General conditions
JACS. MERCHANT ELECTROTECHNICAL AGENCIES B.V.
We believe it is important that you know exactly what to expect in advance. Below, we have summarized the most important points from our terms and conditions in a concise and easy-to-understand manner.
- When do these terms and conditions apply?
These terms and conditions apply to all our quotes, offers, orders, and deliveries to business customers, unless we agree otherwise with you in writing. - Quotes and Prices
Our quotes are non-binding unless we specify otherwise in writing. Prices do not include VAT or any applicable taxes. If our costs increase between the time of the quote or order and delivery, we may pass on this price increase after providing timely notice. In the event of a price increase of more than 10%, you have the right to terminate the agreement. - Delivery and Shipping
For deliveries within the Netherlands, we generally deliver in accordance with the agreements made. For deliveries outside the Netherlands, EXW Wijk bij Duurstede applies in principle, in accordance with Incoterms 2020. This means that, in principle, the buyer is responsible for transportation, costs, and risk from our address, unless we agree otherwise in writing. - Check upon receipt
Check the delivery immediately upon receipt. Is the packaging damaged? Have this noted on the transport documents immediately. Additionally, check within 8 days whether the delivery is correct and report any defects to us in writing as soon as possible. - Complaints and Returns
Returns may only be made with our prior written consent and in accordance with our instructions. The costs and risk associated with the return are, in principle, the responsibility of the buyer. If, upon investigation, it is determined that the defect is attributable to us, reasonable and pre-approved shipping costs may be partially reimbursed. - Warranty
We guarantee that the delivered products meet the technical requirements and specifications set out in the product description. The warranty is valid in principle for 12 months after delivery, unless the manufacturer provides a shorter warranty. The warranty does not apply in the event of normal wear and tear, misuse, improper assembly, modifications, or repairs by the buyer or third parties. - Payment
Payment must be made within 30 days of the invoice date, unless we specify a different term in writing. In the event of late payment, interest and collection fees may be charged. We may also suspend deliveries until full payment has been received. - Retention of title
The delivered products remain our property until all outstanding amounts have been paid in full. - Cancellation
An order cannot simply be cancelled. Arrangements can only be made regarding cancellation if we agree to it in writing. Any costs or damages incurred by us as a result may be borne by the buyer. - Liability
Our liability is limited. In principle, we are only liable for direct damage that is the direct and exclusive result of a failure attributable to us. Indirect damage, such as consequential damage, business damage, or loss of profit, is excluded, except where prohibited by law. - Force Majeure
If we are unable to deliver or fulfill our obligations due to circumstances beyond our control, we may invoke force majeure. Examples include operational disruptions, transportation issues, government measures, strikes, or pandemics. - Deviating agreements
Deviating agreements are only valid if we have confirmed them in writing.
In summary:
We strive for clear agreements, accurate delivery, and excellent service. At the same time, there are rules regarding payment, inspection upon receipt, returns, warranty, shipping costs, and liability. Therefore, please always read the full terms and conditions below carefully.
Article 1. Applicability
General Terms and Conditions: these general (sales) terms and conditions
Seller: Jacs. Koopman Electrotechnische Agenturen B.V., the party applying these General Terms and Conditions. The Seller also operates under, among others, the trade name Thinq;
Buyer: the counterparty to the Seller, acting in the course of a profession or business.
Agreement: the agreement between the Seller and the Buyer to which these General Terms and Conditions apply;
Parties: the Seller and the Buyer
Article 2 General
2.1 These General Terms and Conditions apply to every offer and acceptance by the Seller and to every Agreement between the Seller and the Buyer, unless the Parties have expressly deviated from these General Terms and Conditions in writing.
2.2 These General Terms and Conditions also apply to all Agreements with Seller for the execution of which the services of third parties are (partly) used by Seller.
2.3 The applicability of any general terms and conditions of the Buyer, however named, is expressly excluded and rejected, unless the Parties have agreed otherwise in writing. If the general terms and conditions of the Parties were to apply concurrently, in the event of a conflict between the provisions, the provisions in the General Terms and Conditions shall prevail.
2.4 If one or more provisions of these General Terms and Conditions are void or are declared null and void, the remaining provisions of these General Terms and Conditions shall remain in effect. In that case, the Parties shall consult with each other to agree on a new provision to replace the void or voidable provision, while maintaining the purpose and intent of the provision to be replaced to the greatest extent possible.
Article 3 Offers/Quotes/Prices
3.1 All offers made by the Seller, in whatever form, are non-binding until the offer is accepted or until the Seller indicates otherwise.
3.2 Quotations provided by the Seller are non-binding, unless otherwise specified by the Seller.
3.3 If the acceptance deviates from the offer set forth in the quotation, the Seller is not bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless the Seller indicates otherwise in writing. The Buyer warrants the accuracy and completeness of the information provided by the Buyer to the Seller on which the Seller bases its offers.
3.4 A composite quotation does not oblige the Seller to deliver a portion of the goods included in the offer or quotation for a corresponding portion of the quoted price.
3.5 Offers or quotations do not apply to repeat orders, unless the Parties agree otherwise in writing
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3.6 An agreement is not concluded until Seller has accepted in writing the order, which Buyer makes following any quotation from Seller, or executes the order in question.
3.7 The prices quoted by or agreed with Seller are exclusive of sales tax (VAT) and/or other government levies, unless otherwise agreed in writing.
3.8 The Seller may unilaterally pass on price increases to the Buyer—after providing the Buyer with timely advance notice—if price changes have occurred between the time of the offer/acceptance and delivery with respect to, for example, exchange rates, wages, raw materials, semi-finished products, or packaging materials, without prejudice to the Buyer’s right to terminate the Agreement in the event of a price increase exceeding 10%.
3.9 If the Seller concludes Agreements with the Buyer more than once, the present General Terms and Conditions shall always apply in respect of all subsequent Agreements, regardless of whether or not they are each time explicitly declared applicable to those subsequent Agreements, and provided that these General Terms and Conditions are maintained unchanged.
Article 4. Delivery
4.1 The Buyer is obligated to accept the goods at the time the Seller delivers them to the Buyer or arranges for their delivery, or at the time the Seller makes them available to the Buyer in accordance with the Agreement. Delivery by the Seller of goods outside the Netherlands is made ex works (“ex works/EXW Wijk bij Duurstede (3961 MV at the address Molenvliet 2)” in accordance with Incoterms 2020). If the Agreement or the relevant delivery of goods does not involve cross-border transport, delivery shall be “delivered duty paid” (DDP). For returns and replacement shipments as referred to in Article 6, Incoterms 2020 EXW Wijk bij Duurstede also apply, provided that the transportation of the return shipment is arranged by and at the expense of the Buyer (similar to a “return EXW” arrangement), unless the parties agree otherwise in writing.
4.2 If Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, Seller will be entitled to store the goods at Buyer’s expense and risk. In this case the Seller is also entitled to dissolve all or part of the Agreement without notice of default and, in addition to the purchase price, to claim payment of damages incurred, including (storage) costs and interest and/or to exercise its power to sell the goods purchased by the Buyer to a third party.
4.3 If the Seller has specified a delivery timeframe, it is indicative. A specified delivery timeframe is not a strict deadline, unless otherwise indicated in writing by the Seller. If an indicative timeframe is significantly exceeded, the Buyer must give the Seller written notice of default and grant the Seller a reasonable period of time to make the delivery.
4.4 If Seller requires data from Buyer in connection with the performance of the Agreement, the delivery period shall commence after Buyer has made such data available to Seller.
4.5 The Seller is entitled to deliver the goods in installments. The Seller is entitled to invoice partial deliveries separately.
Article 5 Order and Shipping Costs
5.1 Order and shipping costs for shipments with an invoice value of up to €500, excluding VAT, are not included in the price and must be paid by the Buyer. Order and shipping costs for shipments with an invoice value exceeding €500, excluding VAT, are included in the price, unless otherwise specified in writing by the Seller. Unless otherwise agreed in writing in advance, the method of transportation shall be determined and arranged by the Seller in the most cost-effective manner. The Seller will never accept the return of packaging. Damage to goods caused by the destruction of the packaging shall be borne by the Buyer. The Buyer must have any damage to the packaging noted on the shipping documents immediately upon delivery, failing which the Buyer forfeits the right to make a claim against the Seller in this regard.
5.2 For shipments to delivery addresses outside the Netherlands, all order and shipping costs, regardless of the invoice amount, shall be borne by the Buyer, unless the Seller specifies otherwise in writing.
Article 6 Examination, complaints
6.1 The Buyer is obliged to examine the delivered goods, or have them examined, at the time of delivery, but in any event within 8 days of delivery. In doing so the Buyer must check whether the quality and quantity of the goods delivered are in accordance with what has been agreed between the Parties.
6.2 If the Seller has shown the Buyer a model, or if the Seller’s offer includes a description of the item, such description shall be presumed to be merely illustrative, and the item need not correspond to it in every respect, unless the Parties have expressly agreed in writing that the goods must fully conform to it. Differences in color shall not give rise to any claim on the part of the Buyer, nor shall other deviations if and to the extent that they concern minor differences in size and weight and/or minor changes in construction or components that are necessary for the proper performance of the Agreement.
6.3 Buyer is obliged to inspect the goods delivered by Seller for any defects. Any defects found by the Buyer must be reported to the Seller in writing within a reasonable period of time. The right of complaint lapses in any case three months after delivery as well as if the goods have been wholly or partly processed by the Buyer and/or supplied to third parties.
6.4 Even if a complaint is filed in a timely manner, the Buyer remains obligated to accept and pay for the purchased goods and may not invoke suspension and/or setoff. If the Buyer wishes to return defective goods, this may only be done with the Seller’s prior written consent and in the manner specified by the Seller. The costs and risk associated with returning the goods to the Seller shall be borne by the Buyer. If, following an inspection by the Seller (Article 6.6), it appears that the goods are indeed defective and this defect is attributable to the Seller, the Seller shall reimburse the Buyer for the shipping costs reasonably incurred by the Buyer and approved in advance by the Seller shipping costs for the return shipment, up to a maximum amount equal to the Seller’s standard domestic (Dutch) shipping rates. For deliveries outside the Netherlands, any additional costs associated with the return shipment (beyond the domestic rate), as well as customs duties and taxes, shall at all times be borne by the Buyer, unless the parties agree otherwise in writing.
6.5 Buyer shall give Seller the opportunity to investigate (or have investigated) the complaint regarding a defect.
6.6 If it appears – after investigation by the Seller – that the item is not sound, it must be returned by the Buyer to the Seller, carriage paid, within 10 days, on pain of the Buyer’s forfeiture of any rights in this regard. Following the return by Buyer, Seller shall have the right to choose whether it:
a. replaces the item;
b. repairs the item;
c. Credit Buyer for a proportionate part of the invoice.
6.7 The costs of shipping the replacement or repaired item to the Buyer following the application of Article 6.6(a) or (b) shall be borne by the Seller in accordance with the standard provisions of Articles 4 and 5 of these General Terms and Conditions (Incoterms 2020, EXW Wijk bij Duurstede). The Seller is under no obligation to use a faster or more expensive shipping method than the one the Seller normally uses.
6.8 All time limits and obligations of the Seller referred to in this section are subject to the Buyer continuing to fulfill its payment obligations to the Seller in full; in the event of a payment delay by the Buyer, the Seller is entitled to suspend the processing of the complaint and any (free of charge) replacement.
Article 7 Payment
7.1 Payment must be made in cash upon delivery or no later than 30 days (net) after
the invoice date, in euros, in a manner to be specified by the Seller, or within another timeframe notified in writing by the Seller. Objections to the amount of the invoices do not suspend the Buyer’s payment obligation.
7.2 The Seller is entitled to charge the Buyer for advances and/or to require a down payment.
7.3 The parties may agree in writing to make payments in installments.
7.4 If the Buyer fails to make payment within the 30-day (net) term or any other term specified by the Seller, the Buyer shall be in default by operation of law immediately and without further notice of default. The Buyer shall also owe late payment interest at a rate of 1% per month, unless the statutory interest rate or the statutory commercial interest rate is higher, in which case the higher rate shall apply. Interest on the amount due will be calculated from the moment the Buyer is in default until the moment the Buyer pays the full amount. For the purpose of calculating interest, a partial month is considered a full month. In the event of late payment, the Buyer shall no longer be entitled to any discount that may have been granted by the Seller. If the Buyer fails to pay or pays late, the Seller shall under no circumstances be obligated to continue delivering goods to the Buyer until the Buyer has made full and timely payment.
7.5 The Buyer’s right to set off or suspend any claims it may have against the Seller is excluded, unless there is bankruptcy of the Seller.
7.6 In the event of liquidation, (a petition for) bankruptcy, the Buyer’s admission to statutory debt restructuring under the Debt Restructuring (Natural Persons) Act, attachment, or (provisional) suspension of payments by the Buyer, the Seller’s claims against the Buyer shall become immediately due and payable.
7.7 Payments shall first be applied to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and current interest.
7.8 Regardless of the agreed payment conditions, Buyer is obliged to provide such security for payment as Seller deems sufficient at Seller’s first request. If Buyer fails to do so within the stipulated period, Buyer shall be immediately in default. The Seller shall in that case be entitled to dissolve the Agreement and to recover the damage suffered and to be suffered from the Buyer.
Article 8 Collection Costs
8.1 If the Buyer is in default or fails to fulfill its obligations (in a timely manner), the Seller’s reasonable costs incurred in obtaining payment out of court shall be borne by the Buyer.
8.2 If Seller has incurred higher costs, which were reasonably necessary, these shall also be borne by Buyer.
8.3 Any reasonable legal and enforcement costs incurred by the Seller shall also be borne by the Buyer, including the costs reasonably incurred by the Seller for legal assistance in any proceedings.
Article 9 Retention of Title
9.1 The ownership of goods delivered by the Seller shall not pass to the Buyer until the Buyer has paid to the Seller all that it owes under the Agreement as well as any subsequent agreements.
9.2 Buyer is not authorized to pledge or otherwise encumber the items subject to retention of title.
9.3 If Buyer forms a new item (partly) from items delivered by Seller, Buyer shall form that item only for Seller and Buyer shall hold the newly formed item for Seller until Client has paid all amounts due under the Agreement; Seller shall in that case remain the owner of the newly formed item until Buyer has paid in full.
9.4 The Buyer undertakes to adequately insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as theft and to make the policy of this insurance available for inspection by the Seller on demand.
9.5 If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, Buyer is obliged to inform Seller as soon as possible.
9.6 Goods delivered by the Seller, which by virtue of the first paragraph of this Article are subject to the
retention of title, may only be resold in the normal course of business and may never be used as a means of payment. If the Buyer has resold the items before ownership has passed to the Buyer, the Buyer shall become the custodian of the item on behalf of the Seller. The Buyer shall be obliged to disclose the Seller’s retention of title to third parties upon resale.
9.7 In the event that Seller wishes to exercise its property rights indicated in this article, Buyer hereby unconditionally and irrevocably authorizes Seller or third parties to be designated by Seller to enter all those places where Seller’s property is located and to repossess those goods.
Article 10 Guarantee
10.1 The Seller guarantees that the goods delivered meet the technical requirements and specifications included in the product description.
10.2 The warranty mentioned in the first paragraph of this article applies for 12 months after delivery.
10.3 If the manufacturer’s warranty that the Seller has received from the manufacturer differs from the aforementioned warranty period—in that the manufacturer’s warranty period is shorter—then the warranty that the Seller provides to the Buyer is limited to the warranty provided by the manufacturer.
10.4 Seller’s warranty to Buyer shall never go beyond – and Seller shall never be obliged to do more – than what is stated under Article 6.6 of these General Conditions.
10.5 The Seller’s warranty to the Buyer is limited to:
– manufacturing defects and therefore does not cover defects or damage resulting from wear and tear, force majeure, and/or improper or unskilled use, transport, or installation and modifications by the Buyer or a third party;
– deliveries to Buyers within the European Union. For deliveries to Buyers located outside the European Union, the warranty is granted exclusively if and to the extent that the manufacturer provides a corresponding warranty to the Seller, and in that case is limited to a credit or replacement ex works (EXW), excluding any shipping, import, customs, or handling obligations on the part of the Seller.
10.6 This warranty expires:
– upon resale of the delivered goods, unless the Parties have expressly agreed otherwise;
– in the event of improper or unauthorized use by the Buyer or a third party, or following modifications, alterations, or repairs made by the Buyer or a third party to the delivered goods.
10.7 As long as the Buyer does not fulfill its obligations arising from the Agreements entered into by the Parties, it cannot invoke this warranty provision.
Article 11 Suspension and Termination
11.1 The Seller is authorized to suspend the performance of its obligations under the Agreement or to terminate the Agreement if:
– The Buyer fails to fulfill its obligations under the Agreement, fails to do so on time, or fails to do so in full, and the Buyer does not remedy this breach within a reasonable period after the Seller has issued a notice of default in this regard;
– circumstances that come to the Seller’s attention after the conclusion of the Agreement give the Seller good reason to fear that the Buyer will not fulfill its obligations, or will not do so in a timely or complete manner. If there is good cause to fear that the Buyer will perform only partially or improperly, the Seller’s suspension is permitted only to the extent that the Buyer’s failure justifies it;
– The Seller has requested the Buyer, either upon conclusion of the Agreement or at a later time, to provide security for the fulfillment of the Buyer’s obligations under the Agreement, and such security has not been provided or is insufficient. As soon as the Buyer has provided security, the Seller’s right to suspend performance shall lapse, unless such performance has been unreasonably delayed as a result.
11.2 Furthermore, the Seller is authorized to dissolve the Agreement or have it dissolved if circumstances arise which are of such a nature that performance of the Agreement has become impossible or can no longer be required by standards of reasonableness and fairness, or if other circumstances arise which are of such a nature that the Seller can no longer reasonably be expected to maintain the Agreement unamended.
11.3 Seller may dissolve the Agreement with Buyer in the event of force majeure. Furthermore, Seller may at any time terminate the Agreement prematurely for important reasons. In the aforementioned cases, Buyer shall fully respect Seller’s intellectual property rights in accordance with the provisions of Article 16 of these General Terms and Conditions.
11.4 If the Agreement is dissolved, Seller’s claims against Buyer are immediately due and payable. If Seller suspends fulfillment of its obligations, it retains its claims under the law and the Agreement.
11.5 The Seller reserves the right at all times to claim damages from the Buyer. If the Seller exercises its right to rescind and/or terminate the Agreement as provided for in this Article 11, the Buyer is also obligated to reimburse the Seller for:
– the amounts corresponding to the status of the delivered goods;
– the reasonable costs arising from any obligations the Seller may have entered into with third parties for the delivery of goods under the
Agreement;
– any additional costs reasonably incurred by the Seller.
Article 12 Cancellation
12.1 Cancellation of an Agreement is excluded.
12.2 If the parties nevertheless agree in writing to cancel the contract and, upon cancellation, the Buyer refuses to accept the goods already purchased by the Seller—whether or not they have been- or processed, the Buyer is obligated to compensate the Seller for all damages resulting therefrom, including, but not limited to, the Seller’s lost profits.
Article 13 Liability
13.1 If goods delivered by the Seller are defective and the provisions of these General Terms and Conditions have been met, the Seller’s liability toward the Buyer is limited to the provisions set forth in Article 10 of these terms and conditions regarding the “Warranty.”
13.2 The Seller may only be held liable for direct damages that the Buyer has suffered or will suffer if the Buyer demonstrates that such damages are the direct and exclusive result of a breach attributable to the Seller, subject to the provisions of Section 13.3.
13.3 The Seller cannot be held liable (and is not liable) for direct damages suffered by the Buyer and/or third parties resulting from:
– incorrect or incomplete information provided by the Buyer before, during, or after entering into the Agreement with the Seller;
– incorrect or improper use of the item by the Buyer and/or third parties in structures, work methods, or materials, or use of the item by the Buyer and/or third parties in a manner that deviates from the product specifications provided by the Seller and/or any other technical documentation, inadequate storage, insufficient maintenance, modification, and/or repair of the goods by the Buyer and/or third parties, or use of the goods by the Buyer and/or third parties in a manner that deviates from the current state of technical knowledge;
– defects in the item resulting from normal wear and tear;
– a defect in the product or a deficiency in the service provided due to force majeure.
13.4 If the Seller is liable for direct damages, the Seller’s total liability shall be limited to no more than the net purchase price associated with the goods delivered by the Seller that caused the damage to the Buyer. If it is established in court that the Seller is obligated to compensate for damages in an amount greater than that resulting from the first clause, then in such a case, the amount of compensation shall be capped at the amount paid out by the Seller’s liability insurer in the case in question. Shipping, customs, import, and administrative costs associated with returns or replacements as referred to in Article 6 are not included in the definition of “damages” under this Article and are governed exclusively by the allocation specified in Article 6.
13.5 The Seller shall not be liable for indirect damages suffered by the Buyer and/or third parties, including—but not limited to—consequential damages, business interruption, individual damages, lost profits, loss due to business interruption, and damages caused by willful misconduct or gross negligence on the part of the Seller’s agents. The definitions of direct and indirect damages shall be in accordance with established case law.
13.6 The Buyer shall indemnify the Seller against any damages and claims by third parties arising from the goods delivered by the Seller, including—but not limited to—damages resulting from the Seller’s infringement of third-party rights—including—but not limited to—intellectual property rights – and/or damages arising from product liability due to a defect in the goods delivered by the Buyer to a third party, and of which the goods delivered by the Seller form a component, unless and to the extent that the Buyer proves that the damages were caused exclusively by the goods delivered by the Seller to the Buyer.
13.7 Buyer is at all times responsible for and liable by virtue of complying with the legal and related permits and requirements regarding, among other things – but not exclusively – the requirements for use of the goods delivered by Seller to Buyer under the Agreement.
13.8 The limitations and exclusions of the Seller’s liability for direct or indirect damages suffered by the Buyer set forth in these General Terms and Conditions shall not apply if the damages are attributable to willful misconduct or gross negligence on the part of the Seller or its employees.
13.9 Failure by Seller to exercise any right or remedy under these General Conditions and/or the Agreement shall not be construed by Buyer as a waiver by Seller of any right or remedy, whether present or future. Neither Seller’s receipt of payments from Buyer nor Buyer’s reliance on the actions of (persons on behalf of) Seller may be construed as a waiver of that right or remedy.
Article 14 Transfer of Risk
14.1 The risk of loss, theft, misappropriation, or damage to products, goods, data, documents, software, data files, or information (including codes, passwords, and documentation) that are produced or used in connection with the performance of the Agreement, shall pass to the Buyer at the moment such items are brought under the actual control of the Buyer or an agent of the Buyer and/or from the time they are delivered or deemed to have been delivered as provided for in Article 4 of these terms and conditions. To the extent that these items remain in the actual possession of the Seller or the Seller’s agents, the Seller bears the risk of loss, theft, misappropriation, or damage.
14.2 If the Buyer itself takes care of the transport of the goods that are the subject of the Agreement, this will take place entirely at the expense and risk of the Buyer.
Article 15 Force Majeure
15.1 The Seller is not obligated to fulfill any obligation if it is prevented from doing so as a result of circumstances that are not attributable to gross negligence or willful misconduct on its part and for which it is not liable under the law, a legal act, or generally accepted commercial practices.
15.2 For the purposes of these General Terms and Conditions, “force majeure” means, in addition to what is understood by that term in law and case law: all external causes, independent of the Seller’s will, whether foreseen or unforeseen, over which the Seller has no control, but which prevent the Seller from fulfilling its obligations, cause delays, render fulfillment uneconomical, or make it unreasonable to expect the Seller to fulfill these obligations (any longer). Force majeure includes—but is not limited to—the following: (i) force majeure on the part of third parties engaged by the Seller; (ii) government measures; (iii) power outages; (iv) disruptions to the internet, computer networks, or telecommunications facilities; (v) strikes; (vi) general transportation problems; (vii) the unavailability of one or more of the Seller’s employees; and pandemics.
15.3 The Seller also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after the Seller was required to fulfill its obligation.
15.4 The Seller may suspend its obligations under the Agreement for the duration of the force majeure event. If this period lasts longer than two months, either Party is entitled to terminate the Agreement without any obligation to compensate the other Party for damages.
15.5 To the extent that, at the time the force majeure event occurs, the Seller has already partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part that has been fulfilled or is to be fulfilled has independent value, the Seller is entitled to invoice the part already fulfilled or to be fulfilled separately. The Buyer is obligated to pay this invoice as if it were a separate Agreement.
Article 16 Intellectual Property and Confidentiality
16.1 Without prejudice to the other provisions of these General Terms and Conditions, the Seller reserves the rights and powers to which the Seller is entitled under intellectual property law.
16.2 All materials, promotional brochures, documentation, quotations, agreements, designs, sketches, photographic material, drawings, software, etc., are intended exclusively for the Buyer’s use and may not be reproduced, sold, rented, made public, or disclosed to third parties by the Buyer without the Seller’s prior consent, unless the nature of the materials provided indicates otherwise.
16.3 Buyer is aware that the information made available to it, as referred to in this Article, contains confidential information and trade secrets of Seller or its licensors. The Purchaser undertakes to keep the information made available to him, as referred to in this Article, secret, not to disclose it to third parties or give it for use and to use it only for the purpose for which it was made available to the Purchaser. Third parties also include all persons working in the Buyer’s organization who do not
necessarily have to use the items made available under the Agreement.
16.4 Any right granted to the Buyer to use intellectual property rights is non-exclusive, non-transferable to third parties, and non-sublicensable, unless otherwise agreed in writing with the Seller.
Article 17 Other Provisions
17.1 The Buyer is not permitted to transfer the rights and obligations under these General Conditions and/or the Agreement to a third party without the prior written consent of the Seller.
17.2 The Seller is entitled to subcontract (part of the work from) the Agreement – whether by subcontracting or not – to third parties.
17.3 The Buyer is obligated to keep confidential all business-sensitive or other confidential information that it receives from the Seller, either orally or in writing, during the term of the Agreement, both during the term of the Agreement and thereafter, and in accordance with the provisions set forth in these General Terms and Conditions.
Article 18 Disputes, Competent Court
18.1 The Midden-Nederland District Court, Utrecht location, shall have exclusive jurisdiction to hear disputes in the first instance. This applies to all disputes that may arise between the parties arising from their Agreement or from subsequent agreements and other acts related to the Agreement, such as, but not limited to, tort, undue payment, and unjust enrichment. Notwithstanding the foregoing, the Seller also has the right to submit the dispute to the court with jurisdiction under the law.
Article 19 Applicable Law
19.1 Each Agreement between Seller and Buyer and these General Conditions are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
