These general conditions of sale, delivery and payment are used by Value Procurement Centre B.V., established and having its office in Eindhoven and registered with the registration number of the Chamber of Commerce; 65468678, as well as all companies affiliated in any respect with this company that refer to or make use of these conditions. They are hereinafter referred to as: "We"/"Us".

1. Definitions

In these terms and conditions the following terms are used in the following sense, unless explicitly stated otherwise:
Buyer: the other party of Value Procurement Centre B.V. that purchases the Products and/or Services.
General Terms and Conditions: these general terms and conditions of Value Procurement Centre B.V.
Services: all services, services, not being Products, that are the subject of an Agreement between Value Procurement Centre B.V. and the Buyer.
Agreement: all Contracts, including these General Terms and Conditions, between Value Procurement Centre B.V. and the Buyer concerning the purchase of Products and/or the purchase of Services, as well as any other (legal) acts relating to the foregoing.V. and the Purchaser regarding the purchase of Products and/or the purchase of Services, as well as any other order issued by the Purchaser to Value Procurement Centre B.V., as well as all (legal) acts related to the foregoing.
Products: all products, matters, items, articles, software as well as packaging and packaging materials that are the subject of an Agreement between Value Procurement Centre B.V. and the Client.
Written: By post or by e-mail.
We/Ours: Value Procurement Centre B.V.

2. Applicability

2.1 All Agreements concluded with Us as well as the performance thereof and all other legal relationships with Us, including but not limited to all inquiries, offers, quotations, assignments, accepted orders and order confirmations are exclusively governed by these General Terms.

2.2 It is established between Us and Our Customer that once a contract is concluded under the applicability of these General Terms and Conditions, they shall also apply in full to subsequent transactions.

2.3 If the Other Party uses general terms and conditions and refers/has referred to them, under whatever name, the applicability thereof is hereby expressly rejected, unless these terms and conditions have been expressly accepted by Us in writing.

2.4 Deviations from and additions to these General Terms and Conditions shall bind Us only if expressly agreed in Writing. Deviations only relate to the legal relationship or Agreement for which they are made.

3. Offers, quotations and Agreements.

3.1 Unless otherwise expressly agreed in Writing, all offers made by Us to the Other Party are without obligation and We expressly reserve the right to change prices and conditions. If no term is specified, offers made by Us are valid for 30 days.

3.2 Customer accepts in advance communication in English.

3.3 Data provided by Us in the form of printed matter, brochures, attachments to the tenders, opinions, calculations, designs, dimensions and similar data are transmitted as accurately as possible, but are indicative and without obligation and do not constitute an offer and are not binding.

3.4 Only what is stated in Our order confirmation is binding on Us.

3.5 The Customer must check the order confirmation for accuracy and immediately identify any discrepancies."

3.6 We cannot be held to an offer or quotation made by Us if the Other Party can reasonably understand that the offer or quotation, or any part thereof, contains an obvious mistake or slip of the pen. The Other Party is obliged to notify Us of any errors or inaccuracies in the quotation within 24 hours after receiving the quotation.

3.7 If We are requested to make an offer or quotation, but no Agreement is concluded on that basis, We have the right to charge the costs involved in making the offer or quotation to the Other Party.

3.8 The Agreement is concluded:
a) after both parties have signed an Agreement drawn up for that purpose, or;
b) after We have sent a Written order confirmation to the Other Party that the order has been accepted;
c) by commencement of the work by Us for the performance of the Agreement.

3.9 We shall be entitled, within 14 days after receipt of the Written acceptance to the Other Party of an offer made by Us, to indicate, without giving reasons, that We do not wish to enter into an Agreement, in which case Our offer shall be lawfully deemed to have been revoked.

3.10 If an acceptance by the Other Party deviates from Our offer, this shall be deemed a new offer and a rejection of the original one, even if there is only a deviation on minor points and the provisions under 3.3 shall apply to such acceptance.

3.11 Amendments and/or cancellation of the Agreement shall be valid only if and to the extent confirmed In Writing by Us to the Other Party. In any case, We shall be entitled to demand payment from the Other Party of all expenses incurred by Us for the benefit of the original Agreement on account of materials, parts, wages, services, etc., as well as to claim indemnification from the Other Party against claims of third parties in connection with the cancellation and/or amendment of the obligations entered into by Us with those third parties.

3.12 Staff members who do not have an express written power of attorney are not authorized to conclude an agreement on Our behalf.

4. Information

4.1 The Other Party is responsible for the accuracy, completeness, soundness and reliability of all specifications and/or other information provided to Us, related to the prices quoted, as well as to the performance of the Agreement. We are not obliged to check the data provided by the Other Party for correctness, completeness, soundness and/or reliability.

4.2 If the information required by Us with respect to the performance of the Agreement is not provided to Us by the Other Party, not in a timely manner or not in accordance with what has been agreed in the Agreement, We have the right to charge the Other Party additional costs incurred as a result or to suspend or dissolve the performance of the Agreement.

5. Delivery

5.1 Stated delivery times are never to be considered deadlines as referred to in Article 6:83 sub a of the Dutch Civil Code, unless explicitly agreed otherwise In Writing. In the event of late delivery, We must therefore be given notice of default in writing while granting a reasonable period for performance. A reasonable term is in any case the term that is considered reasonable in the branch, but never shorter than fourteen (14) days.

5.2 Delivery times specified by Us shall commence as soon as We have expressly accepted the order In Writing, provided that the documents and data We require for the performance of the work are in Our possession and the formalities and other conditions to be fulfilled by the Other Party by Us have been fulfilled.

5.3 If delivery cannot be made at the agreed time or within the agreed period, We shall be entitled without further ado to make partial deliveries as well as to a subsequent delivery period of 6 months. This period starts on the day of receipt of the written notice of default from the Other Party, but not earlier than the day after the expiry of the agreed delivery time or the agreed delivery period. The Customer shall then not be entitled to claim damages and/or dissolution of the Agreement.

5.4 Delivery shall be ex-factory, unless otherwise agreed. The risk in respect of the Products shall pass to the Customer at the time of delivery. If the Customer refuses to take delivery of Products or requests that the Products be delivered later, the risk in respect of the Products shall also pass to the Customer at the agreed time of delivery. If the Customer refuses to take delivery of the Products, the return freight costs, storage costs and other costs shall be borne by the Customer.

5.5 Supplier shall ensure standard packaging of the products to be delivered. The associated costs shall be included in the price, unless otherwise agreed. Special packaging is not included in the price.

5.6 If items of the Other Party are made available to Us at Our company in connection with the performance of the Agreement, the items will remain at the Other Party's risk and the Other Party must arrange for proper insurance in this respect.

5.7 For Us, the commitment to a fatal term of delivery expressly agreed in Writing will lapse if the Other Party desires a change in the specifications of the Agreement, unless the minor significance of the change does not reasonably require Us to change the deployment of production capacity initially planned by Us in time.

5.8 In the performance of the Agreement by Us, the Other Party shall be under the obligation to do everything that is reasonably necessary or desirable to make a timely delivery by Us possible, including by promptly answering Our questions and preventing defective deliveries.

5.9 If the Other Party fails to comply with the provisions set out in the previous paragraphs of this Article, a final date for delivery expressly agreed in Writing will no longer be binding and the Other Party will be in default without written notice of default by Us being required. We shall then be entitled, without prejudice to Our rights under the law, to suspend the performance of the Agreement until the Other Party has remedied this default and to rescind the Agreement.

6. Retention of title

6.1 We reserve title to all Products delivered by Us until the moment of full payment of all that We have to claim from the Other Party in this respect.

6.2 To the extent that Our property may be lost due to the formation of property, the Other Party shall establish a non-possessory pledge in favor of Us on the goods in which the Products delivered by Us are incorporated, in the amount of the claim that We may have against the Other Party, on whatever account.

6.3 The Other Party shall be obliged to notify Us immediately of any claims or attempts by third parties to take control of the Products, which are Our property, or to recover on them. For its part, the Other Party shall be obliged to do everything possible to protect Our rights of ownership or claim.

6.4 As soon as the Other Party fails to fulfil any obligation towards Us, We will be authorized and entitled, without any further notice of default being required, to take back the Products. By accepting these General Terms and Conditions, the Other Party hereby authorizes Us for the aforementioned purpose to enter the place(s) where the Products are located, or have them entered. The Other Party shall be obliged to designate the place where the Products are located and shall furthermore be obliged to render all required cooperation.

6.5 As long as full payment of the claims as referred to in Article 6.1 has not been made, the Other Party shall not be authorized or entitled to transfer, dispose of or encumber with any right the Products subject to Our retention of title - other than in the usual course of its profession or business - beyond its actual control. The assignment of a claim to another legal entity is not permitted.

6.6 The Other Party shall not be entitled to sell or lease the Products to third parties, to rent them out, to give them on loan, to pledge them or have them serve as security or to bring them under the effective control of a third party without Our express written consent.

6.7 We transfer to the Customer, at the time the Customer has fulfilled all its payment obligations under all Agreements and other legal relationships, ownership of the Products delivered.

6.8 For the Products repossessed under this Article, the Other Party shall, provided that the Products are in good condition and/or otherwise usable by Us, be credited in accordance with the market value to be determined on the day of repossession, without prejudice to Our right to set off against this credit all financial obligations of the Other Party vis-à-vis Us, including the damage suffered by Us and the costs related to the exercise of the retention of title, interest and other costs.

6.9 The Customer is obliged to insure the Products mentioned in this article against the risks of fire, theft, storm and water damage. Payments in respect of damage and loss of said Products shall take the place of the said Products.

6.10 The Other Party shall have no right of retention against Us with respect to the Products delivered by Us.

6.11 We may exercise the right of retention on all items related to the performance of the Agreement that are actually in Our possession from the Other Party within the scope of the Agreement, if the Other Party fails to perform obligations related to the performance of the Agreement or other agreements in whole or in part. This also applies in respect of costs that We have had to incur in connection with the care that We should exercise with respect to the object.

7. Warranty

7.1 We warrant:
a) for ninety (90) days from the date of delivery, the quality of the Products delivered by Us, consisting of Printed Circuit Boards (PCBs) and the materials used therefor;
b) for one (1) year from the date of delivery, the quality of the Products delivered by Us, consisting of semi-finished and completely assembled machines and/or products and the materials used therefor; provided that the Products are used in a normal careful manner and in accordance with the instructions of Us and of the supplier of the materials used therefor, and for the purpose for which they were manufactured. In any event, We never warrant more than has been warranted in this respect by suppliers. We give no further warranties. The Other Party must submit the proof of purchase ( invoice ) with delivery date and product type, type number, item number and/or product number to Us with a description of the defect within a period of thirty (30) days after the Other Party has noticed or reasonably could have noticed the defect and must return the defective Product to Us within ten (10) days after the warranty claim.

7.2 Excluded from warranty are defects in materials or parts for the Products delivered whose technical specification and/or use has been prescribed by or on behalf of the Other Party or which have been made available to Us by or on behalf of the Other Party. Also excluded are defects in the delivered goods that have arisen through the use of the aforementioned materials or parts. For this purpose, unsuitability for the use for which the prescribed materials or parts are intended is equated with a defect. We are not liable under Our warranty obligation if an item does not function properly as a result of a defect in a design, construction, specification or working method prescribed by or on behalf of the Other Party or of an error in advice provided by or on behalf of the Other Party.

7.3 Also excluded from the warranty are materials or parts of third parties, not delivered or supplied by Us, which have been or will be installed by or on behalf of the Other Party in, on or to goods delivered by Us.

7.4 Our guarantee obligation will lapse if:
a) the Other Party itself carries out changes in, repairs to and/or replacements of the delivered goods or has them carried out by third parties not designated by Us, unless expressly agreed otherwise in writing;
b) the Other Party uses the delivered goods for purposes other than normal use;
c) defects have arisen due to negligence, accident or normal wear and tear, or are attributable to circumstances of a special nature, which We should reasonably be able to foresee at the time of acceptance or performance, even if We carefully prepare and carry out the workq. execution;
d) defects have arisen due to defects in, or have been caused by, items that have been united by the Other Party and/or third parties with the items delivered by Us;
e) deviations and/or defects that have arisen as a result of incorrect information or data provided by the Other Party;
f) the Other Party excessively burdens the Delivered or exposes it to extreme circumstances;
g) the Other Party fails to fulfil any obligation of whatever nature towards Us under the Agreement.

7.5 The costs of detecting and repairing defects not covered by Our warranty under this Article will be charged to the Other Party at rates applicable at that time.

7.6 If We honor the warranty claim made by the Customer, We shall only be obliged to replace or repair, to be assessed at Our discretion. More specifically, We shall not be further liable and shall therefore not be bound, among other things, to (re)payment of the purchase price, ( additional ) compensation, reimbursement of costs incurred, whether or not in connection with transport, fieldwork, examination, service, disassembly, replacement and/or new installation. In connection with continuous technical development, We reserve the right to replace the Product covered by the warranty not with exactly the same product, but with a Product of comparable or better quality.

8. Inspection, complaints and return procedure.

8.1 The Customer shall count, measure and check the Products for visible and easily detected defects immediately after delivery, before storage or use. Once put into use, Products are deemed to comply with the Agreement.

8.2 The Customer must prove that a defect, deviation, complaint, etc. is justified. The Customer must investigate and provide the "burden of proof" for this purpose. This investigation shall be at the customer's expense.

8.3 Return shipments to Us are only allowed with Our explicit permission, failing which they will not be accepted. The Other Party must provide the proof of purchase (invoice) with delivery date and product type, type number, article number and/or product number to Us with a description of the reason for return.

8.4 Complaints relating to quantities, sizes, weights, visible and easily ascertainable defects as well as with respect to damages, faulty deliveries, defects, must be reported to Us in writing immediately, insofar as the nature of the Products so requires and in other cases, within five (5) days after delivery of the Products, whereby the proof of purchase (invoice) with delivery date and product type, type number, article number and/or product number is provided to Us with a description of the reason for the defect.

8.5 Complaints about Our invoices must be submitted to Us in writing as soon as reasonably possible, but in any event within thirty (30) days of receipt of the invoice sent, also to enable Us to verify the merits and cause of the complaint(s).

8.6 No complaint will be accepted about Products delivered that are qualitatively satisfactory, but prove to be unsuitable for the purpose, not disclosed to Us in writing, for which the Other Party wishes to use them.

8.7 The return procedure mentioned in Article 8.2 also applies to Our Products covered by the warranty mentioned in Article 7, as well as wrong orders, leftover - over-ordered - Products, and defective Products for which the warranty period mentioned in Article 7 has expired.

8.8 For defective Products for which the warranty period referred to in Article 7 has expired, We shall not examine and possibly repair such Products until the costs have been agreed upon with the Customer.

9. Liability

9.1 If We are liable for damage, Our liability shall be limited to a maximum of the net invoice amount of the Products delivered by Us or the Services rendered by Us. No liability is accepted for indirect damage (including but not limited to consequential damage of whatever cause, loss of profit, missed savings, damage of third parties, loss of profits, business and/or stagnation damage) from whatever cause.

9.2 The liability for damage in the broadest sense of the word caused by intent or gross negligence of non-management employees and third parties engaged by Us in the performance of the Agreement is fully excluded. The Other Party shall expressly indemnify Us against all possible claims by third parties, including but not limited to the Other Party's own employees and end users, in respect of any damage caused by or in connection with the Products delivered or Services rendered, unless the damage is due to intent or gross negligence on Our part in the performance of the Agreement, including Our management employees.

9.3 We do not accept liability for failure in the performance of an Agreement and/or wrongful acts, if such failure is caused by extraordinary or processing difficulties that could not reasonably have been foreseen by Us, arising from the nature and/or defectiveness of the goods made available by the Other Party under the Agreement. The Other Party shall be under the obligation to point out to Us any particulars relating to the goods made available. Furthermore, We do not accept liability if goods are manufactured in accordance with the Other Party's instructions and/or those of third parties engaged by the Other Party.

9.4 We accept no liability for failure in the performance of an Agreement and/or wrongful act, in the event that it is caused by the Customer's failure to comply with the information obligations contained in Article 4.

9.5 All advice, instructions, statements and communications given by Us regarding qualities, properties, possible use of Products and Services to be delivered by Us, as well as any additional work with respect to inspections, international standards and applying for CE-markings, filling out forms, performing checks and making calculations, are entirely without obligation. We can never be held liable for any damage arising from said advice or information provided and the Other Party shall be bound to indemnify Us in this respect against all claims of third parties.

9.6 We accept no liability for damage caused by software or by the deletion or damage of data of information on computers or other data carriers and all related matters.

9.7 The exclusions and limitations of liability of Us described in the preceding paragraphs of this Article are without prejudice to the other exclusions and limitations of liability of Us as described in these Terms.

9.8 A condition for the arising of any right to compensation is always that the Other Party reports the damage to Us in writing as soon as possible after its occurrence. Any right of claim of the Other Party against Us shall expire by the mere expiry of one (1) year after the occurrence of the claim, unless the Other Party has filed a legal action for compensation of the damage before the expiry of such period.

9.9 The Other Party shall indemnify Us and/or Our subordinates against all third-party claims for damage caused by the use of Services and/or Products delivered by Us.

10. Prices

10.1 Unless otherwise expressly stated in writing, the prices are for delivery ex works and are exclusive of sales tax, import duties, any packaging, shipping and transport costs and other government charges applicable to the sale and/or delivery and/or performance of the Agreement.

10.2 If after the conclusion of the Agreement but before delivery of the Products, one or more of the factors determining the cost price, such as purchase prices, exchange rates, or taxes, duties, charges, freights, etc., are demonstrably changed, We will be entitled to change the agreed prices accordingly, to the extent that this is not prohibited by law and regardless of whether or not the change was foreseeable for Us at the time of the conclusion of the Agreement. In that case, the Other Party will not be entitled to dissolve the Agreement.

10.3 In the case of delivery by installments, We shall be entitled to invoice in installments. Each installment invoice issued by Us shall be adjusted based on the changed price determinants.

10.4 All prices and rates are in euros and exclusive of V.A.T., unless explicitly stated otherwise, but must be paid inclusive of V.A.T..

10.5 For small orders, We reserve the right to charge the Customer a reasonable expense allowance

10.6 Price increases arising from additions and/or changes to the Agreement and/or the specifications of the Products to be delivered and/or Services to be performed at the Customer's oral or written request shall be borne by the Customer. Changes to the Agreement and additional or less work shall therefore be charged on, even if they have not been instructed In Writing.

10.7 If no price has been agreed upon between the parties, but the parties have entered into one or more agreements with an equal or substantially similar content in a year prior to the Agreement, the price will be calculated on the basis of the production methods and calculation rates used thereby.

10.8 If, outside the application of the provisions of the previous paragraph of this article, no price has been agreed upon between the parties, if a price has been issued only by way of estimate, or if the agreed price may be modified pursuant to these General Terms and Conditions, the price or the modification, respectively, shall be determined at an amount considered reasonable in the industry.

11. Payment

11.1 An invoice sent by Us to the Other Party must be paid within 30 days after the invoice date in the manner indicated by Us, even if the invoice concerns Products delivered on call or if it concerns partial deliveries. Deviations therefrom must be laid down in writing.

11.2 The Other Party shall not be entitled to any deduction, set-off or assignment of an invoice, unless expressly permitted by Us in writing.

11.3 We are at all times entitled to demand full or partial payment in advance. If cash on delivery is stipulated, We are entitled to demand proper security in advance. If and as long as the Other Party refuses or is unable to provide such security, We have the right to suspend the performance of Our obligations or to regard the Agreement as dissolved, without prejudice to Our right to claim damages.

11.4 If the amount due according to the invoice has not been paid within the agreed period, the Other Party shall be in default without any summons or prior notice of default being required, and shall owe Us contractual interest of 1.5% per month on the outstanding amount as from the invoice date, whereby a part of a month shall be considered a whole month, without prejudice to the other rights vested in Us.

11.5 If We assign an unpaid invoice or part thereof to a third party for collection, all judicial and extrajudicial costs related thereto shall be borne by the Other Party. For the extrajudicial costs, the Other Party shall owe Us at least 15% of the principal amount plus the interest already due, with an absolute minimum of €350, - exclusive of V.A.T.

11.6 Payments made by the Customer always first serve to settle all costs and interest due and then due and payable invoices that have been outstanding the longest, even if the Customer states that the payment relates to a later invoice

11.7 During the performance of the Agreement, We have the right to suspend the performance of Our obligations until the Other Party, at Our request and to Our satisfaction, has provided security for the performance of all obligations under the Agreement. This provision applies equally if credit has been stipulated. Refusal by the Other Party to provide the requested security shall give Us the right to dissolve the Agreement without judicial intervention and to take back what has already been delivered, without prejudice to the right to compensation of costs, interest and damage.

11.8 Non-payment of an invoice amount on the due date shall result in all Our claims against the Other Party becoming immediately due and payable in full, expressly including claims that were not yet due and payable at that time, without any notice of default or notice from Us being required.

12. Cancellation

12.1 The Other Party shall have the right to cancel an Agreement before We have commenced performance of the Agreement provided that it compensates Us for the loss incurred by Us as a result. Any cancellation by the Other Party shall require Our express written consent. Such damage shall include the losses and loss of profit suffered by Us and in any case the costs We have already incurred in preparation, including those of reserved production capacity, purchased materials, services called in and storage.

13. Prototypes/samples

13.1 The Other Party shall be under the obligation to carefully examine the drawings/trials/samples/prototypes/software received by him from Us, whether or not at his request, for errors and defects and to return them to Us corrected or approved as soon as possible.

13.2 Approval of the drawings/trials/samples/prototypes/software by the Customer shall constitute acknowledgement that We have correctly performed the work preceding the drawings/trials/samples/prototypes/software.

13.3 We shall not be liable for discrepancies, errors and defects that have gone unnoticed in drawings/trials/samples/prototypes/software approved or corrected by the Customer.

13.4 Any trial/sample/prototype produced at the request of the Customer shall be charged in addition to the agreed price, unless it has been expressly agreed in writing that the cost of these drawings/trials/samples/prototypes/software is included in the price.

14. Deviations

14.1 Deviations between the Products on the one hand and the original design, drawing, copy or model respectively the trial/sample/prototype on the other hand, may not constitute grounds for rejection, discount, dissolution of the Agreement or damages, if they are of minor significance.

14.2 In an assessment of whether or not deviations in the total of the Work are to be considered minor, a representative sample from the Work shall be considered, unless individually determined Products are involved.

14.3 Deviations which, all circumstances considered, reasonably have no or a minor influence on the use value of the work, shall always be deemed to be deviations of minor significance

14.4 Deviations in the other materials and semi-manufactured products used by Us that are permitted under the general terms and conditions of sale relating to the delivery of such materials and semi-manufactured products shall be considered deviations of minor importance. The relevant terms and conditions are available for inspection at Our office. We shall send the Other Party a copy of these terms and conditions free of charge upon request.

15. Force Majeure

15.1 In the event of a force majeure situation as referred to in Article 15.2, We are entitled to suspend the performance of the Agreement for the period that the force majeure situation continues and We cannot be bound by any delivery time or dissolve the Agreement. Under no circumstances shall the Customer be entitled to compensation for damages, costs or interest.

15.2 There will be a situation of force majeure on Our part if, after the conclusion of the agreement, We are prevented from fulfilling Our obligations under this agreement or the preparation thereof as a result of war, threat of war, civil war, riots, acts of war, fire, water damage, flood, strike, sit-down strike, lockout, import and export obstructions, government and statutory measures, defects in machinery, disruptions in the supply of energy, all this both in Our company and with third parties, from whom We wholly or partly obtain the necessary materials or raw materials, as well as during storage or transport, whether or not under Our own management, pandemics, epidemics, sickness of one or more employees, and furthermore due to all other causes, occurring through no fault of Our own or through no risk.

15.3 If the Customer gives Us written notice to that effect, We are obliged to express Our opinion in Writing within eight days with respect to Our choice as referred to in Article 15.1.

15.4 If We have partially fulfilled Our obligations at the time the force majeure occurs, We shall be entitled to invoice the Products delivered or services performed separately and in the interim, and the Customer shall be obliged to pay this invoice as if it were a separate Agreement.

16. Dissolution

16.1 We reserve Our right to dissolve the Agreement with immediate effect, without legal intervention, if:

(a) The Other Party fails to perform any of its obligations towards Us, or fails to do so in a timely or proper manner;

b) the Customer is declared bankrupt, or a request to that effect has been made, applies for or has been applied for a suspension of payments, or if he is in - provisional - suspension of payments, or an administrator has been appointed for the Customer pursuant to the Natural Persons Debt Rescheduling Act;

(c) all or part of his property is seized;

(d) Customer has become incapacitated or deprived of liberty pursuant to a court order;

(e) Customer is dissolved or liquidated or, if a natural person, dies;

f) Customer proceeds to strike or has already done so, transfer of its business or a significant part thereof, including the contribution of its business to a business to be established or already existing.

16.2 In the event of dissolution, any claim by Us against the Other Party shall be immediately due and payable.

17. Secrecy and property of Us

17.1 Items provided by Us to the Other Party such as data-info's, tapes, samples, photographs, clichés, films, prints and/or drawings and similar documents are and shall at all times remain Our property.

17.2 The items referred to in the previous paragraph, as well as moulds, stamps and tools used or intended for use by Us for design and/or production purposes, will at all times remain Our property, if costs for their manufacture have been charged to the Other Party, unless otherwise agreed, and will be kept for a maximum of one (1) year, after which they will be destroyed.

17.3 The items mentioned in the two preceding paragraphs of this Article shall, if made available by Us to the Other Party, be kept by it separately in its offices and/or other business premises and shall be returned to Us at Our first request. The Other Party guarantees that under no pretext shall the items in question be copied, imitated or otherwise reproduced without Our permission, nor shall they be made available for inspection or handed over to third parties.

17.4 The Other Party undertakes to keep secret any confidential information made available to it by Us. Confidential information is in any case understood to mean the aforementioned, as well as Our company data and all information of which the Other Party knows or can reasonably suspect that it is secret or confidential or information of which it can expect that its dissemination may cause damage to Us. The Other Party undertakes to impose a duty of confidentiality on its personnel and/or third parties involved in the performance of this Agreement.

17.5 If the Other Party violates the provisions of this Article, the Other Party shall forfeit to Us, irrespective of whether the violation can be attributed to the Other Party and without prior notice of default or court proceedings, an immediately payable penalty of € 50,000 for each violation and, in addition, an amount of € 10,000 for each day that such violation continues, without there being any question of any damage and without prejudice to Our other rights, including its right to claim additional damages in addition to the penalty referred to above.

18. Intellectual property rights

18.1. All intellectual property rights in respect of Our Products as well as in respect of the documents provided by Us, such as advice, brochures, photographs, designs, drawings, etc., are vested exclusively in Us, Our licensors or their suppliers, unless expressly agreed otherwise in writing.

18.2. The Customer only acquires the rights of use expressly granted by these General Terms and Conditions, the Agreement concluded between the parties in writing and the law. Any right of use granted to the Customer is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.

18.3. All information, in the broadest sense of the word, including business information focused on specific features of (Products of) Us provided in the context of an offer or an Agreement, is strictly confidential and may not be disclosed by the Other Party to third parties.

18.4. The Other Party shall not remove or alter, or cause to be removed or altered, any indication(s) concerning the confidential nature or concerning copyrights, patent rights, trademarks, trade names or any other right of intellectual property from the Products and from the documents of Us, Our licensors or their suppliers described in the preceding paragraph.

18.5. The Other Party shall indemnify Us against any liability and/or charge of unfair competition arising from any right of the Other Party under Industrial Property and/or Intellectual Property, unless expressly agreed otherwise with Us in writing with a director authorized to do so.

19. Final Provisions

19.1 The Customer cannot transfer its Agreement or order or any other right arising from the Agreement, order or these General Terms and Conditions to third parties. This clause has the effect of property law as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.

19.2 We reserve the right to amend these General Terms and Conditions unilaterally. We will inform the Customer of the amended provisions. The amendments will apply and form part of the contractual relationship with the Customer, unless the Customer has objected to them In Writing within a period of six (6) weeks following the notification of the amendments.

20. Applicable law and disputes.

20.1 These General Terms and Conditions and all agreements and undertakings to which they apply shall be governed exclusively by Dutch law.

20.2 All disputes relating to the performance and/or interpretation of these General Terms and Conditions, as well as agreements and undertakings to which they apply, will be settled exclusively according to Dutch law by the District Court of Oost-Brabant in 's-Hertogenbosch, unless the cantonal judge is competent to hear such a dispute pursuant to mandatory statutory provisions and unless we may choose another judge.

20.3 In case of disagreement on the interpretation of these General Terms and Conditions, the Dutch text shall be binding.