General Terms and Conditions of Sale and Delivery of Vriesoord Trucks B.V., ’s-Hertogenbosch (Chamber of Commerce no. 59394366)

In these Terms and Conditions of Sale and Delivery, the following terms shall have the meanings set out below:

Vriesoord: Vriesoord Trucks B.V. and the group as referred to in Section 2:24b of the Dutch Civil Code (BW) to which Vriesoord Trucks B.V. belongs, excluding Groothandel P.A. van den Oord & Zn. B.V.;

Customer: the purchaser or principal;

Agreement: the obligation between Vriesoord and the Customer pursuant to which the parties undertake to sell and purchase, respectively, or pursuant to which Vriesoord undertakes towards the Customer to perform services as contractor (opdrachtnemer) or to perform work as contractor (aannemer);

Delivery: the moment at which goods are made available by Vriesoord to the Customer;

Auxiliaries: all persons engaged by Vriesoord in the performance of the Agreement, other than employees of Vriesoord;

Force Majeure: any circumstance beyond the will and control of Vriesoord, whether or not foreseeable at the time of entering into the Agreement, as a result of which performance cannot reasonably be required from Vriesoord, including but not limited to import and export restrictions, governmental measures, shortage of raw materials, factory or transport disruptions of any nature, strikes, lockouts or shortage of personnel, quarantine, trade bans, war and/or threat of war, terrorist actions and/or (threatened) attacks, epidemics, frost-related work stoppages, failure by suppliers or by third parties engaged by Vriesoord for the performance of the Agreement, late delivery by the Customer of cargo that the Customer wishes to transport by means of the purchased goods;

Business Days: all calendar days excluding Saturdays, Sundays, and the Christian and national public holidays recognised in the Netherlands;

Party/Parties: Vriesoord and/or the Customer.

1. The General Terms and Conditions of Sale and Delivery of Vriesoord shall apply to all quotations issued by Vriesoord, to all agreements to which Vriesoord is a party, and to all other factual acts and legal acts performed by Vriesoord in the performance of the agreement, including negotiations between the parties relating to such agreements.
2. Contrary to Section 6:225 paragraph 3 of the Dutch Civil Code (BW), deviations from Vriesoord’s General Terms and Conditions of Sale and Delivery shall only be valid if and insofar as expressly agreed in writing between the parties. A general reference to other terms and conditions in documents of the Customer shall not constitute an agreed deviation from these Terms and Conditions of Sale and Delivery.
3. The applicability of the Customer’s general terms and conditions is expressly excluded
4. If these General Terms and Conditions of Sale and Delivery have once been validly declared applicable to a particular agreement, the most recent version of these General Terms and Conditions of Sale and Delivery shall also be deemed applicable to all subsequent agreements between the same parties, unless otherwise agreed in writing.
5. The Customer may not assign or transfer to third parties any rights and obligations arising from agreements between Vriesoord and the Customer, unless Vriesoord has given its prior written consent.
6. If one or more provisions of these Terms and Conditions or of an agreement with the Customer are or become invalid or not fully legally valid, the remaining provisions shall remain in full force and effect. The invalid provisions shall be replaced by an appropriate provision that, in a legally valid manner, most closely reflects the intention of the parties and the economic result pursued by them.

1. All offers are made without obligation and are based on performance of the agreement under normal (working) conditions, during Business Days, and in accordance with the information provided by the Customer at the time the agreement is concluded, unless otherwise agreed in writing.
2. All offers shall be valid for a period of fourteen (14) days, unless otherwise agreed in writing.
3. An offer that includes a period of validity may nevertheless be revoked by Vriesoord, even after receipt of the order and/or instruction, provided such revocation takes place within five (5) days after receipt of the order and/or instruction.
4. If the Customer provides information to Vriesoord, Vriesoord may rely on the accuracy and completeness of such information and shall base its offer thereon.

1. An agreement shall be concluded subject to the suspensive condition that Vriesoord has approved and confirmed the order and/or instruction in writing, or has commenced performance of the order and/or instruction.
2. Instructions and acceptances by the Customer shall be irrevocable. The Customer shall only be entitled to cancel or amend an order or instruction with the consent of Vriesoord.
3. Vriesoord shall at all times be entitled to terminate negotiations with the Customer and/or to reject, in whole or in part, an order placed by the Customer within twenty-four (24) hours after receipt thereof, without stating reasons and without being liable for any compensation or damages.
4. All (price) statements, advertisements, images and other indications and descriptions of the goods have been prepared with due care; however, Vriesoord does not warrant that no deviations may occur.
5. Vriesoord shall not be obliged to verify the accuracy of the Customer’s instructions, orders and/or communications. A failure shall not be attributable to Vriesoord if it is the result of incorrect or incomplete information provided by the Customer. The Customer shall be liable for any damages and costs arising from the fact that the information provided by the Customer to Vriesoord is incorrect.
6. The Customer shall be obliged to provide Vriesoord with all information that is reasonably necessary to establish the Customer’s identity, the purpose of the instruction or agreement with Vriesoord, and the (final) destination of the goods to be supplied by Vriesoord, etc., so that Vriesoord can comply with the laws and regulations applicable to it.
7. If an agreement between Vriesoord and the Customer is concluded electronically, Vriesoord shall not be obliged to acknowledge receipt of the Customer’s declarations, and the Customer shall not be entitled to dissolve (terminate) the agreement on the ground that such acknowledgement of receipt is absent.
8. Vriesoord processes the Customer’s personal data insofar as required to comply with applicable laws and regulations and insofar as necessary for drawing up and performing the agreement, all in accordance with the General Data Protection Regulation (GDPR). Such data shall not be retained longer than necessary. Vriesoord shall not provide personal data to third parties unless it is legally obliged to do so or insofar as required for the performance of the agreement. The Customer may request access to their personal data processed by Vriesoord, as well as the rectification or erasure thereof.

1. All price quotations and the prices charged by Vriesoord are the prices applicable at the time of the offer and/or at the time the agreement is concluded, ex warehouse in ’s-Hertogenbosch, excluding VAT and other costs relating to the agreement, such as levies and tariffs.
2. If, after the offer has been issued, a change occurs in one of the factors determining the price, Vriesoord shall be entitled to adjust the prices accordingly, even if the agreement has already been concluded.
3. Price increases of more than fifteen percent (15%) shall entitle the Customer to dissolve (terminate) the agreement, provided that this is done in writing within seven (7) days after receipt of the relevant notification. Dissolution (termination) as referred to above shall not entitle the Customer to any compensation for damages.

1. Amendments to the Agreement shall in any event result in additional work (“Additional Work”) if:
1. there are changes to the design, specifications or the scope of work/technical description;
2. the information provided by the Customer does not correspond with reality;
3. estimated quantities deviate by more than five percent (5%).
2. Additional Work shall be calculated on the basis of the price-determining factors applicable at the time the Additional Work is performed. The Customer shall pay the price of the Additional Work upon first request by Vriesoord. Article 4.3 of these General Terms and Conditions shall not apply in the event of Additional Work.

1. Where Vriesoord undertakes towards the Customer to perform services as contractor (opdrachtnemer) or to perform work as contractor (aannemer), all information provided by or on behalf of Vriesoord to the Customer (such as offers, designs, images, drawings and know-how), of whatever nature and in whatever form, shall be confidential and shall not be used by the Customer for any purpose other than the performance of the Agreement.
2. The information referred to in paragraph 1 of this Article shall not be disclosed or reproduced by the Customer.
3. If the Customer breaches any of the obligations referred to in paragraphs 1 and 2 of this Article, the Customer shall for each breach forfeit an immediately due and payable penalty of EUR 25,000.00. This penalty may be claimed in addition to statutory damages.
4. Upon first request, and within a period to be specified by Vriesoord, the Customer shall, at Vriesoord’s option, return or destroy the information referred to in paragraph 1 of this Article. In the event of breach of this provision, the Customer shall forfeit an immediately due and payable penalty of EUR 1,000.00 per day. This penalty may be claimed in addition to statutory damages.

1. The Customer may not derive any rights from advice and information provided by Vriesoord that does not directly relate to the Agreement.
2. If the Customer provides information to Vriesoord, Vriesoord may rely on the accuracy and completeness thereof and shall base its offer on such information.
3. The Customer shall indemnify Vriesoord against any claim by third parties relating to the use of advice, drawings, calculations, designs, materials, trademarks, samples, models and the like, provided by or on behalf of the Customer. The Customer shall compensate Vriesoord for all damages suffered, including the full costs incurred in defending against such claims.

1. The Customer shall be obliged to pay all invoices prior to delivery of the relevant goods and/or prior to the performance of the relevant services, and shall not be entitled to suspend payment, set off amounts, or apply any discount. Vriesoord shall not deliver the relevant goods and/or perform the relevant services until full payment of the invoice has been received or, at Vriesoord’s option, until the Customer has provided security for payment satisfactory to Vriesoord.
2. If invoices are not paid in accordance with Article 8.1, the Customer shall be in default by the mere expiry of the agreed payment term, without any notice of default being required, irrespective of whether such delay is attributable to the Customer.
3. Without prejudice to any other rights to which Vriesoord is entitled, if the Customer fails to pay an invoice by its due date, Vriesoord shall be entitled to charge interest on the outstanding amount at the rate of one percent (1%) per month, whereby part of a month shall count as a full month, calculated from the due date until the date of full payment. If the Customer is a consumer (i.e. a private individual acting outside the course of his/her profession or business), Vriesoord shall be entitled to charge statutory interest instead of the contractual interest referred to above.
4. Vriesoord shall be entitled to suspend further deliveries until the Customer has fulfilled all outstanding payment obligations.
5. If the Customer fails to pay on time, the Customer shall be in default by operation of law, without any notice of default being required. From the date of default, the interest referred to in Article 8.3 shall accrue automatically on the outstanding amount until full payment has been made.
6. If, after a reminder/demand for payment, the Customer remains in default of paying the amount due, the Customer shall furthermore be obliged to reimburse collection costs. Collection costs shall mean all costs incurred by Vriesoord, both in and out of court, in collecting the amount due, with a minimum of fifteen percent (15%) of the amount due or, if the amount due is less than EUR 500.00 (excluding VAT), a minimum of EUR 250.00 (excluding VAT).
7. If an agreement has been entered into with a consumer, then, instead of the provisions of Article 8.6 of these General Terms and Conditions of Sale and Delivery, the consumer shall owe extrajudicial collection costs to Vriesoord after the consumer has been unsuccessfully reminded in accordance with Section 6:96 paragraph 6 of the Dutch Civil Code (BW). The amount of the extrajudicial collection costs shall be determined on the basis of the regulations in force at that time.
8. Any payment by the Customer to Vriesoord, for whatever reason, shall be applied first towards any obligation to pay damages owed to Vriesoord, secondly towards any amounts owed by the Customer to Vriesoord in respect of costs and interest, and thirdly towards invoices still payable to Vriesoord. Each payment shall always be applied, in accordance with the order of application set out in the previous sentence, to the Customer’s oldest obligation towards Vriesoord.

1. Delivery shall be Ex Works (EXW), warehouse in ’s-Hertogenbosch, unless otherwise agreed in writing.
2. In the event of delivery Ex Works (EXW) from the warehouse in ’s-Hertogenbosch, the Customer shall collect the purchased goods or the completed work no later than one (1) week after the date of Vriesoord’s notification to the Customer.
3. If it has been agreed that Vriesoord will arrange transport of the goods, such transport shall be at the Customer’s expense and risk.
4. Transport insurance shall only be arranged by Vriesoord at the express request of the Customer, and all costs related thereto shall be for the Customer’s account.
5. Vriesoord accepts no liability or responsibility whatsoever for any cargo, and such cargo shall never be covered by any transport insurance arranged.
6. Delivery shall be deemed to have taken place at the moment the goods are made available by Vriesoord to the Customer at Vriesoord’s premises (Ex Works – EXW), or are made available by Vriesoord to the carrier designated and contracted by the Customer at Vriesoord’s premises (Free Carrier – FCA). If the Customer and/or its carrier fails to take delivery of the goods, the Customer shall immediately be in default and the goods shall be stored at the Customer’s expense and risk. If the Customer refuses to take delivery of the goods within the further period specified by Vriesoord, Vriesoord shall be entitled to dissolve (terminate) the agreement in whole or in part and to dispose of the goods — including any cargo offered in connection with the goods, located on Vriesoord’s premises or contained in the sold goods — in such manner as Vriesoord deems fit, without being liable for any damages. Vriesoord shall be entitled to recover its claim against the Customer from the proceeds. Any remaining balance shall be held available for the Customer for one (1) year after expiry of the further period specified. The Customer may request payment from Vriesoord in writing, providing evidence of entitlement; failing such request, the remaining balance shall lapse to Vriesoord after expiry of the one-year period.
7. The delivery period shall in any event, but not exclusively, be automatically extended by the period(s) during which:
• there is a delay in supply and/or dispatch and/or any other circumstance temporarily preventing performance, irrespective of whether such delay or circumstance is attributable to Vriesoord or was foreseeable;
• the Customer fails to fulfil one or more of its obligations towards Vriesoord, or, in Vriesoord’s sole opinion, there is justified fear that it will fail to do so;
• the Customer does not enable Vriesoord to perform the agreement.
8. Vriesoord shall be entitled to deliver in instalments and to perform services in parts, and to invoice such parts separately.
9. Any time limits stated by Vriesoord are indicative only and shall never be considered strict deadlines. A time limit shall commence only once agreement has been reached on all commercial and technical details, all information — including final and approved drawings and the like — is in Vriesoord’s possession, the agreed (instalment) payment has been received by Vriesoord, and all other conditions for performance of the agreement have been fulfilled. An overrun of an indicative time limit of less than twice the stated time limit can never be regarded as a failure attributable to Vriesoord.
10. If:
• circumstances arise that were not known to Vriesoord when the time limit was stated, the time limit shall be extended by the time required by Vriesoord, taking into account its planning, to perform the agreement under such circumstances;
• there is Additional Work, the time limit shall be extended by the time required by Vriesoord, taking into account its planning, to procure (or have procured) the necessary materials and parts and to perform the Additional Work;
• Vriesoord suspends its obligations, the time limit shall be extended by the time required by Vriesoord, taking into account its planning, to perform the agreement once the reason for suspension has ceased to exist. Unless the Customer proves otherwise, the duration of any extension of a time limit shall be presumed necessary and presumed to be the result of a situation referred to in this Article.
11. The Customer shall be obliged to pay all costs incurred by Vriesoord or damages suffered by Vriesoord as a result of an extension of a time limit as referred to in paragraph 10 of this Article,

1. Unless otherwise agreed in writing, the registered place of business of Vriesoord shall be the place of performance for the Customer under each agreement.

1. Vriesoord shall be entitled to engage auxiliaries in the performance of the agreement.
2. Vriesoord shall be responsible for the acts and omissions of auxiliaries in the same manner as it is for its employees.
3. If auxiliaries are held liable by the Customer, such auxiliaries may invoke all provisions relating to limitation of liability contained in these General Terms and Conditions.
4. Any legal claim relating to liability, on whatever legal basis, may be brought by the Customer only within the limits of the agreement concluded with Vriesoord and these General Terms and Conditions.

1. Vriesoord also trades in used vehicles and/or used goods (“occasions”), which carry the inherent risk that they may deviate from the specifications set out in the agreement with the Customer. The Customer accepts and is aware of this risk and accepts such goods in the condition in which they are. In view of the aforementioned risk, the Customer shall be entitled, at its own expense, to inspect the goods prior to delivery at the time and place determined by Vriesoord.
2. No warranty is provided by Vriesoord unless otherwise stated in the agreement, and except insofar as a manufacturer’s warranty applies, in which case Vriesoord provides no warranty other than the applicable manufacturer’s warranty.
3. With regard to services performed, Vriesoord warrants that such services shall be carried out to the best of its ability, as customary in the industry and in accordance with the standards and expertise available at that time. If and insofar as Vriesoord, at the Customer’s request, arranges loading of the goods, this shall be done on the Customer’s instructions and entirely at the Customer’s expense and risk. Vriesoord accepts no liability whatsoever in this respect.
4. On penalty of forfeiture of the right to submit a complaint, the Customer shall inspect the goods and services upon delivery for visible defects. Complaints regarding the amount of the invoice and visible imperfections must be notified to Vriesoord in writing within three (3) days after receipt and/or delivery, accurately describing the complaints. For all other complaints, a period of five (5) days shall apply after the deficiencies have become known or could reasonably have become known. Failing timely notification as referred to in this Article, the right to warranty and/or complaint shall lapse. The relevant goods must, upon first request, be made available to Vriesoord for inspection in the condition in which they were at the time of the complaint.
5. A complaint shall not be possible if:
• the goods have been used for a purpose other than that for which they are normally intended, or, in the opinion of Vriesoord, have been used or transported improperly, or have been repaired, altered or modified by the Customer or a third party;
• the damage was caused by negligence of the Customer (for example due to insufficient or incorrect maintenance or storage), or because the Customer acted contrary to instructions, directions and advice of Vriesoord;
• it concerns parts of which the seal has been broken, or parts that are regularly replaced during maintenance or service intervals, or accessories;
• the Customer has failed to fulfil its obligations towards Vriesoord (financial or otherwise);
• upon discovering the defect, the Customer failed to take all necessary measures to prevent further damage to the delivered goods, for example by continuing to use the goods.
6. If the Customer submits a complaint in accordance with the provisions of this Article, the Customer shall give Vriesoord the opportunity to assess the complaint. If Vriesoord considers the complaint justified, Vriesoord shall, at its discretion, replace the relevant goods free of charge (whereupon the replaced goods shall become the property of Vriesoord), or repair them, or grant a price reduction.
7. Handling of a complaint shall not suspend the Customer’s obligation to pay.
8. If, outside the cases described above, a complaint is nevertheless handled, this shall be done entirely without obligation and the Customer may not derive any rights therefrom.
9. All claims based on the allegation that the goods or the services performed do not comply with the provisions of the agreement shall be time-barred and shall lapse one (1) year after the date of delivery of the goods or the actual termination of the services, as applicable.

1. If, in the sale of a new (or used) vehicle, a used vehicle is traded in, and the counterparty continues to use the old (trade-in) vehicle pending delivery of the new and/or used vehicle, the trade-in vehicle shall not become the property of Vriesoord until it has been actually delivered to Vriesoord.
2. During such use by the counterparty, all costs — in particular those relating to maintenance — and any damage arising from any cause whatsoever, including loss, including but not limited to the failure (or inability) to hand in a complete registration certificate, shall be for the account and risk of the counterparty.
3. Upon actual delivery of the trade-in vehicle, it must be in the same condition as at the time it was appraised by Vriesoord. If the trade-in vehicle is no longer in the same condition as at the time of appraisal, Vriesoord shall be entitled to refuse the trade-in vehicle and demand payment of the agreed purchase price for the vehicle, or to re-appraise the trade-in vehicle.
4. Upon actual delivery, the trade-in vehicle must be accompanied by a complete, full and valid registration certificate. If this requirement is not met, Vriesoord reserves the right to charge the counterparty for the costs of obtaining a new registration certificate and for the resulting depreciation in value.

1. Delivery shall take place subject to retention of title. Such retention of title shall apply to claims for payment of all goods delivered or to be delivered by Vriesoord to the Customer under any agreement and/or in the context of services performed, as well as to claims arising from the Customer’s failure to perform such agreements.
2. In the event of non-performance by the Customer, and also if Vriesoord has good reason to fear that the Customer will not perform, Vriesoord shall be entitled to repossess the delivered goods which, pursuant to the previous paragraph, have remained its property. Such repossession shall constitute dissolution (termination) of the agreement(s) concluded with the Customer. The Customer hereby irrevocably authorises Vriesoord and its representatives to retrieve (or have retrieved) the relevant goods from wherever they are located and to enter such premises, and the Customer shall stipulate this right for the benefit of Vriesoord and its representatives vis-à-vis the Customer’s purchasers. The Customer shall provide all necessary cooperation. All costs related to the retrieval of the goods shall be for the Customer’s account.
3. The Customer shall be entitled, if and insofar as necessary in the course of its normal business operations, to dispose of the goods subject to retention of title, but is expressly not entitled to create or grant any limited right in rem over such goods, including any right of pledge (both contractually and under property law). If the Customer exercises its right of disposal, it shall be obliged to deliver the goods to third parties only subject to Vriesoord’s retention of title. The Customer shall also, upon first request, grant Vriesoord a silent pledge (undisclosed pledge) ranking first in priority over the receivables it has or will obtain against such third parties, and shall declare in the deed of pledge that it is authorised to pledge and that no limited rights encumber the receivables to be pledged. If the Customer refuses to do so, this provision shall constitute an irrevocable power of attorney granted to Vriesoord to create such pledge.
4. In the event of attachment (seizure) of goods owned by Vriesoord, or in the event of a petition for bankruptcy, (provisional) suspension of payments, or application of the Dutch Debt Restructuring Scheme (WSNP) by or in respect of the Customer, the Customer shall immediately notify Vriesoord thereof and, in the event of attachment, shall also inform the attaching party that the Customer received the goods subject to retention of title.

1. Vriesoord shall be entitled to dissolve (terminate) the agreement with immediate effect, in whole or in part, without judicial intervention, or to suspend performance, without prejudice to any other rights to which it is entitled (including performance and/or damages), if:
• the Customer acts in breach of any provision of the agreement (including these Terms and Conditions) between the parties;
• the Customer applies for suspension of payments or files a petition for bankruptcy;
• bankruptcy of the Customer is applied for or the Customer is declared bankrupt;
• the Customer’s business is discontinued or liquidated;
• a private composition/settlement is offered. In such cases, any claim of Vriesoord against the Customer shall become immediately due and payable, without Vriesoord being obliged to provide any compensation or warranty.
2. The provisions of paragraph 1 of this Article shall apply mutatis mutandis if the Customer, after having been invited to do so in writing, fails within seven (7) days, in Vriesoord’s opinion, to provide adequate security. All costs related to providing security shall be for the Customer’s account.
3. If the Customer fails to pay in time or remains in default of taking delivery for more than thirty (30) days, Vriesoord shall be entitled, without further notice, to resell the sold goods, in which case any down payment made to Vriesoord shall be forfeited as liquidated damages.
4. Dissolution (termination) of the agreement by the Customer may only take place in writing by means of a statement to that effect delivered to Vriesoord at the address recorded in the register of the Dutch Chamber of Commerce.
5. Upon dissolution (termination) of the agreement, the Customer shall collect its property still held by Vriesoord at its own expense and risk. Vriesoord shall be entitled to invoke its right of retention (lien) in respect of such property of the Customer.

1. Without prejudice to Vriesoord’s right to demand performance, if the Customer wishes to cancel the agreement, Vriesoord may dissolve (terminate) the agreement, in which case Vriesoord shall be entitled to charge the Customer damages amounting to at least twenty-five percent (25%) of the value of the agreement. A request to cancel the agreement must be made by the Customer in writing.

1. Vriesoord shall not be liable for any damage arising as a result of any failure to perform its obligation(s) towards the Customer. To the extent permitted by law, Vriesoord expressly excludes liability for non-conformity. Compliance with the warranty and complaint obligations as described in Article 12 shall constitute the sole and entire compensation. Any other liability, regardless of its basis, and any claim for damages — including, but not limited to, business losses (downtime losses, loss of income, losses incurred, loss of profit), personal accidents, damage to or loss of, or delay relating to, the Customer’s cargo, and other indirect or non-material damage of whatever nature, as well as damage resulting from liability towards third parties — is expressly excluded, unless there is intent or wilful misconduct (“opzet”) or deliberate recklessness (“bewuste roekeloosheid”) on the part of Vriesoord or its senior management.
2. Vriesoord shall likewise not be liable for intent or (deliberate) recklessness of its subordinates or of others engaged by it in the performance of the agreement, for whose conduct it could be liable by law.
3. Vriesoord accepts no liability for advice provided by or on behalf of Vriesoord.
4. Vriesoord shall not be liable for damage to motor vehicles of the Customer and/or third parties located on its premises.
5. The Customer shall indemnify and hold harmless Vriesoord against all claims and/or rights of third parties relating to the delivery of the goods or the performance of services, insofar as such claims are more extensive or different than the claims to which the Customer is entitled vis-à-vis Vriesoord. The Customer shall also indemnify and hold harmless Vriesoord against any claim relating to the death of, or personal injury to, personnel of the Customer or personnel of third parties and/or damage to property owned by the Customer and/or third parties, insofar as this occurs on Vriesoord’s premises. An exception to these indemnification obligations exists if and insofar as the claim arises from intent or deliberate recklessness on the part of Vriesoord or its senior management.
6. Any limitations, exclusions or determinations of liability which, in relation to the goods delivered or services performed, may be invoked against Vriesoord by Vriesoord’s suppliers or subcontractors, may also be invoked by Vriesoord against the Customer.
7. Vriesoord stipulates, also for the benefit of its subordinates and non-subordinates for whose acts it could be liable by law, all statutory and contractual defences that it may invoke to avert its own liability towards the Customer.
8. The foregoing shall not affect any mandatory statutory liability.
9. If and insofar as any liability on the part of Vriesoord should arise, Vriesoord shall never be obliged to compensate damage exceeding the amount paid out under an insurance policy taken out by Vriesoord.
10. If and insofar as, for whatever reason, no payout is made under the said insurance policy, Vriesoord’s liability — on whatever basis — shall be limited to the value of what has been performed, to be determined on the basis of the invoice relating to the underlying agreement.

1. Vriesoord shall not be obliged to perform any obligation if it is prevented from doing so as a result of Force Majeure. In such case, Vriesoord shall be entitled either to perform the agreement within a reasonable period of time or to dissolve (terminate) the agreement in whole or in part, without being liable for any compensation or damages. In the event of Force Majeure on the part of Vriesoord, the Customer shall only be entitled to dissolve (terminate) the agreement after it has granted Vriesoord a reasonable period of time to still perform the agreement, which period shall not be shorter than six (6) months.

1. Unless Vriesoord has given its prior written consent, the Customer is expressly prohibited from selling or otherwise making available products purchased from Vriesoord or work delivered by Vriesoord to parties established or residing in countries that are subject to European Union sanctions, as listed on the EU Sanctions Map, or from entering such countries with products purchased from Vriesoord or work delivered by Vriesoord. If sanctions are imposed on a country in which products purchased from Vriesoord or work delivered by Vriesoord are located, the Customer shall be obliged to remove such products or work from the said country without delay.

1. Vriesoord shall be regarded as the author, designer or inventor, respectively, of the works, models or inventions created in the context of the agreement. Vriesoord shall therefore have the exclusive right to apply for a patent, trademark or design right.
2. In performing the agreement, Vriesoord shall not transfer any intellectual property rights to the Customer.
3. Vriesoord shall not be liable for any damage suffered by the Customer as a result of an infringement of third-party intellectual property rights. The Customer shall indemnify Vriesoord against any claim by third parties relating to infringement of intellectual property rights.

1. Dutch law shall exclusively apply to all offers and agreements of Vriesoord, to the exclusion of the provisions of Section 6.5.3 of the Dutch Civil Code (BW), Title 1 of Book 7 of the Dutch Civil Code (BW), Sections 7:404 and 7:407(2) of the Dutch Civil Code (BW), and the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention / CISG).
2. Any disputes arising in connection with the agreement concluded between the Customer and Vriesoord, or any subsequent agreements resulting therefrom, or arising from these Terms and Conditions, shall — at the sole option of Vriesoord — be submitted to the competent court of the District Court of Oost-Brabant, location ’s-Hertogenbosch.