General terms and conditions

Article 1. General

1.1 In these general terms and conditions, the following definitions apply: "Customer": the party that is involved as the counterparty of Supplier in one or more of the (legal) acts referred to in the next paragraph, or to whom such a (legal) act is addressed; "Supplier": the user of these Terms; "Terms": these general terms and conditions of sale, delivery and services.

1.2 These Terms apply – in the broadest sense of the word – to all offers, quotations, advice, orders, order or assignment confirmations and agreements of Supplier for the supply of products (including machines, tools, software and hardware, capital and consumer goods and parts) and services (including but not limited to development, placement, installation, service, maintenance and repair work), and are always addressed to the end customer/user.

1.3 General terms and conditions of Customer do not apply. Customer may only invoke provisions that deviate from these Terms insofar as Supplier has expressly accepted them in writing. Such deviating provisions do not affect the applicability of the other provisions of these Terms.

Article 2. Formation of the agreement

2.1 All offers, quotations and advice of Supplier and all orders and assignments of Customer are without obligation for Supplier and do not bind Supplier.

2.2 Agreements between Supplier and Customer are formed if and as soon as Supplier has sent Customer a written (order) confirmation or (advance) invoice or – if this moment is earlier – when Supplier starts carrying out Customer's assignment, including the 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 case binding on Supplier.

2.4 The documents, data and tools referred to in the previous paragraph, and all data generated by means of the (software in the) products supplied by Supplier to Customer, are, remain or become the property of Supplier, even if costs have been charged to Customer for them. Customer guarantees that, other than for the performance of the agreement, it will not reproduce such documents, data and information or make them available to third parties without Supplier's permission.

2.5 Customer shall always provide 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). Customer guarantees that this data and/or information is correct, complete, reliable and accurate, does not infringe the rights of third parties and does not conflict with Dutch and/or European laws and regulations.

2.6 Insofar as personal data is processed by the parties, the parties will, prior to such processing, make additional written arrangements in accordance with the applicable laws and regulations on the protection of personal data; those arrangements will form an annex to the agreement between the parties.

Article 3. Prices

3.1 Unless otherwise agreed in writing, prices are in euros, exclusive of packaging, transport, loading, unloading and insurance costs, exclusive of VAT and other government levies on the sale and delivery, and are based on delivery ex works in accordance with the most recent version of the Incoterms. Unless otherwise agreed in writing, the prices referred to above are exclusive of costs for placement, installation and/or assembly. If and insofar as such costs are included in an order confirmation, those costs are in euros, exclusive of VAT and other government levies on the sale and delivery, and exclusive of the (out-of-pocket) expenses of third parties engaged by Supplier.

3.2 In the event of factors or unforeseen circumstances arising after the date on which an agreement was formed that lead to an increase in cost price (including price increases of raw materials or goods obtained from third parties, currency changes and cost increases due to government measures), Supplier is entitled to increase the prices after written notice to Customer.

Article 4. Payments

4.1 All agreements with Customer are entered into by Supplier on the condition that Customer proves to be sufficiently creditworthy.

4.2 At Supplier's first request, which Supplier is entitled to make at any time, Customer shall provide security, in a manner to be determined by Supplier, for the timely and correct fulfilment of its obligations towards Supplier.

4.3 Unless otherwise agreed in writing, all payments must be made within 30 (thirty) days of the invoice date. If, however, the product concerned is delivered before the end of that payment term, (full) payment – and in the case of payment in instalments: of all instalments – must be made no later than the date on which the risk of the product passes from Supplier to Customer, as set out in articles 5.4, 5.5 and 5.6. Customer is not entitled to put any product into use until it has fulfilled all of 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, Customer is in default by operation of law and the amount due is immediately payable without further demand or notice of default, plus interest equal to the statutory commercial interest 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 of collecting that claim.

4.5 Supplier is at all times entitled to require partial or full payment in advance or to deliver only cash on delivery.

4.6 Complaints concerning (advance) invoices must be submitted to 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 dealt with by Supplier. A complaint never entitles Customer to suspend its obligations under any agreement.

4.7 In the event of (an equivalent under foreign law of) bankruptcy, guardianship or (voluntary or involuntary) dissolution or liquidation of Customer, as well as in the event of (an equivalent under foreign law of) a prejudgment or executory attachment on all or part of its assets or income, or in the event of a suspension of payments and the appointment of an administrator over it, the death of Customer, and also if it has failed to fulfil, or to fulfil in time or properly, one or more obligations under these Terms or any agreement, all claims of Supplier (on whatever grounds) 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) term for products, placement, installation and/or assembly or the performance of other services is not binding, but Supplier will make every effort in good faith to meet it.

5.2 The term for delivery or performance of an agreement commences on the latest of the following moments:

• a. The day on which the agreement concerned is formed;
• b. The day on which Supplier receives the documents, data, permits and the like required for the performance of the agreement;
• c. The day on which the formalities required for delivery, placement, installation and/or assembly have been completed;
• d. The day on which Supplier receives what, under the agreement, must be paid in advance before delivery.

5.3 Exceeding the delivery time does not entitle Customer to (full or partial) dissolution or suspension of the agreement, or to compensation for any direct or indirect damage.

5.4 Unless the parties have agreed otherwise in writing, products are delivered "ex works", in accordance with the provisions on that 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 Customer, regardless of whether placement, installation or assembly still has to take place. Supplier is not liable for any damage related to (delays in) their transport.

5.6 If the parties have agreed an acceptance protocol, the risk in respect of the products passes to Customer at the moment the products have been physically handed over to Customer and (i) Customer has accepted the products in accordance with the agreed acceptance protocol, or (ii) – if earlier – the moment Customer first puts the products into use. Customer guarantees that signature for acceptance under an acceptance protocol is always given by a person authorised to represent Customer.

5.7 Packaging, if any, will not be taken back by Supplier.

5.8 If the products have not been collected by Customer after the delivery date or the delivery term has expired, Supplier is entitled to store (or have stored) the products at the expense and risk of Customer, 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. Customer is obliged to accept such a delivery from Supplier. These Terms also apply to partial deliveries.

5.10 Customer is obliged to inspect the delivered product, the packaging, any placement, installation/assembly and the performance of other services for any (visible) defects and/or shortages immediately, if and as soon as Supplier informs Customer that (i) the products are ready for Customer, and/or (ii) the products have been placed/installed/assembled, and/or (iii) Supplier reports that the work to be carried out has been completed. Customer must in any case carry out any safety tests under an acceptance protocol within 30 (thirty) days of delivery. Customer must notify Supplier in writing without delay of any (visible) defects found in what has been delivered, the packaging, placement/installation/assembly or other work performed, or of any shortages, failing which Customer is deemed to have approved what has been delivered, placed/installed/assembled or performed. Complaints regarding what has been delivered, placed or performed will then no longer be dealt with, with the exception of the provisions of article 13.2.

Article 6. Retention of title

6.1 All products delivered by Supplier to Customer remain the property of Supplier until full payment has been made of everything Customer owes Supplier under the agreement (including interest, costs and any claims for damages). Until such payment has been made in full, no limited right may be established on those products and they may not be transferred.

6.2 As long as Supplier has not received full payment, Customer is obliged to store all products sold and delivered to it by Supplier separately and clearly identifiable in its business. 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 If Customer fails to perform any agreement between the parties, Supplier is at all times entitled to take back, or have collected, all products it has delivered. In that case every claim of Supplier against Customer also becomes 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) are borne entirely by Customer.

Article 7. Suspension and dissolution

7.1 If and as soon as:

• Customer has failed to fulfil, or to fulfil in time or properly, one or more of its obligations under these Terms or any agreement with Supplier;
• Third parties claim rights to Customer's property, or Customer's products are attached, or a comparable legal measure under foreign law is taken;
• Customer applies for a suspension of payments or bankruptcy (or a comparable equivalent under foreign law), or Customer's bankruptcy or suspension of payments is/has been applied for, Customer makes a payment arrangement with one or more of its creditors, or otherwise gives the impression that it is (or will become) insolvent;
• 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 a debt restructuring scheme;
• Customer proceeds to the voluntary or involuntary dissolution or liquidation (or a comparable equivalent under foreign law) of its business, the business is continued in another legal form, or the registered or actual place of business is moved to another country, or direct or indirect control over Customer is transferred to a third party;
• Customer transfers the rights under any agreement to which these Terms apply to a third party;

Supplier is entitled, at its option, to suspend its obligations towards Customer, on whatever grounds, until Customer has fully met its obligations towards Supplier, or to dissolve 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 Customer in any way for damage, costs and interest, and notwithstanding Supplier's right to claim full compensation.

7.2 Subject to the provisions of the previous paragraph, Customer's power to dissolve an agreement between Supplier and Customer under 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 that specific agreement.

Article 8. Force majeure

8.1 Force majeure includes all circumstances that occur independently of Supplier's will, even if they were foreseeable at the time the agreement was formed, and that prevent the performance of the agreement in whole or in part, temporarily or permanently, such as but not limited to the threat of war, (civil) war, war damage, terrorism, mobilisation, riots, civil commotion, (natural) disasters, epidemics/pandemics, strikes, lockouts, problems with workers' equipment, transport difficulties, import or export restrictions, fire and other serious disruptions in Supplier's business (including strikes, excessive sickness absence, machine breakdowns, disruptions in the supply of energy or data communication, disruptions caused by malicious software), as well as the impossibility of performing the agreement as a result of any failure by Supplier's suppliers or third parties engaged by it in performing the agreement, including fitters engaged by 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 notify the other party of the force majeure situation immediately. If the force majeure situation lasts longer than 3 (three) months, either party is entitled to unilaterally dissolve the agreement in whole or in part by 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 Supplier (whether or not accompanied by their placement, installation or assembly), as well as to all associated software and the work performed by Supplier, are vested in Supplier or (where applicable) its supplier(s)/licensor(s) and belong exclusively to Supplier or (where 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 licence rights. The delivery of a product, software and/or service by Supplier cannot be regarded as an express or implied licence for the use, publication, reproduction, exploitation or disclosure to third parties of the intellectual property rights, unless Supplier has expressly given written permission to do so.

9.2 All drawings, documents, technical data, specifications, user instructions, advice, software and/or other information provided to Customer by Supplier or (where applicable) its supplier(s)/licensor(s) that are or may be the subject of any intellectual property right or comparable right are vested in Supplier or (where applicable) its supplier(s)/licensor(s), and will be returned by Customer to Supplier at Supplier's first request.

9.3 Customer will inform Supplier immediately if it finds that a third party is infringing any intellectual property right of Supplier or (where applicable) its supplier(s)/licensor(s), or if a third party makes any claim against Customer in connection with the intellectual property rights of Supplier or (where applicable) its supplier(s)/licensor(s). If Supplier so requires, Customer will provide all reasonable cooperation that may lead to the swiftest possible end of the infringing acts or the dispute.

9.4 If Supplier manufactures products or creates software according to drawings, models, specifications or other instructions, in the broadest sense of the word, of Customer, Customer fully guarantees that the manufacture, stocking, marketing, delivery and/or use of these products or software, as well as the placement, installation or assembly of products including software, does not infringe any copyright, trademark, patent, design or any other right of third parties. Customer indemnifies Supplier against all damage, including costs and interest, that is the direct or indirect result of claims by such third parties.

9.5 If a third party objects, on the basis of any alleged right, to the manufacture, stocking, marketing, delivery and/or use of the aforementioned products and software, or to the placement, installation or assembly of products or software, Supplier is entitled to cease the aforementioned acts immediately, without being liable to Customer for compensation on that account, and without prejudice to Customer's obligation to indemnify Supplier as referred to in the previous paragraph.

9.6 If Customer infringes any intellectual property right as described in this article, Supplier may claim from Customer a penalty that is immediately due and payable and not subject to set-off, for each infringement and for each day on which the infringement continues, equal in amount to the total price of the product and/or service to which the infringement relates, without prejudice to Supplier's right to full compensation.

Article 10. Commissioning and assembly

10.1 Supplier cannot be obliged to start placing, installing or assembling the products before Customer has provided Supplier with all the information and data required for this and (where applicable) Supplier has also received the agreed payment for it.

10.2 Supplier will ensure that the placement, installation or assembly of the products is carried out properly and soundly; this obligation is an obligation of effort (best endeavours) on the part of Supplier.

10.3 If the parties have agreed placement, installation and/or assembly, Customer guarantees that the local conditions and surroundings of the location where the placement, installation and/or assembly is to be carried out are such that Supplier can perform the agreement undisturbed and properly. For example, access doors must be sufficiently large, and foundations, floors and walls on or against which products will stand or to which the products will be attached must be installed in time and be adequate for the purpose. In addition, Customer will always make sufficient auxiliary materials and (auxiliary) manpower available at its own expense.

10.4 Work that falls outside the scope of the placement, installation and/or assembly, or that is caused by Customer having insufficiently fulfilled its obligations under the previous paragraph, is at Customer's expense.

Article 11. Software and data

11.1 If Supplier makes software available to Customer for the use of a product, it is always made available on a non-exclusive basis.

11.2 Supplier always has the right (but is not obliged) to change or adapt the (control) software at any time, to make a new version, upgrade or update available, and to change the functionalities and/or features of the software.

11.3 The software may only be used by Customer itself, to the exclusion of any other party.

11.4 Customer acknowledges that the software supplied with products is supplied in its current state ("as is") and without warranties, except as referred to in article 14.

11.5 If Customer fails to fulfil, or insufficiently fulfils, the obligations incumbent on it under these Terms and/or any agreement between the parties, or if Supplier considers this necessary for safety reasons, Supplier is entitled, after warning Customer about the measure it will take, to deny Customer the ability to use software required for a product (and thereby possibly take the machine concerned out of use) until Supplier (at its discretion) has established that Customer is sufficiently fulfilling its obligations or that the safety risks identified by Supplier have been adequately reduced.

11.6 Supplier is and remains the owner of all information and data generated by the products and software supplied by Supplier, and is entitled to analyse that information and data, among other things to improve its products and software.

Article 12. Obligations of Customer

12.1 Customer will always take care of every delivered product as a prudent owner and is obliged to follow all user instructions and to take all measures and follow all instructions that must be observed when using the product and that contribute to the durability and safety of the product and its user, including (having) (prescribed) maintenance or repair work carried out (in time).

12.2 Customer is obliged to communicate the operating instructions established by Supplier clearly and explicitly to third parties (including but not limited to Customer's employees) who use the product.

12.3 Customer ensures that the products are only used and operated by trained and certified employees with the required level of knowledge and expertise, and will therefore ensure that it always has (sufficient) trained personnel.

12.4 Customer will not engage third parties for maintenance or repair work on the products, unless this has been agreed in writing between the parties.

12.5 Customer will not put the products into use until the relevant (partial) invoice(s) have been paid in full, including any interest and costs.

12.6 Customer indemnifies Supplier against all claims by third parties for damages, performance or otherwise, insofar as these claims relate to or result from Customer's failure to comply, or to comply fully, with these Terms, any agreement between Supplier and Customer, statutory regulations or other instructions of Supplier, or from Customer's failure to inform third-party users (sufficiently) when using the product. Customer is also obliged to compensate all damage Supplier suffers in such a case, including damage to 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 Supplier, Customer is obliged to follow immediately all oral and written instructions of Supplier (including those in user manuals), such as switching off or no longer using the product concerned.

13.2 Complaints regarding non-visible defects in delivered products or work performed must be reported to 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 of discovering the defect in the product or – in the case of placement/installation/assembly or the performance of any work by Supplier – within 24 hours of the placement/installation/assembly or performance of the service, failing which the placement/installation/assembly of the products or the performance of the work is deemed to have been accepted. If the user manual for the product concerned provides for shorter periods, the shorter period stated therein applies.

13.3 After written notification in accordance with the previous paragraph, Supplier will investigate the validity of the complaint as soon as possible. To that end, Customer will allow representatives of Supplier to examine and assess the product concerned or the work performed at Customer's office or premises. If, in Supplier's opinion, the complaint about a product delivered and/or work performed by Supplier is justified and Customer (also in Supplier's opinion) has provided sufficient evidence that the defect referred to in articles 13.2 and 5.10 already existed at the time of delivery or completion of the work, Supplier will, at its option, replace the defective product or part of it free of charge, repair the defect or the defective part of the product, or perform the work again free of charge, without Customer being entitled to compensation.

Article 14. Warranty

14.1 For a period of no more than 12 (twelve) months after delivery (and shorter if the products are used in shifts), Supplier warrants the conformity of the products delivered and/or manufactured by it, as required for their application and normal use under the conditions communicated to Customer in writing for the product concerned and stated in the product information sheets and/or user manuals provided by Supplier to Customer for that product.

14.2 In the case of placement/installation/assembly by Supplier, the period referred to in the previous paragraph starts on the day on which Supplier has completed the placement/installation/assembly, provided that in that case the period ends in any event once 18 (eighteen) months have passed after delivery.

14.3 Customer is in no event entitled to warranty as referred to in the previous paragraph if:

• Customer fails to fulfil one or more obligations towards Supplier on whatever grounds, 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 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 maintenance has not been carried out in accordance with the prescribed maintenance intervals;
• the delivered products have been placed or assembled, stored, altered, processed, used or maintained carelessly or contrary to the instructions given by Supplier, or have been repaired by someone other than Supplier or with parts other than original parts;
• the delivered products have been used or operated by persons who have not been trained for this or do not have the required level of knowledge or expertise;
• the defect was, or should have been, known to Customer, or the defect was caused by a circumstance that occurred after the products were delivered to Customer.

14.4 If any defect occurs, Customer will notify Supplier in writing of the complaint and the nature of the defect without delay, but in no case later than ten (10) working days after the moment the defect could reasonably have been discovered. In all cases, Customer's right to invoke conformity lapses after the aforementioned period has expired.

14.5 If, in Supplier's opinion, a justified claim has been made under article 14.1, Supplier will always – exclusively and at its option – replace the defective product or part of it free of charge, whereby the defective product or the part concerned becomes the property of Supplier, or repair the defect or the defective part of the product, or provide the defective service again, in all cases without Customer being entitled to compensation. Costs exceeding the normal costs of repairing or replacing the products or parts thereof are borne by Customer. The same applies to transport, travel and labour costs. In all circumstances, Customer will give Supplier full cooperation to enable Supplier to remedy the defect within a reasonable period, without any costs to Supplier.

14.6 No warranty is given for inspections, advice and similar services carried out by Supplier.

14.7 Supplier's alleged failure to fulfil its warranty obligations does not release Customer from the obligations arising for it from any agreement concluded with Supplier. Customer is in no event entitled to dissolve the agreement.

14.8 The provisions of this article are exhaustive and exclude every other right, guarantee and remedy, written or oral, express or implied, including those set out in Title 7.1 of the Dutch Civil Code and guarantees as to merchantability or fitness for a purpose other than that for which the delivered product is intended.

14.9 If Supplier delivers to Customer, and whether or not places, installs or assembles, products that Supplier has obtained from its own supplier(s), Supplier is never obliged towards Customer to do more than what Supplier can claim from its own supplier(s) and what is actually honoured by its own supplier(s) in the case concerned.

Article 15. Liability

15.1 Supplier's liability for (the delivery/placement/installation/assembly of) products is limited to fulfilling the obligations described in article 14 of these Terms.

15.2 Subject to the foregoing, Supplier is in no event (that is: neither in the case of the supply of products nor in the case of the performance of services, all as referred to in article 1.2) liable for damage resulting from a failure towards Customer, whether or not attributable, or for damage resulting from a wrongful act towards Customer, unless the damage concerned was caused by intent or deliberate recklessness of Supplier's management or of managerial subordinates belonging to Supplier's executive staff.

15.3 In no event (that is: neither in the case of the supply of products nor in the case of the performance of services, all as referred to in article 1.2) is Supplier liable for Customer's business, consequential and/or indirect damage, including but not limited to loss of profit and turnover, losses incurred, damage due to delay, environmental damage and non-material damage. Nor is Supplier liable for damage attributable to an act or omission of Customer or of a third party engaged by Customer.

15.4 Without prejudice to the foregoing, Supplier's liability is in all cases limited to the original purchase price of the products plus the costs of their placement, installation and/or assembly or, in the case of services, the value of the assignment, unless the parties have agreed otherwise in writing.

15.5 Supplier is not liable for systematic defects in the manufacturer's machines or products that it distributes. Systematic defects include, but are not limited to, inherent design flaws, manufacturing errors or structural shortcomings.

15.6 Supplier is not responsible for any direct, indirect, incidental, special, consequential or exemplary damage arising from or related to systematic defects in the delivered machines, including but not limited to loss of profit, business interruption, loss of business information or any other financial loss.

15.7 Supplier will make efforts to inform Customer of known defects or safety problems reported by the manufacturer, but such notification does not release Supplier from its exclusion of liability as stated herein.

15.8 Customer agrees that it is aware of the inherent risks associated with the use of machines and products, and indemnifies the distributor against any liability in respect of such risks.

15.9 The exclusion of liability set out herein applies regardless of whether the defect is discovered before or after delivery to Customer.

Article 16. Agreements for the performance of work/services

16.1 An agreement for work to be performed by Supplier for Customer is entered into for an indefinite period, unless the content, nature and purpose of the agreement show that it has been entered into for a fixed period or ends upon completion of the agreed work.

16.2 Customer cannot oblige Supplier to start performing the agreed work until all data required for it under article 2.5 is in Supplier's possession and Supplier has received the agreed (instalment) payment (as charged by advance invoice).

16.3 All assignments are accepted and performed by Supplier exclusively with the exclusion of Articles 7:404 and 7:407(2) of the Dutch Civil Code.

16.4 In performing its work, Supplier will exercise the care of a good supplier; this obligation is an obligation of effort (best endeavours), unless expressly agreed otherwise in writing.

16.5 After completion of the work performed by Supplier, Supplier will send Customer a final invoice. If the agreement is terminated (prematurely), Supplier will also send a final invoice covering the services performed up to the moment of termination.

16.6 Both Supplier and Customer are entitled to terminate the agreement for the provision of services (whether entered into for a fixed or an indefinite period) in writing at any time (including prematurely), 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 Customer is obliged to keep confidential any information or data provided by or on behalf of Supplier which Customer knows or should reasonably know to be secret and/or confidential and/or the disclosure of which may be harmful to Supplier. Customer is also obliged to keep confidential any advice, opinions or other statements of Supplier provided by or on behalf of Supplier (all in the broadest sense of the word), on the understanding that these may be used within Customer's own organisation. However, the provisions of the preceding sentences do not apply if Supplier has given express prior written permission to disclose the information concerned, or if disclosure takes place pursuant to a court order or a decision of a competent government authority.

Article 18. Disputes and applicable law

18.1 All disputes arising from an obligation between Supplier and Customer, all disputes concerning these Terms and all non-contractual obligations arising from them will be settled by the competent Dutch court in the district where Supplier has its registered office.

18.2 Dutch law applies to all obligations between Supplier and Customer, to these Terms and to all non-contractual obligations arising from them. 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 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 will always prevail.