General conditions




Article 1 General Provisions

Article 2 Offers from and Agreements with Contractor

Article 3 Provisions relating to Building Contracts

Article 4 Prices

Article 5 Delivery

Article 6 Reservation of Title

Article 7 Risk

Article 8 Assembly

Article 9 Payments

Article 10 Delivery (Completion) and Complaints

Article 11 Additional and Less Work

Article 12 Liability

Article 13 Guarantee

Article 14 Force Majeure

Article 15 Costs

Article 16 Cancellation

Article 17 Applicable Law and Disputes

Article 1 General Provisions


1.1 Unless agreed otherwise in writing these conditions apply to all offers and

agreements between GT Holland (hereinafter: “Contractor”) on the one side

and third parties (hereinafter: “Principal”) on the other side relating to the delivery of

moveable property and/or the providing of services (including: orders and contracting

for work). Once forming an integral whole with any agreement between Principal and

Contractor these conditions will also form an integral whole with agreements

concluded subsequently between Principal and said Contractor, even if at realization

of such subsequently concluded agreements no reference is made to the applicability

of these conditions, such unless parties have explicitly agreed otherwise in writing.


1.2 Provisions departing from these conditions apply only if agreed in writing and

signed by parties’ representatives duly listed in the Trade Register. If, in addition to

the applicability of these conditions also the applicability of the Uniforme

Administratieve Voorwaarden (Uniform Administrative Provisions for the Execution

of Works) (UAV) has been agreed, then, in the event of conflict between the various

conditions, the GT Holland conditions of sale will prevail.




Article 2 Offers from and Agreements with Contractor


2.1 Every offer, including those incorporated in brochures and price lists

published by Contractor, shall be without obligation and will be binding on

Contractor only at the moment that the agreement/order has been confirmed in writing

by a representative of Contractor duly listed in the Trade Register.


2.2 Illustrations, drawings, weights, dimensions and colours forming part of an

offer of Contractor are not binding upon him, unless their accuracy has been

warranted by Contractor in writing.


2.3 Every offer, in so far as in place, is based on the drawings and data provided

by Principal.


2.4 The prices stated in an offer relate only to those activities and/or deliveries

explicitly defined in the offer.


2.5 Verbal agreements bind Contractor only at the moment of their written

confirmation by a representative duly listed in the Trade Register, but only on the

contingent condition that the information to be gained by Contractor evidences

adequate credit rating. Contractor is nevertheless entitled to request Principal to put

up adequate security and Contractor is also entitled to suspend the performance of the

agreement until this request has been satisfied.


2.6 If an order is made subject to obtaining financings and/or permits, and these

financings and/or permits could not reasonably be obtained within a period to be

stipulated by Contractor, then Contractor is entitled to compensation of loss of profits

if within 18 months after the period stipulated for obtaining the financing Principal

awards the order or a substantial portion thereof to a third party. Such loss of profits is

deemed to be at least 10% of the contract value of the agreement stipulating this

subject clause, without prejudice to the right of Contractor to claim the loss of profits

actually incurred.


2.7 Principal is equally bound to an order when the order was awarded to

Contractor by an auxiliary person engaged by Principal, such as a consultancy firm or

an architect.


2.8 All periods stated in an offer or agreement concern target dates, unless agreed

otherwise in writing.


2.9 All intellectual and industrial property rights relating to documents made

available by Contractor to Principal (such as, but not limited to: designs, explanatory

notes, technical descriptions, static calculations, construction drawings and models)

remain the property of Contractor. These documents will not be made available by

Principal to third parties without Contractor’s prior written permission.


2.10 Unless agreed otherwise in writing, Contractor remains the party entitled to all

intellectual and industrial property rights created on the part of Contractor in the

course of the performance of the agreement concluded with Principal. Following

delivery made by Contractor, Principal acquires merely the non-exclusive right to use

the documents and models, as produced by Contractor in connection with the

performance of this agreement, in the course of his regular business operations


Article 3. Provisions relating to Building Contracts


3.1 If a building contract is concluded on the contingent or resolutive condition

that the requisite financing and/or the requisite permits can be obtained then, if

Principal provides proof of his inability to obtain the requisite financing and/or

permits within 18 months upon realization of the agreement, parties will make every

reasonable effort to perform the agreement adapted to the available financing and/or

adapted to the restrictions of the permit to be granted.


3.2 The agreement contains provisions regarding:

1. the object to be built;

2. the building site;

3. the place and the method of delivery of the building materials;

4. on whose account and for whose risk the transport takes place;

5. the period when building will take place;

6. the contract price, exclusive of VAT, and the method of payment.


3.3 When the agreement is in force, departures will be permitted if they are

considered reasonably necessary, useful or advisable by Contractor and in so far as

they do not fundamentally affect the functionality of the object to be realized.


3.4 Principal undertakes to ensure that the work can be performed at the agreed

times. He also undertakes to ensure that the materials supplied by Contractor can be

stored such that and in places where the materials cannot reasonably be damaged or



3.5 Principal is liable for the structures and methods prescribed by him, including

any influence exerted by the composition of the soil, as well as for any instructions

given by or on behalf of him and for auxiliary equipment and building materials made



3.6 Unless agreed otherwise in writing, only materials of normal trade quality are

used. All materials or remaining supplies left over from building are the property of

the contractor and may be removed by him from the site, unless the contractor used

third parties’ materials.


Article 4 Prices


Agreed prices are based on the price basis at the time the agreement is concluded and

apply “ex works”, excluding VAT, costs of transport and delivery, packaging,

insurance, duties and taxes, unless stated otherwise. Contractor is entitled to change or

adjust prices without prior notification after expiry of a period of 14 days upon

reaching the agreement, should cost price-determining factors change or be changed.

Contractor will give detailed notification to Principal of this price increase as soon as

possible. The payment of any price increase on the basis of this Article will take place

in accordance with the provisions of Article 9 of these conditions.

Should the aforementioned price increase amount to a total of more than 20% of the

agreed price excluding VAT, Principal will be entitled to cancel the agreement

(prematurely), provided he notifies Contractor of such in writing immediately after

learning of the increase. Principal is not entitled to compensation in the event of



Article 5 Delivery


5.1 Agreed delivery times are counted from the day Contractor confirms the

agreement in writing, but not before the Contractor has received the information,

documents and items required for the implementation of the order from the Principal

and has been able to examine them.


5.2 Delivery period / completion date is established subject to the foreseeable

circumstances prevailing at the moment of the realization of the agreement remaining

unchanged during the performance of the work and the requisite materials of third

parties being delivered on time to Contractor.


5.3 Delay due to changed circumstances and/or late delivery of materials by third

parties results in an extension of the delivery period equal to the period of the delay.


5.4 Contractor is obliged to observe the delivery period as closely as possible but,

unless a strict deadline has been agreed and without prejudice to art. 12, is not liable

for the consequences of exceeding it. Exceeding the delivery period does not give

Principal the right to demand compensation or a penalty of whatever kind, to refuse

the goods and/or the object or to cancel the agreement wholly or partially. After

expiry of the delivery period, Principal does, however, have the right to demand in

writing that Contractor deliver within 30 working days. If this period is exceeded,

Principal has the right to declare the agreement cancelled. If the period is extended on

the basis of one of the provisions of these conditions, the delivery time is considered

to have lapsed only after expiry of the extended delivery time.


5.5 Should Principal owe any payment to Contractor then Contractor has the right

to suspend delivery. In as far as a delivery period has been agreed it shall start when

payment is received.


5.6 If the agreement is a sale and delivery agreement and if part of the order is

ready, Contractor is free to choose to deliver this part or to wait until the entire order

is ready. Should no express agreement have been reached that the delivery will be

made from stock then Contractor has the right to deliver from the stock of third



5.7 Unless agreed otherwise, delivery is “ex works”.


5.8 Without prejudice to the provisions of Article 14 concerning force majeure, it

is stipulated that in the event of a building contract the delivery period is extended by

the same number of working days as days on which the fitting/building teams of the

contractor have not been able to fit/work as a result of inclement weather conditions

(such as rain, hail, hurricane, frost, snow, ice, mist or storm) or an unworkable soil

quality at the building site in the period between the commencement of the agreement

and the delivery date, leading to disruption of the contractor’s building schedule.




Article 6 Reservation of Title


6.1 Contractor remains the owner of all goods delivered to Principal until the

purchase price for all these goods has been paid in full.


6.2 Provided title has not been transferred to Principal, he may not sell the goods

or grant a third party any right to them, subject to the other provisions of this Article.


6.3 Principal is obliged to store the goods delivered under reservation of title with

the necessary care and as the recognisable property of Contractor.


6.4 Principal is obliged to insure the goods for the duration of the reservation of

title against damage caused by fire, explosion and water, as well as against theft, and

to present the policies for this insurance to Contractor for inspection at the first

request. All claims by Principal against the insurers of the goods on the basis of the

aforementioned insurance will be pledged to Contractor by the Principal as soon as

the former so requests, in the manner indicated in Article 3:239 of the Dutch Civil

Code, towards additional security of the claims of the Contractor against Principal.


6.5 In case Principal fails to fulfil his payment obligations to Contractor or in case

Contractor has good reason to fear such failure, Contractor is entitled to take back any

goods delivered under reservation of title.


6.6 After taking back the goods, Principal will be credited for their market value,

up to a maximum of the original purchase price, less costs incurred by Contractor in

taking back the goods.


6.7 Principal is permitted to sell to third parties and to transfer the goods delivered

under reservation of title in the course of his regular business operations. In the event

of sale on credit, Principal is obliged to require a reservation of title from his

customers in the manner of the provisions of this Article.


6.8 Principal undertakes not to assign or pledge to third parties claims which he

obtains against his customers without the prior written consent of Contractor.

Principal further undertakes to pledge the aforementioned claims to Contractor as

soon as the latter expresses such a desire, in the manner indicated in Article 3:239 of

the Dutch Civil Code, towards additional security of his claims against Principal on

whatever basis.


Article 7 Risk


7.1 Upon arrival of goods/materials delivered/supplied by or on behalf of

Contractor at their destination, Principal is to ascertain the condition in which the

goods are found. Should subsequently damage prove to have been caused to the goods

and/or materials, he is to take all measures to obtain compensation from third parties,

in so far these third parties can be held liable by Principal for such damage events.


7.2 In the event of a purchase contract, the risk of goods deliverable by Contractor

is for Principal from the moment that the goods are presented “ex works” for

transportation. If Contractor has concluded for the benefit of Principal a transporting

contract relating to the goods deliverable by Contractor then he will be deemed to

have done so in the capacity of carrier in the meaning of article 8:60 BW. If

Contractor has performed his own transportation then the risk of the goods deliverable

by Contractor is for Principal from the moment that delivery of the goods is made to



7.3 In case of a building contract, the materials are for the risk of Principal as soon

as these have been delivered to the designated unloading point on or near the land to

be developed.


7.4 Principal is liable for all damage caused to the materials after delivery of these

materials (such as damage, theft or misappropriation). Principal is to take out

adequate insurance against the aforementioned risk.


7.5 During building/assembly, the risk for that which has been built/assembled

rests with Principal. Principal will take out the required insurance for that which has

been built/assembled as soon as the building/assembly commences, unless otherwise

agreed in writing, and will, at Contractor’s first request, make the policy terms

available for inspection.


Article 8 Assembly


8.1 All fittings and/or provisions required for erection of the items to be

assembled and/or the correct operation and/or reliability of the items in their

assembled state are for the account and risk of Principal and are outside the

responsibility of Contractor, unless the implementation of the said fittings and/or

provisions is performed by or on behalf of Contractor in accordance with information

provided and/or drawings produced by or on behalf of Contractor.


8.2 Apart from the latter exception, Principal is fully responsible vis-à-vis

Contractor for the correct and timely implementation and/or reliability of the

aforementioned fittings and/or provisions.


8.3 Principal ensures, for his own account and risk, that:

1. the employees of Contractor can commence activities as soon as they

arrive at their destination and, furthermore, are at all times afforded the

opportunity to perform their work;

2. access routes to the assembly site are suitable for transport;

3. the designated site is suitable for storage and assembly;

4. the necessary lockable storage places for materials, tools and other

items are available;

5. the necessary supplies and equipment, gas, water and electricity are

available in the correct place on time and free of charge;

6. all the necessary safety and other precautionary measures have been

taken and are maintained.


8.4 If time is lost as a result of delay because of non-compliance with one or more

of the conditions imposed by this Article, a reasonable extension of the

delivery period shall be permitted, bearing in mind all circumstances.




Article 9 Payments


9.1 Unless otherwise agreed in writing and without prejudice to the provisions of

sub-clause 6, all payments are to be made within thirty days of the invoice date

without any set-off, at the offices Contractor or into a bank account to be indicated by

the latter.


9.2 Complaints regarding deliveries made give Principal neither the right to

suspend his payment obligations nor to effect set-off.


9.3 Should payments not have been made at the agreed times, Principal will owe

compensation for loss of interest, without prejudice to his payment obligation, in any

event for the unpaid amount from the due date, amounting to 2% above the

promissory discount rate plus any additional tariffs, with a minimum rate of interest

based on 12% per year, calculated over the total amount of invoices as yet unpaid,

which compensation will be payable without notice of default, without prejudice to

the rights granted to Contractor to lodge other claims under the Law or pursuant to

these General Conditions.


9.4 Settlement of the price increase as referred to in Article 4 of these conditions,

payment or set-off, as appropriate, of additional or less work takes place in

accordance with this Article.


9.5 Should a delivery, building and/or assembly, at the request of Principal, vary

from the original order with the consent of Contractor, the variation will be charged to

Principal in accordance with the price applicable at the time of the delivery,

construction and/or assembly.


9.6 Unless the parties have agreed otherwise in writing, the contract price for a

building contract relating to the construction of premises shall be invoiced at the

following times:

– 15% upon commencement of the foundations;

– 20% upon delivery of the steel structure;

– 20% upon halfway completion of the steel structure;

– 20% upon delivery of the glass;

– 15% upon halfway completion of the installation of the glazing;

– 5% upon completion of glazing and commencement of assembling the


– 3% upon first inspection;

– 2% upon second inspection.


Unless the parties have agreed otherwise in writing, if a building contract has

been concluded relating to installations, invoicing shall take place at the following


– 35% once the materials or a substantial proportion thereof have been


– 35% when assembly or installation is commenced;

– 20% upon completion of assembly but before commissioning;

– 5% upon first inspection or, if the work is commissioned earlier, upon



– 5% upon second inspection or, if the work is commissioned earlier, upon



Payment of these invoices is to take place within 8 days of the invoice date.

Article 10 Delivery (Completion) and Complaints


10.1. All claims against Contractor based on incomplete or incorrect delivery lapse

in case no complaint in this respect is submitted in writing within seven days of

receipt of the goods by Contractor.


10.2 In departure from the provisions of sub-clause 1, claims based on externally

visible faults lapse if Principal did not register the alleged fault on the waybill or

proof of receipt immediately upon receipt of the goods.


10.3 With respect to the dimensions and weights and/or quality and reliability of all

materials, Contractor is always permitted the usual variations as are customary among

the manufacturers charged with the manufacture of these materials.


10.4 In the case of a building contract, visitation will take place within fourteen

days of completion of the work, i.e. an inspection of the work performed. Principal is

to cooperate promptly in the inspection.


10.5 Completion is deemed to have taken place if the installation or the work is

installed fully complete and ready for operation and after testing at the time of

inspection has revealed that the installation or the work meets the requirements under

the agreement and that the system or work meets with the approval of Principal at the

time of inspection and testing.


10.6 During inspection, at the request Principal a list can be drawn up of any

defects. Defects not preventing normal functioning of the deliverable will not be a

reason for the withholding of approval by Principal.


10.7 Contractor is obliged to repair these defects as quickly as possible once

Principal has requested this in writing from Contractor. Principal is obliged to give the

Contractor the opportunity to do this.


10.8 In addition, at the time of inspection, a final list of additional and less work

will be drawn up.


10.9 In the event that Principal during inspection finds defects in the work, not

being the defects referred to in sub-clause 6, second sentence, Principal is obliged to

notify these in writing to Contractor within five days of the inspection. If he fails to

do so, the installation or work is considered to have been approved.


10.10 Contractor must be given the opportunity to repair the defects observed within

a reasonable period to be mutually established. After repair of the defects found by

Principal, a new inspection takes place.


10.11 Upon second inspection, defects other than those which were found at the first

inspection will not be a reason for renewed withholding of approval.


10.12 The work is deemed to have been completed immediately after the second

inspection by Contractor and approval of this inspection by Principal and/or

immediately after commissioning by Principal.


Article 11 Additional and Less Work


11.1 If, after entering into the agreement, in consultation with Principal the surface

area of the premises to be built proves larger or smaller than originally stipulated or

installation or assembly of the deliverable proves larger or smaller in scope then

Contractor is entitled to charge Principal the actual price variation incurred as a result,

or to deduct from the amount payable the actual costs consequently saved, so that

Contractor is not obliged to increase or decrease the original purchase price/contract

price by an amount which is proportionate to the enlargement or reduction of the

original object.


11.2 All changes to the work, whether these result from special instructions by

Principal or from a consultancy agency recruited by Principal and/or from a person

duly authorised by Principal and/or from government-prescribed changes to the work

or whether these proved necessary to prevent unforeseen difficulties or solve

subsequent problems such as reinforcement or strengthening of the foundations of the

premises, are to be considered additional work if this results in increased costs and

less work within the context of this Article, in so far as reduced costs are incurred.


Article 12 Liability


12.1 If Contractor has failed imputably in the compliance with any of its

obligations, or has committed a wrongful act towards Principal then, subject to its

obligations under article 13 (Guarantee), Contractor is liable towards Principal for

damage incurred by the latter in this context only if Principal furnishes proof that this

damage is attributable to malicious intent or gross culpability of Contractor or of the

latter’s supervising employees.


12.2 If liability on the part of Contractor under article 12, sub-clause 1, must be

presumed then Contractor’s liability is limited to the amount of the purchase/contract

price or, as the case may be, the invoice amount relating to the services provided, with

the exclusion of Contractor’s liability for indirect damage such as but explicitly not

limited to: loss of profits and loss of sales.


12.3 Furthermore, Contractor is never liable for damage resulting from the quality

of materials used or incorporated by Principal or from making use of the materials and

equipment provided by Principal to Contractor.


12.4 Notwithstanding the above, Contractor’s total liability will in any event never

exceed the amount of € 1,000,000 (in writing: one million euro) per damage event,

whereby a sequence of related events shall be one event.


12.5 Principal holds harmless Contractor and the (auxiliary) persons engaged by the

latter in the performance of his obligations against all claims of third parties on

account of damage incurred by such third parties ensuing from or associated with the

performance by Contractor of the agreement, the use by Principal of goods delivered

by Contractor, works realized and services provided, unless a situation involves

malicious intent or gross culpability on the part of Contractor and/or the (auxiliary)

persons engaged by the latter in the performance of the agreement.



Article 13 Guarantee


Delivering Goods


13.1 Subject to the restrictions below, Contractor vouches for the reliability of

goods delivered by him.


13.2 Unless agreed otherwise in writing, the greenhouses are delivered by

Contractor under a two-year guarantee period counting from the date of

commissioning or completion whichever comes first, whereby the other deliverables

by Contractor come under a one-year guarantee period counting from the date that

Principal accepts the goods and/or installations delivered by Contractor for delivery or

commissioning if this occurs sooner. If a delivered good fails to satisfy the agreement,

Principal is entitled to have the good repaired or replaced or Contractor is entitled to

withdraw the delivered good under the obligation of (proportionate) refunding of the

price paid by Principal without being obligated to replace, such at Contractor’s

discretion. In case of glazing breakage, the above applies with the understanding that,

in so far as such breakage occurs inside the guarantee period, repair occurs inside the

granted guarantee period only after Principal has shown that the glazing breakage is

the consequence of a design error on the part of Contractor or of any other failure

attributable to Contractor under these conditions.

Providing Services


13.3 In the event services are provided, Principal will perform the order as per

generally accepted industrial standards.


13.4 Contractor guarantees maintenance performed by him as per the provisions in

the preceding sub-clause for a three-month period counting from the date that the

equipment or installation on which maintenance was done by Contractor is again

available for use by Principal.


13.5 Principal informs Contractor in writing of any improper maintenance. The

scope of the guarantee granted in preceding sub-clause includes the proper

performance of maintenance initially performed improperly or, such at Contractor’s

discretion, dissolution in whole or in part, without judicial intervention, of the

agreement concluded with Principal in so far as said agreement is binding in terms of

intended maintenance in combination with proportionate crediting.


13.6 The guarantee defined in preceding sub-clauses is not valid if the delivered

good’s non-functioning or non-compliance with its specifications is the result of

inexpert handling such as e.g., but not limited to: negligence, abuse, improper or non

implementation of service instructions, or for off-specs that reasonably are technically

unavoidable, imply a quality improvement or do not significantly constrain the


functionality of the good given the purpose for which Principal uses the good in his

normal business operations.


13.7 Guarantee granted by Contractor on materials and/or goods procured by

Contractor from third parties does not exceed the guarantee granted to Contractor by

the relevant supplier or producer.


13.8 Complaints regarding non-externally visible faults are to be lodged as quickly

as possible in writing, but no later than ten days from observation of the faults; if this

period is exceeded all claims against Contractor regarding these faults lapse.


13.9 After repair or replacement within the context of this guarantee regulation the

period of guarantee shall not be extended and the guarantee ends when the original

period would have ended.


13.10 No guarantee is given with respect to faults which are entirely or partially due

to any government regulation regarding the nature or quality of the materials used.


13.11 Should Principal perform or allow others to perform any repairs or alterations

during the guarantee period without the prior consent of Contractor, or should

Principal not fulfil his payment obligation then Contractor’s guarantee obligation

immediately lapses.


13.12 The goods covered by the aforementioned guarantee may be returned by

Principal with the prior consent of Contractor only. Goods which are returned but not

found to be faulty will be returned to Principal at the latter’s expense, whereby the

costs incurred by Contractor with respect to the investigations undertaken with

reference to this complaint will also be payable by Principal.


13.13 Guarantee granted and responsibility borne by Contractor apply only to its

own designs and Contractor is therefore never liable for defects to the premises built

as per designs of Principal or third parties nor in case the Principal supplied

information proves to have been not entirely accurate or incomplete.


13.14 In case finished products – goods procured by Contractor and delivered

without value having been added – are sold, said goods are sold in as built state.

Contractor accepts no guarantee and liability for these, unless explicitly agreed

otherwise in writing.


Article. 14 Force Majeure


Without prejudice to further rights to which it is entitled, Contractor has the right to

suspend implementation of the agreement or wholly or partially to cancel the

agreement, such at Contractor’s discretion, if he is prevented from implementing the

agreement or from doing so on time due to force majeure, without Contractor being

obliged to make any compensation or being otherwise obliged.


Article 15 Costs


All costs, both judicial and extra-judicial, which have to be incurred by Contractor to

compel Principal to comply with these conditions are for the account of Principal. The

extra-judicial collecting charges also include all costs of summons and notification of

default and dossier examination. The extra-judicial costs amount to at least 15% of the

amount to be claimed in this respect by Contractor from Principal, at a minimum of

€ 300, which minimum percentage and amount are designed to encourage Principal to

comply with his obligations under the agreement


Article 16 Cancellation


16.1 Should Principal fail to fulfil any obligation vis-à-vis Contractor, fail to do so

correctly or on time, arrange debt adjustment with his creditors, request suspension of

payment or undergo a similar procedure, be declared bankrupt, shut or transfer his

business or die or be placed under legal control or, if Principal is a company, should it

be dissolved or seized under foreclosure, it will be considered lawfully in default and

Contractor will have the right to suspend implementation of the agreement without

notification of default and without legal intervention, as well as the right to wholly or

partially cancel the agreement, such at Contractor’s discretion, without Contractor

being bound to make any compensation or guarantee, but without prejudice to further

rights to which Contractor is entitled.


16.2 If Contractor suspends implementation of the agreement and completes the

work subsequently then Principal is obliged to compensate Contractor for the damage

the latter suffered.


16.3 When Contractor cancels the agreement, Principal or the latter’s legal

successor is obliged to pay the former the full purchase/contract price, after deducting

the cost price of the materials not used and wages not paid out by Contractor as a

result of the incomplete or non-implementation of the agreement, all in accordance

with the calculation made by Contractor, which will be binding upon Principal subject

to evidence to the contrary.


16.4 In the event that Contractor cancels the agreement should Principal, having

placed an order with Contractor, have the work performed by another contractor or

procure the goods from another Contractor, then the damages Contractor is entitled to

in respect of this attributable breach on the part of Principal shall be fixed at 15% of

the purchase/contract price, irrespective of the right to demand full compensation,

should this prove higher.


16.5 All claims which Contractor has or acquires against Principal become

immediately payable in the event of an attributable breach on the part of Principal.


Article. 17 Applicable Law and Disputes


17.1 All disputes, including those considered such by only one of the parties, which

arise with reference to the agreements which are reached with Contractor to which

these conditions apply, or with reference to other agreements which are a consequence

thereof, will be settled by the competent court of Rotterdam  exclusively, unless

Contractor should approach another court or unless imperative law prescribes



17.2 Taking these conditions into consideration, the agreements concluded with

Contractor are subject to the laws of the Netherlands with the exception of the Weens

Koopverdrag (CISG).

These conditions have been filed for Contractor with the Chamber of Commerce

Haaglanden in Rotterdam  resulting in the cancellation of the conditions

previously filed, except with respect to agreements of which said previously filed

conditions already form a part and into which the present conditions cannot be