General Terms and Conditions

General Terms and Conditions
article 1. General
1. These terms and conditions shall apply to every offer, quotation and agreement between Van Kappel bv, hereinafter referred to as "User", and a Client to which User has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.
2. The present terms and conditions also apply to agreements with the User, the execution of which requires the involvement of third parties by the User.
3. These general terms and conditions are also written for the employees of User and its management.
4. The applicability of any purchase or other conditions of the Client is expressly rejected.
5. If one or more provisions of these general terms and conditions should at any time be wholly or partially void or voidable, the other provisions of these general terms and conditions shall remain fully applicable. User and the Client will then enter into consultations in order to agree on new provisions to replace the null and void or nullified provisions, taking into account as much as possible the purpose and meaning of the original provisions.
6. If ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, then the interpretation must take place "in the spirit" of these provisions.
7. If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation should be judged according to the spirit of these general terms and conditions.
8. If the User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

Article 2 Quotations and offers
(1) offer has a deadline for acceptance. If no acceptance period is stipulated, the quotation or offer cannot in any way confer any rights if the product to which the quotation or offer relates is no longer available in the meantime.
2. User cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or slip of the pen.
3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administrative costs, unless otherwise stated.
4. If the acceptance (whether or not on minor points) differs from the offer included in the quotation or the offer, the User shall not be bound by it. The agreement will then not be established in accordance with this deviating acceptance, unless User indicates otherwise.
5 A compound quotation does not oblige the User to perform part of the order at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Duration of contract; terms of execution, passing of risk, execution and modification of contract; price increase
1. The agreement between the User and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a deadline has been agreed or specified for the performance of certain work or for the delivery of certain goods, this shall never be a deadline. If a term is exceeded, the Client must therefore give the User written notice of default. User should be given a reasonable period of time to still perform the agreement.
3. User shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All based on the then known state of the art.
4. User has the right to have certain work performed by third parties. The applicability of Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is expressly excluded.
5. If work is performed by the User or third parties hired by the User in the context of the assignment at the Client's location or a location designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.
6. Delivery takes place ex User's company. The Client is obliged to take delivery of the goods at the time they are made available to him. If the Client refuses to purchase or fails to provide information or instructions necessary for delivery, the User is entitled to store the goods at the Client's expense and risk. The risk of loss, damage or depreciation shall pass to the Client at the time items are available to the Client.
7. User is entitled to execute the agreement in several phases and to invoice the part thus executed separately.
8. If the agreement is executed in phases, the User may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
9. The Client shall ensure that all information, which the User indicates is necessary or which the Client should reasonably understand is necessary for executing the agreement, is provided to the User in time. If the information required for the execution of the agreement is not provided to the User in time, the User is entitled to suspend the execution of the agreement and / or charge the Client for the additional costs resulting from the delay according to the then usual rates. The execution period does not begin until after the Client has made the data available to the User. The User is not liable for damages, of any kind, because the User has relied on incorrect and/or incomplete information provided by the Client.
10. If during the execution of the agreement it appears that for a proper execution thereof it is necessary to modify or supplement it, then the parties will promptly and in mutual consultation adapt the agreement. If the nature, scope or content of the agreement, whether or not at the request or direction of the Client, the competent authorities et cetera, is changed and the agreement is thereby changed in qualitative and / or quantitative terms, this may have consequences for what was originally agreed. This may also increase or decrease the amount originally agreed upon. User will give as much advance quotation as possible. An amendment to the agreement may further alter the originally specified period of performance. The Client accepts the possibility of amending the agreement, including the change in price and term of execution.
11. If the agreement is amended, including a supplement, the User will only be entitled to execute it after the authorized person within the User has agreed to it and the Client has agreed to the price and other conditions stated for its execution, including the time to be determined for its execution. Failure to execute or not immediately execute the amended agreement does not constitute a breach of contract by the User and is not a ground for the Client to terminate or cancel the agreement.
12. Without being in default, User can refuse a request to change the agreement, if this could have consequences in qualitative and / or quantitative respect, for example for the work to be performed or goods to be delivered in that context.
13. If the Client should default in the proper fulfillment of what he is bound to do towards the User, then the Client is liable for all damages on the part of the User caused directly or indirectly as a result.
14. If the User agrees with the Client on a fixed fee or fixed price, the User shall nevertheless be entitled to increase this fee or price at any time without the Client in that case being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages et cetera or on other grounds that were not reasonably foreseeable at the time the agreement was concluded.
15. If the price increase other than as a result of a change in the agreement exceeds 10% and takes place within three months after the conclusion of the agreement, then only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written statement, unless User
- then still willing to perform the agreement based on what was originally agreed upon;
- if the price increase results from a power or obligation incumbent on the User under the law;
- if it is stipulated that delivery will take place more than three months after the conclusion of the agreement;
- or, on delivery of an item, if it has been stipulated that delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and early termination of the agreement
1. The User is authorised to suspend compliance with his obligations or dissolve the agreement, if the Client does not comply, does not comply in full or does not comply in time with his obligations under the agreement, if, after the agreement has been concluded, circumstances come to the User's knowledge which give him good reason to fear that the Client will not comply with his obligations, if the Client, upon entering into the agreement, was requested to provide security for the fulfilment of his obligations under the agreement and this security has not been provided or is insufficient or if, due to a delay on the part of the Client, the User can no longer be expected to fulfil the agreement against the originally agreed conditions.
2. Furthermore, the User shall be entitled to dissolve the agreement if circumstances arise which are of such a nature that compliance with the agreement is impossible or if other circumstances arise which are of such a nature that the User cannot reasonably be required to maintain the agreement unaltered.
3. If the agreement is dissolved, the User's claims against the Client are immediately due and payable. If User suspends fulfillment of its obligations, it retains its claims under the law and agreement.
4. If the User proceeds with suspension or dissolution, he shall in no way be obliged to compensate for damage and costs incurred as a result in any way.
5. If the dissolution is attributable to the Client, the User is entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
6. If the Client does not fulfill his obligations resulting from the agreement and this non-compliance justifies dissolution, then the User is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or indemnification, while the Client is obliged to pay compensation or indemnification on account of default.
7. If the agreement is terminated prematurely by the User, the User will, in consultation with the Client, arrange for the transfer of work yet to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work involves additional costs for the User, these will be charged to the Client. The Client is obliged to pay these costs within the term specified for them, unless the User indicates otherwise.
8. In case of liquidation, of (application for) suspension of payment or bankruptcy, of attachment - if and insofar as the attachment has not been lifted within three months - at the Client's expense, of debt restructuring or another circumstance as a result of which the Client can no longer dispose freely of his assets, the User will be free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or indemnification. The User's claims against the Client are in that case immediately due and payable.
9. If the Client cancels a placed order in whole or in part, the work that has been performed and the items ordered or prepared for it, plus any supply and delivery costs thereof and the labor time reserved for the execution of the agreement, will be charged in full to the Client.

article 5 Force majeure
1. User is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not due to fault, and is not for his account under the law, a legal act or generally accepted practice.
2. In these general terms and conditions, force majeure is defined, in addition to its definition in law and jurisprudence, as all external causes, foreseen or unforeseen, over which the User cannot exercise any control, but which prevent the User from fulfilling its obligations. This includes strikes in the User's company or third parties. User is also entitled to invoke force majeure if the circumstance preventing (further) fulfillment of the agreement occurs after User should have fulfilled its commitment.
3. User may suspend the obligations under the agreement during the period of force majeure. If this period lasts longer than two months, then either party shall be entitled to dissolve the agreement, without any obligation to pay damages to the other party.
4. Insofar as the User has already partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, the User shall be entitled to separately invoice the part already fulfilled or to be fulfilled respectively. The Client is obliged to pay this invoice as if it were a separate agreement.

article 6 Payment and collection costs
1. Payment shall always be made within 14 days of the invoice date, in a manner to be indicated by the User in the currency invoiced, unless otherwise indicated in writing by the User. User is entitled to invoice periodically.
2. If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then owe interest at the rate of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall be payable. Interest on the amount due will be calculated from the time the Client is in default until the moment of payment of the full amount due.
3. User shall be entitled to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest. User may, without thereby being in default, refuse an offer of payment if the Client designates a different order for the allocation of payment. User can refuse full repayment of the principal sum, if this does not also include the accrued and current interest and collection costs.
4. The Client is never entitled to set off what he owes the User. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to invoke Section 6.5.3 (Articles 231 to 247 of Book 6 of the Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
5. If the Client is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if User has incurred higher costs for collection that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client shall also owe interest on the collection costs due.

article 7 Retention of title
1. Anything delivered by the User within the framework of the agreement remains the User's property until the Client has properly fulfilled all obligations from the agreement(s) concluded with the User.
2. The delivered by User, which pursuant to paragraph 1. subject to retention of title, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or otherwise encumber anything subject to retention of title.
3. The Client must always do everything that can reasonably be expected of him to secure the User's property rights. If third parties seize the goods delivered under retention of title or wish to establish or assert rights to them, the Client is obliged to inform the User of this immediately. Furthermore, the Client undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as theft and to make the policy of this insurance available for inspection by the User on demand. In the event of any insurance payment, the User is entitled to these tokens. Insofar as necessary, the Client undertakes vis-à-vis the User to cooperate in advance with everything that may be necessary or desirable in that context.
4. In case the User wishes to exercise his property rights indicated in this article, the Client gives unconditional and irrevocable permission in advance to the User and third parties to be appointed by the User to enter all those places where the User's property is located and to take it back.

article 8 Liability
1. Should User be liable, this liability shall be limited to what is regulated in this provision.
2. User is not liable for damage, of whatever nature, caused by User's reliance on incorrect and/or incomplete information provided by or on behalf of the Client.
3. Should the User be liable for any damage, the User's liability shall be limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
4. The User's liability shall in any case always be limited to the amount paid by its insurer in the relevant case.
5. User is only liable for direct damages.
6. Direct damage is exclusively understood to mean the reasonable costs incurred to determine the cause and scope of the damage, insofar as the determination relates to damage in the sense of these terms and conditions, any reasonable costs incurred to have the User's faulty performance comply with the agreement, insofar as they can be attributed to the User, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have resulted in limiting direct damage as referred to in these general terms and conditions. User shall never be liable for indirect damages, including consequential damages, lost profits, missed savings and damages due to business interruption.
7. The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of the User or its managerial subordinates.

article 9 Indemnification
1. The Client indemnifies the User against any claims of third parties, who suffer damage in connection with the execution of the agreement and the cause of which is attributable to others than the User. If the User should be sued by third parties for that reason, the Client is bound to assist the User both extra-judicially and judicially and immediately do everything that can be expected of him in that case. Should the Client fail to take adequate measures, the User is entitled, without notice of default, to do so himself. All costs and damages incurred on the part of the User and third parties as a result shall be borne entirely by the Client.

Article 10 Intellectual property
1. User reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. User has the right to use the knowledge gained by the execution of an agreement on its side for other purposes as well, as long as no strictly confidential information of the Client is brought to the knowledge of third parties.

Article 11 Applicable law and disputes
1. All legal relationships to which the User is a party shall be governed exclusively by Dutch law, even if all or part of an obligation is performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The court in the User's place of business is exclusively competent to take cognizance of disputes, unless the law imperatively prescribes otherwise. Nevertheless, User has the right to submit the dispute to the court competent under the law.
3. The parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.

Explanation of some of the provisions of the model 'service' conditions:

Article 1: General
Van Kappel bv Security Solutions

Article 5 paragraph 2: Force majeure
If the force majeure situation lasts longer than two months.

Article 6 paragraphs 1 and 2: Payment and collection
Payment period of 14 days.