General Terms and Conditions of Sale

In these General Terms and Conditions, Leisure Export Group means: Leisure Expert Group and all its affiliated (sister or subsidiary) companies, as well as the company Aniba Productions BV, using these general terms and conditions and who are hereinafter are referred to as ‘Contractor’. In these General Terms and Conditions, the persons (or legal entities) and companies who are considering and/or forming an agreement with the Contractor are referred to as the ‘Client’.

Article 1: APPLICABILITY

1.1            These General Terms and Conditions apply to all offers and quotations issued by the Contractor, to all agreements concluded by/with the Client and all legal relationships arising from those agreements or connected to those agreements as well as to all legal acts, deliveries and work carried out by the Contractor, unless the Parties explicitly agree otherwise in writing.

1.2            Departures from, and additions to, these General Terms and Conditions only bind the Contractor if, and insofar as, they have been agreed in writing.  The Contractor explicitly rejects any terms and conditions in use by the Client, with the exception of the explicit acceptance of such conditions in writing by a person authorised to this end at the Contractor within the context of a specific transaction. This manner of acceptance of the applicability of such terms and conditions shall never imply that those terms and conditions also apply or shall also apply to other transactions between the Client and the Contractor.

1.3            The nullity or annulment of one or more provisions of these General Terms and Conditions does not impair the applicability of the other provisions. In that case, the Contractor and the Client shall discuss the replacement of provisions that are null and void or annulled with provisions that are as consistent as possible with the objective and purport of the null and void or annulled provisions.

Article 2: QUOTATIONS AND OFFERS

2.1             All quotations, price offers, advice, documentation and information – however named – of the Contractor are without obligation and are valid for a period of fourteen days, unless a different term is included in the quotation. The Contractor reserves the right to change or withdraw prices and quotations as long as an agreement has not been formed.

2.2             If the Client accepts the quotation outside the set period, this acceptance is deemed to be a new offer which can be accepted or refused by the Contractor. If the Client proposes changes to the quotation, the Client, by doing so, makes a new offer that can be accepted or refused by the Contractor.

2.3             In the event of combined quotations there is never an obligation to deliver a part of such unless the Contractor has confirmed the partial acceptance of an offer in writing. The partial acceptance by the Client is then deemed to be a new offer which can be accepted or refused by the Contractor.

2.4             The Client who accepts an offer and issues an instruction is irrevocably bound to this. The Contractor is still entitled to revoke an offer within five days after it has been accepted by the Client.

2.5             Unless expressly otherwise stated, all quotations are exclusive of the payable turnover tax, material costs, travel and accommodation expenses and other cost price increasing levies and taxes.

2.6             Manifest clerical errors or omissions in the description or price estimates in quotations, catalogues, price lists and/or order confirmations do not bind the Contractor; even if the Client has accepted the offer with the (manifest) clerical error or omission, no agreement has been formed. If the situation as set out above occurs, the Contractor shall notify the Client of this immediately on discovery, after which the Contractor and the Client must enter into negotiations again on the conditions.

Article 3: INSTRUCTION

3.1            All written and verbal agreements made before the signing of the agreement shall lapse with the signing of the relevant agreement, unless the parties have otherwise agreed in writing.

3.2            Only the agreement signed by both parties or the offer or the acceptance by the Contractor or the invoice for the performance of the work respectively is deemed to correctly reflect the content of the agreement.

3.3            Agreements made by persons employed by the Contractor or by third parties engaged by the Contractor only bind the Contractor if these persons are authorised to make agreements or bind the Contractor if a person authorised to this end by the Contractor has confirmed the agreement or contract in writing.

3.4            Changes or additions to the agreed instructions and/or work are only valid if they have been agreed in writing, or because the work has been carried out by the Contractor accordingly.

Article 4: PERFORMANCE OF THE WORK, DELIVERY

4.1            Unless it unequivocally follows from the nature of the agreement that an agreed time and/or date contains a strict deadline, the stated dates and times are by approximation only. The Contractor shall not be in default by the mere exceeding of a term and the Client cannot derive any rights from this, terminate the agreement wholly or in part, or claim compensation unless expressly otherwise agreed.

4.2            If a particular completion/delivery date has been agreed, this will be automatically extended if there is stagnation in the performance which cannot be attributed to the Contractor, such as by the actions of the Client or by third parties engaged by the Client, unworkable weather or other special circumstances as referred to in article 10.

4.3            The Contractor is authorised at all times, without this requiring the permission of the Client, to outsource the instructed work to third parties either wholly or in part.

4.4            The Contractor is authorised at all times, without this requiring the permission of the Client, to transfer all the rights and obligations arising from the agreements entered into with them to third parties.

4.5            If the Contractor, on request or with prior permission of the Client, has carried out work falling outside the content and/or extent of the agreed service provision, the Client owes the Contractor an additional fee to be determined by the Contractor on the basis of its rates. The Contractor is not obliged to carry out work outside the content and/or extent of the agreed service provision and can demand that a separate agreement is formed for this.

4.6            Extra costs associated with a request from the Client to have the performance of the work and/or delivery of a project take place earlier or later than was agreed are for the account of the Client.

Article 5: SECONDMENT

5.1             A secondment assignment can be entered into for a definitive or indefinite period.

5.2            The secondment assignment for an indefinite period can be terminated by both parties at any time with due observance of a notice period of at least one month.

5.3            The secondment assignment for a definitive period terminates by operation of law by the expiry of the definitive period.

5.4            Each secondment assignment terminates by operation of law at the time the seconded person terminates the employment contract with the Contractor and the Contractor is not able to deploy a replacement within one month.

5.5            Early termination of the secondment assignment is only possible with the consent of all parties unless one of the following situations occurs: the employment contract between the Contractor and the seconded person ends and/or if one of the parties can demonstrate, giving reasons, that it can no longer be demanded from it that this secondment is continued.

5.6            The Client is never entitled to bind or try to bind the seconded person to it, e.g. by offering an employment contract, a contract for services or otherwise, without the prior written permission of the Contractor. On breach of this prohibition, the Contractor is entitled to terminate the secondment assignment with the Client with immediate effect without having to pay compensation for any loss on the part of the Client. The Client must pay the loss the Contractor suffers as a result.

5.7            As part of the secondment assignment, the Contractor provides a job description which the seconded person must fulfil and to which the Client is held. The job description can only be adjusted after written approval by all parties.

5.8            The office hours, the number of working hours and rest periods of the seconded person are equal to times and hours in use at the Client in this respect, unless otherwise agreed in the assignment. The Client is obliged to take account of employment law provisions applicable to the seconded person such as the law, CLA and individual employment contract.

5.9            The Contractor is not liable for loss caused by the seconded person to the Client or to third parties in the performance of the work for the Client. The Client indemnifies the Contractor against claims by third parties in this respect.

Article 6: RATES

6.1            For the work to be carried out by the Contractor, the following may be agreed between the Client and the Contractor: a) a fixed contract sum, b) hourly rates on the basis of execution of the work on the basis of a cost-plus contract, c) settlement by means of another measurable and agreed unit.

6.2            Unless expressly otherwise indicated, all prices are exclusive of delivery costs, VAT and other levies imposed by the competent government. Prices and rates not exclusively addressed to the Client do not bind the Contractor. Third parties cannot derive rights from prices and rates in an offer addressed to the Client.

6.3            The Contractor has the right to adjust the agreed prices and rates – with immediate effect – on the basis of the average change of the cost price of the goods and/or services to be delivered by the Contractor, exchange rates and taxes and levies imposed by government. An adjustment of agreed prices and rates does not affect the agreement in any other respect.

6.4            Unless otherwise agreed in writing, the agreement to carry out work is based on performance under normal working conditions during normal (office) working hours. The Contractor is entitled to charge work carried out outside normal working hours additionally to the Client.

6.5            If no agreement is reached on an offer or if this otherwise does not lead to an assignment, the Contractor reserves the right to charge reasonably already incurred costs for the prospective Client.

6.6            If the Contractor renders a service to the Client, such as working out designs, making/working out assembly calculations, making/working out implementation drawings, as well as visiting structures, supervision and discussions, the Contractor is entitled to charge the Client costs for this separately, unless otherwise agreed in writing.

6.7            The Contractor is entitled to charge additional work, which includes work and rates not included in the original quotation, to the Client. If reasonably possible, the Contractor shall always notify the Client of this and the Client is obliged to pay for the additional work.

6.8            If during the performance of the agreement, circumstances occur which were unforeseen at the time the agreement was formed, the resulting additional costs are for the account of the Client.

Article 7: OBLIGATIONS OF THE CONTRACTOR

7.1            During the work, the Contractor shall comply with the designs and/or specifications, instructions and/or directions provided by the Client if and to the extent this is agreed, if they are provided on time, are sound and insofar as they are in accordance with government and/or safety regulations and other applicable regulations to be complied with. The Contractor is never obliged to follow instructions which affect the content and/or extent of the agreed service provision.

7.2            The Contractor shall carry out the work such that the result is suitable for the purpose agreed or notified at the time of the acceptance of the instruction by the Contractor, such if and insofar as it is in accordance with the applicable government and/or safety regulations and other applicable legislation.

7.3            To avoid misunderstandings, it is emphasised that the Contractor, without prejudice to the provisions in article 7, has creative freedom in the realisation of the products and/or services to be delivered by the Contractor.

7.4            The Contractor is at all times entitled to wear his/her own work clothes at any location where he/she is working.

Article 8: OBLIGATIONS OF THE CLIENT

8.1            In the event of work in a different country than the Netherlands, the Client must inform the Contractor of national and/or local regulations relating to the work to be carried out, in particular about the applicable safety regulations and about national and/or regional regulations relating to, or affecting, employees of the Contractor working there. The Client is also obliged to render the Contractor all reasonable possible support to apply the applicable regulations in the correct manner.

8.2            The Client indemnifies the Contractor against claims by third parties relating to the failure to comply with government rules in the event the Client has failed to inform the Contractor properly.

8.3             The Client must insure itself against the usual risks in its sector.

8.4            If the work is carried out by the Contractor on location of the Client, the Client shall ensure there is a suitable and safe working environment which complies with all applicable regulations, including the applicable safety regulations.

8.4            The Client must ensure that during the period the Contractor carries out work on location of the Client, the goods, materials, designs and other creations used or produced on location are kept in a safe and secured space which is only accessible by the Client and Contractor. In the event the Client does not provide this space, the Contractor is entitled to hire such a space itself, in which case the Client is responsible for the costs of such.

8.5            The Client shall pay the Contractor an additional payment for following directions and instructions as referred to in article 7.1 which affect the content and/or extent of the agreed work to be determined by the Contractor on the basis of its rates.

Article 9: PAYMENTS

9.1            The Contractor is at all times entitled to demand an advance from the Client or to demand that the Client pays for the goods in a lump sum on delivery.

9.2            The Contractor is entitled to demand periodic payment for work already carried out and to invoice this accordingly, irrespective whether or not a total amount has been agreed, in which case the periodic (partial) payments are deducted from the agreed total price.

9.3            Unless otherwise agreed in writing, the Client must, after signing the agreement but before the commencement of the work, make a down payment of half the total amount (50%).

9.4            Unless otherwise agreed in writing the Client must, from the moment the Contractor commences with the agreed work, periodically pay 40% of the total amount of the offer to the Contractor in equal parts of minimum 10% of the total amount. The still remaining 10% of the outstanding amount must be paid by the Client at the latest 30 days after delivery of the work/project.

9.5            Payment is in Euros, unless expressly otherwise agreed.

9.6            The Client shall always receive proper evidence of payment in the event payments are in cash.

9.7            Unless otherwise agreed in writing, invoices must be paid into the bank account number of the Contractor within the term stated on the invoice or, in the absence of such, within a term of fourteen days, without any discount, deduction or settlement on the side of the Client being allowed. An invoice is only paid if the Contractor has received the total amount of such.

9.8            Without prejudice to the provisions of mandatory law, the Client is not entitled to suspend and/or settle its payment obligations towards the Contractor without the written permission of the Contractor.

9.9            If the agreed payment term is exceeded or if such has not been set, when exceeding the terms referred to in this article 9, the Client is in default by operation of law and the Contractor is entitled to charge the statutory commercial interest or a contractual interest of 1.5%, if this is higher, until the day payment has been received in full.

9.10          All judicial and extrajudicial collection costs incurred by the Contractor in collecting the outstanding payments from the Client are for the account of the Client. The payments made by the Client serve firstly to pay the due interest and costs and subsequently to pay the claims from the agreement which have been outstanding the longest, even if the Client states that the payment relates to a different claim.

9.11          In respect of the monetary value of the invoices, the administrative records of the Contractor are decisive, subject to evidence to contrary by all means legal.

9.12          If the Client fails to comply with its payment obligations towards the Contractor in full or within the applicable payment term, the Contractor has the right to fully suspend its obligations towards the Client.

9.13          The amounts payable by the Client to the Contractor are immediately due and payable in the following cases:

                  – if after the formation of the agreement the Contractor becomes aware of circumstances giving good grounds to fear that the Client will fail to comply with its obligations;

                  – if on entering into the agreement the Contractor requested the Client to provide security for the performance and this security is not forthcoming or is inadequate. In said cases, the Contractor is entitled to suspend the further performance of the agreement or to proceed to terminate the agreement, all this without prejudice to the right of the Contractor to claim compensation;

                  – in the event of liquidation, bankruptcy or the application for suspension of payment by the Client.

Article 10: FORCE MAJEURE

10.1          The Contractor has the right to (temporarily) suspend all its obligations under the agreement and these General Terms and Conditions wholly or in part without being liable to pay compensation in the event of force majeure on its part as a result of which it cannot reasonably be expected of the Contractor that it shall comply with its obligations.

10.2          Force majeure on the part of the Contractor means all facts and circumstances outside the control of the Contractor and on the basis of which the performance of the agreement cannot be reasonably demanded, including the following circumstances listed below, which list is not exhaustive: the failure by third parties to deliver goods or to deliver them on time on which the Contractor relies, sickness of personnel of the Contractor, defects in auxiliary and/or transport means, terrorist threat, loss or damage of material (whether or not during transport), fire, work strike, traffic impediments, shortage in raw materials /auxiliary materials /electricity, excessive rise in demands on the part of the Client, frost, floods, storm, freezing rain, snow and similar impeding weather conditions.

10.3          If the force majeure situation lasts longer than 30 days or if performance of the agreement is no longer possible or no longer stands to reason, both the Contractor and the Client are entitled to terminate the agreement wholly or in part without having to pay compensation due to the termination. All the work carried out and the costs incurred in the performance of the agreement are charged to the Client.

Article 11: RISK TRANSFER & COMPLAINTS

11.1          From the moment the Contractor has delivered the designs and/or goods, wholly or in part, to the indicated location or to the agreed place of delivery or, if the work was carried out on location, the moment the work carried out and/or project and/or goods (hereinafter referred to as ‘the Project’) are offered in delivery, the risk transfers to the Client.

11.2          On delivery of the Project, the Client must inspect for soundness and operation, damage and other imperfections. If on delivery, the Client has no comments and/or complaints, the Client is deemed to have approved the Project and delivery has taken place.

11.3          In general the Client is obliged, if the delivered project does not meet the agreement, to notify the Contractor of this within a reasonable period after the Client has discovered this or reasonably should have discovered this. The term for notification is in any event no longer than fourteen (14) days from the time of discovery that the delivered project does not meet the agreement.

11.4          Complaints do not release the Client from its payment obligation.

11.5          Complaints can be addressed to the relevant project manager and are processed at the latest within fourteen days.

11.6          Complaints relating to the choices made by the Contractor which do not affect the quality of the Project as referred to in article 11.2, such as complaints about the selected music, colour use and other complaints relating to ‘taste’, do not constitute a breach of contract on the part of the Contractor, unless particular choices/wishes had been expressly included in the contract for services.

11.7          Minor deviations, which are of no, or minor, influence on the value of use of the Project as referred to in article 11.2, do not constitute a breach of contract on the part of the Contractor.

Clause 12: GUARANTEE, LIABILITY & COMPENSATION

12.1          Excluded from guarantee is damage as a result of normal wear and tear, intensive use, incompetent treatment, improper use, use of unsuitable accessories, repairs carried out by others than the Contractor, failure to comply with regulations as set out in the Technical Construction Document and failing to comply with other directions and instruction issued by the Contractor.

12.2          If the Client relies towards the Contractor on its guarantee obligations, the burden of proof 
rests with the Client to show incorrect numbers, incorrectness or defectiveness of goods or that the staff of the Contractor have carried out the work with insufficient professionalism.

12.3          Goods originating from third parties and not treated or processed by the Contractor are exclusively covered by the guarantee conditions of this third party, which shall be included in the delivery by the Contractor to the Client. The Contractor is never liable for direct or indirect loss arising from goods originating from third parties.

12.4          The Contractor is not liable for direct loss as a result of any failure in the performance of the obligation of the Contractor or third parties engaged by the Contractor unless there is an intentional act or gross negligence on the part of the Contractor.

12.5          The Contractor is not liable for damage arising on the part of the Client during the performance of the work to (non-exhaustive): persons, buildings, installations or other items, or for any other damage which may directly or indirectly be the result of work of the Contractor or third parties engaged by the Contractor, unless there is an intentional act or gross negligence.

12.6          The Contractor is not liable for indirect loss, including consequential loss, loss of profit, lost savings, destruction or loss of files and/or data, loss due to delay, suffered loss, loss caused by the defective provision of information, loss due to business interruption or due to claims on the Client by third parties.

12.7          The Client indemnifies the Contractor against claims by third parties as a result of loss caused by or on account of the Client.

12.8          The Client is liable for damage to and/or loss of items and tools belonging to the Contractor or belonging to auxiliary persons or third parties engaged by the Contractor which must be used for the work at the location as indicated by the Client unless there is an intentional act or gross negligence on the part of the Contractor.

12.9          The Contractor is only liable for loss if the Client notifies the Contractor immediately in writing, stating reasons, of the failure and gives the Contractor a reasonable term to remedy the failure and the Contractor, even after this reasonable term, continues to fail attributably to comply with the obligations. Claims for compensation against the Contractor lapse after a period of one year after the claim has arisen.

12.10        The total liability of the Contractor due to attributable failures in the performance of the agreement is limited to the payment of direct loss up to maximum the amount of the price stipulated for the agreement (excl. VAT). If the agreement is mainly a term contract with a term of more than one year, the stipulated price is set at the total of the payments (excl. VAT) stipulated for one year. The total payment for direct loss shall in any event never be more than EUR 1,000,000.

12.11        Direct loss exclusively includes:

  1. the reasonable costs the Client would have to incur to have the performance of the Contractor correspond with the agreement; This loss is, however, not compensated if the Client has terminated the agreement or the Client has not given the Contractor the opportunity to have the performance meet the agreement;
  2. reasonable costs, incurred to establish the cause and the extent of the loss, insofar as the determination relates to direct loss within the meaning of these Terms and Conditions;
  • reasonable costs incurred in the prevention or limitation of loss, insofar as the Client demonstrates that these costs have led to a limitation of direct loss within the meaning of these Terms and Conditions.

12.12        The total liability of the Contractor for the loss due to death or physical injury or for material damage to objects shall under no circumstance be more than EUR 2,000,000 (two million EUR) per event, whereby a series of connected incidents counts as one event.

Article 13: RETENTION OF TITLE

13.1.         All delivered goods objects remain the property of the Contractor until the sale price and all other amounts payable by the Client have been paid to the Contractor in full. As long as full payment has not taken place, the Client is not permitted to transfer the ownership of the delivered goods to third parties, give them in use or pledge them for the benefit of, or to, third parties or in any other way give them in security without the written permission of the Contractor.

13.2.         The goods can be immediately reclaimed by the Contractor if the Client has not complied with all its obligations or the Contractor has reason to assume that the Client will not comply with its obligation. The costs related to the reclamation are for the account of the Client.

13.3.         In the event of bankruptcy of the Client or if suspension of payment has been applied for or in the event of attachment on the Client’s moveable or unmoveable property or in general if legal preservation measures are taken against the Client by third parties with the aim of obtaining payment of claims or compensation, the Client is obliged, as long at payment of the agreed purchase price in respect of the delivery of any object has not taken place, to notify the Contractor immediately of the aforesaid circumstances so that the Contractor can exercise and secure its ownership rights.

Article 14: INTELLECTUAL PROPERTY & CONFIDENTIALITY

14.1          All intellectual property rights relating to the services and products of the Contractor, including copyrights, patents, portrait, trademark and design rights and neighbouring rights vested in the drawings, music and video productions, concepts, designs, descriptions, calculations, models etc. created on instruction or for the benefit of the Client (hereinafter “Creations”) belong to the Contractor, its licensor(s) or by third parties engaged by the Contractor, and are expressly reserved. The use permitted pursuant to the agreement with the Client, in no way whatsoever implies a transfer of any intellectual property right to the Client.

14.2          The Contractor reserves the right to place its company name on, or to remove it from, the Creations produced by the Contractor. The Client is only entitled to publish the Creations or to copy such without attribution “<name Contractor>” with the prior permission of the Contractor.

14.3          The Contractor reserves the right to use the Creations produced on instruction of the Client for publicity and promotion of the Contractor without the prior permission of the Client, whereby the Contractor shall take account of the interest of the Client.

14.4          If the Contractor is involved in the performance on location as the designing party, the Contractor must be included as such on the construction sign. The lay-out must be submitted and approved by the Contractor.

14.5          The Contractor grants the Client the non-exclusive right to the use of the Creations, but exclusively for the use agreed in writing in the agreement (in action, in application and territory), or, if specific use has not been stated in the agreement, for the use (in action, application and territory) which necessarily follows from the purpose agreed in writing in the agreement.

14.6          Outside the use referred to in article 14.5, the Client is not permitted to make the Creations public, reproduce them, in any manner whatsoever such as via the internet, in print, film or photography for example or to change it, including by additions or removal of elements from such, without the prior permission of the Contractor.  The Client shall also not dispose of the Creations or otherwise make such available to third parties or behave as the creator or the entitled party outside the use referred to in article 14.5 without prior permission of the Contractor. Disposing of or otherwise making the Creations available to a third party outside the cases as referred to in article 14.5 is only permitted if and insofar as those acts relate to a specific copy of which the intellectual property rights of the Client are exhausted through transfer of ownership. A sale by the Client within the EEA therefore requires that the ownership of that copy has already been transferred by or with the permission of the Contractor in the EEA.

14.7          The user right granted by the Contractor ends immediately by operation of law if and as soon as the Client acts contrary to the rights granted to the Client or otherwise acts in conflict with the agreement or with these General Terms and Conditions.

14.8          The user right is not sub-licensable or transferable to third parties unless otherwise agreed in writing or necessarily follows from the purpose of the delivery agreed in writing.

14.9          The Creations have been designed by the Contractor, its licensor(s) or the third parties it has engaged. Although to the best of the Contractor’s knowledge the Creations do not infringe the rights of third parties, it does not give guarantees in this respect. The Contractor is not liable for the (consequences of) use of the Creations by the Client. The Client indemnifies the Contractor against the (consequences of) claims by third parties arising from the use of the Creations by the Client irrespective whether or not permission has been granted by the Contractor for this.

14.10        With the exception of the provisions in article 14.5, the Client is obliged to observe strict confidentiality of all information originating from the Contractor classified as confidential or of which the Client should understand that such is of a confidential nature (hereinafter “Confidential Information”) such as, but not limited to, information about Creations and is obliged to take all measures which are reasonably required to guarantee the secrecy of this Confidential Information.

14.11        The Client is not permitted to use Confidential Information for other purposes than for which it is provided.

14.12        The Client ensures that all the people it employs are aware of the confidential nature of the Confidential Information and is obliged to have all the people it employs and/or third parties it engages who have access to the Confidential Information sign a non-disclosure agreement for the benefit of the Contractor with the same purport as this clause 14.

14.13        For each breach of the provisions of this article 14, the Client owes an immediately due and payable penalty of € 20,000. All that provided for in this provision does not affect the authority of the Contractor to claim additional and/or alternative compensation.

Clause 15: CANCELLATION, SUSPENSION & TERMINATION

15.1          Without prejudice to its statutory powers, the Contractor has the right to suspend the performance of the agreement or to terminate the agreement, wholly or in part, without notice of default or the intervention of a court being required and without any obligation to pay compensation for loss or guarantee commitments, if the Client fails to comply with any obligation pursuant to the agreement concluded with the Contractor or these General Terms and Conditions, or fails to do so properly or in a timely manner, if there are serious doubts concerning whether the Client is able to meet its contractual obligations towards Contractor or if the Client is declared bankrupt or a petition for liquidation of the Client’s business has been filed, the Client is granted suspension of payment or is dissolved or wound up.

15.2          If the agreement is terminated, the performances already received by the Client in the performance of the agreement and the related payments obligations of the Client do not fall under an obligation to undo, unless the Contract is in default in respect of those performances. The amounts invoiced by the Contractor in connection with the performances before or at the time of the termination of the agreement, are immediately due and payable by the Client.

Clause 16: OTHER, CHOICE OF LAW AND DISPUTES

16.1          The provisions of these General Terms and Conditions remain fully in effect in the event of termination of the agreement.

16.2          All offers, agreements, invoices, legal relationships and work performed by the Contractor are exclusively governed by Dutch law, unless expressly otherwise agreed.

16.3          If the Contractor uses a non-Dutch language version of these General Terms and Conditions and there are discrepancies between the Dutch language version and non-Dutch language version, exclusively the Dutch language version is binding.

16.4          Any disputes that may arise in relation to or as a result of this agreement and/or the General Terms and Conditions applying to this shall be submitted to the competent court in the place of business of the Contractor.