general terms and conditions of WRT B.V.

General terms and conditions of WRT B.V., having its registered office at (1077 ZX) Amsterdam, The Netherlands, Strawinskylaan 3067 (Chamber of Commerce and Industry number 34246050) as filed with the Chamber of Commerce and Industry for Amsterdam, the Netherlands, on 7th October 2015.

Article 1: Definitions

  1. In the present general terms and conditions, the following terms are used in the sense given below, unless explicitly indicated otherwise.
    • WRT: WRT B.V. and all its affiliate and subsidiary companies, amongst others acting as seller and/or provider of services.
    • Activities: activities as described in an Agreement, or Offer including, but not limited to, the delivery of Goods, the rendering of Services and any related advices.
    • Affiliate: means a legal entity controlling or controlled by that Party, by direct or indirect ownership.
    • Agreement: means the Contract including these General Terms and Conditions concluded between WRT B.V. and the Customer.
    • Contract means any contract document and its appendices relating to the Sale and/or Purchase of Goods and/or Provision of Services.
    • Customer: means the Party contracting with WRT B.V. for the procurement of Goods and Services.
    • Incoterm means standard International commercial terms “Incoterms” latest version of the International Chamber of Commerce (ICC), incorporated in the Agreement by reference.
    • Goods: means the Goods to be delivered by WRT to the customer and any related advices., pursuant to the terms and conditions, quality and details as specified in the Contract.
    • Offer: means a explicit proposal to enter into an Agreement, which, if accepted, completes the Agreement and binds both WRT and the Customer accepting the offer to the terms of the Agreement.
    • Parties: means both WRT and customer together.
    • Services: means the services to be provided by WRT to the customer, and any related advices, pursuant to the terms and conditions, and details as specified in the Contract.
    • VAT: means any Value Added Tax or any analogous thereto but excluding any statutory late payment interest or penalties.

Article 2: General

  1. The stipulations of the present general terms and conditions of WRT B.V. apply to each and every Offer made by WRT to Customer and to each and every Agreement between WRT and Customer, and to all Activities of WRT, including when such Activities are performed by third parties acting on behalf of WRT at the request of Customer.
  2. Any deviation from these present terms and conditions can only be authorised in writing by President and/or Chief Executive Officer of WRT B.V.
  3. The applicability of the general conditions of the Customer will not be accepted by WRT and are hereby expressly rejected
  4. If one or more stipulations and/or paragraphs in the present general terms and conditions should be adjudged null and void or declared null and void or not binding by an appropriate authority, then the other stipulations and/or paragraphs of the present general terms and conditions shall remain fully applicable. The parties to this Agreement shall make timely best efforts to replace the null and void or non-binding stipulations and/or paragraphs with alternative, permitted stipulations and/or paragraphs that represent the intended purpose of the former as much as possible.

Article 3: Offers or Tenders

  1. Any Offers made by WRT shall be free of obligation until an Agreement with Customer is formed. An Offer shall be valid for a period of thirty days, unless indicated otherwise. WRT shall only be bound by the terms of an offer if the acceptance thereof is confirmed in writing by Customer within the period of validity of the Offer.
  2. The prices given in any Offers shall be exclusive of VAT and other government levies, and are exclusive of shipment costs and possible packaging and administration costs, unless explicitly stated otherwise.
  3. lf Customer makes any form of qualified acceptance of WRT’s offer, WRT shall not be bound by it. Any such response from Customer shall be deemed to represent a counter-offer to WRT. Unless, and to the extent that, WRT agrees in writing to accept Customers counter-offer, WRT’s original Offer shall prevail during its period of validity - following which it will expire.
  4. A compound Offer shall not be segmented or fragmented. WRT shall not be obiged to perform only part of a compound Offer for part of the consideration.
  5. Offers that are also based on third party offers (such as freight quotations, stowage charges and the like), or that are subject to price fluctuations, shall always be subject to market availabiity and pricing at the time of contract execution, even when this does not explicitly appear in the Offer description.
  6. Offers are time and place specific and shall not apply automatically to repeat orders unless specifically agreed in writing by WRT in each case.
  7. WRT shall be entitled, amongst others, to pass on price increases to Customer if changes in costs have occurred between the moment the offer was made and the moment of execution of the Agreement with respect to, (e.g., exchange rates, salaries and wages, raw material, semi-finished products or packaging material ...)
  8. In case of unforeseen circumstances that are of such nature that, according to criteria of reasonableness and fairness, Customer cannot expect the Agreement to be maintained unchanged, WRT shall have the right to alter the prices and work and/or to dissolve the Agreement with Customer, fully or partly, without judicial intervention and without being obliged to pay compensation for any loss or damage of whatsoever nature.

Article 4: Performance of the activities

  1. WRT shall fulfil its obligations under the Agreement to the best of its knowledge and ability.
  2. WRT has the right to have the Activities, or parts thereof, performed by third parties.
  3. Customer shall see to it that WRT shall be provided in due time with all data which WRT has stated to be necessary, or which Customer must in all reasonableness understand to be necessary, for the efficient fulfilment of the obligations of WRT under the Agreement. If WRT has not been provided in due time with the data necessary for the efficient fulfilment of the obligations of WRT under the Agreement, WRT shall have the right to suspend its obligations under the Agreement and/or to charge Customer for the additional costs resulting from the delay at the generally accepted rates. The obligation to deliver shall never commence before such data have been made available to WRT by the Customer, also in case of an agreed delivery period.
  4. If it has been agreed that the execution of the Agreement shall occur in installments, WRT shall be entitled to require Customer to provide a written acceptance of satisfactory delivery of each installment. WRT shall be entitled to suspend, without penalty, any further installment deliveries until written acceptance of prior deliveries has been received.
  5. If WRT or third parties engaged by WRT, perform work within the scope of the Agreement at Costumer's site, or at a site designated by Customer, Customer shall ensure that such personnel are provided with all necessary site access, site authorisations, permits to work, and appropriate site training and supervision – including notably, but without limitation, with respect to site health, safety and environmental management systems and practices.

Article 5: Delivery of Goods & Transfer of Risks

  1. Delivery of Goods sold shall be made ex works/store/warehouse of WRT (as per latest version of the Incoterms), unless Parties have agreed otherwise in writing. In the event of inconsistency between Incoterms and any other provisions of the Agreement, the Agreement shall prevail.
  2. Customer shall be held to take delivery of the Goods at the moment that WRT delivers them to Customer or has them delivered, or the moment at which the Goods are put at Customers disposal under the Agreement. WRT shall be deemed to have delivered the Goods once they have been made available to Customer or to a carrier on behalf of Customer.
  3. lf Customer refuses to take delivery or fails to give the information or instructions necessary to enable the delivery, WRT shall be entitled to store the Goods at Customer’’s risk and expense.
  4. Further to Article 5.3 above, WRT is entitled to charge Customer the full amount of any additional cost incurred for services rendered in connection with the delivery of Goods.
  5. Recognising the importance of timely delivery of Goods and Services to Customer, WRT shall make best efforts to meet its proposed delivery deadlines.
  6. However, no warranty is given, or should be implied, with respect to the timeliness of WRT’s delivery performance. Late delivery of Goods shall not constitute grounds for claims for breach of contract. Notice of any actual or perceived late delivery should be made by Customer to WRT in writing.

  7. In addition to Article 4.4, when WRT delivers Goods in instalments, WRT shall be entitled to invoice the delivery of each installment separately. Article 4.4. of these general terms and conditions applies and remains unchanged.

Article 6: Samples & Models

lf a sample or model has been given to Customer, then the assumption is that such has been given by way of indication only, unless Parties agree explicitly that the Goods to be delivered shall be of like kind and quality.

Article 7: Inspection, Complaints & Notices

  1. Customer shall examine, or cause to have examined, the Goods at the moment of delivery or, failing that, no later than three working days after receipt of the Goods. Customer should examine and check that the quality and the quantity of the delivered Goods comply with the terms of the Agreement. Customer shall ensure that disputed Goods will immediately be segregated for inspection.
  2. Possible visible shortcomings must be communicated by Customer in writing and in detail, to WRT within three days following receipt of the goods. Non-visible shortcomings must be communicated by Customer immediately following their detection but no later than eight days after they reasonably should have been discovered by Customer. Notifications received later than these notification periods will have no effect. Failure by Customer to respect these notification periods will result in the loss of any right of Customer to claim for any loss or damage of whatsoever nature, direct or indirect, from WRT. Customer shall not be entitled to make any claim against WRT relating to a lack of conformity.
  3. Customer undertakes to record all samples taken and, if not forwarded in accordance with WRT’s instructions, to store them (or have them stored) in appropriate places to be determined by WRT. Failure by Customer to respect these sampling instructions will result in the loss of any right of Customer to claim for any loss or damage of whatsoever nature, direct or indirect, from WRT. Customer shall not be entitled to make any claim against WRT relating to a lack of conformity.
  4. The communication of a complaint by Customer shall not effect the obligation of Customer to effect payment for the Goods purchased.
  5. WRT is entitled to replace the disputed Goods within a reasonable period of time.

Article 8: Changes to the Agreement and/or Activities

  1. If Parties agree that the Activities needs to be changed and/or supplemented, WRT shall inform Customer as soon as reasonably possible of any estimated impact that such change and/or supplement may have on future delivery dates.
  2. IShould the mutually-agreed change and/or supplement to the Activities have any financial and/or qualitative consequences, WRT shall inform Customer thereof as soon as practicable, and before the change and/or supplement to the Agreement is effected.
  3. IIf a fixed rate has been agreed upon then WRT shall indicate the degree to which the change and/or supplement to the Activities will result in an increase or decrease of said fixed rate.

Article 9: Payment and interest

  1. Payment must be made within 14 days from the date of issuance of WRT’s invoice, in strict adherence to the payment instructions described in the invoice, free of any set-off, counterclaim or deduction. Any counter claim or dispute shall under no circumstance release Customer from the payment obligation.
  2. If Customer fails to respect the payment terms as stated on the invoice, then Customer shall be considered to be in legal default. In such case, Customer shall owe interest at a rate of 1% per month unless the statutory interest rate of article 6:119a Dutch Civil Code is higher, in which case the statutory interest rate of article 6:119a Dutch Civil Code shall apply. The interest on the amount due and payable shall be calculated as from the day Buyer is in default until the moment Customer has paid the amount in full.
  3. In case of overdue payment, all Customer's payment obligations shall fall immediately due and payable, irrespective of whether WRT has issued invoices for all invoicable work performed to date.
  4. WRT’s claims against Customer shall become due on demand in the event that Customer is wound up, declared bankrupt, or if a suspension of payment is granted or in case assets of Customer are legally seized.
  5. WRT shall be entitled to apply any payments made by Customer first to settle all costs incurred by WRT, secondly to settle all interest due, and finally to settle any outstanding principal sums. WRT shall have the right - without being considered to be in default - to refuse an offer for payment if Customer designates a different sequence of attribution. WRT shall be entitled to refuse full payment of the principal sum if such payment does not include all outstanding interest due, and a full reimbursement of Seller’s costs.
  6. Customer shall, upon WRT’s demand, provide adequate collateral security in the form required by WRT to cover the financial obligations of Customer to WRT. Such collateral security shall be adjusted as and when necessary to cover fully all outstanding financial obligations. To the extent that Customer does not comply with such requirement, WRT shall have the right to suspend the performance of its obligations under the Agreement. WRT shall have the right to draw under the collateral security in case Customer does not fulfil its financial obligations to WRT.
  7. Without prejudice to any other rights in the event of non-payment of any sums outstanding on the due date, WRT shall have the right to postpone or cease deliveries to the Customer in case of non-payment.

Article 10: (extra-)judicial costs

  1. If, in the case of overdue payment, WRT needs to take action in order to collect the principal amount due, the amount of the claim of WRT against Customer shall be increased, in addition to all interest and penalties already due, and without prejudice to any judicial penalties that may later be awarded in favour of WRT, with all extra-judicial costs.
  2. In deviation of article 6:96 paragraph 4 Dutch Civil Code, the amount of extra-judicial costs shall be set at a minimum of 10% of the principal amount due, such with a minimum of EUR 250,-, unless the actual extra-judicial costs are higher.

Article 11: Retention of Title (“Eigendomsvoorbehoud”)

  1. All Goods delivered by WRT to Customer, shall remain WRT’s property until Customer has fully settled the purchase price for all these Goods. If WRT has, within the framework of the Agreement(s), carried out Activities in favour of Customer to be compensated by Customer, the aforementioned retention of title shall apply until such time that Customer has fully discharged its obigations to settle all invoices, claims, outstanding interest and collection costs incurred by WRT.
  2. In respect of claims against Customer other than those mentioned above under aticle 11.1, Customer shall, upon WRT‘s demand, instantly cooperate in the establishing of a non-possessory pledge (“Bezitloos Pandrecht”) upon all Goods WRT has delivered to Customer.
  3. If WRT has one or more claims against Customer other than those claims mentioned in article 11.1, any payment received from Customer shall first be applied to settle those other claims.
  4. Customer shall not be authorised to pledge or encumber in any way the Goods falling under the retention of title.
  5. In case Goods, delivered by WRT to customer and subject to retention of title, are seized by third parties or in case third parties wish to establish or assert proprietary rights to goods delivered by WRT to customer and subject to retention of title, Customer shall inform WRT thereof as soon as reasonably possible.
  6. Customer is obliged to mark Goods delivered by WRT to Customer and that are still under retention of title or non-possessory pledge as property or pledge of WRT.
  7. In the event that WRT wishes to exercise it’s ownership rights mentioned in this Article 11, Customer shall give WRT, or third parties appointed by WRT, unconditional and irrevocable permission to access all sites and locations where WRT’s property might be found and to take these Goods back.

Article 12: Guarantee of product specification

  1. WRT shall guarantee that the Goods to be delivered shall meet the agreed specifications and that the Goods shall be free of defects. The guarantee shall only apply to Goods that have not irreversibly become mixed or fused with other products.
  2. WRT explicitly does not give any guarantee regarding the results of treatment (injection, doping, mixing and/or fusion) of a product, belonging to Customer or other parties, with Goods (whether or not delivered by WRT), and regardless of whether the treatment is carried out by or pursuant to instructions and/or advice of WRT.
  3. The guarantee mentioned under Article 12.1 shall be valid for a period of three months following delivery, unless it concerns Goods for which a “best before date” has been established and the “best before date” expires earlier than three months following delivery. In such cases, the guarantee only applies until the “best before date”.
  4. If the delivered Goods do not meet the agreed specifications and/or are not free of defects, WRT’s remedy to Customer shall be limited to timely replacement of Goods within the agreed specifications and fit for purpose.
  5. The guarantee mentioned under Article 12.1 shall in any event not apply if, amongst others:
    • Customer has not timely provided WRT with all information required by WRT and requested by WRT in order to deliver Goods that are defect-free;
    • the defect originated as a result of government regulations regarding the nature, quality and/or composition of the Goods.
    • Customer has determined the composition of the Goods;
    • the defect originated as the result of injudicious or improper use, or when Customer or third parties have introduced changes, or tried to introduce changes, to the Goods without WRT’s written consent, or if they have used it for purposes for which the Goods was not intended. Goods sold by WRT are intended to be used exclusively by Customer on the terms as indicated by WRT;
  6. The liability of WRT for loss and/or damage of whatsoever nature, directly and indirectly including but not limited to loss of use or loss of profits suffered by Customer due to WRT’s breach of the Guarantee set out above, is governed by the liability regime laid down in Article 15 of these General Terms & Conditions (“Liability and Indemnity”).

Article 13: Suspension & Dissolution

  1. WRT shall have the right to suspend the fulfilment of the obligations, wholly or partially, under the Agreement or to dissolve the Agreement without the intervention of a court, without notice of default and without any obligation of WRT under the guarantee or obligation to pay compensation, in the event that:
    • Customer does not fulfil, or does not fully fulfil, its obligations as set out in the Agreement.
    • After the Agreement has been concluded, WRT learns of circumstances giving good ground to fear that Customer will not fulfil its obligations.
    • WRT ends up in a situation in which fulfilment of the order cannot reasonably be demanded from it.
    • Customer files a request for the suspension of payments, if the suspension of payments is granted, if a petition for bankruptcy of Customer is submitted or if Customer is declared bankrupt.
    • an actual or prospective change in the organization, control or management of the Customer has taken or will take place.
    • Customer does not provide adequate collateral security as per article 9.6 or in case Customer withdraws the collateral security as provided.
  2. WRT shall furthermore have the right to dissolve the Agreement (have the Agreement dissolved) prematurely, without intervention of a court of justice, if
    • Customer is late with regard to payment or is, in some other way, imputably in default with regard to the fulfilment of its obligations, including obligations of previous Agreements;
    • circumstances arise of such a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness.
  3. In the event of dissolution of the Agreement by WRT, the dissolution will have immediate effect and WRT is entitled to reclaim Goods which are the property of WRT and which may still be in the possession of Buyer.
  4. If the Agreement is dissolved, WRT’s outstanding claims against Customer shall be forthwith due and payable. If WRT suspends fulfilment of its obligations, WRT shall nonetheless retain its rights under the law and the Agreement.

Article 14: Return of Goods Put at Buyer's Disposal

  1. If WRT has put Goods at Customer's disposal during and in connection with the execution of the Agreement, Customer shall be held to return the delivered Goods within fourteen days after termination of the Agreement in their original state, free of defects and in their entirety. If Customer fails to fulfil this obligation, all resulting costs shall be at Customer's expense.
  2. If, for any reason whatsoever, Customer still remains in default to fulfil the obligation mentioned under Article 14.1 after being warned to do so, WRT shall be entitled to recover the resulting damage and costs, including replacement costs, from Customer.

Article 15: Liability & Indemnity

Notwithstanding any other terms and conditions of the Agreement, it is the express intent of WRT and Customer that the following liability and indemnity provisions apply:

  1. WRT’s liability to Customer, and to any of Customer’s employees, agents, contractors, subcontractors and service providers, for direct loss or damage shall be limited to twice the amount stated on the invoice for the goods and/or services and/or or advice in question, and in any case always limited to a maximum amount of €20,000.00 (In words: Euro twenty thousand) per incident or incidents arising out of the same cause.
  2. WRT shall never be liable to Customer, nor to any of Customer’s employees, agents, contractors, subcontractors and service providers, for any indirect loss or damage of whatsoever nature, including but not limited to consequential damage, loss of profit, lost savings, losses due to delays, and damage due to business interruption.
  3. The limitation of liability and exclusion of liability set out under Article 15.1 and 15.2. above shall not apply in the event that Customer proves that the loss or damage was (a) caused deliberately by intentional act (“opzet”) of WRT or its management (“bedrijfsleiding”) or (b) was caused by acts of such willfull recklessness (“bewuste roekeloosheid”) of WRT or its management (“bedrijfsleiding”) .
  4. Customer shall release, defend, indemnify and hold WRT harmless against any and and all claims, demands, or causes of action filed by or on behalf of third parties in connection with the execution of the Agreement by WRT, the Performance of Activities by WRT, and/or in connection with delivered Goods and/or Services rendered (such as but not limited to treatment of products with Goods) and/or in connection with advice rendered.

Article 16: Sanctions, warranty and indemnity

  1. Customer warrants to WRT that neither the transportation of the Goods as arranged by Customer nor the delivery of the Goods by Customer to any other third parties will expose WRT, to any sanction, prohibition or penalty (or any risk of sanction, prohibition or penalty) whatsoever imposed by any state, country, international governmental organization or other relevant authority (collectively "Sanctions") by any reason whatsoever, including but not limited to the content of the Goods, any insurance of the Goods taken out by the Customer or any other person with an interest in the Goods, the destination of the Goods, the intended consignee of the Goods or the purchaser or end user of the content of the Goods.
  2. Customer shall release, defend, indemnify and hold WRT harmless against all loss, damage, fines and expenses whatsoever, including but not limited to exposure of WRT to any Sanctions arising or resulting from any non-declaration or illegal, inaccurate and/or inadequate declaration in respect of the Goods by or on behalf of the Customer or from any other cause in connection with the Goods for which the Customer is responsible.
  3. If it appears, in the reasonable judgment of WRT that the the transportation of the Goods or the delivery of the Goods by Customer to any other third parties may expose WRT or their employees, servants, agents, contractors, subcontractors and/or service providers and/or or any other third parties WRT has engaged, to any Sanctions or risk of of Sanctions, then WRT may refuse to deliver the goods to Customer.

Article 17: Force Majeure

  1. The Parties shall not be held to fulfil any of their obligations if they are hindered to do so due to a circumstance through no fault of their own and which cannot be attributed to them by virtue of law, a Iegal action or generally accepted practice.
  2. In addition to the provisions of the law and the case law in this respect, force majeure shall in the present general terms and conditions furthermore be understood to be any external circumstance, be it envisaged or not, on which WRT cannot have any influence but which prevents WRT from fulfilling his obligations. Circumstances of force majeure amongst others include, but are not limited to: fire, explosion, strikes at other companies than that of WRT, wildcat strikes or political strikes at WRT’s company, a general lack of required raw materials and other goods or services required for bring about the agreed goods or services, unforeseeable stagnation at suppliers or other third parties on which WRT depends, general transport problems, unforeseen government measures, natural disasters, war situation, moles and nuclear disasters.
  3. WRT shall also be entitled to invoke force majeure if the circumstance resulting in the impossibility to fulfil the (further) obligations, commences after the point in time on which WRT should have fulfilled his obligation.
  4. Throughout the duration of the circumstances of force majeure, the Parties shall be entitled to suspend the fulfilment of their obligations. If this period lasts far more than two months either of the Parties shall be entitled to dissolve the Agreement without any obligation to pay any form of direct or consequential damages to the other Party.
  5. Insofar WRT has already partially fulfilled its obligations under the Agreement at the moment the circumstance of Force Majeure commenced, WRT shall be entitled to invoice the Customer for the goods delivered and/or services provided. Customer shall be held to pay this invoice as if it were a separate Agreement.

Article 18: Intellectual Property & Copyrights

  1. Without prejudice to the other stipulations of the present general terms and conditions, WRT shall reserve the rights, remedies and privileges to which WRT is entitled under the Copyright Act.
  2. Customer shall not be allowed to introduce changes to the Goods and material provided unless the nature of the delivered Goods and material dictates otherwise or if agreed upon otherwise in writing.
  3. The designs, sketches, drawings, films, software and other material or (electronic) files, produced by WRT within the framework of the Agreement, shall remain WRT’s property, irrespective whether they have been handed over to Customer or to third parties, unless agreed upon otherwise in writing.
  4. All documents, such as designs, sketches, drawings, films, software, (electronic) files, etc., provided by WRT, shall be destined to be used by Customer exclusively and must not be reproduced, made public or brought to the notice of third parties by Customer without prior consent from WRT, unless the nature of the documents provided dictates otherwise.
  5. WRT shall reserve the right to use the knowledge gained due to the execution of the work for other purposes, in so far no confidential information shall be brought to the notice of third parties when doing so.
  6. Customer shall indemnify, defend and hold harmless WRT against claims filed by third parties concerning alleged or actual breach of intellectual property rights on material or data provided by Customer, which shall be used for and during the execution of the Agreement.
  7. If Customer provides WRT with information carriers, electronic files or software etc., the former shall guarantee that said information carriers, electronic files or software are free of viruses and defects.

Article 19: Secrecy

  1. Each party shall treat professional information and experience gained from the other party as strictly confidential. Parties shall make best efforts to ensure that data of the other party will not be accessible to third parties. Upon the termination of the Agreement each party shall return the documentation received from the other. Each party shall impose an obligation to secrecy upon its employees and other individuals engaged in the performance of the obligations under this Agreement. This provision shall survive the termination of the Agreements.
  2. Article 19.1 shall not apply to information:
    • acquired from a third party with the right to divulge the same;
    • required to be disclosed by judicial or administrative process or by other requirements of law or any binding judgement or order;
    • reasonably required to be disclosed in confidence to the professional advisers of either Party for use in connection with the transactions and matters contemplated by this Agreement or related thereto;
    • which is or becomes within the public knowledge (otherwise than through the default of the disclosing Party concerned).
  3. If a statutory provision or a judicial decision compels WRT to convey confidential information to third parties designated by law or by the court and WRT cannot for that purpose invoke a legal right to refuse to give evidence or such a right acknowledged or allowed by the competent court, WRT shall not be held to pay damages or compensation and the opposite party shall not be entitled to demand the dissolution of the Agreement on the ground of any damage resulting from said circumstance.

Article 20: Non-employment of the Opposite Party's Personnel

Throughout the duration of the Agreement and for one year following termination thereof, Customer shall not in any way, hire or employ in any other way, be it directly or indirectly, staff of WRT or of enterprises whom WRT has engaged to execute the present Agreement and who are (were) involved in the execution of the Agreement, without prior proper businesslike consultation on this matter, all this in accordance with the requirements of reasonableness and fairness.

Article 21: Prescription

  1. Any claims of Customer by virtue of the Agreement which are related to and/or result from this Agreement will lapse and shall become void by prescription by the mere lapse of twelve months unless the claim has been brought by Customer before the competent court in accordance with Article 23.
  2. The period of 12 months will commence on the day after the day on which the good and/or services were delivered, should have been delivered or, in the absence of that, as of the day after the day on which the claim became due and payable.

Article 22: Third Party Clause

The provisions contained herein regarding exclusion and limitation of liability as well as regarding WRT’s indemnity and termination/prescription of the right of action shall also apply to and on behalf of WRT’s employees and of any third parties WRT has engaged including but not limited to agents, contractors, subcontractors and or service providers as well as of the employees of such third parties.

Article 23: Disputes

  1. Any and all disputes between WRT and Customer will be settled exclusively by the competent court in Amsterdam, the Netherlands, to the exclusion of any other court. However, WRT remains entitled to submit the dispute to the court that would have been competent pursuant to the rules of law.
  2. Parties shall only refer the matter to the court if they have done their utmost to solve the dispute in mutual consultations. Parties shall immediately give notice in writing to the other party of any dispute, controversy or claim arising out of or in connection with the Agreement, including the validity, breach, amendment or termination thereof. Parties shall meet and endeavour to resolve the dispute between them within 30 (thirty) days after such notice.

Article 24: Applicable Law

Any Agreement and legal relation between WRT and Customer will be governed by the law of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (1980 - Vienna Sales Convention) shall not apply to the Agreement and shall be explicitly excluded.

Article 25: Interpretation of the Terms & Conditions

  1. The English version of these general terms and conditions prevails at all time in case of disputes with regard to the interpretation and purpose of these terms and conditions. Legal concepts are defined as they are in the Dutch legal system.
  2. The version of the Terms and Conditions valid at the time the Agreement was concluded shall apply.