GENERAL TERMS AND CONDITIONS

Article 1 Definitions

In the absence of explicit statement to the contrary, the terms used in these general terms and conditions are defined as follows:

W.G. van der Zanden: The private limited liability company (“Besloten vennootschap met beperkte aansprakelijkheid”) W.G. van der Zanden B.V. established under Dutch law at Oppermanstraat 33, (3194 AC) Hoogvliet Rotterdam, postal address: PO Box 275, (AG 3190) Hoogvliet Rotterdam, registered with the Trade Register of the Chamber of Commerce under number: 24173438, VAT number: NL0072.06.550.B01, seller and the user of these general terms and conditions.

Buyer: each party (natural or legal person) who enters into agreement with W.G. van der Zanden or to whom W.G. van der Zanden has issued an offer to which these general terms and conditions (hereinafter: “these conditions”) apply.

Agreement: each agreement, no matter in which way it is realized, between W.G. van der Zanden and the buyer, any amendment or supplement thereto, and all (legal) acts in preparation and implementation of that agreement.

Assignment: every assignment to perform services or deliver goods by W.G. van der Zanden to the buyer, which is established between W.G. van der Zanden and the buyer on the basis of an agreement. The applicability, in every way, of Article 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.

Article 2 Scope of Application

1. These conditions are applicable to all legal relationships between W.G. van der Zanden and the buyer, including all offers, quotations and agreements between W.G. van der Zanden and the buyer. All provisions are applicable between the parties, insofar as these conditions have not been expressly departed from in writing by the parties.
2. The applicability of any (general) terms and conditions by the buyer, or any other party other than W.G. van der Zanden, is hereby expressly rejected. Departures from these conditions are valid exclusively if expressly agreed in writing by W.G. van der Zanden and then only for that specific agreement for which they have been accepted.
3. These conditions are further applicable to all agreements with the user that are executed with the assistance of third-parties.
4. In case W.G. van der Zanden tacit and/or implicit deviation from these conditions allows, such deviation does not affect its right to demand immediate and strict compliance with these conditions in any way. The buyer can never derive and/or assert any right(s) from the fact that W.G. van der Zanden applies these conditions in a flexible way and/or W.G. van der Zanden not always requires strict compliance with the provisions of these conditions.
5. If and insofar as one of the provisions of these conditions is wholly or partially null and void or annulled, is declared null and void, or is otherwise declared inapplicable, the other provisions of these conditions remain fully applicable. If such a situation arises W.G. van der Zanden will establish new provisions to replace the void and/or nullified provisions, whereby if and so far as possible the purpose and intent of the original provisions will be taken into account. The parties will, to the extend desirable, enter into consultation in order to agree on the exact words for the new provisions.
6. Uncertainties on the content of these conditions, or on situations that are not regulated in these conditions, should be assed to the spirit of these conditions.
7. The buyer with whom has once been contracted under these conditions shall be deemed to have tacitly agreed to the applicability of these conditions on any agreement with W.G. van der Zanden concluded on a later date.

Article 3 Offers and formation of the contract

1. Each offer, quotation and/or other expression made by or on behalf of W.G. van der Zanden is made without obligation and does not bind the buyer, unless expressly agreed otherwise in writing.
2. An agreement will only be concluded after W.G. van der Zanden has confirmed the assignment in written within 8 (eight) days, or when W.G. van der Zanden has started with the performance within 14 (fourteen) days after receiving the assignment. The foregoing also applies for modifications in assignments. The order confirmation is deemed to be a complete representation of the agreement.
3. When the buyer accepts an offer or quotation, W.G. van der Zanden preserves the right to withdraw the offer within 2 (two) workdays of receipt of such acceptance.
4. If the acceptance deviates from the offer, W.G. van der Zanden will not be bound thereby. In such case the agreement will not come into being in accordance with such divergent acceptance, unless W.G. van der Zanden expressly accepts this in writing.
5. Previous fees, prices and/or hourly rates will not automatically be applicable for future orders.
6. If the interests of the buyer requires immediate full or partial delivery of services or goods by W.G. van der Zanden, or if the buyer expressly requested immediate delivery of services or goods, the assignment is deemed to have been concluded when W.G. van der Zanden has actually proceeded, in whole or in part, to deliver the goods or services to the buyer.

Article 4 Delivery
1. Unless expressly agreed otherwise in writing, the delivery is done of ‘ex works’ (‘af magazijn’): If and as long as the goods to be delivered are located in a warehouse and/or storage of W.G. van der Zanden, the goods are at the expense and risk of W.G. van der Zanden. Once the goods to be delivered leave the warehouse and/or storage of W.G. van der Zanden, these goods are at the expense and risk of the buyer and are the goods considered as delivered.
2. The Buyer is obligated to take possession of the purchased goods at the time of delivery to him. Should purchaser refuse to take delivery or neglect to furnish any information or instructions necessary therefor, the goods will be stored at his expense and risk and he shall be liable for any extra costs including, in any case, the costs of storage and transport.
3. If and insofar as this is required for the proper execution of the agreement, W.G. van der Zanden shall be entitled to have specific activities carried out by third parties. Also, if it has not been expressly agreed to that the delivery shall take place from stock, W.G. van der Zanden is entitled to deliver from stock of third parties.

Article 5 Time of delivery

Delivery periods agreed are not fatal deadlines, unless explicitly agreed otherwise in written. In the case of late delivery, the buyer must notify W.G. van der Zanden of default in writing, with due observance of a reasonable time frame, before W.G. van der Zanden can be in default. A term agreed on starts to run when the buyer all, by W.G. van der Zanden, requested information has provided to W.G. van der Zanden.

Moreover, a delivery period agreed on is always under the condition of undisturbed labour conditions and material supply, undistorted transport and timely delivery by suppliers of W.G. van der Zanden, as such that W.G. van der Zanden is able to keep the time of delivery.

Article 6 Partial delivery

1. W.G. van der Zanden shall be permitted to deliver sold goods in parts, unless a partial delivery has no autonomous value. If the goods are delivered in parts, W.G. van der Zanden shall be entitled to invoice each part separately.
2. Where an agreement is executed in stages, W.G. van der Zanden may suspend execution of any part which falls within a subsequent stage, until the buyer has approved the results of the preceding stage in writing.

Article 7 Transportation

1. Transport, whether or not handled by W.G. van der Zanden or third parties, of the goods is at the expense and risk of the buyer, unless explicitly agreed otherwise in written.
2. The buyer is obligated to fully indemnify W.G. van der Zanden for all direct and indirect damage or loss related to transport(ation) that is inflicted to third parties, which W.G. van der Zanden is held liable for.
3. When expressly agreed in written that delivery is carried out using transport of W.G. van der Zanden, for risk of W.G. van der Zanden, in derogation from Articles 4.1 and 7.1 of these conditions: if and as long as the goods to be delivered are located in a warehouse and/or storage and/or (means of) transport of W.G. van der Zanden, the goods are at the expense and risk of W.G. van der Zanden. Once the goods to be delivered are delivered at the agreed destination of the buyer by W.G. van der Zanden and the buyer or his representative has signed for good receipt, these goods are at the expense and risk of the buyer and are the goods considered as delivered.

Article 8 Execution of the assignment

1. W.G. van der Zanden will at all times remain free to perform the assignment in the manner that it sees fit and will do so in compliance with the requirements of good craftsmanship.
2. Agreements are only be defined as a best-endeavours obligation and do not in any event constitute an obligation to achieve a specific result.
3. W.G. van der Zanden relies on the information and data provided by the buyer during the performance of the work. W.G. van der Zanden may hereby assume that the information provided by the buyer is correct.
4. The buyer shall ensure that all data, whereof W.G. van der Zanden states that are necessary or whereof the buyer should reasonably understand that they are necessary for the performance of the work, are provided to W.G. van der Zanden promptly.
5. If the, for the performance of the agreement, required information is not timely supplied to W.G. van der Zanden, W.G. van der Zanden has the right to suspend performance of the agreement and/or to charge the buyer for any extra costs relating to the suspension, in accordance with the customary rates.
6. W.G. van der Zanden is not liable for losses of any nature whatsoever resulting from the use by W.G. van der Zanden of incorrect and/or incomplete data provided by the buyer.

Article 9 Samples, models and data

1. If W.G. van der Zanden displays or supplies a sample, design and/or example, this shall be assumed to have only been displayed or supplied as an indication: the characteristics of the products to be delivered may deviate from the sample, design or example.
2. Data, in whatever form, and catalogues supplied by W.G. van der Zanden, can be modified without prior notice by W.G. van der Zanden and are therefore not binding.
3. W. G. van der Zanden is at all times entitled to determine that certain goods, when considered appropriate in his opinion, shall only be supplied in certain minimum amounts.
4. Samples, designs, examples and such provided by W.G. van der Zanden, remain the property of W.G. van der Zanden unless expressly agreed otherwise in writing.
5. Samples, designs, examples and such provided by the buyer to W.G. van der Zanden, remain the property of buyer and are binding for the buyer, unless expressly agreed otherwise in writing.

Article 10 Modification of goods to be delivered and/or circumstances

1. W.G. van der Zanden is authorised to deliver goods deviating from those described in the purchase agreement, if it concerns modifications to the goods to be delivered, the packaging or the respective documentation that are required to satisfy applicable legislative provisions or if they relate to minor modifications to the item that constitute an improvement.
2. Should the circumstances, on which the buyer and W.G. van der Zanden based the agreement at the time of conclusion thereof, change as such that compliance to the agreement or any part thereof cannot reasonably be required of a party, than consultation will take place about interim amendment to the agreement.
3. If the changed circumstances have arises from an action of the buyer, will the possible consequent additional work be charged to the buyer.

Article 11 Cancellation and return

1. If the buyer partially or in whole annuls an agreement with W.G. van der Zanden, he will be obliged to compensate W.G. van der Zanden for all reasonable costs incurred for the purpose of executing that agreement, without prejudice to the right of W.G. van der Zanden to compensation of any damage, direct or indirect, suffered by W.G. van der Zanden resulting from the cancelation.
2. If the buyer cancels an agreement with W.G. van der Zanden and the cancellation is made within 2 (two) weeks before the agreed date of delivery, then the buyer is obliged to pay the full invoice amount, by way of derogation from the previous paragraph, without prejudice to the right of W.G. van der Zanden to compensation of any damage, direct or indirect, suffered by W.G. van der Zanden resulting from the cancelation.
3. Returns are only accepted with express prior written consent of W.G. van der Zanden, whereby at least the following should not be the case: - Goods that are used or damaged by the buyer; - Goods differently packaged than in the undamaged and, by the buyer unfeatured, original packaging; - Goods returned otherwise than with appropriate haste, and in any event within 8 (eight) days after delivery; - Goods which are provided under special conditions and/or prices, such as discount, sale and/or offer conditions; - Goods personalized to a business or person, which has been established in accordance with specifications of the buyer; - Goods of which its nature opposes a return. The buyer explicitly indicates that none of the things as stated above is the case in his particular case when he requests for a return. The condition of the returned goods on arrival at the address of and/or specified by W.G. van der Zanden determines if W.G. van der Zanden accepts the returned goods. W. G. van der Zanden also determines if the return leads to a credit or to exchange of the goods against similar goods.
4. Any postal charges of the return (of the goods) and the risk thereof are at the expense of the buyer.

Article 12 Termination of the agreement

1. All claims by W.G. van der Zanden on the buyer shall become immediately due if: - After concluding the agreement circumstances have become known to W.G. van der Zanden that give him reasonable cause to doubt whether buyer shall comply with his obligations; - W.G. van der Zanden asked the buyer for securities at the time of signing the agreement in order to execute his duties and these securities are not (timely) supplied or are insufficient; - Caused by a delay from the other party, no longer can be expected of a party to execute the agreement according to the originally agreed upon conditions; - The buyer has not fulfilled the payment conditions and/or otherwise fails to meet his obligations. In the cases referred to W.G. van der Zanden is authorized to suspend further execution of the agreement or to dissolve the agreement, without prejudice to the right of W.G. van der Zanden to claim damages.
2. In the event that there are circumstances with respect to persons and/or materials that W.G. van der Zanden uses or tends to use in carrying out the agreement, which are of such a nature that they make the execution of the agreement impossible or so problematic and/or disproportionately costly that W.G. van der Zanden cannot reasonably be expected to perform the agreement, W.G. van der Zanden is entitled to dissolve the agreement.
3. In the event of the liquidation, bankruptcy or (application of) suspension of payments or an attachment – when not cleared within three (3) months – of the buyer, W.G. van der Zanden is entitled without summons and without judicial intervention to terminate all or part of the agreement, this without him being liable to pay any damages or provide any guarantee, and without prejudice to any further rights he is entitled to. The claims of W.G. van der Zanden on the buyer will be immediately due.

Article 13 Retention of title

1. The goods delivered by W.G. van der Zanden remain the property of W.G. van der Zanden until the buyer has complied with all following obligations arising out of all purchase agreements he has concluded with W.G. van der Zanden: - the compensation(s) in relation to the delivered or deliverable good(s); - any claims due to non-compliance by the buyer with the agreement(s).
2. The property law consequences with regard to a good destined for export are governed by the law of the State of destination of the particular good if the retention of title based on the law of the State of destination does not lose its effect until the full price has been paid, unless W.G. van der Zanden determines otherwise.
3. The goods delivered by W.G. van der Zanden that fall under the provision of retention of title by virtue of paragraph 1 may only be resold in the framework of routine business operations. The Buyer is not entitled to pledge the goods or to establish any other right on them.
4. In respect of delivered goods the title to which has passed to the buyer pursuant to payment and which are still in the buyer’s possession, W.G. van der Zanden hereby reserves the rights of pledge as referred to in Section 3:237 of the Dutch Civil Code (“Burgerlijk Wetboek”) as additional security for any claims other than those referred to in paragraph 1 of this article, which W.G. van der Zanden may have, on whatever basis, vis-à-vis the buyer. The rights within this paragraph apply also to any goods delivered by W.G. van der Zanden and to which W.G. van der Zanden has lost its retention of title by reason of the counterparty’s treatment or processing of the goods.
5. If the buyer fails to meet its obligations or if there is a well-founded fear that he will not do so, W.G. van der Zanden shall be entitled to remove (or arrange removal of) goods to which the retention of title referred to in paragraph 1 applies from the buyer or from third parties holding the goods for the buyer. The buyer is obliged to render all cooperation under penalty of a fine of 10% of the invoice value of these goods per day.
6. If third parties wish to attach or assert any right to goods delivered under retention of title the buyer is obliged to inform W.G. van der Zanden thereof as soon as may reasonably be expected.
7. The buyer is obliged at first request of W.G. van der Zanden - to insure and keep insured the goods supplied under retention of title against fire, explosion and water damage and against theft, and to allow inspection of the insurance policy; - to hand over as a guarantee all of the buyer’s rights on the insurances relating to the goods that were delivered under retention of title to W.G. van der Zanden as is provided for in Section 3:239 of the Dutch Civil Code; - to hand over as a guarantee all the receivable debts that are owed to the buyer by his clients as a result of the resale of the goods delivered under retention of title to W.G. van der Zanden as is provided in Section 3:239 of the Dutch Civil Code; - to mark all the goods delivered under retention of title as being the property of W.G. van der Zanden; - to fully cooperate in every way, with all the reasonable measures that W.G. van der Zanden wish to take concerning the goods to protect their retention of title and are not an insurmountable obstacle to the buyer in the exercise of his everyday activities.

Article 14 Defects and rights of complaint

1. The buyer has the obligation to (let) examine the delivered goods upon delivery - or as soon as possible after delivery. At which moment the buyer has the obligation to examine if the delivered goods are in conformity with the agreement: - Have the correct goods been delivered; - Are the delivered goods in quantity (for example in number and the amount) in conformity with the agreement; - Do the delivered goods comply with the agreed quality specifications, or - if no specifications were made - to the standards that can be expected for normal use and/or trading of the goods;
2. When a clear, manifest defect or shortcoming is found it must be reported to W.G. van der Zanden within 8 (eight) working days after delivery, expressly in writing.
3. A hidden defect or shortcoming must be reported to W.G. van der Zanden by the buyer within 8 (eight) working days after discovering it, respectively the moment at which the buyer should reasonably have discovered the defect(s) or shortcoming(s), expressly in writing.
4. If W.G. van der Zanden has acknowledges a complaint, W.G. van der Zanden has, to the exclusion of all rights of the buyer for compensation, the right either to take the goods back and to refrain from (further) supply and refund of the purchase price, to require that the buyer retains the goods with a customized reduction of the purchase price, or to proceed to redelivery as soon as possible and free of charge. If redelivery should take place outside the Netherlands, the extra cost of redelivery will be for the account of the buyer.
5. Even if the buyer submits a complaint in time, the buyer continues to be obligated to fully pay and purchase the goods to be delivered as agreed upon. Goods can only be returned with prior express written consent of W.G. van der Zanden. Article 11.3 and Article 11.4 of these conditions also apply for returns.

Article 15 Prices

1. The prices W.G. van der Zanden advances are including all costs for packaging, import duties, excise duties and taxation, but excluding V.A.T., unless expressly determined otherwise in the written offer.
2. When the parties for the provision of certain services and/or in respect of certain matters have pre-agreed a fixed price, and the rendering of such services leads to extra work/performance which cannot reasonably be deemed to fall under that fixed price, W.G. van der Zanden will inform the buyer in advance about the financial consequences thereof.t.

Article 16 Increase of price

If W.G. van der Zanden and the buyer have agreed on a specific price, W.G. van der Zanden will nevertheless be entitled to increase the price associated to cost price increasing factors that occur from the moment of conclusion of the contract. The buyer is obliged to pay the resulting higher price instead of the originally agreed price.

Article 17 Payment

1. Unless expressly agreed otherwise, payment must be made within 30 (thirty) days after invoice date, by transferring the amount to the bank account with number NL09ABNA0586968156 t.n.v. W.G. van der Zanden B.V. Hoogvliet Rotterdam. After the expiration of the, 30 (thirty) days or further expressly agreed in writing, payment term after the invoice date, the buyer is in default; as from the moment the buyer is in default, he shall owe on the outstanding amount an interest equal to the statutory rate of interest.
2. In the event of liquidation, bankruptcy or suspension of payments of the buyer or when the statutory debtrescheduling rules are declared applicable to the buyer the obligations of the buyer shall become due immediately.
3. Payments made by the buyer are in the first instance always to cover all due interest and costs, and in the second instance due invoices that are the longest overdue, even if the buyer mentions that the payment concerns a later invoice.
4. Payment should be made without deduction or setoff.
5. Before W.G. van der Zanden proceeds to or continues with the delivery, the buyer is obliged, at the express request of the W.G. van der Zanden, to meet a by W.G. van der Zanden specified amount by way of advance payment or to provide adequate security for the fulfillment of its payment obligations. Refusal by the buyer to provide the required security or to perform payment shall be identified as a shortcoming of the buyer.
6. All complaints with regard to the invoice of W.G. van der Zanden need to be notified expressly in writing to W.G. van der Zanden, within 7 (seven) days after the send date of the invoice. After expiry of the aforementioned period the buyer is deemed to agree with the performed assignment and/or the invoice.
7. W.G. van der Zanden shall have the right of retention on all data, documents and other goods which she keeps for and on behalf of the buyer, until the moment the buyer has paid everything he owes W.G. van der Zanden.

Article 18 Extrajudicial costs

1. If the buyer does not or not timely fulfill any of its obligations, all extrajudicial costs for the collection of payment, in addition to the agreed price and cost, shall be for the buyer’s account, which includes the cost of preparing and sending summations, making a settlement proposal and making inquiries. These costs shall amount to at least 10% of the gross or other amount to be collected.
2. The buyer shall be liable to pay W.G. van der Zanden the judicial costs incurred by W.G. van der Zanden in all instances.

Article 19 Liability and indemnification

1. W.G. van der Zanden is only liable as far as reflected in this article. The limitations of liability for W.G. van der Zanden contained in this article do not apply if the damage is due to intent of gross negligence of W.G. van der Zanden.
2. W.G. van der Zanden is never liable towards the buyer, for costs, damages and interests, which arise for W.G. van der Zanden or third parties as a direct or indirect result of actions or acts of negligence of employees of W.G. van der Zanden or by third parties engaged by W.G. van der Zanden or of goods whether or not under the supervision of W.G. van der Zanden or of goods delivered by W.G. van der Zanden.
3. The buyer is obliged to safeguard and indemnify W.G. van der Zanden for all costs, damages and interests for which third parties can address W.G. van der Zanden in respect of what is set out in the previous paragraph. Also the buyer indemnifies 4. W.G. van der Zanden expressly against all claims by third parties in respect of industrial and intellectual property rights on by the buyer to W.G. van der Zanden delivered data, which is used with the execution of the agreement.
W.G. van der Zanden can never be held liable for consequential damage and/or loss, in any case including trading loss, loss resulting from standstill and/or decreasing profit of the buyer, related with (late) delivery by W.G. van der Zanden.
5. The liability of W.G. van der Zanden shall at all times be limited to the amount covered under the business liability insurance of W.G. van der Zanden in that particular case. When the insurance company of W.G. van der Zanden does not pay out, the liability of W.G. van der Zanden will be restricted to a maximum of the invoice value of the order for the service where from the damage arises, at least to that part of the order on which the liability is related.
6. W.G. van der Zanden is not liable in case of force majeure.
7. If the buyer provides W.G. van der Zanden with information carriers, electronic files or software etc., the buyer guarantees that these are free of viruses and defects. Damage caused by the use of these materials will be reimbursed by the buyer.

Article 20 Force majeure

1. In these conditions, force majeure shall include, in addition to its definition provided by law and case law, circumstances which
2. W.G. van der Zanden cannot influence but as a result of which W.G. van der Zanden is unable to fulfil its obligations. These will include, if and to the extent that such circumstances make performance either impossible or unreasonable: strikes in companies other than those of W.G. van der Zanden, wildcat strikes or political strikes in the company of W.G. van der Zanden, a general lack of the raw [materials and other items or services required to deliver the agreed performance; unforeseeable delays at suppliers and other third parties on which W.G. van der Zanden depends; general transport difficulties; any government measures; diseases; fire; earthquakes; theft; corporate- or energy failures; force majeure at an engaged third party and technical faults.
3. W.G. van der Zanden also has the right to invoke force majeure if the circumstance preventing (further) performance arises after W.G. van der Zanden should have performed its obligations.
4. During the period of force majeure W.G. van der Zanden is entitled either to suspend the delivery- and other obligations of W.G. van der Zanden for the duration of circumstances giving rise to the force majeure, or to dissolve the agreement, without any obligation to pay compensation existing in that case.
5. In case W.G. van der Zanden during the occurrence of force majeure has already partly fulfilled its obligations, or can only partly fulfil his obligations, she is entitled to separately invoice the delivered or deliverable part, and is the buyer obliged to pay this invoice, as if it concerns a separate agreement. However, this condition will not apply when the already delivered or deliverable part has no independent value.
6. Force majeure, as referred to above, of suppliers of W.G. van der Zanden, applies as force majeure of W.G. van der Zanden.

Article 21 Obligation of secrecy

1. Both W.G. van der Zanden and the buyer warrant that all information obtained from the other party remains strictly confidential and they will maintain the secrecy thereof.
2. The buyer shall not divulge the content of the reports, e-mails, recommendations and/or other communications from
3. W.G. van der Zanden, whether or not in writing, that were not drawn up or given with the intention of providing the information to third parties unless the buyer has received an expressly written consent from W.G. van der Zanden to that effect.
4. The parties shall impose their obligations under this article on any third parties that they engage. The obligations imposed upon the Parties under this article will also remain in full force after the agreement has ended.

Article 22 Intellectual and industrial property

1. W.G. van der Zanden, or her licensors, shall at all times remain the party entitled to the intellectual and industrial property rights, including, but not limited to, any copyrights, design rights, patent rights and trade rights, with respect to any goods and/or designs that are issued, sold, delivered and/or provided by W.G. van der Zanden, even though these have been charged. W.G. van der Zanden shall be considered the party entitled to all rights of industrial and/or intellectual property thereof, also if these rights have come into being within the framework of the agreement. Unless expressly and unambiguously allowed by W.G. van der Zanden or by law, no part of goods and/or designs that are issued, sold, delivered and/or provided by W.G. van der Zanden may be reproduced or copied in any way.
2. Buyer shall not be permitted to remove any indication with respect to copyrights, trade rights, trade names or other rights of intellectual or industrial property from material of W.G. van der Zanden, including, but not limited to, the goods and designs as referred to in paragraph 1 of this provision.
3. Imitation and mimicry of goods or designs, issued, sold, delivered and/or provided by W.G. van der Zanden, is strictly prohibited, as well as making the goods and designs available to third parties, of whom there are reasonable grounds to believe that they will mimic the concerning good or design.
4. In case of any violation of the abovementioned prohibitions, buyer forfeits a fine, which is not open to mitigation, of 15 % of the purchase price with a minimum of € 500.00 per case or per manufactured good. Buyer also commits himself to impose the prohibition contained in this article, together with the penalty clause, on his legal successors in the form of perpetual clause, meaning that even his legal successors and their successors are bound towards W.G. van der Zanden.
5. In case of failure to comply with the obligation contained in the preceding paragraph will buyer, respectively the legal successor of the buyer, forfeit an immediately due fine, which is not open to mitigation, of € 5.000,00 per case towards W.G. van der Zanden.

Article 23 Disputes

In the absence of mandatory rules of law to the contrary, the court of Rotterdam has exclusive competent jurisdiction in all disputes, arising between W.G. van der Zanden and the buyer, wherein the parties cannot reach a mutually agreed solution. W.G. van der Zanden remains also entitled to summon the buyer before the competent court of the domicile of the buyer.

Article 24 Applicable law

All agreements or legal relationships between W.G. van der Zanden and the buyer, and all potential deriving disputes thereof, shall be exclusively governed by the laws of the Netherlands. The aforementioned also applies when a legal relationship is wholly or partly endorsed abroad or when a party involved in an agreement or legal relationship has its domicile abroad. The Vienna Sales Convention is expressly excluded.

Article 25 Amendment of terms

1 W.G. van der Zanden reserves the right to make alterations and/or additions at any time to these conditions and/or to any provision. Such amendments will take effect at the announced time of entry into force.
2. W.G. van der Zanden will send the modified terms and conditions timely to the buyer. In the event that no time is announced for an amendment to come into force, it shall come into effect for the other party, as soon as the latter is given notice to this effect.

Article 26 Final provisions

1. These conditions have been drafted in Dutch and English. The Dutch text and interpretations thereof shall at all times prevail over the English text.
2. All legal claims against W. G. van der Zanden, any compensation entitlements included, expire and/or become due after a period of 1 year after the claim and/or allocution arose.
3. The Dutch terms and conditions of W.G. van der Zanden have been filed at the offices of the Dutch Chamber of Commerce on 19 November 2015.The most recently filed version or the version that was applicable at the time at which the agreement with W.G. van der Zanden was formulated, shall be applicable at all times.