General terms and conditions
GENERAL TERMS AND CONDITIONS
1. Article 1.General
1.1. These terms and conditions apply to any offer, quotation and agreement between Incatro Room Acoustics B.V., hereinafter referred to as: "User", and any Other Party to which the User has declared these terms and conditions applicable, insofar as these terms and conditions have not been explicitly deviated from by the parties in writing.
1.2. These terms and conditions also apply to agreements with the User, for the execution of which the User must involve third parties.
1.3. These general terms and conditions have also been written for the User's employees and his management.
1.4. The applicability of any purchase or other terms and conditions of the Other Party is expressly rejected.
1.5. If one or more provisions of these general terms and conditions are wholly or partially null and void or should be null and void at any time, the other provisions of these general terms and conditions will continue to apply in full. The User and the Other Party will then enter into consultation in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and purport of the original provisions will be observed as much as possible.
1.6. If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place 'in the spirit' of these provisions.
1.7. If a situation arises between the parties which is not regulated in these general conditions, then this situation should be assessed in the spirit of these general conditions.
1.8. If User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that User would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
2. Article 2. Quotations and offers
2.1. All quotations and offers made by the User are without obligation, unless a deadline for acceptance has been set in the offer. An offer or quotation shall lapse if the product to which the offer or quotation relates is no longer available in the meantime.
2.2. An order confirmation is a binding offer. No rights can be derived from a quotation that is not an order confirmation.
2.3. The User cannot be bound by its offers or quotations if the Other Party can reasonably understand that the offers or quotations, or part thereof, contain an obvious mistake or error.
2.4. The prices stated in an offer or quotation are exclusive of VAT, ex works, "ex works" 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.
2.5. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the User shall not bound. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.
2.6. A composite quotation does not oblige the User to carry out part of the order for a corresponding part of the price quoted. Offers or quotations do not automatically apply to future orders.
2.7. If the Other Party provides the User with data, drawings, etc., the User may assume that these are correct and will base its offer on them.
3. Article 3. Distance buying
3.1. If and insofar as the Other Party is a natural person who is not acting in the exercise of a profession or business and there is a sale at a distance as referred to in article 7:46a of the Dutch Civil Code, the provisions of this article 3 also apply. The applicability of section 7:46f(1) of the Dutch Civil Code is expressly excluded.
3.2. The Other Party will be entitled to dissolve the distance purchase for seven working days after receipt of the goods delivered by the User, without giving reasons. The Other Party must invoke the dissolution by means of a written notice addressed to the User, which must reach the User within the period referred to in the previous sentence.
3.3. During this period, the Other Party will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the product with all delivered accessories and - if reasonably possible - in its original condition and packaging to the entrepreneur, in accordance with the reasonable and clear instructions provided by the entrepreneur. The other party must pay the costs of returning the goods itself.
3.4. The provisions of article 4.2 do not apply if and insofar as the Agreement relates to: the provision of Services; items that have been realized in accordance with the specifications of the Other Party; items that are clearly of a personal nature; items that cannot be returned due to their nature; items that quickly become obsolete.
3.5. If the Other Party has paid an amount, the User will refund this amount as soon as possible, but at the latest within 30 days after the return or revocation.
4. Article 4. Advice, designs and materials
4.1. The Other Party cannot derive any rights from advice and information it receives from the User.
4.2. The Other Party is responsible for the drawings, calculations, designs made by it or on its behalf and for the functional suitability of materials prescribed by it or on its behalf.
4.3. The Other Party indemnifies the User against any claims from third parties relating to the use of drawings, calculations, designs, materials, samples, models and the like provided by or on behalf of the Other Party.
4.4. The Other Party may examine the materials that the User wishes to use before they are processed (or have them examined) at its own expense. If the User suffers damage as a result, it will be for the Other Party's account.
Article 5. Contract term; delivery terms, implementation and modification of the agreement
5.1. The agreement between the User and the Other Party is entered into for without a continuing delivery obligation.
5.2. If a term has been agreed or specified for the completion of certain activities or for the delivery of certain goods, this will never be a deadline. If a term is exceeded, the Other Party must therefore give the User notice of default in writing. In doing so, the User must be given a reasonable period to still perform the agreement.
5.3. If the User requires information from the Other Party for the performance of the agreement, the performance period will not commence until the Other Party has provided the User with the correct and complete information.
5.4. Delivery will take place ex the User's business. The Other Party will be obliged to take delivery of the goods at the time they are made available to it. If the Other Party refuses to take delivery or fails to provide information or instructions necessary for delivery, the User will be entitled to store the goods at the Other Party's expense and risk.
5.5. The User will be entitled to have certain activities carried out by third parties.
5.6. The User will be entitled to perform the agreement in various stages and to invoice the part thus performed separately.
5.7. If the agreement is performed in phases, the User may suspend the performance of those parts belonging to a subsequent phase until the Other Party has approved the results of the preceding phase in writing.
5.8. If, during the performance of the agreement, it becomes apparent that it is necessary to amend or supplement it in order to ensure its proper performance, the parties will amend the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or indication of the Other Party, of the competent authorities, etc., is changed and the agreement is thereby changed qualitatively and / or quantitatively, this may also have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. User will, as much as possible, give a quotation in advance. Furthermore, by amending the agreement, the originally stated term of execution may be changed. The Other Party accepts the possibility of amendment of the agreement, including the change in price and period of execution.
5.9. If the agreement is amended, including a supplement, the User will not be entitled to perform the agreement until the person authorised within the User has given his consent and the Other Party has agreed to the price and other conditions stated for performance, including the time to be determined at that time when the agreement will be performed. Non-performance or non-immediate performance of the amended agreement will not constitute a breach of contract on the part of the User, nor will it constitute grounds for the Other Party to terminate the agreement. Without being in default, the User may refuse a request to amend the agreement if this could have consequences in terms of quality and/or quantity, for example, for the work to be performed or goods to be delivered in that context.
5.10. If the Other Party should fail to properly fulfil its obligations towards the User, the Other Party will be liable for all damage (including costs) on the part of the User caused directly or indirectly as a result.
5.11. If the User and the Other Party agree on a fixed price, the User will nevertheless at all times be entitled to increase this price without the Other Party being entitled to terminate the agreement for that reason, if the price increase is the result of an authority or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc., or on other grounds that could not reasonably have been foreseen at the time the agreement was entered into.
5.12. If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months of the conclusion of the agreement, only the Other Party entitled to invoke Section 3 of Title 5 of Book 6 of the Dutch Civil Code will be entitled to dissolve the agreement by means of a written statement, unless the User is then still prepared to perform the agreement on the basis of what was originally agreed, or if the price increase results from an authority or an obligation incumbent on the User under the law or if it is stipulated that delivery will take place more than three months after the sale.
6. Article 6: Delivery time
6.1. The delivery time and/or execution period shall be determined by the User on an approximate basis.
6.2. In determining the delivery time and/or execution period, the User assumes that he can execute the order under the circumstances known to him at that time.
6.3. The delivery time and/or execution period will not commence until agreement has been reached on all commercial and technical details, all necessary data, final, approved drawings, etc. are in the User's possession, the agreed (instalment) payment has been received and the necessary conditions for the execution of the order have been met.
6.4. In the event of circumstances other than those which were known to the User when he determined the delivery time and/or execution period, the User may extend the delivery time and/or execution period by the time necessary to execute the order under these circumstances. If the work cannot be fitted into the User's schedule, it will be carried out as soon as his schedule so permits. In the event of additional work the delivery time and/or execution period will be extended by the time necessary to supply (or arrange for the supply of) the materials and parts for that purpose and to carry out the additional work. If the additional work cannot be fitted into the User's schedule, it shall be carried out as soon as the User's schedule permits. In the event that the User's obligations are suspended, the delivery time and/or execution period shall be extended by the duration of the suspension. If the continuation of the work cannot be fitted into the User's planning, the work shall be carried out as soon as the planning schedule permits this. In the event of unworkable weather the delivery time and/or execution period will be extended by the resulting delay.
6.5. Exceeding the agreed delivery time and/or execution period shall under no circumstances entitle the User to compensation, unless this has been agreed in writing.
6.6. The work location must be normally accessible and tidy by the customer, at his expense, to enable the normal execution of the work. Unnecessary travel costs and any waiting times may be charged.
7. Article 7. Suspension, dissolution and premature termination of the agreement
7.1. User shall be entitled to suspend the fulfilment of the obligations or to dissolve the agreement, if: the Other Party fails to fulfil its obligations under the agreement or fails to fulfil them in full or on time; circumstances come to the knowledge of the User after the conclusion of the agreement give the User good reason to fear that the Other Party will not fulfil its obligations; the Other Party was requested to provide security for the fulfilment of its obligations under the agreement at the time the agreement was concluded and this security has not been provided or is insufficient; if, as a result of the delay on the part of the Other Party, the User can no longer be required to fulfil the agreement under the terms and conditions originally agreed, the User will be entitled to dissolve the agreement.
7.2. Furthermore, the User will be entitled to dissolve the agreement if circumstances arise of such a nature that compliance with the agreement is impossible or if other circumstances arise of such a nature that the User cannot reasonably be required to maintain the agreement unchanged.
7.3. If the agreement is dissolved, the User's claims against the Other Party will be immediately due and payable. If the User suspends the fulfilment of its obligations, it will retain its rights under the law and the agreement.
7.4. If the User suspends or dissolves the agreement, it will in no way be obliged to pay compensation for damage and costs incurred as a result in any way whatsoever.
7.5. If the termination is attributable to the Other Party, the User will be entitled to compensation for the damage, including costs, directly and indirectly caused by the termination.
7.6. If the Other Party fails to comply with its obligations under the agreement and this failure to comply justifies dissolution, the User will be entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, while the Other Party will be obliged to pay damages or compensation on the grounds of breach of contract.
7.7. If the agreement is terminated prematurely by the User, the User will, in consultation with the Other Party, arrange for the transfer of work still to be performed to third parties. This unless the termination is attributable to the Other Party. If the transfer of the work involves additional costs for the User, these will be charged to the Other Party. The Other Party will be obliged to pay these costs within the aforementioned period, unless the User indicates otherwise.
7.8. 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 expense of the Other Party, debt restructuring or any other circumstance as a result of which the Other Party can no longer freely dispose of its assets, the User will be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, the User's claims against the Other Party will be immediately due and payable.
7.9. If the Other Party cancels an order placed in whole or in part, the Other Party will be charged in full for the items ordered or prepared for it, plus any costs of supply, removal and delivery thereof and the working time reserved for the performance of the agreement.
8. Article 8. Force majeure
8.1. The User will not be obliged to fulfil any obligation towards the Other Party if it is hindered to do so as a result of a circumstance that is not due to fault and is not for its account under the law, a legal act or generally accepted views.
8.2. 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 the User cannot exercise any influence, but which prevent the User from fulfilling its obligations. Circumstances which could not be expected by the User and which lie outside his sphere of influence are understood to include the circumstance that the User's suppliers and/or subcontractors fail to meet their obligations or fail to do so on time, the weather, earthquakes, fire, loss or theft of tools, the loss of materials to be processed, road blockades, strikes or work stoppages and import or trade restrictions. The User shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the agreement occurs after the User should have fulfilled its obligation.
8.3. The User shall no longer be entitled to suspend performance if the temporary inability to perform has lasted for more than six months. The agreement may only be dissolved after this period has expired, and only in respect of that part of the obligations that have not yet been fulfilled. In that case, the parties shall not be entitled to compensation for the damage suffered or to be suffered as a result of the dissolution.
8.4. Insofar as the User has already partially fulfilled or will be able to fulfil his obligations under the agreement at the time when force majeure commences, and insofar as independent value can be attributed to the part already fulfilled or to be fulfilled respectively, the User shall be entitled to invoice the part already fulfilled or to be fulfilled respectively separately. The Other Party will be obliged to pay this invoice as if it were a separate agreement.
9. Article 9. Payment and collection costs
9.1. Payment must be made within 8 days of the invoice date, in a manner to be indicated by the User in the currency in which the invoice was made, unless otherwise indicated in writing by the User. User is entitled to invoice periodically.
9.2. Irrespective of the agreed payment conditions, the Other Party will be obliged, at the User's request, to provide sufficient security for payment, in the User's opinion. If the Other Party fails to do so within the set term, it will immediately be in default. In that case, the User will be entitled to terminate the contract and to recover its loss from the Other Party.
9.3. If the Other Party fails to pay an invoice on time, the Other Party will be in default by operation of law. In that case, the Other Party will owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate will be owed. In calculating the interest, part of the month will be regarded as a full month. The interest on the amount due and payable will be calculated from the moment the Other Party is in default until the moment of payment of the full amount due and payable.
9.4. The User will be entitled to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the accrued interest.
9.5. The User may, without being in default as a result, refuse an offer of payment if the Other Party indicates a different sequence for the allocation of the payment. The User may refuse full repayment of the principal sum if the outstanding and accrued interest and collection costs are not also paid.
9.6. The Other Party will never be entitled to set off what it owes to the User.
9.7. Objections to the amount of an invoice will not suspend the payment obligation. The Other Party that is not entitled to invoke Section 6.5.3 (Sections 231 through 247 of Book 6 of the Dutch Civil Code) will also not be entitled to suspend payment of an invoice for any other reason.
9.8. The full claim for payment will be immediately due and payable if a payment term has been exceeded; the Other Party has gone bankrupt or applies for a moratorium; goods or claims of the Other Party are seized; the Other Party (company) is dissolved or liquidated; the Other Party (natural person) requests to be admitted to judicial debt rescheduling, is placed under guardianship or dies.
9.9. If the Other Party is in default or default in the (timely) fulfilment of its obligations, then all reasonable costs for obtaining extrajudicial settlement will be for the Other Party's account. The extrajudicial costs will be calculated on the basis of what is customary in the Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Other Party. The Other Party will also owe interest on the collection costs owed.
10 Article 10. Retention of title
10.1. All items delivered by the User under the agreement will remain the User's property until the Other Party has properly fulfilled all its obligations under the agreement(s) concluded with the User. After delivery, the User will remain the owner of goods delivered for as long as the Other Party: fails or will fail to fulfil its obligations under this agreement or other similar agreements; fails to pay or will fail to pay for work performed or to be performed under such agreements; has not paid any claims arising from non-fulfilment of the aforementioned agreements, such as damage, penalties, interest and costs.
10.2. Goods delivered by the User which are subject to retention of title pursuant to clause 1 may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge or otherwise encumber the goods subject to retention of title.
10.3. The Other Party must at all times do everything that may reasonably be expected of it to safeguard the User's property rights.
10.4. If third parties seize goods delivered subject to retention of title or wish to establish or assert rights to them, the Other Party will be obliged to inform the User immediately.
10.5. The Other Party undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection by the User at its first request. In the event of any insurance payment, the User will be entitled to these tokens. To the extent necessary, the Other Party undertakes in advance towards the User to cooperate in everything that may be necessary or desirable in that context.
10.6. In the event that the User wishes to exercise its property rights referred to in this article, the Other Party gives its unconditional and irrevocable consent in advance to the User and third parties to be designated by the User to enter all those places where the User's property is located and to take back those items.
10.7. If the User cannot invoke its retention of title because the delivered goods have been mixed, distorted or checked, the Other Party will be obliged to pledge the newly formed goods to the User.
11. Article 11. Guarantees, examination and advertising, limitation period
11.1. The goods to be delivered by the User shall 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 referred to in this article shall apply to goods intended for use within the Netherlands. In the event of use outside the Netherlands, the Other Party must verify for itself whether the use thereof is suitable for use there and meet the conditions set for it. In that case, the User may set other warranty and other conditions with respect to the goods to be delivered or work to be carried out.
11.2. The guarantee referred to in paragraph 1 of this article shall apply for a period of six months after delivery, unless the nature of the goods delivered dictates otherwise or the parties have agreed otherwise. If the guarantee provided by the User relates to an item produced by a third party, the guarantee will be limited to that provided by the producer of the item, unless stated otherwise.
11.3. No guarantee will be given as soon as defects are the result of: normal wear and tear; injudicious use; maintenance not carried out or carried out incorrectly; installation, assembly, modification or repair by the Other Party or by third parties.
11.4. Any form of guarantee will lapse if a defect has arisen as a result of or results from injudicious or improper use or use after the expiration date, incorrect storage or maintenance by the Other Party and/or by third parties when, without the written consent of the User, the Other Party or third parties have made changes or attempted to make changes to the item, other items have been attached to it that should not be attached to it or if they have been processed or treated in a manner other than prescribed. Nor will the Other Party be entitled to any warranty if the defect has arisen due to or as a result of circumstances beyond the User's control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) and so forth.
11.5. The Other Party will be obliged to examine the delivered goods (or have them examined) immediately at the time that the goods are made available to it or the work in question has been carried out. In doing so, the Other Party should examine whether the quality and/or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed in this respect. Any visible defects must be reported to the User in writing within seven days of delivery. Any non-visible defects must be reported to the User in writing immediately, but in any event no later than fourteen days after their discovery. The report must contain as detailed a description of the defect as possible, so that User is able to respond adequately. The Other Party must give the User the opportunity to investigate the complaint or have it investigated.
11.6. If the Other Party submits a complaint in a timely manner, this will not suspend its payment obligation. In that case, the Other Party will also continue to be obliged to purchase and pay for the other items ordered. The Other Party can only invoke a guarantee after it has fulfilled all its obligations towards the User.
11.7. If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation.
11.8. If it has been established that an item is defective and a complaint in this respect has been submitted in a timely manner, the User will replace the defective item within a reasonable period of time after it has been returned or, if return is not reasonably possible, written notice in respect of the defect by the Other Party, at the User's discretion, or arrange for repair thereof or pay the Other Party a replacement fee for this. In the event of replacement, the Other Party will be obliged to return the replaced item to the User and to transfer ownership thereof to the User, unless the User indicates otherwise.
11.9. If it is established that a complaint is unfounded, the costs incurred by the User as a result, including investigation costs, will be fully for the Other Party's account.
11.10. After the expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out charges, will be charged to the Other Party.
11.11. Contrary to the statutory limitation periods, the limitation period for all claims and defences against the User and third parties involved by the User in the performance of an agreement will be one year.
12. Article 12. Liability
12.1. Should the User be liable, such liability shall be limited to the provisions of this provision.
12.2. The User will not be liable for any damage, of whatever nature, caused by the fact that the User has assumed incorrect and/or incomplete information provided by or on behalf of the Other Party.
12.3. The User is not responsible for damage to pipelines, cables, wiring. Drilling and cutting into walls, walls, floors, ceilings, etc. is always at the risk of the Client. The Client shall explicitly point out to the User the possible danger of damage to pipelines etc. if these dangers are present and, if necessary, provide a piping plan. If, in spite of this clause, in legal proceedings or by an arbitration body, any responsibility on the part of the User would nevertheless be withheld, an amount equal to the amount of the exemption determined by the User with its insurer for such risks shall remain at the expense of the Client.
12.4. If the User should be liable for any damage, the User's liability shall be limited to a maximum of the invoice value of the order, or at least to that part of the order to which the liability relates.
12.5. The User's liability shall in any event always be limited to the amount paid out by its insurer as the occasion arises.
12.6. User shall only be liable for direct damage.
12.7. Direct loss or damage will only be understood to mean the reasonable costs incurred to determine the cause and scope of the loss or damage, insofar as the determination relates to loss or damage within the meaning of these terms and conditions, any reasonable costs incurred to ensure that the User's defective performance complies with the agreement, insofar as these costs can be attributed to the User and reasonable costs incurred to prevent or limit the loss or damage, insofar as the Other Party demonstrates that these costs have led to the limitation of direct loss or damage as referred to in these general terms and conditions.
12.8. The User will never be liable for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption.
12.9. Damage caused by intent or deliberate recklessness on the part of auxiliary persons or non-management employees of the User will not qualify for compensation.
12.10. The User will not be liable for damage to material supplied by or on behalf of the Other Party as a result of improper processing. At the request of the Other Party, the User will carry out the processing again, using new material supplied by the Other Party at its expense.
12.11. The Other Party indemnifies the User against all claims from third parties due to product liability as a result of a defect in a product supplied by the Other Party to a third party that (partly) consisted of products and/or materials supplied by the User.
13. Article 13. Transfer of risk
13.1. The risk of loss, damage or loss in value will pass to the Other Party at the moment when items are brought under the control of the Other Party.
13.2. If items have not been taken delivery of after the expiry of the delivery time, these will remain at the disposal of the Other Party. Items that have not been purchased will be stored at the expense and risk of the Other Party. The User may at all times exercise the authority of Article 6:90 of the Dutch Civil Code.
14. Article 14. Disclaimer
14.1. The Other Party indemnifies the User against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which can be attributed to parties other than the User.
14.2. If the User should be sued by third parties for this reason, the Other Party will be obliged to assist the User both out of court and in court and to immediately do everything that can be expected of it in that case. If the Other Party fails to take adequate measures, the User will be entitled to do so itself without notice of default. All costs and damage incurred by the User and third parties as a result will be fully at the expense and risk of the Other Party.
15. Article 15. Intellectual property
15.1. User reserves the rights and powers vested in him under the Copyright Act and other intellectual property laws and regulations. The User will be entitled to use the knowledge gained through the performance of an agreement on its part for other purposes, insofar as no strictly confidential information of the Other Party is disclosed to third parties. Unless otherwise agreed in writing, the User will retain the copyrights and all industrial property rights to the offers, designs, images, drawings, (test) models, software, etc. made by it.
15.2. The rights to the information referred to in paragraph 1 will remain the User's property regardless of whether the Other Party has been charged for its production. This information may not be copied, used or shown to third parties without the User's prior express written consent. The Other Party will owe the User a penalty of € 25,000 for each breach of this provision. This penalty may be claimed in addition to compensation under the law.
15.3. The Other Party must return the information provided to it as referred to in paragraph 1 at its first request within the term set by the User. In the event of an infringement of this provision, the Other Party will owe the User a penalty of €1,000 per day. This penalty may be claimed in addition to compensation under the law.
16. Article 16. Applicable law and disputes
16.1. All legal relationships to which the User 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 and other international regulations are excluded.
16.2. The court in the User's place of business shall have exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the User will be entitled to submit the dispute to the court that is competent according to the law.
16.3. The parties shall only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
17. Article 17. Decisive interpretation
17.1. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof