General purchase terms and conditions.

General Purchase Terms and Conditions for the Delivery of Goods and/or the Supply of Services.

Introduction

Store3D B.V. exploits a professional undertaking that, whether or not on a turn-key basis, realises refurbishments of shop buildings, including both shell and finishing activities and the delivery of shop interiors, also including shop-in-shop interiors. In addition it provides, usually on a project basis, for the direction of the realisation of new concepts. All activities are performed in both the Netherlands and abroad. Store3D B.V. established the following purchase terms and conditions, hereinafter referred to as: the ‘General Purchase Terms and Conditions’. They are applicable to any and all offers issued by third parties at the request of Store3D and to any and all agreements concluded by Store3D for the Delivery of Goods and/or the Supply of Services.

Article 1. Definitions

For the purpose of these General Purchase Terms and Conditions the following terms and expressions are defined as follows:
Client: the private company with limited liability with legal personality under Dutch law Store3D B.V. and/or one of the legal persons affiliated with the same, as (fellow) user of these General Purchase Terms and Conditions.
Supplier: the other party of the Client, as well as staff of the Supplier and a Third Party (Third Parties) relied on by the Supplier for the implementation of the Agreement.
Parties: the Client and the Contractor.
Agreement: obligatory, obligation creating, multilateral legal act between the Client and the Supplier comprising consensus ad idem between the Parties regarding the Delivery of Goods and/or the Supply of Services for the benefit of the Client. The General Purchase Terms and Conditions do at all times form an inextricable part of the Agreement.
Delivery / Supply: the availability respectively the possession to respectively by the Client and the potential installation / assembly of one or more Goods and/or the performance and the completion of the stipulated Services.
Goods: the tangible objects to be delivered by the Supplier for the benefit of the Client.
Services: the activities to be performed by the Supplier for the benefit of the Client.
Third Party: a person relied on by the Supplier for (a part of) the implementation of the Agreement.

Article 2. Applicability

In case of a discrepancy between the provisions laid down in the Agreement and the present General Purchase Terms and Conditions then the provisions laid down in the Agreement shall prevail.
These General Purchase Terms and Conditions are applicable to any and all requests, proposals, orders, contracts, Agreements, and other legal relationships with regard to the Delivery of Goods and/or the Supply of Services by the Supplier to the Client.
The Supplier with whom contracting has taken place once on the basis of the present terms and conditions accepts the applicability of these General Purchase Terms and Conditions to any and all potential future Agreements between the Supplier and the Client.
The Client has the possibility of changing these General Purchase Terms and Conditions. The changes take effect thirty days after the Client has communicated the changes to the Supplier in writing.
The applicability of potential general terms and conditions of the Supplier is expressly rejected and they are not applicable to the Agreement.
The Supplier can only rely on different and/or additional stipulations and/or its own terms and conditions if and to the extent that they were expressly accepted in writing by the Client.

Article 3. Validity of offer and conclusion of Agreement

An offer of a prospective Supplier is irrevocable during a period of sixty days after the offer has reached the Client, unless the Parties expressly agree on a different period in writing. In case of a tender the period starts on the day that the tendering procedure closes.
The Agreement is concluded when the Client accepts an offer of the Supplier by means of an order. If the order was sent after expiry of the period as intended in paragraph 1 or differs from the offer on one or more subordinate points then the Agreement is concluded in accordance with the order, unless the Supplier rejects the said order in writing within fourteen days.
If the Supplier did not issue an offer then the Agreement is concluded at the moment that the Client places an order and the Supplier accepts the same within fourteen days.
The Client is authorised to cancel the order free of charge at any time up to the moment of implementation of the order by the Supplier. If the Supplier incurred demonstrable costs for the implementation of the order at the moment that the Supplier receives the cancellation notice from the Client then the Client commits to compensate the Supplier for the demonstrably incurred costs.

Article 4. Changes / contract extras and reductions

The Client is authorised to change an order placed by the same free of charge after conclusion of the Agreement provided that it communicates its relevant intention to the Supplier in writing within a reasonable period after the conclusion of the Agreement. A unilaterally implemented change of the Supplier, followed by a Delivery / Supply, is not qualified as a Delivery / Supply in accordance with the Agreement.
In case of potential delivery difficulties or backorders the Supplier shall forthwith inform the Client accordingly. Should it become apparent that the Supplier is not able to deliver within the stipulated period then the Client shall be free to purchase the Goods to be delivered and/or the Services to be supplied from third parties at the expense of the Supplier.
Contract extras can only be charged to the Client by the Supplier if and to the extent that the Client granted its prior written consent to the same.
In case of contract reductions the Client shall not be held to pay the complete price that the Parties had agreed on. This applies regardless of the fact whether the contract reductions can be imputed to the Client.
If and to the extent that during the term of the present contract the scope or the content of the contract changes substantially, Store3D shall be compelled to make the necessary changes in the project and Store3D shall at all times be entitled to adjust the scope of the contract awarded to the Supplier / Contractor to the changed circumstances.

Article 5. Transfer of rights and obligations

The Supplier can only transfer (a part of) its obligations on account of the Agreement to a Third Party with prior written consent of the Client, in the course of which the implementation of the Agreement shall remain at the risk and expense of the Supplier. Conditions may be imposed on the said consent. If the Client gave the aforementioned consent then the Supplier is at all times held to see to it that the Third Party respects and complies with the obligations on account of the Agreement.
In case of a transfer to a Third Party of (a part of) the obligations of the Supplier on account of the Agreement, the Supplier is held to inform the Client what securities were provided for the payment of the statutorily compulsory turnover tax, income tax, and national insurance contributions.
In case of outsourcing to a Third Party the Supplier shall, within the framework of the Dutch Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act, remain responsible for any and all statutory claims that derive from the Agreement.

Article 6. Price and price adjustment

The stipulated price includes any and all costs that are incurred in connection with the ordered Goods and/or Services up to and including the Delivery / Supply. The prices exclude (the statutorily payable) turnover tax.
The stipulated price cannot be increased in the interim, unless the Parties agree otherwise in writing.
The Supplier is held to comply vis-à-vis the Client with the prices and offer established by the same in pricelists, circular letters, advertisements, order confirmations, offers, etc., unless the Client agrees in writing with a deviation from the said prices and offers.

Article 7. Invoicing and payment

Invoicing of Services shall take place during the term of the Agreement by means of a monthly itemised and proper invoice, which is submitted to the Client by the Supplier, unless stipulated otherwise in writing.
Invoicing of Goods shall take place after Delivery of the Goods by the Supplier and approval of the same by the Client, unless stipulated otherwise in writing.
The Client pays the price plus VAT within 45 (forty-five) days after receipt of the relevant invoice, unless stipulated otherwise in writing.
The Client is authorised to postpone payment until the Supplier has complied fully with its obligations deriving from or otherwise connected to this Agreement.
The Client is authorised to set the amount of the invoice off against amounts that the Client can, whether or not conditional or exigible, claim from the Supplier.
Payments by the Client can expressly not be qualified as a waiver of a right to claim compliance, dissolution and/or compensation.
Payment shall release the Client from each and every obligation deriving from the relevant Agreement and cannot be qualified by the Supplier as payment for any other claim vis-à-vis the Client alleged by the Supplier.

Article 8. Advance payment

If the Parties agree that the Client shall pay an advance on the price then this shall be done within 45 (forty-five) days after receipt of the relevant invoice, unless stipulated otherwise in writing. Each time after receipt of an invoice from the Supplier a corresponding part of the advance payment is settled with the same, regardless of the fact whether the claim for payment of the price was transferred to a third party.
If the Delivery of the Goods and/or the Supply of the Services deriving from the Agreement did not take place at the stipulated location within the stipulated period then the Supplier shall be liable to pay the statutory interest within the meaning of section 119a of Book 6 of the Dutch Civil Code on the advance payment to the Client, and such over the period that the shortcoming continues, regardless of the fact whether the shortcoming can be imputed to the Supplier.

Article 9. Delivery / Supply

Unless stipulated otherwise in writing, the Delivery / Supply takes place in accordance with the instructions given by the Client at the location(s) included in the order confirmations or the Agreement.
The stipulated delivery date is fatal. In case of an overstepping of the same the Supplier shall immediately, without any notice of default being required, be in default.
The Client is entitled to postpone the Delivery / Supply. As the occasion arises the Supplier shall store as well as conserve, secure and insure the Goods in a properly packaged, separate and recognisable manner. The costs that are within reason associated with the same shall be at the expense of the Client.

Article 10. Compliance and dissolution

If and to the extent that the Supplier does not comply with an obligation deriving from or otherwise connected to the Agreement or not in a timely fashion or not properly then the Client shall have the following options:
either to give the Supplier the opportunity to yet comply with its obligations within a time limit imposed by the Client;
or to dissolve the Agreement either in whole or in part, at the sole discretion of the Client, by means of a written notice without any prior notice of default being required. If the Supplier does not comply with the time limit as intended under a) or not properly then the Client shall also be authorised to dissolve the Agreement either in whole or in part by means of a written notice.
The provisions laid down in article 10.1 do not affect the right of the Client to, in pursuance of article 11 of these General Purchase Terms and Conditions or by law, claim full compensation for any and all damages and costs deriving from the failing, late or improper compliance by the Supplier.
The Client is authorised to dissolve the Agreement either in whole or in part, without any notice of default or judicial intervention being required, and the Supplier shall be liable to pay compensation in case of:
- suspension of payment of the Supplier;
- bankruptcy of the Supplier;
- attachment on (a part of) the business assets of the Supplier or Goods;
- discontinuation or liquidation of the business of the Supplier;
- if the Supplier provided any benefit to a person who is part of the business of the Client;
- if any circumstance occurs that causes reasonable doubt with the Client regarding the continuity of compliance by the Supplier with its obligations vis-à-vis the Client. As the occasion arises the Supplier shall be fully liable to pay compensation in accordance with the provisions laid down in article 11.
If due to force majeure the Supplier has been prevented from (partly) complying with the Agreement for a period exceeding 30 days then the Client is authorised to dissolve the Agreement in whole or for the unimplemented part without any notice of default or judicial intervention being required.
In case of dissolution of (a part of) the Agreement by the Client, the Client is authorised to retain the (delivered) Goods and/or the (supplied) Services together with the thereto pertaining and thereto designated materials or to claim release of the same and to complete (have completed) the same at the expense of the Supplier.
In case of dissolution of (a part of) the Agreement by the Client, the Client shall not be held to pay any compensation vis-à-vis the Supplier.
Without prejudice to the right to claim compensation and the other statutory rights, the Client shall, in case of an imputable shortcoming of the Supplier, be authorised to collect the statutory commercial interest as from the day of the shortcoming.

Article 11. Warranty

The Delivery of the Goods and/or the Supply of the Services must fully be in accordance with the statements in the Agreement and the (potentially) thereto pertaining specification(s) and with conditions that may be deemed to be related to the same.
The Supplier warrants that the Delivery / Supply complies with all relevant legislation and regulations regarding (but not limited to) quality, the environment, safety, and health.
The Supplier warrants that the Goods are fully complete and ready for use. The Supplier sees to it that (inter alia) all parts, auxiliary materials, auxiliary pieces, tools, spare parts, and instruction booklets, which are required for the realisation of the objective indicated by the Client, are also included, even if the said objective is not expressly mentioned in the Agreement. Instruction booklets and other literature must be written in the Dutch and/or the English language. The Client is free in the use of obtained documentation, including the reproduction thereof for personal use.
If a warranty period is agreed on in the Agreement then this is understood to refer to the period within which the Supplier provides, in case of the Delivery of inferior Goods and/or the Supply of inferior Services, for, at the sole discretion of the Client, repayment, repair of the defects and/or a new Delivery of the Goods and/or a new Supply of the Services.
If a warranty period is not included in the Agreement then a warranty period of two years applies.
A warranty period does not affect potential liability of the Supplier after expiry of the warranty period, unless the defect in the Delivery / Supply can be imputed to the Client.
If after the Delivery / Supply the Goods and/or the Services do, according to the Client, not comply with the stipulated requirements then the Client shall reject the Goods and/or the Services and forthwith inform the Supplier accordingly in writing. In these kinds of situations the Client is entitled:
to return (have returned) the defective Goods to the Supplier in the course of which its payment obligation regarding the relevant Goods and/or Services expires; or
to return (have returned) the defective Goods to the Supplier and claim a new Delivery of the relevant Goods and/or a new Supply of the relevant Services from the Supplier; or
to claim repair of the defective Goods and/or Services from the Supplier.

The provisions laid down under a) up to and including c) shall be at the risk and expense of the Supplier. The thus rejected Goods shall remain the property of the Supplier or immediately transfer in title to the Supplier after the moment of despatch of the rejection notice and shall as from that moment again fully be at the risk and expense of the same.

If the Supplier does not comply with its warranty obligation then the Client is entitled to have the repair, replacement or alternative provision of services carried out by a third party at the risk and expense of the Supplier, to the extent that this can be deemed reasonable.
The Supplier warrants that any and all parts for the delivered Goods can be further delivered during the period stipulated in the Agreement. If a period is not agreed on between the Parties then the Supplier warrants that any and all parts for the delivered Goods can further be delivered during a period of at least 5 (five) years.

Article 12. Inspection and Test

The Client is authorised to at any time inspect (have inspected) and/or test (have tested) the Goods and/or Services, regardless of the location where the Goods and/or the Services are located.
On demand the Supplier shall provide access to its premises and buildings to the Client or its representative. The Supplier lends its cooperation in the inspection and/or test free of charge.
If an inspection and/or test as intended in the previous paragraph cannot take place at the proposed time through a fault of the Supplier or if an inspection and/or test needs to be repeated then the relevant costs shall be at the expense of the Supplier.
An inspection and/or test of the Goods and/or Services by the Client shall never result in any recognition of the reliability of the Goods to be delivered and/or the Services to be supplied by the Client and shall not release the Supplier from any liability related to the same.

Article 13. (Intellectual and industrial) property rights

Any and all intellectual property rights that exist, were created or realised within the framework of the Goods and/or the Services, which the Supplier manufactures for the benefit of the Client in pursuance of the Agreement, are vested in the Client. Intellectual property rights are understood as, inter alia, any and all worldwide copyrights, related rights, personality rights, trademark rights, figurative marks, model rights, database rights, and (claims to) patent rights that are established on ideas, designs, communicative expressions, and any and all other objects and products that qualify for intellectual property. If so required the Supplier transfers all these rights to the Client. Should further formalities be associated with the said transfer then the Supplier commits to lend its unconditional cooperation in the fulfilment of the said formalities.
If the Client makes materials available to the Supplier for the benefit of compliance with its obligations, e.g. raw materials, auxiliary materials, tools, drawings, specifications, and software, then they shall remain the property of the Client. The Supplier shall store these Goods separate from objects that belong to the Supplier or to third parties. The Supplier shall mark them as property of the Client.
The Supplier is authorised to use information made available by the Client, however only in connection with the implementation of the Agreement. The information is and remains the full property of the Client.
If damages are inflicted to the materials made available, as intended in the previous two paragraphs, then the Supplier is held to compensate the Client for the consequently incurred damages.
At the moment that the materials of the Client, e.g. raw materials, auxiliary materials, and software, have been processed in goods of the Client a new Good is created that belongs to the Client.
The Supplier warrants that potential patent, trademark, copyrights and other intellectual and industrial property rights of third parties are not infringed. The Supplier indemnifies the Client against potential claims of third parties in connection therewith.

Article 14. Liability, insurance, and statutory obligations

The Supplier shall be liable for any and all damages of the Client that are the result of any failure of the Supplier to comply with its obligations deriving from the Agreement as also for any and all damages that are inflicted by the Supplier and/or Deliveries of Goods and/or Supplies of Services (yet to be implemented) to persons and/or properties of the Client or third parties. The Supplier indemnifies the Client against any and all claims in connection therewith, including those of employees of the Client, all barring intent on the part of the Client.
The Client shall by no means be liable for bodily harm or immaterial damages of the Supplier or damage to or loss or theft of materials, goods or tools of the Supplier that are present at the premises or in the building where the Agreement is implemented, unless there is question of intent on the part of the Client. Should the Client be liable for any damages, then the said liability shall at all times be limited to direct damages to Goods and/or persons and the liability shall never extend to consequential damages, including trading losses and lost income on the part of the Supplier. Potential liability of the Client shall moreover at all times be limited to the amount that is, as the occasion arises, paid out by the liability insurer of the Client.
The Supplier is held to take out all required insurances in accordance with the statutory schemes that are applicable in the country where the Goods are delivered and/or the Services are supplied to cover the risks on account of this article in order that the Supplier can, as the occasion arises, rely on indemnification by the Supplier. On demand of the Client the Supplier provides insight into the relevant policies.
The Supplier must see to it that, in accordance with the statutory schemes that are applicable in the country where the Goods are delivered and/or the Services are supplied, any and all tax and national insurance contributions are paid in a timely fashion, that the correct, required declarations are available, and that all other obligations that may apply in the legal, tax or social area or in the area of the environment are complied with, all in the broadest sense of the word.

Article 15. Transfer of title and risk

Up to the moment of completion of the Delivery / Supply the Goods and/or the Services are at the risk and expense of the Supplier.
The title of the Goods transfers to the Client as soon as the Delivery of the Goods at the location(s) specified by the Client was completed in conformity with the relevantly applicable delivery and takeover protocols.

Article 16. Reputation, confidentiality, and prohibition on disclosure

The Parties see to it that they shall not prejudice each other’s reputation and each other’s objectives and interests.
The Supplier shall observe confidentiality with regard to any and all information, documentation, data, etc., jointly referred to as: the ‘Information’, that are related to the Client or that were obtained from the Client. The Supplier commits to handle any and all Information directly and/or indirectly obtained from the Client as confidential and not to use the said Information for any purposes other than the implementation of the Agreement. The Supplier shall not make this Information available to third parties, barring if so required for the implementation of the Agreement and the Client gave written consent to this. The Supplier guarantees that employees and auxiliary persons (relied on or to be relied on by the Supplier) or advisers observe the same confidentiality.
The Supplier is not allowed to use the name of the Client in publications, advertisements or in any other way, unless the Supplier received written consent from the Client for this.
Barring if and to the extent statutorily or otherwise required, without prior written consent of the Client the Supplier shall not provide any Information to the press or make any other public statements or otherwise provide Information with regard to the content of this Agreement.
In case of a breach of the previous paragraphs of this article the Supplier shall forfeit an immediately claimable penalty, not subject to (judicial) moderation, of € 1,000.00 (in words: one thousand euros) per breach and also per day as long as the breach continues, without prejudice to the other rights of the Client. The amount of the penalty is immediately paid by the Supplier without costs on demand of the Client. The Client can set the penalty payable to the same off against payments, on any account whatsoever, that the Client is liable to pay to the Supplier.
The provisions laid down in this article remain applicable up to five years after the termination of the Agreement.

Article 17. Packaging

Upon Delivery on location the Supplier is responsible for the processing respectively the destruction of (transport) packaging materials.
Upon Delivery at the warehouse of the Client the delivered Goods must be stored in the original (transport) packaging materials.
If packaging materials are processed or destroyed by the Client at the request of the Supplier then this shall take place at the risk and expense of the Supplier.
The Client is at all times entitled to return (have returned) (transport) packaging materials at the risk and expense of the Supplier.

Article 18. Termination

The Client is authorised to terminate the Agreement early at a reasonable notice period by means of a registered letter or bailiff’s notification sent to the address of the Supplier. In case of early termination the Client shall not be liable to pay the Supplier any compensation.

Article 19. Safety, health, and the environment

The Supplier observes all applicable legislation and regulations regarding safety, health, and the environment.
Potential company rules, regulations, and rules of the Client in the area of safety, health, and the environment must be followed by the Supplier. A copy of these company rules, regulations, and rules shall, if so requested, forthwith be made available to the Supplier by the Client.

Article 20. Staff

For the purpose of this article staff is understood as employees of the Supplier who are deployed by the Supplier for the implementation of (a part of) this Agreement. Deployed staff also includes a Third Party (Third Parties) relied on by the Supplier.
Staff deployed by the Supplier must be in possession of the required professional knowledge, diplomas, and certificates. The Parties establish, if so desired, potential conditions in the Agreement.
The Supplier sees to it that the activities established in the Agreement can continue in case of sickness, holidays or absence for any reason whatsoever of the Supplier and/or the staff deployed by the Supplier.
The Supplier sees to it that sufficient members of staff are at all times deployed for the performance of (additional) activities.
The Supplier declares to be informed of the potential company rules, regulations, and rules of the Client and of Third Parties potentially relied on by the Client for the implementation of the Agreement. A copy of these potential company rules, regulations, and rules is, if so desired, forthwith made available to the Supplier by the Client. The Supplier commits, and guarantees, that deployed staff accepted the aforementioned company rules, regulations, and rules.
During the stay at the premises and/or in the building where the Agreement is implemented the deployed staff of the Supplier must:
follow any and all regulations in the area of safety and the environment, given by the security staff and/or functionaries of the Client;
if so requested provide ID to the security staff and/or functionaries of the Client;
take all potential precautionary measures in order to prevent bodily harm to people and/or damage to goods.

In case of non-compliance with instructions and/or (safety) regulations by deployed staff of the Supplier the costs and/or damages deriving there from are charged to the Supplier and the staff deployed by the Supplier may be denied access to the premises and/or the building of the Client.

In case of objections of the Client regarding the conduct of deployed staff, the Client is expressly entitled to reject the staff and the Supplier shall forthwith provide for replacement, without charging additional costs.
If members of staff of the Supplier are guilty of theft, destruction or unauthorised use of properties of the Client or of the client that the Agreement is related to then the relevant person is with immediate effect denied further stay at and access to the building. In addition the Client shall report this to the police.

Article 21. Building and premises

Before starting the implementation of the Agreement the Supplier must familiarise itself with the circumstances at the premises and/or in the building where the activities are to be performed. The Supplier sees to it that its presence at the premises and in the building do not hinder the undisturbed continuation of the activities of the Client and third parties in any way whatsoever.
Costs of delays in the implementation, due to the circumstances at the premises and in the building where the Agreement is implemented, are at the risk and expense of the Supplier, unless the latter can rightly rely on force majeure.

Article 22. Vicarious tax and recipients’ liability

In order to avoid vicarious tax and recipients’ liability in pursuance of the applicable legislation, the Client is authorised, after notification thereof to the Supplier, to transfer the tax (turnover and income tax) part and/or the contribution component of each invoice to a G account opened or yet to be opened by the Supplier. If a G account is not available then the Client can pay (part of) the invoice through direct remittance to the account of the Dutch Tax Authorities and/or the implementing agency, stating a reference to be provided by the Supplier. If and to the extent that the Supplier is addressed on account of the Dutch Collection of State Taxes Act or in pursuance of the Dutch Social Security (Coordination) Act or in pursuance of any future legislation on this point then the Supplier shall not recover from the Client.
In addition to the provisions laid down in article 22.1 the Supplier is held to provide the Client with any and all relevant information and data. The Supplier indemnifies the Client against and shall fully compensate the same for any and all claims of the tax and/or social security authorities and/or of Third Parties regarding taxes, national insurance contributions, and imposed fines and interest in connection with the implementation of the present Agreement.
If the Client is held liable pursuant to the statutory rules of the Dutch Vicarious Tax Liability Act or pursuant to the rules regarding the hiring of labour or is otherwise held liable for national insurance contributions and tax payable by the Supplier and/or third parties as a result of the Agreement then the Client shall always be entitled to deduct the amounts payable pursuant to the said legislation from each and very amount payable by the same to the Supplier and/or third parties in order to pay these amounts directly to the relevant authorities. Payment of these amounts to the relevant authorities shall release the Client from payment vis-à-vis the Supplier and/or third parties.

Article 23. Communication

The Parties shall provide each other, on demand, with any and all data required for a proper course of affairs. The Parties shall consult with each other in order to discuss the progress and the performance of the activities. Arrangements about the frequency are established by the Parties in the Agreement.
The Supplier sees to it that it is at all times available in case of contingencies.

Article 24. Dutch Personal Data Protection Act

If the Supplier is a natural person then upon conclusion of the Agreement the Supplier gives, through signature thereof, the Client consent to include / process the personal data of the Supplier in a (data) file.

Article 25. Invalidity

If and to the extent that a provision of the Agreement is invalid or does not (no longer) appear to be legally valid then the Agreement shall, in terms of the remainder, remain in full force and effect. The Parties shall then enter into discussions about the provisions that are not legally valid in order to agree on an alternative that is legally valid and that is best in line with the provision to be replaced.

Article 26. Applicable law and disputes

Dutch law is exclusively applicable to the Agreement, of which these General Purchase Terms and Conditions form part, as also to any and all disputes that may derive from the same. The Vienna Sales Convention is expressly not applicable.
The Parties shall make an effort to solve disputes as much as possible in an amicable manner.
Disputes on the basis of the Agreement or the implementation thereof, which cannot be solved amicably, shall exclusively be brought to the cognisance of the competent court of the District Court in ‘s-Hertogenbosch in the Netherlands.