Terms and conditions

These terms and conditions apply to every offer, quotation and agreement between Ferbine, hereinafter referred to as “Contractor”, and a Client to which Contractor has declared these terms and conditions applicable, insofar as these terms and conditions have not been departed from expressly and in writing by the parties.

“these terms and conditions also apply to acts of third parties engaged by the Contractor in the context of the/an assignment”. Contractor. These general terms and conditions are also written for the employees of the Contractor and its management.

The applicability of any purchase or other conditions of Principal is explicitly rejected.

If one or more provisions of these general terms and conditions should at any time be wholly or partially void or nullified, the other provisions of these general terms and conditions shall remain fully applicable. The Contractor and the Principal will then consult to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and meaning of the original provisions.

If a situation arises between the parties which is not regulated in these general terms and conditions, this situation should be assessed in the spirit of these general terms and conditions.

If Contractor does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Contractor would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2 Quotations, offers

All quotations and offers of Contractor are without obligation, unless the quotation stipulates an acceptance period. If no acceptance period is stipulated, the offer always lapses after 30 days.

Contractor cannot be held to its quotations or offers if Principal can reasonably understand that the quotations or offers, or part thereof, contain an obvious mistake or slip of the pen.

The prices stated in an offer or quotation are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise stated.

If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, the Contractor shall not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Octrooibureau Novopatent indicates otherwise.

A compound quotation does not oblige Octrooibureau Novopatent to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract duration, execution periods, transfer of risk, execution and amendment of the Agreement, price increase

The agreement between the Contractor and the Principal is entered into for a definite period, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.

If a deadline has been agreed or specified for the performance of certain work or for the delivery of certain goods, this is never a strict deadline. If a deadline is exceeded, the Principal must therefore give the Contractor written notice of default. Octrooibureau Novopatent must be given a reasonable period in which to perform the Agreement.

Octrooibureau Novopatent shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of knowledge known at that time.

The Contractor is entitled to have certain work performed by third parties. The applicability of Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is explicitly excluded.

If work is performed by the Contractor or third parties engaged by the Contractor in the context of the assignment at the Client’s location or a location designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.

Contractor is entitled to execute the Agreement in different phases and to invoice the part thus executed separately.

If the Agreement is performed in phases, Provider can suspend the performance of those parts which belong to a subsequent phase until the Principal has approved the results of the preceding phase in writing.

The Principal shall ensure that all data, which the Contractor indicates to be necessary or which the Principal should reasonably understand to be necessary for the execution of the agreement, shall be provided to the Contractor in good time. If the data required for the execution of the agreement are not provided to the Contractor in time, the Contractor shall be entitled to suspend the execution of the agreement and / or to charge the Principal the additional costs resulting from the delay in accordance with the then customary rates. The execution period shall not commence until after the Principal has made the information available to the Contractor. Octrooibureau Novopatent shall not be liable for losses, of whatever nature, due to Octrooibureau Novopatent having relied on incorrect and/or incomplete information provided by the Principal.

If, during the execution of the agreement, it appears that for a proper execution of the agreement it is necessary to amend or supplement it, the parties will timely and in mutual consultation adapt the agreement. If the nature, scope or content of the agreement is changed, whether or not at the request or indication of the Client, of the competent authorities et cetera, and the agreement is thereby changed in qualitative and/or quantitative respect, this may have consequences for what was originally agreed. As a result, the amount originally agreed upon may also be increased or decreased. To the extent possible, the Contractor will provide a price quotation in advance. An amendment of the agreement may furthermore change the originally given term of execution. The Principal accepts the possibility of amending the agreement, including the change in price and term of execution.

If the agreement is amended, including an addition, Octrooibureau Novopatent shall be entitled to perform the agreement only after the person authorised within Octrooibureau Novopatent has given his approval for it and the Principal has agreed to the price and other conditions specified for the performance, including the time to be determined for the performance thereof. Failure to perform or not immediately perform the amended agreement does not constitute a breach of contract on the part of Octrooibureau Novopatent and is no ground for the Client to terminate or cancel the agreement.

Without being in default, Octrooibureau Novopatent may refuse a request to amend the agreement if this could have qualitative and / or quantitative consequences, for example, for the work to be performed or goods to be delivered in that context.

If the Principal should default in the proper fulfilment of what he is obliged to do towards Octrooibureau Novopatent, the Principal shall be liable for all losses on the part of Octrooibureau Novopatent caused directly or indirectly as a result.

If the Contractor agrees with the Principal on a fixed fee or fixed price, the Contractor is nevertheless entitled to increase this fee or fixed price at any time, without the Principal in that case being entitled to dissolve the Agreement for that reason, if the price increase results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages et cetera or on other grounds that were not reasonably foreseeable at the time the Agreement was concluded.

If the price increase other than as a result of an amendment to the agreement exceeds 10% and takes place within three months of the conclusion of the agreement, only the Principal who is entitled to invoke Title 5, Part 3, Book 6 of the Dutch Civil Code shall be entitled to dissolve the agreement by means of a written statement, unless the Contractor is then still willing to perform the agreement based on the originally agreed amount;

if the price increase results from a power or an obligation of Contractor under the law;

if it is stipulated that the delivery will take place more than three months after the conclusion of the agreement;

or, in case of delivery of an item, if it has been stipulated that the delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and early termination of the Agreement

Provider is authorised to suspend the fulfilment of the obligations or to dissolve the agreement, if the Principal does not fulfil the obligations under the agreement, does not fulfil them in full or in time, after the conclusion of the agreement Provider learns of circumstances that give good reason to fear that the Principal will not fulfil the obligations if, when the Agreement was concluded, the Principal was requested to provide security for the fulfilment of his obligations under the Agreement and this security is not provided or is insufficient or if, due to a delay on the part of the Principal, the Contractor can no longer be required to fulfil the Agreement under the originally agreed conditions.

Furthermore, the Contractor is authorised to dissolve the Agreement if circumstances arise which are of such a nature that fulfilment of the Agreement is impossible or if other circumstances arise which are of such a nature that the Contractor cannot reasonably be required to maintain the Agreement unamended.

If the agreement is dissolved, Contractor’s claims against Principal are immediately due and payable. If Provider suspends the fulfilment of the obligations, he retains his claims under the law and the agreement.

If Octrooibureau Novopatent proceeds to suspension or dissolution, it shall in no way be obliged to compensate for damage and costs incurred in any way as a result.

If the dissolution is attributable to the Principal, Octrooibureau Novopatent shall be entitled to compensation for the damage, including costs, incurred directly and indirectly as a result.

If the Principal fails to fulfil his obligations arising from the agreement and this failure to fulfil his obligations justifies dissolution, Octrooibureau Novopatent shall be entitled to dissolve the agreement forthwith and with immediate effect without any obligation on his part to pay any compensation or indemnification, while the Principal shall be obliged to pay compensation or indemnification on account of default.

If the agreement is terminated prematurely by Octrooibureau Novopatent, Octrooibureau Novopatent shall, in consultation with the Client, arrange for the transfer of work yet to be performed to third parties. This unless the termination is attributable to the Principal. If the transfer of the work involves extra costs for Octrooibureau Novopatent, these will be charged to the Principal. The Principal shall be obliged to pay these costs within the term stated for this purpose, unless Contractor indicates otherwise.

In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment has not been lifted within three months – at the Client’s expense, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contractor will be free to terminate the Agreement forthwith and with immediate effect or to cancel the order or Agreement, without any obligation on its part to pay any compensation or indemnification.

In that case, Contractor’s claims against Principal are immediately due and payable.

If the Principal cancels a placed order in full or in part, the work performed and the items ordered or prepared for it, plus any supply and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Principal.

Article 5 Force majeure

The Contractor shall not be obliged to fulfil any obligation towards the Principal if he is prevented from doing so as a result of a circumstance that is not attributable to fault and for which he cannot be held accountable by virtue of the law, a legal act or generally accepted practice.

In these general terms and conditions, force majeure means, in addition to what is understood in this respect by law and case law, all external causes, foreseen or unforeseen, over which Octrooibureau Novopatent cannot exercise any control, but which prevent Octrooibureau Novopatent from fulfilling its obligations. This includes strikes at the company of Octrooibureau Novopatent or third parties. The Contractor shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the Agreement occurs after the Contractor should have fulfilled its obligation.

Contractor may suspend the obligations under the agreement during the period of force majeure. If this period lasts longer than [object Object Object], each of the parties is entitled to dissolve the agreement, without any obligation to compensate the other party for damages.

To the extent Contractor has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, Contractor is entitled to separately invoice the part already fulfilled or to be fulfilled respectively. The Principal shall be obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

Payment must always be made within [object Object] of the invoice date, in a manner to be indicated by Octrooibureau Novopatent and in the currency invoiced, unless Octrooibureau Novopatent indicates otherwise in writing.

Provider is entitled to invoice periodically.

If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe statutory interest. The interest on the amount due will be calculated from the moment the Principal is in default until the moment the full amount due is paid.

Octrooibureau Novopatent shall be entitled to have the payments made by the Principal go first of all to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest. The Contractor may, without thereby being in default, refuse an offer of payment if the Principal designates a different order for the allocation of payment. Octrooibureau Novopatent may refuse full repayment of the principal sum, if said repayment does not include the accrued interest and collection costs.

The Principal shall never be entitled to set off amounts owed to Octrooibureau Novopatent. Objections to the amount of an invoice do not suspend the payment obligation. The Principal who is not entitled to invoke Section 6.5.3 (Sections 231 to 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

If the Client is in default or omission in the (timely) fulfilment of its obligations, all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Client. The extrajudicial costs will be calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the Contractor has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Principal. The Principal shall also owe interest on the collection costs due.

Article 7 Retention of title

The Contractor shall retain ownership of everything delivered by the Contractor under the Agreement until the Principal has duly fulfilled all obligations under the Agreement(s) concluded with the Contractor.

Anything delivered by the Contractor that is subject to retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Principal is not authorised to pledge or encumber in any other way anything subject to retention of title.

The Principal must always do everything that can reasonably be expected of him to secure the Contractor’s property rights.

If third parties seize goods delivered under retention of title or wish to establish or enforce rights to them, Principal shall be obliged to inform Contractor thereof immediately. Furthermore, Principal undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection by Contractor on demand. In the event of any insurance payment, Octrooibureau Novopatent shall be entitled to such monies. Insofar as necessary, the Principal undertakes vis-à-vis Octrooibureau Novopatent to render its cooperation in everything that might (prove to) be necessary or desirable in that context.

In case Contractor wishes to exercise his property rights indicated in this article, Principal gives unconditional and irrevocable permission in advance to Contractor and third parties to be appointed by Contractor to enter all those places where Contractor’s property is located and to take it back.

Article 8 Guarantees, examination and complaints, limitation period

The goods to be delivered by Contractor meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in the event of normal use in the Netherlands. The guarantee mentioned in this article applies to goods intended for use within the Netherlands. In the event of use outside the Netherlands, the Principal should himself verify whether they are suitable for use there and meet the conditions set for them. The Contractor may in that case set other guarantee and other conditions regarding the goods to be delivered or work to be performed.

The guarantee mentioned in paragraph 1 of this article applies for a period after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the guarantee provided by Contractor concerns a good produced by a third party, the guarantee is limited to that provided by the producer of the good, unless stated otherwise.

Any form of guarantee will lapse if a defect has occurred as a result of or arising from improper or improper use thereof or use after the best-before date, incorrect storage or maintenance by the Principal and/or third parties if, without the Contractor’s written permission, the Principal or third parties have made changes or attempted to make changes to the item, if other items were attached to it that should not have been attached to it or if these were processed or treated in a manner other than prescribed.

Nor is the Principal entitled to any guarantee if the defect originated due to or as a result of circumstances beyond the control of Octrooibureau Novopatent, including weather conditions (such as, for example but not limited to, extreme rainfall or temperatures) et cetera.

The Principal shall be obliged to examine the delivered goods, or have them examined, immediately at the time the goods are made available to him or the relevant activities have been carried out, respectively. In so doing, Principal shall examine whether the quality and/or quantity of the goods delivered corresponds to what was agreed and meets the requirements agreed on by the parties in that respect. Any visible defects must be reported to Contractor in writing within [Object Object] after delivery. Any non-visible defects must be reported to Octrooibureau Novopatent in writing immediately, but in any case no later than fourteen days after their discovery. The report must contain as detailed a description of the defect as possible, so that Octrooibureau Novopatent is able to respond adequately. The Principal must give the Contractor the opportunity to investigate a complaint (or have it investigated).

If the Principal complains in time, this does not suspend his payment obligation. The Principal shall in that case also remain obliged to take delivery of and pay for the other goods ordered and what he has instructed Octrooibureau Novopatent to do.

If a defect is reported later, the Principal is no longer entitled to repair, replacement or compensation.

If it has been established that a good is defective and a complaint in this respect has been lodged in time, Octrooibureau Novopatent will, at Octrooibureau Novopatent’s discretion, replace the defective good within a reasonable period of time after receiving it back or, if returning the good is not reasonably possible, will provide written notification of the defect from the Principal, or will take care of repairing it or will pay the Principal a substitute fee. In case of replacement, Principal shall be obliged to return the replaced item to Contractor and transfer ownership thereof to Contractor, unless Contractor indicates otherwise.

If it is established that a complaint is unfounded, the costs incurred as a result, including investigation costs, incurred on the part of Octrooibureau Novopatent as a result, will be borne in full by Principal.

After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to Principal.

Notwithstanding the statutory limitation periods, the limitation period for all claims and defences against Contractor and the third parties involved by Contractor in the performance of an agreement is [Object Object].

Article 9 Liability

If Octrooibureau Novopatent should be liable, such liability shall be limited to the provisions of this clause.

Octrooibureau Novopatent shall not be liable for loss or damage of any kind whatsoever resulting from the fact that Octrooibureau Novopatent has relied on incorrect and/or incomplete information provided by or on behalf of the Principal.

If Octrooibureau Novopatent should be liable for any damage whatsoever, Octrooibureau Novopatent’s liability shall be limited to a maximum of once the invoice value of the order, at least to that part of the order to which the liability pertains.

Octrooibureau Novopatent’s liability shall in any case always be limited to the amount paid out by its insurer in the relevant case.

Octrooibureau Novopatent shall only be liable for direct damage.

Direct damage is exclusively understood to mean the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to make the Contractor’s faulty performance conform to the agreement, insofar as they can be attributed to the Contractor, and reasonable costs incurred to prevent or limit damage, insofar as the Principal demonstrates that these costs led to the limitation of direct damage as referred to in these general terms and conditions. The Contractor shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.

The limitations of liability included in this article shall not apply if the damage is due to intent or gross negligence on the part of Octrooibureau Novopatent or its executive employees.

Article 10 Indemnification

The Principal shall indemnify the Contractor against any claims from third parties who suffer damage in connection with the performance of the Agreement and whose cause is attributable to parties other than the Contractor. If the Contractor should be held liable by third parties on that account, the Principal is obliged to assist the Contractor both extra-judicially and judicially and to do immediately all that may be expected of him in that case. Should the Principal fail to take adequate measures, Octrooibureau Novopatent shall be entitled, without notice of default, to take such measures itself. All resulting costs and damage on the part of Octrooibureau Novopatent and third parties shall be borne in full by the Principal.

Article 11 Intellectual property

Provider reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual laws and regulations. Provider has the right to use the knowledge gained by the execution of an agreement for other purposes as well, to the extent no strictly confidential information of the Client is brought to the knowledge of third parties.

Article 1 General

These terms and conditions apply to every offer, quotation and agreement between Ferbine, hereinafter referred to as: “Contractor”, and a Client to which Contractor has declared these terms and conditions applicable, insofar as these terms and conditions have not been deviated from expressly and in writing by the parties.

The applicability of any purchase or other conditions of the Client is expressly rejected.

If one or more provisions in these general terms and conditions should at any time be wholly or partially void or nullified, the other provisions of these general terms and conditions shall remain fully applicable. The Contractor and the Principal will then consult to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and meaning of the original provisions.

If any ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation should take place ‘in the spirit’ of these provisions.

If a situation arises between the parties which is not covered by these general terms and conditions, this situation should be assessed in the spirit of these general terms and conditions.

Article 2 Quotations, offers

All quotations and offers made by the Contractor are without obligation, unless a deadline for acceptance has been set in the quotation. If no acceptance period is stipulated, the offer always expires after 30 days.

Contractor cannot be held to its quotations or offers if Principal can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.

The prices mentioned in an offer or quotation are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.

Article 3 Contract duration, execution periods, transfer of risk, execution and amendment of the Agreement, price increase

The Contractor is entitled to have certain work performed by third parties. The applicability of Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is explicitly excluded.

Contractor is entitled to execute the Agreement in different phases and to invoice the part thus executed separately.

if the price increase results from a power or an obligation of the Contractor under the law;

if it has been stipulated that delivery will take place more than three months after the conclusion of the agreement;

or, in case of delivery of an item, if it has been stipulated that the delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and early termination of the agreement

Provider is authorised to suspend the fulfilment of the obligations or to dissolve the agreement, if the Principal does not fulfil the obligations under the agreement, does not fulfil them in full or in time, after the conclusion of the agreement Provider learns of circumstances that give good reason to fear that the Principal will not fulfil the obligations, if, when the Agreement was concluded, the Client was asked to provide security for the fulfilment of his obligations under the Agreement and this security is not provided or is insufficient, or if, due to a delay on the part of the Client, the Contractor can no longer be required to fulfil the Agreement at the price originally agreed upon conditions.

Furthermore, Provider is authorised to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be required from Provider.

If the agreement is dissolved, the Contractor’s claims against the Principal are immediately due and payable. If Provider suspends the fulfilment of the obligations, he retains his claims under the law and the agreement.

If Octrooibureau Novopatent proceeds to suspension or dissolution, it shall in no way be obliged to compensate for damage and costs incurred in any way as a result.

If the dissolution is attributable to the Principal, Octrooibureau Novopatent shall be entitled to compensation for the damage, including costs, incurred directly and indirectly as a result.

In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment has not been lifted within three months – at the Client’s expense, debt rescheduling or any other circumstance as a result of which the Client can no longer freely dispose of its assets, the Contractor will be free to terminate the Agreement forthwith and with immediate effect or to cancel the order or Agreement, without any obligation on its part to pay any compensation or indemnification.

The Contractor’s claims against the Principal shall in that case be immediately due and payable.

If the Client cancels an order placed in whole or in part, the work performed and the items ordered or prepared for it, plus any costs of supply and delivery thereof and the working time reserved for performance of the agreement, shall be charged in full to the Client.

Article 5 Force majeure

In these general terms and conditions, force majeure means, in addition to what is understood in this respect by law and case law, all external causes, foreseen or unforeseen, over which Octrooibureau Novopatent cannot exercise any control, but which prevent Octrooibureau Novopatent from fulfilling its obligations. This includes strikes at the company of Octrooibureau Novopatent or third parties. The Contractor also has the right to invoke force majeure if the circumstance preventing (further) fulfilment of the Agreement occurs after the Contractor should have fulfilled its obligation.

Article 6 Payment and collection costs

Payment must always be made within [object Object] of the invoice date, in a manner to be indicated by Octrooibureau Novopatent and in the currency invoiced, unless otherwise indicated in writing by Octrooibureau Novopatent.

Contractor is entitled to invoice periodically.

If the Principal fails to pay an invoice on time, the Principal shall be in default by operation of law. The Principal shall then owe statutory interest. The interest on the amount due will be calculated from the moment the Principal is in default until the moment of payment of the full amount due.

The Principal shall never be entitled to set off any amount owed by it to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation. The Principal who is not entitled to invoke Section 6.5.3 (Sections 231 to 247 of Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.

If the Client is in default or absence in the (timely) fulfilment of its obligations, all reasonable costs for obtaining extrajudicial satisfaction shall be borne by the Client. The extrajudicial costs will be calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the Contractor has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Principal. The Principal shall also owe interest on the collection costs due.

Article 7 Retention of title

Anything delivered by Contractor under the agreement remains the property of Contractor until Principal has properly fulfilled all obligations under the agreement(s) concluded with Contractor.

The Principal must always do everything that can reasonably be expected of him to secure the Contractor’s property rights.

If third parties seize the goods delivered under retention of title or wish to establish or enforce rights to them, the Principal shall be obliged to inform Octrooibureau Novopatent thereof immediately. Furthermore, Principal undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection by Contractor on demand. In the event of any insurance payment, Octrooibureau Novopatent shall be entitled to such monies. Insofar as necessary, Principal undertakes vis-à-vis Contractor in advance to render his cooperation in everything that might (prove to) be necessary or desirable in that context.

Article 8 Guarantees, investigations and complaints, limitation period

The goods to be delivered by Contractor meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in normal use in the Netherlands. The guarantee mentioned in this article applies to goods intended for use within the Netherlands. In the event of use outside the Netherlands, the Principal should himself verify whether they are suitable for use there and meet the conditions set for them. The Contractor may in that case set other guarantee and other conditions regarding the goods to be delivered or work to be performed.

Any form of guarantee will lapse if a defect has occurred as a result of or arising from injudicious or improper use thereof or use after the expiry date, improper storage or maintenance by the Principal and/or third parties when, without the written permission of the Contractor,

the Principal or third parties have made changes or tried to make changes to the goods, have attached to it other goods that should not be attached to it or have been processed or treated in a manner other than prescribed.

If a defect is reported later, the Principal is no longer entitled to repair, replacement or compensation.

After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to Principal.

Article 9 Liability

If Octrooibureau Novopatent should be liable, such liability shall be limited to the provisions of this clause.

Octrooibureau Novopatent’s liability shall in any case always be limited to the amount paid out by its insurer in the relevant case.

Octrooibureau Novopatent shall only be liable for direct damage.

The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Octrooibureau Novopatent or its executive employees.

Article 10 Indemnification

The Principal shall indemnify the Contractor against any claims from third parties who suffer damage in connection with the performance of the Agreement and whose cause is attributable to parties other than the Contractor. If the Contractor should be held liable by third parties on that account, the Principal is obliged to assist the Contractor both extra-judicially and judicially and to do immediately all that may be expected of him in that case. Should the Principal fail to take adequate measures, Octrooibureau Novopatent shall be entitled, without notice of default, to take such measures itself. All costs and losses incurred on the part of Octrooibureau Novopatent and third parties as a result shall be borne in full by the Principal.

Article 11 Intellectual property

Contractor reserves the rights and powers to which he is entitled under the Copyright Act and other intellectual laws and regulations. Octrooibureau Novopatent shall be entitled to use the knowledge acquired by it in the execution of an agreement for other purposes as well, to the extent that no strictly confidential information of the Principal is brought to the knowledge of third parties.

Article 12 Applicable law and disputes

All legal relationships to which the Contractor is a party shall be governed exclusively by Dutch law, even if all or part of an obligation is performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

The court in the Contractor’s place of business has exclusive jurisdiction to hear disputes, unless the law imperatively prescribes otherwise. Nevertheless, the Contractor has the right to submit the dispute to the court with jurisdiction according to the law.

The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Article 13 Location and amendment of general terms and conditions

These terms and conditions have been filed with the Chamber of Commerce 52967018 .

The most recently filed version or the version applicable at the time the legal relationship with the Contractor was established shall always apply.

The Dutch text of the general terms and conditions shall always be decisive for the interpretation thereof.

The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Translated with www.DeepL.com/Translator (free version)