Terms and conditions
SALES- AND DELIVERY TERMS AND CONDITIONS
1.1 These terms and conditions are made up from:
- a) Terms and conditions: These general sales- and delivery terms and conditions, registered with the Dutch chamber of commerce under number 08212892.
- b) BOW: vendor and user of these terms and conditions, the private company BOW B.V., registered in the commercial register of the Dutch chamber of commerce under number 08212892.
- c) Customer: the person with whom BOW has an agreement for purchase and delivery of
- d) Third party: the party that executes business activities with the delivered products by BOW as requested by Customer. The third party is explicitly not a party included in the agreement between BOW and Customer.
- e) Offer: every oral, written, or electronic offer from BOW.
- f) Order: every oral, written, or electronic request from Customer to BOW for delivery of Products.
- g) Agreement: every agreement made between BOW and Customer, every adjustment or extension of that agreement, as well as all acts (in law) in preparation and in executing of that Agreement.
- h) Parties: Both BOW and Customer altogether.
- i) Products: All products to be delivered by BOW or Third parties engaged by BOW.
- j) Services: all activities that are subject to any quotation, offer, agreement or other act of law in the relation of BOW and Customer. Services executed by third parties are not included under Services in this agreement unless stated that it is.
2.1 These Terms and Conditions apply to every Agreement made between BOW and Customer and all Offers, quotations, business activities and deliveries of BOW. These Terms and Conditions also apply to deliveries of Products of BOW which are delivered by a third party. These Terms and Conditions also apply to further or follow-up agreements between BOW and Customer.
2.2 Deviations from these Terms and Conditions are only valid if they have been explicitly agreed to in writing or electronic by BOW and Customer. In that case, the explicitly agreed upon deviations are prevalent. If there are deviations from the Terms and Conditions in an Agreement, it does not mean these deviations also apply to earlier or later Agreements between BOW and Customer.
2.3 Applicability of the Terms and Conditions of Customer are explicitly excluded.
2.4 If one or multiple clauses in these Terms and Condition are partially or completely annulled, the remaining clauses in these Terms and Conditions will remain effective in full. In that case, BOW and Customer will consult with each other to replace the annulled clause which should be corresponding with the goal and scope of the annulled clause as much as possible based on the intentions of Parties when concluding the Agreement.
2.5 BOW is entitled to change these Terms and Conditions. The adjusted Terms and Conditions are to be accepted if Customer does not give notice of opposition to the adjustments within 14 days after the adjusted Terms and Conditions are sent to Customer or within 14 days after Customer has been notified about the adjustments.
- Quotes, offers, agreement
3.1 All Offers that do not indicate a term of validity are non-committal. Offers that mention a period of acceptance are only valid for the period stated in that offer. After this period, the offer is terminated. An offer which does not contain a period of acceptance, can be revoked by BOW at any moment. When BOW does not mention a period of acceptance in the Offer, the Offer will expire after 30 days.
3.2 The models, images, drawings, and measures which are shown in the Offer, attached to the Offer, or mentioned with the Offer give a general impression of the offered goods. Adjustments in the construction through which the actual product differs from the models, images, drawings, or measures in the Offer that have no essential effect on the technicalities and aesthetics of the product, do not oblige BOW to provide any compensation and do not give Customer the right to reject the goods or refuse to make payment for delivered goods.
3.3 BOW reserves all intellectual property rights on all the images, drawings, and models BOW provided Buyer. The images, drawings and models provided to Buyer by BOW will always remain property of BOW and must be immediately returned to BOW upon first request. The Buyer may not remove or change any indications about intellectual property rights on/in the Products supplied or made available by BOW. The Buyer is not permitted to reproduce, publish, exploit or exhibit material of BOW that is subject to intellectual property rights without BOW's permission.
3.4 BOW cannot be held to its Offer if the Buyer can reasonably understand that the Offer, or any part thereof, contains an obvious mistake or error.
3.5 Unless expressly agreed otherwise by the Parties, agreements are made by BOW under the suspensive condition that the Buyer is sufficiently creditworthy If BOW does not inform the Buyer in writing within one month after entering into the agreement that the agreement cannot be performed due to insufficient creditworthiness of the Buyer, the agreement will become final, on the understanding that BOW may at all times use its law described in the sixth paragraph of Article 3.
3.6 If the Buyer is in default in the settlement of any Agreement with BOW, BOW is at all times entitled, even after it has processed an Order in whole or in part, before proceeding to delivery, to require the Buyer to provide additional provides security.
3.7 An Agreement between BOW and Buyer is only concluded when BOW and Buyer have both signed the Offer within the period of acceptance or when BOW and Buyer have both signed another written agreement. If the Buyer has signed the Offer outside period of acceptance, the agreement will still be concluded if BOW has confirmed the Agreement to the Buyer in writing or electronically. The scope and content of the agreement is as follows from the written or electronic record between the Parties, whereby the written or electronic confirmation from BOW is leading.
3.8 If the Buyer includes reservations and/or changes in the acceptance with regard to the Quotation made by BOW, the Agreement will not be concluded until a representative of BOW has approved these reservations in writing or electronically, in derogation from the aforementioned and /or changes.
3.9 If the Quotation has been provided orally or if the written Quotation has not (yet) been signed by both Parties, the Agreement will be deemed to have been concluded when BOW starts executing the Agreement at the Buyer's request.
3.10 If the Buyer places an Order with BOW in writing, electronically or verbally, which is not preceded by an Offer from BOW, an Agreement will only be concluded after BOW has confirmed the Order in writing or electronically within 14 days of receipt of the Order or after BOW has started executing the Order. The scope and content of the Agreement is as follows from the written or electronic record between the Parties, whereby the written or electronic confirmation from BOW is leading.
4.1 Unless stated otherwise, the prices stated in an Offer are exclusive of VAT and other government levies, and exclusive of any costs or expenses to be incurred in the context of the Agreement, such as shipping and administration costs. These levies and costs and expenses will be charged separately by BOW, unless the Parties agree otherwise in writing.
4.2 When issuing Offers, BOW assumes that it will be able to carry out the delivery of the Products under normal and customary circumstances. In the event that special circumstances arise, as a result of which BOW has to incur additional costs, BOW will inform Buyer of this, and BOW has the right to charge the extra costs to the Buyer.
4.3 The relevant documents and data from BOW's records or systems shall constitute full proof of BOW 's performance and of the amounts owed by the Buyer for the performance, without prejudice to the Buyer's right to furnish proof to the contrary.
- Execution of agreement and delivery
5.1 After the Agreement has been concluded, BOW shall proceed to perform the Agreement and deliver the Products as stated in the Agreement.
5.2 If BOW requires (further) data from the Buyer for the performance of the agreement, the term of performance shall not commence until the Buyer has provided BOW with these data correctly and in full.
5.3 All stated and/or agreed delivery times or delivery periods are based on data and circumstances known to BOW at the time the Agreement was entered. These delivery dates are always intended as target dates and are never to be regarded as deadlines unless the Parties have expressly agreed otherwise in writing. BOW shall make every effort to observe the relevant delivery times or delivery periods as much as possible, but a single failure to observe a delivery time or delivery period does not constitute a breach of contract. A single delay in delivery shall never give the Buyer the right to dissolve the Agreement or the right to any form of compensation.
5.4 If a reasonable term for delivery is exceeded, the Buyer must give BOW written notice of default. BOW must be given a reasonable time to perform the agreement after all.
5.5 BOW is entitled to deliver in parts (partial deliveries), which partial deliveries it may invoice separately (partial invoices). The Purchaser is obliged to pay these partial invoices.
5.6 The Purchaser shall be bound to do everything that may reasonably be expected of him to enable BOW to deliver on time, failing to do so shall entitle BOW to suspend its obligation to deliver.
5.7 BOW delivers the Products at the moment that they are ready for delivery to Buyer's address of residence. All risks relating to the Products to be delivered by BOW shall pass to Buyer at the moment that delivery of the Products has taken place.
5.8 Buyer is obliged to take delivery of the Products at the time they are delivered. If Buyer refuses to take delivery of the Products ordered or is negligent in providing information or instructions necessary for delivery, BOW shall be entitled to:
- to deliver the Products by means of a written notification, in which case BOW shall store the Products at its own or a third party's premises, which storage shall be at the Buyer's expense and risk, including the risk of deterioration in quality; or
- declare the Buyer in default in writing, whereby the Buyer is given a reasonable period of time to perform the Agreement and to take delivery of the Products, and in the event of failure to do so proceed to dissolve the Agreement wholly or in part and sell and deliver the Products to (a) third party (parties).
5.9 If Buyer fails to properly perform the Agreement, including but not limited to Buyer's refusal to take delivery of the Products ordered, Buyer shall be liable for all direct and indirect damage in whatever form (including costs) suffered by BOW as a result.
- Amendment of the Agreement and additional work
6.1 If during the performance of the Agreement it appears that for a proper performance thereof it is necessary to amend or supplement it, the Parties will proceed to amend the Agreement in good time and in mutual consultation.
6.2 If the nature, scope, or content of the Agreement is changed, this may have consequences for the originally agreed price and the originally indicated term of execution. If this is the case, BOW shall inform the Buyer in advance as much as possible about the new price and the term of performance. The Buyer accepts the possibility of amending the Agreement, including the change in price and term of performance.
6.3 If the Agreement is changed, including an addition, BOW shall be entitled to suspend performance of the original Agreement until Buyer has given written approval of the price, term of performance and other terms and conditions specified for the performance of the changed Agreement.
6.4 If it is necessary for proper performance of the Agreement to change the Agreement, Buyer is obliged to cooperate within reasonable limits. If Buyer refuses to give written permission for the changes to be made within a reasonable period and on unreasonable grounds, BOW shall be entitled to dissolve the Agreement in whole or in part without being obliged to pay compensation for any damage to Buyer.
6.5 Without being in default of fulfilling the Agreement, BOW may refuse a request by the Buyer to amend the Agreement if this could have consequences in qualitative and/or quantitative terms, for example for the Products to be delivered.
6.6 If BOW is to perform work for the benefit of Buyer which has not been laid down in the Agreement between the Parties, or if costs arise due to Buyer's actions, explicitly including extra transport and/or assembly costs, these activities/costs shall be regarded as extra work and charged accordingly. The Buyer is obliged to ensure payment thereof.
6.7 The occurrence of additional work during the performance of the Agreement shall never constitute grounds for Buyer to cancel or dissolve the Agreement.
7.1 Payment must be made in the manner and within the term as described in the order confirmation or indicated on the invoice.
7.2 BOW can stipulate that the Buyer makes a down payment or full advance payment or provides security for the payment within a certain period, before executing the Agreement. If BOW wishes to cover the Products to be delivered by it with a credit insurer to be determined by it, it can oblige the Buyer to cooperate in a credit assessment. If the Buyer does not make the deposit or full advance payment within the specified period or does not provide the required security or refuses to cooperate with a credit assessment or if no positive credit assessment is given, BOW is entitled to suspend the execution of the Agreement or to terminate the Agreement. to dissolve in whole or in part without prior notice of default. In the event of suspension or dissolution, BOW is never obliged to pay any form of compensation.
7.3 Unless otherwise agreed, all amounts owed by the Buyer to BOW must be paid within 7 days of the invoice date.
7.4 If the Agreement has been concluded with more than one Buyer, all Buyers are jointly and severally liable to fulfil the payment obligations under the Agreement.
7.5 If the Buyer has objections to the invoice received, the Buyer must notify BOW of these objections in writing within 5 days of the invoice date, failing of which will establish the correctness of the invoice.
7.6 Buyer is never entitled to suspend its payment obligations towards BOW and/or to set them off against a claim against BOW.
7.7 If Buyer does not pay the invoice within the payment term, Buyer is automatically in default without prior notice of default being required. The buyer owes BOW contractual interest of 1% per month or part of a month on what it owes to BOW from the date of default, unless the statutory commercial interest is higher, in which case the statutory commercial interest applies.
7.8 All costs, both judicial and extrajudicial, which BOW must incur to enforce its rights, are for the account of the Buyer. The extrajudicial collection costs are set at 15% of the amount due with a minimum of €200.
7.9 The value date on the bank statement is decisive and is regarded as the payment date. Regardless of what is stated by the Buyer in the payment, the payments made by the Buyer will in the first place be used to reduce the extrajudicial costs owed, then to reduce the interest due and finally to reduce the principal sum. Besides that, the payments are deducted from the oldest outstanding receivables.
7.10 BOW is always entitled to suspend the (further) performance of the Agreement if the Buyer fails to meet its payment obligations. If BOW suspends its obligations towards the Buyer in whole or in part, the provisions of Articles 8.2 and 8.3 also apply to the Parties.
7.11 After the Buyer is in default, BOW can demand fulfilment or dissolve the Agreement in whole or in part.
7.12 In the event of a dissolution or suspension of the Agreement, BOW is never obliged to pay any form of compensation to Buyer.
- Breach of contract
8.1 If circumstances come to the knowledge of BOW after the Agreement has been concluded that give good grounds to fear that Buyer will not, not correctly and/or not timely fulfil one of its obligations, including in the event of suspension of payment, (imminent) bankruptcy or if any part of Buyer's assets have been or will be subject to a prejudgment or enforcement attachment, all payment obligations of Buyer towards BOW, for whatever reason, will become immediately and fully due and payable. BOW is entitled to demand immediate payment of these due and payable claims or to demand security for these due and payable claims.
8.2 In that case, BOW is also authorized to suspend fulfilment of its (delivery) obligations towards the Buyer, until payment and/or security has been provided for all payment obligations. If BOW proceeds to suspension, it is in no way obliged to compensate damage and costs that arise in one way or another for Buyer.
8.3 Buyer is liable for all damage arising from the circumstances referred to in this article on the part of BOW.
- Retention of title
9.1 Ownership of the Products delivered by BOW to Buyer will only pass to Buyer after Buyer has fulfilled all its payment obligations under the relevant Agreement(s), including the payment of costs and interest. BOW also does not lose its property if and/or because the Buyer processes or adjusts the delivered Products. As long as the buyer has not made full payment, the delivered Products remain the property of BOW, all this within the limits of article 3:92 of the Dutch Civil Code.
9.2 Buyer is obliged at all times to do everything that can reasonably be expected of him to safeguard the property rights of BOW.
9.3 Products of which the ownership still rests with BOW cannot be in possession of Buyer in any other circumstances than what fits the normal course of its business. This does not include the use of those Products which provide security in any way, expressly including pledging, lending or removing the Products from Buyer's branch or business address where they were delivered by BOW.
9.4 If third parties seize the Products delivered subject to retention of title or wish to establish rights thereon or in the event of (imminent) suspension of payments or bankruptcy, the Buyer is obliged to inform BOW thereof immediately.
9.5 At the request of BOW, Buyer is obliged to immediately transfer all rights of action that Buyer may have with regard to the Products delivered by BOW but not (yet) paid (yet) paid in full to BOW by means of assignment.
9.6 The Buyer is obliged to insure the delivered Products against damage, including fire and water damage, as well as against theft for the duration of the retention of title, and to submit the insurance policy to BOW for inspection on first request. In the event of a right to payment from the insurance, BOW is entitled to this payment and Buyer will cooperate in a transfer thereof to BOW. In that context, Buyer is obliged to inform BOW immediately if he makes a request for payment to the insurer.
9.7 If the Buyer in any way fails to fulfil one of the obligations referred to in 7.3 to 7.6, the Buyer forfeits, without any notice of default being required and without judicial intervention, an immediately due and payable fine of € 500 per day for each day. that this non-compliance continues. This fine cannot be mitigated.
9.8 If Buyer does not fulfil its payment obligations or if there is a well-founded fear that Buyer will not fulfil its payment obligations, BOW is entitled to remove the delivered Products on which BOW’s property rights rest or have these Products removed from Buyer or from third parties who hold these Products for Buyer. Buyer is obliged to fully cooperate in this, on pain of an immediately due and payable fine of 10% of everything that Buyer owes to BOW per day or part of a day that Buyer fails to fulfil this obligation, without prejudice to BOW's right to fulfil the obligations under the Agreement, dissolution of the Agreement and/or claim compensation. For the repossessed Products, Buyer is credited for the market value of the returned Products on the day of the return.
- Duty to investigate and complaint period
10.1 Buyer is obliged to examine the delivered goods (or have them examined), immediately at the moment that the Products are made available to him. In doing so, the Buyer must investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed upon and meets the requirements that the parties have agreed to in this regard. Buyer must report any defects in writing to BOW immediately after discovery, but no later than 8 days after delivery. If Buyer demonstrates that he could not reasonably have discovered the defect within the aforementioned period (hidden defect), the Buyer must report the defect to BOW in writing within 8 days after discovery, or at least within 8 days after the defect could reasonably have been discovered.
10.2 The complaint must contain as detailed a description as possible of the defect, including the invoice number, packing slip and date of delivery, so that BOW is able to respond adequately. The buyer must give BOW the opportunity to investigate a complaint, or have it investigated.
10.3 If a complaint is not reported within the term referred to in Article 10.1 and/or does not meet the requirements referred to in Article 10.2, then all rights of Buyer with regard to the identified defect or shortcoming shall lapse. Buyer is then no longer entitled to repair, replacement, or compensation.
10.4 If the Buyer complains in time, this does not suspend his payment obligation. In that case, the Buyer remains obliged to purchase and pay for the Products delivered.
10.5 When a complaint is upheld by BOW, BOW has the option of either correcting/repairing or redelivering the relevant part of the delivery to Buyer or sending a credit note to Buyer for the relevant part of the delivery, which will then be considered as cancelled. If a complaint has been declared well-founded, the buyer is not entitled to any other form of (damage) compensation.
10.6 If it is established that a complaint is unfounded, the costs incurred by BOW, including the investigation costs, will be borne by the Buyer.
11.1 Buyer is only entitled to return Products to BOW after BOW's prior written consent. BOW will inform Buyer whether Buyer can return the Products or that BOW will retrieve the Products. Products specially made for the Buyer and/or Products in a colour other than white or black cannot be returned to BOW by the Buyer.
11.2 In the event of a return shipment by Buyer, the Products remain at the expense and risk of Buyer until BOW has received the Products.
11.3 Returns that have not been preceded by a detailed complaint and written permission from BOW to return are not permitted. Receiving an unapproved return shipment does not constitute permission from BOW to the return shipment. In the event that Buyer returns the Products notwithstanding this provision or appears to have returned the Products without a valid reason, BOW will keep the returned Products available for Buyer, insofar as they have not been refused by BOW, which is at the expense and risk of Buyer. BOW will then retain the Products without any acknowledgment of the correctness of a complaint.
11.4 Fully or partially processed or adjusted Products and damaged Products will never be returned.
11.5 The costs of return shipments are always at the expense of Buyer.
- BOW Compliance, warranties, default
12.1 BOW will do its utmost best to deliver the Products to the Buyer in the same quantity and quality as ordered by the Buyer.
12.2 Notifications by or on behalf of BOW with regard to quality, composition, design, colour, size, finish, features in the broadest sense, etc. of the delivered Products are only regarded as guarantees if they have been expressly confirmed in writing in the form of a guarantee by BOW.
12.3 When Buyer has delivered the Products BOW delivered them to third parties, it is established that BOW has properly fulfilled the Agreement.
12.4 Minor deviations with regard to quality, colour, size, weight, finish, etc., which are deemed to be permitted in the market or technically unavoidable, as well as normal wear and tear of the delivered Products, never constitute a ground for a shortcoming in the side of BOW.
- Product recall
13.1 In urgent cases, where BOW will judge if a case is urgent, Buyer is obliged to return the already delivered Products to BOW at BOW’s first request and in the event that the Products have already been delivered to third parties by Buyer, to retrieve it from third parties as far as possible. In the event that BOW proceeds with a product recall, Buyer is obliged to take all measures that BOW deems necessary and comply with all instructions from BOW. Buyer will take as many damage-limiting measures as possible. In the event that BOW decides to proceed with a product recall, BOW is only obliged to either replace the Products or to send a credit note to Buyer for the recovered Products. BOW is not obliged to pay any form of compensation to Buyer in the event of a product recall.
13.2 In the event of non-compliance with the provisions of Article 13.1, Buyer is liable for all direct and indirect damage arising from this on the part of BOW.
- Force majeure
14.1 BOW is not obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not due to fault, nor is it for its account under the law, a legal act or generally accepted views as referred to in Section 6:75 of the Dutch Civil Code.
14.2 In these General Terms and Conditions, force majeure is understood to mean, in addition to what it is meant by law and jurisprudence, all external causes, foreseen or unforeseen, over which BOW has no influence and as a result of which BOW is unable to fulfil its obligations or as a result of which fulfilment is impossible, objectionable and/or so expensive for BOW that fulfilment of the Agreement cannot reasonably be expected of BOW. This includes strikes in the company of BOW and its suppliers, as well as extreme weather conditions, disruptions in the supply of energy and the circumstance that BOW cannot, cannot timely, or cannot properly carry out a performance that is important for the performance BOW must carry out for Buyer. BOW also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment of the Agreement occurs after BOW should have fulfilled its obligations.
14.3 BOW may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the Parties is entitled to dissolve the agreement, without obligation to pay compensation for any damage to the other Party.
14.4 Insofar as BOW had already partially fulfilled its obligations at the time of the occurrence of the force majeure, or will be able to fulfil them, and the part fulfilled or to be performed has independent value, BOW is entitled to be paid separately.
15.1 Buyer is liable for all damages, losses, costs and expenses incurred by BOW or third parties as a result of or in connection with any failure in the performance of an Agreement by Buyer, whether caused by Buyer, its personnel or other (legal) person for which the Buyer is legally liable.
15.2 If it is established in law or otherwise that BOW is liable towards the Buyer for damage suffered in connection with the Agreement, on account of tort or for any other reason, then this liability is at all times limited in its entirety to what is stated in this provision is arranged:
- a) BOW is never liable for damage that has arisen because BOW has acted based on incorrect information provided by or on behalf of Buyer.
- b) BOW is never liable for loss of profit, lost income, lost turnover, lost savings, or damage suffered by the Buyer due to business interruption or other stagnation.
- c) BOW's liability is at all times limited to the amount that BOW's liability insurance pays out in the case at hand.
- d) In the event that BOW's liability insurer does not pay out for whatever reason, BOW's liability is limited to:
- the value of the invoice exclusive of VAT of the Products to which the event causing the damage relates, only to that part of the invoice to which the liability relates;
- or, if the event causing the damage results in failure of delivery of Products, or if no invoice has been sent for this, the value of the last invoice sent by BOW to the Buyer prior to the moment the event causing the damage occurred.
- e) In the event that BOW's liability insurer does not pay out for whatever reason, the total liability of BOW towards Buyer, regardless of the number of damage-causing events, will in no case exceed the value of the last invoice prior to the time the damage-causing event occurred sent by BOW to Buyer.
15.3 All subordinates of BOW can invoke the above provisions against the Buyer and, if necessary, also against third parties on an equal footing with BOW.
15.4 Damage for which BOW can be held liable must be reported to BOW in writing as soon as possible, but no later than 14 days after its occurrence, on pain of forfeiture of the right to compensation for this damage. This term does not apply if the Buyer can demonstrate that the damage could not be reported earlier for good reasons.
15.5 Any liability claims against BOW lapses after 12 months after the Buyer became aware of the damage-causing fact or could reasonably have been aware of it.
16.1 Buyer fully indemnifies BOW against all third-party claims with regard to damage, losses, costs and expenses of third parties arising from or related to a failure in the performance of an Agreement by Buyer. If BOW should be addressed by third parties, Buyer is obliged to assist BOW both in and out of court and to immediately do everything that may be expected of him in that case.
- Intellectual and industrial property rights
17.1 Buyer shall not use BOW's name, brands and/or models, in the broadest sense of the word, without BOW's prior written consent, nor any words, images, or symbols that, in BOW's opinion, imply involvement or agreement of BOW with any written or oral advertisement or presentation, advice, brochure, newsletter, book or other published material.
17.2 The Products or works/materials delivered by BOW to Buyer under an Agreement do not constitute a transfer of any intellectual or industrial property rights. All works/materials made available by BOW to Buyer under the Agreement remain the property of BOW. The buyer will only use these materials/works for the benefit of and in the context of the implementation of the Agreement, such within the limits of the Agreement, and may not use, reproduce, disclose, or make them available to third parties in any way, in whole or in part, without the prior express written permission of BOW.
17.3 Buyer is not permitted to remove or change any designation regarding copyrights, brands, models, trade names or other intellectual and industrial property rights of the Products delivered by BOW or the associated works/materials.
17.4 The buyer will always fully respect all intellectual and industrial property rights of BOW.
- Transfer of rights and obligations
18.1 The Buyer is not entitled to sell and/or transfer the rights and/or obligations under the Agreement to a third party.
18.2 BOW is entitled to transfer its claims for payment or compensation to a third party.
19.1 Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of the assignment. Information is considered confidential if this has been communicated by a party or if this results from the nature of the information.
- Applicable law and competent court
20.1 All agreements concluded under these terms and conditions are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is expressly excluded.
20.2 All disputes, including those that are only regarded as such by one Party, arising from or related to the Agreement to which these terms and conditions apply or the implementation thereof, will be settled by the District Court of Overijssel, Location Almelo as the judge in the first place.