SUPPLY TERMS AND CONDITIONS
of private limited company Gildewerk B.V.
Article 1: Definitions
- Customer: the other party that concludes or negotiates a Contract with private limited company Gildewerk B.V., legally registered in Haarlem with headquarters at 41 A. Hofmanweg, 2031BH Haarlem, hereinafter referred to as Gildewerk, as well as the other party that requests and receives a quotation from Gildewerk.
- Contract: the binding Contract between Gildewerk and the Customer, in whatever form, as well as its amendment(s) and supplement(s) and any (subsequent) order placed on the basis of the Contract.
Article 2: Applicability
- These terms and conditions apply to all estimates and quotations from Gildewerk, as well as to all Contracts concluded by Gildewerk and the resulting activities, including the supply of goods and services, with the terms and conditions of the Customer excluded.
- The establishment of a Contract, as stipulated in article 4 of these terms and conditions, implies that the Customer accepts these terms and conditions.
- Departures from these terms and conditions must explicitly be agreed in writing. Departures will only affect the relevant estimates and Contracts to which they apply.
- Gildewerk not requiring continuous strict observance of these terms and conditions does not mean that these terms and conditions do not apply and/or that Gildewerk relinquishes the right to require strict observance of these terms and conditions in future cases, whether similar or not.
- If the Customer is a natural person not trading in a professional or commercial capacity, the articles in these terms and conditions, or parts thereof, that unreasonably impair the Customer because they appear on the lists stipulated in articles 6:236 and/or 6:237 of the BW (Civil Code) or are in conflict with statutory consumer rights, will not apply. In such a case, the remaining conditions will remain applicable in full.
- The annulment and/or invalidity of any provision in these terms and conditions will not affect the applicability of the remaining provisions in these terms and conditions. The inconsistent, non-statutory provision will be deemed replaced by a provision as similar as possible to the intention and scope of the original provision.
Article 3: Estimates and quotations
- All estimates and quotations from Gildewerk will remain free of obligation, unless explicitly specified otherwise in writing, or if they contain an acceptance period.
- If an estimate or quotation contains an obligation-free offer and is accepted by the Customer, Gildewerk has the right to retract the offer within 5 (five) days following receipt of acceptance. Estimates and quotations from Gildewerk can only be accepted by the Customer without any departures.
- Verbal estimates and quotations can never be considered binding unless subsequently confirmed in writing by Gildewerk, whether by invoice or not.
- All varieties, sizes, dimensions, quantities, weights, rates and prices are issued by Gildewerk with the utmost care. However, there can be no guarantee by or on behalf of Gildewerk that no deviations can or will occur. If such deviations do unexpectedly occur, Gildewerk can in no case be held liable.
Article 4: Contracts
- A Contract will only be established if confirmed and accepted by Gildewerk, or if Gildewerk has explicitly started fulfilling the Contract.
- If the Customer refers to multiple (legal) persons, these persons will all severally be liable for fulfilment of the Contract. If the Contract is concluded by a third party on behalf of the Customer, this third party will guarantee that the Customer has accepted these terms and conditions. If the Customer defaults, the third party will be held liable as if it is the Customer.
- Gildewerk is entitled to engage third parties for fulfilment of the Contract.
- The Customer may not transfer rights or obligations forthcoming from the Contract to third parties without explicit written permission from Gildewerk.
- Gildewerk is entitled to refuse – in full or in part – requests for fulfilment of a Contract for reasons if its own, or to suspend fulfilment of a current Contract. This entitlement can be invoked due to – amongst others – the content, nature, scope or form of such requests, as well as due to technical difficulties, (advance) payment refusal or requests in conflict with the interests of Gildewerk or third parties, including other Customers.
- The Customer cannot invoke a Contract if, before or during fulfilment of the Contract, it emerges that type-, size-, dimension-, weight-, dosage- and quantity specifications supplied by the Customer are incorrect or incomplete. In such a case, Gildewerk reserves the right to not fulfil – or cease fulfilment of – a contract. If this occurs, Gildewerk can never be held liable for compensation of losses suffered by the Customer. This without diminishing the right of Gildewerk to claim compensation from the Customer or to proceed with fulfilment of the contract at a price higher than agreed, payment of which the Customer will be liable for.
Article 5: Content, amendment and cancellation of the Contract
- The Customer will carry the risk of misunderstandings related to the content and fulfilment of the Contract if these are the result of Gildewerk not receiving specifications or receiving incorrect, late or incomplete specifications or other communications verbally or from a person appointed by the Customer, or if these are conveyed by any technical means such as telephone, facsimile, email and other similar transmission media.
- The Customer cannot derive any rights from recommendations and information received from Gildewerk if these are not directly relevant to the Contract.
- Full or partial amendment of the Contract by the Customer will only be possible if Gildewerk consents in writing. If full or partial amendment of the Contract results in additional expenses, Gildewerk will be entitled to claim compensation from the Customer to the extent that all additional expenses are – in any case – charged to the Customer. The Customer will also be fully liable to third parties for consequences arising from amendments to the Contract and will indemnify Gildewerk in such cases.
- The Customer is not entitled to cancellation of the Contract in full or in part without explicit written consent from Gildewerk.
- Gildewerk can make the written consent stipulated in section 4 subject to an entitlement to claim compensation from the Customer. Such compensation can include losses suffered and lost profit, and – in any case – includes preparation costs incurred by Gildewerk related to e.g. products purchased, production capacity reserved, materials bought, services enlisted and storage arranged. In case of full or partial cancellation by the Customer, the Customer will also be fully liable to third parties for consequences arising from cancellation and will indemnify Gildewerk in such cases.
- If, during fulfilment of the Contract, Gildewerk deems it necessary to modify and/or supplement the impending activities for the purpose of appropriate fulfilment, Gildewerk will inform the Customer, after which the Contract will be amended, either in full or in part. Gildewerk can never be held liable for payment of compensation for losses suffered by the Customer as a result of such amendments.
Article 6: Prices and price changes
- All prices set by Gildewerk are in Euro (€) and exclude sales tax and other government-imposed levies and surcharges, unless explicitly specified otherwise in writing.
- The price set by Gildewerk for its forthcoming activities apply exclusively to activities in line with the agreed specifications.
- Gildewerk is entitled to separately bill the Customer for additional costs not explicitly included in the Contract, if incurring of these costs is necessary for fulfilment of the Contract. In such a case, the Customer will be informed in writing at the earliest possible opportunity.
- Gildewerk can furthermore increase the agreed prices and rates in case of – amongst others – interim increases and/or surcharges imposed on goods, materials, semi-manufactured products or services necessary for fulfilment of the Contract, rises in shipping costs, wages or social contributions, depreciation of the agreed currency and any government measures that increase prices, resulting in higher cost prices. In such a case, the Customer will be informed in writing at the earliest possible opportunity.
- If, following establishment of the Contract, the price for fulfilment of the Contract undergoes an increase before Gildewerk has fully fulfilled its obligations forthcoming from the Contract, Gildewerk can adjust and change its prices accordingly, if and insofar as 3 (three) months have passed since establishment of the Contract.
Article 7: Payment
- Payments due to Gildewerk from the Customer within the context of the contract will take place in advance, unless otherwise agreed (in writing). Payment will be in Euro (€).
- If, in departing from section 1, the parties agree on a term of payment, this term of payment will always have a deadline. If no term of payment has been agreed, payment must be made within 14 (fourteen) days of date of invoice, the deadline for payment.
- The customer cannot invoke any rights to discounts, suspensions or deductions. The Customer will only be entitled to compensation if Gildewerk has acknowledged the Customer’s claim in writing.
- If supply in batches has been agreed upon, Gildewerk can – once the first batch has been delivered – demand payment for all remaining batches in addition to payment for the delivered batch.
- At all times and regardless of the agreed payment conditions, the Customer must – upon first request of Gildewerk – provide surety for payment of the amounts due to Gildewerk as stipulated by the Contract. The provided surety must be of such a nature that the amount due is fully covered, along with possible interest and charges, and that Gildewerk has unrestricted access to it. Surety that becomes insufficient at a later stage must, upon first request of Gildewerk, be topped up until it is sufficient. The Customer must furthermore, at all times and regardless of the agreed payment conditions, pay a deposit on the amounts due to Gildewerk as stipulated by the Contract. This particularly applies to possible purchase-, development-, manufacture-, packaging- and shipping costs (in the broadest sense possible of these terms) related to fulfilment of the Contract. In case of non-compliance, the Customer will be in default without written notice required from Gildewerk. Gildewerk will then, without diminishing its legal rights and rights forthcoming from these terms and conditions, be entitled to – amongst others – suspension of fulfilment of the Contract until the Customer has remedied this default.
- Payments will, regardless of designation, firstly cover incurred interest and costs and will subsequently cover unpaid invoice with the earliest date.
- If the payment deadline is exceeded, the Customer will legally be in default and contractual (compound) interest amounting to 1.5% per month on the amount due will be payable, with every commenced month counting as a full month. This does not diminish the rights that Gildewerk can apply with respect to non-payment or late payment by the Customer.
- If a default situation occurs as described in section 7 of this article, Gildewerk will have the right and the authority to immediately suspend and halt fulfilment of the Contract until the Customer has met its outstanding payment obligations in full.
- If Gildewerk is obliged to outsource its claim, all related legal or extrajudicial costs will be for the account of the Customer, not counting further entitlement to compensation. Extrajudicial costs are fixed at 15% of the amount due, while a minimum amount of € 750.00 (seven hundred and fifty Euro) applies. In this case, the amount due implies the total unpaid invoice amounts plus the (contractual) interest due.
Article 8: Supply times
- Supply times specified by Gildewerk are estimates only and can therefore never be considered a deadline.
- The supply time will only commence once all commercial and technical details have been agreed upon by the parties, once all necessary specifications have been received by Gildewerk, once the agreed (instalment) payments have been received and – furthermore – once all other conditions for fulfilment of the Contract have been met.
- In case of circumstances other than those familiar to Gildewerk when it determined the supply time, Gildewerk will have the right and authority to extend the specified supply time by the amount of time necessary to fulfil the Contract under these circumstances.
- If Gildewerk has suspended fulfilment of the Contract, the specified supply time will be extended by an amount of time equal to the duration of the suspension.
- Simply exceeding the supply time will not result in default on the part of Gildewerk, not even if a supply deadline has been agreed in writing.
- In case of an exceeded supply time, the Customer must first give Gildewerk notice in writing, after which Gildewerk must receive a reasonable period of time for fulfilment, a period that can never be less than 14 (fourteen) days. Within this period, Gildewerk can never be in default and be held liable for compensation.
Article 9: Fulfilment of the Contract
- Gildewerk can fulfil the Contract as it chooses, unless the parties have explicitly agreed otherwise in writing. All contracts are fulfilled by Gildewerk in an order of its choice.
- Gildewerk is not obliged to deliver in batches, but it can fulfil the Contract in instalments. In such a case, every delivery must be considered an individual transaction.
- During fulfilment of the Contract by Gildewerk, the Customer must furthermore do whatever is reasonably necessary or preferable to facilitate timely delivery by Gildewerk.
- If the Customer does not meet its obligations towards Gildewerk forthcoming from the Contract, Gildewerk will have the right and authority to immediately suspend and halt fulfilment of the Contract, or annul, cancel or amend the Contract in full or in part. Gildewerk can never be held liable for any compensation of losses suffered by the Customer as a result of such suspension, annulment, cancellation or amendment. However, the Customer will be held liable for compensation of all losses suffered as a result of delays caused by suspension. The Customer will likewise be held liable for compensation to third parties and will indemnify Gildewerk in such cases.
Article 10: Carriage, storage and risk
- Gildewerk will at all times determine the method of carriage, shipment, packaging, etc. of its goods.
- Delivery of the goods to be supplied by Gildewerk will be to the address specified by the Customer. This address must be located along a road suitable for the vehicle, which will allow it to safely arrive and depart. The Customer is obliged to take in the goods to be supplied by Gildewerk.
- Acceptance of the goods delivered to the Customer by Gildewerk will serve as proof that the goods are in good external order, at which time the risk for the goods will transfer to the Customer.
- Gildewerk will not be responsible for storage of the goods to be supplied unless otherwise agreed in writing. If, for whatever reason, storage becomes necessary, e.g. if the Customer does not or cannot take delivery of the goods, this will at all times be at the risk of the Customer. In such a case, Gildewerk will not be held liable for damage, depreciation or perishing of the goods during storage or related carriage. Gildewerk will furthermore at all times have the right to invoke its authority as described in article 6:90 of the BW (Civil Code).
Article 11: Retention of property and lien
- Gildewerk will remain the owner of all its supplied goods for as long as the Customer has not fulfilled all its obligations as stipulated by the Contract, particularly its payment obligations, therefore including interest and costs.
- Gildewerk at all times has the right to reclaim – or order the reclamation of – its supplied goods. The Customer will therefore authorise Gildewerk or its nominated third party to access the business premises or other buildings where the delivered goods are stored and/or held and to do – or refrain from doing – whatever is in the interest of recovery of the delivered goods, with all the aforementioned subject to a penalty of € 10,000 (ten thousand Euro) for every day that the Customer defaults, payable immediately and without prior notice.
- The goods supplied by Gildewerk may only be sold on by the Customer within the context of normal commercial operations.
- The Customer may not derive any rights from goods covered by retention of property as stipulated in this article, so it may not pledge the goods or encumber them with any other rights. The Customer is furthermore obliged and liable to immediately inform Gildewerk in writing if third parties wish to claim rights to goods covered by retention of property as stipulated in this article.
- The Customer must, upon first request by Gildewerk:
- arrange (or order arrangement of) ongoing insurance of the goods covered by retention of property as stipulated in this article against fire-, explosion- and water damage, as well as against theft and loss. It must also furnish the insurance policy/policies in question to Gildewerk for inspection;
- pledge to Gildewerk all claims submitted by the Customer to insurers in relation to the goods supplied by Gildewerk and covered by retention of property as stipulated in this article, as prescribed in article 3:239 of the BW (Civil Code);
- pledge to Gildewerk receivables owed to the Customer by its customers as a result of the onward sale of the goods supplied by Gildewerk and covered by retention of property as stipulated in this article, as specified in article 3:239 of the BW (Civil Code);
- mark and specify as such the goods supplied by Gildewerk and covered by retention of property as stipulated in this article;
- cooperate in every other way with all reasonable measures that Gildewerk wishes to impose for the protection and guarantee of the property rights that apply to the supplied goods covered by retention of property,
with all the aforementioned subject to a penalty of € 10,000 (ten thousand Euro) for every day that the Customer defaults, payable immediately and without prior notice.
- If Gildewerk cannot invoke its retention of property rights because its supplied goods have become intermingled, transformed or accessioned, the Customer must pledge or credit to Gildewerk the goods in their new form, with all the aforementioned subject to a penalty of € 10,000 (ten thousand Euro) for every day that the Customer defaults, payable immediately and without prior notice.
Article 12: Complaints
- Gildewerk will endeavour to do whatever is necessary to ensure that its performance, particularly the supply of goods, meets all reasonable demands.
- Immediately after fulfilment of the Contract, the Customer must thoroughly inspect the delivered performance, including any delivered goods, for faults and defects. If these are present, Gildewerk must be informed in writing or by email immediately or within – at most – 7 (seven) working days following fulfilment and delivery.
- If, after 7 (seven) working days following fulfilment and delivery, the Customer has not informed Gildewerk about faults and defects that could or should have been noted during thorough inspection, the Customer will be deemed in agreement with the state in which the performance – including goods – has been delivered, and any right to object will lapse.
- The Customer must precisely specify any observed faults or defects and provide relevant proof, including – in any case – clear photographs.
- Gildewerk must immediately be given the opportunity to inspect faults and defects observed by the Customer. If the faults and defects observed by the Customer are justified in the opinion of Gildewerk, Gildewerk can choose between awarding fair compensation, taking into account what is stipulated in articles 13 and 14, or devising an appropriate solution in consultation with the Customer such as the free redress of the faults and defects, including the supply of replacement goods. In such a case, the Customer can never claim further replacement or additional compensation.
- Unless the Customer has taken into account the stipulations in this article, the performance delivered by Gildewerk will always be deemed good if the Customer has used, processed or treated the delivery or part of it, or has supplied it to third parties. Or if the Customer has ordered its use, processing, treatment or delivery to third parties.
- If the period of 7 (seven) days as stipulated in the second and third sections of this article is considered by a sensible and attentive Customer to be unacceptably short according to standards of reason and fairness, this period will be extended to no later than when inspection or notification to Gildewerk is reasonably possible for the Customer.
- Unless there are signs of intent or gross negligence, the Customer is not permitted to terminate the Contract, not fulfil its obligations in full or in part, suspend its obligations or defer its obligations if Gildewerk fails to fulfil its obligations.
Article 13: Liability and losses incurred
- Gildewerk will not be held liable for losses incurred by the Customer unless these are the direct result of an imputable failure or unlawful deed on the part of Gildewerk. In such a case, Gildewerk will only be liable insofar as such liability is covered by its insurance, with the maximum insurance pay-out applying as the upper limit.
- If Gildewerk’s insurer does not pay out for whatever reason, or if the loss is unexpectedly not covered by the insurance policy, liability in such a case will be limited to the invoice amount of the Contract in question. Gildewerk will not be obligated to compensate further losses or costs, regardless of description or nature, including operational losses (e.g. business stagnation and loss of profit), immaterial losses or other consequential losses suffered by the Customer.
- Gildewerk will furthermore not be held liable in case of force majeure as described in article 14 of these terms and conditions.
- The Customer will indemnify Gildewerk from all third-party liabilities stemming from product liability resulting from defects in products supplied by the Customer to third parties, which consist (in part) of products and/or materials supplied by Gildewerk.
- The limitations stipulated in this article do not apply if losses are the result of intent or gross negligence on the part of Gildewerk.
Article 14: Force majeure
- Circumstances beyond the control of Gildewerk that arise through no fault of its own, whether or not foreseeable at the time of establishment of the Contract, which are of such a nature that fulfilment of the Contract can no longer within reason be expected of Gildewerk, apply as force majeure – whether permanent or temporary – and release Gildewerk from its fulfilment obligation.
- Force majeure in all cases implies: war, unrest, pandemics, risk of war, terrorism, natural disasters, storm damage, fire, earthquakes, flooding, extreme weather, snow, snowfall, frost, frozen conditions, strikes, staff sit-ins, lockouts or lack of staff, lack of resources & means of carriage, maritime issues, traffic obstructions, import & export obstructions, machinery defects, theft of goods, IT failures, failure of internet connections & cable, telephone or other communication networks such as email, default by third parties involved by Gildewerk, supply failures by third parties, measures and/or obstructions in the broadest sense of the word related to the supply and/or distribution of goods, parts shortages, as well as all obstructions caused by government-imposed measures. Force majeure affecting Gildewerk’s suppliers, as well as delivery problems resulting from inaccessible addresses, are also covered by this force majeure stipulation.
- In case of force majeure, Gildewerk will be entitled to full or partial extrajudicial annulment of the Contract, without the Customer being entitled to compensation.
Article 15: Termination
- Barring other written agreements, a Contract between Gildewerk and the Customer can only be terminated by the Customer if the Contract has been concluded for an unspecified period and if Gildewerk has agreed to termination.
- If a Contract between Gildewerk and the Customer, according to which the Customer purchases goods and/or services for an uninterrupted period of one year or longer, has been established without any underlying written agreements, a written notice period of 3 (three) months will apply to both parties, increasing by 1 (one) month for every year that the collaboration continues, up to a maximum notice period of 6 (six) months in total.
- If the Customer fails in fulfilling its obligations as stipulated in the Contract, or if circumstances as specified in section 4 of this article arise, Gildewerk will be entitled to – at its discretion – immediate interim termination of the Contract through annulment or cancellation without further notice. In such a case, the Customer will not be entitled to any compensation and the Customer will be liable to compensate Gildewerk for all losses, interest and costs arising from the interim termination.
- Gildewerk can – amongst others – terminate the Contract in the interim at its discretion through annulment or cancellation if the Customer defaults on timely payment or does not meet other obligations stipulated in the Contract (including these terms and conditions), or if one of the following circumstances arises:
- one or more assets belonging to the Customer are attached or seized by court order;
- the Customer files for bankruptcy;
- the Customer is declared bankrupt;
- the Customer is granted or applies for suspension of payment, whether provisional or not;
- the Customer passes away or is placed under receivership and/or administration;
- the Customer’s business ceases to trade and/or disbands and/or becomes liquidated and/or gets transferred to a third party;
- Gildewerk is declared bankrupt;
- the Customer acts or neglects to act in such a way that the good name of Gildewerk or that of third parties, including other Customers and/or suppliers of Gildewerk is brought/will be brought into serious disrepute;
- the Customer lacks the permit, registration or permission necessary for the delivery, possession, storage or onward sale of the goods/services to be supplied by Gildewerk, or if the Customer otherwise no longer complies with the rules and regulations set by or under the law;
- the Customer reports payment arrears.
- Termination of the Contract, regardless of reason or cause, means that all payments owed by the Customer to Gildewerk will be payable immediately.
- If, at the time of termination, Gildewerk has already acted towards fulfilment of the Contract, these actions and the associated payment obligations will not be subject to undoing.
Article 16: Intellectual property rights
- The Customer acknowledges the fact that Gildewerk is the proprietor and exclusive licensor of all intellectual property rights, including patents, copyrights, designs, models, domain names, brands, trade names, knowhow and all other commercial rights, trade secrets and documents, etc. related to the goods and services supplied by Gildewerk. There will therefore be no transfer by any means of any intellectual property rights whatsoever to the Customer, unless explicitly agreed otherwise in writing. The aforementioned also applies to goods that have been specially designed and/or developed on behalf of the Customer.
- Unless it has explicit written permission from Gildewerk, the Customer is not permitted to use Gildewerk’s intellectual property rights for purposes other than the onward sale of the supplied goods. Under no circumstances may the Customer amend, delete and/or change Gildewerk’s intellectual property rights. Insofar as Gildewerk grants the Customer permission to use its intellectual property rights, the Customer must at all times ensure that no harm is brought to the distinguishing properties, the reputation, the validity and/or the goodwill of these intellectual property rights belonging to Gildewerk. The Customer is furthermore not permitted to register brands that are identical or equivalent to Gildewerk’s brands, which may result in confusion amongst clientele or could mislead clientele.
- Unless it has explicit written permission from Gildewerk, the Customer is not permitted to make changes to the goods supplied to it by Gildewerk for onward sale, including any manuals, packaging and labelling. In line with this, the Customer is not permitted to sell, hire and/or otherwise commercially exploit the goods supplied by Gildewerk under a name other than Gildewerk. When conveying information to its (potential) customers, the Customer will only use product information issued by Gildewerk to the Customer. The Customer will ensure that it does not convey incorrect or misleading information about the goods to third parties.
- If observed, the Customer will immediately inform Gildewerk in writing about any violations or possible violations of Gildewerk’s intellectual property rights. The decision to take legal action against such violations at all times rests with Gildewerk.
- In case of violation of this article, the Customer will forfeit a penalty of € 10,000 (ten thousand Euro), payable immediately, as well as a penalty of €1,000 (one thousand Euro) for every day or part thereof that the violation persists. This without diminishing its obligation to fully compensate Gildewerk for losses suffered if such losses amount to more than the aforementioned penalties.
Article 17: Promotional material
- Promotional material supplied to the Customer by Gildewerk, including but not limited to displays, stands, brochures, specimens, samples, demonstration models, etc., may only be used by the Customer for the purpose of the (onward) sale and promotion of the goods and/or services supplied by Gildewerk. The aforementioned promotional material will remain the property of Gildewerk. If the Customer halts the purchase of goods and/or services from Gildewerk, Gildewerk will have the right to recover the promotional material from the Customer. In such a case, the Customer will commit to the immediate return of the promotional material. Gildewerk is furthermore entitled to the recovery of promotional material if the Customer is declared bankrupt, does not fulfil its payment obligations, has undergone debt restructuring and/or if moveable and/or immovable assets belonging to the Customer have been seized. In the aforementioned cases, the Customer will be obligated to return the supplied promotional material to Gildewerk.
- The Customer will, in advance, pledge full cooperation with Gildewerk when it comes to repair of the promotional material.
Article 18: Confidentiality
- The Customer will commit to doing all in its power to prevent confidential information belonging to and concerning Gildewerk from falling into the hands of third parties. This will not apply if a legal disclosure obligation exists and/or if the Customer can demonstrate that certain information is already in the public domain without violating this duty of confidentiality.
- The Customer will ensure that a duty of confidentiality equal to that stipulated in section 1 is enforced among its employees or involved third parties that have access to the information specified in section 1.
- In case of violation of this article, the Customer will forfeit a penalty of € 10,000 (ten thousand Euro), payable immediately and without notice, for every violation, as well as a penalty of € 1,000 (one thousand Euro) for every day or part thereof that the violation persists. This without diminishing the obligation of the Customer to pay full compensation to Gildewerk in this matter if the compensation amount exceeds the aforementioned penalty amounts.
Article 19: Applicable law and competent court
- The Law of the Netherlands solely applies to Contracts covered by these terms and conditions, and to subsequent Contracts forthcoming from these terms and conditions.
- All disputes – that may arise from the Contracts to which these terms and conditions apply, or from subsequent Contracts possibly forthcoming from the former, including their fulfilment – will be presided over by the Rechtbank Noord-Holland (North Holland District Court), located in Haarlem, the Netherlands.
Article 20: Amendment and interpretation of terms and conditions
- These terms and conditions may be amended and adjusted. Any possible future amendments and adjustments will also apply to contracts established prior to the date of amendment and adjustment, unless agreed otherwise in writing.
- Amendments and adjustments will take effect 21 days following announcement, unless otherwise stipulated at the time of announcement.