Article 1 DEFINITIONS
1.1 The terms used in these General Terms and Conditions are defined as follows:
General Terms and Conditions:
the present general terms and conditions
Van Straaten B.V. with registered office in
Boesingheliede and principal place of business in (2143
CE) Boesingheliede at the address Schipholweg 939,
registered with the Chamber of Commerce under
the natural or legal entity which Van Straaten enters into
an agreement with or intends to enter into an
all activities performed by Van Straaten under the
Agreement for the purpose of the Other party;
all goods delivered by Van Straaten to the Other party
under the Agreement;
every written offer to enter into an Agreement made by
Van Straaten to the Other party;
any Agreement concluded between Van Straaten and
the Other party, including any alterations or additions, for
the delivery of Goods and/or Services by Van Straaten to
the Other party.
Article 2 APPLICABILITY
2.1 These General Terms and Conditions apply to all Offers of and Agreements by and with
Van Straaten. These General Terms and Conditions also apply to all Goods and/or Services
that Van Straaten has fully or partially delivered and/or performed by a third party. These
terms also apply to any further or subsequent agreements between Van Straaten and the
Other party. The Other party is considered to have agreed to this.
2.2 Derogations from these General Terms and Conditions are effective only if they have
been expressly agreed between parties in writing. In that event, the expressly agreed on
derogations shall prevail. The applicability of any general terms and conditions of the Other
party is explicitly rejected.
2.3 Should Van Straaten deviate from these General Terms and Conditions in one or more
Agreements with the Other party, this deviation does not apply to any previous or future
Agreements between Van Straaten and the Other party.
2.4 Should one or more provisions in these General Terms and Conditions be fully or partially
void or voidable at any time, all other provisions in these General Terms and Conditions shall
remain fully in effect and parties will agree a new provision to replace the void or voidable
provision that takes account of the purpose and scope of the original void or voidable
Article 3 OFFERS AND FORMATION OF THE AGREEMENT
3.1 All Offers made by Van Straaten are without obligation and shall be valid for the period of
time as indicated by Van Straaten. Should Van Straaten not indicate a period of time in its
Offer, the Offer shall always automatically lapse after 30 days. All Offers may be revoked by
Van Straaten at any time, also if the Offer contains a period for acceptance.
3.2 Offers are based on details provided by the Other party. The Other party guarantees it
has provided the correct and relevant details.
3.3 Any documents which are part of the Offer such as brochures, technical descriptions,
details, images, colors and such, were made with the utmost care but are without obligation.
These are only used to provide a description to the Other party and shall not bind Van
Straaten in any way. Furthermore, the aforementioned materials are and remain Van
Straaten’s (intellectual) property.
3.4 Van Straaten cannot be held to its Offer in case the Other party may reasonably assume
that the Offer, or part thereof, includes an obvious error or typo.
3.5 An Agreement only becomes effective when Van Straaten receives its Offer back from
the Other party with their signature. Should the Offer have been made by Van Straaten by
email, the Agreement becomes effective after the Other party accepts the Offer by email.
3.6 Should the Other party accept an Offer, Van Straaten shall nevertheless be entitled to
revoke its Offer, verbally of in writing, within 8 days after receipt of the acceptance, in which
case no Agreement was effected between parties.
3.7 Should the acceptance of the Offer contain reservations and/or changes which were
added by the Other party, the Agreement – in derogation of the preceding – shall only
become effective when Van Straaten approves these reservations and/or changes in writing.
3.8 Should the Other party place an order with Van Straaten, verbally or in writing, without this
order being preceded by a written Offer made by Van Straaten, the Agreement only
becomes effective when Van Straaten confirms the order in writing or when Van Straaten
starts the performance of the order.
Article 4 PRICES
4.1 Unless otherwise indicated, the prices listed in an Offer or Agreement are in euros,
exclusive of VAT and exclusive of other government levies, as well as exclusive of any costs
arising from the Agreement. These levies and costs may be charged by Van Straaten
4.2 The price of the deliverable Goods are explicitly exclusive of the costs of films and
lithographs. These costs will be charged to the Other party separately, unless otherwise
agreed on in writing. The films and lithographs made for the performance of an Agreement
with the Other party shall remain the property of Van Straaten.
4.3 The prices listed in an Offer or Agreement for any Goods to be delivered by Van Straaten
are based on delivery ex warehouse Schiphol 939 in Boesingheliede. In practice this means:
exclusive of costs in connection with any transportation from Van Straaten’s warehouse to
the address of the Other party.
4.4 The prices of the deliverable Goods and Services are calculated by Van Straaten based
on cost factors, including the purchase price of raw materials and wages. Should one or
more cost factors change after the effectuation of the Agreement and this change have a
direct effect on the price of the deliverable Goods and Services, Van Straaten shall be
entitled to change the prices of any Goods and Services that have not been delivered
accordingly. Should the amended prices deviate more than 10% from the original agreed on
prices, the Other party shall be entitled to terminate the Agreement. In the event of a
termination of the Agreement by the Other party, Van Straaten shall never be liable for any
form of damages or reimbursement of costs to the Other party.
4.5 When making Offers, Van Straaten assumes that it will be able to carry out its activities
under normal and usual circumstances. Should special circumstances arise as a result of
which Van Straaten incurs subsequent costs, Van Straaten shall notify the Other party and
Van Straaten shall be entitled to charge these subsequent costs to the Other party.
4.6 Should Van Straaten perform any activities for the benefit of the Other party, in any
capacity, which were not recorded in writing in an Agreement between both parties; or
should any costs arise through the actions of the Other party, these activities/costs shall be
considered additional work and will be charged accordingly. The Other party is obligated to
pay for the additional work.
Article 5 PROVIDING DETAILS AND FILES
5.1 The Other party is obligated to provide all details, items and files necessary for the
performance of the Agreement or that the Other party may reasonably assume to be
necessary for the Performance of the Agreement, to Van Straaten before and no later that at
the start of the Agreement and in the format as required by Van Straaten. Files should always
be provided in accordance with the delivery specifications set by Van Straaten.
5.2 The Other party guarantees that the details, items and files it provides are correct and
5.3 Van Straaten is entitled to suspend its performance under the Agreement until the Other
party has provided the information and items mentioned in article 5.1 in accordance with the
relevant conditions and may charge any costs arising from delays and/or the improper
provision of information to the Other party. The Other party is obligated to compensate any
damage Van Straaten suffers from the delays.
5.4 Van Straaten shall carefully store the provided details, items and files during the
5.5 The risk of damage to or loss of the details, items and files provided by the Other party are
explicitly for the Other party, with the exception of intent or deliberate recklessness by Van
Straaten. Therefore, the Other party should make and keep copies of everything it provides to
Van Straaten and insure any items it provides to Van Straaten. The Other party indemnifies
Van Straaten against any third party claims in regard with damage to or loss of the details,
items and files provided by the Other party.
5.6 Only where the Other party requests this in time and to the extent this is possible, shall Van
Straaten return the provided details, items and files to the Other party. Should no request to
that effect be made by the Other party, Van Straaten shall destroy the provided details,
items and files after the completion of the Agreement.
Article 6 PERFORMANCE AGREEMENT AND DELIVERY
6.1 Upon the effectuation of the Agreement and Van Straaten’s receipt of all relevant
information, items and files, Van Straaten shall proceed with the performance or delivery of
the Services and/or Goods as included in the Agreement.
6.2 All provided and/or agreed on delivery periods are based on the details and
circumstances as they were known to Van Straaten at the effectuation of the Agreement.
These are never considered final deadlines, unless parties explicitly agree otherwise in writing.
Van Straaten shall endeavor to observe the delivery periods where possible, but the mere
exceeding of the delivery time shall not constitute a failure in the performance. Delays in the
agreed on term shall never entitle the Other party to terminate or discontinue the Agreement
nor to any damages or compensation of costs.
6.3 Van Straaten shall always deliver the finished Goods to its warehouse address. All risks with
regard to Goods to be delivered by Van Straaten shall transfer to the Other party at the time
that Van Straaten delivers the Goods there.
6.4 In the event that the Other party wishes Van Straaten to arrange transportation of the
Goods from its warehouse to another address indicated by the Other party and Van Straaten
agrees to this, this does not entail that delivery is made later or to another location than as
stated in article 6.3. Any Agreement concerning this transportation shall constitute an
additional arrangement and any costs and risks of transportation shall be fully at the expense
of the Other party.
6.5 The Other party must take immediate possession at the time of delivery (the date on
which these are finished). Van Straaten shall inform the Other when the production of the
Goods has finished. From the moment of delivery Van Straaten shall be entitled to invoice the
6.6 Van Straaten is entitled to deliver in parts (partial deliveries), and invoice these deliveries
separately. The Other party is obligated to pay these partial invoices in accordance with
article 14 of the General Terms and Conditions.
6.7 Should the Other party refuse to take possession of the ordered Goods, Van Straaten may:
a. deliver the Goods by means of an email notification in writing, in which case the email shall
be considered a packing slip of the delivery and Van Straaten shall be entitled to store the
Goods itself or at a third party from the moment of the written notification onwards, such at
the expense and risk of the Other party, including the risk of loss of quality;
or b. proceed to full or partial termination of the Agreement and sell or deliver the Goods to a
third party or parties. Should Van Straaten, in any way, suffer damages or incur costs resulting
from the fact that the Other party refuses to take possession of the ordered Goods, the Other
party shall be liable for this damage.
6.8 The Other party is obligated to do all that may reasonably be expected to allow timely
delivery by Van Straaten, in the absence of which Van Straaten shall be entitled to suspend
its obligation to deliver.
ARTICLE 7 PROOFS
7.1 Should Van Straaten provide proofs to the Other party prior to the definitive delivery of the
order, the Other party must check these proofs for faults and defects carefully and with due
speed and inform Van Straaten with due speed whether or not they approve the proofs. The
Other party may not unreasonably withhold its approval.
7.2 Should Van Straaten not receive any notice within 8 days of the delivery of the proofs as
referred to in article 7.1, the proofs are considered to be approved.
Article 8 INSTALLATION
8.1 In the event that the Agreement also includes the placement or installation of the
delivered Goods, the provisions of article 8 apply.
8.2 The Other party guarantees that any required permits were obtained, that all other
statutory requirements were met and that, when placement or attachment involves the
attachment of the Goods to or on other items, that these items are suitable for attachment.
8.3 The Other party guarantees that the area, the furnishings, the fittings, the equipment and
tools and all other items related to the assembly of the delivered Goods are in good
condition and are suitable for the agreed on installation.
8.4 Prior to the installation, the Other party must inspect whether the requirements of the
previous articles are met.
8.5 The Other party takes full responsibility of all financial consequences of any failure and
indemnifies Van Straaten against any third party claims.
Article 9 AMENDMENTS TO THE AGREEMENT
9.1 Should it become evident from the performance of the Agreement that its proper
performance warrants amendment or supplement of said Agreement, parties shall timely
consult with each other and amend the Agreement.
9.2 Should the nature, scope or contents of the Agreement be amended, this may have
consequences for the price and delivery period as originally agreed on. Should that be the
case, Van Straaten shall inform the Other party of the new price and timeframe as soon as
possible. The Other party accepts the possibility of an amendment and/or additions to the
Agreement, including a change in price and delivery period.
9.3 Should the Agreement be amended, such including any additions, Van Straaten shall be
entitled to suspend the performance of the original Agreement until the Other party gives its
written approval of the performance of the altered Agreement and its altered price,
timeframe and other conditions.
9.4 Should a proper performance of the Agreement require an amended Amendment, the
Other party must cooperate with such an amendment within reason. Should the Other party
refuse to provide written approval of the amendments within a reasonable period of time,
Van Straaten shall be entitled to terminate the Agreement without being obligated to
compensate the Other party for any damage. In the event that the Other party
unreasonably withholds the Approval, the Other party – irrespective of whether Van Straaten
has terminated the Agreement – shall be obligated to pay the original agreed on price to
9.5 Van Straaten may refuse a request to change the Agreement should this qualitatively
and/or quantitively influence the activities or deliverable Goods, without this resulting in Van
Article 10 RETENTION OF TITLE
10.1 The title of the Goods delivered by Van Straaten to the Other party only transfers to the
Other party upon complete fulfilment of all obligations the Other party has towards Van
Straaten under all Agreements and any Services or activities provided to that end, such within
the limits of article 3:92 Dutch Civil Code. Van Straaten shall not lose its (retention) of title when and/or as a result of the Other party’s processing or adaption of the Goods received from Van Straaten. In that event, the Other party shall automatically retain said items on behalf of Van Straaten.
10.2 The Other party shall never be entitled to dispose of (sell) or encumber and/or give on
loan any of the Goods delivered subject to retention of title without Van Straaten’s
permission, until the complete fulfilment of all obligations the Other party has or may have
towards Van Straaten under all Agreements between the Other party and Van Straaten and
from any Services or activities provided to that end. This also applies to the Other party should
they act as middleman.
10.3 If the Other party is in default of its obligations or if there is a reasonable fear that it will
not fulfil its obligations, Van Straaten is entitled to retrieve, or have retrieved, the Goods
subject to the retention of title referred to in article 1 from the Other party or from any third
parties holding the Products for the Customer. The Other party is obligated to provide full
cooperation with this subject to an immediately due and payable penalty of 10% of the full
amount it owes to Van Straaten for each day of half-day that the Other party remains in
default, such without prejudice to Van Straaten’s right to claim performance of the
obligations in the previous sentence and/or claim damages.
10.4 The Other party shall not be credited for any items retrieved under the provisions of this
article and the payment obligation, including interest, shall continue to exist.
10.5 Furthermore, Van Straaten shall deliver all Goods subject to an undisclosed pledge. After
the lapse of the retention of title, the Goods thus transferred shall be encumbered with a
silent pledge held by Van Straaten. These pledges provide additional security for the
payment of all that Van Straaten can claim from the Other party in any capacity, now and in
the future. The Other party shall sign a deed creating a right of pledge immediately at Van
Straaten’s request and register this deed with the tax and customs administration
Article 11 DUTY OF INVESTIGATION/COMPLAINTS
11.1 The Other party is obligated to inspect the quantity and the quality of the Goods and/or
Services within 8 days of delivery and establish their soundness and compliance with the
Agreement between Van Straaten and the Other party.
11.2 In the event that the Other party finds a defect in the quantity and/or quality of the
delivered Goods and/or Services, the Other party must inform Van Straaten of this in writing,
immediately after discovery and always within 8 days of delivery of the Goods and/or
Services. Should the Other party prove that they could not reasonably have discovered the
defect within the aforementioned term (hidden defect), the Other party must report the
defect to Van Straaten in writing within 8 days of its discovery, or within 8 days of reasonably
having been able to discover the defect.
11.3 The written notification referred to in article 11.2 must include a description of the defect
containing as much detail as possible. In addition to this, the Other party must include the
invoice number and – if applicable – the packing slip of the delivery, allowing Van Straaten to
react to the complaint as adequately as possible.
11.4 Should the Other party not lodge its complaint within the period of time stated in article
11.2, or should the complaint not meet the other requirements of article 11.3, all rights the
Other party may have in regard to the discovered defect or the discovered failure lapse by
operation of law.
11.5 Should a complaint be found valid, whether or not by Van Straaten, Van Straaten may
opt to (a) improve/repair the relevant part of the delivery or to provide a replacement
delivery to the Other party at the delivery address of the original delivery, therefore ex
warehouse in accordance with article 6.3, unless expressly agreed otherwise, or (b) to send a
credit note to the Other party for the relevant part of the delivery, which is then considered to
have been canceled.
11.6 The Other party is only permitted to return the Goods to Van Straaten after Van
Straaten’s prior written consent. Return shipments which were not preceded by a complaint
including the relevant details followed by Van Straaten’s written permission for return, are not
allowed. In the event that the Other party returns the Goods contrary to the
abovementioned stipulations or without due cause, Van Straaten shall hold any Goods it
does not refuse for the Other party, such at the expense and risk of Customer. Van Straaten
shall keep these Goods without any acknowledgement of the validity of Other party’s claim
under a guarantee. The costs of any return shipments are at the expense of the Other party.
11.7 Complaints do not release the Other party of its payment obligations.
Article 12 FULFILMENT VAN STRAATEN/GUARANTEES/FAILING
12.1 Van Straaten shall perform its activities to the best of its knowledge and ability and in
accordance with high standards and current scientific knowledge, under the condition that
Van Straaten shall be properly informed by the Other party prior to and during the
performance of the Agreement. Van Straaten shall make every effort to deliver the Goods in
same quantity and quality as ordered by the Other party.
12.2 Statements made by or on behalf of Van Straaten with respect to the quality,
composition, possibilities of application and characteristics in the broadest sense of the word
et cetera of the delivered Goods shall only be considered guarantees when these have
been expressly confirmed as guarantees by Van Straaten explicitly and in writing (using the
word ‘guarantee’). The applicability of any guarantee is explicitly excluded for normal wear
and tear, including but not limited to gradual discoloration and decrease in gloss and
shrinkage of the material due to temperature fluctuations and any damage inflicted by the
Other party itself, in any way.
12.3 When the Goods delivered by Van Straaten match the approved proof and/or once the
Other has fully or partially used the Goods, altered, processed or delivered the Goods
delivered by Van Straaten to third parties, Van Straaten’s performance of the Agreement is
deemed to have been adequate.
12.4 Small deviations with respect to the quality, color, size, weight, finishing, design etc.,
which are commonly considered acceptable or cannot be prevented as well as normal
wear and tear of the delivered Goods, shall never constitute ground for failure on the part of
12.5 Should the delivered Goods be in accordance with the Agreement, yet turn out to be
unsuitable for the purpose intended by the Other party, this is at the Other party’s risk. This
does not constitute failure on the part of Van Straaten.
Article 13 FORCE MAJEURE
13.1 In these Terms and Conditions, force majeure pursuant to article 6:75 Dutch Civil Code
includes, but is not limited to the contents of the law and jurisprudence, all external causes,
whether anticipated or not, that are beyond Van Straaten’s control, yet render Van Straaten
unable to fulfill its obligations or making the fulfilment of the Agreement so impossibly onerous
and/or disproportionately costly that fulfilment of the Agreement cannot reasonably be
expected of Van Straaten. Strikes in the company of Van Straaten or of third parties shall
always be included in this definition, as well as extreme weather conditions, machinery
breakdown, machine malfunction, interruptions in the delivery of energy and the
circumstance that Van Straaten does not, not timely or not correctly receive a deliverable
that it requires for its own delivery. Van Straaten is also entitled to invoke force majeure if the
circumstances which prevent (further) fulfilment of the Agreement occur after Van Straaten
should have fulfilled its commitments.
13.2 Van Straaten may suspend its obligations arising from the Agreement during the period
that the force majeure continues. Should the duration of force majeure exceed two months,
both Van Straaten and the Other party shalll be entitled to terminate the Agreement, without
obligations to compensate the other party’s damage/costs.
Article 14 PAYMENT
14.1 Van Straaten determines the payment conditions. Van Straaten may require a down
payment before starting its performance of the Agreement
14.2 Unless otherwise agreed, any payments due by the Other party should be made to Van
Straaten within 30 days of the invoice date. The value date on the bank statement
determines the date of payment.
14.3 Should the Other party have objections to the invoice it receives, the Other party must
make these objections known to Van Straaten in writing no later than within 8 days after the
invoice date, in the absence of which the invoice shall be considered correct.
14.4 The Other party shall never be entitled to suspend its obligations towards Van Straaten
and/or settle any amount with its own claim on Van Straaten.
14.5 Should the Other party not pay the invoice within the payment term, the Other party
shall be in default automatically. Should the Other party be in default, it owes a contractual
interest of 1% per month or part of a month on the amount it owes, unless the statutory
(commercial) interest rate is higher, in which case the statutory (commercial) interest rate
14.6 All costs, legal and extrajudicial costs, incurred by Van Straaten in purport of its rights, are
at the expense of the Other party. The extrajudicial costs are determined at 15% of the
relevant amount with a minimum of € 200,- excluding VAT.
14.7 Should Van Straaten, in any way, suffer damage or incur costs resulting from the fact that
the Other party refuses payment, in any way, the Other party shall be liable for this damage.
14.8 Payments made by the Other party shall first be applied to settle the costs, then the
interest that has fallen due and finally the principals and shall first be applied to the oldest
outstanding amounts before being applied to any new amounts due.
14.9 Should Van Straaten consider it desirable and always in the event that the Other party is
in default with any payment obligation, Van Straaten shall be entitled, in derogation of the
agreed on payment arrangement and after the Agreement was concluded, to demand
payment in advance or a security for the payment obligations of the Other party. The Other
party shall adhere to Van Straaten’s request immediately.
14.10 Should the Agreement be concluded with more than one Other party, all Other parties
shall be severally liable for the payment obligations arising from the Agreement.
Article 15 FEAR OF NONFULFILMENT
15.1 Should circumstances brought to the attention of Van Straaten after the conclusion of
the Agreement give Van Straaten good ground to fear that the Other party cannot, not
correctly and/or not timely fulfil its obligations, such for instance in case of bankruptcy or
suspension of payment or when an application for one of these measures is pending, or when
a decision of termination or merger of the Other party has been taken or when prejudgment
or executory attachment is or will be attached to any part of the Other party’s assets, or
when the Other party fails in any payment obligation towards Van Straaten, all payment
obligations the Other party has towards Payment will fall due and payable immediately. In
such a case, Van Straaten is entitled to claim immediate payment of the amounts due or a
security in regard to the amounts due.
15.2 In that event, Van Straaten shall be entitled to suspend the performance of the
obligations it has towards the Other party until payment and/or sufficient security of all
payment obligations has been provided. Should Van Straaten choose to execute that right, it
will not in any way be obligated to pay damages to the Other party or compensate costs
arising from this decision.
15.3 The Other party is liable for all damage Van Straaten incurs as a result of the previous.
Article 16 TERMINATION
16.1 All Agreements executed between Van Straaten and the Other party may be
terminated early and with immediate effect, or by and through a single notification in writing,
such without Van Straaten being obligated to pay any (financial) damages and while
retaining any of Van Straaten’s rights, in any of the following circumstances:
a. when the Other party is declared bankrupt or when suspension of payment is granted;
b. when a petition for bankruptcy is lodged against the Other party or when a request for
suspension of payment is lodged;
c. when the Other party offers its creditors a voluntary arrangement;
d. when the company of the Other party ceases its business or is at the risk of ceasing its
e. when circumstances brought to the attention of Van Straaten after the conclusion of the
Agreement give Van Straaten good ground to fear that the Other party cannot meet its
obligations in a correct and timely manner and/or when Van Straaten finds that the
collection of current or future claims cannot be secured;
f. the Other party does not, not fully or not timely fulfil any of its obligations pursuant to the
Agreement between Van Straaten and the Other party or any of its obligations by law, and is
therefore in default; or
g. when delays on the part of the Other party mean that Van Straaten can no longer
reasonably be expected to fulfil the Agreement on the original conditions;
h. when circumstances arise which render the fulfilment of the Agreement impossible or if any
other circumstances arise which render an unaltered continuation of the Agreement on the
side of Van Straaten unreasonable.
16.2 In case of termination of the Agreement on whichever ground, all claims Van Straaten
has on the Other party become immediately due and payable and Van Straaten shall be
entitled to payment of any activities it has performed and costs it has incurred.
16.3 Should the termination under the provisions of article 16.1 be attributable to the Other
party, Van Straaten shall be entitled to compensation of the damage it subsequently suffers.
Article 17 LIABILITY VAN STRAATEN
17.1 Should Van Straaten be liable towards the Customer for damage suffered in connection
with the Agreement, or arising from a wrongful act, or on any other basis, this liability shall be
limited to a total as regulated in this provision:
a. Van Straaten shall never be liable for damage arising from Van Straaten’s use of any
incorrect information/files provided by or on behalf of the Other party;
b. Van Straaten shall never be liable for the Other party suffering any lost profit, lost income,
lost turnover, lost savings, loss due to business or other interruption.
c. Van Straaten’s liability towards the Other party is at all times limited to the amount covered
by Van Straaten’s liability insurance in a particular case;
d. In the event that the liability insurance of Van Straaten – for whatever reason – does not
pay out, Van Straaten’s liability shall be limited to the net value of the invoice of the Goods
and/or Services relating to the events giving rise to the damage; or, when the event relates to
more than one invoice, the net value of the last invoice of this series of invoices sent by Van
Straaten to the Other party prior to the event giving rise to the damage; or, when a delivery
of Goods and/or Services was not cause for the events giving rise to the damage, or if no
invoice was sent, the net value of the last invoice sent to the Other party by Van Straaten
prior to the event giving rise to the damage;
e. In the event that the liability insurance of Van Straaten – for whatever reason – does not
pay out, Van Straaten’s total liability towards the Other party for any late and/or incorrect
fulfilment or arising from any other cause – irrespective of the number of events giving rise to
the damage – shall always be limited to the net amount of the last invoice sent to the Other
party by Van Straaten prior to the event giving rise to the damage;
17.2 The aforementioned limitation of liability does not apply in case of intent or deliberate
recklessness on the part of Van Straaten and/or its managers.
17.3 All subordinates of Van Straaten can equally appeal to the provisions above in any
matters against the Other party and any third parties.
17.4 Damage for which Van Straaten can be held liable, should be reported to Van Straaten
in writing without delay but always within 8 days after the occurrence of said damage, at the
risk of such a claim lapsing. This term does not apply when Van Straaten can make a
plausible case that the damage could not be reported sooner for well-founded reasons.
17.5 A liability claim towards Van Straaten lapses within 12 months upon the Other party
becoming aware of the event from which the damage arises or may reasonably be assumed
to have been aware of this event.
Article 18 INDEMNIFICATION
18.1 The Other party is liable for all damages, losses, costs and expenses which Van Straaten
or any third party may suffer resulting from or in connection with the Other party’s failing in
the performance of the Agreement, irrespective of whether the damage was caused by the
Other party, its staff or another (legal) person or item for which the Other party is liable by law.
18.2 The Other party fully indemnifies Van Straaten against all third party claims in regard to
damage, losses, costs and expenses that third parties suffer from or relating to a failure in the
performance of an Agreement by the Other party, explicitly not limited to claims as intended
in article 6:185 in conjunction with 6:190 Dutch Civil Code, as well as the deductible referred
to in these articles, as well as claims arising from infringement of any intellectual property right
in connection with the delivered items.
18.3 Should Van Straaten be addressed by third parties in that respect, the Other party shall
be obligated to assist Van Straaten both in legal and other proceedings and promptly do all
that may be expected of it in such a situation.
18.4 The Other party will provide an adequate insurance to cover the abovementioned
performance risk. The Other party is obligated to demonstrate its compliance with this
obligation immediately on request of Van Straaten. The Other party shall always bear the cost
of any policy excess. Should the Other party be able to claim insurance coverage of its
liability towards Van Straaten, the Other party must ensure that any insurance payments shall
be made out to Van Straaten directly. Any insurance payment to Van Straaten based on an
insurance agreement taken out by the Other party does not impair Van Straaten’s right to
claim damages from the Other party, to the extend that these exceed the insurance pay
18.5 The Other party is always obligated to make every effort to limit the damage.
18.6 Should the Other party fail to take adequate measures, Van Straaten shall be entitled,
without notice of default being required, to take these measures itself. All costs and damage
subsequently arising on the part of Van Straaten and third parties, will be wholly at expense
and risks of the Other party.
Article 19 INTELLECTUAL PROPERTY RIGHTS, SEMIFINISHED PRODUCTS, PRODUCTION RESOURCES
19.1 The Other party guarantees towards Van Straaten that the performance of the
Agreement does not infringe any intellectual property rights held by a third party.
19.2 All intellectual property rights, including – but not limited to – trademarks, copyright,
design and database rights, which originate from or were used for the purpose of the
performance of the Agreement and/or which were included in the Goods or an advice,
including – but not limited to – analyses, surveys, products, production processes,
applications, drafts, designs, drawings, inventions, models, techniques, works, procedures,
outcomes, creations, presentations, computer programs, knowhow, data collection and
other knowledge gained, are exclusively vested in Van Straaten, unless explicitly otherwise
agreed in writing.
19.3 The Other party shall at all times fully respect all intellectual property rights held by Van
19.4 The Other party is not permitted to communicate this intellectual property to the public,
or reproduce, use, commercialize, deliver, in any way sell or register the intellectual property
in any way other than to use the delivered Goods in accordance with their purpose.
19.5 All items produced by Van Straaten in connection with the performance of the
Agreement, such as production resources, semifinished products and auxiliary materials, with
the exception of the Goods, shall remain Van Straaten’s sole property, even if the Other party
has paid a compensation for their production. Van Straaten is not obligated to deliver these
items to the Other party or to keep them.
19.6 Should the Other party request that Van Straaten performs the Agreement with the aid
of or by processing production resources, semifinished products or auxiliary materials
provided by the Other party, this shall be done entirely at the Other party’s risk. Any
consequences arising from this shall never constitute failure on the part of Van Straaten.
Article 20 – APPLICABLE LAW AND DISPUTE SETTLEMENT
20.1 Dutch law exclusively governs all legal relationships to which Van Straaten is party, even
when the performance of the obligation is executed fully or partially abroad or when a party
to the legal relationship resides abroad. The applicability of the Vienna Sales Convention 1980
(CISG) is explicitly excluded.
20.2 The court in Noord-Holland, location Haarlem, the Netherlands has exclusive jurisdiction
to hear all disputes, unless otherwise provided by mandatory law. This does not, however,
impair Van Straaten’s right to submit a dispute to the court which has jurisdiction according to
20.3 Only the Dutch language version of these conditions takes precedence. Any deviations
in a translation are superseded by the Dutch text.
Article 21 – AUTHENTIC VERSION
Only the Dutch language version of these conditions takes precedence. Any deviations in a
translation are superseded by the Dutch text.