and/or any shortages, if and as soon as the Supplier informs the Customer that (i) the products are ready for the Customer, and/or (ii) the products have been placed/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 case be carried out by the Customer within 30 (thirty) days of delivery. The Customer must immediately notify the Supplier in writing of any apparent defects in the delivered goods, the packaging, placement/installation/assembly, other work performed or shortages, failing which the Customer will be deemed to have approved what has been delivered, placed/installed/assembled or performed. In that case, complaints regarding the delivered, placed/delivered or performed work, with the exception of what is stipulated in Article 13.2, will no longer be considered.
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 all amounts owed by the Customer to the Supplier under the agreement (including interest and costs and any claims for compensation). Until the aforementioned payment has been made in full, no limited right to those products may be established 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 in its business premises until the Supplier has received full payment for them. The Customer also has a duty of care with regard 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 comply with any agreement between the parties, the Supplier shall at all times be entitled to take back or have taken back all products delivered by it. In that case, any claim by the Supplier against the Customer shall also become immediately due and payable.
6.4 All costs relating to the exercise of the retention of title (including the costs of transport 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 fails to fulfil one or more of its obligations under these Terms and Conditions or under any agreement with the Supplier, or fails to do so in a timely or proper manner;
- third parties assert rights with regard to the Customer's property or the Customer's products are seized or a legal measure comparable to this under foreign law is taken;
- the Customer applies for a moratorium on payments or bankruptcy (or a comparable equivalent under foreign law) or the Customer's bankruptcy or moratorium on payments is/has been applied for, the Customer enters into a payment arrangement with one or more of its creditors, or otherwise gives the impression that it is or will be insolvent;
- The Customer (if a natural person) dies, is placed under guardianship or administration (or a comparable equivalent under foreign law) or indicates that he wishes to be eligible for debt restructuring;
- The Customer proceeds with the voluntary or involuntary dissolution or liquidation (or a comparable equivalent under foreign law) of its business, the business is continued in a different legal form or the registered or actual place of business is moved to another country, or direct or indirect control of the Customer is transferred to a third party;
- The Customer transfers the rights under any agreement to which these Terms and Conditions apply to a third party;
the Supplier shall be 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 in any way to the Customer for damage, costs and interest, and this notwithstanding the Supplier's right to claim full compensation.
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 agreement shall only apply to that particular agreement.
ARTICLE 8. Force majeure
8.1 Force majeure includes all circumstances that occur independently of the Supplier's will, even if these were foreseeable at the time the agreement was concluded, and which prevent the Supplier from fulfilling the agreement in whole or in part, on time or permanently, such as, but not limited to, the threat of war, (civil) war, war damage, terrorism, mobilisation, riots, acts of war, (natural) disasters, epidemics/pandemics, strikes, lockouts, problems with workers' equipment, transport difficulties, import or export restrictions, fire and other serious disruptions to the Supplier's business (including strikes, excessive absenteeism due to illness, defects in machinery, disruptions in the supply of energy or data communication, disruptions caused by malicious software) as well as the impossibility of fulfilling the agreement as a result of any shortcoming on the part of the Supplier's suppliers or third parties engaged by him in the performance of the agreement, including mechanics engaged by the Supplier.
8.2 In the event of force majeure, the parties are entitled to suspend their obligations under the agreement, whereby the party affected by force majeure must immediately notify the other party of the force majeure situation. If the situation causing the force majeure lasts longer than three (3) months, each of the parties is entitled to unilaterally terminate the agreement in whole or in part by means of a written notification to the other party, without the parties being liable for 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 their placement, installation or assembly) as well as relating to all associated software and the work performed by the Supplier are vested in the Supplier or (if applicable) its supplier(s)/licensor(s) licensor(s) and belong exclusively to the Supplier or (if applicable) its supplier(s)/licensor(s). This includes patent rights, trademark rights, copyrights, design rights, know-how, the right to a trade name, database rights and exclusive licensing rights. The delivery of a product, software and/or service originating from the Supplier cannot be regarded as an explicit or implicit licence to use, publish, reproduce, exploit or release the intellectual property rights to third parties, unless explicit 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 subject to any intellectual property right or similar right are the property of the Supplier or (if applicable) its supplier(s)/licensor(s). technical data, specifications, instructions for use, advice, software and/or other information that are or may be subject to any intellectual property right or similar right are the property of the Supplier or (if applicable) its supplier(s)/licensor(s) and shall be returned by the Customer to the Supplier at the Supplier's first request.
9.3 The Customer shall immediately notify the Supplier if it discovers that a third party is infringing any intellectual property right of the Supplier or (if applicable) its supplier(s)/licensor(s), or if a third party makes any claim against the Customer in connection with the intellectual property rights of the Supplier or (if applicable) its supplier(s)/licensor(s). If the Supplier so requests, the Customer shall provide all reasonable cooperation that may lead to the earliest possible termination of the infringing acts or the dispute.
9.4 In the event that the Supplier manufactures products or creates software based on drawings, models, specifications or other instructions, in the broadest sense of the word, provided by the Customer, the Customer fully guarantees that the manufacture, the stocking, marketing, delivery and/or use of these products or software, as well as the placement, installation or assembly of products including software, no infringement is made on any copyright, trademark, patent, model or any other right of third parties. The Customer indemnifies the Supplier in this regard for all damage, costs and interest included, which are the direct or indirect result of claims by such third parties.
9.5 If a third party, on the basis of any alleged right, objects to the manufacture, stocking and holding, marketing, delivery and/or use of the above-mentioned products and software, as well as the placement, installation or assembly of products or software, the Supplier shall be entitled to immediately cease the aforementioned activities without being liable to pay compensation to the Customer and without prejudice to the Customer's obligation to indemnify the Supplier as referred to in the previous paragraph.
9.6 In the event that the Customer infringes any intellectual property right as described in this article, the Supplier may claim from the Customer an immediately payable and non-set-offable penalty per infringement and for each day that the infringement occurs, equal in amount 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.
ARTICLE 10. Commisioning and assembly
10.1 The Supplier cannot be obliged to commence placement, installation or assembly of the products before all necessary information and data has been provided in full by the Customer to the Supplier and (if applicable) the Supplier has also received the agreed payment for this.
10.2 The Supplier shall ensure that the placement, installation or assembly of the products is carried out properly and soundly, whereby this obligation is an obligation of means to be performed by the Supplier.
10.3 If the parties have agreed on placement, installation and/or assembly, the Customer guarantees that the local conditions and environment of the location where the placement, installation and/or assembly is to be carried out are such that the Supplier can perform the agreement undisturbed and properly. For example, access doors must be sufficiently large; foundations, floors and walls on or against which products are to be placed or to which the products are to be attached must be installed in a timely and adequate manner. In addition, the Customer shall always provide sufficient auxiliary materials and (auxiliary) manpower at its own expense.
10.4 Work that falls outside the scope of the placement, installation and/or assembly or that is caused by the Customer failing to adequately fulfil its obligations arising from the previous paragraph shall be at the Customer's expense.
ARTICLE 11. Software and data
11.1 If the Supplier makes software available to the Customer for the use of a product, this provision shall always be on a non-exclusive basis.
11.2 The Supplier shall always have the right (but shall not be obliged) to modify or adapt the (operating) software at any time, to make a new version, upgrade or update available and to modify 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 the products is supplied in its current state (‘as is’) and without guarantees, except as referred to in Article 14.
11.5 If the Customer fails to fulfil or insufficiently fulfils its obligations under these Terms and Conditions and/or any agreement between the parties, or if the Supplier deems this necessary for security reasons, the Supplier shall, after warning the Customer of the measures it intends to take, to deny the Customer the possibility of using software necessary for a product (and thus possibly take the machine in question out of service) until such time as the Supplier (at its discretion) has determined that the Customer is sufficiently complying with its obligations or that the safety risks identified by the Supplier have been adequately 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 that information and data, including for the purpose of improving its products and software.
ARTICLE 12. Obligations of the customer
12.1 The Customer shall always take good care of every product delivered and is obliged to follow all instructions for use and to take all measures and follow all instructions 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 (timely) performance of (prescribed) maintenance or repair work.
12.2 The Customer is obliged to clearly and explicitly communicate the instructions for use 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 only used and operated by trained and certified employees with the required level of knowledge and expertise and shall therefore ensure that it always has (sufficient) trained personnel at its disposal.
12.4 The Customer shall not engage third parties for maintenance or repair work on the products, unless this has been agreed in writing between the parties.
12.5 The Customer shall not use the products until full payment of the relevant (partial) invoice(s), including any interest and costs, has been made.
12.6 The Customer indemnifies the Supplier against all claims and demands from third parties for compensation, performance or otherwise, insofar as these claims and demands relate to or result from the Customer's failure to comply, in whole or in part, with these Terms and Conditions or any agreement between the Supplier and the Customer or legal regulations or other regulations of the Supplier, or the Customer's failure to inform third-party users sufficiently when using the product. The Customer is also obliged to compensate the Supplier for all damage suffered by the Supplier in such a case, including damage to the Supplier's good name and reputation.
ARTICLE 13. Advertisements
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 verbal and written instructions (including those in user manuals) from the Supplier (such as switching off or no longer using the product in question).
13.2 Complaints regarding non-visible defects in delivered products or work performed must be reported to the Supplier in writing as soon as possible, stating 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 placement/installation/assembly or performance of any work by the Supplier – within 24 hours after the placement/installation/assembly or performance of the service, failing which the placement/installation/assembly of the products or performance of the work carried out shall be deemed to have been accepted. If the instructions for use for the product in question specify shorter periods, the shorter period specified therein shall apply.
13.3 After written notification in accordance with the previous paragraph, the Supplier shall investigate the validity of the complaint as soon as possible. To this end, the Customer shall allow representatives of the Supplier to examine and assess the product in question or the work performed at the Customer's office or premises. If, in the opinion of the Supplier, a complaint about a product delivered and/or work performed by the Supplier is justified and the Customer (also in the opinion of the Supplier) has been able to provide sufficient evidence that the defect, as referred to in Articles 13.2 and 5. 10, the Supplier will, at its discretion, either replace the defective product or part thereof free of charge, repair the defect or defective part of the product, or redo the work performed free of charge, without the Customer being entitled to compensation.
ARTICLE 14. Warranty
14.1 For a period of up to 12 (twelve) months (and less if the products are used in shift work) after delivery, the Supplier guarantees the conformity of the products it has delivered and/or manufactured, as required for their application and normal use under the conditions communicated to the Customer in writing for the product in question and stated in the product information sheets and/or instructions for use provided by the Supplier to the Customer in relation to the product in question.
14.2 In the event of placement/installation/assembly by the Supplier, the period referred to in the previous paragraph shall commence on the day on which the placement/installation/assembly by the Supplier is completed, on the understanding that in that case the period shall in any event end if 18 (eighteen) months have elapsed after delivery.
14.3 Under no circumstances shall the Customer be 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 has arisen/occurred during normal use of the delivered products or is caused by any form of wear and tear resulting from normal use;
- the delivered products have been used in circumstances that do not correspond to the circumstances for which they are intended and/or no maintenance has been carried out in accordance with the prescribed maintenance intervals;
- the delivered products have been installed or assembled, stored, modified, processed, used or maintained carelessly or contrary to the instructions provided by the Supplier, or have been repaired by someone other than the Supplier or with parts other than original parts;
- the delivered products have been used or operated by persons who are not trained for this purpose or who do not have the required level of knowledge or expertise;
- there is a defect that the Customer knew or should have known about, or a defect caused by a circumstance that occurred after the products were delivered to the Customer.
14.4 In the event of any defect, the Customer shall immediately, but in any case no later than three (3) working days after the defect could reasonably have been discovered, notify the Supplier in writing of the complaint and the nature of the defect. In all cases, the Customer's right to invoke conformity shall lapse after the expiry of the aforementioned period.
14.5 If, in the Supplier's opinion, a valid claim has been made under the provisions of Article 14.1, the Supplier shall, at its sole discretion, either – exclusively and at its own discretion – replace the defective product or part thereof free of charge, whereby the defective product or the relevant part thereof 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. 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. Under all circumstances, the Customer shall cooperate fully with the Supplier to enable the Supplier to repair the defect within a reasonable period of time, without any costs being incurred by the Supplier.
14.6 No warranty is given for inspections, advice and similar services performed by the Supplier.
14.7 The alleged failure by the Supplier to fulfil its warranty obligations does not release the Customer from the obligations arising for it from any agreement concluded with the Supplier. Under no circumstances does the Customer have the right to terminate the agreement.
14.8 The provisions of this article are exhaustive and exclude any other rights, warranties and remedies, whether written or oral, express or implied, including those provided for in Section 7.1 of the Dutch Civil Code and warranties regarding the saleability or suitability for any purpose other than that for which the delivered product is intended.
14.9 If the Supplier delivers products to the Customer and installs or assembles them, whether or not, installs or assembles, which the Supplier has obtained from its own supplier(s), the Supplier shall never be liable to the Customer for more than the Supplier can claim from its own supplier(s) and what is actually honoured by its own supplier(s) in the case in question.
ARTICLE 15. Liability
15.1 The Supplier's liability for the (delivery/placement/installation/assembly of) products is limited to compliance with the obligations described in Article 14 of these Terms and Conditions.
15.2 Subject to the foregoing, the Supplier shall in no event (i.e. neither in the case of the delivery of products nor in the case of the provision of services, as referred to in Article 1.2) be liable for damage resulting from a shortcoming towards the Customer, regardless of whether this is attributable or not, or for damage resulting from a wrongful act towards the Customer, unless the damage in question was caused by intent or deliberate recklessness on the part of the Supplier's management or managerial subordinates belonging to the Supplier's management.
15.3 Under no circumstances (i.e. neither in the case of the delivery of products nor in the case of the provision of services, as referred to in Article 1.2) shall the Supplier be liable for operational, consequential and/or indirect damage, including, but not limited to, loss of profit and turnover, loss suffered, damage due to delay, environmental damage and immaterial damage, suffered by the Customer. Nor shall the Supplier be liable for damage that can be attributed to an act or omission on the part of the Customer or a third party engaged by the Customer.
15.4 Without prejudice to the foregoing, the Supplier's liability shall in all cases be limited to the original purchase price of the products and the costs of placing, installing and/or assembling them or, in the case of services, the order value, unless the parties have agreed otherwise in writing.
ARTICLE 16. Agreements to execute work/services
16.1 The agreement concerning the 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 has been entered into for a definite period or ends after the agreed work has been performed.
16.2 The Customer cannot oblige the Supplier to commence the performance of the agreed work until the Supplier is in possession of all the necessary information referred to in Article 2.5 and the Supplier has received the agreed (instalment) payment (as charged in the advance invoice).
16.3 All orders are accepted and performed by the Supplier exclusively to the exclusion of Articles 7:404 and 7:407(2) of the Dutch Civil Code.
16.4 In performing its work, the Supplier shall exercise the care of a good Supplier, although this obligation is in the nature of an obligation to perform to the best of its ability, unless expressly agreed otherwise in writing.
16.5 Upon completion of the work performed by the Supplier, the Supplier shall send a final invoice to the Customer. If the agreement is terminated (prematurely), the Supplier shall also send a final invoice for the services performed up to the time 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 definite or indefinite period) at any time in writing (prematurely) with due observance of a notice period of 3 (three) months, unless the parties have agreed on a different notice period in writing.
ARTICLE 17. Confidentiality
17.1 The Customer is obliged to maintain confidentiality regarding information or data provided by or on behalf of the Supplier, which the Customer knows or should reasonably know to be secret and/or confidential and/or whose disclosure could be harmful to the Supplier. The Customer is also obliged to maintain confidentiality regarding advice, opinions or other statements made by or on behalf of the Supplier (all this in the broadest sense of the word), on the understanding that these may be used within the Customer's own organisation. However, the provisions of the preceding sentences shall not apply if the Supplier has given its express prior written consent to disclose the information in question or if disclosure is made on the basis of a court order or decision by a competent government authority.
ARTICLE 18. Disputes and applicable law
18.1 All disputes arising from an agreement between the Supplier and the Customer and all disputes concerning these Terms and Conditions and all non-contractual obligations arising therefrom shall be settled by the competent Dutch court in the district where the Supplier is established.
18.2 All agreements between the Supplier and the Customer, these Terms and Conditions and all resulting non-contractual obligations shall be governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980) is expressly excluded.
