The general terms and conditions were amended on 20 January 2026.
Article 1. Definitions and Applicability
1.1. In these General Terms and Conditions of Sale and Delivery (“general sales conditions”), the following terms are used in the meanings set out below, unless expressly stated otherwise:
• Contractor: the private limited liability company Cleanroom Packaging B.V. (Chamber of Commerce no. 72039884) having its registered office at the Dirk Hartogweg 14 - 3, 5928 LV, Venlo, the Netherlands, including other companies affiliated with it, being the users of these general sales conditions within the meaning of Article 6:231(b) of the Dutch Civil Code.
• Client: the natural or legal person who engages the contractor to perform activities, provide services, or who purchases goods from the contractor, and who is the contracting party to the agreement with the contractor.
1.2 These general sales conditions apply to all offers, agreements, and deliveries of the contractor, of whatever nature, unless their applicability has been expressly excluded in whole or in part in writing or explicitly agreed otherwise.
1.3. Any general (sales) terms and conditions of the client, by whatever name called, are hereby expressly rejected. Deviations from and additions to these general sales conditions shall apply only insofar as they have been expressly accepted in writing by the contractor.
1.4. If the contractor has permitted deviations from these general sales conditions for a shorter or longer period of time, whether tacitly or otherwise, this shall not affect its right to subsequently require immediate and strict compliance with these general sales conditions. The client may not derive any rights from the manner in which the contractor applies these general sales conditions.
1.5. These general sales conditions also apply to all agreements with the contractor for the performance of which third parties are involved. Such third parties may invoke these general sales conditions directly against the client, including any limitations of liability contained therein.
1.6. If one or more provisions of these general sales conditions or of any other agreement with the contractor are contrary to any mandatory statutory provision or applicable legal regulation, the relevant provision shall lapse and shall be replaced by a new, legally permissible and comparable provision to be determined by the contractor.
1.7. If any provision forming part of these general sales conditions or of the agreement is void or is annulled, the agreement shall otherwise remain in force as much as possible, and the relevant provision shall be replaced without delay, in consultation between the contractor and client, by a provision that approximates the intent of the original provision as closely as possible.
1.8. A client who has once contracted on the basis of these general sales conditions shall be deemed to have tacitly agreed to the applicability of these general sales conditions to any subsequent agreement concluded with the contractor.
1.9. In the event of any conflict between the contents of an agreement concluded between the client and the contractor and these general sales conditions, the contents of this agreement shall prevail.
1.10. These general sales conditions have been drawn up in various languages. In the event of any dispute regarding their content and/or interpretation, only the English text and its interpretation under Dutch law shall prevail at all times.
1.11. The content of these general sales conditions may be amended or supplemented unilaterally by the contractor from time to time. Amendments or supplements shall enter into force on the date determined by the contractor, provided that the contractor informs the client in writing of the intended amendments at least thirty (30) days in advance.
1.12. If the client does not agree with the intended amendments or supplements, it shall be entitled to terminate the agreement in writing prior to the effective date of the amendments. Continued performance of the agreement after the effective date of the amendments without written objection by the client shall be deemed acceptance of the amendments.
1.13. Minor or technical amendments of a subordinate nature that do not materially affect the rights and obligations of the other party may be implemented unilaterally at any time without prior notice.
Article 2: Offers
2.1. All offers made by the contractor are without obligation and revocable, including offers that include a term for acceptance. The contractor is entitled to revoke its offer up to two working days after it has received the acceptance.
2.2. The client shall provide all information necessary for the execution of the contract. This includes, but is not limited to, informing the contractor prior to the conclusion of the agreement about the specific nature and properties of the goods to be handled, packaged, or for which packaging is to be manufactured.
2.3. An agreement is considered concluded only once the contractor has confirmed the acceptance of an offer in writing, or at the moment the contractor commences the performance of the services or production.
2.4. All contracts are entered into under the condition that the client maintains sufficient creditworthiness, to be determined at the sole discretion of the contractor. If the client fails to meet these financial standards, the contractor reserves the right to terminate the agreement, and the client shall reimburse all reasonable costs incurred as a result.
2.5. Any changes to the deliverables requested after the contract is finalized, or extra work necessitated by incorrect or incomplete information provided by the client, will be classified as "additional work." All associated costs for such work shall be borne entirely by the client.
2.6. The contractor reserves the right to engage third parties for the performance of the contract. Furthermore, the contractor is entitled to assign its rights and obligations arising from the contract to third parties.
2.7. The prices stated by the contractor in the offer are expressed in euros excluding VAT and other government levies, duties or taxes, or other charges imposed or amended by authorities or trade organizations in the Netherlands or within EU Member States. In addition, the prices do not include travel, accommodation, packaging, storage and transport costs or costs for loading, unloading and cooperating with customs formalities.
2.8. The prices for the goods to be delivered are exclusive of any services to be performed and are based on delivery in accordance with the Incoterm “Ex Works” (EXW) as applicable at the time of the offer. The contractor shall charge transport costs and other related costs separately to the client.
2.9. The contractor shall at all times be entitled, in connection with the client's financial obligations, to require advance payment or security from the client before proceeding with delivery or commencing the performance of activities.
2.10. If it is agreed that designs and/or packaging are to be tested by an independent external party, the client shall bear all costs ensuing therefrom. Should these costs be invoiced to the contractor, they will be charged to the client separately.
2.11. Payment of the net amount must be transferred to an account designated by the contractor in Euro within thirty (30) calendar days of the invoice date. If this payment term is exceeded, the client will be in default with immediate effect and without further notice of default being required. In such instances, the contractor shall charge the statutory commercial interest on the outstanding amount.
2.12. Offers and quotations do not automatically apply to repeat orders.
Article 3: Confidentiality
3.1. All information provided by or on behalf of the contractor to the client (such as offers, designs, images, drawings and knowhow) of whatever nature and in whatever form is confidential. The client will only use this information for the execution of the agreement. The client will not disclose or reproduce the information.
3.2. If the client breaches an obligation under paragraph 1, it will owe an immediately payable penalty. The contractor may claim this penalty in addition to damages under the law.
3.3. The client must return the information referred to in paragraph 1 upon first request, within a period set by the contractor, at the contractor’s discretion, or destroy it in a manner to be determined by the contractor, without being allowed to retain a copy in any form whatsoever. In the event of a breach of this provision, the client shall owe the contractor an immediately payable penalty of € 1,000 per day. The contractor can claim this penalty in addition to compensation under the law.
3.4. The client is not permitted to disclose its relationship with the contractor in publications, advertisements, or any other written or oral form, nor use any of the contractor’s figurative marks or logos, without the contractor's prior written approval.
Article 4: Advice and information provided
4.1. The client cannot derive any rights from advice and information provided by the contractor that is not related to the contract.
4.2. If the client provides information to the contractor, the contractor may assume the accuracy and completeness of this information when making an offer and performing the agreement.
4.3. The contractor is not obliged to warn of, or to independently investigate, any inaccuracies in the order, defects and unsuitability of goods originating from the client and errors or defects in plans, drawings, calculations, specifications or implementation instructions provided by the client.
4.4. The client indemnifies the contractor against any third party claim in connection with (the use of) information provided by or on behalf of the client. This includes advice, instructions, drawings, calculations, designs, materials, brands, samples and models. The client shall compensate the contractor for all damage suffered. This includes the full cost of legal defence.
Article 5: Delivery time
5.1. All delivery times, which includes in these conditions a delivery date, week, month, term or implementation period, are indicative. If these are exceeded, the client must issue the contractor at all times with a notice of default.
5.2. The delivery time shall apply only when the client and the contractor have reached timely agreement on all commercial and technical details, all information, including final and approved drawings and the like, is in the possession of the contractor, all items to be made available by the client have been received by the contractor, the agreed (instalment) payment has been received in time and the other conditions for the execution of the order have been fulfilled. If the delivery time no longer applies, the contractor may determine a new delivery time taking into account the contractor’s schedule.
5.3. The contractor is entitled to deliver the sold goods in parts.
5.4. The delivery time no longer applies if there are circumstances other than those known to the contractor when it specified the delivery time and those circumstances are at the expense and risk of the client, including changes to the order, contract variations or suspension by the contractor. If the delivery time no longer applies, the contractor may determine a new delivery time taking into account the contractor’s schedule.
5.5. The client must reimburse the contractor for all costs, damage and loss incurred or suffered by the contractor as a result of a change in the delivery time as referred to in paragraphs 2 and 3, without the need for a notice of default.
5.6. Exceeding the delivery time does not entitle the client to compensation or full or partial termination. The client indemnifies the contractor against claims from third parties as a result of exceeding the delivery time.
Article 6: Delivery and risk transfer
6.1. Delivery takes place at the time the contractor makes the item available to the client at its premises and has notified the client accordingly. From that moment on, the item is at the client’s risk.
6.2. If, after the conclusion of the agreement, the contractor nevertheless arranges the transport in whole or in part at the request of the client or assists the client in this regard (such as storage, loading, stowage or unloading), this will be at the expense and risk of the client. The client can insure itself against these risks.
6.3. If after delivery, transport is carried out by or on behalf of the client and the contractor must have access to (transport) documents that are in the client’s possession, the client must make those documents available to the contractor free of charge upon first request.
6.4. If an item is exchanged and the client retains the item to be exchanged pending delivery of the new item, the risk of the item to be exchanged remains with the client until the time that it hands over the item to the contractor. If the client is unable to deliver the item to be exchanged in the condition in which it was when the agreement was concluded, the contractor may terminate the agreement wholly or in part.
6.5. The contractor is entitled to have the goods stored by a third party at its discretion, subject to the same risk and expense conditions outlined above.
Article 7: Price change
7.1. The contractor may pass on to the client any increase in cost determining factors that occurred after the conclusion of the agreement. The client must pay the price increase at the contractor’s first request.
Article 8: Force majeure
8.1. If the contractor cannot fulfil its obligations due to a circumstance beyond its actual control, this cannot be attributed to the contractors and results in force majeure. In that event, the contractor shall not be liable for any damage suffered by the client as a result. Except as provided in the fourth paragraph of this article, the client is in that event also not entitled to terminate the agreement in whole or in part.
8.2. The circumstances referred to in the first paragraph of this article include in any case (civil) war (threat), terrorism, riots, outbreaks of infectious diseases and the resulting government measures or advice, natural disasters, extreme weather conditions, import or trade restrictions and/or embargoes, explosion, fire, flooding, water damage, sabotage, epidemics, release of hazardous gases or substances, cybercrime, disruption of digital infrastructure, non-availability or late availability of licences, operational failures, disruptions in the supply of fuel, energy and/or labour, (partial) loss, theft or loss of tools, materials or information, defects in machines, roadblocks, blockades of railways and waterways or airports, strikes or work stoppages, staff shortages and the circumstance that third parties engaged by the contractor, such as suppliers, subcontractors and transporters, or other parties on which the contractor is dependent, do not or do not timely fulfil their obligations.
8.3. The contractor is entitled to suspend fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations to the client due to force majeure. Once the force majeure situation has ended, the contractor shall fulfil its obligations as soon as its schedule permits.
8.4. If there is force majeure and compliance is or becomes permanently impossible, or the temporary force majeure situation has lasted for more than six months, the contractor is authorised to terminate the agreement wholly or in part with immediate effect. In those cases, the client is entitled to terminate the agreement with immediate effect, but only for that part of the obligations that the contractor has not yet fulfilled.
8.5. The parties are not entitled to compensation for the damage suffered or to be suffered as a result of the force majeure, suspension or termination as referred to in this article.
Article 9: Additional work
9.1. Additional work is calculated on the basis of the prices applicable at the contractor at the time the additional work is carried out. The client must pay the price for Additional work on the contractor’s first request.
Article 10: Execution of the work
10.1. The client shall ensure that the contractor can perform its work safely, undisturbed, uninterrupted and at the agreed time. The client shall ensure at its own expense and risk that:
a. all permits, exemptions and other decisions necessary to carry out the work have been obtained in a timely manner. The client is obliged to provide the contractor with a copy of the aforementioned documents on the contractor’s first request;
b. the client informs the contractor in writing and in a timely manner of all (safety) regulations applicable at the location;
c. the contractor is provided with the necessary auxiliary personnel, tools and facilities (such as gas, water, electricity, internet, suitable access roads for any necessary transport, lifting and hoisting cranes, sanitary facilities and a lockable dry storage space) when carrying out its work;
d. all activities necessary for the execution of the work and not included in the agreement have been carried out on time.
10.2. The client bears the risk and is liable for damage to and theft or loss of all items located at or near the place where the work is carried out or at any other agreed place, such as the item delivered or to be delivered, tools, materials intended for the work or equipment used in the performance of the work. This does not apply if the client proves that the damage, theft or loss was caused by the contractor itself.
10.3. Without prejudice to the provisions of paragraph 2 of this article, the client must take out adequate insurance against the risks mentioned in that paragraph. In the event of damage, the client is obliged to report this immediately to its insurer for further processing and settlement.
Article 11: Delivery of the work and returnable packaging
11.1. The work is deemed to be delivered if:
a. the client has approved the work;
b. the work has been put into use. If part of the work has been put into use, that part is considered to be delivered;
c. the contractor has notified the client in writing that the work has been completed and the client has not notified the contractor in writing within 14 days of the date of such notification that the work has not been approved;
d. the client does not approve the work on the grounds of minor defects or missing parts that can be repaired or delivered within 30 days and that do not prevent the work from being put into use.
11.2. The contractor is not obliged to provide the client with a document within the meaning of Section 7:757a of the Dutch Civil Code regarding the construction work that has been completed and is to be delivered (‘transfer or delivery file’).
11.3. If the client does not approve the work, it is obliged to inform the contractor of this in writing, stating the reasons. The client must give the contractor the opportunity to deliver the work at a later date.
11.4. All packaging, insofar as it is not intended for single use, including but not limited to pallets, crates, containers, barrels (kegs) and other transport aids, shall remain the property of the contractor, even if the client pays a deposit for such packaging.
11.5. The client is obliged to return the packaging, sorted and cleaned, as soon as possible and no later than upon the next delivery by the contractor to the client.
Article 12: Liability
12.1. If the contractor is liable for whatever reason, such liability shall at all times be limited as stipulated in the following paragraphs.
12.2. If the contractor has any insurance taken out by it or on its behalf that provides cover, the contractor’s obligation to compensate for damage shall be limited to the amount paid out under such insurance in the relevant case.
12.3. If the contractor has no insurance as referred to in the previous paragraph or no amount is paid out under such insurance for whatever reason, the obligation to compensate for damage is limited to a maximum of 15% of the order price (excluding VAT), with an absolute maximum of € 10,000 per year and € 25,000 in total. If the agreement consists of parts or partial deliveries, this obligation is limited to a maximum of 15% (excluding VAT), with an absolute maximum of € 10,000 per year and € 25,000 in total, of the order price of the part or partial delivery in connection with which the contractor’s liability has arisen. If it concerns continuing performance contracts, the obligation to compensate for damage is limited to a maximum of 15% (excluding VAT), with an absolute maximum of € 10,000 per year and € 25,000 in total, of the contract price owed over the last twelve months prior to the damage causing event. In so far as the contractor's liability relates specifically to the storage of goods, the liability is limited to direct damage or loss and to a maximum amount of € 25,000 per calendar year. These amounts will be reduced by any costs incurred by the contractor in performing the warranty obligations outlined in these terms.
12.4. The following do not qualify for compensation:
a. consequential damage. Consequential damage includes, but is not limited to: business interruption loss, loss of production, loss of profit, missed savings and subsidies, tax disadvantages, costs incurred in vain, internal costs of the client, reduced goodwill and damage to reputation, penalties, damage resulting from liability of the client towards third parties, loss in connection with damage, destruction or loss of data or documents, transport costs and travel and accommodation expenses, storage costs, costs for replacement equipment and labour and costs in connection with recall actions;
b. damage to goods caused by or during the performance of the work to goods that are being worked on or to goods that are located in the vicinity of the place where the work is being carried out (opzichtschade);
c. damage to or caused by or with equipment provided to the contractor;
d. damage as a result of intent or wilful recklessness by the contractor’s auxiliary staff or non-managerial subordinates;
e. damage to material supplied by or on behalf of the client, including as a result of improperly executed processing, assembly, mounting or installation;
f. resulting from incorrect or incomplete information provided by the client. The client may insure itself against these types of damage if possible.
12.5. The client indemnifies the contractor against all claims from third parties resulting from contamination or a defect in a product supplied by the client to a third party and of which the products or materials supplied by the contractor form part. The client must compensate for all damage suffered by the contractor in this regard, including the full costs of legal defence.
12.6. Any liability of the contractor expires one year after the performance is rendered.
Article 13: Guarantee and other claims
13.1. Unless otherwise agreed in writing, the contractor guarantees the proper execution of the agreed performance for a period of six months after delivery or completion, as detailed in the following paragraphs.
13.2. If the parties have agreed to deviating guarantee conditions, the provisions of this article will remain in full force, unless and in so far as this is in conflict with those deviating guarantee conditions.
13.3. The client must lend all cooperation free of charge to the investigation by or on behalf of the contractor of a complaint by the client about the performance carried out, failing which all rights of the client in connection with that complaint shall lapse.
13.4. If the contractor has rejected a complaint about the performed service on good grounds, the client must reimburse all costs reasonably incurred in connection with investigating the complaint.
13.5. If the agreed performance has not been properly executed, the contractor will choose whether to perform it properly, replace the delivered item in whole or in part, or credit the client for a reasonable part of the order amount.
13.6. If the contractor chooses to properly perform the service or to replace the delivered item in whole or in part, the client will in all cases offer the contractor the opportunity to do so. The contractor determines the method and time of execution. If the agreed performance (also) included the processing of material provided by the client, the client must supply new material at its own expense and risk.
13.7. Items to be repaired or replaced by the contractor must be sent to the contractor by the client. Transport, shipping, disassembly and assembly are at the expense and risk of the client. In addition, travel, accommodation and travel hours are for the account of the client. The contractor is authorised to require security or advance payment for these costs.
13.8. The contractor is not required to implement the guarantee until the client has fulfilled all its obligations.
13.9. a. The guarantee does not cover defects that are the result of:
• normal wear and tear;
• improper use;
• lack of maintenance, or incorrectly performed maintenance;
• installation, assembly, disassembly, change or repair by the client or by third parties;
• defects in or unsuitability of items, materials or tools originating from, or prescribed by, the client.
b. No guarantee is given for:
• items delivered that were not new at the time of delivery;
• inspecting, repairing and overhauling items;
• items under manufacturer’s warranty;
• items that were stored, installed or used carelessly.;
• items that are used for purposes other than those specified;
• inexpert treatment;
• items for which a guarantee has been granted to the client by third parties;
• failing to lodge a complaint in a timely manner as set forth in the inspection and complaints provisions.
13.10. The provisions of paragraphs 3 to 8 of this article apply by analogy to any of the client’s claims based on breach of contract, non-conformity or any other basis whatsoever.
Article 14: Obligation to complain
14.1. The client is required to check the delivered goods for visible defects immediately upon receipt and to report any such defects without delay.
14.2. In the event of a bulk delivery, the quantity of goods as stated on the packing slips or similar shipping documents will be deemed approved if no complaint regarding the quantity is made immediately after receipt.
14.3. The client may not invoke a defect in a delivered good if the goods in question have been tampered with, altered, or processed, in whole or in part, by the client or a third party.
14.4. Minor and/or industry-standard deviations—including but not limited to differences in quality, colour, or size—shall not be considered a defect and do not constitute grounds for a claim.
14.5. If the client fails to lodge a complaint in accordance with the procedures outlined in paragraphs 14.1, 14.2, and 14.4, the delivered goods will be deemed fully approved. In such cases, the client waives all rights and powers available to it under the law and/or this contract.
14.6. In any case, the client no longer has the right to invoke a defective performance if it has not complained to the contractor in writing within fourteen days after it discovered or should reasonably have discovered the defect.
14.7. The client must have submitted complaints about the invoice with the contractor in writing and within the payment term, subject to forfeiture of all rights. If the payment term is longer than thirty days, the client must have submitted its complaint in writing within thirty days of the invoice date at the latest.
14.8. The contractor does not accept return shipments that have not been reported in advance by the client in the manner prescribed by the contractor. At the contractor's request, the contractor will provide the return policy applicable at that time.
14.9. If a complaint has been properly submitted and the defect or deviation in the goods has been adequately demonstrated, the contractor shall, at its discretion, replace the goods free of charge against return of the defective or non-conforming goods or agree to a discount. Any further compensation for damages is excluded.
Article 15: Failure to take possession of goods
15.1. The client is obliged to take actual possession of the goods that are the subject of the agreement at the agreed location at the end of the delivery period.
15.2. The client must cooperate fully and free of charge to enable the contractor to deliver the goods.
15.3. Goods not taken into possession are stored at the client’s expense and risk.
15.4. In the event of a breach of the provisions of paragraph 1 or 2 of this article, the client shall, after the contractor has given notice of default, owe the contractor a penalty of € 250 per day for each breach, with a maximum of € 25,000. This penalty can be claimed in addition to damages by virtue of the law.
Article 16: Payment
16.1. Payment is made into an account to be designated by the contractor.
16.2. Unless otherwise agreed, payment is made within 30 days of the invoice date.
16.3. If the client fails to fulfil its payment obligation, it is obliged to comply with a request from the contractor for a settlement in kind instead of the agreed amount.
16.4. The client’s right to offset its claims against the contractor or to suspend the fulfilment of its obligations is excluded unless the contractor has been granted a suspension of payments or is bankrupt or the statutory debt adjustment scheme applies to the contractor.
16.5. Irrespective of whether the contractor has fully executed the agreed performance, everything that the client owes or will owe it under the agreement is immediately due and payable if:
a. a payment term has been exceeded;
b. the client fails to fulfil its obligations under article 15;
c. the client has not provided security upon first request under Article 17 of these terms and conditions;
d. the client has filed for bankruptcy or suspension of payments;
e. attachment is levied on goods or claims of the client;
f. the client (company) is dissolved or wound up;
g. the client (a natural person) files an application to be admitted to the statutory debt adjustment scheme, is placed under a guardianship order or has passed away.
16.6. In the event of late payment, the client shall owe interest on the amount payable to the contractor from the day following the day agreed as the final day for payment until and including the day on which the client makes payment. If the parties have not agreed on the final day of payment, the interest is due from 30 days after the sum has become due and payable. The interest is 12% per year but will be equal to the statutory interest if this is higher. For the interest calculation, a part of the month is considered to be a full month. At the end of each year, the amount on which the interest is calculated will be increased by the interest due for that year.
16.7. The contractor is entitled to offset its debts to the client against claims that companies affiliated to the contractor have against the client. In addition, the contractor is entitled to offset its claims to the client against debts that companies affiliated to the contractor have against the client. Furthermore, the contractor is entitled to offset its debts to the client against claims on companies affiliated with the client. Affiliated companies are all companies that belong to the same group within the meaning of Section 2:24b of the Dutch Civil Code and a participation within the meaning of Section 2:24c of the Dutch Civil Code.
16.8. In the event of late payments, the client owes the contractor all extrajudicial costs with a minimum of € 75. These costs are calculated on the principal amount based on the following table:
• 15% of the first € 3,000;
• 10% of the excess up to € 6,000;
• 8% of the excess up to € 15,000;
• 5% of the excess up to € 60,000;
• 3% of the excess from € 60,000 or more.
The extra judicial costs actually incurred are due if they are higher than the calculation given above.
16.9. If the contractor is the prevailing party in legal proceedings, all costs incurred in connection with such proceedings shall be borne by the client.
Article 17: Securities
17.1. The client is obliged to provide adequate security, at the contractor’s first request, at the contractor’s discretion, for all payments owed by the client to the contractor under the agreement. If the client fails to comply with this provision within the set time limit, it shall immediately be in default. In that case, the contractor has the right to terminate the agreement and to recover its loss from the client.
17.2. The contractor shall remain the owner of delivered goods until the client has fulfilled its obligations under any agreement with the contractor, including claims for damages, penalties, interest and costs.
17.3. If the client has fulfilled its obligations after the contractor has delivered the goods to it in accordance with the agreement, the retention of title with respect to these goods is revived if the client does not fulfil its obligations under an agreement entered into subsequently.
17.4. As long as the delivered goods are subject to retention of title, the client may not encumber or dispose of these goods other than in the course of its normal business operations. This provision has effect under property law.
17.5. After the contractor has invoked its retention of title, it may recover the delivered goods. The client will cooperate fully with this.
17.6. In the event of a breach of the provisions of paragraph 5 of this article, the client shall, after the contractor has issued notice of default, owe the contractor a penalty of € 250 per day for each breach, with a maximum of € 25,000. This penalty can be claimed in addition to damages by virtue of the law.
17.7. The contractor has a right of pledge and a right of retention on all goods that it has or may receive from the client on any grounds whatsoever and for all claims that it has or might have against the client.
Article 18: Intellectual Property Rights
18.1. The contractor shall be regarded as creator, designer, deviser or inventor, respectively, of the works, models, signs or inventions created under the agreement. The contractor has the exclusive right to apply for a patent, trademark or model.
18.2. The contractor will not transfer any intellectual property rights to the client in the performance of the agreement.
18.3. If the performance to be delivered by the contractor (also) includes providing computer software, the source code will not be handed over to the client. The client will only acquire a non-exclusive, worldwide and perpetual licence for use for the computer software solely for the purpose of the normal use and proper functioning of the item.
18.4. The client is not permitted to transfer the licence or to issue a sublicence. This provision has effect under property law. Only in the event of resale of the item in connection with which the contractor has supplied the computer software shall the licence pass to the acquirer of the item under the same conditions and restrictions as set out in this article, provided that the purchaser of the item has accepted these conditions in writing.
18.5. The client indemnifies the contractor against any third party claims related to an infringement of intellectual property rights.
18.6. If a competent court irrevocably establishes in legal proceedings against the contractor that a performance provided infringes an intellectual property right of a third party, the contractor will, at its own discretion:
• Replace the good in question with a non-infringing alternative;
• Obtain a right of use for the client in that respect; or
• Refund the price paid for the good to the client, less a reasonable amount for depreciation.
18.7. If a good is to be replaced or refunded, the contractor shall have the right to take back the originally delivered good.
18.8. With respect to any infringement of third-party rights, the contractor bears no obligation or liability other than the specific obligations to replace, acquire user rights, or refund as referred to in paragraph 18.5.
18.9. If an order is carried out based on designs, drawings, specifications, or instructions issued by or on behalf of the contractor, the client shall fully indemnify the contractor against all claims and subsequent consequences (including legal costs) related to alleged infringements of the intellectual property rights of third parties.
Article 19: Transfer of rights or obligations
19.1. The client may not transfer or pledge any rights or obligations pursuant to any article in these general terms and conditions or the underlying agreement(s), unless it has the prior written consent of the contractor. This provision has effect under property law.
Article 20: Termination or cancellation of the agreement
20.1. The client is not entitled to terminate or cancel the agreement in whole or in part, save for the circumstances expressly provided for in article 1.12 of these general sales conditions.
20.2. In addition to statutory grounds for termination and dissolution, each party has the right to terminate the contract in writing, in whole or in part, with immediate effect if the other party applies for suspension of payments, is declared bankrupt, submits an application for statutory debt restructuring or debt assistance, or if the Dutch Debt Restructuring (Natural Persons) Act becomes applicable or ceases its business activities.
20.3. Goods delivered by the contractor that have not yet been fully paid for remain the property of the contractor. Such goods must be paid for in full by the client immediately and without reservation upon termination, or returned if the client is unable to meet the payment.
20.4. Once termination or dissolution takes effect, the contractor is entitled to charge the full contract price, less any costs saved and the value of any returned goods. If no total price was agreed upon, the contractor is entitled to charge the value of the performance rendered to date, plus any costs resulting from the termination. In the event of dissolution, this provision does not affect either party’s right to claim damages from the other.
Article 21: Applicable law and competent court
21.1. Dutch law applies. The Vienna Sales Convention (C.I.S.G.) or any other international regulation, the exclusion of which is permitted, shall not apply and is expressly excluded.
21.2. The Dutch civil court with jurisdiction in the place of establishment of the contractor shall have exclusive jurisdiction over disputes arising from or related to the agreement. The English version will prevail in the explanation and interpretation of this text.
Article 22: Miscellaneous
22.1. These general sales conditions have been filed with the Chamber of Commerce in Eindhoven and are also published on our website. All previously filed general terms and conditions are hereby superseded.
22.2. The most recently filed version shall always apply, or, as the case may be, the version in force at the time the agreement was concluded.
22.3. The contractor and client are independent contractors. Nothing in an agreement shall be deemed to create a partnership, joint venture, employment relationship, or agency of any kind between the contractor and client.
22.4. No amendment or modification of an agreement shall have any effect unless made in writing and signed by a duly authorized representative of each party.
